DRILLING CONTRACT

Exhibit 10.1

DRILLING CONTRACT

between

VASTAR RESOURCES, INC.

and

R&B FALCON DRILLING CO. DATED DECEMBER 9, 1998

for

“RBS-8D”

“Deepwater Horizon”

CONTRACT NO. 980249

D-1-87.1

DISTRIBUTION:

Houston Legal Files - Signed Original

Houston Distribution (2) ▇▇▇▇ ▇▇▇▇▇▇

DRILLING CONTRACT

RBS-8D SEMISUBMERSIBLE DRILLING UNIT

VASTAR RESOURCES, INC. AND

R&B FALCON DRILLNG CO.

CONTRACT NO. 980249 DATE: DECEMBER 9, 1998

ARTICLE 1- TERM 2

ARTICLE 2- DAYRATES 4

ARTICLE 3- PERSONNEL AND PAYMENTS 7

ARTICLE 4- OTHER PAYMENTS 8

ARTICLE 5- DRILLING UNIT MODIFICATIONS 9

ARTICLE 6- OTHER REIMBURSEMENTS 9

ARTICLE 7- MATERIALS, SUPPLIES, EQUIPMENT, AND SERVICES TO BE FURNISHED BY CONTRACTOR 10

ARTICLE 8- MATERIALS, SUPPLIES, EQUIPMENT, AND SERVICES TO BE FURNISHED BY COMPANY 11

ARTICLE 9- PAYMENTS 11

ARTICLE 10- PAYMENT OF CLAIMS 12

ARTICLE 11- TAXES AND FEES 13

ARTICLE 12- COMPANY’S RIGHT TO QUESTION INVOICES AND AUDIT 14

ARTICLE 13- DEPTH 14

ARTICLE 14- DRILLING UNIT 14

ARTICLE 15- PERFORMANCE OF DRILLING OPERATIONS 16

ARTICLE 16- INSPECTION OF MATERIALS 18

ARTICLE 17- SAFETY 18

ARTICLE 18- PERFORMANCE OF THE WORK 19

ARTICLE 19- RECORDS TO BE FURNISHED BY CONTRACTOR 21

ARTICLE 20- INSURANCE 22

ARTICLE 21- INDEMNITY FOR PERSONAL INJURY OR DEATH 22

ARTICLE 22- RESPONSIBILITY FOR LOSS OF OR DAMAGE TO THE EQUIPMENT 22

ARTICLE 23- LOSS OF HOLE OR RESERVOIR 24

ARTICLE 24- POLLUTION 25

ARTICLE 25- INDEMNITY OBLIGATION 26

ARTICLE 26- LAWS, RULES, AND REGULATIONS 27

ARTICLE 27- TERMINATION 28

ARTICLE 28- FORCE MAJEURE 29

ARTICLE 29- CONFIDENTIAL INFORMATION, LICENSE AND PATENT INDEMNITY 30

ARTICLE 30- ASSIGNMENT OF CONTRACT 32

ARTICLE 31- INGRESS AND EGRESS OF LOCATION 33

ARTICLE 32- COMPANY POLICIES 33

ARTICLE 33- NOTICES 34

ARTICLE 34- CONSEQUENTIAL DAMAGES 35

ARTICLE 35- WAIVERS AND ENTIRE CONTRACT 35

TABLE OF CONTENTS (cont.)

EXHIBIT A: Dayrates Tab A

EXHIBIT B-1: Drilling Unit Specifications Tab B

EXHIBIT B-2: Material Equipment List Tab B

EXHIBIT B-3: Consumable Material and Equipment List Tab B

EXHIBIT C: Insurance Requirements Tab C

EXHIBIT D: Safety, Health, and Environmental Management System Tab D

EXHIBIT E: Termination Payment Schedule Tab E

EXHIBIT F-1: Rig ▇▇▇▇▇▇▇ Tab F

EXHIBIT F-2: Cost of Additional Personnel Tab F

EXHIBIT G: Vessel/Equipment Performance/Acceptance Test Tab G

EXHIBIT H: Project Execution Plan Tab H

DRILLING CONTRACT

THIS CONTRACT (“CONTRACT”) is made and entered into this 9th day of December, 1998, by and between Vastar

Resources, Inc., a Delaware Corporation, hereinafter referred to as “COMPANY” and R&B Falcon Drilling Co., (“CONTRACTOR”), and shall be effective upon execution by both COMPANY and CONTRACTOR (the date when so effective, shall be referred to herein as the (“Effective Date”). COMPANY and CONTRACTOR are sometimes herein individually referred to as a “Party” and collectively referred to as the “Parties.”

RECITALS

Whereas CONTRACTOR shall cause to be built, a semisubmersible drilling unit, “Drilling Unit”. Whereas COMPANY desires to engage the services of CONTRACTOR, its Drilling Unit, and its equipment and all necessary crews for drilling, completing, testing, and remedial operations and support operations on a well or ▇▇▇▇▇ in the federal waters of the Gulf of Mexico, hereinafter referred to as “Operations” or “Work”.

Whereas this CONTRACT and the attached exhibits establishes the terms and conditions contained in this document entitled “DRILLING CONTRACT” and the attached exhibits:

Exhibit A: Dayrates

Exhibit B-1: Drilling Unit Specifications Exhibit B-2: Material Equipment List

Exhibit B-3: Consumable Material and Equipment List Exhibit C: Insurance Requirements

Exhibit D: Safety, Health, and Environmental Management System Exhibit E: Termination Payment Schedules

Exhibit F-1: Rig ▇▇▇▇▇▇▇

Exhibit F-2: Cost of Additional Personnel

Exhibit G: Vessel/Equipment Performance/Acceptance Test Exhibit H: Project Execution Plan

NOW, THEREFORE, COMPANY and CONTRACTOR, for and in consideration of the mutual covenants and agreements contained herein and good and valuable consideration paid by COMPANY to CONTRACTOR, the receipt and sufficiency of which are acknowledged by CONTRACTOR, the Parties hereby agree as follows:

ARTICLE 1

TERM

1.1 EFFECTIVE DATE AND DURATION

1.1.1 This CONTRACT shall remain in full force and effect for three (3) years (the “Initial Contract Term”). The Initial Contract Term shall begin on the Commencement Date. The term of this CONTRACT from its Effective Date through its Initial Contract Term and all Extension Periods shall be herein referred to as the “Contract Period.”

1.1.2 With a three (3) year Initial Contract Term, COMPANY has the option (the “Extension Option”) to extend this CONTRACT for five (5) consecutive one (1) year periods (each such extension period shall be herein referred to as an “Extension Period”) beginning at the end of the Initial Contract Term. Each Extension Option must be exercised by COMPANY by written notice to CONTRACTOR nine (9) months before the end of the Initial Contract Term or the previous Extension Period, as the case may be. This CONTRACT, as it may have been amended as of the date on which COMPANY exercises any Extension Option, shall be extended for one (1) year with further Extension Options available to COMPANY, as provided herein and the various rates shall be mutually agreed in writing. COMPANY shall also have the option within twenty-four (24) months of the Effective Date to exercise any of the one-year options at the three (3) year rate. In addition, this CONTRACT may be extended for any additional period by any other method or manner as the Parties may mutually agree in writing.

1.1.3 COMPANY has the option from the Effective Date up to and including one (1) year after the Commencement Date, to convert this CONTRACT to a five (5) year term (“5 Year Option”). If the 5-Year Option is exercised within six (6) months from the Effective Date, then the five (5) year rate in Exhibit A shall apply. If the 5 Year Option is exercised from six (6) months of the Effective Date to one (1) year from the Effective Date, then the five (5) year rate in Exhibit A plus five thousand dollars ($5,000.00) shall apply. If the 5 Year Option is exercised from one (1) year after the Effective Date to the Commencement Date, then the five

(5) year rate in Exhibit A plus seven thousand five hundred dollars ($7,500.00) shall apply. If the option is exercised from the Commencement Date to the end of the first contract year, the five (5) year rate in Exhibit A plus ten thousand dollars ($10,000.00) shall apply from that date forward and any portion of the first contract year shall become part of the five (5) year commitment.

1.1.4 If COMPANY exercises the 5 Year Option, then COMPANY has the option, (the “Extension Option”) under the five (5) year Initial Contract Term to extend this CONTRACT for three (3) consecutive one (1) year periods (each such extension period shall be herein referred to as an “Extension Period”) beginning at the end of the Initial Contract Term. Each Extension Option must be exercised by COMPANY by written notice to CONTRACTOR at least nine (9) months before the end of the Initial Contract Term or the previous Extension Period, as the case may be. This CONTRACT, as it may have been amended as of the date on which CONTRACTOR exercises any Extension Option, shall be extended for one (1) year with further Extension Options available to COMPANY as provided herein and the various rates shall be

mutually agreed in writing. In addition, this CONTRACT may be extended for any additional period by any other method or as the Parties may mutually agree in writing.

1.1.5 If the Initial Contract Term or any Extension Period of this CONTRACT expires while COMPANY has work in progress on any well or any other operations conducted with respect to a well with the objective of satisfying the well producibility criteria of 30

C.F.R. § 250.11 (1988), then COMPANY shall have the right to have the work in progress on such well or operation completed to COMPANY’S satisfaction under the terms and provisions of this CONTRACT and the term of this CONTRACT shall be deemed to be extended for the period of time required to complete such work.

1.2 COMMENCEMENT DATE

“Commencement Date” means the date and hour that the last of the following conditions has been satisfied: (i) all requirements in Exhibit G and all governmental and regulatory certifications and inspections required of the CONTRACTOR have been obtained,

(ii) CONTRACTOR’S full crew is aboard, (iii) the Drilling Unit has cleared customs and other formalities, (iv) the Drilling Unit and CONTRACTOR’S full crew is in all respects ready to commence and sustain continued drilling operations during the Contract Period and (v) the Drilling Unit has arrived at the COMPANY’S first location or an alternative location, if requested by COMPANY. The Parties shall cooperate in the loading of any COMPANY’S drilling equipment and materials to minimize any delay in the Commencement Date. In the event that, despite the Parties’ best efforts, the loading of COMPANY’S drilling equipment and materials cause a delay in the Commencement Date the CONTRACTOR shall be paid at the Standby and Moving Rate for any such delay. Notwithstanding the foregoing, however, COMPANY may require or allow the Drilling Unit to commence Work at an earlier date in which case such earlier date shall be the Commencement Date and in such event any of the above requirements for the Commencement Date which have not been satisfied shall be deemed satisfied.

The Parties agree that delivery of the Drilling Unit to the U.S. Gulf of Mexico is desired to occur twenty seven (27) months from the Effective Date, with COMPANY agreeing to take delivery as much as three (3) months sooner (“Delivery Date”).

If the Drilling Unit is not delivered to the Gulf of Mexico by thirty (30) months from the Effective Date, then COMPANY shall invoice CONTRACTOR every thirty (30) thirty days after the start of the late delivery charges a sum calculated at a rate of five thousand dollars ($5,000.00) per day during the first six (6) months of the late delivery and then at a rate of ten thousand dollars ($10,000.00) per day for each day until the Drilling Unit is delivered to the Gulf of Mexico with the total amount of such payment not to exceed one million five hundred thousand dollars ($1,500,000.00) for the late delivery of the Drilling Unit.

1.3 COMPLETION OF CONTRACT

1.3.1 Upon completion of this CONTRACT, if CONTRACTOR has no other Work for the Drilling Unit, COMPANY shall provide for tow, if required, of the Drilling Unit to, and securing

in, the anchorage area at Galveston, Texas, or a mutually agreed point of no greater distance from its location of the last Work under this CONTRACT and at applicable dayrates.

1.3.2 Subject to Article 27.4, upon completion of this CONTRACT, if CONTRACTOR has other Work for the Drilling Unit, COMPANY shall have no further responsibility hereunder when all of COMPANY’S equipment has been offloaded, the well secured, and the Drilling Unit is ready to get underway.

ARTICLE 2

DAYRATES

2.1 GENERAL

COMPANY shall pay CONTRACTOR for work performed, services rendered, and materials, equipment, supplies, and personnel furnished by CONTRACTOR at the rates specified in Exhibit A. The period of time for which each rate shall be applicable shall be computed from and to the nearest half (1/2) hour. Subject to Article 2.3, the rates as specified in Exhibit A shall apply during the entire Initial Contract Term. The rates are based on CONTRACTOR’S operations being conducted on a seven (7) day week and a twenty-four (24) hour work day.

2.2 DAYRATES

Each of the dayrate classifications is as follows:

2.2.1 Moving Rate

a) From the moment operations are commenced to release the first mooring line or move the Drilling Unit off location at a drilling location and until the Drilling Unit is properly positioned at COMPANY’S next drilling location, and the Drilling Unit is ready to commence operations.

b) From the moment operations are commenced to release the first mooring line or move the Drilling Unit off location at COMPANY’S final drilling location hereunder until this Contract terminates.

2.2.2 Operating Rate commences at the time of the Commencement Date, time the Drilling Unit is, properly positioned, anchors tested, if any, at drilling draft at the location to be drilled and the Drilling Unit is ready to commence operations and continues until CONTRACTOR has completed operations at the location and the Drilling Unit has been released by COMPANY to move to the next location pursuant to Article 2.2.1(a).

2.2.3 Stand-by Rate with Crews applies while the Drilling Unit is on location with full crews waiting for COMPANY’S orders, and shall be payable during any period of time when CONTRACTOR’S crew is aboard the Drilling Unit and drilling, testing or completion operations hereunder are suspended, as a result of COMPANY’S instructions, COMPANY’S failure to issue

instructions, the mechanical failure of COMPANY’S items, or the failure of COMPANY to timely provide COMPANY’S items or furnish those services set forth in Exhibit B-3.

2.2.4 Stand-by Rate without Crews applies while the Drilling Unit is on location without crews. This rate shall commence seventy- two (72) hours after notification by COMPANY to CONTRACTOR to release crews.

2.2.5(a) Mechanical Downtime applies in the event operations during the term of this CONTRACT are shut down (“Mechanical Downtime”) for inspection, repair or replacement of any surface or subsurface equipment including, but not limited to CONTRACTOR’S items described in Exhibit B, including station keeping equipment, mooring equipment, anchors, chains, shackles, pendent lines, buoys, the riser, slip joint, choke and kill lines, flexible hoses, hydraulic hoses, guidelines, subsea BOP, and BOP control system. CONTRACTOR shall be allowed a maximum of twenty-four (24) hours per calendar month Mechanical Downtime with a maximum accumulation of twelve (12) days; thereafter the dayrate reduces to zero (0). Mechanical Downtime shall commence immediately upon suspension of well operations and shall continue until completion of the inspection, repair or replacement of the equipment and operations are at the point in well operations prior to suspension. If COMPANY elects to proceed with an alternative operation, then Mechanical Downtime shall cease at the point in well operations where the alternative operation commences.

Article 2.2.5(a) shall not apply to the time required to repair or replace CONTRACTOR’S choke manifolds, blowout preventors, and drill string, if the damage or destruction to the equipment is caused by exposure to unusually corrosive or otherwise destructive elements not normally encountered which are introduced into the drilling fluid from subsurface formations or the use of corrosive additives in the fluid. Article 2.2.5(a) shall not apply to normal maintenance, including, without limitation, cutting and/or slipping the drill line, which time shall be limited to 1 hour plus up to thirty (30) minutes per day (fifteen (15) hours per month maximum) for top drive maintenance. Any mobilization and/or demobilization and associated cost required to repair the Drilling Unit under Article 2.2.5

(a) will be at CONTRACTOR’S expense. CONTRACTOR shall not be entitled to any compensation for Mechanical Downtime allowance not consumed during this CONTRACT.

2.2.5(b) Performance Downtime applies in the event operations during the term of this CONTRACT are shut down (“Performance Downtime”) for the following reasons (i) CONTRACTOR, CONTRACTOR’S Personnel (as hereinafter defined), or the Drilling Unit should be incapable, incompetent, negligent, unreliable, or consistently poor in performance of the Work, (ii) the equipment listed in Exhibit B is incapable of being operated at the rated specifications in Exhibit B for sustained operation or (iii) CONTRACTOR fails to fulfill any of its obligations under this Contract. In the event of COMPANY’S dissatisfaction with any items identified in (i), (ii) and (iii), Performance Downtime shall commence when COMPANY provides CONTRACTOR with written notice as to the circumstances of its dissatisfaction and work in progress is suspended and shall continue based on the following remedies. If work in progress is suspended, then Article 2.2.5(a) shall apply. CONTRACTOR shall be allowed five (5) days, from the written notice, to commence good faith efforts to remedy such circumstances. During the remedy period, the Operating Rate shall be reduced to the Standby-rate Without

Crews. In the event such circumstances are not remedied to COMPANY’S satisfaction within thirty (30) days, from the written notice, the Operating Rate shall be reduced to zero (0) dollars.

2.2.6 Hurricane Evacuation Rate applies when all of the crews have been transported to shore. This rate shall include the cost of room and board for all of CONTRACTOR’S personnel including catering personnel and any other of CONTRACTOR’S subcontractor personnel. If COMPANY elects to release CONTRACTOR’S crew, then the Standby Rate Without Crew shall be applicable from the time CONTRACTOR is notified by COMPANY until the CONTRACTOR’S crew returns to the Drilling Unit.

2.2.7 Stack Rate applies when the Drilling Unit has arrived and secured at the nearest safe harbor or stack location in the Gulf of Mexico as designated by CONTRACTOR. The Moving Rate shall apply immediately before the Stack Rate commences. The Stack Rate will continue until the unit is ready to get underway at which time the Moving Rate shall apply, or until the CONTRACT expires pursuant to Article 1.

2.3 ADJUSTMENTS IN DAYRATES

2.3.1 The dayrates set forth in Exhibit A shall remain unadjusted during the Initial Contract Term of this CONTRACT, except for rate changes as described in Article 2.3.2, Article 3, Article 4, Article 5, Article 6, and Article 30.3.

2.3.2 The dayrates set forth in Exhibit A shall be revised to reflect the change in costs from the Effective Date if the costs of any of the items hereafter listed shall vary in an amount equal to or greater than five percent (5%) from the costs thereof not earlier than the Commencement Date and not more frequent than one (1) year after the date of any revision pursuant to this Article 2.3.2.

a. Labor costs, including all benefits, of CONTRACTOR’S personnel listed in Exhibit F;

b. CONTRACTOR’S cost of catering;

c. CONTRACTOR’S cost of spare parts and supplies vary and that the parties shall use the United States Department of Labor’s Producer Price Index Commodity Code No. 1191.02 - Oil Field and Gas Field Drilling Machinery - to determine what extent a price variance has occurred in said spare parts and supplies.

d. Cost of insurance not based solely on CONTRACTOR’S loss or claim record.

CONTRACTOR must show documented proof for any dayrate adjustments due to changes in CONTRACTOR’S cost of labor, insurance or catering. CONTRACTOR shall provide COMPANY with the base figures for the items specified in Article 2.3.2a.,b.,c., and d., thirty (30) days after the Effective Date. Base figures from which such revisions (either upward or downward) will be determined for the items in this Article 2.3.2 shall be provided by CONTRACTOR sixty (60) days prior to the estimated Commencement Date. These base figures

shall be agreed upon by both parties and approved in writing by COMPANY prior to the Commencement Date.

2.3.3 If, at the request of COMPANY, it becomes necessary for CONTRACTOR to change the work schedule of its personnel or change the location of its Homeport or area of operations, which impacts the CONTRACTOR’S actual cost, the daily rates set out in Appendix A shall be adjusted accordingly, with appropriate back up data.

2.3.4 CONTRACTOR shall be responsible for costs and expenses incurred by CONTRACTOR in complying with any law, regulation, or ruling of a government, governmental agency, or regulatory authority having jurisdiction over the operations of the Drilling Unit to the extent that the law, regulation, or ruling has changed or been imposed subsequent to the Commencement Date. Where compliance with the changed law, regulation, or ruling results in modifications of the Drilling Unit or the purchase of equipment which change CONTRACTOR’S cost, the dayrates shall be adjusted with the additional direct cost and expenses amortized over the life of the Drilling Unit. The increased dayrates shall become effective upon completion of the modifications, and the Drilling Unit commences operations. CONTRACTOR shall be solely responsible for mobilization and demobilization and associated cost; during such time the dayrate shall be zero (0) dollars.

ARTICLE 3

PERSONNEL AND PAYMENTS

3.1 PERSONNEL CLASSIFICATIONS, NUMBERS AND REPRESENTATION

3.1.1 CONTRACTOR shall furnish, at its sole expense, personnel in the numbers and classifications as set forth in Exhibit F.

3.1.2 During any period of time that CONTRACTOR fails to provide on the Drilling Unit the numbers or classifications of personnel specified in Exhibit F, the rate being paid the CONTRACTOR shall be reduced by the overtime hourly rate for the absent crew member(s) as specified in Exhibit F. This reduced rate shall commence on the second day of the crew shortage.

3.1.3 The number of personnel to be furnished by CONTRACTOR under the terms hereof as specified in Exhibit F may be increased or decreased by mutual consent of COMPANY and CONTRACTOR, in which case the rates set forth in Article 2 shall be increased or decreased by an amount equal to the change in CONTRACTOR’S cost.

3.1.4 CONTRACTOR represents that all of CONTRACTOR’S personnel shall be fully qualified, trained, competent, able bodied and fit for their respective assignments and shall have complied with all necessary laws and regulations in connection therewith. The minimum standard for qualification and training is set forth in Exhibit F. CONTRACTOR shall be able to communicate verbally and in writing by means of a common language at all times.

3.2 OVERTIME COMPENSATION

3.2.1 COMPANY shall pay CONTRACTOR for overtime work of personnel employed by CONTRACTOR who are required to work in excess of their regularly scheduled hours, when requested by COMPANY, at the rates specified in Exhibit F.

3.2.2 In the event the departure of the crews from the drilling site is delayed more than two (2) hours after the normal scheduled departure time due to delays in the transportation schedule which are not caused by the negligence or fault of CONTRACTOR, COMPANY shall pay CONTRACTOR for time in excess of two (2) hours at the hourly overtime rate for each employee as specified in Exhibit F.

3.2.3 In the event that the time of transportation of crews between the Drilling Unit and the shorebase or between the shorebase and Drilling Unit is in excess of two (2) hours for each one-way trip, which are not the result of the negligence or other fault of CONTRACTOR, COMPANY shall pay CONTRACTOR for time in excess of two (2) hours for each trip at the hourly overtime rate for each employee as specified in Exhibit F.

ARTICLE 4

OTHER PAYMENTS

4.1 CHANGE IN HOMEPORT OF OPERATIONS

The Homeport of operations for the Drilling Unit under this CONTRACT is any Gulf of Mexico port between and inclusive of Corpus Christi, TX and Pascagoula, MS.

4.2 EXCESS MEALS AND LODGINGS

COMPANY shall pay CONTRACTOR for the cost of meals and lodging for COMPANY’S personnel and subcontractors (other than CONTRACTOR) that are in excess of ten (10) people per day calculated over a period of one (1) calendar month at CONTRACTOR’S actual cost.

4.3 ANCHOR HANDLING AND TOWING VESSEL CHARGES

COMPANY shall pay all anchor handling and towing vessel charges if required, for movement of the Drilling Unit.

4.4 OTHER CHARGES

COMPANY shall pay CONTRACTOR for other charges as per Article 6, Article 7, and Article 8.

ARTICLE 5

DRILLING UNIT MODIFICATIONS

5.1 PRE-COMMENCEMENT

Any modification to the Drilling Unit before the Commencement Date shall be pursuant to Exhibit H.

5.1.1 POST-COMMENCEMENT DATE

Any modification to the Drilling Unit after the Commencement Date shall be as agreed in a separate written agreement. In the event the Drilling Unit is taken out of service or placed into shelter or harbor for COMPANY requested modifications, the rate that shall be payable per day, or pro rata for any part of a day during which such activity occurs shall be Standby Rate, which shall be payable for the period of time beginning when the Drilling Unit ceases operations to move off the drilling or well location until it moves back to location and commences full operations; provided, however, that if the Drilling Unit has changed locations, CONTRACTOR shall be credited at the Moving Rate for the time that would otherwise have been spent moving to the new location. In such case, the related modification costs and harbor expenses including, but not limited to, customs or other duties or imposts, harbor tugs if required, demurrage, wharfage, harbor and port fees and dues, landing, pilotage, lighterage, stevedoring, customs agent fees, anchor handling, any tow in and out, fuel, and canal charges, if applicable will be paid by COMPANY in a mutually agreed adjustment to the daily rates

ARTICLE 6

OTHER REIMBURSEMENTS

6.1 LICENSES AND PERMITS

CONTRACTOR shall be responsible for all licenses, permits, or other authorization which are required to be obtained by CONTRACTOR subsequent to the Commencement Date. COMPANY agrees to reimburse CONTRACTOR for all cost associated with licenses, permits or other authorization which are required to be obtained by CONTRACTOR should COMPANY designate a location outside the federal waters of the Gulf of Mexico. COMPANY will obtain any required licenses, permits or authorizations which are required to be obtained by COMPANY.

ARTICLE 7

MATERIALS, SUPPLIES, EQUIPMENT, AND SERVICES TO BE FURNISHED BY CONTRACTOR

7.1 MATERIALS, SUPPLIES, EQUIPMENT, & SERVICES

7.1.1 CONTRACTOR shall furnish and maintain at its sole expense all items designated in Exhibit B under the heading FURNISHED BY CONTRACTOR. Any additional items not specifically mentioned elsewhere in this CONTRACT and found necessary to perform work shall be furnished by COMPANY at its sole expense.

7.1.2 All items of equipment, materials, supplies, services, and service personnel required for operations hereunder that are to be FURNISHED BY CONTRACTOR as specified in Exhibit B may be furnished by COMPANY upon the mutual consent of COMPANY and CONTRACTOR and billed to CONTRACTOR at actual invoice cost less all cash discounts obtained by COMPANY plus a five (5) percent handling charge plus applicable taxes if taxes are applied to the cost reimbursement. A copy of invoice(s) for equipment, materials, supplies, services, and service personnel shall accompany COMPANY’S invoice to CONTRACTOR and must have the signature of CONTRACTOR’S representative for reimbursement to COMPANY.

7.1.3 All items of equipment, materials, supplies, services, and service personnel required for operations hereunder that are to be FURNISHED BY CONTRACTOR AND REIMBURSED BY COMPANY as specified in Exhibit B are to be billed to COMPANY at actual invoice cost less all cash discounts obtained by CONTRACTOR plus a five (5) percent handling charge. A copy of invoice(s) for equipment, materials, supplies, services, and service personnel shall accompany CONTRACTOR’S invoice to COMPANY and must have the signature of COMPANY’S representative’s for reimbursement to CONTRACTOR.

7.1.4 Any equipment, materials, or supplies purchased by COMPANY for the account of CONTRACTOR pursuant to Articles

7.1.2 and 7.1.3. above shall thereafter become the property of COMPANY unless agreed to by the Parties.

7.1.5 CONTRACTOR shall provide at CONTRACTOR’S expense a drill pipe and drill collar inspection in accordance with API- IADC Standards prior to the Commencement Date. All of the drill pipe and drill collars shall be new. The costs of subsequent drill pipe and drill collar inspections during the term of this CONTRACT shall be borne by the COMPANY or CONTRACTOR as provided in Exhibit B.

ARTICLE 8

MATERIALS, SUPPLIES, EQUIPMENT, AND SERVICES TO BE FURNISHED BY COMPANY

8.1 MATERIALS, SUPPLIES, EQUIPMENT, & SERVICES

8.1.1 COMPANY shall furnish and maintain at its sole expense all items designated in Exhibit B hereof under the heading “FURNISHED BY VASTAR”.

8.1.2 All items of equipment, materials, supplies, services, and service personnel required for operations hereunder that are to be “FURNISHED BY VASTAR” as specified in Exhibit B may be furnished by CONTRACTOR upon the mutual consent of COMPANY and CONTRACTOR and billed to COMPANY at actual invoice cost less all cash discounts obtained by CONTRACTOR plus a five (5) percent handling charge plus applicable tax gross up if taxes are applied to the cost reimbursement. A copy of invoice(s) for equipment, materials, supplies, services, and service personnel shall accompany CONTRACTOR’S invoice to COMPANY and must have COMPANY’S representative’s signature for reimbursement to CONTRACTOR.

8.1.3 Any equipment, materials, or supplies purchased by CONTRACTOR for the account of COMPANY pursuant to Article 8.1.2 above shall thereafter become the property of COMPANY.

ARTICLE 9

PAYMENTS

9.1 TIME OF PAYMENT

COMPANY shall make payments under this CONTRACT in U.S. currency in accordance with the terms of Article 2, Article 3, Article 4, Article 5, Article 6, Article 7, and Article 8 of this CONTRACT, on or before the last working day of the month following the receipt of a valid invoice form CONTRACTOR if received within five (5) calendar days after the month being invoiced If COMPANY receives an invoice after five (5) calendar days from the end of the month being invoiced then the payment will be due twenty (20) working days after receipt of the invoice. Thereafter, valid and undisputed amounts remaining due and unpaid shall earn simple interest at the rate of one and one-half percent (1 1/2%) per month. Should COMPANY question any item of an invoice, COMPANY may withhold payment of the amount in question, without interest, until the matter is resolved between the Parties, but COMPANY shall pay promptly the amount not in question. COMPANY shall have the right to set off any undisputed and liquidated amount payable by COMPANY to CONTRACTOR under this CONTRACT or under any instrument executed in connection herewith against any amount payable by CONTRACTOR to COMPANY under this CONTRACT.

9.2 IDENTIFICATION OF CHARGES

All invoices must reference charges by block name and number and well number (e.g., Viosca ▇▇▇▇▇ Blk. 1001 No. 1). OCS numbers or state numbers are not acceptable references.

9.3 PLACE OF INVOICE PRESENTATION

Invoices, accompanied by copies of the original vouchers or such records, receipts, or other evidence as may be requested by COMPANY to support the invoices rendered, shall be sent to COMPANY’S office in Houston, Texas at the address below on or before the tenth (10th) of each month next succeeding the month during which the Work was performed or the expense incurred. The invoices to COMPANY should be directed as follows:

Vastar Resources, Inc.

▇.▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

ATTN: DRILLING INVOICES

9.4 PLACE OF PAYMENT

All payments shall be directed to CONTRACTOR as follows:

▇▇▇▇▇ Fargo Bank ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account Number ABA Number SWIFT Number

ARTICLE 10

PAYMENT OF CLAIMS

10.1 CLAIMS

CONTRACTOR shall pay all claims for equipment, labor, materials, services, and supplies to be furnished by it hereunder and shall allow no lien or charge resulting from such claims to be fixed upon any well lease or other property of COMPANY. CONTRACTOR shall protect, release, defend, indemnify, and hold harmless COMPANY from and against all such claims and liens. COMPANY may, at its option, pay and discharge any (i) amounts secured by such liens or (ii) overdue charges for CONTRACTOR’S equipment, labor, materials, services, and supplies under this CONTRACT and may thereupon deduct the amount or amounts so paid by COMPANY from any sums due, or which thereafter become due, to CONTRACTOR hereunder.

10.2 NOTICE OF CLAIMS

CONTRACTOR shall promptly give COMPANY notice in writing of any claim made or proceeding commenced against CONTRACTOR for which CONTRACTOR claims to be entitled to indemnification under this CONTRACT. CONTRACTOR shall confer with COMPANY concerning the defense of any such claim proceeding, shall permit COMPANY to be represented by counsel in defense thereof, and shall not effect settlement of, nor compromise, any such claim or proceeding without COMPANY’S written consent.

COMPANY shall promptly give CONTRACTOR notice in writing of any claim made or proceeding commenced against COMPANY for which COMPANY claims to be entitled to indemnification under this CONTRACT. COMPANY shall confer with CONTRACTOR concerning the defense of any such claim proceeding, shall permit COMPANY to be represented by counsel in defense thereof, and shall not effect settlement of, nor compromise, any such claim or proceeding without CONTRACTOR’S written consent.

ARTICLE 11

TAXES AND FEES

11.1 TAXES AND FEES ON DRILLING UNIT, CREW, AND OPERATIONS

CONTRACTOR shall be responsible for, pay, and protect, release, defend, indemnify and hold harmless COMPANY from all taxes, including, income taxes of whatsoever kind, and any addition, penalty, interest, or similar item imposed with respect to such taxes, levies, customs charges, duties, fees, or other charges of whatsoever kind without contribution or indemnity from COMPANY whatsoever which may be levied by any national, territorial possession, state, provincial, local, or municipal government, authority, or other agency having jurisdiction over the Operating Area on, in connection with, or related to the Drilling Unit, its crew, its equipment, and any and all materials, equipment, or operations in performance of this CONTRACT. Notwithstanding any other provision of this CONTRACT, COMPANY shall bear ultimate liability for any end user taxes such as, but not limited to, value added taxes and sales taxes imposed on COMPANY or which CONTRACTOR is required by law to collect. COMPANY and CONTRACTOR will make payments in accordance with the laws and regulations governing these taxes.

11.2 PAYROLL TAXES

CONTRACTOR shall make all necessary reports and pay all taxes, licenses, and fees levied or assessed on CONTRACTOR in connection with or incident to the performance of this CONTRACT by any governmental agency having jurisdiction over the Operating Area for unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages or salaries paid by CONTRACTOR, its agents, employees, and representatives. CONTRACTOR shall require the same agreement of, and be liable for any breach of the agreement by, any of its subcontractors.

11.3 TAXES PAID BY COMPANY

CONTRACTOR shall reimburse COMPANY on demand for all the taxes or governmental charges, state or federal, outlined in Articles 11.1 and 11.2, which COMPANY may be required or deems necessary to pay on account of CONTRACTOR or its employees or subcontractors. At its election, COMPANY is authorized to deduct all sums so paid for the taxes and governmental charges from any money due CONTRACTOR hereunder and provide official tax receipts within sixty (60) days.

ARTICLE 12

COMPANY’S RIGHT TO QUESTION INVOICES AND AUDIT

12.1 QUESTION INVOICES

Payment of any invoice shall not prejudice the right of COMPANY to question the propriety of any charges therein, provided that COMPANY, within four (4) years after the date of the invoice in question, shall deliver to CONTRACTOR written notice of objections to any item or items, the propriety of which it questions, specifying the reasons for the objections. Should COMPANY so notify CONTRACTOR, adjustments shall be made as the propriety or impropriety of the item may be mutually determined.

12.2 AUDIT

CONTRACTOR shall maintain a complete and correct set of records pertaining to all aspects of this CONTRACT, including the performance hereof by CONTRACTOR. If any payment provided for hereunder is to be made on the basis of CONTRACTOR’S cost, COMPANY shall have the Drilling Unit to inspect and audit any and all records relating to the cost any time during the term of this CONTRACT and up to a period of four (4) years after the recorded date of the record in question, provided that CONTRACTOR shall have the right to exclude any trade secrets, formulas, or processes from the inspection and audit. Should the results of any audit so require, the Parties will make appropriate adjustments or payments.

ARTICLE 13

DEPTH

13.1 DEPTH

The depth of each well to be drilled hereunder will be specified by COMPANY, which COMPANY may amend from time to time. The depth so specified is hereinafter referred to as the “Contract Depth”, subject to the right of COMPANY to direct, at any time, a stoppage of Work at a lesser depth.

ARTICLE 14

DRILLING UNIT

14.1 REPRESENTATION OF DRILLING UNIT

The Drilling Unit shall be fully equipped as specified in Exhibit B and shall meet the requirements of Exhibit G, and shall be adequate to drill and complete ▇▇▇▇▇ in the Operating Area to the depths as specified in Article 14.2 hereof and in water depths as specified in Article l4.3. CONTRACTOR represents that the Drilling Unit satisfies all requirements of Articles 14.1.1, 14.4 and 14.6, and is capable of operating to its full capacity as rated by the

manufacturer. CONTRACTOR shall maintain the Drilling Unit at optimal operating condition, in accordance with good oilfield practices throughout the duration of the CONTRACT.

14.1.1 CONTRACTOR represents that (i) the Drilling Unit and related equipment shall be in a condition to permit its continuous and efficient operation during the Contract Period, subject to required periods of maintenance, repair, drydocking and inspection by regulatory bodies and classification societies, (ii) it will diligently perform the Work in a good workmanlike manner consistent with applicable industry standards and practices, (iii) it will use sound technical principles where applicable, (iv) it will perform the Work in compliance with this Contract, (v) it will furnish material and equipment in good condition to sufficiently meet the applicable CONTRACT requirements and good oilfield practices and (vi) where mutually agreed, it will furnish used material and equipment, fit for the intended use. CONTRACTOR shall bear any cost incurred in placing the Drilling Unit in a condition to function continuously and efficiently during the entire Contract Period. CONTRACTOR agrees to ensure that the Drilling Unit and all equipment and materials furnished by CONTRACTOR are adequately maintained and in such condition as to permit their continuous and efficient operation. CONTRACTOR shall appropriately protect and secure all COMPANY’S equipment and materials placed in its care. CONTRACTOR also agrees to carry out visual inspection on, and make available to COMPANY to test any of CONTRACTOR’S equipment in the manner prescribed by COMPANY.

Notwithstanding the foregoing, CONTRACTOR shall carry out, at CONTRACTOR’S expense, a full and detailed inspection of its drill pipe, drill collars, bottom hole assemblies and other down-hole and surface drilling equipment in accordance with Exhibit B prior to commencing the Work. COMPANY reserves the right to ensure that such inspection is carried out satisfactorily and, accordingly, shall have access to all related inspection reports. CONTRACTOR shall give COMPANY three weeks notice of inspection in order that COMPANY may have a third person witness the inspections to ensure they are carried out in accordance with Exhibit G.

14.1.2 COMPANY shall have the right before the Commencement Date to inspect and reject for sound reasons any part of the Drilling Unit not meeting the requirements of this Contract; provided, however, such right shall not in any way relieve CONTRACTOR of its own obligations, including, without limitation, the obligation to inspect and maintain the Drilling Unit and related equipment in efficient operating condition. COMPANY shall have access and the right to review all commissioning, testing, and acceptance documents pertaining to the Drilling Unit. Unless waived by COMPANY, the Commencement Date shall not occur prior to the date on which CONTRACTOR has satisfactorily remedied any defect.

14.2 MAXIMUM DRILLING DEPTH RATING

CONTRACTOR represents that the Drilling Unit is mechanically capable of drilling ▇▇▇▇▇ to the depth specified in Exhibit B-1.

14.3 MAXIMUM WATER DEPTH RATING

CONTRACTOR represents that the Drilling Unit is mechanically capable of drilling ▇▇▇▇▇ in water depths and during environmental conditions, as specified in Exhibit B-I.

14.4 TECHNOLOGY

CONTRACTOR and COMPANY agree to explore the latest technologies, including riserless drilling, in an effort to incorporate same into the construction and operation of the Drilling Unit. CONTRACTOR shall make such technology available to COMPANY as soon as CONTRACTOR has the right to install and use such technology on its commercial drilling units, subject to any existing third party contracts as of the Commencement Date. Such installation shall be done pursuant to Article 5.

14.5 APPLICABLE LAWS

Subject to Article 2.3.4, CONTRACTOR represents that during the Contract Period, the Drilling Unit is outfitted, conformed, and equipped to meet all applicable laws, rules, requirements, and regulations promulgated by the U.S. Coast Guard, the U.S. Environmental Protection Agency, the United States of America Department of the Interior as well as any other agency, bureau, or department of the U.S. federal, territorial possession, state, municipal, or local governments, any political subdivisions thereof, having jurisdiction over the operations in U. S. federal waters.

14.6 SAFETY OF PORT

COMPANY does not and shall not be deemed to warrant the safety of any port, place, berth, dock, anchorage, location, or submarine line and shall be under no liability in respect thereof, except as specifically provided for under Article 31.

14.7 OPERATING AREA

The Drilling Unit shall be capable of operating year around in the federal waters of the U. S. Gulf of Mexico. Additionally, the Drilling Unit will be designed to allow for operations in other areas of U. S. federal waters, offshore West Africa and the United Kingdom and other areas of the world, all subject to modifications and outfitting required by the controlling jurisdictions of each different operating area and to the operating limits set forth in Exhibit “G”.

ARTICLE 15

PERFORMANCE OF DRILLING OPERATIONS

15.1 OPERATIONS OF DRILLING UNIT

CONTRACTOR shall be solely responsible for the operation of the Drilling Unit, including, without limitation, supervising moving operations, and the positioning of the Drilling Unit on drilling locations as required by COMPANY, as well as such operations on board the Drilling Unit as may be necessary or desirable for the safety of the Drilling Unit.

15.2 PREVENTION OF FIRE AND BLOWOUTS

CONTRACTOR shall maintain well control equipment in accordance with good oilfield practices at all times and shall use all reasonable means to control and prevent fire and blowouts and to protect the hole and all other property of the COMPANY. CONTRACTOR shall use the blowout prevention equipment specified in Exhibit B hereof on all strings of casing unless otherwise directed by COMPANY. CONTRACTOR shall pressure test the blowout prevention

devices as often as instructed by COMPANY, usually once every seven (7) days, and shall function test the blowout prevention devices by opening and closing to assure operating condition at each trip for a bit change. CONTRACTOR shall record the results of all the tests on the Daily Drilling Report Form defined in Section 19.1 hereof. CONTRACTOR shall use ▇▇▇▇▇ sub protectors and drill pipe protectors. In any event, CONTRACTOR, at a minimum, shall use, test, and maintain blowout prevention equipment in accordance with all applicable governmental rules, regulations, and orders then in effect.

15.3 DEVIATION OF THE HOLE

CONTRACTOR shall use precaution in accordance with good oilfield practices in the Area of Operations, to drill a hole which will not deviate excessively from the limits specified by COMPANY. CONTRACTOR shall run angle and directional measuring devices acceptable to, and at the intervals directed by COMPANY. CONTRACTOR shall record the results of the deviation survey on the Daily Drilling Report Form.

15.4 DRILL PIPE MEASUREMENT

CONTRACTOR shall measure the total length of drill pipe in service with a steel tape before setting casing or liner, before logging, after reaching final depth, and whenever requested by COMPANY and shall promptly enter all the measurements on the Daily Drilling Report Form.

15.5 CASING PROGRAM

The casing program shall be as specified by COMPANY.

15.6 MUD PROGRAM

CONTRACTOR shall use all reasonable care to make and maintain drilling mud having weight, viscosity, water loss, and other characteristics to satisfy the requirements as specified by COMPANY. CONTRACTOR shall exercise due diligence to prevent the well from blowing out, and to enable the efficient drilling, logging, and testing of all formations without caving or formation contamination. While drilling, CONTRACTOR shall test drilling mud for weight, viscosity, water loss, and other necessary characteristics as instructed by COMPANY and shall record the results of the tests and the material volume usage on the Daily Drilling Report Form.

15.7 COMPLETION OR ABANDONMENT OF ▇▇▇▇▇

CONTRACTOR shall perform all work necessary to tube, equip, and complete or abandon each well in the manner specified by COMPANY.

15.8 SAMPLES

CONTRACTOR shall save and preserve for COMPANY samples of formations penetrated, and properly prepare and label COMPANY’S containers. COMPANY shall designate the sampling frequency.

15.9 CORING

CONTRACTOR shall core at the depths which COMPANY shall specify and shall deliver all cores in COMPANY’S containers, properly labeled, to COMPANY and shall not allow any third

person access to the cores or to the samples referred to in Article 15.8, or to any core or sample data, without COMPANY’S consent.

15.10 FORMATION TESTS

If during the course of drilling CONTRACTOR encounters evidence of oil or gas, or other hydrocarbon substances, then CONTRACTOR shall immediately notify COMPANY, and should COMPANY desire a test to determine the productivity of any formation so encountered then, CONTRACTOR shall make such a test if it is feasible under existing conditions.

15.11 ANCHOR HANDLING AND TOWING

COMPANY shall supply any required anchor handling and towing vessels to move the Drilling Unit between locations.

ARTICLE 16

INSPECTION OF MATERIALS

16.1 INSPECTION BY CONTRACTOR

CONTRACTOR shall carefully perform a visual inspection of all materials and appliances furnished by COMPANY when delivered into CONTRACTOR’S possession and shall notify COMPANY’S representative of any apparent defects so that COMPANY may replace the defective materials or appliances. Upon the termination of this CONTRACT, CONTRACTOR shall return to COMPANY all materials and appliances received by CONTRACTOR from COMPANY or purchased by CONTRACTOR for COMPANY’S account then in CONTRACTOR’S possession.

16.2 INSPECTION BY COMPANY

Excluding the Drilling Unit and its major equipment, COMPANY shall have the right to inspect and reject, for any valid cause, any items furnished by CONTRACTOR in Exhibit B-3. CONTRACTOR at its sole cost, risk and expense shall replace and/or repair the rejected items, or replace them with items free of defects.

ARTICLE 17

SAFETY

17.1 GENERAL

CONTRACTOR shall have the primary responsibility for the safety of all its operations, shall take all measures necessary or proper to protect the personnel and facilities and, in addition, shall observe all safety rules and regulations of any governmental agency having jurisdiction over operations conducted hereunder. CONTRACTOR shall place the highest priority on safety while performing the work. CONTRACTOR shall also observe all of COMPANY’S safety rules and guidelines as set forth in “Safety and Health Manual” of Vastar Resources, Inc., and the requirements contained in Exhibit D. The CONTRACTOR may also have its own safety manual

and when CONTRACTOR’S and COMPANY’S safety manuals conflict, CONTRACTOR’S safety manual shall control.

17.2 UNDER TOW

At all times during movement of the Drilling Unit between locations, CONTRACTOR shall have full responsibility for control of the Drilling Unit and shall have final authority regarding the safety and operation of the Drilling Unit, associated equipment, and personnel on board.

17.3 SAFETY EQUIPMENT

CONTRACTOR shall furnish any needed personal protection equipment that CONTRACTOR’S personnel may require in order to safely perform CONTRACTOR’S obligations under this CONTRACT.

17.4 EMERGENCY EVACUATION PLAN

The CONTRACTOR shall furnish COMPANY with information regarding the Emergency Evacuation Plan (“EEP”) for the CONTRACTOR’S Drilling Unit. The information supplied shall include station bills, a list of fire fighting equipment, list of emergency crafts onboard, and all other information required to describe the EEP in order to meet federal regulations in 46 C.F.R. 109 for MODU’s. The COMPANY shall submit as part of the COMPANY’S EEP, information and/or data as required by 33 C.F.R.

146.2 10.

ARTICLE 18

PERFORMANCE OF THE WORK

18.1 INDEPENDENT CONTRACTOR RELATIONSHIP

In performing the work set forth in this CONTRACT, CONTRACTOR shall act at all times as an independent contractor. Unless otherwise mutually agreed, CONTRACTOR shall not make any commitment or incur any charges or expense in the name of COMPANY. CONTRACTOR expressly agrees, acknowledges and stipulates that neither this CONTRACT nor the performance of CONTRACTOR’S obligations or duties hereunder shall ever result in CONTRACTOR, or anyone employed by CONTRACTOR, being i) an employee, agent, servant, or representative of COMPANY, or ii) entitled to any benefits from COMPANY, including without limitation, pension, profit sharing or accident, health, medical, life or disability insurance benefits or coverage, to which employees of COMPANY may be entitled. The sole and only compensation to which CONTRACTOR shall be entitled to under this CONTRACT are the payments provided for herein. COMPANY shall have no direction or control of CONTRACTOR or its employees and agents except in the results to be obtained. The actual performance and superintendence of all work hereunder shall be by CONTRACTOR, but the work shall meet the approval of COMPANY and be subject to the general right of inspection herein provided in order for COMPANY to secure the satisfactory completion of the work.

18.2 COMPANY’S REPRESENTATIVE

COMPANY shall be entitled to designate a representative(s), who shall at all times have complete access to the Drilling Unit for the purpose of observing or inspecting operations

performed by CONTRACTOR in order to determine whether, in COMPANY’S sole opinion, CONTRACTOR has complied with the terms and conditions of this CONTRACT. The representative(s) shall be empowered to act for COMPANY in all matters relating to CONTRACTOR’S daily performance of the work. CONTRACTOR shall cooperate at all times with and render reasonable assistance to the representative(s) of COMPANY or representative(s) of any of COMPANY’S other contractor(s).

18.3 DISCIPLINE

CONTRACTOR shall maintain at all times strict discipline and good order among its employees. Should COMPANY determine, for just cause, that the conduct of any of CONTRACTOR’S personnel is detrimental to COMPANY’S interest, COMPANY shall notify CONTRACTOR in writing of the reasons for requesting removal of such personnel and CONTRACTOR shall replace the personnel at CONTRACTOR’S expense.

18.4 TAKEOVER BY COMPANY

In the event that CONTRACTOR shall fail to take proper steps to supply properly skilled workmen or tools, machinery or appliances for the performance of the work on any well hereunder, or shall otherwise neglect or willfully discontinue or delay commencement of the work to be performed on any such well, for a period of five (5) consecutive days after notice by COMPANY, then COMPANY shall have the right, by giving CONTRACTOR notice of its intention to do so, to take possession of the well, and the supervision and control of the drilling equipment and tools, machinery and appliances of CONTRACTOR and drill the well to completion or otherwise complete the work on said well. CONTRACTOR shall continue to have custody of and be solely responsible for its Drilling Unit and the locating and maintaining of it, and COMPANY or its representatives shall have supervision and control of such facilities only to the extent of the drilling or other operations involved. Following any such taking of possession by COMPANY, whether COMPANY is successful or unsuccessful in completing the well, or restoring same to production, the actual incremental cost directly related to the assumed operations to COMPANY (with no allowance to CONTRACTOR, other than dayrate, for the use of its drilling equipment and tools, machinery and appliances), shall be deducted from the applicable dayrate during such period and the balance, if any, paid to CONTRACTOR. COMPANY shall be liable for the return of such drilling equipment and tools, machinery and appliances to CONTRACTOR in as good condition as when received, natural wear and weathering, accidental loss or breakage excepted.

COMPANY SHALL INDEMNIFY, DEFEND AND HOLD CONTRACTOR HARMLESS FROM AND AGAINST ANY AND ALL LOSS, COST, CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY FROM COMPANY’S SUPERVISION OF CONTRACTOR’S DRILLING EQUIPMENT AND TOOLS DURING THAT PERIOD OF TIME IN WHICH COMPANY HAS TAKEN OVER SUPERVISION AND CONTROL OF CONTRACTOR’S DRILLING EQUIPMENT AND TOOLS. THE LIABILITY PROVISIONS HEREOF AND CONTRACTOR’S INDEMNITY OBLIGATIONS HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT AS TO ANY AND ALL DAMAGE, LOSS, COST, CLAIM OR CAUSE OF ACTION

ARISING DIRECTLY OR INDIRECTLY PRIOR TO COMPANY’S TAKEOVER OF CONTRACTOR’S DRILLING EQUIPMENT AND TOOLS OR AFTER SUCH DRILLING EQUIPMENT AND TOOLS ARE RETURNED TO THE

POSSESSION OF CONTRACTOR. During such a takeover, COMPANY shall obtain insurance coverage with the same coverages as the insurance required to be carried by CONTRACTOR, naming CONTRACTOR and endorsed to waive subrogation.

18.5 CHANGE OF SUPERVISORY PERSONNEL

CONTRACTOR shall notify OPERATOR of any proposed change in supervisory personnel prior to the proposed change.

ARTICLE 19

RECORDS TO BE FURNISHED BY CONTRACTOR

19.1 DAILY DRILLING REPORTS

CONTRACTOR shall keep and furnish to COMPANY one (1) copy of the Daily Drilling Report Form showing the depth of the hole, formation penetrated, and any other data required by COMPANY or governmental authority. CONTRACTOR shall supply the report on the standard API-IADC Report Form. When CONTRACTOR prepares such form, it shall be referred to as the “Daily Drilling Report Form”.

19.2 ACCIDENT REPORTS

CONTRACTOR shall report to COMPANY, as soon as possible, all accidents or occurrences resulting in injuries to CONTRACTOR’S employees or to any third parties, as well as any damage to property of third persons, arising out of or during the course of operations of CONTRACTOR or its subcontractors. CONTRACTOR shall furnish COMPANY with a copy of all reports made by CONTRACTOR to its insurer or to others as requested by COMPANY of the accidents and occurrences.

19.3 DELIVERY TICKETS

CONTRACTOR shall furnish to COMPANY delivery tickets covering any materials or supplies furnished to CONTRACTOR by vendors for which COMPANY is obligated to reimburse CONTRACTOR. These shall be turned in to COMPANY’S representative as received with the Daily Drilling Report Form. The quantity, description, and condition of materials and supplies so furnished shall be verified and checked by CONTRACTOR. The delivery tickets shall be properly certified as to receipt by CONTRACTOR and must have COMPANY’S representative’s signature for reimbursement to CONTRACTOR.

19.4 LOGS

CONTRACTOR shall diligently maintain navigational logs, equipment maintenance, and testing logs, and such other logs and documentation designated by COMPANY. Any maintained log or documentation shall not create any additional burden on CONTRACTOR that is not already required elsewhere in this CONTRACT. CONTRACTOR shall provide a copy of any log upon COMPANY’S request.

ARTICLE 20

INSURANCE

20.1 INSURANCE

Without limiting the indemnity obligation or liabilities of CONTRACTOR or its insurer, at all times during the term of this CONTRACT, CONTRACTOR shall maintain insurance covering the operations to be performed under this CONTRACT as set forth in Exhibit C.

ARTICLE 21

INDEMNITY FOR PERSONAL INJURY OR DEATH

21.1 CONTRACTOR’S PERSONNEL

CONTRACTOR SHALL PROTECT, RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY FROM AND AGAINST ALL CLAIMS, DEMANDS AND CAUSES OF ACTION ASSERTED BY CONTRACTOR, CONTRACTOR’S SUBSIDIARIES AND AFFILIATED COMPANIES, CONTRACTORS OF ANY SUCH PARTIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, INVITEES, EMPLOYEES AND ANY OF THEIR RELATIVES FOR PERSONAL INJURY (INCLUDING BODILY INJURY), ILLNESS, OR DEATH, THAT ARISE OUT OF OR ARE RELATED TO WORK PERFORMED HEREUNDER.

21.2 COMPANY’S PERSONNEL

COMPANY SHALL PROTECT, RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CONTRACTOR FROM AND AGAINST ALL CLAIMS, DEMANDS AND CAUSES OF ACTION ASSERTED BY COMPANY, COMPANY’S SUBSIDIARIES, CO-OWNERS AND JOINT VENTURERS (IF ANY), CONTRACTORS OF ANY SUCH PARTIES (EXCEPT CONTRACTOR, AS SET FORTH IN ARTICLE 21.1 HEREOF), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, INVITEES, EMPLOYEES AND ANY OF THEIR RELATIVES FOR PERSONAL INJURY (INCLUDING BODILY INJURY), ILLNESS, OR DEATH, THAT ARISE OUT OF OR ARE RELATED TO WORK PERFORMED HEREUNDER.

ARTICLE 22

RESPONSIBILITY FOR LOSS OF OR DAMAGE TO THE EQUIPMENT

22.1 CONTRACTOR’S DRILLING UNIT

EXCEPT AS SPECIFICALLY PROVIDED FOR IN ARTICLE 22.3, CONTRACTOR SHALL ASSUME ALL RISK OF LOSS OF OR DAMAGE TO AND SHALL PROTECT,

RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY FROM AND AGAINST ANY AND ALL CLAIMS FOR LOSS OF OR DAMAGE TO (INCLUDING SALVAGE OR REMOVAL COSTS) ITS DRILLING UNIT AND EQUIPMENT.

FOR PURPOSES OF THIS ARTICLE 22, ALL EQUIPMENT BELONGING TO CONTRACTOR’S PARENT, SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS, PARTNERS, JOINT VENTURERS, EMPLOYEES, OR AGENTS SHALL BE CONSIDERED TO BE CONTRACTOR’S EQUIPMENT.

22.2 USE OF CONTRACTOR’S EQUIPMENT

COMPANY shall have unrestricted right to use all of CONTRACTOR’S equipment provided under this CONTRACT during such times as COMPANY or both COMPANY and CONTRACTOR are engaged in bringing a well being drilled under this CONTRACT under control, provided however, that such use, in CONTRACTOR’S sole opinion, does not endanger CONTRACTOR’S personnel or the Drilling Unit.

22.3 CONTRACTOR’S IN HOLE-EQUIPMENT

COMPANY SHALL ASSUME ALL RISK OF LOSS OF OR DAMAGE TO CONTRACTOR’S IN-HOLE, SUBSEA AND MOORING EQUIPMENT WHEN THE EQUIPMENT IS IN THE HOLE OR IN USE BELOW THE SURFACE OF THE WATER TO THE EXTENT CONTRACTOR’S INSURANCE DOES NOT COMPENSATE CONTRACTOR, REGARDLESS OF WHEN OR HOW THE DESTRUCTION OR DAMAGE OCCURS, UNLESS SAID LOSS OF OR DAMAGE IS A RESULT OF CONTRACTOR’S SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN WHICH CASE CONTRACTOR IS SOLELY RESPONSIBLE FOR ALL LOSS OF OR DAMAGE. FOR PURPOSES OF THIS SECTION 22.3, ALL EQUIPMENT BELONGING TO CONTRACTOR’S SUBCONTRACTORS, PARTNERS, JOINT VENTURERS, EMPLOYEES, OR AGENTS SHALL BE CONSIDERED TO BE CONTRACTOR’S EQUIPMENT. COMPANY’S RESPONSIBILITY FOR LOSS OF CONTRACTOR’S INHOLE, SUBSEA AND MOORING EQUIPMENT IS LIMITED TO CONTRACTOR’S CIF REPLACEMENT COST LESS DEPRECIATION AT THE RATE OF THREE-FOURTHS OF ONE PERCENT (0.75%) PER MONTH OF USE UNDER THIS CONTRACT.

COMPANY SHALL ASSUME THE RISK OF LOSS FOR AND PROTECT, RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CONTRACTOR FOR DAMAGE TO OR DESTRUCTION OF CONTRACTOR’S CHOKE MANIFOLDS, BLOWOUT PREVENTORS, AND DRILL STRING CAUSED BY EXPOSURE TO UNUSUALLY CORROSIVE OR OTHERWISE DESTRUCTIVE ELEMENTS NOT NORMALLY ENCOUNTERED WHICH ARE INTRODUCED INTO THE DRILLING FLUID FROM SUBSURFACE FORMATIONS OR THE USE OF CORROSIVE ADDITIVES IN THE FLUID, UNLESS SAID LOSS OF OR DAMAGE IS A RESULT OF CONTRACTOR’S NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN WHICH CASE CONTRACTOR IS SOLELY RESPONSIBLE FOR ALL LOSS OR DAMAGE.

22.4 COMPANY’S EQUIPMENT

COMPANY SHALL ASSUME THE RISK OF LOSS FOR AND PROTECT, RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS CONTRACTOR FROM AND AGAINST ANY AND ALL CLAIMS FOR LOSS OF OR DAMAGE TO COMPANY’S EQUIPMENT AND PROPERTY. FOR THE PURPOSE OF THIS ARTICLE 22 ONLY, ALL EQUIPMENT AND PROPERTY BELONGING TO COMPANY’S PARENT, SUBSIDIARIES, AFFILIATES, CONTRACTORS (OTHER THAN CONTRACTOR) SUBCONTRACTORS, PARTNERS, JOINT VENTURERS, EMPLOYEES, OR AGENTS SHALL BE CONSIDERED TO BE COMPANY’S EQUIPMENT.

22.5 RESPONSIBILITY DURING MOBILIZATION FROM KOREA

CONTRACTOR SHALL ASSUME FULL RESPONSIBILITY FOR AND SHALL PROTECT, RELEASE,

DEFEND, INDEMNIFY, AND HOLD HARMLESS COMPANY AND ITS’ JOINT OWNERS HARMLESS FROM AND AGAINST ANY LOSS, CLAIM, DAMAGE, FINE, PENALTY, DEMAND OR LIABILITY, FOR POLLUTION OR PROPERTY DAMAGE, WITHOUT MONETARY LIMITATIONS, MADE BY ANY ENTITY OR PERSON WHILE THE DRILLING UNIT IS MOBILIZING FROM KOREA TO THE GULF OF MEXICO PRIOR TO THE COMMENCMENT DATE.

ARTICLE 23

LOSS OF HOLE OR RESERVOIR

23.1 LOSS OR DAMAGE TO THE HOLE

SHOULD THE HOLE BE LOST OR DAMAGED, THE LOSS OR DAMAGE WILL BE BORNE BY COMPANY AND COMPANY SHALL PROTECT, RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS CONTRACTOR FROM AND AGAINST ALL CLAIMS FOR LOSS OF OR DAMAGE TO THE HOLE. NOTWITHSTANDING THE PREVIOUS SENTENCE, IF THE HOLE IS LOST OR DAMAGED DUE TO CONTRACTOR’S NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR ITS AGENTS’, OR SUBCONTRACTORS OR THEIR FAILURE TO COMPLY WITH COMPANY’S INSTRUCTIONS, THEN AS CONTRACTOR’S SOLE LIABILITY, CONTRACTOR SHALL BE OBLIGATED AT COMPANY’S ELECTION TO REDRILL THE HOLE TO THE POINT AT WHICH THE HOLE WAS LOST AT EIGHTY PERCENT (80%) OF THE OPERATING RATE BUT OTHERWISE SUBJECT TO THIS DRILLING CONTRACT.

23.2 COST OF CONTROL OF BLOWOUT OR CRATER

IN THE EVENT ANY WELL BEING DRILLED HEREUNDER SHALL BLOWOUT, CRATER OR CONTROL BE LOST FROM ANY CAUSE, COMPANY SHALL BEAR THE ENTIRE COST AND EXPENSE OF KILLING THE WELL OR OF OTHERWISE BRINGING THE WELL UNDER CONTROL AND SHALL PROTECT, RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS CONTRACTOR FROM AND

AGAINST ALL CLAIMS, SUITS, DEMANDS, AND CAUSES OF ACTION FOR COSTS ACTUALLY INCURRED IN CONTROLLING THE WELL.

23.3 UNDERGROUND DAMAGE

COMPANY SHALL PROTECT, RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS CONTRACTOR FOR ANY AND ALL CLAIMS ON ACCOUNT OF (I) INJURY TO, DESTRUCTION OF, LOSS, OR IMPAIRMENT OF ANY PROPERTY RIGHT IN OR TO OIL, GAS, OR OTHER MINERAL SUBSTANCES OR WATER, IF AT THE TIME OF THE ACT OR OMISSION CAUSING THE INJURY, DESTRUCTION, LOSS, OR IMPAIRMENT, THE SUBSTANCE HAD NOT BEEN REDUCED TO PHYSICAL POSSESSION ABOVE THE SURFACE OF THE EARTH, OR (II) ANY LOSS OR DAMAGE TO ANY FORMATION, STRATA, OR RESERVOIR BENEATH THE SURFACE OF THE EARTH.

ARTICLE 24

POLLUTION

24.1 CONTRACTOR RESPONSIBILITY

CONTRACTOR SHALL ASSUME FULL RESPONSIBILITY FOR AND SHALL PROTECT, RELEASE,

DEFEND, INDEMNIFY, AND HOLD COMPANY AND ITS JOINT OWNERS HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, EXPENSE, CLAIM, FINE, PENALTY, DEMAND, OR LIABILITY FOR POLLUTION OR CONTAMINATION, INCLUDING CONTROL AND REMOVAL THEREOF, ORIGINATING ON OR ABOVE THE SURFACE OF THE LAND OR WATER, FROM SPILLS, LEAKS, OR DISCHARGES OF FUELS, LUBRICANTS, MOTOR OILS, PIPE DOPE, PAINTS, SOLVENTS, BALLAST, AIR EMISSIONS, BILGE SLUDGE, GARBAGE, OR ANY OTHER LIQUID OR SOLID WHATSOEVER IN POSSESSION AND CONTROL OF CONTRACTOR AND WITHOUT REGARD TO NEGLIGENCE OF ANY PARTY OR PARTIES AND SPECIFICALLY WITHOUT REGARD TO WHETHER THE SPILL, LEAK, OR DISCHARGE IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR OTHER FAULT OF COMPANY, ITS CONTRACTORS, (OTHER THAN CONTRACTOR) PARTNERS, JOINT VENTURERS, EMPLOYEES, OR AGENTS. IN ADDITION TO THE ABOVE, CONTRACTOR TO A LIMIT OF FIFTEEN MILLION DOLLARES (US$ 15,000,000.00) PER OCCURANCE, SHALL RELEASE INDEMNIFY AND DEFEND COMPANY FOR CLAIMS FOR LOSS OR DAMAGE TO THIRD PARTIES ARISING FROM POLLUTION IN ANY WAY CAUSED BY THE DRILLING UNIT WHILE IT IS OFF THE DRILLING LOCATION, WHILE UNDERWAY OR DURING DRIVE OFF OR DRIFT OFF FROM THE DRILLING LOCATION.

24.2 COMPANY RESPONSIBILITY

COMPANY SHALL ASSUME FULL RESPONSIBILITY FOR AND SHALL PROTECT, RELEASE,

DEFEND, INDEMNIFY, AND HOLD CONTRACTOR HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, EXPENSE, CLAIM, FINE, PENALTY,

DEMAND, OR LIABILITY FOR POLLUTION OR CONTAMINATION, INCLUDING CONTROL AND REMOVAL THEREOF, ARISING OUT OF OR CONNECTED WITH OPERATIONS UNDER THIS CONTRACT HEREUNDER AND NOT ASSUMED BY CONTRACTOR IN ARTICLE 24.1 ABOVE, WITHOUT REGARD FOR NEGLIGENCE OF ANY PARTY OR PARTIES AND SPECIFICALLY WITHOUT REGARD FOR WHETHER THE POLLUTION OR CONTAMINATION IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR FAULT OF CONTRACTOR.

24.3 CLEAN UP OPERATIONS

Initiation of clean up operations by either Party shall not be an admission or assumption of liability by such initiating Party or Parties.

ARTICLE 25

INDEMNITY OBLIGATION

25.1 INDEMNITY OBLIGATION

EXCEPT TO THE EXTENT ANY SUCH OBLIGATION IS SPECIFICALLY LIMITED TO CERTAIN CAUSES ELSEWHERE IN THIS CONTRACT, THE PARTIES INTEND AND AGREE THAT THE PHRASE “SHALL PROTECT, RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS” MEANS THAT THE INDEMNIFYING PARTY SHALL PROTECT, RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE INDEMNIFIED PARTY OR PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES), JUDGMENTS AND AWARDS OF ANY KIND OR CHARACTER, WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, INCLUDING PREEXISTING CONDITIONS, WHETHER SUCH CONDITIONS BE PATENT OR LATENT, THE UNSEAWORTHINESS OF ANY VESSEL OR VESSELS (INCLUDING THE DRILLING UNIT), BREACH OF REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, BREACH OF CONTRACT, STRICT LIABILITY, TORT, OR THE NEGLIGENCE OF ANY PERSON OR PERSONS, INCLUDING THAT OF THE INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE, PASSIVE OR GROSS OR ANY OTHER THEORY OF LEGAL LIABILITY AND WITHOUT REGARD TO WHETHER THE CLAIM AGAINST THE INDEMNITEE IS THE RESULT OF AN INDEMNIFICATION AGREEMENT WITH A THIRD PARTY.

25.2 BENEFIT OF INDEMNITIES

TO THE EXTENT A PARTY IS ENTITLED TO INDEMNIFICATION IN ARTICLES 21, 22, 23, AND 24, SUCH PARTY’S PARENT, SUBSIDIARIES, AFFILIATES, CO-OWNERS AND JOINT VENTURERS (IF ANY), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, THE DRILLING UNIT AND ITS LEGAL AND BENEFICAL OWNERS, IN REM OR IN PERSONAM SHALL ALSO BE ENTITLED TO SUCH INDEMNIFICATION AND DEFENSE THEREUNDER. ANY

SUCH PERSON SO ENTITLED TO INDEMNIFICATION AND DEFENSE UNDER THIS ARTICLE 25.2 ARE HEREINAFTER REFERRED TO AS AN “EXTENDED BENEFICIARY OF INDEMNIFICATIONS.

25.3 Third Party Beneficiaries

Except as otherwise specifically agreed nothing in this Contract shall be construed or applied so as to permit any person or entity not a direct signatory party hereto (except for a successor or permitted assignee of such direct signatory party) to enforce or seek damages against either signatory party hereto for any breach of this Contract. The definition of CONTRACTOR and COMPANY herein shall not be construed to enable or entitle any person or entity other than the signatory parties hereto or a successor or permitted assignee of such a signatory party to directly ▇▇▇ or seek relief against the other signatory party hereto except to the extent that any Extended Beneficiary of Indemnification (as defined in Article 25.2) shall be expressly permitted to enforce such rights of indemnification against the indemnitor. Except for any EXTENDED BENEFICIARY OF INDEMNIFICATION, no persons or entities are intended to be or become third party beneficiaries of this contract.

ARTICLE 26

LAWS, RULES, AND REGULATIONS

26.1 LAWS, RULES AND REGULATIONS

CONTRACTOR and COMPANY shall comply with all governmental laws, rules, and regulations or orders which are now or hereafter shall become applicable to its operations covered by this CONTRACT or arising out of the performance of such operations.

26.2 EQUAL OPPORTUNITY CLAUSE

To the extent applicable and in connection with the performance of work under this CONTRACT, CONTRACTOR agrees to comply with the following Equal Employment Opportunity and/or Affirmative Action requirements and all other similar requirements as the same are enacted or become applicable to the CONTRACT: Section 202 of Executive Order 11246, as amended by Executive Order 11375, relating to equal employment opportunities, the implementing rules and regulations of the Secretary of Labor and all contract clauses and requirements which are applicable and set forth therein are incorporated herein by specific reference. In particular, CONTRACTOR hereby certifies that it does not maintain segregated facilities. In making this certification, CONTRACTOR incorporates each and all of the provisions of the approved form of certification contained in 41 C.F.R. Section 60-1.8(b) the same as if such provisions were fully set forth herein and signed by CONTRACTOR. Sections 503 and 504 of the Rehabilitation Act of 1973 and Title IV of the Vietnam Era Veterans Readjustment Assistance Act of 1974 relating to employment and advancement of employment of qualified handicapped individuals, disabled veterans and veterans of the Vietnam Era, the implementing rules and regulations of the Secretary of Labor and all contract clauses and requirements which are applicable and set forth therein are incorporated herein by specific reference pursuant to 41 C.F.R. Section 60-741.22 and 41 C.F.R. Section 60-250.22.

26.3 CERTIFICATE OF FINANCIAL RESPONSIBILITY

COMPANY, in cooperation with the CONTRACTOR, shall obtain, at COMPANY’S expense, and maintain evidence of a Certificate of Financial Responsibility from the U.S. Coast Guard covering the Drilling Unit as required by 33 C.F.R. Part 135 and the Outer Continental Shelf Lands Act of 1978. COMPANY will file for the certificate before the well is spud and will coordinate the filing with COMPANY. A copy of filed certificate shall be furnished to CONTRACTOR prior to spud and CONTRACTOR must maintain a copy on the Drilling Unit.

ARTICLE 27

TERMINATION

27.1 TERMINATION BY COMPANY

27.1.1 COMPANY shall have the option to terminate this CONTRACT subject only to (i) payment of amounts earned by CONTRACTOR before termination, and demobilization of the Drilling Unit pursuant to Article 1.3 and (ii) payment of the Lump Sum set forth in Exhibit E. Terminating pursuant to Article 27.1.1 does not limit any other right of termination which COMPANY may have. The termination shall not affect any right or obligation which accrued prior to the termination.

27.1.2 In the event the shipyard where the Drilling Unit is being constructed fails or is unable to deliver the Drilling Unit within the time limits and operational specifications of its contract with CONTRACTOR such that CONTRACTOR has the ability to terminate the construction contract, CONTRACTOR shall so advise COMPANY in writing.

If COMPANY desires to accept the Drilling Unit with later delivery or reduced operational specifications, then COMPANY shall so notify CONTRACTOR within a reasonable time following COMPANY’S receipt of notice under this Article, and upon timely receipt of notice by CONTRACTOR, CONTRACTOR shall not terminate the construction contract and this CONTRACT shall be suitably amended to reflect the later delivery and the reduced operational specifications in Exhibit G, with all other terms and conditions remaining in full force and effect. If such later delivery or reduced operational specifications result in a claim by CONTRACTOR against the Drilling Unit constructor, any net savings to CONTRACTOR as a result of such claim shall be credited to COMPANY against CONTRACTOR’S invoices or remitted to COMPANY as COMPANY shall direct.

If COMPANY does not desire to accept the Drilling Unit with such later delivery or reduced operational specifications, then COMPANY shall so notify CONTRACTOR within a reasonable time following COMPANY’S receipt of notice under this Article, and upon timely receipt of such notice by CONTRACTOR, this CONTRACT shall terminate and COMPANY shall have no obligations under Exhibit E.

27.2 TERMINATION BY CONTRACTOR

CONTRACTOR may cancel this CONTRACT for non-payment of its invoices for services under this CONTRACT, except for portions of the invoices which COMPANY may dispute in good faith. However, CONTRACTOR may cancel under this Article no sooner than one hundred and twenty (120) days after payment was due and only after giving ninety (90) days notice thereof, during which period COMPANY shall have the opportunity to correct the breach.

27.3 LOSS OF DRILLING UNIT

In the event of actual or constructive total loss of the Drilling Unit (as determined by CONTRACTOR’S underwriters), termination shall be immediate with neither CONTRACTOR nor CONTRACTOR’S underwriters having any recourse against COMPANY, or obligations pursuant to Exhibit E, except for CONTRACTOR’S claim to amounts CONTRACTOR earned up to the date of such loss. Contractor shall be responsible for any removal or salvage costs.

27.4 PROVISION AFTER EXPIRATION OF CONTRACT

Notwithstanding the termination of this CONTRACT, COMPANY and CONTRACTOR shall continue to be bound by the provisions of this CONTRACT that reasonably require some action or forbearance after the expiration of the term of this CONTRACT.

ARTICLE 28

FORCE MAJEURE

28.1 FORCE MAJEURE

The term Force Majeure as used in this Article 28 shall mean acts of God, adverse sea or weather conditions beyond the design operating perimeters of the Drilling Unit including wind, sea and current, earthquakes, flood, war, civil disturbances, strikes, lockouts or other industrial disturbances by persons other than employees of CONTRACTOR, governmentally imposed rules, regulations or moratoriums or any other cause whatsoever, whether similar or dissimilar to the causes herein enumerated, not within the reasonable control of either Party which, through the exercise of due diligence said party is unable to foresee or overcome. In no event shall the term Force Majeure include normal, reasonably foreseeable, or reasonably avoidable operational delays or strikes, lockouts or other industrial disturbances by employees of CONTRACTOR. In the event that either Party hereto is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this CONTRACT, it is agreed that such Party shall give notice and details of the Force Majeure in writing to the other Party as promptly as possible after its occurrence. In such cases, the obligations of the Party giving the notice shall be suspended during the continuance of any inability so caused, except that COMPANY shall be obligated to pay to CONTRACTOR the applicable Dayrates. Should a condition of Force Majeure continue for more than thirty (30) consecutive days, this CONTRACT may be immediately terminated at the option of COMPANY by delivering written notice thereof to CONTRACTOR.

Except for its obligation to make payments of monies hereunder, neither Party to this CONTRACT shall be considered in default in performance of such obligations hereunder to the

extent that the performance of such obligations, or any of them is delayed or prevented by Force Majeure.

ARTICLE 29

CONFIDENTIAL INFORMATION, LICENSE AND PATENT INDEMNITY

29.1 CONFIDENTIAL INFORMATION

29.1.1 CONTRACTOR agrees to hold in confidence, and not disclose to any third party or use for any purpose other than performance of the work, all or any part of the well information (including the location and type of operations performed), logs, cores, core data, cuttings, maps, data, plans, reports, manuscripts, procedures, schedules, drawings, specifications, results, models, computer programs, or any product which is: a) received or ascertained by CONTRACTOR directly or indirectly from COMPANY, its licensors or other contractors; or b) otherwise acquired by CONTRACTOR, its employees, representatives, or subcontractors in connection with, as a result of, or incident to performance of the work (“INFORMATION”). CONTRACTOR shall secure prior written agreements from its subcontractors, and suppliers who will be engaged in the performance of the Work, or may be exposed to INFORMATION ensuring their compliance with the provisions of Article 29. Nothing herein contained should preclude CONTRACTOR from providing INFORMATION required by any governmental authority.

29.1.2 CONTRACTOR shall not use COMPANY’S name or COMPANY’S affiliate’s name in any promotional materials, or make any publicity release regarding the Work or INFORMATION hereunder except as may be required by law, regulation or rule of any governmental entity or stock exchange without first obtaining the written approval of COMPANY.

29.1.3 CONTRACTOR agrees to comply with all the laws and regulations governing the export of INFORMATION from the United States.

29.1.4 Any other warranty, representation, limitation, or indemnification provision of this CONTRACT shall not affect the obligations of Article 29.

29.1.5 All INFORMATION, whether completed or not, shall be the property of COMPANY for its copying, use, modification, distribution, or disclosure without accounting, in whatever way COMPANY may determine, notwithstanding copyright or other restrictive legends placed thereon by CONTRACTOR, its employees, its subcontractors, or its suppliers. All INFORMATION shall be turned over to COMPANY promptly at COMPANY’S request or at the termination of operations.

29.2.2 CONTRACTOR agrees to grant, and hereby grants to COMPANY an irrevocable, paid up, nonexclusive worldwide license to make, use, sell, copy, modify, disclose, distribute, and license under any and all patent, copyright, trade secret and other proprietary rights owned or controlled by CONTRACTOR, its parent or subsidiaries, to the extent needed for making, using,

selling, or licensing equipment, materials, or other goods according to INFORMATION supplied by CONTRACTOR or to produce, copy, distribute, and use copyrighted materials based on using such INFORMATION.

29.3 PATENT INDEMNITIES

29.3.1 CONTRACTOR SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY AGAINST LOSS OR DAMAGE ARISING OUT OF ANY CLAIM OR SUIT FOR MISAPPROPRIATION OF TRADE SECRET OR FOR PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHT INFRINGEMENT ARISING OUT OF INCIDENT TO OR IN CONNECTION WITH (A) PERFORMANCE OF THE WORK BY CONTRACTOR, OR (B) COMPANY’S POSSESSION, USE OR SALE OF GOODS, EQUIPMENT OR MATERIALS FURNISHED BY CONTRACTOR, OR

(C) COMPANY’S PRODUCTION OF COPYRIGHTED WORKS INCORPORATING OR PREPARED ACCORDING TO DOCUMENTS OR OTHER TANGIBLE MATERIALS FURNISHED BY CONTRACTOR, AND COMPANY’S POSSESSION, MODIFICATION, USE, SALE, DISTRIBUTION, COPYING OR LICENSING OF SUCH DOCUMENTS, MATERIALS OR WORKS. COMPANY shall promptly notify CONTRACTOR of any such claim or suit and afford CONTRACTOR an opportunity at CONTRACTOR’S expense to undertake the defense of any such suit, provided that COMPANY, at its election, may join in such defense at its expense. If CONTRACTOR refuses or fails to defend such suit, CONTRACTOR shall reimburse COMPANY in full for COMPANY’S costs and expenses in the defense of such suit including attorneys’ fees. CONTRACTOR shall pay promptly any judgments or decrees which may be entered against COMPANY in such suit, and in the event of the grant of injunctive relief, CONTRACTOR shall provide non-violating INFORMATION, equipment, and/or material equal in value and efficiency and failing so to do, shall pay COMPANY all damages suffered by reason of such failure.

29.3.2 COMPANY SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS CONTRACTOR AGAINST LOSS OR DAMAGE ARISING OUT OF ANY CLAIM OR SUIT FOR MISAPPROPRIATION OF TRADE SECRET OR FOR PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHT INFRINGEMENT ARISING OUT OF INCIDENT TO OR IN CONNECTION WITH (A) CONTRACTOR”S POSSESSION, USE OF EQUIPMENT OR MATERIALS FURNISHED BY COMPANY IN ACCORDANCE WITH EXHIBIT B-3, OR (B) CONTRACTOR’S PRODUCTION OF COPYRIGHTED WORKS INCORPORATING OR PREPARED ACCORDING TO DOCUMENTS OR OTHER TANGIBLE MATERIALS FURNISHED BY COMPANY, AND CONTRACTOR’S POSSESSION, MODIFICATION, USE, SALE, DISTRIBUTION, COPYING OR LICENSING OF SUCH DOCUMENTS, MATERIALS OR WORKS. CONTRACTOR shall promptly notify COMPANY of any such claim or suit and afford COMPANY an opportunity at COMPANY’S expense to undertake the defense of any such suit, provided that CONTRACTOR, at its election, may join in such defense at its expense. If COMPANY refuses or fails to defend such suit, COMPANY shall reimburse CONTRACTOR in full for CONTRACTOR”S costs and expenses in the defense of such suit including attorneys’ fees. COMPANY shall pay promptly any judgments or decrees entered against CONTRACTOR in such suit.

ARTICLE 30

ASSIGNMENT OF CONTRACT

30.1 ASSIGNMENT BY CONTRACTOR

CONTRACTOR shall not sublease or assign this CONTRACT, other than to its parent company or an affiliate or subsidiary thereof, without first obtaining the written consent of COMPANY. Such consent shall not be unreasonably withheld. COMPANY may require CONTRACTOR or its parent, subsidiaries or affiliates to issue a performance guarantee in a mutually agreeable form.

30.2 ASSIGNMENT BY COMPANY

30.2.1 COMPANY shall have the right to assign this CONTRACT to Atlantic Richfield Company, its divisions, subsidiaries (whether wholly or partially owned by Atlantic Richfield Company) and affiliates. CONTRACTOR shall look exclusively to the assignee of COMPANY for any matter during the period of assignment in the event of any such assignment by COMPANY. The time the Drilling Unit is operating for the assignee shall count towards the Contract Period.

30.2.2 Subject to Article 30.2.1, COMPANY shall have the right to assign its rights and obligations hereunder, in whole or in part, to third persons for ▇▇▇▇▇ within the Gulf of Mexico, with written consent of CONTRACTOR, and such consent shall not be unreasonably withheld. In the event of any such assignment under this Article 30.2.2 to a third party with CONTRACTOR’S written consent, COMPANY shall thereafter have no liability for any matter or operations hereunder and shall have no further responsibility to CONTRACTOR or other person hereunder during the time the right is assigned. CONTRACTOR shall look exclusively to the assignee of COMPANY for any matter during the period of assignment in the event of any such assignment by COMPANY. The time the Drilling Unit is operating for the assignee shall count toward the Contract Period.

30.2.3 COMPANY shall have the right to assign its rights and obligations hereunder, in whole or in part, to third parties for ▇▇▇▇▇ within the Gulf of Mexico, without the consent of CONTRACTOR. In the event of any such assignment under this Article 30.2.3, COMPANY shall provide written notice to CONTRACTOR prior to the use of the Drilling Unit on behalf of the assignee. In the event of such an assignment, COMPANY shall remain fully liable and responsible to CONTRACTOR for complete performance of all terms, conditions, and obligations imposed by this CONTRACT. The time the Drilling Unit is operating for the assignee shall count toward the Contract Period.

30.3 ASSIGNMENT OUTSIDE OF OPERATING AREA

In the event any assignment being contemplated under the provisions of this Article 30 is to involve operations outside of the Operating Area (as defined in Article 14.6), the dayrates provided for herein shall be adjusted to reflect any documented increases or decreases in CONTRACTOR’S cost of operations, including but not limited to taxes and fees in Article 11.

ARTICLE 31

INGRESS AND EGRESS OF LOCATION

31.1 INGRESS AND EGRESS OF LOCATION

31.1.1 COMPANY shall provide CONTRACTOR with rights of ingress and egress to the well location and provide any related drilling permits or licenses for the performance by CONTRACTOR of all Work.

31.1.2 COMPANY makes no warranty or representation, express or implied, and hereby disclaims all such warranties or representations as to any conditions with respect to any ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, access route, location, or submarine line relating to the Work, except at the well location.

ARTICLE 32

COMPANY’S POLICIES

32.1 UNAUTHORIZED PERSONS ON JOB SITES

Only (i) CONTRACTOR’S authorized employees or subcontractors, (ii) other authorized employees and persons, including invitees, authorized by COMPANY, or (iii) representatives of governmental agencies will be permitted to enter any job site where Work is to be performed under this CONTRACT. CONTRACTOR is obligated to take such steps as are reasonably necessary to prevent unauthorized persons from entering a job site.

32.2 DRUGS, FIREARMS, AND SEARCHES

CONTRACTOR shall abide by and help enforce COMPANY’S policy regarding drugs, firearms, and alcohol. The policy is as follows: The use, possession, or transportation of firearms, alcoholic beverages, illegal drugs, narcotics, or other controlled or dangerous substances, and unauthorized drugs for which a person does not have a current prescription, while on COMPANY’S Premises is prohibited. The term “COMPANY’S Premises” is used in its broadest sense to include all work locations, buildings, structures, installations, Drilling Unit, and all other facilities, both onshore and offshore, including the point of embarkation and debarkation for all boats, planes, and helicopters owned or controlled by COMPANY or one of its affiliated companies or otherwise being utilized for COMPANY’S business for transportation of persons to and from these facilities.

To ensure compliance with this policy, COMPANY may require CONTRACTOR, upon written request, to conduct unannounced periodic inspections of all individuals and their personal effects while on COMPANY’S Premises. Violation of this policy or refusal to submit to an inspection by COMPANY’S or CONTRACTOR’S personnel could result in disciplinary action up to and including discharge will be cause for immediate removal of the individual from COMPANY’S Premises.

ARTICLE 33

NOTICES

33.1 NOTICES

Any notice provided or permitted to be given under this CONTRACT shall be in writing, and may be served by personal delivery or by depositing same in the mail, addressed to the Party to be notified, postage prepaid, and registered or certified with a return receipt requested. Notice deposited in the mail in the manner described above shall be deemed to have been given and received on the date of the delivery as shown on the return receipt. Notice served in any other manner shall be deemed to have been given and received only if and when actually received by the addressee (except that notice given by telecopier shall be deemed given and received upon receipt only if received during normal business hours and if received other than during normal business hours shall be deemed received as of the opening of business on the next Business Day (for purposes of this CONTRACT, the term “Business Day”) shall mean any day except a Saturday, Sunday or other day on which commercial banks in Houston, Texas are required or authorized by law to be closed). For purposes of notice, the addresses of the Parties shall be as follows:

33.2 FOR COMPANY

Vastar Resources, Inc.

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ATTN: ▇▇▇ ▇▇▇▇▇▇▇▇▇

FAX: (▇▇▇) ▇▇▇-▇▇▇▇ or 6670

TELEPHONE: (▇▇▇) ▇▇▇-▇▇▇▇

33.3 FOR CONTRACTOR

R&B Falcon Drilling Co. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ATTN: President

FAX: (▇▇▇)▇▇▇-▇▇▇▇

TELPHONE: (▇▇▇)▇▇▇-▇▇▇▇

33.4 ORAL NOTICES

Notices may be given orally only with respect to minor questions involved in the immediate drilling of any well concerned.

ARTICLE 34

CONSEQUENTIAL DAMAGES

34.1 CONSEQUENTIAL DAMAGES

Neither Party shall be liable to the other for incidental special, indirect, statutory, exemplary, punitive, or consequential damages suffered by such party resulting from or arising out of this CONTRACT, including, without limitation, loss of profits, or business interruptions however they may be caused.

ARTICLE 35

WAIVERS AND ENTIRE CONTRACT

35.1 WAIVERS

None of the terms and conditions of this CONTRACT shall be deemed waived by either Party unless the waiver is executed in writing and then only by the duly authorized agents or representative of that Party. The failure of either Party to execute any right of termination shall not act as a waiver of any right of that Party provided hereunder. No waiver of the provisions of this CONTRACT shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

35.2 ENTIRE CONTRACT

This CONTRACT, including all exhibits attached hereto and made a part hereof by this reference, constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations, discussions and commitments, whether oral or written with respect to same. The right of either Party to require strict adherence to the terms hereof and performance hereunder will not be affected by any previous waiver of course of dealing. Neither this CONTRACT nor any supplement, amendment, alteration, modification, or waiver will be binding on a Party unless signed by duly authorized agents or representatives of CONTRACTOR and COMPANY, or in the case of termination, by the duly authorized agents or representatives of the Party seeking termination. In the event of conflict between the terms and conditions of the text of this CONTRACT and those in any of the Exhibits, the terms and conditions of the text of this CONTRACT shall prevail.

35.3 GOVERNING LAW

This CONTRACT shall be construed and the relations between the parties determined in accordance with the General Maritime Law of the United States of America, not including, however, any of its conflicts of law rules which would direct or refer to the laws of another jurisdiction.

35.4 ARBITRATION

Any controversy or claim arising out of or relating to this CONTRACT, or the breach thereof, which cannot be resolved satisfactorily between the parties, shall be settled by arbitration in Houston, Texas, in accordance with the rules of the American Arbitration Association Commercial Disputes. If no agreement can be reached by the Parties on discovery disputes, then the Federal Rules of Civil Procedure shall govern and judgement upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

IN WITNESS WHEREOF, the parties hereto have executed this CONTRACT on the 9th day of December, 1998.

R&B Falcon Drilling Co. Vastar Resources, Inc.

BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇. By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

TITLE: Attorney-in-Fact TITLE: President and CEO (Chairman R&B Falcon Corporation)

	EXHIBIT A DAYRATES
	RATES PER 24	HOUR DAY
	Three (3) Year Option	Five (5) Year Option
Operating Rate	$199,950.00 per day	$189,200.00 per day

Moving Rate	$199,950.00 per day	$189,200.00 per day

Standby Rate With Crews	$199,950.00 per day	$189,200.00 per day

Standby Rate Without Crews	$199,950.00 per day less documented cost savings	$189,200.00 per day less documented cost savings

Stack Rate With Crews	$199,950.00 per day less documented cost savings	$189,200.00 per day less documented cost savings

Stack Rate Without Crews	$199,950.00 per day less documented cost savings	$189,200.00 per day less documented cost savings

Equipment Repair Rate	$ -0- per day	$ -0- per day

Hurricane Evacuation Rate	Standby Rates without crews plus documented expenses of evacuated crew	Standby Rates without crews plus documented expenses of evacuated crew

EXHIBIT B-1

Drilling Unit Specifications

GENERAL DESCRIPTION, DIMENSIONS & CRITERIA

General Description

The RBS8D is a 5th generation, harsh environment, dynamically positioned semi-submersible, suitable for worldwide operations in up to 10,000’ water depth.

The vessel has twin “dog-bone”-shaped lower hulls, four (4) columns, canted in the transverse plane, each with a Column Outer Belt (COB) at the drilling draft, two (2) transverse horizontal, four (4) diagonal horizontal braces, and a watertight rectangular box-type upper hull.

Designed for harsh environments, the vessel features variable deck & column loads (per 1.2.4 of this document), very low motions, and high specification drilling systems, with machinery spaces and two-level quarters for 130 personnel.

Eight 5.5 MW azimuth thrusters plus six 7 MW engines provide reliable and redundant DPS-3 station keeping ability.

Principal Dimensions	Metric Units		U.S. Units
Overall Structure
Length (overall)	120.7 m		396.00 ft.
Breadth (overall)	78.0 m		255.91 ft.

Upper Hull
Length	81.5 m		267.40 ft.
Breadth	61.0 m		200.13 ft.
Depth	8.5 m		27.89 ft.

Main Deck
Length	84.1 m		275.93 ft.
Breadth	61.0 m		200.13 ft.

Pontoons (two each)
Length		114.0 m	373.96 ft.
Breadth (amidship)		13.4 m	43.96 ft.
Breadth (ends)		16.5 m	54.13 ft.
Depth		9.10 m	29.86 ft.
Corner Radius		3.00 m	9.84 ft.
Transverse Distance (c. to c.)	1	61.5 m	201.77 ft.

Columns (four each)
Horizontal Section (Lx B)
	17.0 m x l6.5 m (@ WL)		55.8 ft. x 54.l ft.
	14.0 m x 16.5 m (bottom)		45.93 ft. x 54.13 ft.
Corner Radius	3.00 m		9.84 ft.
Vertical Height	23.9 m		78.41 ft.
Longitudinal Distance (c. to c.)	60.0 m		196.85 ft.
Transverse Distance (c. to c.) at Top	46.00 m		150.92 ft.
at Bottom	61.5 m		201.77 ft.
Transverse Braces (two each)
Length	45.0 m		147.64 ft.
Breadth	6.0 m		19.68 ft.
Depth	3.00 m		9.84 ft.
Corner Radius	0.60 m		1.97 ft.
Longitudinal Distance (c. to c.)	68.0 m		223.10 ft.
Centerline Elevation	1.5 m		4.92 ft.

Diagonal Braces (four each)
Diameter	3.0 m		9.84 ft.
Centerline Elevation	1.5 m		4.92 ft.

Elevations
Drill Floor	46.0 m		150.92 ft.
Main Deck (at sides)	41.5 m		136.15 ft.
Second Deck	38.0 m		124.67 ft.
Third Deck (Inner bottom Top)	34.5 m		113.19 ft.
Upper Hull Bottom	33.0 m		108.27 ft.
Lower Hull Top	9.1 m		29.86 ft.

Draft
Operating Condition (G.O.M.)		23.00 m	75.46 ft.
Severe Storm Condition (G.O.M.)		16.50 m	54.13 ft.
Transit Condition		8.80 m	28.87 ft.
	2

	Storage Capacities (subject to adjustments)
		Metric Units	U.S. Units
Pipe Racks		871 m2	9,376 ft2
Riser (90’ joints)		3,048.5 m	10,000 ft
Total Open Deck		2,005 m2	21,578 ft2
Bulk Cement		232 m3	8,205 ft3
Bulk Barite		387 m3	13,675 ft3
Cement Day Tank		62 m3	2,200 ft3
Barite Day Tank		68 m3	2,400 ft3
Total Bulk Storage		750 m3	26,480 ft3
Sack Storage		10,000 Sx	10,000 Sx
Drilling Mud Deck		750 m3	4,434 bbl.
Drilling Mud (Column)		908 m3	5,710 bbl.
Base Oil		480 m3	3,019 bbl
Column Brine Storage		480 m3	3,019 bbl.
Pontoon Brine Storage *)		3,975 m3	25,000 bbl.
DW-Col.		1,736 m3	10,918 bbl.
DW-pontoons		1424 m3	8,956 bbl.
Fuel Oil		3,468 m3	21,811 bbl
Potable Water		644 m3	4,050 bbl
Helicopter Fuel		▇▇▇	▇▇▇
Refrigeration Storage		45 m2	484 ft.2
Dry Storage		60 m2	646 ft. 2
SWB — pontoons *)		16,308 m3	102,565 bbl
Quarters		130 Persons	130 Persons
Heliport		S-61, Super Puma	S-61, Super Puma

(*) Note: Pontoon Brine Storage and SWB are interchangeable

GULF OF MEXICO METOCEAN DESIGN CRITERIA *)

		OPERATION (DP Mode)	SURVIVAL (transit / future moored)
Condition		Drilling	Moored Vessel
	Item	10 Year Eddy + 10 year Tropical Storm	20Year Tropical + 100 Year Tropical 10 Year ▇▇▇▇ ▇▇▇▇▇ (API Criteria) (ABS/API)
Wind (1 hour)		26.1 m/s (50.8 kn)	30.5 rn/s 44.9 m/s (59.2 kn) (87.2 kn)
Wind (1 min.)		30.9 m/s (60 kn)	36.0 m/s 53.1 m/s (70 kn) (103 kn)
Wind (3 sec.)		35.8 m/s (69.5 kn)	41.7 m/s 61.7 m/s (81.0 kn) (120 kn)
Wave Hgt. Significant		7.9 m (26.0 ft)	9.4 m (31.0 ft) 12.5 m (41.0 ft)
Peak Period		(PMS)	12.0 sec. 15.0 sec.
Wave Height Maximum		14.7 m (48.2 ft)	17.5 m 22.0 m (57.3 ft) (72.2 ft)
Current:
Surface		1.8 m/s, (3.5 kn)	1.8 m/s, (3.5 kn) 1.0 m/s (1.9 kn)
100 ft.		1.7 m/s, (3.4 kn)	1.7 m/s, (3.4 kn)
200 ft.		1.2 m/s (2.4 kn)	1.2 m/s (2.4 kn)
400 ft.		1.0 M/s (2.0 kn)	1.0 m/s (2.0 kn)
1000 ft.		0.5 m/s (1.0 kn)	0.5 m/s (1.0 kn)
2000 ft.		0.3 m/s (0.5 kn)	0.3 m/s (0.5 kn)
Seafloor		0.1 m/s, (0.1 kn)	0.1 m/s, (0.1 kn)

*) Metocean Design Criteria in the DP mode relate to drilling conditions with all engines (6 x 7.0 MW power) on line and any one thruster down.

1.2.4 Variable Drilling Loads (VDL) DP Mode — No Mooring

Item Division

Operation

Condition

KG (m)

(Operating)

Survival

Condition

Transit

Condition Remark

MT (m) MT MT

Light Ship 22,325 26.15 22,325 22,325

VDL (Variable Dlg. Loads) Upper Hull & Abv. 5,596 37.40 5,596 (note 1)

Columns 2,057 22.85 2,057

VDL Total (Dk. + Col.) 7,653 33.49 7,653 7,450

Pontoon Loads:

Drill Water, Potable Water, Water, Fuel Oil, Lube Oil, and Ballast Water

17,530

5.57 10,722

2,984

Displacement (MT) 47,509 19.68 40,700 32,759

Future Mooring + Thruster Assist

Item Division

Operation

Condition

KG (m)

(Operating)

Survival

Condition

Transit

Condition Remark

MT (m) MT MT

Light Ship 22,325 26.15 22,325 22,325

Mooring Load 2,135 22.00 2,135 1,784

VDL (Variable Dlg. Loads) Upper Hull & Abv. 5,596 37.40 5,596 (note 1)

Columns 2,057 22.85 2,057

VDL Total (Dk. + Col.) 7,653 33.49 7,653 5,696 (note 2)

Pontoon Loads:

Drill Water, Potable Water, Water, Fuel Oil, Lube Oil, and Ballast Water

15,395 5.55 8,587 2,984

Displacement (MT) 47,509 20.49 40,700 32,759

Notes:

1) Variable Drilling Load computation is based on a ▇▇▇▇▇▇▇ height of 170 ft. ▇▇▇▇▇▇▇ extension beyond 170 ft will impact max. VDL.

2) Mooring equipment weight of 1,784 MT is included in transit VDL + pontoon load; alternatively, field transit may be conducted at column draft.

Classification Society

American Bureau of Shipping

HA1 “Column Stabilized Drilling Unit”, HCDS, (P), DPS-3

Rules and Regulations

• SOLAS, 74 Convention, 78 Protocol with Amendments through 1997

1988 Amendments to the 1974 SOLAS Convention concerning Radio Communications for the Global Maritime Distress and Safety System (GMDSS)

• API /AISC

• OCIMF

• US Coast Guard Requirements

• MARPOL 73 COW, Regulation 13F, etc., (Annexes I, IV, & V) (Oil) IOPP, with the Protocol 1978, and amendments to Annex I and Annex V of 1992.

(refer to section 053 Damage stability)

• IMO Resolutions A.468(XII), “Code on Noise Levels Onboard Ships”, 1981, and USCG NVIC 12-82 as well

• IMO Resolution A.574(XIV), “Recommendations on General Requirements for Electric Navigational Aids”

• IMO MSC/circ. 403, “Draft Guidelines on Navigation Bridge Visibility except field of vision (blind sector).

• IMO MODU Code, 1989 with amendments of 1991 (ABS Statement-of-Fact).

• 1966 Loadline Conference and all amendments and IMO Resolutions A.513 (XIII) and A.514 (XIII)

• International Convention on Tonnage Measurement of Ships, 1969, as amended by IMO Resolution A.493 (XII) and Resolution A.494 (XII).

• 1972 International Prevention of Collision at sea Convention, including amendments of 1981, 1987, and 1989

• 1988 Amendments to the 1974 SOLAS Convention concerning Radio Communications for the Global Maritime Distress and Safety System (GMDSS)

• International Electro Technical Commission (IEC) Publication No. 60092 for electrical installation of ships.

• International Electro Technical Commission (IEC) Publication No. 61892 for Mobile and Fixed Offshore Units - electrical installations,

• U.S.C.G. Regulations for Marine Sanitation Devices (CFR title 33-Part 159)

Registration

The Vessel shall be registered under USA Flag.

The estimated Light Ship weight is 22,325 metric tons, the estimated Light Ship VCG is 26.15m above baseline. The approximate breakdown is as follows:

Item	M. Tonnes	L. Tons
HSW	13,603	13,390
BFE	3,433	3,379
OFE	4,619	4,547
<SUBTOTAL>	<21,655>	<21,316>
OTHERS	220	218
MARGIN	450	443
TOTAL	22,325	21,977

EXHIBIT B-2 MATERIAL EQUIPMENT LIST

TABLE OF CONTENTS

SECTION A - UNIT SPECIFICATIONS

Al Main Dimensions/Technical Description A2 Storage Capacities

A3 Propulsion/Thrusters A4 Operational Capabilities A5 Variable Loading

A6 Environmental Limits

A7 Mooring System

A8 Marine Loading Hoses

A9 Cranes, Hoists, and Materials Handling A10 Helicopter Landing Deck

A11 Auxiliary Equipment

SECTION B - GENERAL RIG SPECIFICATIONS

B1 ▇▇▇▇▇▇▇ and Substructure

B2 Drawworks and Associated Equipment B3 ▇▇▇▇▇▇▇ Hoisting Equipment

B4 Rotating System

SECTION C - POWER SUPPLY SYSTEMS

C1 Rig Power Plant

C2 Emergency Generator C3 Primary Electric Motors

SECTION D - DRILLSTRING EQUIPMENT

D1 Tubulars

D2 Handling Tools

D3 Fishing Equipment

SECTION E - WELL CONTROL/SUBSEA EQUIPMENT

El Lower Riser Diverter Assembly E2 Primary BOP Stack

E3 Primary Lower Marine Riser Package E4 Annular Gas Handler

E5 Secondary Lower Marine Riser Package E6 Primary Marine Riser System

E7 Secondary Marine Riser System E8 Diverter BOP

E9 Subsea Support System El0 BOP Control System E11 Subsea Control System

E12 Acoustic Emergency BOP Control System E13 Subsea Auxiliary Equipment

E14 Choke Manifold

E15 Hydraulic BOP Test Pump

E16 Wellhead Running/Retrieving/Testing Tools

SECTION F - MUD SYSTEM/BULK SYSTEM

Fl High Pressure Mud System F2 Low Pressure Mud System F3 Bulk System

SECTION G - CASING/CEMENTING EQUIPMENT

G1 Casing Equipment

G2 Cement Equipment

SECTION H - INSTRUMENTATION/COMMUNICATION

H1 Drilling Instrumentation at Driller’s Position H2 Drilling Parameter Recorder

H3 Instrumentation at Choke Manifold H4 Standpipe Pressure Gauge

H5 Deviation Equipment

H6 Calibrated Pressure Gauges H7 Rig Communication System

H8 Environmental Instrumentation

H9 Additional MODU Specific Instrumentation H10 Radio Equipment

SECTION I - PRODUCTION TEST EQUIPMENT

11 Burners

12 Burner Booms

13 Lines Required on Burner Booms

14 Sprinkler System

15 Fixed Lines for Well Tesing

16 Power Requirement

SECTION J - WORKOVER TOOLS SECTION K - ACCOMMODATION

K1 Offices

K2 Living Quarters

SECTION L - SAFETY EQUIPMENT

L1 General Safety Equipment L2 Gas Detection

L3 Fire Fighting Equipment L4 Breathing Apparatus

L5 Emergency First Aid Equipment L6 Helideck Rescue Equipment

L7 Rig Safety Store

L8 Emergency Warning Alarms L9 Survival Equipment

SECTION M - POLLUTION PREVENTION EQUIPMENT

Ml Sewage Treatment M2 Garbage Compaction

M3 Garbage Disposal/Grinder

SECTION N - THIRD PARTY EQUIPMENT (SPACE PROVIDED)

SECTIONS

A. UNIT SPECIFICATIONS

GENERAL

Unit Name : RBS8-D

Rig Type : SEMISUBMERSIBLE

Unit/design/shape IHI - RBF Exploration

Unit flag : UNITED STATES

Unit classification : ABS

IMO Certification (yes/no) : YES

Which code version : 1989 as ammended 1991

Year of construction : 2,000

Construction yard : HYUNDAI

Type of Positioning system (anchor/dp/c : DPS-3

A.1 MAIN DIMENSIONS/TECHNICAL DESCRIPTION
Weight (light ship)	lt:	21,977
Overall width	ft:	255.9
Overall length	ft:	396
Main deck width	ft:	200.1
Main deck length	ft:	275.9
Main deck depth	ft:	27.9
Number of main columns/diameter	No x ft:	4 x 55.8 x 54.1 (WL) 45.9 x 54.1 (Bottom)
Number of small columns/diameter	No x ft	0
Drilling draft/related displacement	ft - lt:	75.5 / 46,767
Transit draft/related displacement	ft - lt:	28.9 / 32,247
Survival draft/related displacement	ft - lt:	54 / 40,064
Moon pool dimensions	ft x ft:	21 X 93
Maximum opening through spider deck	ft - lt:	N/A
Pontoon length	ft - lt:	▇▇▇
▇▇▇▇▇▇▇ breadth (ends / middle)		54.1 / 44.0
Pontoon height	ft - lt:	29.9
Accommodation for maximum no. of persons	:	130
A.2 STORAGE CAPACITIES
Fuel	bbls:	21,811
Drilling water	bbls:	19,874
Potable water	bbl:	4050
Active liquid mud (see F.2)	bbl:	4434 (100%)
Mud processing tank (see F.2)	bbl:	450 (100%)
Reserve liquid mud (see F.2)	bbl:	5710 (100%)
Bulk bentonite/barite (see F.3)	cu ft:	13,675 (100%)
Bulk cement (see F.3)	cu ft:	11000 (100%)
Sack storage	No. or ft2:	10000 sxs
Pipe racks area	ft2:	9,376
Load bearing capacity	lb/ft2:	500
Riser racks area	ft:	10,000
Load bearing capacity	lb/ft2:	300
Miscellaneous storage area	ft2:	See Drawing
Brine storage (Column)	bbls:	3019 (100%)

Brine storage (Pontoon)	bbls:	25,000 (100%)
Base oil mud storage	bbls:	3019 (100%)
Ballast system	bbls:	102,565

A.3 PROPULSION/THRUSTERS

Thrusters\Type (azimuth/in line) : AZIMUTH - FULL 360

Quantity : 8

Location (aft, opposite corners, 4 corners : FOUR CORNERS

Driven by electric motor (yes/no) : YES - VARIABLE SPEED DRIVE

Make/type : Kamewa

Power output (HP ea) : 6633

Propeller type (fixed/variable pitch) : FIXED

Nozzled (yes/no) : YES

Thruster power (HP total) : 53064

DP SYSTEM :

Class III Dynamic Positioning System in accordance with ABS DPS-3 requirements and recommendations. System to consist of a main triple redundant dynamic positioning system and shall accept inputs from the team selected and proven state of the art Acoustic Positioning System, two differential GPS (DGPS) based on correction signal inputs from different sources, (3) three gyrocompass, (3) three vertical reference units with redundant feeds to the DP system, and three wind sensors, as well as operator input and input from the ERA (Electrical Riser Angle) system. The system shall be powered from a redundant UPS. A single dynamic positioning system of similar design as the main DP system, will accept inputs from the APS, the two DGPS’s, the ERA system, one gyrocompass, one vertical reference unit, and one wind sensor. The system contains the Power Management System and is interfaced with the Integrated Alarm and Control System. The system shall be powered from a dedicated UPS.

Position reference : HYDRO ACOUSTIC & GLOBAL POSITIONING

Integrated Alarm And Control System: The IACS will operate as the Sys.Control and Data acquisition sys. for the MODU. The IACS will perform several different functions including: Power Management Sys., Machinery Monitoring and Control, Manual Thruster Control and Autopilot, Dynamic Positioning Control, Ballast / Bunker Monitoring and Control, Bulk Storage Sys. Monitoring and Control.

A.4 OPERATIONAL CAPABILITIES

Maximum designed water depth capability ft: 10000

Outfitted max. water depth capability ft: 8000

Normal min. water depth cpability ft: 250

Drilling depth capability (rated) ft: 30000 Transit speed towed (historical avg) knots: 4.5

Transit speed self propelled (historical avg) knots: 7.5

A.5 VARIABLE LOADING (VL)

Transit VL mt See B-1

Drilling VL mt See B-1

Survival VL mt See B-1

A.6 ENVIRONMENTAL LIMITS

Drilling (including station keeping) See Exhibit B-1

Air gap ft: 32.8

Sign. Wave Height ft: 26

Max. wave height ft: 48.2

Spec. peak period sec: PMS

Max. wind velocity knots: 60 ( 1 min.)

Max. current velocity knots: See B-1

Max. heave ft: N/A

Max. pitch degrees: N/A

Max. roll degrees: N/A

Survival (excluding station keeping)

Air gap ft: 54.2

Sig. Wave height ft: 41

Max. wave height ft: 72.2

Spec. peak period sec: 15

Max. wind velocity knots: 103 ( 1 min.)

Max. current velocity knots: 1.9

Max. heave ft: N/A

Max. pitch degrees: N/A

Max. roll degrees: N/A

Transit (field move)

Air gap ft: 79.4

Max. wave height ft: 30-40

Max. wave period sec: 8-12

Max. wind velocity knots: 60-70

Max. current velocity knots: 2-3

Max. heave ft: N/A

Max. pitch degrees: N/A

Max. roll degrees: N/A

A.7 MOORING SYSTEM MOD’S REQ’D FOR THE FUTURE INSTALLATION OF OPERATOR FURNISHED CHAIN WINDLASSES WILL BE PERFORMED DURING THE CONSTRUCTION PHASE AT THE SHIPYARD INCLUDING FOUNDATIONS / PRIMARY PIPING & WIRING.

A.7.1 ANCHOR WINCHES

Quantity no.: N/A

Make

Type (electric/hydraulic/diesel) :

Rated pull mt

Speed low gear ft/m:

Test load :

Control locations (local/remote/both) :

Emergency release (type/location) :

A.7.2 FAIRLEADS Foundations to be installed in shipyard Quantity no:

Make :

Free rotating range degrees:

A.7.3 ANCHORS Company Supplied

A.7.3.1 ANCHORS - Primary Company Supplied

A.7.3.2 ANCHORS - Spare Company Supplied

A.7.4 ANCHOR LINES Company Supplied to be installed at later date

A.7.5 ANCHOR LINE RUNNING / RETRIE’ N/A

A.7.5.1 PENNANT LINES N/A

A.7.5.2 ANCHOR BUOYS N/A

A.7.5.3 CHASER N/A

A.7.6 TOWING GEAR

Towing bridle size inches: Installation of a tow bridle will be evaluated by the team. Hook-up system :

Rating lt:

Power required for infield tow bollard pull lt: N/A

Power required for ocean tow bollard pull lt: N/A Spare bridle yes/no: yes

A.7.7 SUPPLY VESSEL MOORING LINES : Quantity no.: 4

System mt: TO BE EVALUATED BY TEAM

Rating lt: TBA

A.8 MARINE LOADING HOSES

Location of loading manifolds (port/stbd : BOTH

A.8.1 POTABLE WATER HOSE

Quantity no.: 2 x 150’

Size inch: 3

Make/Type : TBA

Color coding yes/no: YES

Make/Type/Connection TBA

A.8.2 DRILLING WATER HOSE

Quantity no.: 2 x 150’

Size inch: 4

Make/Type : TBA

Color coding yes/no: YES

Make/Type connection : TBA

A.8.3 GAS OIL HOSE

Quantity no.: 2 x 150’

Size inch: 4

Make/Type : TBA

Color coding yes/no: yes

Make/Type connection : TBA

PRESSURE RATING p.s.i 150 wp

A.8.4 MUD CHEMICAL HOSE

Quantity no.: 2 x 150’

Size inch: 5

Make/Type : TBA

Color coding yes/no: YES

Make/Type connection : TBA

A.8.5 CEMENT HOSE

Quantity no.: 2 x 150’

Size inch: 5

Make/ Type : TBA

Color coding yes/no: YES

Make/Type connection : TBA

A.8.6 BASE OIL HOSE

Quantity no.: 2 x 150’

Size inch: 4

Make/Type : TBA

Color coding yes/no: YES

Make/Type connection : TBA

Pressure Rating 150 psi wp

A.8.7 BRINE HOSE

Quantity no.: 2 x 150’

Size inch: 4

Make/Type : TBA

Color coding yes/no: YES

Make/Type connection : TBA

A. 9 CRANES, HOISTS, AND MATERIALS HANDLING

A. 9.1 CRANES, REVOLVING, MAIN

Quantity	no.:	2
Specification (API, etc.)		ABS /US-DEN
Make	:	LIEBHERR
Type	:	PEDESTAL
Location (stbd, port, aft, frwd)	:	PORT & STBD
Maximum rated capacity (main hook)	mt	100
Maximum rated capacity (whip hook)	mt	15
Boom length	ft:	150
Line length (no Boom	ft:	1893
Main Hoist	ft:	1920
Whip line	ft:	475
Maximum capacity and hoisting speeds
	Radius	Metric
Main Hoist Platform Lift 4 lines	Meters	Tons
	6.6	92
	8

			10	92
			11	92
			15	84.7
			20	71.8
			25	62.8
			30	55.6
			35	47.2
			40	39.7
			45	33.8
			48	31.1 No Load
Main Hoist	Seastate Lift	4 lines	Radius Meters 6.6	Metric Tons 51.5
			10	46
			11	44.8
			15	40.7
			20	36.8
			25	33.5
			30	30.6
			35	26.4
			40	22.4
			45	19.4
			48	18 No load
Main Hoist	Platform Lift	2 lines	Radius Meters 6.6	Metric Tons 50
			10	50
			11	50
			15	50
			20	50
			25	50
			30	50
			35	47.2
			40	39.7
			45	33.8
			48	31.1
				No load
Main Hoist	Seastate Lift	2 lines	Radius Meters 6.6	Metric Tons 31.9
			10	31.9
			11	31.9
			15	31.9
			20	31.9
			25	31.9
			30	30.6

		35	26.4
		40	22.4
		45	19.4
		48	18 No Load
Whip Line	Platform Lift	Radius Meters 51	Metric Tons 15
	Seastate lift	51	10 No Load

Hook load indicator automatically corrected for boom

angle yes/no: YES

Alarm (audible, visual, both) : BOTH Automatic brake yes/no: YES

Safety latch on hooks yes/no: YES

Crown saver (limit switch) yes/no: YES

Boom illumination yes/no: YES

Baskets for personnel transfer no.: 2

A. 9.2 CRANES, REVOLVING, SECONDARY

Quantity no.: 1

Specification (API, etc.) : API

Make : OUT REACH

Type : KNUCKLEBOOM

Location (stbd, port, aft, frwd) : FORWARD

Maximum rated capacity (main hook) lt: 3.57

Maximum rated capacity (whip hook) lt: N/A

Boom length ft: 68

Line length (nominal) ft: N/A

A. 9.3 FORKLIFTS

Quantity no.: 1

Make/Type : TBA

Rated capacity lt: TBA

Explosion proof yes/no: YES

A. 9.4 MONORAIL OVERHEAD CRANES

Quantity no.: 1

Make : MARITIME HYDRAULICS

Type : GANTRY TYPE

Rated capacity mt 36

Location : AFT RISER DECK

A. 9.5 BOP HANDLING SYSTEM

Make/Type HYDRALIFT BRIDGE CRANE

Rated capacity (5 Ram Stack =551,300 lbs (250mt)) 310 T

BOP CARRIER

Make/Type Hydralift “C” Cart complete with false rotary deck.

Rated Capacity 310 Tons

A. 9.6 AIR HOISTS/▇▇▇▇▇▇▇ WINCHES

A. 9.6.1 RIG FLOOR WINCHES (Non man-riding)

Quantity no.: 4

Make : INGERSAL RAND

Type : HYDRAULIC

Rated capacity st: 5.5

Wire diameter inch: 0.75

Automatic brakes yes/no: YES

Overload protection yes/no: NO

Automatic spooling yes/no: YES

A. 9.6.2 MONKEY BOARD WORK WINCH

Quantity no.: 1

Make : IR

Type :

Rated capacity st: 0.25

Wire diameter yes/no: 3/8”

Automatic brakes yes/no: YES

Overload protection yes/no: NO

A. 9.6.3 RIG FLOOR “MAN-RIDING” WINCH

Quantity	no.:	2
Make	:	▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Type	:	Hydraulic
Rated capacity	st:	0.25
Wire diameter/non-twist wire	inch:	3/8”
Automatic brakes	yes/no:	Yes
Overload protection	yes/no:	No
Automatic spooling	yes/no:	Yes
Certified for man-riding	yes/no:	Yes
A. 9.6.4 UTILITY WINCH (i.e. Deck Winch)		N/A
A. 9.6.5 CELLAR DECK WINCH Quantity	no.:	4
Make	:	▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Type	:	Air
Rated capacity	st:	5.5
Wire diameter	inch:	.75
Automatic brakes	yes/no:	No
Overload protection	yes/no:	No
Automatic spooling	yes/no:	Yes
Man -riding	:	2
A.10 HELICOPTER LANDING DECK Location		PORT/FWD. MAIN DECK
Dimensions	ft. x ft.:	72.8 X 72.8
Perimeter safety net	yes/no:	YES
Load capacity	lt:	9.15

Designed for helicopter type : SIKORSKY S-61 Tie down points yes/no: YES

Covered by foam fire system (See L.36) yes/no: YES

A.10.1 HELICOPTER REFUELING SYSTEM

Fuel storage capacity U.S. gals: 1440 Jettisonable yes/no: NO

Fuel transport containers qty: 2

Volume (ea) : 720

Covered by foam fire system (See L.3.5) yes/no: YES

A.11 AUXILIARY EQUIPMENT

A.11.1 WATER DISTILLATION

Quantity no.: 4

Make/Type Alfa Laval or equivalent

Capacity (each/total) cu. ft./day: 26 Metric Ton each (Depending on engine utilization)

A.11.2 BROILERS N/A

A.11.3 AIR CONDITIONING

Quantity no.: 5

Make/Type :

Capacity (total system) tons:

A.11.4 ELECTRIC WELDING SETS

Quantity no.: 3

Current capacity amp: 400

Make/Type : Lincoln S-7046 SAE 400

A.11.5 HIGH PRESSURE CLEANER

Quantity no.: 1

Make/Type : ▇▇▇▇▇▇▇▇▇▇▇

Electric/pneumatic : Electric

Max delivered pressure psi: 2700

Ring Main yes/no Yes

Outlets Number 6

B. GENERAL RIG SPECIFICATIONS

B.1 ▇▇▇▇▇▇▇ AND SUBSTRUCTURE

B.1.1. ▇▇▇▇▇▇▇/MAST

Make/Type : DRECO

Rated for wind speed:

With full set back knots: 100

With no set back knots: 100

Height ft: 210 estimated. Final height to be evaluated by Dreco. Dimensions of base ft x ft: 48X48

Dimensions of crown ft x ft: 18x18

Gross nominal capacity st.: 1250

Maximum Number of lines no.: 14

Ladders with safety cages and rests yes/no: yes

Platform for crown sheave access yes/no: yes Counter balance, system for rig tongs and pipe spinning

tong yes/no: yes

Lighting system explosion proof yes/no: yes

(adjustable fingers on the right hand side can have any one of the casing below racked back at any one time, but not all)

Unit is capable of field transiting with 238 stands of drillpipe without exceeding rated design loads of ▇▇▇▇▇▇▇.

Make/Type : Varco

Racking platform total capacity with 5-1 ft: 31,000 (nominal)

Fixed Fingers (on left side of ▇▇▇▇▇▇▇) - u ft: 20000 (nominal)

Adjustable fingers (on right side) - 7” Ca ft: 11000 (nominal) or

Adjustable fingers (on right side) - 9-5/8 ft: 11000 (nominal) or

Adjustable fingers (on right side) - 13-3/ ft: 9500 (nominal)

Racking platform capacity of 8” - 9” DC no.: 8

Auxiliary ▇▇▇▇▇▇▇ (Moonpool)

Make / Type Dreco

Capacity 300 Tons

B.1.3 AUTOMATIC PIPE RACKER

Make/Type : 2 - Varco PRS-6 Pipe ▇▇▇▇▇▇▇

Pipe racker on forward side to be capable of handling 20”, 16”, 13-3/8”, 11-3/4”, 9-7/8”, 7-5/8”, and 7” casing

B.1.4 CASING STABBING BOARD

Make/Type : Dreco / Hyd.

Adjustable from/to height above R/table ft/ft: Adjustable Casing Stabbing Basket - 45’ reach

Auxiliary Pipe Handler (Moonpool)

Make / Type National

B.1.5 SUBSTRUCTURE

Make/Type	:	H.H.I
Height	ft :	14.75’
Width	ft:	80
Length	ft:	71
Setback capacity	st:	1000
Hookload	st	1000
Simultaneous setback-hookload capacity	st:	2000
Tensioner capacity	st	1750
Clear height below R/table beams (from	ft:	29.5

B.1.6 WEATHER PROOFING

Rig floor windbreaks height ft: 10

Derrickman windbreaks height ft: 15

B.1.7 ▇▇▇▇▇▇▇ TV CAMERA SYSTEM

Camera located at : Monkey Board/ Crown

Make/Type : Color

Zoom/Pan/Tilt-function yes/no: yes

Monitor located at : Driller’s House

B.2 DRAWWORKS AND ASSOCIATED EQUIPMENT

B.2.1 DRAWWORKS

Make/Type	:	Dreco/Hitec
Drum type	:	▇▇▇▇▇ Grooving, 2” drill line
Spinning cathead type	:	Refer D 2.1.7
Breakout cathead type	:	N/A
Crown block safety device	:	YES
Make	:
Model	:
Rated input power continuous	hp:	6900
Rated input power maximum	hp:	8400
Drum Diameter	inches:	73.5
Maximum line pull 14 lines	st:	1000
Maximum line pull 12 Lines
Maximum line pull 10 lines	st:	600
Maximum line pull 8 lines	st:
Independent fresh water cooling system for
drawworks	yes/no:	yes

B.2.2 DRAWWORKS POWER

Number of electric motors no.: 8

Make : General Electric

Model : GEB 22A1

Output power continuous hp: 1150

Output power intermittent (max.) hp: 1400

B.2.3 AUXILIARY BRAKE

Make : Hitec

Model : Regenerative AC braking,

Independent back-up system type : Failsafe disc brakes

B.2.4 SANDLINE NA

B.2.5 AUTOMATIC DRILLER

Make/Type : Hitec

AUXILIARY DRAWWORKS (Moonpool)

Make / Type National / AC

Lift Capacity 300 Tons

Input HP 1,000

B.3 ▇▇▇▇▇▇▇ HOISTING EQUIPMENT

B.3.1 CROWN BLOCK

Make/Type	:	Dreco
Rated capacity	st:	1000
No. of sheaves	no.:	7
Sheave diameter	inches:	72
Sheave grooved for line size	inches:	2

AUXILIARY CROWN BLOCK (Moonpool)

Make / Type Dreco

Rated Capacity 300 Tons

B.3.2 TRAVELING BLOCK

Make/Type	:	Dreco
Rated capacity	st:	1000
No. of sheaves	no.:	7
Sheave diameter	inches:	72
Sheave grooved for line size	inch:	2

AUXILIARY TRAVELING BLOCK

Make / Type Dreco

Rated Capacity 300 Tons

B.3.3 HOOK N/A

Make/Type :

Rated capacity st:

Complete with spring assembly/hook loc yes/no:

B.3.4 SWIVEL

Make/Type : None

Rated capacity st:

Test/working pressure psi/psi:

Gooseneck and washpipe minimum ID > yes/no:

Left hand pin connection size inches:

Access fitting for wireline entry on top o yes/no:

B.3.5 DRILLING LINE

Diameter inch: 2”

Type : 6 x 26 EIPS, IWRC

Length (original) ft: 12500

Support frame for drum/cover yes/no: yes

Drilling line drum power driven yes/no: yes

Spare reel drilling line yes/no: no

Location (rig, shore, etc.) :

B.3.6 ANCHOR DEAD LINE

Make/Type : Dreco

Weight sensor yes/no: yes

B.3.7 DRILL STRING MOTION COMPENSATOR

Make/Type : Hitec ASA Active Heave Comp.

Stroke ft: 14.5

Capacity - compensated	st:	500
Capacity - locked	st:	1000

B.3.8 BLOCK GUIDANCE SYSTEM

Make/Type : DRECO

B.3.9 RETRACTION SYSTEM FOR TRAVELING BLOCK

Make/Type : Varco/Retrac. Dolly

B.4 ROTATING SYSTEM

B.4.1 ROTARY TABLE

Make/Type : Varco

Maximum opening inches: 60

Rated capacity st: 1000

Static load capacity st: 1000

Rotating load capacity st @ rpm: TBA Two speed gearbox yes/no: No

Max RPM @t Max Torque RPM/ Ft lbs 17/48000 Emergency chain drive yes/no: no

Driven by an independent electric motor yes/no: No

Electric motor type/make : Hydraulic x 4

Maximum continuous torque ft/lbs: 48000

Drip pan/mud collection system yes/no: yes

B 4.2 ROTARY TABLE ADAPTER BUSHING

Size “ 60 1/2 x 49 1/2

Quanity : 1

Size “ 49 1/2 x 37 1/2

Quanty :

B.4.3 MASTER BUSHING

Make/Type : Varco MPCH

Size inch: 37-1/2

Inset Bushings #’s 3,2,1

B.4.4 ▇▇▇▇▇ BUSHING

B.4.5 TOP DRIVE

Make : National or Varco

Type (electric/hydraulic) : Electric

Rated capacity st: 1000 or 750 (if 750 parking system to be supplied) Test/working pressure psi/psi: 11250 / 7500

Remote operated ▇▇▇▇▇ cock yes/no: YES If driven by electric motor

Make/Type : GE GEB-20AC

Output power hp: 1150

Output torque ft lbs: Per Manufacturers rating

Max Torque @ Max RPM Ft lb/s RPM Per Manufacturers rating Two speed gearbox yes/no: No

Maximum rotary speed rpm: 270

Cooling system type : AIR

B.4.6 TOP DRIVE MAKEOUT/BREAKOUT SYSTEM

Make : National or Varco

Model :

Type : HYDRAULIC

Max. breakout torque that can be applied ft/lbs: 100000

B.4.7 RAISED BACKUP SYSTEM

Make : Varco

Model : RBS 4

Torque rating : 100,000 Ft Lb

Vertical Travel : 10 Ft

Pipe range : 4 3/4” to 8 1/4”

C. POWER SUPPLY SYSTEMS

C.1 RIG POWER PLANT

C.1.1 DIESEL ENGINES

Quantity	no.:	6
Make/Type	:	18V32
Maximum continuous power	hp:	7290
At rotation speed of	rpm:	720
Equipped with spark arrestors	yes/no:	YES
Mufflers installed	yes/no:	YES
Total fuel consumption, drilling (average	bbl/day:	Av 375. Estimate only, based on GOM weather and will vary depending on operations
C.1.2 DC - GENERATOR	Type:	N/A
C.1.3 AC-GENERATOR Quantity	no.:	6
Make/Type	:	TBA
Continuous power	kw:	7000
At rotation speed of	rpm:	720
Output volts Quantity Make/Type Continuous power At rotation speed of Output volts	volts: no.: : kw: rpm: volts:	42,000 kw
C.1.4 VARIABLE FREQUENCY DRIVES Number of Inverters	no.:	19 INVERTERS
Make/Type	:	TBA
Maximum continuous power (total)	kw:	15130 KW
Output volts	volts:	0-600AC
C.1.5 TRANSFORMER SYSTEM Quantity	no.:	8 THRUSTER TRANSFORMERS
Make/Type	:	TBA
Continuous power (each)	KVA:	5000 KVA
	17

Output volts	volts:	2300
Frequency	Hz:	60
Quantity	no.:	6 DRILLING TRANSFORMERS
Make/Type	:	TBA
Continuous power (each)	KVA:	2500
Output volts	volts:	600
Frequency	Hz:	60

C.1.6 EMERGENCY SHUTDOWN

Emer. shutdown switches for complete power sys. CENTRAL CONTROL ROOM (AC and DC), located at the following points : RIG FLOOR

ENGINE CONTROL ROOM

C.1.7 AUXILIARY POWER SUPPLY

Power supply for a mud logging unit yes/no: YES Power supply available:

Output volts volts: 480

Frequency Hz: 60

Current amps: 100

Phase single/three THREE

C.1.8 COMPRESSED AIR SYSTEMS

Air Compressors - High Pressure: Quantity	no:	2
Make	:	Hamworthy
Model	:	w1234
Rated capacity	cu ft/hr:	65 cfm
Working press	psi:	5000
Prime mover (electric/diesel)	hp:	Electrical
Continuous power	hp:	60
Air dryers
Quantity	no.:	2
Make/Type	:	Hamworthy Regenerative Tower (Dual)
Rated Capacity	cu ft/min:
Air Compressors - Medium Pressure (rig air):
Quantity	no:	3
Make	:	▇▇▇▇▇▇▇ Denver
Model	:	EGQSP Rotary Screw
Rated capacity	cu ft/hr:	750 SCFM
Working press	psi:	125 psi
Prime mover (electric/diesel)	hp:	Electric
Continuous power	hp:	200
Air dryers
Quantity	no.:	3
Make/Type	:	Dessicant ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ / DX110 Heatless
Rated Capacity	cu ft/min:	1080 scfm
Air Compressors - Low Pressure (bulk air):		None - Reducing Stations
Quantity	no:	2
Make	:	Kimray
Model	:	Reducing Valve / Back Pressure Valve ABY / AAU 3”
Rated capacity	cu ft/hr:	10,600 Each
Working press	psi:	60

▇▇

▇.▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇ Generator not required due to power system design

C.2.1 ENGINE AUXILIARY POWER PLANT

C.2.1 ENGINE Data, for Anchored ver.may change for RBS8-D Quantity no.: 1

Make/Type : CATERPILLAR 3508B

Maximum output kw: 500

At rotation speed rpm: 1200

Starting methods (automatic, manual, air : AUTOMATIC Max. angle of operation degrees: 22.5 PER ABS

C.2.2 AC-GENERATOR

Quantity no.: 1

Make/Type : CATERPILLAR SR4

Maximum output kw: 500

At rotation speed rpm: 1200

Output volts volts: 480

Capable of back-feeding to main bus yes/no: YES - TO 480V BUS

C.3 PRIMARY ELECTRIC MOTORS

C.3.1 PROPULSION MOTORS Type: See Thruster Motors

C.3.2 THRUSTER MOTORS

Quantity no.: 8

Type (AC/DC) : TBA

Power of each MW 5.5

Total power ▇▇

▇. DRILLSTRING EQUIPMENT

D.1 TUBULARS

D.1.1 KELLIES

D.1.2 TOP DRIVE SAVER SUBS

Quantity no.: 2

Connection type : HT 55

API classification : 8 C

Protector yes/no: No

Quantity no.: 2

Connection type : 4 1/2 IF

API classification : 8 C

Protector yes/no: No

D.1.3 DRILL PIPE

Drill pipe OD	inch:	5.5
Grade	:	S135
Total length	ft:	22000
Range	:	3
Weight	lbs/ft:	21.9 Nonimal
Tensile yield strength Premium	lbs:	621000
Internally plastic coated	yes/no:	Yes,TK-34
Tool joint OD/ID	inch/inch:	71 /4” x 4” provisional
Make up torque	Ftt/lbs	46300
Tool joint pin length	inch:	10
Tapered shoulder tool joints	degree:	18
Connection type	:	HT 55
Type of hardfacing	:	Armacor M
API classification	:	PREMIUM
Thread protectors	yes/no:	Yes
Drill pipe OD	inch:	5
Grade	:	S-135
Total length	ft:	8000
Range	:	3
Weight	lbs/ft:	19.5 Nominal
Tensile yield strength Premium	lbs	560000
Internally plastic coated	yes/no:	Yes TK-34
Tool joint OD/ID	inch/inch:	6 5/8” x 3 1 1/6”
make up Torque	Ft/lbs	32900
Tool joint pin length	inch:	9”
Tapered shoulder tool joints	degree:	18
Connection type	:	4 1/2 “IF
Type of hardfacing	:	Armacor M
API classification	:	PREMIUM
Thread protectors	yes/no:	Yes
Drill pipe OD	inch:	5.5
Grade	:	S-135
Total length	ft:	8000
Range	:	3
Weight	lbs/ft:	38
Tensile yield s Premium	lbs	1170600
Internally plastic coated	yes/no:	Yes
Tool Joint OD/ID	inch/inch:	7 1/8 x 3 3/4 Provisional
Tool joint pin length	inch:	10
Tapered shoulder tool joints	degree:	18
Connection type	:	HT 55
Type of hardfacing	:	Armacor M
API classification	:	Premium
Thread protectors	yes/no:	Yes

D.1.4 DRILL PIPE PUP JOINTS ( Integral)

O.D 5.5”

Grade/Yield : 4145 H Equiv. To 120K

Tool joint OD/ID	inch/inch:	7 1/4 x 3 3/4 ”
Weight Connection type Stress relief pin groove	LB/FT :	40 HT-55 No
Boreback on box	:	No
Internally plastic coated	yes/no:	No
Thread protectors	yes/no:	Yes,
Length	ft:	10
Quantity	no:	1
Length	ft:	15
Quantity	no:	2
Length	ft:	20
Quantity O.D	:	1 5”
Grade/ Yield	:	4145 H equiv to 120 K
Tool joint OD/ID	inch/inch:	6 5/8” x 2 3/4 ”
Grade	:	4145 H Equiv. To 120K
Weight Connection type Stress relief pin groove	LB/FT :	TBA 4 1/2” IF Yes
Boreback on box	:	Yes
Internally plastic coated	yes/no:	No
Thread protectors	yes/no:	Yes
Length	ft:	10
Quantity	no:	1
Length	ft:	15
Quantity	no:	2
Length	ft:	20
Quantity Thread protectors	yes/no:	1 yes
D.1.5 DRILL PIPE PUP JOINT:	Size:	N/A
D 1.6 HEAVY WEIGHT DRILL PIPE (Integral) Quantity	no.:	30
Nominal size OD	inch:	5”
Weight	lbs/ft:	49.1 Nonimal
Range	:	2
Tool joint OD	inch:	6 5/8”
Tool joint ID	inch:	3 1/16”
Pin Stress relief groove	yes/no	yes
Box , Bore back	yes/no	yes
Type of hardfacing	:	Pinnchrome ( team to review)
Internally plastic coated	yes/no:	No
Connection type	:	4 1/2 IF
Thread protectors	yes/no:	Yes, Bale type
Quantity	no.:	30
Nominal size OD	inch:	5 1/2”
Weight	lbs/ft:	58” Nonimal
Range	:	2

Tool joint OD inch: 7 1/4”

Tool joint ID inch: 3 3/4”

Pin Stress relief groove yes/no No

Box , Bore back yes/no No

Type of hardfacing : Pinnchrome ( Team to review) Internally plastic coated yes/no: No

Connection type : HT 55

Thread protectors yes/no: yes, Bale type

D.1.7 DRILL COLLARS

Quantity	no.:	15
OD body	inches:	9.5
ID body	inches:	3”
Nominal Length of each joint	ft:	31.5 Nominal
Drill collar body (slick/spiral)	:	SPIRAL
Recess for “zip” elevator	yes/no:	yes
Recess for slips	yes/no:	yes
Stress relief pin groove	yes/no:	YES
Boreback on box B.S.R Connection type	yes/no: :	YES 2.72 7 5/8”reg
Thread protectors	yes/no:	yes, Bale type
Quantity	no.:	15
OD body	inches:	8 1/4”
ID body	inches:	2 13/16”
Nominal Length of each joint	ft:	31.5 Ft Nomimal
Drill collar body (slick/spiral)	:	SPIRAL
Recess for “zip” elevator	yes/no:	yes
Recess for slips	yes/no:	yes
Stress relief pin groove	yes/no:	YES
Boreback on box B.S.R. Connection type	yes/no: yes/no:	YES 2.93 6 5/8” reg
Thread protectors	yes/no:	yes, Bale type
Quantity	no.:	30
OD body	inches:	6 1/2
ID body	inches:	2 1/2”
Nominal Length of each joint	ft:	31.5 Ft Nominal
Drill collar body (slick/spiral)	:	SPIRAL
Recess for “zip” elevator	yes/no:	YES
Recess for slips	yes/no:	YES
Stress relief pin groove	yes/no:	YES
Boreback on box B.S.R Connection type	yes/no: yes/no:	YES 2.73 4 ” IF
Thread protectors	yes/no:	yes, Bale type
D.1.8 SHORT DRILL COLLARS D.1.9 NON-MAGNETIC DRILL COLLARS D.1.10 CORE BARRELS		Company Supplied Company Supplied Company Supplied
	22

D.1.11 STABILIZERS D.1.12 ROLLER REAMERS D.1.13 SHOCK ABSORBERS (Damping Sub) D.1.14 DRILLING JARS		Company Supplied Company Supplied Company Supplied Company Supplied
D.1.15 INSIDE BOP VALVE Quantity	no.:	2
Make	:	SMF (provisional)
OD	inch:	TBA
Connection type	:	HT 55
Working pressure rating	psi:	15000
Quantity	no.:	2
Make	:	SMF (provisional)
OD Connection Type Working Pressure	inch: psi	6 5/8” 4 1/2 IF 15000
D.1.16 FULL OPENING SAFETY VALVE Quanty Make	:	2 SMF ( provisional)
O.D/ I.D	no.:	TBA ( Team to review & advise )
Connection type	:	HT 55
Working Pressure		15000
Quanty Make	:	2 SMF ( provisional)
O.D/ I.D	no.:	6 5/8” / 2 13/16”
Connection type Working Pressure	:	4 1/2 IF 15000
D.1.17 CIRCULATION HEAD		N/A
D.1.18 TOP DRIVE VALVES Upper Quantity	no.:	2
Make/Type	:	Varco
Working pressure	psi:	15000
Max. OD body	inch:	TBA
Min. ID body	inch:	TBA
Connection type	:	7 5/8 Reg
Lower Quantity	no.:	2
Make/Type	:	Varco
Working pressure	psi:	15000
Max. OD body	inch:	TBA
Min. ID body	inch:	TBA
Connection type	:	7 5/8 Reg
D.1.19 CIRCULATION SUBS D.1.20 CUP TYPE TESTERS D.1.21 PLUG TYPE TESTERS D.1.22 DROP-IN VALVES		Company Supplied Company Supplied Company Supplied Company Supplied
	23

D.1.23 NEAR-BIT SUBS (Box-Box)

Quantity	no.:	2
OD size	inch:	9 1/2”
ID size	inch:	3”
Top connection	inch:	7 5/8 Reg
Boreback	Yes/No	Yes
BSR	:	2.25. - 3
Bottom connection	inch:	7 5/8 REG
Boreback	Yes/No	No
Bored for float valve	yes/no:	yes
Float size	inch:	5F-6R
Quantity	no.:	2
OD size	inch:	9 1/2”
ID size	inch:	2 13/16”
Top connection	inch:	7 5/8 REG
Boreback	Yes/No	Yes
BSR	:	2.25 - 3
Bottom connection	inch:	6 5/8 REG
Boreback	Yes/No	No
Bored for float valve	yes/no:	YES
Float size	inch:	5F-6R
Quantity	no.:	2
OD size	inch:	8 1/4”
ID size	inch:	2 13/16”
Top connection	inch:	6 5/8 Reg
Boreback	Yes/No	Yes
BSR	:	2.25 - 3
Bottom connection	inch:	6 5/8 Reg
Boreback	Yes/No	No
Bored for float valve	yes/no:	YES
Float size	inch:	5F-6R
Quantity	no.:	2
OD	inch:	6 1 /2
ID	inch:	2 1/2”
Top connection	inch:	4 1/2 XH
Boreback	Yes/No	Yes
BSR	:	2.25 - 3
Bottom connection	inch:	4 1/2 Reg
Boreback	Yes/No	No
Bored for float valve	yes/no:	YES
Float size	inch:	4 R
D.1.24 CROSSOVER SUBS Quantity	no.:	2
OD size	inch:	8 1/4” x 9 1/2”
Top connection size	inch:	6 5/8 REG
Type (pin/box)	:	BOX
I.D	:	2 13/16”
B.S.R	:	2.25 - 3
Boreback	Yes/No	Yes
Bottom connection size	inch:	7 5/8 REG
Type (pin/box)	:	PIN

I.D	:	3”
B.S.R	:	2.25 - 3
Relief Groove	Yes/No	Yes
Quantity	no.:	2
OD size	inch:	7 1/4” x 8 1/4”
Top connection size	inch:	HT 55
Type (pin/box)	:	BOX
ID	inch:	3”
B.S.R	:	2.25 - 3
Boreback	Yes/No	No
Bottom connection size	inch:	6 5/8 Reg
Type (pin/box)	:	PIN
I.D	:	3”
B.S.R	:	2.25 - 3
Relief Groove	Yes/No	Yes
Quantity	no.:	2
OD	inch:	7 1/4” x 6 1/2”
Top connection size	inch:	HT 55
Type (pin/box)	:	BOX
ID	inch:	2 1/2”
B.S.R	:	2.25 - 3
Boreback	Yes/No	No
Bottom connection size	inch:	4 1/2 XH (NC 46)
Type (pin/box)	:	PIN
I.D	:	2 1/2”
B.S.R	:	2.25 - 3
Relief Groove	Yes/No	Yes
Quantity	no.:	2
OD size	inch:	6 1/2” x 8 1/2”
Top connection size	inch:	4 IF (NC 46)
Type (pin/box)	:	BOX
ID	inch:	2 1/2”
B.S.R	:	2.25 - 3
Boreback	Yes/No	Yes
Bottom connection	inch:	6 5/8 Reg
Type (pin/box)	:	PIN
ID	inch:	2 1/2”
B.S.R	:	2.25 - 3
Relief Groove	Yes/No	Yes
Quantity	no.:	2
OD size	inch:	7 1/4 x 6 5/8
Top connection size	inch:	HT55
Type (pin/box)	:	Box
ID size	inch:	2 13/16”
B.S.R	:	2.25 - 3
Boreback	Yes/No	No
Bottom connection size	inch:	4 1/2 IF (NC 50)
Type (pin/box)	:	Pin
ID size	inch:	2 13/16”
B.S.R	:	2.25 - 3
Relief Groove:	Yes/No	Yes
Quantity	no.:	2

OD size Top connection size Type (pin/box)	inch: inch: :	6 5/8 x 6 5/8 4 1/2 IF (NC 50) Box
ID size	inch:	2 1/2”
B.S.R	:	2.25 - 3
Boreback	Yes/No	Yes
Bottom connection size	inch:	4 IF (NC 46)
Type (pin/box)	:	Pin
ID size	inch:	2 1/2”
B.S.R	:	2.25 - 3
Relief Groove	Yes/No	Yes
Quantity	no.:	2
OD size	inch:	6 5/8 x 8 1/4
Top connection size	inch:	4 1/2 IF
Type (pin/box)	:	Box
ID size	inch:	2 13/16”
B.S.R	:	2.25 - 3
Boreback	Yes/No	YES
Bottom connection size	inch:	6 5/8 Reg
Type (pin/box)	:	Pin
ID size	inch:	2 13/16”
B.S.R	:	2.25 - 3
Relief Groove	Yes/No	Yes
D 1.25 STABBING SUBS - Approximately 9” long Quantity		no.:	1
OD size		inch:	9.5
ID size		inch:	3
Top connection size		inch:	HT 55
Type (pin/box)		:	Box
Bottom connection size		inch:	7 5/8 Reg
Type (pin/box)		:	PIN
Quantity		no.:	1
OD size		inch:	9.5
Top connection size		inch:	4 1/2 IF
Type (pin/box)		:	Box
ID size		inch:	3
Bottom connection size		inch:	7 5/8 Reg
Type (pin/box)		:	PIN
Quantity		no.:	1
OD size		inch:	8.25
ID size		inch:	2 13 /16
Top connection size		inch:	HT 55
Type (pin/box)		:	BOX
Bottom connection size		inch:	6 5/8 REG
Type (pin/box)		:	PIN
Quantity		no.:	1
OD size		inch:	6.5
ID size		inch:	2.8125
Top connection size		inch:	HT 55
Type (pin/box)		:	BOX
Bottom connection size		inch:	4 IF

Type (pin/box) : PIN

D.1.26 PUMP IN / TESTING SUBS

Quantity Connection Union type Quantity Connection Union Type Quantity Connection Union type Quantity Connection Union type Quantity Connection

Union Type

Pin/Box

Pin/Box Pin/Box Pin/Box

▇▇▇/▇▇▇

▇

▇▇ ▇▇ ▇▇▇

▇” 1502 Female

HT 55 Pin

2” 1502 Female

4 1/2 IF Box

2” 1502 Female

4 1/2 IF Pin

2” 1502 Female

7 5/8 Reg Pin 2” 1502 Female

D 1.27. SIDE ENTRY SUBS

Quantity

Top Connection Lower connection Outlet size and type Quantity

Top Connection Lower connection Outlet size and type

Box/Pin

HT 55 Box

HT 55 Pin

2” 1502 Female

4 1/2 IF Box

4 1/2 IF Pin

2” 1502 Female

D.1.28 DRILLING BUMPER SUBS

D.1.29 HOLE OPENERS

D.1.30 UNDERREAMERS

Company Supplied Company Supplied Company Supplied

D.2 HANDLING TOOLS

D.2.1 DRILL PIPE ELEVATORS

Quantity

Make

Varco

Model

Drill Collars inserts 150 Ton Casing inserts ▇▇▇ ▇▇▇

▇▇▇▇▇ pipe Inserts 500 Ton Elevators 750 Ton

BOP handling elevators

st:

“

st:

BX 475

6 1/2” , 8 1/4” , 9 1/2”

Company Supplied 5 , 5 1/2”

5”, 5-1/2”

1000 Refer E 6.10

D.2.2 DRILL COLLAR ELEVATORS

Size

inch:

N/A

Quantity Make Model

Rated capacity

no.:

st:

Size Quantity Make Model Rated capacity Size Quantity Make Model Rated capacity Size Quantity Make Model Rated capacity	inch: no.: : : st: inch: no.: : : st: inch: no.: : : st:	N/A N/A N/A
D.2.3 TUBING ELEVATORS	Type:	Company Supplied
D.2.4 DRILL PIPE HAND SLIPS Size	inch	5 1/2 ”
Quantity	no.:	1
Make/Type	:	VARCO / SDXL
Size	inch	5
Quantity	no.:	1
Make/Type	:	VARCO / SDXL
D.2.5 POWER SLIPS Make/Type		Varco PS 30
Quantity		1
Slip assembly 20” to 18 5/8”		1
Slip Assmebly 16 ” to 6 5/8		1
Slip Assembly 2 3/8 to 10 3/4” Insert carriers Drillpipe Insert Carriers Drill collars Insert carriers Casing Die sets for 13 3/8” 9 5/8 & 7” carriers	:	1 5 ”, 5 1/2” , 6 1/2, 8 1/4,9 1/2 Company supplied Company supplied
MOUSEHOLE SLIPS		Varco 18” Power Slips.
D.2.6 DRILL COLLAR SLIPS Size	inch:	9.5
Quantity	no.:	1
Make/Type	:	VARCO / DCS-L
Size	inch:	8.25
Quantity	no.:	1
Make/Type	:	VARCO / DCS-L
Size	inch:	6.1/2
Quantity	no.:	1
Make/Type	:	VARCO / DCS-R

D.2.7 DRILL COLLAR SAFETY CLAMPS

Quantity no.: 1

Model Range	:	MP-L 19 3/8” to 4 1/2 “
D.2.8 TUBING SLIPS	:	Company Supplied
D.2.9 TUBING SPIDER	:	Company Supplied
D.2.10 DRILL COLLAR LIFTSUBS	:	As needed
D.2.11 DC LIFTING PLUGS	:	n/a
D.2.12 BIT BREAKER Quantity	no.:	1
For bit size	inch:	26
Quantity	no.:	1
For bit size	inch:	17.1/2”
Quantity	no.:	1
For bit size	inch:	14 3/4”
Quantity	no.:	1
For bit size	inch:	12. 1/4
Quantity	no.:	1
For bit size	inch:	8.1/2
D.2.13. GAUGE RINGS Sizes		26, 17 1/2, 14 3/4, 12 1/4, 8 1/2
D.2.14 ELEVATOR LINKS Quantity of sets	no.:	1
Make/Type	:	VARCO
Size	inch:	3.5
Length	ft:	11
Rated capacity	st:	500
Quantity of sets	no.:	1
Make/Type	:	VARCO
Size	inch:	4 3/4”
Length	ft:	22
Rated capacity	st:	750
Quantity of sets	no.:	1
Make/Type	:	VARCO
Size	inch:	4 3/4”
Length	ft:	22
Rated capacity	st:	1000
D.2.15 DRILL PIPE SPINNER	Type:	Varco SSW-40
D.2.16 MUD SAVER BUCKET Make	:	Dreco
Size	inch:	9 3/4 to 3 1/2”
Operation	:	Remote from DWS

D.2.17 EZY TORGUE

Make/Type : Varco

Maximum linepull lb: 31000

Quantity 2

D.2.18 ROTARY RIG TONGS

Quantity no.: 2

Make/Type : ▇▇▇▇▇ ▇▇ 100

Size range (max OD/min OD) inch/inch: 17 to 4

Torque rating ft lbs: Max 100,000, reduces depending on size

Quantity no.: 2

Make/Type : ▇▇▇▇▇ ▇▇ 50

Size range (max OD/min OD) : 17 1/4 to 20” Torque rating Ft/lb: 50000

D.2.19 TUBING TONGS (MANUAL)

D.2.20 TUBING TONGS (POWER)

D.2.21 IRON ROUGHNECK

Make/Type : VARCO / AR3200

Size range (max OD/min OD) Drill Coll inch/inch: 4 “ to - 9 1/2”

Size range (max OD/min OD) Drillpipe 3 1/2” to 6 5/8

D.3 FISHING EQUIPMENT

D.3.1 OVERSHOTS

Quantity	no.:	1
Make/Type	:	F.S
Top sub connection type	:	6 5/8 Reg
Overshot OD	inch:	11 3/4”
Max catch size	inch:	9 1/2”
To catch size Spiral grapple	inch:	9.1/2
		9 3/8,8 1/2,8 3/8,8 1/4,8 1/8,7 1/4,7 1/8,7, 6 7/8, 6 5/8,6
To catch size Basket grapple Control rings Extension sub length	inch: ft:	1/2, 6 3/8, 5 1/2, 5 For above grapples 2.5
Lipped guide (oversize, regular)	“:	113/4,15, 21
Quantity	no.:	1
Make/Type	:	TBA S.H Series 150
Top sub connection type	:	4 IF
Overshot OD	inch:	8.3/8
Max catch size	inch:	7 1/4”
To catch size Spiral grapple	inch:	7 1/4, 7 1/8, 7, 6 7/8,
To catch size Basket grapple Control rings Extension sub length	inch: ft:	6 5/8, 6 1/2, 6 3/8, 5 1/2, 5 For above grapples 2.5
Lipped guide (oversize, regular)	:	8 3/8, 11,
D.3.2 HYDRAULIC FISHING JAR D.3.3 JAR INTENSIFIER D.3.4 SURFACE JAR		Company Supplied Company Supplied Company Supplied
D.3.5 FISHING BUMPERSUBS Quantity	no.:	1
Make/Type	:	TBA
OD body	inch:	8
▇▇▇.▇▇	inch:	3.5
	30

Stroke inch: 20

Connection type : 6 5/8 Reg

Quantity no.: 1

Make/Type : TBA

OD body inch: 6.25

Min. ID inch: 2.25

Stroke inch: 20

Connection type : 4 IF

D.3.6 SAFETY JOINTS Company Supplied

D.3.7 JUNK BASKETS (REVERSE CIRC.) Company Supplied

D.3.8 JUNK SUBS Company Supplied

Quantity	no.:	1
Make/Type	:	TBA
For hole size	inch:	17.5
Boot OD	inch:	12.875
Connection type	:	7 5/8 Reg
Quantity	no.:	1
Make/Type	:	TBA
For hole size	inch:	12.25
Boot OD	inch:	9.625
Connection type	:	6 5/8 Reg
Quantity	no.:	1
Make/Type	:	TBA
For hole size	inch:	8.5
Boot OD	inch:	6.625
Connection type	:	4 1/2 Reg
D.3.9 FLAT BOTTOM JUNK MILL		Company Supplied
D.3.10 MAGNET FISHING TOOL Quantity	no.:	1
Make/Type	:	TBA/ Flush guide
OD body	inch:	16
Hole size	inch:	17.5
Connection type	:	6 5/8 reg
D.3.11 TAPER TAPS D.3.12 DIE COLLARS		Company Supplied Company Supplied
E. WELL CONTROL/SUBSEA EQUIPMENT
E.1 LOWER RISER DIVERTER ASSY		N/A
E.2 PRIMARY BOP STACK (from bottom to top) Stack complete with: • guide frame	yes/no:	YES
• pick up attachment	yes/no:	YES
• transport base	yes/no:	YES
Size (bore)	inch:	18.75
Working pressure	psi:	15000
H2S service	yes/no:	YES
	31

E.2.1 ALTERNATE HYDRAULIC CONNECT N/A

E.2.2 HYDRAULIC WELLHEAD CONNECTOR

Size inch: 18-3/4”

Make/Type : Vetco SD H-4

Working pressure psi: 15000

Hot tap for underwater intervention ROV yes/no: YES

Spare connector same type yes/no: NO

Hydrate seal yes/no: Yes (1 oring & 1 Lip seal Option as STD.)

Glycol Injection ( ROV) yes/no: yes (4 x 1” Npt @ 90 deg increments

Pilot Operated check Valve, close function Yes/No: Yes

E.2.3 RAM TYPE PREVENTERS

Preventers:

Quantity no.: 5

Bore size inch: 18.3/4”

Working Pressure psi: 15000

Make : CAMERON or equivalent

Model : TYPE T1

Type (single/double) : Double x2 , Single x 1

Stack Configuration : Al, ▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇,▇▇▇,▇▇▇,▇▇▇▇,▇▇

Ram locks yes/no: YES

Preventer connection type - top : CX18 (BX-164 Option Available)

Preventer connection type - bottom : CX18 (BX-164 Option Available) Side oultlets yes/no: YES

Size inch: 3.1/16

Connection type : No. 6 CAMERON CLAMP AX GROOVE Super/Shear rams: Less than or equal to 13-5/8”

Quantity no.: 1 set

Blind/Shear rams:

Quantity no.: 1 set

Variable rams:

Quantity no.: 1 set

Size range (max/min) inch/inch: Customer to advise Quantity no.: 1 set

Size range (max/min) inch-inch: Customer to advise Pipe rams:

Quantity no.: 1 set

Size inch: Customer to advse

E.2.4 STACK CONFIGURATION (Blind/Shear/Pipe/Variable)

Upper Shear ra Cavity 5 SSCSR (Less than or equal to 13-5/8”) Lower shear ra Cavity 4 : BSR

Middle Upper Cavity 3 : VBR

Middle Lower Cavity 2 : VBR

Lower rams Cavity 1 : LFPR

Position of side outlets - kill

Upper : Below BSR (Cavity #4)

Lower : Below LFPR (Cavity #1)

Position of side outlets - choke

LMRP Below upper Annular (Al)

Stack Below Top VBR (Cavity #3)

Stack : Below Bottom VBR (Cavity #2)

E.2.5 ANNULAR TYPE PREVENTER ON STACK

Size inch: n/a

Working pressure psi: n/a

Make/Type : n/a

E.2.6 MANDREL

Make/Type : Cameron 18-3/4 10 HC

Size inch: 18.75

E.2.7 FAIL-SAFE HYDRAULIC VALVES (Kill and Choke)

Quantity on each side outlet no.: 2

Size (ID) inch: 42430

Make/Type : Cameron MCS

Working pressure psi: 15000

Solid block yes/no: YES

E.2.8 SUBSEA ACCUMULATORS

(See also E.7.1 - Surface Accummulator Unit)

Quantity no.: 17 ( team to evaluate)

Useful capacity per accumulator (w/▇ ▇▇▇▇ gallons : 13.1

Bottle working pressure psi: 5000 (team to evaluate)

E.2.9 HYDRAULIC CONTROL POD/RECEPTACLES

Quantity no.: 2

Redundancy %: 100

Color Coded yes/no: YES

Remote regulation of operating pressure for

functions requiring lower operating press yes/no: YES

Spare control pod yes/no: NO

Deadman system yes/no: YES

Pressure & tempreture Sensor’s LMRP yes/no: YES

E.3 PRIMARY LOWER MARINE RISER PACKAGE (From Bottom To Top)

E.3.1 HYDRAULIC CONNECTOR

Make/Type : Cameron 18-3/4-10 HC or equivalent

Size inch: 18.75

Working pressure psi: 10000

Hot tap for underwater intervention yes/no: YES

Spare connector same type yes/no: NO

E.3.2 ANNULAR TYPE PREVENTER (LMRP)

Size inch: 18-3/4”

Qty. no: 2

Working pressure psi: 10000

Make/Type (2*70.5=141” Total Heigl : CAMERON TYPE DL

E.3.3 FLEX JOINT

Make/Type : Oil States 18-3/4”

Size inch: 21

Max deflection degrees: 20 (10 from vertical)

E.3.4 RISER ADAPTER

Make/Type : Vetco HMF-class H

Size inch: 21

E.3.5 CONNECTION LINES TO RISER

Type (rigid loops, coflexip, etc.) Make: COFLEXIP Size: 3-1/16

WP: 15,000 psi

Collapse Psi 12,7l0psi

E.3.6 RISER CENTRALIZER Hydralift

E.4 ANNULAR GAS HANDLER

Make / Type Supplied by Company at later date. Hard piping and control functions to be supplied by Contractor

Rating 1,500 psi

Number Outlets 2

Number Valves 4

E.5 SECONDARY LOWER MARINE RISER P N/A

E.6 PRIMARY MARINE RISER SYSTEM

E.6.1 MARINE RISER JOINTS To be designed for 10,000’ wd Make/Model : Vetco or equivalent (HMF-class H)

OD inch To be determined by final riser analysis

ID inch To be determined by final riser analysis

Wall thickness inch: To be determined by final riser analysis Average length of each joint ft: 90

62,311 for 5k buoancy, 54,424 for 3k buoancy, 31,620

Weight of one complete joint (in air) Ibs: for 3/4” Slick, 36,900 1” slick

Quantity no.: Sufficient for 8,000 ft. water depth

Pipe material grade: API 5L Grade X80 Mod.

Minimum yield strength psi: 80KSI

Type riser connectors : HMF- class H

Dogs no.: To be determined by final riser analysis

Pup joints:

Quantity no.: 1

Length ft: 45.0’

Quantity no.: 1

Length ft: 37.5’

Quantity no.: 1

Length ft: 30.0’

Quantity no.: 1

Length ft: 22.5’

Quantity no.: 1

Length ft: 15’

E.6.2 TELESCOPIC JOINT

Make/Type : Vetco

Size (ID) inch: 19.25

Stroke ft: 65

Double Seals yes/no: YES

Working pressure psi 500

Spare telescoping joint yes/no: no

Location : N/A

Rotating support ring for riser tensioners type: Vetco SDC

Connection points no.: 6

E.6.3 KILL/CHOKE LINES

Quantity	no.:	2
Outside diameter	inch:	6.5
Inside diameter	inch:	4.5
Working pressure	psi:	15000
LMRP Isolation valves	YES/NO	YES. Fail Close

E.6.4 BOOSTER LINES (If Fitted)

Quantity	no.:	1
Outside diameter	inch:	4.5
Inside diameter	inch:	3.83
Working pressure	psi:	6000
LMRP Isolation valve	YES/NO	YES

E.6.5 HYDRAULIC SUPPLY LINES

Quantity	no.:	1
Outside Diameter	inch:	3.5
Inside Diameter	inch:	2.62
Working pressure	psi:	5000

E.6.6 UPPER BALL (FLEX) JOINT

Make/Type : Oilstates Diverter 3

Size inch: 21-1/4

Maximum deflection deg.: 30 (15 from vertical) Spare upper ball (flex) joint yes/no.: NO

E.6.7 BUOYANCY MODULES (If Fitted)

Make : To be determined by riser analysis

Quantity of buoyed riser joints no.: To be determined by riser analysis

OD of buoyed riser joints inch: To be determined by riser analysis

Length of each module ft: To be determined by riser analysis

Volume of each module ft3: To be determined by riser analysis

Buoyancy in seawater st/ft3: To be determined by riser analysis Rated water depth ft: To be determined by riser analysis

Make : To be determined by riser analysis

Quantity of buoyed riser joints no.: To be determined by riser analysis

OD of buoyed riser joints inch: To be determined by riser analysis

Length of each module ft: To be determined by riser analysis

Volume of each module ft3: To be determined by riser analysis

Buoyancy in seawater st/ft3: To be determined by riser analysis Rated water depth ft: To be determined by riser analysis

E.6.8 MARINE RISER SPIDER

Make/Type : VETCO / HYDRAULIC

E.6.9 Marine Riser Gimbal

Make/Type : VETCO

E.6.10 RISER HANDLING TOOLS

Tool, riser lifting no.: 3

1000 ton Solid Body Elevators no : 1 set ( team to evaluate) Type : HMF- Class h

Torque Wrenches : 2 - dual speed

E.6.11 RISER TEST TOOLS

Quantity no.: 2

Type : HMF- Class H Hydraulic Test Tool

E.6.12 INSTRUMENTED ▇▇▇▇▇ ▇▇ : N/A

E.7 SECONDARY MARINE RISER : N/A

E.8 DIVERTER BOP

(For installation in fixed ▇▇▇▇ nipple)

Make/Type : Hydril 60

Max Bore Size inch: 21-1/4

Working pressure psi: 500

Number of diverter outlets no.: 2

Outlet OD inch: 14

Insert packer size ID inch: N/A CSO

Element type. : Nitrile rubber

Running from diverter to : Overboard , port/ starb./ Poorboy MGS

E.8.1 DIVERTER FLOWLINE

Quantity no.: 1

I.D of flowline inch: 16” Nominal

Valve types : Diverter Sleeve

Size inch: 16

Working pressure psi: 500

Control valve type (air/hydraulic/etc.) : HYDRAULIC

Remote controlled from location: DRILLERS WORKSTATION

E.8.2 DIVERTER CONTROL PANELS

Driller’s panel

Make : CAMERON OR EQUIVALENT

Model : MULTIPLEX

Location : DRILLERS WORKSTATION

Locking/unclocking control yes/no: YES

Remote panel

Make : CAMERON

Model : MULTIPLEX

Location : CONTROL ROOM

Locking/unclocking control yes/no : YES

E.9 SUBSEA SUPPORT SYSTEM

E.9.1 RISER TENSIONERS Ability To Skid Tensioners From Well Centerline Quantity no.: 6

Make/Type : HYDRALIFT - INLINE

Capacity each tensioner st: 800 kips

Maximum stroke ft: 50

Wireline size inch: N/A (9” ROD)

Line travel ft: N/A (9” ROD)

Independent air compressors yes/no: YES

Independent air drying unit yes/no: YES

Riser Recoil System yes/no: yes

E.9.2 GUIDELINE SYSTEM N/A

E.9.3 REMOTE GUIDELINE REPL. TOOL N/A

E.9.4 REMOTE GUIDELINE CUTTING TOOL N/A

E.9.5 POD LINE TENSIONERS TURN DOWN SHEAVE’S COMPLETE WITH STORM LOOP WITHIN MOONPOOL INCLUDED WITHIN DESIGN LAYOUT

E.9.6 TENSIONER/COMPENSATOR AIR PRESSURE VESSELS

Quantity no.: 30

Total capacity ft3: 2747

Rated working pressure psi: 3000

Pressure relief valve installed yes/no: YES

E.10 BOP CONTROL SYSTEM

Cameron or equivalent Mux system including: 2 each remote control panels, one located in driller’s house and one in the control room, both panels incorporate full function and monitoring system for BOP’s and diverter system. 1 each pod test stand and Mux system analyzer consisting of test stand and portable computer test set. 2 each Mux cable reels complete with 11,000’ of Multiplex cable, one reel blue and one reel yellow for functioning yellow and blue pods plus one spare. 2 each stack mounted pods, complete with subsea electronics

E.10.1 SURFACE ACCUMULATOR UNIT

(See also E.2.8 & E.4.8 - Subsea Accumulators)

Make : CAMERON or equivalent

Model/Type : MUX

Location : ACCUMULATOR ROOM

Soluble oil reservoir capacity US gallons: 300

Oil/water mix.capacity US gals/min: 838

Glycol reservoir capacity US gallons: 1000

No. of bottles installed no.: 38 team to evaluate bottles required for 10,000’ Useful cap. per accum. (w/o pre-charge)US gallons : 40

Bottle working pressure psi: 5000

Control manifold model : MULTIPLEX

Regulator type : PRESSURE SWITCH / RELIEF VALVES Total useful accumulator volume (surface and stack)

Equals all preventer opening and closing yes/no: YES Plus percent additional volume %: 50

E.10.2 ACCUMULATOR HYDRAULIC PUMPS

Electric Driven
Quantity	no.:	2
Power source	:	From BUS A
Make	:	US Motors
Model	:
Each driven by motor of power	hp:	100
Flow rate of each pump	US gals/min:	26
At minimum operating pressure	psi:	5000
Secondary
Quantity	no.:	1
Power source	:	From BUS B
Make	:	US Motors
Model	:
Each driven by motor of power	hp:	100
Flow rate of each pump	US gals/min:	26
At minimum operating pressure	psi:	5000

E.10.3 DRILLER’S CONTROL PANEL

Graphic control panel at driller’s position showing subsea
functions with controls for the following functions of the
BOP stack Location.		Driller Work Station.
Boost Line Control Valve	yes/no:	YES
Marine riser connector	yes/no:	YES
All annular type BOP’s	yes/no:	YES
All ram type BOP’s	yes/no:	YES
Lock for ram type BOPs	yes/no:	YES
Wellhead and LMRP connector	yes/no:	YES
Inner and outer kill and choke line valve:	yes/no:	YES
Low acc. pressure warning	yes/no:	YES
Low reservoir level warning	yes/no:	YES
Low rig air pressure warning	yes/no:	YES
Pressure regulator for annular	yes/no:	YES
Flowmeter	yes/no:	YES
Quantity of pressure gauges	no.:	7+
Emergency push button for automatic riser disconnection	:	YES
Other control functions	yes/no:	YES
Control panel make	:	CAMERON
Control panel model	:	MULTIPLEX

E.10.4 REMOTE CONTROL PANELS

Ability to operate main closing unit valv yes/no: NO Quantity no.: 2

Make/Model : CAMERON / MULTIPLEX

Locations : DRILLERS WORK STATION & CONTROL ROOM

Operating System Routing (Direct/via Primary Control

Panel) : DIRECT DUAL BUS

E.11 SUBSEA CONTROL SYSTEM

E.11.1 HOSE REELS

Quantity no.: 2 Bop Control (MUX)

Location : MOONPOOL

Make/Type : CAMERON

Maximum storage length each ft: 11000

Drive motor type : AIR

Quantity no.: 1 HOTLINE

Location : MOONPOOL

Make/Type : SYNFLEX (KEVLAR)

Maximum storage length each ft: 11,000

Drive motor type : AIR

E.11.2 POD HOSE

E.11.3 POD HOSE MANIFOLD

Make/Model : NONE

Surface test ▇▇▇▇▇ yes/no: YES

E.11.4 SURFACE TEST POD yes/no: N/A

E.12 ACOUSTIC EMER. BOP CONTROL SYS : N/A

E.13 SUBSEA AUXILARY EQUIPMENT

E.13.1 HOLE POSITION INDICATOR

Make/Type : Simrad

Quantity of monitors no.: 2 (Blue pod / Yellow pod) Monitor location : Drillers Work station

Monitor location : Control Room

Recorder yes/no: no

E.13.2 RISER ANGLE INDICATOR

Make/Type : To be incorporated into Mux system

Quantity of monitors no.: 2 (Blue pod / Yellow pod) Monitor location : Drillers Work station

Monitor location : Control Room

Recorder yes/no: no

Location Flex joint neck

E.13.3 SLOPE INDICATORS

Make : RECAN

Quantity no.: 3

Provision for installation on

BOP yes/no: YES

Pin Connector yes/no: NO

Other : LOWER STACK, LMRP & RISER

E.13.5 ROV System Power and foundations supplied

E.14 CHOKE MANIFOLD Per Drawing # D-233669

E.14.1 CHOKE MANIFOLD (For Instrumentation, see H.3)

Make : CONTROL FLOW

Minimum ID inch: 3-1/16

Maximum WP psi: 15000

H2S service yes/no: YES

Quantity of fixed chokes no.: n/a

Make : n/a

Model : n/a

Size (ID) inch: n/a

Quantity of adjustable chokes no.: n/a

Make : n/a

Model : n/a

Size (ID) inch: n/a

Quantity of power chokes no.: 3 ( team to evaluate) Make : CONTROL FLOW

Model : 15000

Size (ID) inch: 2 Team to evaluate

Power choke remote control panel yes/no: YES

Make : Houston Digital

Model : CPU 27” MONITOR AND MANUAL HYD. BACK-UP.

Location : DRILLERS WORKSTATION / CHOKE MANIFOLD

Glycol injection yes/no: NO

E.14.2 FLEXIBLE CHOKE AND KILL LINES (Connecting Riser to Drilling Unit)

Quantity no.: 2

Make/Type : Coflexip

ID inch: 3 ( team to review)

Working pressure/test pressure psi/psi: 15000 / 22500 Quantity no.: n/a

Make/Type : n/a

ID inch: n/a

Working pressure/test pressure psi/psi: n/a

E.15 BOP TESTING EQUIPMENT

E.15.1 HYDRAULIC BOP TEST PUMP

Make : ▇▇▇▇▇▇▇

Model/Type : ELECTRO HYDRAULIC VARIABLE SPEED 5 GPM

Pressure rating psi: 22500

Chart recorder yes/no: 0-5000 0-30000

E.15.2 BOP TEST ▇▇▇▇▇

Quantity no.: 1

Test pressure psi: 15000

Type : VETCO / CAMERON

Size : 18.75

Connected to deck (welded/bolted) : BOLTED

E.16 WELLHEAD RUNNING/RETRIEVING/TESTING TOOLS (RT/RRT/TT)

E.16.1 RT’s FOR CASING INSTALLATION Company Supplied

E.16.2 RRT’s FOR CASING INSTALLATION Company Supplied

E.16.3 MISCELLANEOUS TOOLS Company Supplied

E.16.4 DP HANG-OFF SUBS Company Supplied

E.16.5 MINI HOSE BUNDLE FOR HYD. R. TOOLS Company Supplied

E.16.6 EMERGENCY BOP RECOVER yes/no: yes Make/type : CAMERON

F.1 HIGH PRESSURE MUD SYSTEM

System working pressure psi: 7500

System test pressure psi: 11250

Built to which design standard : ANSI, API

F.1.1 MUD PUMPS

Quantity Make	no.: :	4 National
Model	:	14P-220
Type (Triplex/Duplex)	:	Triplex
Liner sizes available	inch:	5” - 9”
Mud pump drive motors	no.:	2
Motor type	:	AC
Continuous power rating per motor	hp:	1150
Fluid end	type:	Two piece
Maximum working pressure	psi:	7500
Test pressure	psi:	11250
Pump stroke counter	type:	Hitec
Supercharging pump	type:	Halco
Driven by motor of power	bp:	100
Discharge/Suction line ID	inch/inch	5” / 10”
M.P. Pulsation Dampener	type:	White Rock
Soft Pump	:	I system
Reset Relief Valve	type:	TBA
Working flowrate per pump at 90% of max spm
Maximum SPM	:	105 SPM @ 100%

F.1.2 TRANSFER PUMPS/MIXING PUMPS (centrifugal)

Treatment pumps (Desilter/Desander) Quantity Make		4 Halco
Model		2500
Drive motor type		Electric
Power output		100 hp
Impeller		14”
Impeller speed		1200 rpm
Packing type		Mechanical seal
Mixing Pumps
Quantity	no.:	2
Make	:	Halco
Model	:	2500
Drive motor type	:	Electric /Belt
Power output	hp:	100
Impeller	:	14”
Impeller speed	RPM:	1200
Packing type	;	Mechanical seal
Shearing Pumps
Quantity	no.:	2
Make	:	Halco
Model	:	T 6550
Drive motor type	:	Electric /Belt
Power output	hp:	100
Impeller	:	Shearing type
Impeller speed	RPM:	1800
Packing type	;	Mechanical seal
Charging Pumps
Quantity	no.:	4
Make	:	Halco
Model	:	2500
Drive motor type	:	Electric /Belt
Power output	hp:	100
Impeller	:	14”
Impeller speed	RPM:	1200
Packing type	;	Mechanical seal
Column Transfer
Quantity	no.:	4
Make	:	Halco
Model	:	2500
Drive motor type	:	Electric /Belt
Power output	hp:	125
Impeller	:	12
Impeller speed	RPM:	1800
Packing type	;	Mechanical seal

F.1.3 BOOSTER PUMP

Quantity no.: Rig Mud pump

Make/Type :

Pumping capacity (each) US gals/min:

Drive motor type :

Power output hp:

F.1.4 STANDPIPE MANIFOLD

Quantity of standpipes no.: 2 @ 7500 psi wp

Standpipes ID inch: 5

H-Type standpipe manifold yes/no: yes

Kill line outlet yes/no: yes

Fill-up/bleed-off line outlet yes/no: yes Outlets (total) no.: 4

ID inch: 5 & 3

Type connections : Weco

Dimensions OD x ID inch x inch: 6 x 5 Design standard : ANSI, API

F.1.5 ROTARY HOSES

Quantity no.: 2 @ 7500 psi wp

Make/Type : ▇▇▇▇▇▇▇

ID x length inch x ft: 4 x 88

Snubbing lines yes/no: yes

F.1.6 CEMENTING HOSE

Type (i.e. Coflexip) Length

ft:

▇▇▇▇▇▇▇ 85

inch:

Working pressure

psi:

15000

F.1.7 CHIKSAN STEEL HOSES

Integral non-screwed yes/no: yes

Make/type : TBA / 1502

ID Nonimal inch: 2”

Section length ft:

Quantity no.:

Section length ft:

Quantity no.:

Sweep swivels, make/type :

Nom. size ID inch:

Fittings, non-screwed type yes/no: Yes

Suitable for H2S service yes/no:

F.2 LOW PRESSURE MID SYSTEM

F.2.1 MUD TANKS

Quantity	no.:	15
Column Tanks
Quanity	:	4
Capacity 85%		4600
Surface Tanks

Quanity		10
Capacity 85%		4000
Capacity, tank No. 1	bbls:	460
Type (active/reserve)	:	Active
Capacity, tank No. 2	bbls:	460
Type (active/reserve)	:	Active
Capacity, tank No. 3	bbls:	460
Type (active/reserve)	:	Active
Capacity, tank No. 4	bbls:	650
Type (active/reserve)	:	Active
Capacity, tank No. 5	bbls:	650
Type (active/reserve)	:	Active
Capacity, tank No. 6	bbls:	680
Type (active/reserve)	:	Active
Capacity, tank No. 7	bbls:	160
Type (active/reserve)	:	Chemical
Capacity, tank No. 8	bbls:	160
Type (active/reserve)	:	Chemical
Capacity, tank No. 9	bbls:	160
Type (active/reserve)	:	Chemical
Capacity, tank No. 10	bbls:	160
Type (active/reserve)	:	Chemical
Mixer in each tank	yes/no:	Yes
Mud guns in each tank	yes/no:	Yes

F.2.2 PROCESSING TANKS

Quantity	no.:	6
Total capacity (@ 100%)	bbls:	450
Capacity Sand Trap tank	bbls:	75
Capacity degasser tank	bbls:	75
Capacity desander tank	bbls:	75
Capacity desilter tank	bbls:	75
Capacity desilter tank	bbls:	75
Capacity treated mud tank	bbls:	75

F.2.3 PILL/SLUG TANK

Capacity (@ 100%) bbls: 150

Mud agitator yes/no: yes

Mud guns yes/no: yes

F.2.4 TRIP TANK

Capacity (@ 100%) bbls: 100 2 x 50

Capacity/foot bbls/ft: TBA

Level indicator yes/no: yes

Electric pump make Halco x 2

Model/type : Cent.

Motor output hp: 30

Facility for casing fill-up yes/no: no

Alarm and strip chart recorder (See H.1.;11) yes/no: Yes

F.2.5 STRIPPING TANK

Capacity (@100%) bbls: 10 Approx

Capacity/foot bbls/ft: TBA

Equalizing facility with triptank yes/no: Yes

Transfer pump yes/no: No

Alarm and strip chart recorder (See H.1. yes/no: Yes

F.2.6 CHEMICAL MIXING TANK Separate mixing tank above for mixing caustic Capacity bbls: See F.2.1 Tks. 7- 10

Chemical mixer type :

F.2.7 SHALE SHAKERS

Primary:

Quantity no.: 7

Make/Model : ▇▇▇▇▇▇/LCM-2D CS

Type : Linear Motion/ Cascading

Driven by no. of electric motors no.: 3

Design flowrate bbl/min: Depending on Mud Characteristics Cascading:

Quantity no.: See Above

Make/Model :

Type :

Driven by no. of electric motors no.:

Design flowrate bbl/min:

F.2.8 DESANDER

Quantity no.: Desander cones over one cascading shale shaker Make/Model : ▇▇▇▇▇▇

Type :

Number of cones x sizes no. x inch: 6 X 12” w/ discharge overboard Type/size centrifugal pump :

Driven by electric motor of hp:

Is pump dedicated to desander yes/no:

Max. flowrate bbl/min:

F.2.9 DESILTER

Quantity no.: Desilter cones over one cascading shale shaker Make/Model : ▇▇▇▇▇▇

Type :

Number of cones x sizes no. x inch: 40 X 4” W/ discharge over shaker or overboard Type/size centrifugal pump :

Driven by electric motor of hp:

Is pump dedicated to desilter yes/no:

Max. flowrate bbl/min:

F.2.10 MUD CLEANER

Quantity no.: N/A

Make/Model :

Type :

Number of cones x sizes no. x inch:

Type/size centrifugal pump Driven by electric motor of Is pump dedicated to mud cleaner Max. flowrate	: hp: yes/no: bbl/min:
Inlet and outlet for centrifuge to be provided
F.2.11 MUD/GAS SEPARATOR (Poor Boy) Make/Type	:	Shall be capable to direct flow from flowline to MGS Swaco
Gas discharge line ID Gas discharge location, primary Can discharge be tied into burner system	inch: yes/no:	12” nominal Top no
Mud seal height	:	20
Calculated gas throughput Dimensions	mmscf:	20 OAL 41.5 ft. X 6 ft.
F.2.12 DEGASSER Quanty		2
Make/Type	:	▇▇▇▇▇▇▇/1500
Capacity	:	1000 GPM x 2
Type/size centrifugal pump	:	N/A
Driven by electric motor of power	hp:	N/A
Discharge line running to	:	6”
Vacuum pump make Type	: :	Internal
F.2.13 MUD AGITATORS Quantity	no.:	6
Make/Model	:	Philadelphia
Driven by motor of power Located in tanks (See F.2.1 for tank numbers) Quantity	hp no.:	15 8, 9, & 10 3
Make/Model	:	Philadelphia
Driven by motor of power Located in tanks (See F.2.1 for tank numbers) Quantity	hp no.:	5 Shaker Tanks 4
Make/Model	:	Philadelphia
Driven by motor of power Located in tanks (See F.2.1 for tank numbers) Quantity	hp no.:	10 1, 2, 3, & 4 3
Make/Model	:	Philadelphia
Driven by motor of power Located in tanks (See F.2.1 for tank numbers)	hp	40 5, 6, & 7
F.2.14 MUD CENTRIFUGE Quantity	no.:	Power and space for 2
F.2.15 MUD ▇▇▇▇▇▇ Quantity	no.:	2
Make/Model	:	Halco

Feed pump make/model : Mixing pumps

F.2.16 SHEARING HOPPERS

Quantity no.: 2

Make/Model : Halco/105-15

Feed pump make/model : Mixing pumps

F.2.17 DECK ▇▇▇▇▇▇

Quantity no.: 1

Make/Model : Halco

Feed pump make/model : Mixing pumps

F.3 BULK SYSTEM

F.3.1 BARITE/BENTONITE SILOS

Quantity no.: 5

Capacity of each silo C.F.: 2500

Locations : Columns

Type weight loadcell : Hydraulic

Manufacturer : ▇▇▇▇▇▇ ▇▇▇▇▇▇

Pressure rating 65

Relief valve(s) installed yes/no: yes

F.3.2 BARITE DAY TANKS

Quantity 2

Capacity of each silo C.F: 1200

Locations : Moonpool

Type weight loadcell : Hydraulic

Manufacturer : ▇▇▇▇▇▇ ▇▇▇▇▇▇

Pressure rating psi: 65

Relief valve(s) installed yes/no: yes

F.3.3 SURGE TANK FOR BARITE

Quantity no.: 2

Capacity of each tank It: 70

Type weight loadcell : Hydraulic

Manufacturer : ▇▇▇▇▇▇ ▇▇▇▇▇▇

Pressure rating psi: 65

Relief valve(s) installed yes/no: yes

F.3.4 CEMENT SILOS

Quantity 3

Capacity of each silo C.F: 2800

Locations : Columns

Type weight loadcell : Hydraulic

Manufacturer : ▇▇▇▇▇▇ ▇▇▇▇▇▇

Pressure rating psi: 65

Relief valve(s) installed yes/no: yes

Separate mud/cement loading facilities yes/no: yes Discharge line for cement independent from

barite/bentonite discharge line yes/no: Yes

F.3.5 CEMENT DAY TANKS

Quantity 2

Capacity of each silo C.F: 1100

Locations : Cement Room

Type weight loadcell : Hydraulic

Manufacturer : ▇▇▇▇▇▇ ▇▇▇▇▇▇

Pressure rating psi: 65

Relief valve(s) installed yes/no: yes

F.3.6 SURGE TANK FOR CEMENT Third party

F.3.7 BULK TRANSFER SYSTEM (See also C.1.8 - Compressed Air Systems)

Independent air system for the silos and surge tanks consisting of a high-volume low-pressure

compressor and air drier yes/no: no

Air reduced from main air supply through pressure

regulators yes/no: yes

Separate volume tank and drier yes/no: no

G. CASING/CEMENTING EQUIPMENT Company Supplied

G.1 CASING EQUIPMENT Company Supplied

G.1.1 API CASING DRIFT Company Supplied

G.1.2 CLAMP-ON CSG THREAD PROT’S Company Supplied

G.1.3 CASING ELEVATOR

Manufacturer Company Supplied

Type

Capacity st:

Inserts for inch:

G.1.3 SIDE DOOR CASING ELEVATOR Company Supplied

G.1.4 SINGLE JOINT CASING ELEVATOR Company Supplied

G.1.5 SLIP TYPE ELEVATOR/SPIDERS

Quantity no.: Company Supplied

G.1.6 CASING SLIPS (Hand)

Quantity no.: Company Supplied

Make/Type :

For OD casing inch:

Quantity no.:

Make/Type :

For OD casing inch:

Quantity no.:

Make/Type :

For OD casing inch:

G.1.7 CASING BOWLS

Quantity no.: Company Supplied

Make/Type :

For OD casing (max/min) inch/inch:

Quantity no.:

Make/Type :

For OD casing (max/min) inch/inch:

Quantity no.:

Make/Type :

For OD casing (max/min) inch/inch:

G.1.8 CASING TONGS Company Supplied

G.1.9 POWER CASING TONGS Company Supplied

G.1.10 POWER UNIT FOR CASING AND TUBING TONGS

Quantity no.: 1 Central Hydraulic unit

Driven by electric motor yes/no: YES

G.1.11 CASING CIRCULATING HEAD (Swedge) Company Supplied

G.1.12 CASING SPEARS (Internal) Company Supplied

G.1.13 CASING CUTTERS (Internal) Company Supplied

G.1.14 CROSSOVER CASING TO DRILL PIPE Company Supplied

G.1.15 CASING SCRAPERS Company Supplied

G.2 CEMENTING EQUIPMENT

G.2.1 CEMENT UNIT Company Supplied

G.2.2 CEMENTING MANIFOLD

Discharge manifold working pressure psi: 15000

Cement pump discharge lines min. ID inch: 3 Nonimal

Cement pump discharge lines working p psi: 15000

G.2.3 CEMENT ▇▇▇▇▇ N/A

G.2.4 CEMENTING TUBING N/A

H. INSTRUMENTATION/COMMUNICATION

H.1 DRILLING INSTRUMENTATION AT DRILLER’S POSITION

H.1.1 WEIGHT INDICATOR

Make/Type : HITEC SMART DRILLING INSTRUMENTATION

Sensor type : ELECTRONIC DEADEND

Calibrated for number of lines strung (6, 8, 10, 12, etc.) no.: USER SELECTABLE

H.1.2 STANDPIPE PRESSURE GAUGES

Quantity no.: TBA

Make/Type : HITEC SMART DRILLING INSTRUMENTATION

Pressure range (maximum) psi: TBA

H.1.3 CHOKE MANIFOLD PRESSURE GAUGE

Quantity no.: 2

Make/Type HITEC SMART DRILLING INSTRUMENTATION

Pressure range (maximum) psi: 0 - 15,000

H.1.4 ROTARY SPEED TACHOMETER

Make/Type : HITEC SMART DRILLING INSTRUMENTATION

Capacity range (maximum) rpm: 0 - 200

H.1.5 ROTARY TORQUE INDICATOR : HITEC SMART DRILLING INSTRUMENTATION

H.1.6 MOTION COMPENSATOR INSTRUMENTS

Make/Type : HITEC SMART DRILLING INSTRUMENTATION

Hook position indicator yes/no: YES

Lock/unlock indicator yes/no: YES

H.1.7 PUMP STROKE COUNTERS

Make/Type : HITEC SMART DRILLING INSTRUMENTATION

One pump stroke indicator and one cumulative

pump stroke counter for each pump. yes/no: YES

H.1.8 TONG TORQUE INDICATOR

Make/Type :

Capacity range (maximum) ft lbs:

H.1.9 PIT VOLUME TOTALIZER

Make/Model : HITEC SMART DRILLING INSTRUMENTATION

Floats in active mud tanks yes/no: YES

Floats in reserve mud tanks yes/no: YES

Loss/Gain indicator yes/no: YES

Alarm (audio and visual) yes/no: YES

H.1.10 MUD FLOW INDICATOR

Make/Model : HITEC SMART DRILLING INSTRUMENTATION

High/low alarm (audio and visual) yes/no: YES

H.1.11 TRIP TANK INDICATOR

Make/Model : HITEC SMART DRILLING INSTRUMENTATION

Chart recorder yes/no: DATA LOGGING

Alarm yes/no: YES

H.1.12 GENERAL ALARM SYS. yes/no: YES

H.1.13 AUTOMATIC DRILLER

Make/Type : HITEC SMART DRILLING INSTRUMENTATION

H.1.14 REMOTE CHOKE CONTROL UNIT (See E.14.1)

Make/Model : Houston Digital

H.2 DRILLING PARAMETER RECORDER

Quantity no.: USER DEFINED ELECT. DATA ACQUISITION Location - 1 : DRILLERS HOUSE

Location - 2 :

Make/Type : HITEC SMART DRILLING INSTRUMENTATION Quantity of pens no.: USER DEFINED ELECT. DATA ACQUISITION Parameter recorded : ”

Parameter recorded : ”

H.3 INSTRUMENTATION AT CHOKE MANIFOLD

H.3.1 STANDPIPE PRESSURE GAUGE

Make/Type : Strain gauge

Pressure range (maximum) psi: 0-10,000

H.3.2 CHOKE MANIFOLD PRESSURE GAUGE

Make/Type : Strain gauge

Pressure range psi: 0-15,000

H.3.1 and H.3.2 combined on one panel yes/no: yes

Visible from choke operating position yes/no: yes

H.4 STANDPIPE PRESSURE GAUGE Strain Gauges Make/Type : OTECO

Pressure range psi: 0-10,000

Visible from driller’s position yes/no: No

H.5 DEVIATION EQUIPMENT

H.5.1 MEASURING DEVICE

Quantity no.: 1

Make/Type : Totco

Deviation range degree: 0 - 8 / 0-12

H.5.2 WIRELINE WINCH

Make/Model : ▇▇▇▇▇▇

Wire length (nominal) ft: 25000

Depth counter yes/no: yes

Wire size inch: 3/16

Pull indicator Ibs: yes

H.6 CALIBRATED PRESS. GAUGES : Strain Gauges

H.7 RIG COMMUNICATION SYSTEM

H.7.1 TELEPHONE SYSTEM

No. of stations no.: 120

Make/Type : Mitel Exchange

Explosion proof yes/no: AS REQ’D.

No. of stations no.:

Make/Type :

Explosion proof yes/no:

H.7.2 PUBLIC ADDRESS SYSTEM

Can be combined with above yes/no: YES

Make/Type : Akusta

Explosion proof yes/no: AS REQ’D.

H.7.3 DRILL FLOOR - DERRICKMAN’S TALKBACK (For Intercom System)

No. of stations no.: 14

Location : DWS - 2 / PHS

Location : CCR / ECR

Location

FLOOR, ROV, CP AREA, MONKEY BD., MP ROOM,

: MOONPOOL, SHAKERS, CROWN

Make/Type : AKUSTA

Explosion proof yes/no: AS REQ’D.

H.7.4 HAND-HELD VHF RADIOS

Quantity 12 MIN.

Make/Type Earmark VOX 130

H.8 ENVIRONMENTAL INSTRUMENTATION

H.8.1 TEMPERATURE INDICATORS

Air temperature Yes

Make/Model Kongsberg

Sea water temperature TBA

Make/Model : TBA

Recorder yes/no: Yes

H.8.2 BAROMETRIC PRESSURE yes/no: Yes Make/Model Kongsberg

Recorder Yes

H.8.3 HUMIDITY SENSING INDICATOR Yes Make/Model Kongsberg

Recorder No

H.8.4 WIND SPEED/DIRECTION Yes - QTY. 2 Make/Model Kongsberg

Recorder Yes

H.8.5 WAVE PROFILE RECORDER No

H.9 ADDITIONAL MODULE SPECIFIC INSTRUMENTATION

H.9.1 ROLL, PITCH AND HEAVE INDICATOR

Make/Type Kongsberg

Recorder

H.9.2 GYRO COMPASS

Make/Model ▇. ▇▇▇▇▇ / Navagat X

Located at CCR ELECT. SPACE

H.9.3 ECHO SOUNDER Yes

Make/Model Skipper

Located at Bridge

Recorder No

H.9.4 CURRENT INDICATOR Doppler Current Profiler Make/Model TBA

Located at Lower Hull Penetration

Recorder TBA

H.9.5 WEATHER FACSIMILE RECOI Yes Make/Model : JRC / JAX - 9A

Located at : Radio Room

Recorder yes/no: Yes

H.9.6 RADAR YES Yes

Quantity 1 1

Make/Model Norcontrol / Databridge 2000 BL

Located at Bridge

Bandwidth cm: X-Band

Quantity no.: 1

Make/Model : Norcontrol / Databridge 2000 BL

Located at : Bridge

Bandwidth cm: S-Band

H.10 RADIO EQUIPMENT

H.10.1 SSB TRANSCEIVER

Quantity 1

Make/Model Sailor / RE2100

Power ▇▇▇▇▇: 600

Frequency ranges hz: ▇▇▇ ▇▇▇ - ▇▇ ▇▇▇

(▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇) : Synthesized

Facsimile capable No

Telex capable N/A

H.10.2 E.P.I.R.B’s

Quantity 2

Make/Model : COSPAS / SARSAT / TRON 30S ▇▇ ▇▇

H.10.3 VHF RADIO TELEPHONE

Quantity 5

Make/Model Norcontrol - Sailor / RT 2048 W/ DSC

Power ▇▇▇▇▇: 25 W

Channels

H.10.4 VHF RADIO TRANSCEIVER

Quantity no.: 3

Make/Model : Norcontrol - Sailor / RT 2048

Power ▇▇▇▇▇: 25 W

H.10.5 RADIO BEACON TRANSM

Quantity 1

Make/Model : Southern Avionics / SA 100

Power ▇▇▇▇▇: 100 W

H.10.6 AEORNAUTICAL VHF TRANS

Quantity 1

Make/Model : Jotron

Power ▇▇▇▇▇: 40 W PEP

Frequency range hz: 118 - 137

(Synthesized/crystal) :

H.10.7 WATCH RECEIVER

Quantity 1

Make/Model : Sailor / R501

Frequency khz: 2182

H.10.8 SCRAMBLER

Quantity no.: No

Make/Model :

H.10.9 TELEX

Quantity no.: N/A

Make/Model :

H.10.10 SATELLITE COMM. SYS

Make/Model : NERA / C-10-0 / NERA / H2095 B

Type : Type B / Type C

Facsimile link Yes

Telex link Yes

Telephone link Data Link (9.6 K bits / Message Terminal

Other capabilities :

1. PRODUCTION TEST EQUIPMENT

1.1 BURNERS N/A

1.2 BURNER BOOMS Foundations Only

1.3 LINES ON BURNER BOOMS N/A

1.3.1 OIL LINE

OD inch: 4”

Working pressure psi: 1480 psi

Connection type at burner end : Suitable to connect to well test equipment H2S yes/no: Yes

Pressure gauge connection at barge end inch: Provided by well test company

1.3.2 GAS LINE

OD inch: 3”

Working pressure psi: 1480 psi

Extended beyond burner by ft: Provided by well test company Connection type at burner end type: Suitable to connect to well test equipment

H2S yes/no: Yes

Pressure gauge connection at barge end inch: Provided by well test company

1.3.3 WATER LINE

OD inch: Seawater - 1-1/2”

Working pressure psi: 285 psi

Connection type at burner end type: Suitable to connect to well test equipment

Pressure gauge connection at barge end inch: Provided by well test company

I.3.4 AIR LINE

OD inch: 4”

Working pressure psi: 285 psi

Connection type at burner end type: Suitable to connect to well test equipment

Pressure gauge connection at barge end inch: Provided by well test company

I.3.5 PILOT GASLINE

ID inch: Provided by well test company

Working pressure psi:

Connection type at burner end type:

Pressure gauge connection at rig end inch:

I.4 SPRINKLER SYSTEM

Sufficient to give protection to rig and personnel against

heat radiation damage from the b yes/no: Provided by well test company

1.5 FIXED LINES FOR WELL TESTING

1.5.1 DRILL FLOOR TO SEPARATOR AREA

Type (Screwed/welded, both) Tested and certified flexible flowlines provided by well

: test co. for connecting from rig floor to well test equip.

1.5.2 SEPARATOR AREA TO BOTH BURNER BOOMS

Type (screwed/welded, both.) : Welded

Quantity no.: 2 ea. / one oil / one gas

Size OD inch: 3” Gas / 4” Oil

Working pressure psi: 1480 psi

Connection type at separator type: Suitable for connecting to well test company

Connection type at boom type: As above

Number of valves/lines no.: Provided by well test company

Size of valves inch: Provided by well test company

H2S yes/no: Yes

Valves installed near separator area for switching gas to

either burner. yes/no: Yes

I.53 MUD PUMPS TO 2-BURNER : N/A

I.5.4 RIG AIR SYSTEM TO BOTH BURNER BOOMS

Type (screwed/welded, both) : Welded

Quantity no.: 1 ea. Port and Starboard

Size OD inch: 4”

Working pressure psi:

Non-return valves fitted yes/no: Yes

I.5.5 OIL STORAGE TANK TO OVERBOARD

Type (screwed/welded, both) : Provided by well test company Quantity no.:

Size ID inch:

Working pressure psi:

Height above water level ft:

Connection type at separator area type:

I.5.6 SEPARATOR TO VENTSTACK OF RIG

Type (screwed/welded, both) : No vent from separator. Relief to flair Quantity no.:

Size ID inch:

Working pressure psi:

Connection type at separator area type:

I.6 AUXILIARY POWER AVAILABILITY

I.6.1 FOR FIELD LABORATORY

Quantity kw 2 - 480 volt boxes

Volts v:

Frequency hz:

I.6.2 FOR CRUDE TRANSFER PUMP

Quantity kw: Yes, as above

volts v:

Frequency hz:

I.6.3 FOR ELECTRIC HEATERS

Quantity kw: Yes, as above

Volts v:

Frequency hz:

J. WORKOVER TOOLS Company Supplied

K. ACCOMMODATION

K.1 OFFICES

K.1.1 CO. REP.’S OFFICE

Quantity 3

Complete with desk, filing cabinet(s) and other

necessary furniture YES

Unrestricted view to drill floor NO(CCTV MONITOR)

K.1.2 CONT. REP.’S OFFICE

Quantity 3

Unrestricted view to drill floor NO(CCTV MONITOR)

K.1.3 RADIO ROOM YES

Quantity 1

K.1.4 HOSPITAL ROOM

Number of beds/bunks 2 Beds

Wash basin YES

Medical cabinet YES

Dangerous drugs locker YES

K.1.5 MUD LABORATORY AND FACILITIES

Separate room yes/no: YES

Equippped with:

Mud balance yes/no: YES

▇▇▇▇▇ funnel yes/no: YES

Filtration kit yes/no: YES

Sand content kit yes/no: YES

Stopwatch yes/no: YES

K.2 LIVING QUARTERS

K.2.1 TOTAL PERSONS ACCOMODATED

Quantity 130

K.2.2 ACCOMODATION FOR COMPANY’S PERSONNEL

Total quantity 60

Quantity of single bed rooms 2

C/W attached toilet YES

Quantity of two bed rooms 30

C/W attached toilet YES

Quantity of four bed rooms 0

C/W attached toilet N/A

K.2.3 ACCOMODATION FOR CONTRACTOR’S PERSONNEL

Total quantity 70

Quantity of single bed rooms 7

C/W attached toilet YES

Quantity of two bed rooms 30

C/W attached toilet YES

Quantity of four bed rooms O

C/W attached toilet N/A

K.2.4 GALLEY

Quantity 1

K.2.5 MESS SEATING CAPACITY

Main mess 60

Aux. mess N/A

K.2.6 MEETING ROOMS

Quantity 1

K.2.7 RECREATION ROOMS

Quantity Recreation facilities:		2 YES
TV		YES
VCR		YES
Pool Table		NO
Ping Pong Table		YES
Computer		NO
Other	57	DARTS/CARDS/READING

K.2.8 OTHER ROOMS

Laundry 1 + 2 In change room for dirty clothes

Dry food store 1

Refrigerator 3

Change Rooms 4

Prayer Room NO

Cinema NO

Workout/Weight Room YES

L. SAFETY EQUIPMENT

L.1 GENERAL SAFETY EQUIPMENT

L.1.1 GENERAL PERSONNEL PROTECTIVE GEAR

Safety bats (contractor only/everyone/not supplied : CONTACTOR ONLY Safety boots (contractor only/everyone/not supplied : CONTACTOR ONLY Safety clothing (contractor only/everyone/not supplied : CONTACTOR ONLY Ear protection (contractor only/everyone/not supplied : EVERYONE

Rubber gloves (contractor only/everyone/not supplied : CONTACTOR ONLY Rubber aprons (contractor only/everyone/not supplied : CONTACTOR ONLY Fullface visors (contractor only/everyone/not supplied : CONTACTOR ONLY Eye ▇▇▇▇▇▇▇ (for grinding machines, etc.)

(Contractor only/everyone/not supplied : CONTRACTOR ONLY Dust masks (contractor only/everyone/not supplied : CONTACTOR ONLY Rubber gloves - elbow length for chemical handling

(Contractor only/everyone/not supplied : CONTACTOR ONLY Explosion proof handtorches c/w batteries

(Contractor only/everyone/not supplied : CONTACTOR ONLY

Safety belts c/w lines (contractor only/everyone/not supplied

: CONTRACTOR ONLY

L.1.2 EYE WASH STATIONS

Quantity no.: 3

Make/model : TBA

Located at pot water MUD PROCESS ROOM

Located at piping DRILL FLOOR

Located at : MUD MIXING ROOM

L.1.3 ▇▇▇▇▇▇▇ SAFETY EQUIPMENT

▇▇▇▇▇▇▇ escape chute (rem chute) no.: N/A Make/Type :

▇▇▇▇▇▇▇ safety belts no.: 2 W/ INERTIA REEL Make/Type : TBA

L.1.4 ▇▇▇▇▇▇▇ CLIMBING ASSISTANT

Make/Type

L.1.5 FRESH AIR BLOWERS (Bug Blowers)

Quantity : 3

Make/Type :

Located at : Rig Floor

Located at :

L.2 GAS/FIRE/SMOKE DETECTION

L.2.1 H2S MONITORING SYSTEM

Make/Type	:	TBA
Sampling points at:
Bellnipple	yes/no:	YES
Drillfloor	yes/no:	YES
Shale shaker	yes/no:	YES
Mud tanks	yes/no:	YES
Ventilation system into living quarters	yes/no:	YES
Other	:	YES
General alarm	yes/no:
Alarm types (audible, visual, both) at:
Driller’s console	:	BOTH
Engine room	:	BOTH
Mud room	:	BOTH
Living quarters each level	:	AUDIBLE
Central area each structural level	:	BOTH
Other	:	BOTH
Central alarm panel	yes/no:	YES
Located at	:	CCR

L.2.2 COMBUSTIBLE GAS MONITORING SYSTEM

Make/Type : Simrad Integrated Alarm and Control System Sampling points at: yes/no:

Bellnipple yes/no: YES

Drill floor yes/no: YES

Shale Shaker yes/no: YES

Mud tanks yes/no: YES

Ventilation system into living quarters yes/no: YES Other : YES

General alarm yes/no:

Alarm types (audible, visual, both) at:

Driller’s console : BOTH

Other : BOTH

YES

L.2.3 H2S DETECTORS (Portable)

Quantity no.: TBA

Make/Type :

Phials for H2S: measuring range

from 1 to 20 ppm no.:

from 100 to 600 ppm no.:

L.2.4 CO2 GAS DETECTORS (Portable)

Quantity no.: TBA

Make/Type :

Phials for CO2: measuring range

from 1 to 20 ppm no.:

from 20 to 200 ppm no.:

om 250-3000 ppm no:

L.2.5 EXPLOSIMETERS

Quantity no.: TBA

Make/Type :

L.2.6 FIRE/SMOKE DETECTORS IN ACCOMODATION

Make/type : THERMAL

Fire detection yes/no: YES

Smoke detection yes/no: YES

Central alarm panel yes/no: YES

Location : CCR

L.3 FIRE FIGHTING EQUIPMENT

L.3.1 FIRE PUMPS

Quantity no.: 2

Make/Model : ▇▇▇▇▇▇▇▇▇

Type : CENTRIFUGAL

Output US gals/min: 550

All offtake points supplied by each pump yes/no: YES

Location of pumps : AUX. MACHINE ROOM PORT

Location of pumps : AUX. MACHINE ROOM FWD. Fire fighting water delivery conforms to yes/no: YES

MODU spec version :

L 3.2 HYDRANTS AND HOSES

Hydrants positioned such that any point may be reached

by a single hose length from two separate hydrants yes/no: YES Quantity of hydrants no.: 48

Hose connections/hydrant no.: 46 X 1

Hose max. diam. inch: 2.5” OD

Length ft: 50’

L.3.3 PORTABLE FIRE EXTINGUISHERS

Quantity (total) no.: 70

Type 1- CO2 no./lbs: 2 @ 4

no./lbs: 37 @ 15

no./lbs: 2 @ 150

Type 2 - Dry chemical no./lbs: 17 @ 5

no./lbs: 9 @ 10

no./lbs: 3 @ 50

Type 3 - Foam no./lbs: 0

no./lbs: 0

no./lbs: 0 Mounted adjacent to access ways and escape routes yes/no: yes

L.3.4 FIRE BLANKETS

Location : RIG FLOOR, GALLEY, HELICOPTER BOX

Quantity no.: 3

L.3.5 FIXED FOAM SYSTEM

Automatically injected into fixed fire water system at

central point with remote manual control yes/no: YES Make/Type : ▇▇▇▇▇▇▇▇▇

Quantity foam stored on site GALLONS 700 GPM

Inductor tube yes/no: YES

Foam nozzles no.: 4

Located at : HELIPORT -3 TURRET MOUNTED

Located at : HELIPORT -1 HOSE REELS

Located at :

L.3.6 HELIDECK FOAM SYSTEM

Dedicated system adequate for at least 10 minutes fire

fighting at the rate quoted in the IMO MODU code yes/no: YES IMO MODU code version : TBA

Make/Type : DOOLY

Quantity of monitors no.: 3

Foam type : TBA

Rate US gals/min: 350 gal. min. each

L.3.7 FIXED FIRE EXTINGUISHING SYSTEM

Protected spaces

Engine room, type (Halon/CO2) CO2

Paint locker, type (Halon/CO2) CO2

Emergency generator, type (Halon/CO2) CO2

SCR room, type (Halon/CO2) CO2

Other (specify location & type) CO2 IN MUD PUMP ROOM

Alarms (audible, visual or both) :

Automatic shutting of mechanical ventilation in

protected spaces yes/no: YES

Remote manual release located at :

L.3.8 MANUAL WATER DELUGE SYSTEM yes/no: YES

Protected spaces : DRILL FLOOR, LIFEBOATS

Protected spaces : LIFERAFTS, MOONPOOL

Water supplied from fire main line yes/no: YES MAIN SALT WATER RING

L.3.9 WATER SPRINKLER SYSTEM IN ACCOMODATION

Automatic yes/no: YES

Working pressure psi: 130

Pressurized tank capacity ft3: 53.47

L.4 BREATHING APPARATUS : TBA

L.5 EMERGENCY FIRST AID EQUIPMENT

L.5.1 FIRST AID KITS

Quantity no.: TBA

L.5.2 BURN KITS

Quantity no.: TBA

L.5.3 RESUSCITATORS

Quantity no.: TBA

Charged (spare) oxygen cylinders no.:

L.5.4 STRETCHERS

Quantity no.: TBA

Type :

Located at :

L.6 HELIDECK RESCUE EQUIPMENT

L.6.1 STORAGE BOXES

Quantity no.: TBA

Construction material : FIBERGLASS

Max height open inch: TBA

L.6.2 EQUIPMENT

Aircraft axe yes/no: YES

Large firemans rescue axe yes/no: YES

Crowbar yes/no: YES

Heavy duty hacksaw yes/no: YES

Spare blades yes/no: YES

Grapnel hook yes/no: NO

Length of wire rope attached ft:

Quick release knife yes/no: YES

Bolt croppers yes/no: YES

L.7 RIG SAFETY STORE

Equipment to repair, recharge and restock R&BF will carry all spares necessary to ensure an efficient and safe operation.

L.8 EMERGENCY WARNING ALARMS

Approved system to give warning of different

emergencies yes/no: YES

L.9 SURVIVAL EQUIPMENT

L.9.1 LIFEBOATS

Make/Type	:	TBA
Quantity	no.:	2
Capacity	person/craft:	65
Locations (fore, apt, port, stbd)	:	2 FORE
Fire protection	yes/no:	YES
Radios	yes/no:	YES
Flares	yes/no:	YES
Food	yes/no:	YES
First aid kits	yes/no:	YES
Maker/Type	:	TBA
Quantity	no.:	2
Capacity	person/craft:	65
Locations (fore, apt, port, stbd)	:	AFT
Fire protection	yes/no:	YES
Radios	yes/no:	YES
Flares	yes/no:	YES

Food yes/no: YES

First aid kits yes/no: YES

L.9.2 LIFERAFTS

Make/Type Quantity	: no.:	TBA 3
Capacity	person/craft:	30
Davit launched	yes/no:	YES & FLOAT FREE
Locations (fore, apt, port, stbd)	:	FORE
Fire protection	yes/no:
Radios	yes/no:	TBA
Flares	yes/no:	YES
Food	yes/no:	YES
First aid kits	yes/no:	YES
Make/Type	:	TBA
Quantity	no.:	2
Capacity	person/craft:	30
Davit launched	yes/no:	YES
Locations (fore, apt, port, stbd)	:	AFT
Fire protection	yes/no:
Radios	yes/no:	TBA
Flares	yes/no:	YES
Food	yes/no:	YES
First aid kits	yes/no:	YES

L.9.3 RESCUE BOAT

Make/Type : Port Fwd lifeboat is designated as a rescue boat Engine power hp:

L.9.4 LIFE JACKETS

Make/Type TBA

Quantity no.: 163

L.9.5 LIFE BUOYS

Make/Type : TBA

Quantity no.: 10

L.9.6 WORK VESTS

Make/Type : TBA

Quantity no: 25

L.9.7 ESCAPE LADDERS/NETS

Make/Type : PERMANENT LADDERS

Quantity no.: 4, 1 PER CORNER COL.

L.9.8 DISTRESS SIGNALS

Type : TBA

Quantity no.: 1 SET

M. POLLUTION PREVENTION EQUIPMENT

M.1 SEWAGE TREATMENT

Make/Model : HAMMWORTHY (USCG APPROVED)

System type : BIOLOGICAL

Conforms to (Marpol annex IV, etc.) : YES

M.2 GARBAGE COMPACTION

Make/Model : To be provided

System type :

Conforms to (Marpol annex IV, etc.) :

Make/Model :

System type :

Conforms to (Marpol annex IV, etc.) :

M.3 GARBAGE DISPOSAL/GRINDER

Make/Model : To be provided

System type :

Conforms to (Marpol annex IV, etc.) :

N.1 THIRD PARTY EQUIPMENT

Mud Loggers (available sq feet)		555 sq. ft.
MWD / LWD (available sq feet)		555 sq. ft.
Cement Unit (available sq. feet)		1,087 sq. ft.
ROV (available sq. feet)		1184 sq. ft.
Electric Log (available sq. feet)	64	895 sq. ft.

EXHIBIT B-3

MATERIAL, SUPPLIES AND SERVICES

Categories: I. Furnished by CONTRACTOR, paid by CONTRACTOR.

II. Furnished by COMPANY, paid by COMPANY.

III. Furnished by CONTRACTOR, paid by COMPANY.

Category I

Furnished by CONTRACTOR, paid by CONTRACTOR

1.1 Fuel storage.

1.2 Lube oils and greases.

1.3 Tool joint lubricant for CONTRACTOR’S drill string.

1.4 Replacement screens on shale shaker for screen sizes 84 mesh and coarser.

1.5 Replacement screens for mud cleaner(s) for screen sizes 150 mesh and coarser.

1.6 Initial set of rig hoses for receiving or discharge of liquid and bulk consumables from workboats.

1.7 Initial installation and utility provision for AC drive cementing unit and cement mixing pumps in shipyard. (rental only - as provided in Rental Agreement).

1.8 Initial installation for ROV unit and installation of ROV cursor system. Provision of utilities for electric motor generator for ROV main power.

1.9 Welding services with welder in CONTRACTOR’S crew (overtime not included).

1.10 Except as otherwise provided in Exhibit “B-2” herein rig and equipment maintenance, running supplies, spares and replacement parts, and services for continuous operation of CONTRACTOR’S equipment.

1.11 Towing bridle and replacement of same from Drilling Unit to towing vessel(s) during all rig moves.

1.12 Supply vessel mooring system at Drilling Unit.

1.13 Labor on the Drilling Unit to load and unload all CONTRACTOR’S and COMPANY’S equipment, materials and supplies between supply vessels and Drilling Unit.

1.14 CONTRACTOR’S Shore Base.

1.15 Medical doctor on notice in the Operating Area for emergency treatment of CONTRACTOR’S personnel injured aboard the Drilling Unit.

1.16 Meals, bunk and accommodations, including medical services, on board Drilling Unit for all CONTRACTOR’S personnel and an average of ten (10) COMPANY and COMPANY third party personnel per day.

1.17 Personnel for Drilling Unit and shore base as set out in Exhibit “F”.

1.18 Disposal of all liquids and other waste generated by CONTRACTOR including drum disposal.

1.19 Complement of personal protective equipment required to handle completion brines and synthetic base mud for those crew members with potential exposure.

1.20 Blowout preventers, choke and kill lines, ring gaskets, controls, handling, testing tools and spare parts as required set out in Exhibit “B-2”.

1.21 Wellhead connector and spare parts as required in Exhibit “B-2” to adapt CONTRACTOR’S BOP stack to COMPANY’S wellhead.

1.22 All other well control equipment components and replacement parts, including failsafe valves, riser, choke and kill lines and choke manifold. All replacement parts shall be Original Manufacturer’s Equipment.

1.23 Initial set of ram packer elements, annular elements, top seals, related equipment as required in Exhibit “B-2” CONTRACTOR’S BOP EQUIPMENT. All elements, packers, seals and related rubber goods shall be Original Manufacturer’s Equipment and oil mud compatible.

1.24 Manifolding and piping as required to flare burners for oil, gas, water and air.

1.25 CONTRACTOR shall conduct a drillpipe inspection on all drillpipe, drill collars, subs, rotary and handling tools prior to spudding the first well under this CONTRACT. A specified inspection including all optional inspections as specified by API- RP7G, such as; Transverse Defect inspection using induction coils and a magnetic particle inspection of tube ends, couplings, and verification of defects found by gamma ▇▇▇ ▇▇▇▇ thickness inspection. Drillpipe must satisfy criteria as new or premium drillpipe to be used on COMPANY’S ▇▇▇▇▇.

1.26 CONTRACTOR shall conduct an inspection on all drillpipe after every 100,000’ drilled or 1500 rotating hours (whichever is less). Inspection type will satisfy criteria spelled out in API-IADC specified inspection for used drillpipe. Inspection will include all operational inspections in same API criteria along with magnetic particle for tube ends and couplings. Drillpipe must satisfy criteria as new or premium drillpipe to be used on COMPANY’S ▇▇▇▇▇.

1.27 CONTRACTOR shall conduct an inspection on topdrive valves and subs, all drill collars, subs and related bottom hole assembly components every 250 rotating hours. All bottom hole assembly components shall meet a bending strength ratio of 2.25 to 3.00.

1.28 Living Quarters to accommodate 130 personnel minimum. Must have separate facilities for up to 10 women.

1.29 Three COMPANY designated offices. One for COMPANY’S drilling supervisors, one for COMPANY’S third partys and one for COMPANY’S geologists. All offices complete with intercom system, television, VCR’s, surge suppression for up to 4 computers, 2 desks and file cabinets.

1.30 All equipment shall comply with MMS regulations.

1.31 Spare parts inventory for surface and subsurface BOP equipment as per CONTRACTOR BOP EQUIPMENT LIST, Exhibit B-2. Spare parts inventory list to be provided to and agreed by COMPANY.

1.32 Supply labor required to test, service, and maintain, all surface, and subsurface BOP and well control equipment and tools including COMPANY’S wellhead running tools.

1.33 Mud pump liners and pistons for two (2) sizes as specified by COMPANY.

1.34 Fishing tools to include overshots, grapples, and crossover subs required to catch all contractor supplied drill string and bottom hole assembly components

listed in Exhibit “B-2”.

1.35 Diver services and equipment as required by CONTRACTOR.

1.36 Mud bucket for each size of CONTRACTOR supplied drill pipe.

1.37 Outside pipe wipers for each size of CONTRACTOR supplied drill pipe.

1.38 Pressure washer for rig floor and maintaining same.

1.39 Mud vacuum system for rig floor clean up and maintenance.

1.40 Space and utilities for the following COMPANY’S third party equipment: electric wireline logging unit, MWD/LWD logging unit, mud logging unit and two (2) centrifuges.

1.41 Space or accommodation for COMPANY’S warehouse.

Category II

Furnished by COMPANY, paid by COMPANY

2.1 Thread compound for COMPANY’S connectors and casing.

2.2 Potable and fresh water for drilling, cementing and wash down of CONTRACTOR’S equipment and for personnel use but with respect to the latter only in excess of the capacity of the distillation unit.

2.3 Diesel fuel.

2.4 Drill sites, location surveys, marker buoys.

2.5 All permits and licenses required for the drilling site and to permit access thereto and egress therefrom.

2.6 Weather forecast service.

2.7 Stabilizers, including sleeves and spare parts and maintenance.

2.8 Core heads, core catchers and coring service charges.

2.9 Drilling bits, bit breakers (not supplied per Exhibit B-2), underreamers, hole openers, shock subs, wall scrapers, and other down hole tools, plus maintenance and repairs.

2.10 Water based mud, chemicals and additives.

2.11 Synthetic oil base mud, oil emulsion and other special drilling and completion fluids for completing ▇▇▇▇▇.

2.12 Mud engineering services, and other mud supervision.

2.13 Mud centrifuge.

2.14 Pumping and blowing of bulk materials from work boats to Drilling Unit and between workboats and dock storage facilities.

2.15 All completion and production equipment, including hangers, packers, liners, floats, centralizers, scratchers, casing shoes, float collars, wellheads, spacer spools, Christmas trees including ring gaskets, valves, well connections and all necessary tools and equipment for installation.

2.16 Wellhead running retrieving, handling and testing tools.

2.17 Cementing unit and cement mixing pumps.

2.18 Cement and cement services, including special rental charge.

2.19 Electric logging unit, services and related tools.

2.20 Gun perforating and related services.

2.21 Mud logging unit and related services.

2.22 Whipstocks, directional drilling tools and services.

2.23 All surface and down hole survey equipment and services, except for drift indicators and slick line unit as described in Exhibit “B-2”.

2.24 Drill stem, formation testing tools and services.

2.25 Test tanks and accessories for production testing.

2.26 Well test burner equipment, burners, separators, flow meters, any other well testing equipment, including installation costs and well testing services.

2.27 All permanent or special installations and services, including services for controlling blowouts and fires.

2.28 Diver, ROV services and equipment as required by COMPANY.

2.29 Additional welding services required by COMPANY.

2.30 Spare parts and operating supplies for COMPANY’S tools and equipment.

2.31 All transportation required for CONTRACTOR’S and COMPANY’S equipment, supplies, drilling and potable water and personnel between shore and Drilling Unit.

2.32 Transportation from base of operations to Drilling Unit by sea, air and/or helicopter.

2.33 Anchor handling vessels and crews to deploy and recover mooring system at COMPANY’S drilling location.

2.34 Dock and dockside facilities, including cranes and trucks, labor equipment for loading and unloading CONTRACTOR’S and COMPANY’S equipment, materials and supplies at COMPANY’S shore base, port charges, pilot fees, canal fees, wharfage, agent fees and related costs for movement of equipment and material at COMPANY’S shore base and dock facilities.

2.35 Any radio equipment required by COMPANY in excess of those described in Exhibit “B-2”, and maintenance of such radio equipment.

2.36 All radio permits and licenses for COMPANY’S radios.

2.37 Disposal of all liquid and other waste generated by COMPANY including drum disposal.

2.38 Disposal of cuttings, mud materials from the well, if required.

2.39 Wellhead, wellhead gasket, wear bushing and bore protectors. All other gaskets and bore protectors for CONTRACTOR’S account.

2.40 Casing and or tubing tools and crews not listed in Exhibit “B-2”.

2.41 All casing, tubing and accessories.

2.42 Casing cutting tools.

2.43 Drill pipe, drill collars and accessories other than that furnished by CONTRACTOR listed in Exhibit “B-2”.

Category III

Furnished by CONTRACTOR, paid by COMPANY

3.1 Special safety equipment required other than as described in Exhibit “D”.

3.2 Replacement screens on shale shakers for screen sizes finer than 84 mesh.

3.3 Replacement screens on mud cleaners for screen sizes finer than 150 mesh.

3.4 Welding consumables for welding COMPANY furnished equipment.

3.5 Additional off tour labor authorized by COMPANY for mixing cement, moving mud materials, COMPANY’S tubulars, etc.

3.6 Overtime beyond normal work schedule and extra CONTRACTOR personnel requested by COMPANY.

3.7 Replacement of CONTRACTOR supplied supply vessel mooring system ropes.

3.8 Replacement set of ram packer elements, top seals and annular elements. All elements, packers, seals and related rubber goods shall be Original Equipment Manufacturer equipment and oil mud compatible.

3.9 Replacement of CONTRACTOR supplied hoses for receiving and discharge of liquid and bulk consumables from workboats.

3.10 Meals and accommodations on board the Drilling Unit for COMPANY and COMPANY’S third party personnel in excess of an average of ten (10) per day calculated over a period of one (1) calendar month will be billed at CONTRACTOR’S actual cost.

EXHIBIT C INSURANCE REQUIREMENTS

1. The insurance required to be carried by CONTRACTOR under this Contract is as follows:

a. Workers’ Compensation as may be required by the laws of the jurisdictions which the work is performed, including occupational disease. If the performance of the CONTRACT requires the use of watercraft or is performed over water, CONTRACTOR shall provide coverage for liability under the U.S. Longshoreman’s and Harbor Workers Compensation Act, the Outer Continental Shelf Lands Act, and liability for admiralty benefits and damages under the ▇▇▇▇▇ Act, Death on the High Seas Act, and general maritime laws on all employees except members of crews of vessels if crew liabilities are covered under Protection and Indemnity Insurance, and shall further provide that a claim “in rem”, or against the Drilling Unit, shall be treated as a claim against the employer.

b. Employer’s Liability Insurance with limits not less than $10,000,000 per occurrence covering injury or death to any employee.

c. Comprehensive General Liability Insurance, including contractual liability insuring the indemnity agreement as set forth in the Contract and products-completed operations coverage with a combined single limit of not less than $10,000,000 covering bodily injury, sickness, death and property damage. This insurance shall provide that a claim “in rem” or against the Drilling Unit be treated as a claim against the insured.

d. Comprehensive Automobile Liability Insurance including contractual liability, insuring owned, non-owned, hired, and all vehicles used by CONTRACTOR with a combined single limit of not less than $10,000,000 applicable to bodily injury, sickness, or death and loss of or damage to property in any one occurrence.

e. Watercraft Insurance: If the performance of this CONTRACT requires the use of watercraft to be provided by CONTRACTOR, CONTRACTOR shall carry or require the owners of the watercraft to carry: (1) Hull and Machinery (including Collision Liability) insurance, subject to the American Institute Hull Clauses or equivalent, in an amount not less than the stated value of the watercraft (any language in this policy which limits the coverage of an insured who is not an owner or who is not entitled to limitation of liability shall not apply to the extent the owner has assumed liability for the loss);

(2) Protection and Indemnity Insurance, in an amount not less than the stated value of the watercraft or $5,000,000, whichever is greater (any language in this policy which limits the coverage of an insured who is not an owner or who is not entitled to limitation of liability shall not apply to the extent the owner has assumed liability for the loss); and (3) in respect to all chartered vessels, Marine Operator’s Charterer’s Legal Liability insurance with limits of not less that $5,000,000.

f. Aircraft Insurance: If the performance of this Contract requires the use of aircraft provided by CONTRACTOR, CONTRACTOR shall carry, or require the owners of the aircraft to carry: (1) All Risks Hull insurance in an amount equal to the replacement value of the aircraft, and (2) Bodily Injury Liability, including Passenger Liability of not less than $2,000,000 per passenger seat in any one occurrence and $25,000,000 property damage in any one occurrence.

g. All Risks Hull and Machinery/Physical Damage Insurance, includingCollision Liability, blowout and cratering coverage, in an amount equal to full value of the CONTRACTOR’S Drilling Unit and other equipment employed, including CONTRACTOR’S associated equipment and non-floating items normally situated in the ocean, such as blowout preventers, riser systems, anchors, anchor chains, and/or cable, pendant wires and pendant buoys. This coverage shall include at least

$5,000,000 for costs or expenses of the removal of the wreck or debris of the Drilling Unit.

h. Protection and Indemnity Insurance on the Drilling Unit owned and/or operated by the CONTRACTOR in an amount of not less than the full value of the Drilling Unit or Five Million Dollars ($5,000,000), whichever is greater. This coverage may exclude liability to CONTRACTOR’S employees and members of the crew of the insured drilling unit provided the insurance set forth in Sections “a and b” hereof is warranted to remain in full force and effect during the term of this Contract. (Any language in this policy which limits the coverage of an insured who is not an owner or who is not entitled to limitations of liability shall not apply to the extent the owner has assumed liability for the loss.)

i. Pollution Liability Insurance on the vessel, in accordance with the terms of entry provided by the CONTRACTOR’S P&I Club (as required by the Oil Pollution Act of 1990 OPA 90).

2. All the insurance shall be carried by CONTRACTOR at CONTRACTOR’S expense with an insurance company or companies authorized to do business in the jurisdictions where the work is to be performed and satisfactory to Vastar. CONTRACTOR shall furnish certificates of insurance to Vastar evidencing the insurance required hereunder and, upon request, Vastar may examine true copies of the actual policies. Each certificate shall provide that the insurance is in full force and effect and that it shall not be canceled or materially changed without thirty (30) days (seven (7) days with respect to war risks, prior written notice to Vastar. All certificates must contain reference to endorsements (i.e., Additional Insured, Waiver of Subrogation, etc.) as required herein.

3. Vastar, its subsidiaries and affiliated companies, co-owners, and joint venturers, if any, and their employees, officers, and agents shall be named as additional insureds in each of CONTRACTOR’S policies, except Workers’ Compensation for liabilities assumed by CONTRACTOR under the terms of this Contract.

4. All CONTRACTOR’S insurance policies shall be endorsed to provide that underwriters and insurance companies of CONTRACTOR shall not have any right of subrogation against Vastar, its subsidiaries, co-owners and joint venturers, if any, and their agents, employees, officers, invitees, servants, contractors, subcontractors, insurers, and underwriters.

5. Any coverage provided to Vastar by the CONTRACTOR’S insurance under this CONTRACT is primary insurance and shall not be considered contributory insurance with any insurance policies of Vastar, its subsidiaries, co-owners and joint venturers, if any..

6. All policies shall be endorsed to provide that there will be no recourse against Vastar for payment of premium.

7. CONTRACTOR shall require all its subcontractors to carry adequate insurance coverage during the term they are engaged in performing any work hereunder. Subcontractors shall furnish Vastar acceptable evidence of insurance upon its request.

8. Except where specifically provided for in this Contract any and all deductibles in the required insurance policies shall be assumed by, for the account of, and at CONTRACTOR’S sole risk.

9. In the event the premium for war, expropriation, nationalization and non re-exportation risks insurance for the CONTRACTOR’S Drilling Unit increases as a result of the importation of the Drilling Unit into a specific Area of Operations, CONTRACTOR shall notify Vastar of the increase in premium prior to payment by CONTRACTOR, and Vastar, at its sole option shall, within 48 hours of being given such notice either agree to reimburse CONTRACTOR for the documented increase in premium or allow the Drilling Unit to depart the Area of Operations for safe harbor once the well in progress is made safe.

EXHIBIT D

SAFETY, HEALTH, AND ENVIRONMENT MANAGEMENT SYSTEM

CONTRACTOR agrees in addition to CONTRACTOR’S Safety, Health and Environment program and COMPANY’S Safety, Health and Environment Manual (“SHE Manual”). to develop a “RIG SITE SAFETY MANAGEMENT SYSTEM”. The system shall contain provisions for self-monitoring and accountability.

The Rig Site Safety Management System shall, at a minimum, address the following items:

1. Safety and job planning meetings.

2. Training drills to verify viability of all response plans and to develop personnel.

3. A “Work Permit System” to include the following:

a. Hotwork outside safe welding areas,

b. Confined Space Entry,

c. Working on High Pressure Lines,

d. Pumping of Hazardous Materials,

e. Maintenance of Life Boats,

f. Bypassing or repairs to “Critical Safety Systems,”

g. Handling of radioactive sources and explosives,

h. Any work involving Dynamic Positioning system equipment,

i. Work on or near remote start equipment, and

▇. ▇▇▇▇▇ offload or backload lifts from workboat greater than 15 tons.

CONTRACTOR shall ensure that:

1. All chemicals received and shipped from the Drilling Unit are properly labeled, container undamaged, and a MSDS sheet accompanies product shipment. CONTRACTOR shall be responsible for the proper disposition of CONTRACTOR’S generated waste such as, but not limited to; lube oils, motor oils, antifreeze, batteries, tires, rubber products, junk iron, drill line, etc.

2. An inventory of all hazardous materials and chemicals is maintained on the Drilling Unit.

3. All radioactive sources and explosives shall be stored in appropriate and approved magazines.

4. All source containers are to be locked and stored in a safe area away from normal operations, living quarters and passage ways.

5. All personal protective equipment is identified and required to be used with each work activity.

6. CONTRACTOR will provide a Readiness Checklist for the following critical operations including, but not limited to, such as; Drill floor pre-tour, DP pre-tour, hydrocarbon transfer, lifesaving equipment, monthly Drilling Unit inspection, radioactive and explosives usage.

7. CONTRACTOR shall have in place a Safety Observation Program.

8. CONTRACTOR shall perform; pre-tour safety and weekly safety meetings, fire, abandon, man overboard and helicopter crash drills. Scenario drill records are to filed on location and be available for review by COMPANY’S personnel and regulatory bodies.

9. CONTRACTOR shall provide a designated firefighting team and equipment complete with back-up firefighting team.

10. CONTRACTOR and COMPANY will work together to incorporate an individual safety incentive program to be combined with safety and rig personnel performance and mutually agreed upon at a later date.

11. CONTRACTOR shall have an active Alcohol and Drug Screening Program. CONTRACTOR agrees to conduct periodic searches and testing for such substances. CONTRACTOR’S personnel who are considered to be safety sensitive personnel under the Department of Transportation regulations shall be subject to and in compliance with the U.S. Coast Guard regulations with respect to drug and alcohol testing as set forth in 46 CFR Parts 4 and 16, and 49 CFR Part 40.

12. CONTRACTOR shall ensure that all its employees receive Hazardous Materials training and how to use OSHA Form 20, known as Materials Safety Data Sheets, which permits employee reporting on toxic substances.

13. CONTRACTOR shall maintain current records of training and certification of personnel for the following: Hazcom, Well Control, Ballast Control, Crane Operations, Hotwork Firewatch Training, Welding, and Electrical. CONTRACTOR is required to maintain a Training Matrix Schedule for each position.

14. CONTRACTOR shall insure that Drilling Unit housekeeping, cleanliness and personal hygiene meets requirements of COMPANY’S SHE manual.

15. CONTRACTOR shall have on location at all times at least two (2) personnel trained in oil spill containment and hazardous materials handling and clean up.

16. CONTRACTOR shall immediately report to COMPANY’S representative, regardless of quantity, all environmentally sensitive spills such as, but not limited to, hydrocarbons or toxic materials.

17. CONTRACTOR to have an updated Spill Contingency Plan on site at all times.

18. CONTRACTOR shall immediately report to COMPANY’S representative and maintain records of the following: all incidents including but not limited to near misses, first aids, recordable accidents, lost time injuries, illnesses, spills, pollution, incidents involving hazardous and explosive materials, property and equipment damage.

19. CONTRACTOR shall maintain a daily Personnel on Board list to include personnel name, company and position.

20. During hurricane season, CONTRACTOR shall keep an updated Hurricane Evacuation Procedure complete with operational times to: secure the well, recover the riser/BOP’s, secure the rig and offload all non essential or all personnel if required.

CONTRACTOR SAFETY REPORTING:

CONTRACTOR shall provide to the COMPANY’S Safety, Health and Environmental Representative a completed accident investigation report within twenty-four hours of each occurrence designated in Exhibit D-18 above. CONTRACTOR shall submit additional information each month concerning safety performance of CONTRACTOR’S employees in connection with the work performed hereunder. The following is a breakdown of the information that shall be submitted on or before the tenth day of each month for the previous month’s safety performance.

1. Total man hours worked (month / YTD)

2. Total lost time accidents (month / YTD)

3. Total lost time days (month / YTD)

4. Total recordable accidents (month / YTD)

5. Total first aid cases (month / YTD)

6. Total cost equipment / property damage (month / YTD)

7. Any safety or health inspections, warnings, notices or asserted violations issued by any governmental agencies This information should be mailed or telecopied to:

SHE Representative Vastar Resources, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Telephone: 281/▇▇▇-▇▇▇▇ ▇▇▇: 281/▇▇▇-▇▇▇▇

SAFETY MANUAL RECEIPT ACKNOWLEDGMENT

Attached to the Drilling Contract between Vastar Resources, Inc.. and R&B Falcon Drilling Co. dated as of December 9, 1998.

▇▇▇ Tafery a duly authorized representative of Contractor and on behalf of Contractor hereby acknowledges receipt of the “Safety and Health Manual” of Vastar Resources, Inc. Contractor agrees that they have or agree to become familiar with said Safety and Health Manual and shall, to the extent not inconsistent with Contractor’s manual, policy and procedures, comply and cause Contractor’s employees, agents and others under Contractor’s control entering upon Vastar Resources’ premises in the performance of work or services or in connection therewith to comply with the applicable standards contained in the Safety and Health Manual of Vastar Resources, Inc. Vastar is not required by Contractor to police Contractor’s compliance with any safety, health, and environmental rules, laws, regulations or orders and Contractor’s agreement to comply therewith shall not impose any obligation on the part of Vastar under such rules, laws regulations or orders.

Contractor: R&B Falcon Drilling Co.

Name: ▇▇▇ Tafery Title: Vice President Signature: /s/ ▇▇▇ Tafery Date: December 9, 1998

EXHIBIT E TERMINATION PAYMENT SCHEDULE

Termination Pursuant to Article 27

Should COMPANY terminate the CONTRACT pursuant to Article 27.1, COMPANY shall pay CONTRACTOR a Lump Sum Payment as liquidated damages and not as a penalty, within ninety (90) days of termination calculated as follows:

Lump Sum equals Operating Rate less eighty (80)% of the documented operating costs times the number of days remaining under the Contract Term discounted to present value using the annual prime rate of interest as posted by CitiBank N.A. on the first day of the month in which Company terminates the Contract.

During the remaining Contract Period, CONTRACTOR shall make a good faith effort to market the Drilling Unit. Should CONTRACTOR be successful, CONTRACTOR shall refund to COMPANY any funds actually received or accrued from any other entity for the use of the Drilling Unit as follows:

(1) The repayment will be reduced by the eighty percent (80%) of the fixed cost not already paid by COMPANY.

(2) The repayment will be reduced by an amount equal to five percent (5%) as an incentive for CONTRATOR to actively market the Drilling Unit.

(3) Repayments by CONTRACTOR to COMPANY shall never exceed Contract Rate.

EXHIBIT F-1 CREW COMPLEMENT

Drill Crew	Total	On Board	Remarks
Drilling Rig Supt	2	1
Toolpusher	4	2
Driller	4	2
Asst. Driller	8	4
Pumpman	4	2
Floorman	12	6
Maintenance Supervisor (Electrical)	2	1
Electrician	4	2
Assistant Electrician	2	1
Electronic Technician	4	2
Mechanic	4	2
Assistant Mechanic	2	1
Welder	2	1
Sub Sea Engineer	2	1
Assistant Sub Sea	2	1
Crane Operator	4	2
Roustabout	16	8
▇▇▇▇	▇	1
Medic	2	1
Materialsman	4	2

Captain/OIM	2	1
Chief Officer	2	1
D.P. Operator	4	2
Assist. D.P. Operator	4	2
A.B. ▇▇▇▇▇▇/Painters	6	3
Chief Engineer	2	1
First Engineer	2	1
2nd Engineer	4	2
Oiler/Motorman	4	2
Boatswain	2	1
Galley As Needed
Total:	118	59

a) Galley crew ratio of one to every 10 persons on board.

b) A mutually agreed pre-commencement ▇▇▇▇▇▇▇ schedule shall be attached.

c) Contractor may, with Company approval, reduce the marine crew ▇▇▇▇▇▇▇ based upon Coast Guard requirements, when available.

EXHIBIT F-2

COST OF ADDITIONAL PERSONNEL

Title	Total	On Drilling Rig	Regular Hourly Rate ($)	Overtime Rate with Burden	Daily Rate Per Man (w/ Burden)
Drilling Rig Supt	2	1	34.83	75.76	831.81
Toolpusher	4	2	30.48	66.29	736.47
Driller	4	2	25.69	55.88	637.43
Asst. Driller	8	4	17.85	38.83	465.29
Pumpman	4	2	13.50	29.36	369.78
Floorman	12	6	13.00	28.28	358.80
Maintenance Supervisor (Electrical)	2	1	26.12	56.81	641.12
Electrician	4	2	21.77	47.36	551.36
Assistant Electrician	2	1	16.50	35.89	435.65
Electronic Technician	4	2	22.86	49.72	575.30
Mechanic	4	2	21.77	47.36	551.36
Assistant Mechanic	2	1	16.50	35.89	435.65
Welder	2	1	15.75	34.26	419.18
Sub Sea Engineer	2	1	25.44	55.33	631.95
Assistant Sub Sea	2	1	21.77	47.36	551.36
Crane Operator	4	2	16.55	36.00	436.75
Roustabout	16	8	11.00	23.93	314.88
▇▇▇▇	▇	1	17.85	38.83	465.29
Medic	2	1	15.67	34.09	417.42
Materialsman	4	2	15.02	32.67	398.00

Captain/OIM	2	1	35.70	77.65	850.88
Chief Officer	2	1	26.12	56.81	641.12
D.P. Operator	4	2	29.17	63.45	707.86
Assist. D.P. Operator	4	2	22.64	49.24	570.47
A.B. ▇▇▇▇▇▇/Painters	6	3	11.00	23.93	314.88
Chief Engineer	2	1	28.30	61.55	688.79
First Engineer	2	1	22.64	49.24	570.47
2nd Engineer	4	2	19.59	42.62	503.50
Oiler/Motorman	4	2	14.00	30.45	380.76
Boatswain	2	1	17.42	37.89	455.85

Galley As Needed

Total: 118 59

RBS8-D REPORTING ORGANIZATION CHART

EXHIBIT G

VESSEL / EQUIPMENT PERFORMANCE / ACCEPTANCE

VESSEL TESTS / ACCEPTANCE

CONTRACTOR and COMPANY agree that the Drilling Unit must satisfy various sea worthy type certifications, including but not limited to, U.S. Coast Guard, ABS, and certifications pertinent to the flag the vessel will be registered under. CONTRACTOR shall supply COMPANY with a copy of these certificates witnessed or approved by any regulatory body.

CONTRACTOR shall provide OPERATOR with a preliminary copy of the Drilling Unit’s Operations Manual as soon as it is available, prior to the Commencement Date and a final signed, dated and approved by ABS, as soon as received.

Additional vessel and equipment function/acceptance test criteria shall be developed and mutually agreed by CONTRACTOR and COMPANY and provided by the CONTRACTOR as a condition of delivery of the vessel. These shall include, but not be limited to: vessel, equipment acceptance, seatrials, full scale recoil test, dynamic position system (DP) / power systems failure mode effect analysis (FMEA) and fault tree analysis and a blowout preventer (BOP) multiplex control system (Mux) System FMEA and fault tree analysis. In principle, Shipyard Sea Trials shall be conducted as specified in the Shipyard Specifications, Chapter 18, Test and Trials. Additional test may be required upon arrival in the Gulf of Mexico, as mutually agreed. The project managers of the Parties agree to provide the following:

• Vessel / equipment acceptance / seatrials procedures: one (1) month prior to delivery

• DP/power systems FMEA and fault tree analysis: two (2) month after final design

• BOP mux control system FMEA and fault tree analysis: two (2) month after final design

EXHIBIT H PROJECT EXECUTION PLAN

Construction and operation of the Drilling Unit (RBS8D) represents a major financial commitment to the Parties. Additionally, the Drilling Unit will be an integral part of COMPANY’S long range business plan for oil and gas exploration in the deepwater’s of the Gulf of Mexico. Any change in cost, delivery or operability relating to the Drilling Unit could have a substantial impact on COMPANY’S plan, therefore, COMPANY must be notified immediately of any changes that would effect these items.

To help mitigate the risk, a mutually agreed Project Execution Plan will be developed to insure the Drilling Unit is delivered on time, within budget, is outfitted and will operate in accordance with this CONTRACT. To ensure that the latest technology is incorporated and maximum performance achieved, representatives from third party suppliers shall also be included. As a minimum, The Project Execution Plan will address the following items in appropriate detail:

• Project Goals/Operating Principles

• Project Organization

• Roles/Responsibilities/Accountabilities

• Project Description/Schedule/Milestones

• Overall Assurance Plan

• Safety

• Interface Coordination Plan (Communication)

• Quality Plan

• Document Control

• Approval Process

• Change Control Procedures

• Management of Change

• Meeting/Presentation Schedule

• Risk Management Register

• Cost Control

Without limiting CONTRACTOR’S obligations under this CONTRACT, COMPANY will provide representatives to monitor the design and construction of the Drilling Unit. Any changes to the Drilling Unit that would effect the Dayrate, delivery or operability will require an amendment to the CONTRACT as set forth in Article 35.2. All changes to the design or specifications set forth in this CONTRACT require the Company Project Manager approval.

The project manager of the Parties agree to have a mutually agreed Project Execution Plan finalized by February 1, 1999.

April 13, 1999

Vastar Resources, Inc.

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇

Re: Drilling Contract dated December 08, 1998 between Vastar Resources, Inc. and R&B Falcon Drilling Co. for the Drilling Unit “RBS-8D” - Effective Date Establishment of Base Figures in accordance with Article 2.3.2 of the Contract

Gentlemen:

Pursuant to Article 2.3.2, we wish to advise that our base figures for the 4 items are as follows:

a. Labor (all inclusive) U.S.$21,420 \ Day

b. Catering U.S.$2,364 \ Day

c. Spare Parts & Supplies PPI Code No. 1191.02 Base = 133.8 (Preliminary - December, 1998) -

d. Insurance U.S.$2,660 \ Day

As the United States Department of Labor has not yet published the final December, 1998 index for Code No. 1191.02 “Oil Field and Gas Field Drilling Machinery”, the above base index of 133.8 is still officially classified as preliminary and may be subject to change. The final index will be published in early May 1999. We shall write to you again at this time either to confirm 133.8 as the final figure or to advise the new figure. In any event, we felt it best not to further delay the submission to you of the other base figures due to the 4 month time lag in the publication of Government economic statistics.

Whilst writing, we wish to bring to your attention the following errors in Exhibit F-2 “Cost of Additional Personnel”:

Title Hrly Rate Shown Correct Hrly Rate

Drilling Rig Supt	$	34.83	Should be	$	35.70
Captain/OIM	$	35.70	Should be	$	34.83
Chief Officer	$	26.12	Should be	$	27.43
D. P. Operator	$	29.17	Should be	$	23.08
Assist D. P. Operator	$	22.64	Should be	$	20.90

We shall go ahead and formally change Exhibit F-2 to show the correct rates and revised corresponding extension figures upon receipt of your agreement to the above.

Sincerely yours,

R&B Falcon Drilling Co.

/s/ ▇.▇. ▇▇▇▇▇

▇.▇. ▇▇▇▇▇

Regional Operations Manager

R&B Falcon Corporation 901 Threadneedle • ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ • (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇

	Contract Budget Request RBS8-D Vastar Resources, Inc. / Gull of Mexico Expatriate Rig Payroll
Exchange Rate: US $1.00 =1 U.S. $									[03PAY]
	Total Per Employee
Rig-based	Budgeted Budgeted Annual Regular Regular Regular On Board Total Work Monthly Monthly Monthly Expats Expats Days Base Travel Pay Total						Regular Annual Total	Payroll/ Calenday Day	Payroll Per Work Day
Asst. Superintendent*	1.00	2.00	182.50	8,000		8,000	96,▇▇▇	▇▇▇	▇▇▇
Toolpusher	2.00	4.00	182.50	7,000		7,000	84,000	230	460
Tourpusher						0	0
Barge Engineer*				6,000		6,000	72.000
Asst. Barge Engineer*				4,800		4,800	57,600
Maintenance Supervisor*	1.00	2.00	182.50	6,000		6,000	72,000	197	395
Driller	2.00	4.00	182.50	5,900		5,900	70,800	194	388
Alternate Driller	4.00	8.00	182.50	5,000		5,000	60,000	164	329
Alternate Driller Trainee						0	0
Derrickman				3,330		3,330	39,960
Pumpman	2.00	4.00	182.50	3,101	250	3,351	40,212	110	220
Motorman				3,215		3,215	38,580
Welder	1.00	2.00	182.50	3,617		3,617	43,404	119	238
Crane Operator	2.00	4.00	182.50	3,800		3,800	45,600	125	250
Heavy Lift Crane Operator**						0	0
Barge Captain						0	0
Asst. Barge Captain						0	0
Control Room Operator*				4,500		4,500	54,000
Asst. Control Room Operator*				3,600		3,600	43,200
Mechanic	2.00	4.00	182.50	5,000		5,000	60,000	164	329
Asst. Mechanic	1.00	2.00	182.50	3,790		3,790	45,▇▇▇	▇▇▇	▇▇▇
Mechanic Helper						0	0
Electronic Technician*	2.00	4.00	182.50	5,250		5,250	63,000	173	345
Electrician	2.00	4.00	182.50	5,000		5,000	60,000	164	329
Asst. Electrician	1.00	2.00	182.50	3,790		3,790	45,▇▇▇	▇▇▇	▇▇▇
Electrician Helper						0	0
Subsea Engineer*	1.00	2.00	182.50	7,000		7,000	84,000	230	460
Asst. Subsea Engineer*	1.00	2.00	182.50	5,000		5,000	60,000	164	329
Materialsman						0	0
Storekeeper	2.00	4.00	182.50	3,450		3,450	41,400	113	227
Medic	1.00	2.00	182.50	3,450		3,450	41,400	113	227
Radio Operator				3,101		3,101	37,212
Floorman	6.00	12.00	182.50	2,986	250	3,236	38,▇▇▇	▇▇▇	▇▇▇
Lead Roustabout						0	0
Roustabout	8.00	16.00	182.50	2,526	250	2,776	33,312	91	183
Paint ▇▇▇▇▇▇▇						0	0
▇▇▇▇▇▇▇				2,124		2,124	25,488
Captain/Master***	1.00	2.00	182.50	8,000		8,000	96,▇▇▇	▇▇▇	▇▇▇
Chief Officer***	1.00	2.00	182.50	6,300		6,300	75,600	207	414
First Officer***				5,300		5,300	63,600
Second Officer***				4,800		4,800	57,600
Third Officer***				4,200		4,200	50,400
Chief Engineer***	1.00	2.00	182.50	6,500		6,500	78,000	214	427
First Engineer***	1.00	2.00	182.50	6,000		6,000	72,000	197	395
Second Engineer***	2.00	4.00	182.50	5,200		5,200	62,400	171	342
Bosun***	1.00	2.00	182.50	4,000		4,000	48,000	132	263
Deck Supervisor***				4,000		4,000	48,000
D.P. Operator***	2.00	4.00	182.50	5,300		5,300	63,000	174	348
Asst. D.P. Operator***	2.00	4.00	182.50	4,800		4,800	57,600	158	316
Oiler***	2.00	4.00	182.50	3,215	250	3,465	41,580	114	228
Able ▇▇▇▇▇▇***	3.00	6.00	182.50	2,526	250	2,776	33,312	91	183
Rig Safety & Training Coordinator	1.00	2.00	182.50	4,100		4,100	49,200	135	270
Other						0	0

Total 59.00 118.00 Overtime Wages Total 0

OIM Premium ($4,800 if applicable) 4.800

Total Annual Expatriate Payroll 6,257,544

Total Per Day Expatriate Payroll 17,144 (Posts to Rig Payroll)

* Semisubmersibles Only

** Super Tenders Only Total Payroll Burden Per Day 20% 3,429 (Posts to Payroll Burden)

Contract Budget Request

RBS8-D / Vastar Resources, Inc. / Gulf of Mexico Expatriate Training Costs

Exchange Rate: US $1.00 =1 U.S. $ [09XPTTRN]

Employee Name	Employee Position	Name of School	School Location	# of Days	Training Wages Per Day	Outside Tuition	International Airfare	Domestic/ Charter	Hotel Per Day	Meals Per Day	Other
T.B.A.	Various	Well Control		10	75	2,500	300		100	35	20
T.B.A.	Various	Cyberchair		10	75	2,500	300		100	35	20
T.B.A.	Various	Varco		10	75	2,500	300		100	35	20
T.B.A.	Various	PM		10	75	2,500	300		100	35	20
T.B.A.	Various	GE		10	75	2,500	300		100	35	20
T.B.A.	Various	▇▇▇▇▇▇▇		10	75	2,500	300		100	35	20
T.B.A.	Various	▇▇▇▇▇▇		10	75	2,500	300		100	35	20
T.B.A.	Various	Fire Fighting		10	75	2,500	300		100	35	20
T.B.A.	Various	Sea Survival		10	75	2,500	300		100	35	20
T.B.A.	Various	Wartslia		10	75	2,500	300		100	35	20
T.B.A.	Various	Kamewa		10	75	2,500	300		100	35	20
T.B.A.	Various	Simrad		10	75	2,500	300		100	35	20
T.B.A.	Various	High Voltage		10	75	2,500	300		100	35	20
T.B.A.	Various	Alborg		10	75	2,500	300		100	35	20
T.B.A.	Various	Bridge Mgn		10	75	2,500	300		100	35	20
T.B.A.	Various	Radar		10	75	2,500	300		100	35	20
T.B.A.	Various	GMDSS		10	75	2,500	300		100	35	20
T.B.A.	Various	HLO		10	75	2,500	300		100	35	20
T.B.A.	Various	Crane Ops		10	75	2,500	300		100	35	20
T.B.A.	Various	AWC		10	75	2,500	300		100	35	20
T.B.A.	Various	STOP / H2S		10	75	2,500	300		100	35	20
T.B.A.	Various	EPT		10	75	2,500	300		100	35	20
T.B.A.	Various	DGPS		10	75	2,500	300		100	35	20

				230	1,725	57,500	6,900	0	2,300	805	460


Total Training Wages			17,250
Total Outside Tuition			57,500
Total Training Travel			38,410
Total Training Costs			113,160
Per Day Training Costs			310 (Posts to Training Costs)

Contract Budget Request

RBS8-D / Vastar Resources, Inc. / Gulf of Mexico Expatriate Operational Travel

Exchange Rate: US $1.00 =1 U.S. $ [15EXTRAV]

Crew Change Commuter Travel

Annual Cost Per Trip Total Round

East Coast 12 8.69 300 75 35 20 44,840 7x7 26.07

Airport of Origin

Total

Personnel

Roundtrips

Per Emp.

International

Airfare

Domestic/

Charter Hotel Meals Other

Annual

costs

Commuter

Schedule

Trips

Per Year

West Coast 12 8.69 300 75 35 20 44,840 14x14 13.04

North Central 12 8.69 200 75 35 20 34,412 21x21 8.69

Texas 12 8.69 100 75 35 20 23,984 28x28 6.52

Louisana 12 8.69 100 75 35 20 23,984 35x35 5.21

Mississippi 12 8.69 100 75 35 20 23,984 42x42 4.35

Other 4 0 56x56 3.26

0 14x7 17.38

0 21x14 10.43

0 28x14 8.69

0 56x28 4.35

0 112x56 2.17

Expatriate Commuters 76 Total Annual Expatriate Commuter Travel 196.046

Expat Cost / Man / Calendar Day 7.07

Total Annual Expatriate Operationl Travel

Total Per Day Expatriate Operational Travel

196,046

537 (Posts to Operational Travel)

Contract Budget Request

RBS8-D / Vastar Resources, Inc. / Gulf of Mexico Catering

Exchange Rate: US $1.00 =1 U.S. $ [12CAT]

Category	Personnel On Board	Manday Rate	Total/Day Per Category	Annual Catering Costs
Expatriate	59.00	34.26	2,021	737,789

TCN	0.00	34.26	0	0

National	0.00	34.26	0	0

Total Regular Crews	59.00		2,021	737,789

AVG OPERATOR ON BOARD	30.00	34.26	1,028	375,147

OPERATOR RECHARGE	(20.00)	(34.26)	(685)	(250,098)

NET OPERATOR CATERING	10.00
NOTE:

AVG OPERATOR ON BOARD = ACTUAL AVERAGE OPERATOR/THIRD PARTY PERSONNEL ON BOARD. MANUAL INPUT REQUIRED.

OPERATOR RECHARGE = AUTOMATIC CALCULATION.

NET OPERATOR CATERING = CONTRACT SPECIFIED NUMBER OF OPERATOR/THIRD PARTY PERSONNEL TO PROVIDE CATERING.

MANUAL INPUT REQUIRED.

Office Staff	0.00	34.26	0	0

Crew Change	0.00	34.26	0	0

Other Mandays	0.00	34.26	0	0

Total Other Mandays	0.00		0	0

			Other Annual Amounts	0

			Other Annual Amounts	0

			Total Annual Catering Cost	862,838

Daily Personnel On Board	89.00		Total Per Day Catering Cost	2,364 (Posts to Catering)

Data extracted on: April 12, 1999 (10:20 AM) Producer Price Index-Commodities

Series Catalog:

Series ID : wpu119102 Not Seasonally Adjusted

Group : Machinery and equipment

Item : Oil field and gas field drilling machinery Base Date : 8200

Data: Year	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec	▇▇▇
1989	96.9	97.1	97.2	97.1	97.6	97.6	97.6	98.4	98.6	99.3	99.5	99.5	98.0
1990	99.6	99.6	99.2	99.2	99.3	99.9	100.2	101.5	105.8	106.2	106.6	106.6	102.0
1991	106.7	107.7	108.7	108.8	110.0	110.0	110.0	110.0	110.0	110.0	110.1	110.1	109.3
1992	110.1	110.1	110.1	110.1	110.2	110.4	110.6	110.6	110.6	110.8	112.4	112.5	110.7
1993	112.8	112.9	113.3	112.1	112.0	112.2	112.3	112.3	113.4	113.4	113.4	114.6	112.9
1994	114.6	114.6	114.6	114.6	114.7	114.9	115.4	115.4	115.9	117.8	117.8	117.8	115.7
1995	118.3	118.6	119.2	119.2	119.3	119.6	120.4	120.4	120.4	122.0	122.2	122.2	120.1
1996	124.0	124.0	124.0	124.3	124.2	124.8	125.3	125.3	125.3	126.2	126.6	127.1	125.1
1997	127.7	127.9	128.6	129.1	129.2	129.3	129.3	129.5	129.7	130.3	131.4	132.0	129.5
1998	133.1	132.9	133.1	133.0	133.0	133.0	132.9	132.9	132.9	133.6	133.6	133.8(P) 133.2(P)

1999

134.0(P) 133.9(P) 133.9(P)

P: Preliminary. All indexes are subject to revision four months after original publication.

Data Home Page BLS Home Page ▇▇▇▇://▇▇▇.▇▇▇.▇.▇▇/▇▇▇-▇▇▇/▇▇▇▇▇▇

Memo

To: ▇▇▇▇ ▇▇▇▇▇▇▇ Date: August 3, 1998

From: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Subject: Estimated Annual Premium

RBS-8 M

Effective 15 March 1998

CONFIDENTIAL

I. Coverage: All Risk Hull & Machinery

Insured Value: $325,000,000

Deductible: $250,000 Per Occurrence

NET ANNUAL PREMIUM: $528,996.80

II. Coverage: Loss of Hire

Daily Indemnity: $189,000

Policy Limits: 180 Days

Deductible Period 21 Days

NET ANNUAL PREMIUM $232,867

III. Coverage: Primary Marine Protection & Indemnity

Policy Limits: $1,000,000 Per Occurrence

Deductible: $100,000 Per Occurrence

NET ANNUAL PREMIUM (U.S. WATERS) $182,000.00

NET ANNUAL PREMIUM (FOREIGN WATERS) $ 78,000.00

IV. Coverage: Excess Liability

Policy Limits: $400,000,000

Deductible: XS of Primary Marine P&I

NET ANNUAL PREMIUM $6,795.00

Continued/......

V. Coverage: Contingent Energy Exploration & Development Policy Limits: $100,000,000

Deductible $250,000 Per Occurrence

NET ANNUAL PREMIUM $704.76

VI. U.S. Brokers: Aon Risk Services, Inc.

ANNUAL FEE $19,379.85

TOTAL ANNUAL PREMIUM: (U.S. Waters) $970,743.41

(Foreign Waters) $866,743.41

▇▇▇▇ ▇▇▇▇

MARKETING MANAGER NAR

R & B FALCON DRILLNG CO.

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

July 24, 2001

Vastar Resources, Inc ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇

Re: Vastar Resources Inc. (“Vastar”) & R & B Falcon Drilling Company (“R &B”)

Drilling Contract — RBS-8D — Deepwater Horizon (“Rig”) (hereinafter referred to as the “Contract”) Deepwater Horizon Contract Amendment — Additional Personnel

Dear ▇▇. ▇▇▇▇▇▇▇▇▇,

Reference is made for all purposes to that certain Offshore Drilling/Workover/Completion Contract dated December 9, 1998 (“Contract”), by and between R&B Falcon Drilling Co. (“R&B”) and Vastar Resources, Inc. (“Vastar”).

Upon Commencement Date of the Contract, Vastar has requested and R&B agrees to provide two additional (2) Deck Foremen, four

(4) Assistant Pumphands, four (4) Solid Control Technicians and four (4) Roustabouts in addition to those specified to be provided in Exhibit F-2 of the Contract, for operations on the semi-submersible Deepwater Horizon. Exhibit F-2 shall be amended, effective as of June 26, 2001 to provide for these additional personnel, at cost to be paid by Vastar based upon the following rates, subject to the labor cost escalations set forth therein:

Title	Total	On Rig	Overtime Rate (per person per hour) with Burden	Daily Rate (per person) with Burden	Total Day Rate with Burden
Asst. Pumpman	4	2	$ 27.18	$ 368.30	$ 736.60
Solid Control Tech	4	2	$ 27.18	$ 368.30	$ 736.60
Deck ▇▇▇▇▇▇▇	2	1	$ 38.14	$ 478.93	$ 478.93
Roustabout	4	2	$ 23.08	$ 332.89	$ 665.78
TOTAL ADDITIONAL PERSONNEL	14	7			$ 2,617.91

Above rates are exclusive of a $65.00 per manday cost of training and transportation.

Vastar reserves the right to elect to release one or all of the above additional personnel upon thirty (30) days written notice to R&B. R&B may, if at that time R&B deems such personnel necessary for its operations, elect to retain such personnel at its own cost.

PHONE: ▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇ EM AIL:▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

VASTAR RESOURCES, INC.

Deepwater Horizon Contract Amendment – Additional Personnel June 26, 2001 TSF File #01-063

Except as expressly amended herein, the terms and conditions of the Contract shall remain in full force and effect as originally executed.

If the above and foregoing sets forth your understanding of the agreement between R&B and Vastar, please sign both originals in the space provided below and return one fully executed original agreement to the undersigned.

Sincerely,

R & B Falcon Drilling Co.

/s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇

AGREED AND ACCEPTED THIS 26 DAY OF JULY, 2001

VASTAR RESOURCES INC.

SIGNED /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ PRINTED ▇▇▇ ▇▇▇▇▇▇▇▇▇ TITLE Drilling Team Leader

▇▇▇▇▇ ▇▇▇▇▇ R & B FALCON DRILLING COMPANY

SR. MARKETING REPRESENTATIVE ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

December 12, 2001

BP America Production Company Attn: ▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Reference: Drilling Contract No. 980249 between Vastar Resources Inc. , predecessor in interest to BP America Production Company (“BP”) and R&B Falcon Drilling Company (“R&B”) dated December 9, 1998 for RBS-8D (now known as the Deepwater Horizon), as amended (the “Contract”)

Subject: Letter of Agreement for Cost Escalation and Naming Convention Adjustments

Dear ▇▇. ▇▇▇▇▇▇▇▇▇,

In accordance with Article 2 – Dayrates, Section 2.3 – Adjustment in Dayrates, we have recently completed an analysis of the costs of the Deepwater Horizon. To assist in clarification of position titles as related to the merger between R&B Falcon and Transocean, we have amended Exhibit F-1 – Crew Compliment and Exhibit F-2 – Cost of Additional Personnel. Both amended exhibits are attached and titled, Exhibit F-1a and Exhibit F-2a, which are the original Exhibit F-1 and F-2 with the only revisions made are position title changes as per the Naming Conventions of the merged company and will supercede the originals.

Cost analysis for the Deepwater Horizon has been calculated based on the contract and the Establishment of Base Figures letter dated April 13, 1999. All costs have been reviewed and adjusted relative to the Contract Section 2.3.2 a) Labour Costs, b) Catering Costs, c) Spare Parts/Supplies Element, and d) Insurance Element. Please find the attached documents to substantiate our escalations including the Basis for Cost Escalations spreadsheet, Personnel List with rates, and the Bureau of Labor Statistics Data printout. The attached Basis for Cost Escalation Spreadsheet specifies the base rates, the new totals after this escalation and the variance column indicates the increase or decrease as appropriate per section. Payments of such adjustments shall be deemed to be effective beginning on the date the rig commenced operations, September 18, 2001. R&B shall issue an invoice for this retroactive adjustment and BP shall pay this invoice in accordance with the billing and payment procedures in the Contract.

In accordance with the terms of the referenced contract, the parties agree to the following new dayrate changes under this letter of agreement:

2.3.2a The Base Labor cost adjustment will be an increase of $6,876 from the baseline of $21,420 with a new total of $28,296.

Labor will also increase by $239 on the additional personnel to a new total of $2,613.

2.3.2b Contractor’s cost of catering has decreased by ($541) to a new total of $2,067 under the baseline of $2,608.

PHONE: ▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇ EM AIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

BP America Production Company

Deepwater Horizon Contract - Cost Escalation TSF File #01-063

2.3.2c Based on the initial base Spare Parts/Supplies Element of $12,692, there will be an increase of $1,159 to a new baseline of

$13,851.

2.3.2d The insurance element has decreased by $861 over the baseline figure of $2,660 and the new Total Base Insurance Cost will be $1,799.

Except as expressly provided herein, the terms and conditions of the Contract shall remain in full force and effect. Each party represents that this letter agreement has been validly executed and delivered, and has been duly authorized by all action necessary for the authorization therefore.

In summary, the following changes are effective as follows:

Paragraph	2.3.2a	$ 6,876
Paragraph	2.3.2a	239 (additional personnel)
Paragraph	2.3.2b	(541)
Paragraph	2.3.2c	1,159
Paragraph	2.3.2d	(861)
Total		$ 6,872

If the above and foregoing sets forth your understanding of the agreement between R&B and BP, please sign both originals in the space provided below and return one fully executed original agreement to the undersigned.

If you have any questions, please contact the undersigned or ▇▇▇▇ ▇▇▇▇▇▇ at Transocean’s Park Ten Office ▇▇▇-▇▇▇-▇▇▇▇.

Sincerely,

/s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

▇▇. Marketing Representative

On Behalf of R & B Falcon Drilling Co.

AGREED AND ACCEPTED THIS 13th DAY OF JUNE, 2002

BP AMERICA PRODUCTION COMPANY

SIGNED /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇ PRINTED R. ▇▇▇▇▇ ▇▇▇▇▇▇ TITLE TL - SCM

	EXHIBIT F-1a CREW COMPLEMENT
Drill Crew		Total		On Board
Drilling Rig Supt/OIM			2		1
Toolpusher			4		2
Driller			4		2
Asst. Driller			8		4
Pumphand			4		2
Floorhand ~~Roughneek~~			12		6
Maintenance Electrical Supervisor (Electrical)			2		1
Chief Electrician			4		2
Assistant Electrician			2		1
Chief Electronic Technician			4		2
Chief Mechanic			4		2
Assistant Mechanic			2		1
Welder			2		1
Sub Sea Supervisor ~~Engineer~~			2		1
Assistant Sub Sea			2		1
Crane Operator			4		2
Roustabout			16		8
Rig Safety & Training Coordinator ~~Officer~~			2		1
Medic			2		1
Materialsman Materials Coordinator			4		2

~~Captain~~ Master/~~OIM~~			2		1
Chief Mate ~~Officer~~			2		1
D. P. Operator			4		2
Assist. D.P. Operator			4		2
A.B. ▇▇▇▇▇▇/Painters			6		3
Chief Engineer			2		1
First Asst. Engineer			2		1
2nd Asst. Engineer			4		2
Motorhand			4		2
Beatswain Bosun			2		1
Galley			As Needed
Tota1:	118 59

a) Galley crew ratio of one to every 10 persons on board.

b) A mutually agreed pre-commencement ▇▇▇▇▇▇▇ schedule shall be attached.

c) Contractor may, with Company approval, reduce the marine crew ▇▇▇▇▇▇▇ based upon Coast Guard requirements, when available.

Contract No. 980249

BASIS FOR COST ESCALATIONS DEEPWATER HORIZON

As of September 1, 2001

	Per Baseline
	Costs Plus		2001
	July 24, 2001 Letter	Sept. 2001	Variance
Base Labor Cost:
Labor & Burden (per schedule)	$ 20,573	25,476	4,903
Training & Transportation Costs	847	2,820	1,973
Total Base Labor Cost	$ 21,420	$ 28,296	$ 6,876
Percentage Increase			32%

Additional Crew Increase per agreeme	nt dated July 24, 2001
Labor & Burden (per schedule)	2,163	2,278	115
Training & Transportation Costs	$ 211	335	124
Total Additional Personnel Cost	$ 2,374	$ 2,613	$ 239
Percentage Increase			10%

Base Catering Cost:
59 Combined Personnel @	$ 27.20		$ 2,021	$ 1,605	(417)
7 Additional Personnel @	$ 27.20		$ 244	$ 190	(53)
10 Company Personnel @	$ 27.20		$ 343	$ 272	(71)
Total Base Catering Costs			$ 2,608	$ 2,067	$ (541)
Percentage Increase					-21%

Base Insurance Cost			$ 2,660	$ 1,799	$ (861)
Percentage Increase					-32%

Base Repair and Maintenance Cost			$ 12,692	$ 13,851	$ 1,159
Percentage Increase					9%

Total Baseline Operating Costs			$ 41,754	$ 48,626	$ 6,872
Horizon Cost Escalations		1

DEEPWATER HORIZON

Adjusted Base Labor as of September 1, 2001

				A B		C D
Gulf of Mexico Crew Complement				GOM Base Labor w/Burden		GOM Overtime Rates
No. of Personnel				Daily Rate Total Daily		Daily Hourly
JOB	On	Assigned		(per person)	On Board	Rate	Rate
CODE	Board	To Rig	JOB CLASSIFICATION	w/ Burden*	Cost**	w/ Burden**	w/ Burden**
1		2	Offshore Installation Manager 930.23		855.23	Salaried
2		4	Toolpusher 761.90		1,373.80	Salaried
2		4	Driller 650.87		1,151.74	650.12		54.18
4		8	Assistant Driller 493.35		1,673.41	462.88		38.57
2		4	Pumphand 408.82		667.65	362.40		30.20
10		20	Floorhand 395.57		3,205.71	346.65		28.89
10		20	Roustabout 353.97		2,789.67	297.20		24.77
1		2	Welder 475.62		400.62	441.80		36.82
2		4	Crane Operator 493.35		836.70	462.88		38.57
2		4	Chief Mechanic 581.84		1,013.67	568.06		47.34
1		2	Mechanic 471.20		396.20	436.55		36.38
2		4	Motor Operator 395.97		641.93	347.12		28.93
1		2	Electrical Supervisor 663.46		588.46	Salaried
2		4	Chief Electrician 581.84		1,013.67	568.06		47.34
1		2	Electrician 471.20		396.20	436.55		36.38
2		4	Chief Electronic Technician 590.67		1,031.34	578.56		48.21
1		2	Senior Sub Sea Supervisor 768.23		693.23	Salaried
1		2	Assistant Sub Sea Supervisor 546.43		471.43	525.97		43.83
2		4	Materials Coordinator 435.79		721.58	394.46		32.87
1		2	Master 810.10		735.10	Salaried
1		2	Chief Mate 675.99		600.99	679.98		56.66
1		2	Chief Engineer 751.42		676.42	Salaried
1		2	1st Assist. Engineer 634.12		559.12	630.21		52.52
2		4	2nd Assist. Engineer 599.57		1,049.14	589.14		49.10
2		4	Dynamic Position Operator 546.43		942.86	525.97		43.83
2		4	Assistant Dynamic Position Operator 457.95		765.89	420.79		35.07
1		2	Deck Pusher 512.80		437.80	486.00		40.50
1		2	Bosun 457.95		382.95	420.79		35.07
3		6	Able Bodied ▇▇▇▇▇▇ 413.70		1,016.11	368.20		30.68
1		2	Rig & Safety Training Technician* 466.78		391.78	431.29		35.94
1		2	Rig Medic/Clerk 348.23		273.23	290.38		24.20
66		132	Total Base Labor Costs =		$ 27,753.63

* Does include catering, transportation, or training expense.

** Does NOT include catering transportation, or training expense.

Notes: 1) The figures in column “A” are to be used as the basis for adding personnel to the permanent crew and for determining the credit for crew members short.

2) The figures in column “B” are the product of multiplying the number of “on board” personnel by the “Daily Rate w/ Burden” in column “A”. The Sum of column “B” is the “Total Base Labor Cost” per day.

3) The figures in columns “C” and “D” are the basis for charging the Operator for overtime hours worked at the request of the Operator.

Bureau of Labor Statistics Data Bureau of Labor Statistics

U.S. Department of Labor

Home • Programs & Surveys • Get Detailed Statistics • Topics A-Z • Glossary • What’s New Data extracted on: June 13, 2002 (10:18 AM)

Producer Price Index-Commodities Series Catalog:

Series ID : wpu119102

Not Seasonally Adjusted

Group : Machinery and equipment

Item : Oil field and gas field drilling machinery Base Date : 8200

Data :

Year	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec	▇▇▇
1992	110.1	110.1	110.1	110.1	110.2	110.4	110.6	110.6	110.6	110.8	112.4	112.5	110.7
1993	112.8	112.9	113.3	112.1	112.0	112.2	112.3	112.3	113.4	113.4	113.4	114.6	112.9
1994	114.6	114.6	114.6	114.6	114.7	114.9	115.4	115.4	115.9	117.8	117.8	117.8	115.7
1995	118.3	118.6	119.2	119.2	119.3	119.6	120.4	120.4	120.4	122.0	122.2	122.2	120.1
1996	124.0	124.0	124.0	124.3	124.2	124.8	125.3	125.3	125.3	126.2	126.6	127.1	125.1
1997	127.7	127.9	128.6	129.1	129.2	129.3	129.3	129.5	129.7	130.3	131.4	132.0	129.5
1998	133.1	132.9	133.1	133.0	133.0	133.0	132.9	132.9	132.9	133.6	133.6	133.6	133.1
1999	133.8	133.7	133.7	133.9	133.9	134.0	134.0	133.7	133.7	133.7	134.4	134.6	133.9
2000	134.9	136.3	136.3	136.3	136.5	136.5	136.5	136.6	136.7	138.7	138.7	138.7	136.9
2001	143.5	143.9	144.0	144.0	144.0	145.5	145.6	145.8	145.7	146.1	146.1	146.1	145.0
2002	146.2	146.0(P)	146.7(P)	146.7(P)	146.5(P)

Preliminary. All indexes are subject to revision four months after original publication.

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Other comments: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

To:	▇▇▇▇▇ ▇▇▇▇▇	Date:	December 6, 2001
From:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Director of Risk Management
Subject:	Estimated Annual Premium – Deepwater Horizon

CONFIDENTIAL

Memo

The following annual premiums have been established for the Deepwater Horizon and are effective September 1, 2001:

Coverage:

Insured Value: Deductible:

NET ANNUAL PREMIUM:

All Risk Hull & Machinery

$350,000,000

($5MM/$7.5MM/$7.5MM/$10MM aggregate layers)

$470,329

Coverage:

Policy Limits:

Deductible:

NET ANNUAL PREMIUM (US WATERS):

NET ANNUAL PREMIUM (FOREIGN WATERS):

Primary Marine Protection & Indemnity

$1,000,000 per occurrence

$250,000 Per Occurrence

$125,352

$53,796

Coverage:

Insured Value: Deductible:

NET ANNUAL PREMIUM:

Excess Liability

$452,000,000

XS of Primary Marine P&I

$26,334

U.S. BROKERS: ANNUAL FEE

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc.

$34,454

TOTAL ANNUAL PREMIUM: (U.S. WATERS) $656,469 TOTAL ANNUAL PREMIUM: (FOREIGN WATERS) $584,913

Rig Name Contractor & No.	Effective Date	Commence Date	Duration Mos. &	Last Update/	Reoccurrence Timing	Reoccurrence Condition
Horizon(2) Vastar (BP) 01-063	Dec. 8, 1998	Sept. 1, 2001			Annually	=> 5%
		12/8/98 Baselines		9/1/01 Costs
A. Baseline Labor		$ 21,420		$ 28,296	32.10%	$ 6,876
Addtl Personnel		$ 2,374		$ 2,613		$ 239
Total Labor		$ 23,794		$ 30,909		$ 7,115
B. Catering		$ 2,608		$ 2,067		$ -541
C. Cost of R&M		$ 12,692		$ 13,851		$ 1,159
	BLS Indices	133.6		145.8	9.13%
D. Insurance Premiums		$ 2,660		1,799.00		$ -861
		$ 41,754		$ 48,626		$ 6,872
						16%

Summary

Escalations and baselines provide for increases in labor costs, catering costs, increases in the cost of repairs and maintenance and insurance premiums. All increases must exceed 5% and can be addressed as early as the Commencement Date and then only annually there after.

▇▇▇▇ ▇▇▇▇▇▇

RIG MANAGER

R & B FALCON DRILLNG CO.

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

April 23, 2002

Vastar Resources, Inc.

C/O BP America Inc.

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇

Reference: Deepwater Horizon Letter Agreement — Additional Personnel for Mad Dog Project CONTRACTOR-5121- 2002-005

Dear ▇▇. ▇▇▇▇▇▇▇▇,

Reference is made for all purposes to that certain Offshore Drilling/Workover/Completion Contract dated December 9, 1998 (“Contract”), by and between R&B Falcon Drilling Co. (“Contractor”) and Vastar Resources, Inc. (“Company”), as amended.

Company has requested and Company and Contractor agree that CONTRACTOR will provide one (1) additional OIM and one

(1) additional Sr. Toolpusher to work on the Mad Dog Project. The OIM and the Sr. Toolpusher will be shorebased and work at CONTRACTOR’s Park 10 office and at COMPANY’s offices as required to support the Mad Dog Project on an even rotating schedule. Work will commence on or about May 15, 2002 with an expected duration of approximately three (3) months.

CONTRACTOR shall invoice COMPANY at the rate of US$1,200 (one thousand two hundred) per day with CONTRACTOR being responsible for all costs for lodging, food, transportation and CONTRACTOR required training. The OIM and Sr. Toolpusher will be available for work seven days a week on an even rotating schedule and COMPANY shall be billed for the full seven days each week. CONTRACTOR will supply supporting documentation with each monthly invoice as evidence of days available for work.

COMPANY reserves the right to release the services of the OIM and Sr. Toolpusher at anytime upon thirty (30) days prior written notice to CONTRACTOR. COMPANY and CONTRACTOR will document when the OIM and Sr. Toolpusher are released from duty for services on this special Mad Dog Project assignment, thus ending the applicability of this contract amendment.

All other terms and conditions of the referenced Contract, as amended, shall remain in full force and effect.

If the above sets forth your understanding of the agreement, please sign both originals in the space provided below and return one

(1) fully signed original to us for our file.

PHONE: ▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

VASTAR RESOURCES INC

Deepwater Horizon Letter Agreement - Additional Personnel CONTRACTOR File #01-063

We appreciate this opportunity to be of service to BP. If you have questions, please contact ▇▇▇▇▇ ▇▇▇▇▇ for commercial concerns at ▇▇▇-▇▇▇-▇▇▇▇ or myself for technical concerns at ▇▇▇-▇▇▇-▇▇▇▇.

Sincerely,

/s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

R & B Falcon Drilling Co.

/ks

AGREED AND ACCEPTED THIS 24 DAY OF APRIL, 2002 VASTAR RESOURCES INC.

SIGNED /s/ ▇▇▇▇▇ ▇▇▇▇ PRINTED ▇▇▇▇▇ ▇▇▇▇ TITLE MD Well Delivery TL

▇▇▇▇▇ ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

R & B FALCON DRILLNG CO.

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

June 3, 2002

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇

Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Reference: Deepwater Horizon Letter Agreement — Additional Personnel for Deepwater Horizon CONTRACTOR- ▇▇▇▇-▇▇▇▇-▇▇▇

▇▇▇▇▇▇▇▇▇:

Reference is made for all purposes to that certain Offshore Drilling/Workover/Completion Contract dated December 9, 1998 (“Contract”), by and between R&B Falcon Drilling Co. (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended.

Company and CONTRACTOR have recently discussed and agreed that the current ▇▇▇▇▇▇▇ level on the Deepwater Horizon is not sufficient to produce the potential operating efficiency levels for this type of Drilling Unit. In addition, recent feedback from the crew provided clear evidence that the crews feel that there are insufficient personnel to conduct simultaneous operations.

In a recent survey of crewing levels on similar Drilling Units in our fleet the following results were obtained:

Horizon Nautilus Marianas

Crew Total 72 88 96

Based on these findings and our experience on these Drilling Units, CONTRACTOR suggests the following additional personnel to be added to the Deepwater Horizon on a semi-permanent basis to afford both companies the opportunity to conduct simultaneous operations.

Upon execution of this Letter Agreement by COMPANY and CONTRACTOR, CONTRACTOR agrees to provide two (2) additional Toolpushers, four (4) Floorhands, four (4) Crane Operators and eight (8) Roustabouts in addition to those specified to be provided in Exhibit F-2 of the Contract as amended, for operation on the semi-submersible Deepwater Horizon. Exhibit F-2 shall be amended to provide for these additional personnel, at cost to be paid by COMPANY based upon the following rates (as per the Escalation Letter Agreement dated December 12, 2001), subject to the cost escalations set forth therein:

Title	Total	On Rig	Overtime Rate (per person per hour) with Burden	Daily Rate (per person) with Burden	Total Day Rate with Burden
Toolpusher	2	1	N/A	$ 761.90	$ 761.90
Floorhand	4	2	$ 28.89	$ 395.57	$ 791.14
Crane Operator	4	2	$ 38.57	$ 493.35	$ 986.70
Roustabout	8	4	$ 24.77	$ 353.97	$ 1,415.88
TOTAL ADDITIONAL PERSONNEL	18	9	$			3,955.62

In addition, COMPANY requests that one (1) additional Driller and welder per crew be added during the upcoming

PHONE: ▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

VASTAR RESOURCES INC

Deepwater Horizon Letter Agreement - Additional Personnel CONTRACTOR File #01-063

twenty-one day batch setting exercise on Atlantis as follows:

Title Total

Rig

Overtime Rate (per person per hour)

with Burden

Daily Rate (per person) with

Burden

Total Day Rate

with Burden

Driller 2 1 $ 54.18 $ 650.87 $ 650.87

Welder 2 1 $ 36.82 $ 475.62 $ 475.62

TOTAL ADDITIONAL
PERSONNEL	4	2	$	1,126.49

COMPANY reserves the right to release the services of the additional personnel at anytime upon thirty (30) days prior written notice to CONTRACTOR.

All other terms and conditions of the referenced Contract, as amended, shall remain in full force and effect.

If the above sets forth your understanding of the agreement, please sign both originals in the space provided below and return one (1) fully signed original to us for our file.

We appreciate this opportunity to be of service to BP. If you have questions, please contact me for commercial concerns at 832-587- 8848 or ▇▇▇▇ ▇▇▇▇▇▇ for technical concerns at ▇▇▇-▇▇▇-▇▇▇▇.

Sincerely,

/s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

R & B Falcon Drilling Co.

/ks

AGREED AND ACCEFTED THIS 10th DAY OF JUNE, 2002 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ R ▇▇▇▇▇ ▇▇▇▇▇▇ PRINTED R ▇▇▇▇▇ ▇▇▇▇▇▇ TITLE TL-SCM

▇▇▇▇▇ ▇▇▇▇▇

▇▇ MARKETING REPRESENTATIVE June 12, 2002

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇

R & B FALCON DRILLNG CO.

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Reference: Deepwater Horizon Letter Agreement – Cameron Variable Bore Rams Deepwater Horizon ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇-▇▇▇▇-▇▇▇

▇▇▇▇▇▇▇▇▇:

Reference is made for all purposes to that certain Offshore Drilling/Workover/Completion Contract dated December 9, 1998 (“Contract”), by and between R&B Falcon Drilling Co. (“Contractor”) and Vastar Resources, Inc. (“Vastar”), predecessor in interest to BP America Production Company (“Company”), as amended.

Company and Contractor have recently discussed and agreed to provide a Cameron 3-1/2” X 6-5/8” Variable Bore Rams (“Equipment”) for use on the Deepwater Horizon. This Letter Agreement outlines the terms and conditions to provide the Equipment as follows:

1. The Equipment is limited to the following components

Description	Quantity
Variable Bore Ram 18-3/4” 15M BOP, 3-1/2” X 6-5/8” OD Pipe, API 16A, ABS and DNV Certification	2
Ram Wear Pad, Right Side 18-3/4” BOP	2
Ram Wear Pad, Left Side 18-3/4” BOP	2
Screw, Ram Wear Pads	8

2. Company has authorized Contractor to purchase Equipment and has agreed to a dayrate reimbursement fee of $125.00 per day to be paid over the remainder of the Contract on the Deepwater Horizon. Dayrate reimbursement fee shall commence on June 13, 2002.

3. If the Contract is terminated prior to September 18, 2004, Company shall reimburse Contractor via a lump sum payment of

$125.00 per day times the days remaining in contract after termination date. Such payment shall be due within thirty days after presentation of an invoice to Company.

4. The Equipment provided under this agreement shall become part of Contractor’s equipment and incorporated into Exhibit B- 2 of the Contract.

All other terms and conditions of the referenced Contract, as amended, shall remain in full force and effect.

PHONE: ▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

VASTAR RESOURCES, INC.

Deepwater Horizon Letter Agreement – Variable Bore Rams CONTRACTOR File #01-063

If the above sets forth your understanding of the agreement, please sign both originals in the space provided below and return one

(1) fully signed original to us for our file.

Sincerely,

/s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

R & B Falcon Drilling Co.

/ks

AGREED AND ACCEPTED THIS 20th DAY OF JUNE, 2002 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ PRINTED ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ TITLE Contracts Specialist

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

August 26, 2002

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇

R & B FALCON DRILLNG CO.

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Reference: Deepwater Horizon Letter Agreement - ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇-▇▇▇▇-▇▇▇

▇▇▇▇▇▇▇▇▇:

Reference is made for all purposes to that certain Offshore Drilling/Workover/Completion Contract dated December 9, 1998 (“Contract”), by and between R&B Falcon Drilling Co. (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended.

This is to document the recent agreement between our ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ and your ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ with respect to the cost of re- drilling the GC74344 well as a result of the recent “lost hole” incident.

Due to the special circumstances involved in the recent event in which the hole was lost while running 20” casing, the parties agree that, by way of compromise and in order to avoid further disputes with respect to the obligations under the Contract with respect to such event, commencing as of 13:00 August 15, 2002, Contractor shall be obligated at Company’s election to re-drill the hole, and Company shall pay ninety percent (90%) of the applicable Operating Rate, until such time as the depth at which the hole was lost is reached, but otherwise all subject to the terms and conditions of the Contract. Once we reach the depth at which the hole was lost, the parties agree that the applicable Operating Rate shall control per the Contract.

All other terms and conditions of the referenced Contract, as amended, shall remain in full force and effect.

If the above sets forth your understanding of the agreement, please sign both originals in the space provided below and return one

(1) fully signed original to us for our files. We appreciate this opportunity to be of service to BP. If you have questions, please contact me at ▇▇▇-▇▇▇-▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ at ▇▇▇-▇▇▇-▇▇▇▇.

Yours very truly,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

R & B Falcon Drilling Co.

PHONE: ▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

BP America Production Company. Deepwater Horizon Letter Agreement CONTRACTOR File #01-063

/ks

AGREED AND ACCEPTED THIS 16th DAY OF SEPTEMBER, 2002 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ PRINTED ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ TITLE Contracts Specialist

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

September 18, 2002

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇

R&B FALCON DRILLING COMPANY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 by and between R&B Falcon Drilling Company (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS- 8D (now known as the Deepwater Horizon)

Subject: Letter of Agreement for adding Deck Pusher CONTRACTOR-5121-2002-011

Dear ▇▇. ▇▇▇▇▇▇,

This letter will serve as our agreement to add another Deck Pusher to the crew complement of the Deepwater Horizon. Upon execution of this Letter Agreement by Company, Contractor agrees to provide one (1) Deck Pusher onboard the Deepwater Horizon in addition to those specified to be specified to be provided in Exhibit F-2 of the Contract as amended. Since we added the Deck Pusher in August, Exhibit F-l of the Contract shall be amended, as of August 1, 2002 to provide for the following additional personnel:

Title On Board

Assigned

to Rig

Daily Rate per Person w/ Burden

Hourly Overtime

Rate w/Burden

Deck Pusher 1 2 $ 512.80 $ 40.50

Therefore, the amended crew complement shall show two (2) Deck Pushers “On Board” and four (4) “Assigned to Rig”. The amended crew complement is attached. In summary, all rates in the Contract shall increase by $512.80 per day effective August 1, 2002. Except as specifically provided herein, all other terms and conditions of the Contract shall remain in full force and effect. Please indicate your agreement in the space provided below and return one fully executed copy of this letter to me for our files.

If you have any questions, please contact ▇▇▇▇ ▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ or me at (▇▇▇) ▇▇▇-▇▇▇▇. Thank you for the opportunity to be of service.

Sincerely,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

On Behalf of R & B Falcon Drilling Co.

PHONE: (▇▇▇) ▇▇▇ ▇▇▇▇ FAX: (▇▇▇) ▇▇▇ ▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

Horizon – Escalation 2002 TSF File #01-063

AGREED AND ACCEPTED THIS 2ND DAY OF DECEMBER, 2002 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ PRINTED ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ TITLE Contracts Specialist

DEEPWATER HORIZON

Adjusted Base Labor as of September 18, ▇▇▇▇

				▇ ▇		▇ ▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Crew Complement				GOM Base Labor w/Burden		GOM Overtime Rates
No. of Personnel				Daily Rate Total Daily		Daily Hourly
JOB	On	Assigned		(per person)	On Board	Rate	Rate
CODE	Board	To Rig	JOB CLASSIFICATION	w/ Burden*	Cost* *	w/ Burden* *	w/ Burden* *
1883	1	2	Offshore Installation Manager	930.23	855.23	Salaried
1276	3	6	Toolpusher	761.90	2,060.70	Salaried
1295	2	4	Driller	650.87	1,151.74	650.12		54.18
1302	4	8	Assistant Driller	493.35	1,673.41	462.88		38.57
1845	2	4	Pumphand	408.82	667.65	362.40		30.20
1296	12	24	Floorhand	395.57	3,846.86	346.65		28.89
1297	14	28	Roustabout	353.97	3,905.54	297.20		24.77
799	1	2	Welder	475.02	400.02	441.00		36.82
1289	4	8	Crane Operator	493.35	1,673.41	462.88		38.57
1381	2	4	Chief Mechanic	581.84	1,013.67	568.06		47.34
1286	1	2	Mechanic	471.20	396.20	436.55		36.38
1305	2	4	Motor Operator	395.97	641.93	347.12		28.93
1355	1	2	Electrical Supervisor	663.46	588.46	Salaried
1345	2	4	Chief Electrician	581.84	1,013.67	568.06		47.34
1280	1	2	Electrician	471.20	396.20	436.55		36.38
1387	2	4	Chief Electronic Technician	590.67	1,031.34	578.56		48.21
1388	1	2	Senior Sub Sea Supervisor	768.23	693.23	Salaried
1372	1	2	Assistant Sub Sea Supervisor	546.43	471.43	525.97		43.83
394	2	4	Materials Coordinator	435.79	721.58	394.46		32.87
1668	1	2	Master	810.10	735.10	Salaried
1299	1	2	Chief Mate	675.99	600.99	679.98		56.66
1539	1	2	Chief Engineer	751.42	676.42	Salaried
0	1	2	1st Assist. Engineer	634.12	559.12	630.21		52.52
0	2	4	2nd Assist. Engineer	599.57	1,049.14	589.14		49.10
1688	2	4	Dynamic Position Operator	546.43	942.86	525.97		43.83
1323	2	4	Assistant Dynamic Position Operator	457.95	765.89	420.79		35.07
1238	2	4	Deck Pusher	512.80	875.60	486.00		40.50
1298	1	2	Bosun	457.95	382.95	420.79		35.07
1300	3	6	Able Bodied ▇▇▇▇▇▇	413.70	1,016.11	368.20		30.68
1608	1	2	Rig & Safety Training Technician*	466.78	391.78	431.29		35.94
1677	1	2	Rig Medic/Clerk	351.73	276.73	294.53		24.54
76		152	Total Base Labor Costs =		$ 31,475.54

* Does include catering, transportation, or training expense.

* * Does NOT include catering transportation, or training expense.

Notes: 1) The figures in column “A” are to be used as the basis for adding personnel to the permanent crew and for determining the credit for crew members short.

2) The figures in column “B” are the product of multiplying the number of “on board” personnel by the “Daily Rate w/ Burden” in column “A”. The Sum of column “B” is the “Total Base Labor Cost” per day.

3) The figures in columns “C” and “D” are the basis for charging the Operator for overtime hours worked at the request of the Operator.

AGREEMENT FOR ASSIGNMENT OF DRILLING CONTRACT

This Agreement (“Agreement”) is entered into this 14 day of October, 2002 between R&B FALCON DRILLING CO. (hereinafter “RBFDC”), an Oklahoma corporation having an office at Park Ten Centre, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and TRANSOCEAN HOLDINGS INC. (hereinafter “THI”), a Delaware corporation, having an office at ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. RBFDC and THI may hereinafter sometimes be referred to individually as “Party” and collectively as “Parties”.

WHEREAS, RBFDC is a party to that drilling contract No. 980249 of December 9, 1998 with VASTAR RESOURCES, INC. (hereinafter “VASTAR”), now succeeded in interest by BP AMERICA PRODUCTION COMPANY (hereinafter “BP”), pertaining to the mobile offshore drilling unit “DEEPWATER HORIZON” (hereinafter “RIG”), as amended to date (hereinafter “Drilling Contract”); and,

WHEREAS, RBFDC wishes to assign the Drilling Contract to THI and THI is willing to accept said assignment.

NOW THEREFORE, for Ten Dollars (US$10.00) and other good and valuable consideration including the mutual covenants and agreements contained in this Agreement, the Parties agree as follows:

1.0 Effective at midnight October 31, 2002, RBFDC assigns to THI all of RBFDC’s rights and obligations under the Drilling Contract, and THI accepts the assignment and agrees to assume and perform all the said obligations under the Drilling Contract.

2.0 RBFDC agrees to notify and provide reasonably requested documentation to the other party to the Drilling Contract to effect the assignment.

3.0 Written notice to a Party under this Agreement will be considered to be properly served if received at the Party’s address appearing above by personal delivery or registered mail.

4.0 Any failure by a Party to enforce the terms of this Agreement or to exercise any rights will not constitute a waiver of those terms or rights, nor will it constitute any precedence.

5.0 This Agreement is to be governed by and construed in accordance with the governing law provisions of the Drilling Contract.

IN WITNESS WHEREOF, the Parties execute this Agreement as of the date first above written.

R&B FALCON DRILLING CO. TRANSOCEAN HOLDINGS INC.

By: /s/ ▇▇▇▇ ▇. Cahuzac By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. Cahuzac Name: ▇▇▇▇ ▇. ▇▇▇▇▇

Title: Vice President Title: Vice President

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

November 1, 2002

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇

TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 (“Contract”) by and between R&B Falcon Drilling Company predecessor in interest to Transocean Holdings, Inc,(“Contractor or TODDI”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the Deepwater Horizon)

Subject: Letter of Agreement for 6 5/8” Drill Pipe Rental CONTRACTOR-5121-2002-011

Dear ▇▇▇▇▇,

This letter is to document the agreement between Transocean Offshore Deepwater Drilling Inc. (TODDI) and Company for the rental of 18,000 feet of 6 5/8” R-3 drill pipe for use on the Deepwater Horizon.

Company and TODDI hereby agree to the following terms and conditions:

1. TODDI shall purchase the following pipe and rent it to Company over the remaining term of the Contract referenced above. Specifications of the pipe are as follows:

Footage	18,000	Joints	439
Pipe OD	6 5/8”	Connection	6 5/8 FH
Weight	34.01	OD	8 1/4”
Grade	S-135	ID	4 1/4”
Upset	IEU	Pin Tong	10”
Range	3	Box Tong	13”
Internal Coating	TK 34 XT*	Hardfacing Pin	None
Inspection	Truscope AS	Hardfacing Box	Armacor M
Delivery Make & Break & 95% wall included	16 weeks*

* Changes from Grant Prideco quote 30726

2. Tooljoints (Pin & Box) shall be manufactured long enough to provide for a minimum of two full recuts and still have sufficient tong space excluding proud hardbanded area. Company’s coating, hardbanding and make & break specifications are attached and made a part of this Agreement.

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

3. The rental rate will be approximately $3,000/day assuming that 18 months will be remaining on the contract at time of pipe delivery and that the total cost of the pipe is approximately $1.29 million. The exact calculation will be made when the pipe is delivered and the total cost (based on good footage) and the remaining number of days in the term are known. The total rental amount to be recovered will be calculated at 1.27418155 times the total cost of the pipe. The total cost of the pipe will include inspection and transportation.

4. The rental rate shall begin upon delivery of the pipe to TODDI following acceptance in accordance with Company’s QA/QC specifications and inspection criteria. These specifications and criteria are made a part of this Agreement. The rental rate shall cease when the total rental paid equals 1.27418155 times the final cost of the pipe. The rental agreement will continue as long the Contract is in force however the rental rate will be zero after the total rental paid equals 1.27418155 times the final cost of the pipe.

5. Contractor shall furnish all handling equipment required for this pipe during the term of the rental at no cost to Company.

6. Initial inspection is included in the cost of the pipe. Company reserves the right to re-inspect the pipe at Company’s cost. Company will be responsible for all inspections during the term of the rental.

7. The pipe shall be treated as Contractor’s in-hole equipment per Article 22.3 of the Contract except for the cost of inspections.

8. During the term of the rental, Company will have the option of moving the pipe to another Transocean Rig at Company’s option and expense.

If you are in agreement with the above, please sign in the space provided below and return one fully executed copy of this letter to me for our files.

Sincerely,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

AGREED AND ACCEPTED THIS 3RD DAY OF FEBRUARY, 2003 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ PRINTED ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ TITLE Contracts Specialist

INTERNAL PLASTIC COATING OF	Procedure: BP-DEIP-IPC001	Revision: 1
DRILL PIPE AND WORKSTRINGS	Date: 6/6/02	Page: 1 Of: 7

B P DEIP INTERNAL PLASTIC

COATING OF DRILL PIPE AND WORKSTRINGS

Approved By: Date:

1.0 Scope.

1.1 This procedure details the BP GoM requirements for internal plastic coating of both new and used drill pipe, workstrings and pup joints. Additionally, this procedure details the BP GoM minimum requirements for used internal plastic coatings.

1.2 This procedure includes a visual examination of all threaded connections after internal blasting at final inspection. All workstring tubing, and workstring tubing pup joints will be full length drifted at final inspection.

2.0 Referenced Documents.

2.1 The following documents are used as references for establishing this procedure.

2.1.1 ▇▇▇▇ ▇▇-01-70

2.1.2 ▇▇▇▇ ▇▇-03-89

2.1.3 BP GoM OCTG Inspection Procedures and Requirements.

2.1.4 The Coating Contractor’s Standard Operating Procedures manual for the application and inspection of internal coatings.

3.0 Contractors Internal Coating Operating Procedures And Equipment Capabilities.

3.1 The coating Contractor shall provide to BP for approval, complete standard operating procedures and equipment capabilities applicable to the individual pieces of equipment utilized for this process. The procedures will be of sufficient detail to enable the operator to perform required setup, calibration and adjustments to the equipment for preparation, application and inspection of the coatings.

4.0 Requirements For Material And Equipment.

4.1 All material, equipment, tools and supplies furnished by the Contractor shall be of good quality and adequate design, shall be maintained in good condition during use, shall conform to the requirements described in the Contractor’s Specifications and Standard Operating Procedures and shall be subject to BP’s approval.

5.0 Preparation.

5.1 Thread protectors shall be removed cleaned and stored until they are re-applied after final inspection.

5.2 All threaded connections shall be cleaned with steam cleaners, soapy water, varsol or other mineral spirits.

5.3 The material will then be visually examined internally for obvious defects, such as ridges or rough surfaces that would limit the coat-ability of the material. Rejected lengths will be identified, marked, segregated from the prime material and BP will be notified. No attempt will be made to coat these lengths until corrections have been made. Material with uncorrectable damage will be classified as “not suitable for coating” (NSC).

5.4 The material will undergo a thermal cleaning by prebaking the material at 600° – 800° F (pipe temperature) for a minimum period of 2 hours or as agreed to by BP. Longer prebake periods may be required depending upon the characteristics of the material being processed.

5.5 In order to insure that the proper oven temperatures are maintained, the BP QA/QC Inspector will be given a copy of the heat charts. These heat charts will be included with the BP QA/QC Inspector’s final job report. Additionally, at BP’s request the contractor will satisfactorily demonstrate to the BP QA/QC Inspector that the surface temperature of the pipe meets but does not exceed the established temperature limitations during the thermal cleaning, regardless of the method by which the material is heated (i.e., conveyor system or batch ovens).

5.6 After thermal cleaning is completed, the material will be internally blasted “to white metal” with an abrasive material to thoroughly clean and roughen the metal surface in order to form a suitable anchor pattern for coating.

Note: “White metal” blast cleaning is defined by ▇▇▇▇ as follows: “White metal blasting cleaning is a method of preparing steel surfaces which, when viewed without magnification, shall be free of all visible oil, grease, dirt, drilling mud, cement, mill scale, rust, paint and coatings.” All surfaces blasted to “white metal” will be inspected visually from both ends, without magnification, using visual comparators to insure proper surface preparation to ▇▇▇▇ ▇▇-01-70.

5.7 The abrasive blasting operation will be repeated until the proper “white metal” surface condition is achieved.

5.8 The Material must be dry before abrasive blasting begins.

5.9 The compressed air used for abrasive blasting shall be free of water and oil. At the beginning of each shift the operator will verify this. The operator will partially open the air supply at the blast station and hold a clean cloth or blotter against the airflow. If any oil or water is found, the system must be cleaned or dried prior to abrasive cleaning. Air pressure will be provided at 85 to 110 P.S.I. as measured at the blast plot.

5.10 The abrasive materials used for cleaning will be coarse Flintabrasive, Garnet, or other abrasive material meeting the Contractor’s specifications. Prior to the start of the job, the Contractor shall present, blast material specifications and quality control procedures for abrasive materials, to BP for acceptance.

5.11 Prior to abrasive blasting, the material shall have protector masks installed to protect threads, seal areas and shoulders from damage.

5.12 After abrasive blasting, the material shall be thoroughly cleaned with dry, oil free compressed air to remove abrasive blasting material and other foreign material from the surface area.

5.13 The Contractor will conduct tests on both ends of the first 10 blasted pieces to establish that the anchor profile depth and appearance are satisfactory. Thereafter, tests will be conducted on both ends of every twenty-fifth piece. The test must be conducted with Testex Coarse Press-O-Film or equivalent and measured with the appropriate gauge. These tests will be conducted after full length blasting but before end blasting. Acceptable anchor profile depth will be verified to the Contractor’s Specifications. At BP’s request the BP QA/QC Inspector shall witness these tests, maintain the test results and include them with the final job report.

5.14 After the material is blasted and the anchor profile depth and appearance tests are completed, the material will be visually inspected to determine coat-ability. The material will be classified “not suitable for coating” (NSC), if, in the opinion of the Contractors representative or the BP QA/QC Inspector, the surface condition of the material would preclude application of coatings to the material in accordance with the Contractors Specifications. The Contractor must, however, make every reasonable effort to blast the surface of the material to a coat-able condition. The NSC material will be identified, marked and segregated from the coat-able material and BP shall be notified. If it is determined by the Contractor or the BP QA/QC Inspector that a second blast attempt on the NSC joint would possibly result in a coat-able piece, a second blast attempt, of at least two (2) passes, will be made.

6.0 Internal Plastic Coating Application.

6.1 Application of the coating material, as designated by BP, will be performed so that the required film thickness and coating properties are attained.

6.2 Coating, mixing, and thinning will be controlled in accordance with the Contractor’s Standard Operating Procedures. These procedures will specify the coating material handling requirements, mixing methods, and general equipment settings necessary for a quality application.

6.3 Individual coats should produce a uniform continuous coverage of the internal surface. When additional coats are required to meet specifications, those additional processes will be the decision and responsibility of the Contractor.

6.4 Prior to coating, the material shall be properly masked to protect the threads, seal areas and shoulders from coating overspray or damage.

6.5 When required, a sample from each batch of liquid coating will be taken. This sample will be sealed with tape, properly labeled with the batch number, job number and well charges. At BP’s request the BP QA/QC Inspector shall witness this process and initial each sample. The sample will be retained by the Contractor for subsequent evaluation, as directed, by BP.

6.6 Different coating batches will not be mixed on individual lengths of material.

6.7 The coating batch number(s) applicable to each BP order must be documented by the Contractor and retained in a permanent job file. At BP’s request the BP QA/QC Inspector will verify the coating batch(s) utilized and include them in the final job report.

6.8 The shelf life of the batch(s) utilized on the BP material will be verified and documented by the Contractor. If the age of the coating exceeds the manufacturer’s suggested shelf life, it will not be applied to the BP material. At BP’s request the BP QA/QC inspector will verify the shelf life of the batch(s) utilized and include them in the final job report.

6.9 The first coat of coating shall be applied as soon as possible after blasting. In no case shall coating be delayed more than one (1) hour without reblasting. If the event a rust bloom or visual oxidation occurs before the application of the first coat, the material must be re-blasted.

6.10 Coating thickness and number of coats shall be in accordance with the Contractor’s coating specifications and provide a dry film thickness (DFT) as specified by the Contractor.

6.11 Coating intermediate and final bake temperatures and times shall be in accordance with the Contractor’s coating specifications. Intermediate baking will be performed at 250° – 350° F for periods of 45 minutes to 1-1/2 hours depending on coating, material size and weight. Final baking will be done at temperatures of 400° – 500° F for periods of 1-4 hours depending on coating, material size and weight. The staging of temperatures during final bake is permitted. In order to insure that proper oven temperatures are maintained the BP QA/QC Inspector will be given a copy of the heat charts. These heat charts will be included with the BP QA/QC Inspector’s final job report. Additionally, at BP’s request the Contractor shall satisfactorily demonstrate to the BP QA/QC Inspector that the surface temperature of the material meets but does not exceed the established temperature limitations for both the intermediate and final bakes regardless of the method by which the material is heated (i.e., conveyor system or batch ovens).

6.12 Minor irregularities in individual coats may be repaired to meet specifications anytime prior to final bake at the option of the Contractor. Repairs of this nature are limited to the end area of material where thickness of repairs can be measured. Minor surface irregularities that are within the coating thickness specifications will be considered acceptable. Runs, sags, blobs, filled threads and/or blisters will be rejected.

6.13 The Contractor will conduct a sufficient number of visual and film thickness checks on the material in order to assure conformity to final product specifications.

7.0 Final Inspection.

7.1 After the final bake, the BP QA/QC Inspector shall conduct, at random, a dry film thickness test and visual inspection of the coated material. In addition to obvious defects such as blobs, blisters, etc., the visual inspection will verify that the final coating color is within the Contractors specifications. The color of the coating should be uniform throughout the entire length of the material.

7.2 The color of finished baked coatings is variable. The Contractor will maintain coating color standards at the coating facility. The coating color standards will be used to determine the acceptable finished color of all thermoset coatings. Lengths that contain coating color within the standard range of the coating color standards will be considered acceptable. After each final bake, the color will be verified with the proper comparator. The BP QA/QC Inspector shall witness the coating color inspection process.

7.3 The material shall be visually inspected from each end with sufficient light to detect any coating anomalies. The material will be sufficiently rotated during the visual inspection to inspect the entire inside area of the material. The material must be in a single layer for the inspection. Material will not be stacked during the final inspection. The final product should be free of runs, sags, and blisters. Surface roughness or surface irregularities will not be considered cause for rejection provided that the coating thickness is within specification.

7.4 The dry film thickness of the material will be measured on both ends of the material with a MIKROTEST DFG magnetic thickness gauge. The calibration of the thickness gauge will be conducted at the beginning of each shift or every eight hours, whichever comes first, and must be witnessed by the BP QA/QC Inspector. Material with coating thickness outside of the specified ranges (specified by the Contractor) will be rejected and reprocessed.

BP requires the average Dry Film Thickness to be .5 mils greater than the Contractor’s specified minimum Dry Film Thickness and .5 mils less than the Contractor’s specified maximum Dry Film Thickness. However, if any Dry Film Thickness measurement of the coating is not within this range, three additional Dry Film Thickness measurements must be taken. These measurements will be taken at 90°, 180°, and 270° and an average of the four readings will then be computed. If this average falls in the Contractor’s specified Dry Film Thickness range that end of the piece is acceptable and if this average falls out of the Contractor’s specified Dry Film Thickness range the whole piece is rejected.

7.5 Coatings on the face of the pipe ends are exempted from the standard minimum coating thickness requirements.

8.0 Holiday Testing.

8.1 Holiday testing will be performed per ▇▇▇▇ Standard TM-03-84 on each length of pipe coated with thin film holiday free internal coating. The testing will be performed utilizing a “▇▇▇▇▇▇-▇▇▇▇▇” type M-1 holiday tester or equivalent, which is calibrated at the beginning of each shift or when requested by the BP QA/QC Inspector. All calibrations and testing must be witnessed by the BP QA/QC Inspector. The procedure for holiday testing of the material is as follows:

• A 2” thick cellulose sponge probe head saturated with selected electrolyte and detergent will be employed.

• The sponge will be large enough to insure a 360° contact throughout the length of the pipe. The sponge will be replaced when worn.

• A constant potential of 67.5 volts DC will be maintained between the sponge probe and the body of the tube during testing. The negative lead shall be connected to the pipe and the positive lead shall have continuity to the sponge. The tester alarm shall be activated before the testing of each joint to insure that continuity exists between the tube body and the holiday tester.

• The sponge probe will be moved through the pipe at a rate of 60 fpm +5%.

• Each length of pipe will be holiday tested once at the Contractor’s facility. Thin film coatings will be defined as holiday free when the electrical resistance between the wet sponge and the tube body is at no point less than 80,000 ohms.

• The holiday test will be performed in both directions while running the wet sponge in and out of the tube.

• All thin film corrosion coatings for both new and used pipe will be holiday free and will be applied and tested in accordance with the methods outlined above.

• The holiday free specifications will apply only while the material is at the Contractor’s coating facility.

• All coated pipe that is rejected shall be reprocessed according to surface preparation, application, and inspection procedures as outlined in this specification. Those coated lengths not meeting holiday specifications after being coated a second time are to be classified as NSC. Any length that Contractor or BP determines to be unsuitable for coating (NSC) due to internal surface defects (e.g., slivers, pitting, etc.) will be set aside. This pipe will be reprocessed only upon instructions from BP.

9.0 Full Length Drifting.

9.1 After final inspection, each length will be full length drifted with a plastic or wooden drift mandrel meeting the applicable API specifications for coated material with the exception of drill pipe products, which do not require full length drifting.

10.0 Visual Thread Inspection.

10.1 After final inspection and full length drifting, is completed, the threads and sealing surfaces shall be visually inspected in accordance with the procedure BP-DEIP-P004. Thread compound, as specified by BP, will be applied to all threaded surfaces and the proper clean dry thread protectors installed.

11.1 Marking and Stenciling.

11.1 The Contractor will re-apply inspection bands and stencils as instructed by BP. Further, a clear mill varnish, acceptable to BP, will be applied to the outer surface of the material to prevent corrosion.

12.1 Documentation, Records And Reporting.

12.1 At the end of the job, the Contractor will provide BP the following documents:

• Prebake Heat Charts.

• Testex Coarse Press-O-Film test strips.

• Coating Batch number(s).

• Intermediate Bake Heat Charts.

• Final Bake Heat Charts.

• Final report, stating the piece quantity, Prime and rejects (including NSC), along with the footage’s. The reason for rejection must be reported.

• Individual pipe tally sheets indicating “threads off’ footage.

12.2 Documentation, records and reporting requirements as listed in BP-DEIP-P005 shall apply.

13.0 Health, Safety And Environmental.

13.1 Health, safety and environmental requirements as listed in BP-DEIP-P001 shall apply.

14.0 Visual Inspection Of Used Internal Plastic Coatings.

15.1 HARDBANDING OF DRILL PIPE TOOLJOINTS, Procedure: BP-DEIP-P002 Revision: 0 HEAVYWEIGHT DRILL PIPE AND DRILL COLLARS Date: 7/2/902

BP DEIP HARDBANDING OF

DRILL PIPE TOOLJOINTS HEAVY WEIGHT DRILL PIPE AND DRILL COLLARS

Approved By: Date:

1.0 Scope.

1.1 This procedure details the BP GoM requirements for the hardbanding of drill pipe tooljoints (loose or attached), heavyweight drill pipe and drill collars. It is applicable to new or used non-hardbanded material and material which requires re-hardbanding.

1.2 The application of proud wear resistant alloy hardfacing bands onto tooljoints, heavyweight drill pipe and drill collars significantly reduces external wear and casing wear.

2.0 Referenced Documents.

2.1 The following documents were used as reference for establishing this procedure.

2.1.1 Part 1 BP Drill-string Hardbanding Specification for General Release (4/6/2000).

2.1.2 ISO 9002 Quality Systems – Model for quality assurance in production and installation.

2.1.3 ISO 9003 Quality Systems – Model for quality assurance in final inspection and test.

2.1.4 API Q1 – Specification for Quality Programs.

2.1.5 ASME IX – ASME Boiler and Pressure Vessel Code. Welding and Brazing Qualifications.

2.1.6 ASTM E 709 – Standard Guide for Magnetic Particle Examination.

2.1.7 ASTM E 165 – Standard Test Method for Liquid Penetrant Examination.

2.1.8 API Specification 7 - Rotary Drill Stem Elements.

2.1.9 API Recommended Practice 7G - Drill Stem Design and Operating Limits.

3.0 Quality Assurance.

3.1 The Applicator shall operate a Quality Assurance organization responsible for formulating and implementing a Quality System, which insures that the requirements of this procedure are met.

3.2 The Applicator’s Ouality System shall be based on ISO 9002 and ISO 9003 or API Q1. Particular attention is drawn to Section 4.8.2 in ISO 9002 and Section 3.12 in API Q1 concerning Special Processes. Hardbanding and the associated practices are considered to be Special Processes and shall be qualified strictly in accordance with the requirements of this procedure.

3.3 The effectiveness of the Applicator’s Quality System will be subject to monitoring by BP and may be audited following and agreed period of notice.

4.0 Hardbandinq Types.

4.1 There are two basic types or categories of hardbanding for drill pipe tooljoints, heavyweight drill pipe and drill collars utilized in the Oil Industry today. These comprise weld overlays that consist of wear resistant alloys that do not contain tungsten carbide granules and weld overlays consisting of tungsten carbide granules within a metallic substrate (normally a low carbon steel). In this procedure these types will be referred to as “Wear Resistant Alloy Overlays” and “Tungsten Carbide Overlays”.

4.2 Wear Resistant Alloy Overlays. These materials are hard alloys containing no solid particles. Therefore, unlike tungsten carbide overlays, there is no possibility of hard particles standing proud or becoming exposed from a softer matrix and producing severe abrasive wear of the casing. Wear resistant alloy overlays are required when applying hardfacing for BP GoM and are strongly recommended verses tungsten carbide overlays in all cases.

4.3 Tungsten Carbide Overlays. These consist of granules of tungsten carbide in a steel matrix. The use of tungsten carbide overlays is not permitted when applying hardfacing for BP GoM on drill pipe tooljoints, heavyweight drill pipe or drill collars. The use of drill pipe with tungsten carbide overlays is not permitted without the express consent of the responsible BP Engineer. Since heavyweight drill pipe and drill collars are used in open-hole sections the majority of time while drilling, BP GoM may accept tungsten carbide overlays on these items. However, if tungsten carbide overlays are used on heavyweight drill pipe or drill collars BP GoM reserves the right to examine the hardfacing for acceptance on a case, by case basis.

5.0 Welding Issues.

5.1 Welding Processes. Hardbanding shall be deposited by the use of a mechanized GMAW welding technique using a solid wire or cored wire consumable. Self shielded or open arc welding techniques may also be used. Other techniques for the deposition of hardbanding may be proposed for consideration by BP.

The hardbanding shall be applied as individual circumferential weld beads laid side by side to achieve the specified width of hardbanding. The as welded surface shall be smooth and the adjacent beads shall be deposited with sufficient overlap to avoid the formation of inter-bead troughs or valleys. High crowns or severe ridges must also be avoided.

5.2 Preheat And Interpass Temperature. A minimum preheat temperature of 400°F shall be achieved through the full thickness of the component prior to the start of hardbanding or application of mild steel (butter-pass) and this temperature shall be maintained as the minimum interpass temperature throughout the welding process. The maximum interpass temperature for the application of hardbanding or mild steel shall be 650°F.

5.3 Post Weld Thermal Regime. Immediately on completion of welding, the component shall be subjected to one of the following alternative thermal regimes:

5.3.1 The temperature of the internal and external surface of the component shall be measured and if necessary the component shall be heated such that a temperature of 650°F is attained through the full thickness. The component shall then be allowed to slow cool to ambient temperature while fully wrapped in an insulating blanket or specially constructed insulating can. The components shall be kept under cover and shall not be exposed to any wind, drafts or rain during the cooling period.

5.3.2 The component shall be placed in an oven and maintained at a temperature of 400°F for a minimum period of two (2) hours prior to slow cooling under insulation, as detailed in section 5.3.1 above.

5.4 Welding Parameters. The welding parameters employed for hardbanding should be based on those recommended by the consumable manufacturer. However, it should be noted that these parameter values are often provided for guidance only and Applicators should undertake sufficient welding procedure development work to insure that they have established a stable welding condition prior to welding procedure qualification.

5.5 Welding Procedures (WPS). All welding procedures associated with the application of hardbanding or mild steel shall be qualified in accordance with ASME IX, QW 216, QW 453 and the requirements of this procedure. Production welding equipment shall be employed for the welding procedure qualification.

Individual welding procedures shall be qualified by the Applicator for:

• The application of flush and proud hardbanding. A separate WPS is required for each type of hard metal consumable.

• The application of mild steel.

• The application of mild steel (butter-pass), flush and proud hardbanding on re-hardbanded components. A separate WPS is required for each type of hard metal consumable.

The application of mild steel and hardbanding on re-hardbanded components may be qualified in a single procedure.

The welding procedure specification (WPS) and procedure qualification record (PQR) shall be submitted to BP GoM for approval prior to the commencement of any production welding. These documents shall be prepared in the ASME format with supplementary pages as necessary to provide a full and detailed description of the hardbanding procedure.

5.6 Welding Procedure Qualification (PQR). All welding procedure qualifications shall be performed on a 4145H tubular material, preferred size of 6 5/8” OD and 2 3/4” ID, representing a typical drill collar. The manufacturer’s certificate, including full details of heat treatment, mechanical testing results and chemical analysis, for this material and the welding consumable shall be included in the PQR documentation. All relevant welding parameters shall be monitored and recorded during the production of the test weld and reported in the PQR.

The hardbanding shall be allowed to stand at ambient temperature for a minimum of forty-eight (48) hours prior to the examination detailed in Note 3, QW 453. The acceptance criteria for this examination shall be as detailed in section 10.0 of this procedure.

Subsequent to the above an ultrasonic examination of the hardbanding and parent metal interface shall be performed to demonstrate freedom from lack of fusion or any under bead cracking. The surface of the hardbanding shall be prepared for this examination by machining or grinding. Testing shall examine the full width of the hardbanding at five equally spaced locations around the circumference.

Following the above ultrasonic examination the Rockwell hardness of each band of hardfacing shall be measured at each of the five locations and each hardness reading shall meet the published recommendations of the consumable supplier.

Two coupons shall be cut and prepared for examination as detailed in Note 8, QW 453 except that only one surface on each need be polished and etched. These coupons shall be taken at least 90° apart. A macrograph shall be taken of each prepared surface and included in the PQR.

Additionally, three (3) vertical hardness traverses shall be made across the fusion boundary from the weld deposit into the heat-affected zone of the 4145H material. These measurements shall be made using a ▇▇▇▇▇▇▇ indenter with either a 5kg or 10kg load.

A full chemical analysis shall be performed in accordance with Note 9, QW 453.

5.7 Manufacturing Reference Standards. Subsequent to the testing detailed in Section 5.6 above the remainder of the welding procedure qualification test piece shall be retained by the Applicator to act as a reference standard during production.

5.8 Welder/Machine Operators Performance Qualification. Working in accordance with a qualified WPS each hardbanding welder/machine operator shall manufacture a test piece as detailed in section 5.6 in order to demonstrate his ability. The test piece shall be subjected to the examination detailed in Note 3, QW 453 and meet the criteria outlined in section 10.0 of this procedure. Each welder/machine operator performing a successful welding procedure qualification test shall be deemed to have completed a satisfactory performance test.

The Applicator’s Quality Assurance department shall maintain a record of each welder/machine operator’s qualification and working experience. A welder/machine operators qualification shall lapse and re-qualification will be required if he/she does not perform hardbanding for a period exceeding three months.

5.9 Production Welding. Production welding shall be undertaken strictly in accordance with the qualified welding procedures. All welder/machine operators shall be qualified in accordance with section 5.8. A copy of the basic elements of the WPS shall be available for reference at each hardbanding station.

Appropriate shop floor supervision and detailed working procedures shall be available to ensure hardbanding is deposited to this Specification at all times. Regular monitoring and recording of preheat temperatures, welding set up, welding parameters and the post weld thermal regime shall form an integral part of these procedures. All production records shall be retained within the Applicator’s Quality System archives.

6.0 Hardbandinq Configurations.

6.1 Definitions. When applying new hardbanding and for the purposes of this procedure the following definitions shall apply.

• “Proud” hardbanding is an overlay that stands proud from the base material. Tolerances for proud hardbanding are + 3/32” to + 1/8” as measured from the base material surface.

• “Flush” hardbanding is an overlay that is flush with the base material surface. Tolerances for flush hardbanding are + 1/64” and — 0 as measured from the base material surface.

6.2 Drill Pipe Tooljoints. Hardbanding (Wear Resistant Alloy Overlay) shall be applied in the following locations:

• A three (3”) inch wide band on the box tooljoint OD next to the taper. These bands shall be applied proud.

• One 3/4” wide band on the box tooljoint 18° taper. This band shall be applied flush.

• Three 3/4” long fingers 120° apart projecting from the base of the hardbanding on the box tooljoint taper onto the box upset. Fingers shall be applied flush.

• A one and one half (1 1/2”) inch wide band on the pin tooljoint OD next to the taper. These bands shall be applied proud.

Figure 1.1 (Drill Pipe)

6.3 Heavy Weight Drill Pipe. Hardbanding (Wear Resistant Alloy Overlay) shall be applied in the following locations:

• One 4” inch wide band on the box and pin tooljoint OD next to the taper. These bands shall be applied proud.

• One 1” wide band on the tapered section of the box tooljoint. This band shall be applied flush.

• Two 3” wide bands on each end of the center wear pad. These bands shall be applied proud.

Figure 1.2 (Heavy Weight Drill Pipe)

6.4 Drill Collars With Slip Recess Groove. Hardbanding (Wear Resistant Alloy Overlay) shall be applied in the following locations:

• One, 4” wide band on the box end OD located 1” away from the beginning of the slip recess groove. This band shall be applied proud.

• One, 10” wide band on the drill collar OD located 1” away from the end of the slip recess groove. This band shall be applied proud.

Figure 1.3 (Drill Collar with Slip Recess Groove)

6.5 Drill Collars With Slip And Elevator Recess Grooves. Hardbanding (Wear Resistant Alloy Overlay) shall be applied in the following locations:

• One, 4” wide band on the box end OD located 1” away from the beginning of the slip recess groove. This band shall be applied proud.

• One, 1” wide band on the wear pad OD between the two recess grooves. This band shall be applied proud.

• One, 10” wide band on the drill collar OD located 1” away from the end of the slip recess groove. This band shall be applied proud.

Figure 1.4 (Drill Collar with Slip And Elevator Recess Grooves)

7.0 Pre-Hardbandinq Considerations.

7.1 Mill Slots, Chip Slots and Identification Grooves. Inspect the tooljoints to determine if there are mill slots, chip slots, identification grooves or other machined areas on the tooljoints that will interfere with the application of hardbanding per section 6.2. If machined areas exist and will interfere with the hardbanding application process notify the Material Supplier prior to hardbanding the material and obtain permission to fill the machined areas in with mild steel. The application of mild steel shall meet the requirements outlined in section 5.0 and 9.0.

7.2 Internal Plastic Coating. Inspect the material to determine if it is internally plastic coated. If the material is internally plastic coated notify the Material Supplier prior to hardbanding the material and inform the Material Supplier that the material will require re-coating after the hardbanding process.

Note: Under no circumstances shall material be filled with water during the hardbanding process to preserve the internal plastic coating.

7.3 Pre-Existing Hardband. Inspect the material to determine it the material has been previously hardbanded. If the material has been previously hardbanded notify the Material Supplier prior to the hardbanding the material and inform the Material Supplier that the existing hardbanding will have to be removed in accordance with section 9.0 prior to applying the new hardbanding.

Note: Under no circumstances shall new hardband be applied over pre-existing hardband of any type without prior approval by the BP QA/QC Manager.

8.0 Hardbanding Procedure.

8.1 Machining. When applying proud hardbanding, a groove shall be machined into the surface of the material prior to the application of hardbanding. The groove depth shall be 1/32” (+/-.010”) as measured from the surface of the material. When applying flush hardbanding, a groove shall be machined into the surface of the material prior to the application of hardbanding. The groove depth shall be 3/32” (- 0 + 1/32”) as measured from the surface of the material. When applying flush hardbanded fingers, three, 3/4” long, 1/2” wide and 3/32” deep slots shall be ground into the drill pipe box end upset. All groove and slot widths shall equal the intended width of the hardbanding to be applied as defined in section 6.0.

Note: It may be necessary to modify the groove depth on the box taper to achieve a smooth tie in to the three

(3) inch band located on the box OD.

8.2 Surface Preparation. Hardbanding shall be deposited onto a machined or ground white metal surface. This surface shall be free from dirt, drilling mud, cement, paint, rust, cutting fluid, grease etc. Additionally, a two (2) inch band on either side of the machined area shall be thoroughly cleaned and degreased.

8.3 Preheat. Preheat the area requiring hardbanding in accordance with the BP approved WPS (See section 5.0 for more details). The preheat temperature shall be verified on each area requiring hardbanding on each piece with a calibrated pyrometer or the properly rated temperature sticks. When temperature sticks are used the Applicator shall have at a minimum, temperature sticks rated to the preheat temperature and maximum interpass temperature.

8.4 Hardbanding Application. Apply hardbanding to the material in accordance with the BP approved WPS (See section 5.0 for more details).

8.5 Interpass Temperature. Monitor the interpass temperature throughout the hardband application process to insure the minimum and maximum interpass temperatures are maintained in accordance with the BP approved WPS (See section 5.0 for more details). The interpass temperature shall be measured with a calibrated pyrometer or the properly temperature sticks. When temperature sticks are used the Applicator shall have at a minimum, temperature sticks rated to the minimum interpass temperature and maximum interpass temperature.

8.6 Post Weld Thermal Regime / Slow Cooling. Immediately on completion of the hardband application, the material shall be subjected to a post weld thermal regime in accordance with the BP approved WPS (See section 5.0 for more details).

8.7 Surface Finish. After the material has slow cooled to ambient temperature, remove all weld spatter or protrusions by grinding, sanding or machining methods. Close control of the hardband welding parameters should result in a good surface finish, such that it is not usually necessary to grind, sand or machine the entire hardbanded surface.

Note: Unless specified by BP, Amorphous type hardfacings do not require post application grinding or sanding to increase the surface hardness of the material.

8.8 Inspection. Perform a dimensional inspection on each hardbanded area to insure the requirements outlined in section 6.0 have been met.

8.8.1 Perform a visual inspection on each hardbanded area. Acceptance and rejection criteria shall be per section 10.0.

Note: When required by BP, contrast paint shall be applied to the hardbanding in order to assist the visual examination.

8.8.2 Clean all connections and perform a visual inspection on the threaded and sealing surfaces in accordance with procedure BP-DEIP-P004.

8.8.3 Perform a bi-directional wet magnetic particle inspection on the HAZ and at least two (2) inches of the surrounding parent metal around all hardbanded areas. The bi-directional WMPI shall be performed in accordance with procedure BP-DEIP-P002 (the transverse MPI method shall be per section 7.0 and the longitudinal MPI method shall be per section 8.0). Acceptance and rejection criteria shall be per section 10.0.

8.9 Finishing. Blow the material ID out with compressed air to remove any debris. Apply the appropriate thread compound to all connections as specified by the Material Supplier and install clean dry thread protectors wrench tight. Apply a thin coat of rust inhibitor to the freshly hardbanded, ground, sanded or machined areas.

9.0 Removal of Existing Hardbanding and Application of Mild Steel.

9.1 Removal of Existing Hardbanding. The removal of existing hardbanding shall be performed with pre-approved methods or techniques such as, plasma arc gouging, grinding or machining. When plasma arc gouging techniques are used care shall be taken to minimize the heat input.

9.1.1 After removal of the existing hardbanding with plasma arc gouging techniques, the excavated area shall be machined smooth to provide a suitable surface for WMPI.

9.2 Inspection. All areas where previous hardbanding has been removed shall be etched with a 5% Nital solution to verify that all of the hardband material has been removed. This process shall be repeated as many times as necessary to insure all previous hardband material has been completely removed.

9.2.1 Perform a bi-directional wet magnetic particle inspection on all areas where hardbanding has been removed and all areas that have been affected during the removal process. The bi-directional WMPI shall be performed in accordance with procedure BP-DEIP-P002 (the transverse MPI method shall be per section

7.0 and the longitudinal MPI method shall be per section 8.0). Acceptance and rejection criteria shall be per section 10.0.

9.3 Application of Mild Steel. Apply mild steel to the previously excavated areas and/or mill slots, chip slots or identification grooves if necessary in accordance with the BP approved WPS (See section 5.0 for more details).

9.4 Machining. Machine the areas where mild steel has been applied back to the original OD or taper of the area.

Note: Grooves for new hardbanding as outlined in section 8.1 can be machined in conjunction with the above machining process prior to performing the WMPI detailed in section 9.5.

9.5 Inspection. Perform a bi-directional wet magnetic particle inspection on all areas where mild steel has been applied. The bi-directional WMPI shall be performed in accordance with procedure BP-DEIP-P002 (the transverse MPI method shall be per section 7.0 and the longitudinal MPI method shall be per section 8.0). Acceptance and rejection criteria shall be per section 10.0.

10.0 Acceptance Criteria.

10.1 Mild Steel And Parent Material. Relevant indications on the external or internal surface (including HAZ) of parts shall be removed by grinding or machining, provided that the part still conforms to BP’s, the Manufacturer’s or API acceptance criteria after the removal process.

Note: All areas that have had indications removed shall be re-inspected in accordance with the appropriate MPI method in accordance with procedure BP-DEIP-P002 section 7.0, 8.0 or 9.0 after the removal process to insure complete imperfection removal.

10.2 Wear Resistant Alloy Overlays. These hard wear resistant deposits possess relatively low ductility. Therefore, weld metal cracking often occurs transverse to the weld bead under the influence of residual stresses. Typically, these cracks may run straight across the weld bead or at an angle between 30° and 45°. Occasionally the cracks will interconnect. This is acceptable as long as the cracks are less than 1/16” wide or have a minimum spacing of 1/2” apart when the cracks run across the full width of the hardbanded region. If cracks fail to meet this criteria remove the deposit and re-hardband the material in accordance with sections 8.0 and 9.0.

Figure 1.5 (Transverse Cracks)

Figure 1.5 illustrates an acceptable configuration of transverse cracks. Crack widths are less than 1/16” and cracks extending the full width of the hardband deposit are greater than 1/2” apart.

If there are circumferentially running cracks, these are unacceptable where a single continuous crack is greater than 3” long, as they can result in a premature fatigue failure of the material. Additionally, flaking or spalling of the hardband deposit is unacceptable. In such circumstances remove the deposit and re-hardband the material in accordance with sections 8.0 and 9.0.

Figure 1.6 (Circumferential Cracks and Flaking)

Figure 1.5 illustrates unacceptable circumferential cracking and flaking and acceptable circumferential cracking.

Small troughs between individual weld beads are acceptable as long as they are no more than 1/8” wide or 1/16” deep.

Figure 1.7 (Inter-Bead Troughs)

Figure 1.7 illustrates Inter-Bead Troughs. “Troughs” are acceptable if less than 1/8” wide and 1/16” deep.

If any cracking is detected in the HAZ, mild steel or parent material, the hardbanding and cracked areas must be completely removed in accordance with section 9.0, provided that the material still conforms to BP’s, the Manufacturer’s or API acceptance criteria after the removal process. The area shall be re-hardbanded in accordance with section 8.0.

If there are surface breaking non-linear defects, such as porosity on the hardband weld beads greater than 1/8” diameter or 1/16” deep, these may be filled using semi-automatic GMAW or SMAW. This type of repair must be performed with a consumable matching the composition of the hardband material and will require a BP approved WPS (See section 5.0 for more details).

Note: The acceptance criteria outlined in this section are the minimum requirements BP will accept, regardless of the Hardband Manufacturer’s, Material Supplier or Applicator’s acceptance criteria. However, it is necessary to obtain and review the Hardband Manufacturer’s, Material Supplier and Applicator’s acceptance criteria to insure the material is inspected correctly.

11.0 Documentation, Records and Reporting.

11.1 The Applicator shall submit to BP an inspection record, which will clearly state that the hardbanding has been applied and inspected in accordance with this procedure. The scope and content of this record shall include:

• A reference list of the Applicator’s procedures used in the production of the hardbanding and a copy of the WPS(s) and PQR(s).

• A copy of all NDE reports.

11.2 Documentation, records and reporting requirements as listed in procedure BP-DEIP-P005 shall apply.

12.0 General Requirements.

12.1 General requirements as listed in procedure BP-DEIP-P001 shall apply.

13.0 Marking And Stenciling.

13.1 Marking and stenciling requirements as listed in procedure BP-DEIP-P001 shall apply.

14.0 Documentation, Records and Reporting.

14.1 Documentation, records and reporting requirements as listed in procedure BP-DEIP-P005 shall apply.

15.0 Health, Safety And Environmental.

15.1 Health, safety and environmental requirements as listed in BP-DEIP-P001 shall apply.

MAKE AND BREAK OF DRILL PIPE AND Procedure: BP-DEIP-MB001 Revision: 0 WORKSTRING TOOLJOINTS Date: 6/6/02

BP DEIP

MAKE AND BREAK OF DRILL PIPE AND WORKSTRING

TOOLJOINTS

Approved By: Date:

1.0 Scope.

1.1 This procedure describes the processes established to make and break new drill pipe and workstring tooljoints, both, affixed or loose.

1.2 Since newly machined connections are susceptible to galling the make and break process is utilized to break in new connections (tooljoints) by work hardening the connection surface.

2.0 Personnel Qualifications.

2.1 Personnel performing make and break operations must be trained and experienced in the operation of the make and break unit.

3.0 Required Materials & Equipment.

3.1 Hydraulic Make And Break Unit. The make and break unit shall be capable of making up and breaking out two joints of range III drill pipe together to the manufacturers recommended torque value.

3.1.1 The unit shall be equipped with load cells and gauges capable of indicating the torque values obtained in Ft./Lbs.

3.1.2 Calibration of the load cells and gauges on the make and break unit shall be performed a minimum of once every six (6) months. The calibration documentation shall be available for review at the job site.

3.1.3 The make and break unit shall be equipped with the properly sized power and backup tongs.

3.1.4 Power and backup tongs will utilize low stress, large contact surface area dies to reduce grip marks.

3.2 Additional Required Equipment. The following equipment shall be available on the job sight and in good working order: Depth (pit) gauge, files, 50’ metal tally tape, absorbent pad, catch pans, cleaning solvent, cleaning brushes, thread compound, dope brushes, assorted paints and metal markers.

4.0 Make And Break Procedures.

4.1 Remove the thread protectors and stack them off the ground to prevent contamination with dirt, grit, grass etc.

4.2 Visually inspect the condition of the thread compound to insure a thin uniform coat of make-up thread compound has been applied and is not contaminated with dirt, grit, rust, scale etc.

Note: The thread compound must be an approved make-up compound such as ZN-50 or Jet Lube Kopr-Kote. If the thread compound on the connections is not an approved make-up compound (i.e., kendex) it must removed by cleaning the connections with solvent, varsol etc. and drying the connections prior to applying the proper make-up thread compound.

4.3 Verify the make and break unit has been set up properly prior to commencing the make and break operation. The unit must be level and both tongs must be perpendicular to the tooljoints. In addition, the tooljoints shall be centered in the tongs and tong dies shall contact the tooljoints in a uniform fashion to prevent excessive grip marks and slippage.

4.4 Recommended torque values shall be obtained from the drill pipe manufacturer or their published documents prior to the start up of the make and break operation.

4.5 The make and break process shall consist of and be performed in the order listed below.

1. Make up a box and pin connection to 100% of the specified optimum torque value. Break out the box and pin connections.

2. Clean both connections and perform visual inspection for damages or excessive grip marks. Repair any minor damages with a file or ▇▇▇▇▇ cloth and apply a thin coating of dry moly lubricant over the repaired connection.

Note: If the connections are damaged beyond minor field repair shut the make and break operation down and contact the responsible BP Inspection Coordinator for further instructions.

3. Provided that the damages are minor or non-existent repeat the operations outlined in step one (1) above two

(2) more times without cleaning the connections.

4. After the third make and break cycle clean both connections and perform visual inspection for damages. Repair any minor damages with a file or ▇▇▇▇▇ cloth and apply a thin coating of dry moly lubricant over the repaired connection.

5. Repeat the operations outlined in steps one (1), two (2), three (3) and four (4) on the next four (4) sets of boxes and pins.

6. Provided that the damages are minor or non-existent on the first five (5) sets connections the remaining connections in the order shall be made up to 100% of the specified optimum torque value and broken out three

(3) consecutive times without cleaning the connections between make and break cycles.

7. Clean all connections after the final make and break cycle and perform a visual inspection for damages or excessive grip marks. Repair any minor damages with a file or ▇▇▇▇▇ cloth and apply a thin coating of dry moly lubricant over the repaired connection.

8. Allow the connections to dry or dry the connections with compressed air. Apply a thin, uniform film of the specified thread compound to all connections and install thread protectors wrench tight.

5.0 Visual And Dimensional Inspection.

5.1 Visual and dimensional requirements as listed in procedure BP-DEIP-P004 shall apply.

6.0 General Requirements.

6.1 General requirements as listed in procedure BP-DEIP-P001 shall apply.

7.0 Marking And Stenciling.

7.1 Marking and stenciling requirements as listed in procedure BP-DEIP-P001 shall apply.

8.0 Documentation, Records and Reporting.

8.1 Documentation, records and reporting requirements as listed in procedure BP-DEIP-P005 shall apply.

9.0 Health, Safety And Environmental.

9.1 Health, safety and environmental requirements as listed in BP-DEIP-P001 shall apply.

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

TRANSOCEAN HOLDINGS INC. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

January 6, 2003

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ — Atlantis ▇▇▇▇▇ Delivery Leader

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 by and between R&B Falcon Drilling Company predecessor in interest to Transocean Holdings Inc. (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the Deepwater Horizon)

Subject: Letter of Agreement for adding Offshore Safety Assistant CONTRACTOR-5121-2002-011

Dear ▇▇. ▇▇▇▇▇▇▇:

This letter will confirm our agreement to add additional Transocean personnel to the crew complement of the Deepwater Horizon. Upon execution of this Letter Agreement by Company, Contractor agrees to provide two (2) Offshore Safety Advisors (OSA) on the Deepwater Horizon in addition to those specified to be specified to be provided in Exhibit F-1 of the Contract as amended. Exhibits F-1 and F-2 of the Contract shall be amended, as of January 1, 2003 to provide for the following additional personnel:

Title On Board

Assigned

to Rig

Daily Rate per

Person w/ Burden

Hourly Overtime

Rate w/Burden

Offshore Safety Advisor 1 2 $ 930.23 NA

Therefore, the amended crew complement shall show one (1) OSA “On Board” and two (2) “Assigned to Rig”. The amended crew complement is attached. In summary, all rates in the Contract shall increase by $930.23 per day effective January 1, 2003. Except as specifically provided herein, all other terms and conditions of the Contract shall remain in full force and effect. Please indicate your agreement in the space provided below and return one fully executed copy of this letter to me for our files.

Sincerely,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

On Behalf of Transocean Holdings Inc..

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

Horizon – OSA TSF File #01-063

AGREED AND ACCEPTED THIS 27th DAY OF JANUARY, 2003 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ PRINTED ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ TITLE Contracts Specialist

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

TRANSOCEAN HOLDINGS INC. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

January 7, 2003

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ — Atlantis ▇▇▇▇▇ Delivery Leader

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 (“Contract”) by and between R&B Falcon Drilling Company predecessor in interest to Transocean Holdings Inc. (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the Deepwater Horizon)

Subject: Letter of Agreement for Recycling program — Deepwater Horizon CONTRACTOR-5121-2002-011

Dear ▇▇. ▇▇▇▇▇▇▇:

This letter will confirm our agreement that effective, January 1, 2003, the parties desire to amend the Contract in order for Contractor to implement a recycling program on the Deepwater Horizon and that Company shall reimburse Contractor for the costs and charges associated with this Service as detailed in Attachment 1, which is attached hereto and made a part of this Letter Agreement.

Except as expressly amended herein, the terms and conditions of the Contract, as previously amended, will remain in effect. Please indicate your agreement in the space provided below and return one fully executed copy of this letter to me for our files. If you have any questions, please contact ▇▇▇▇ ▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ or me at (▇▇▇) ▇▇▇-▇▇▇▇. Thank you for the opportunity to be of service.

Sincerely,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

On Behalf of Transocean Holdings Inc..

AGREED AND ACCEPTED THIS 7th DAY OF FEBRUARY, 2003 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ PRINTED ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ TITLE Contracts Specialist

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

Horizon – OSA TSF File #01-063

ATTACHMENT 1

SCOPE OF WORK AND COMPENSATION RECYCLING PROGRAM — DEEPWATER HORIZON

1. Scope of Work

Company has requested and Contractor has agreed to provide a recycling program covering recyclable waste materials from Contractor’s Deepwater Horizon Drilling Unit (“Rig”). This program will commence on 1/1, 2003 and shall continue for the remaining primary term of the Contract unless terminated by Company by providing written notice thirty (30) days in advance of the termination date.

Contractor (or its subcontractor) will provide the following services:

1. Provide a recycling service to reduce and separate the waste on the Rig.

2. Furnish recycling and general waste compactor units to the Rig.

3. Supply storage bins at dock locations for collection of recycled materials.

4. Collect and transport compacted bags of recycled materials from the storage bins.

5. Track and provide totals of the volume of recycled material collected

6. Maintain and repair compactor units as needed.

7. Training of Rig personnel in operating, tagging and delivery of the recycled materials to the storage bins

At the Fourchon dock location, Company shall be responsible for ensuring that properly marked recyclable material received at the dock is placed into the appropriate “Recycle the Gulf” storage bin(s) for collection.

2. Rates

Company shall reimburse Contractor the following fees and costs during the term of this recycling service: Service Fee $75.00/day

This Service Fee includes:

1. Equipment on the Rig to separate and compact recyclables

2. Storage Bin located at dock location (Fourchon)

3. Pick up and transportation (from Fourchon dock)

4. Employee Training packet

5. Processing service

Recycle the Gulf Bags — New

5.5 cuft Tri-2 Bags 14 cuft 6 x 2 bags

$ 10.35/each

$ 10.15/each

Model 4000 Trash Compactor Bags $ 10.20/each

Processing Fee (per bag of recycled material) $ 1.85/bag

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Senior Vice President, Chief Financial Officer and Treasurer

TRANSOCEAN OFFSHORE DEEPWATER DRILLING, INC. ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (77046)

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

February 18, 2003

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 by and between R&B Falcon Drilling Company predecessor in interest to Transocean Holdings Inc. (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the Deepwater Horizon)

Subject: Direct Payment of Invoices

CONTRACTOR-5121-2002-011

Dear ▇▇▇▇▇,

This letter is a formal request for BP to pay invoices related to the Contract referenced above by wire transfer to the following account:

Transocean Holdings Inc ▇▇▇▇▇ Fargo Bank Houston, Texas

Beneficiary: Transocean Holdings Inc Account number:

ABA Number:

SWIFT Number:

Thank you for your cooperation. If you have any questions, please contact ▇▇▇▇ ▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇. Thank you for the opportunity to be of service.

Sincerely,

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Senior Vice President, Chief Financial Officer & Treasurer

cc: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

TRANSOCEAN HOLDINGS INC. ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

February 28, 2003

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 by and between R&B Falcon Drilling Company predecessor in interest to Transocean Holdings Inc. (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the Deepwater Horizon)

Subject: Letter of Agreement for Cost Escalation 2003 CONTRACTOR-5121-2002-011

Dear ▇▇▇▇▇,

We performed the “annual” cost analysis for the Deepwater Horizon as of January 1, 2003 in accordance with Article 2.3 “Adjustment in Dayrates” of the Contract referenced above. The following table summarizes the Baseline Cost changes detailed on the attached schedule “Basis for Cost Escalation”:

Reference	2001 Baseline Costs plus Previous Agreements	Actual Baseline Costs @ Jan. 1, 2003	Increase/ (Decrease)	Dayrate Increase/ (Decrease)
2.3.2a Base Labor Costs	$ 36,008	$ 36,139	$ 131	*
2.3.2b Catering Costs	$ 2,366	$ 2,780	$ 414	$ 414
2.3.2c Maintenance Element	13,851	13,946	$ 95	*
2.3.2d Insurance	$ 1,799	$ 5,137	$ 3,338	$ 3,338
Total	$ 54,024/day	$ 58,002/day		$ 3,752/day

* According to Article 2.3.2, rates for each item must vary by => 5% before they can be adjusted. Notes:

2.3.2a Base Labor rates did not change but several of our “burdens” did change on January 1. FICA limits increased as well as pension accruals and some insurance related items. We reduced the utilization bonus. The net result was a slight increase but not the 5% required to trigger an increase. Please note that the total includes all personnel added by letter agreement.

2.3.2b Contractor’s cost of catering has increased from $27.20 per man per day to $31.95, an increase of 17.5%. Please note the catering cost shown on the accompanying schedule only reflects the crew complement in the contract (77 on board the rig) while we actually have 83.

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

E-17

Horizon – Escalation 2003 TSF File #01-063

2.3.2c The Maintenance Element of the Baseline Cost increased $95 per day based on the change on the relevant Producer Price Index. The Index number for December 2002 increased to 146.8 from 145.8 in August of 2001, an increase of .69 %. The Bureau of Labor Statistics Data for the Producer Price Index series ID: WPU119102 is attached. Since the change was less than 5% we did not include it in the rate adjustment.

2.3.2d The insurance element increased $3,338 per day for a 186% increase and accounts for the majority of the overall cost increase. The cost of the various coverages is broken out on the accompanying schedule. Insurance costs increased dramatically throughout the industry for reasons already discussed. Please note that we lowered the insured value of the rig from $350 million to $320 million and increased the deductible from $500,000 to $10 million to reduce the H&M premium. Without the increased deductible, the premiums would have been significantly higher. Basically, we are self-insured for the first $10 million of coverage. The Marine P&I insurance cost shown on the accompanying schedule reflects a $4,832 per assigned person per year accrual determined by our insurance company for the self-insured $10 million.

The following documents are attached for reference: 1) “Basis for Cost Escalations” schedule; 2) “Adjusted Base Labor as of January 1, 2003”; 3) the Bureau of Labor Statistics Data for the relevant Producer Price Index, and 4) a statement of our annual insurance premiums.

In summary, all rates in the Contract shall increase by $3,752 per day effective January 1, 2003. Except as specifically provided herein, all other terms and conditions of the Contract shall remain in full force and effect.

Please indicate your agreement in the space provided below and return one fully executed copy of this letter to me for our files. If you have any questions, please contact ▇▇▇▇ ▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ or me at (▇▇▇) ▇▇▇-▇▇▇▇. Thank you for the opportunity to be of service.

Sincerely,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

On Behalf of R & B Falcon Drilling Co.

AGREED AND ACCEPTED THIS 17 DAY OF APRIL, 2003 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇ PRINTED ▇. ▇. ▇▇▇▇▇▇▇▇▇▇ TITLE VP Exploration

E-18 2

BASIS FOR COST ESCALATIONS DEEPWATER HORIZON

January 1, 2003

$ Per Day

2.3.2a) Base Labor Cost:

Labor & Burden (for original Contract

2001 Baseline Costs Plus

Agreements

2001 Baseline Costs Plus Subsequent

Agreements

January 2003 Actual Baseline

Costs

Actual

Variance

Dayrate

Increase

Adjusted 2003

Baseline Costs

Crew Complement) $ 25,476 $ 25,476 $ 25,598 $ 122 $ 25,476 Training & Transportation Costs (for

original Contract Crew Complement) $ 2,820 $ 2,820 $ 2,820 $ 0 $ 2,820

** Labor & Burden for 7 Addl Personnel

included in 2001 Baseline Calc. $ 2,278 NA NA NA NA

** Training & Transportation Costs (7 Addl

Personnel incl. In 2001) $ 335 NA NA NA NA

*** Labor & Burden (18 Addl Pers. (incl. 7

added above) @ Jan 2003) $ 0 $ 6,852 $ 6,860 $ 9 $ 6,852

Total Base Labor Cost Percentage Increase

30,909 $

36,008 $

36,139 $

131

036%*

0 $

36,008

*** Training & Transportation Costs (18 Addl

Personnel - Onboard) $ 0 $ 860 $ 860 $ 0 $ 860

2.3.2b) Base Catering Cost:

59 Contractor Personnel in Original

Contract $ 1,605 $ 1,605 $ 1,885 $ 280 $ 1,885

** 7 Additional Personnel included in 2001

Baseline Cost Calculation $ 190 NA NA NA NA

*** 18 Additional Personnel (including the 7

Addtl. Included in 2001) $ 0 $ 490 $ 576 $ 86 $ 576

Total Base Catering Costs Percentage Increase

2,067 $

2,366 $

2,780 $

414 $ 17.5%

414 $

2,780

10 Company Personnel $ 272 $ 272 $ 320 $ 48 $ 320

2.3.2c) Base Maintenance Element: $ 13,851 $ 13,851 $ 13,946 $ 95 $ 0 $ 13,851 Percentage Increase 0.69%*

2.3.2d) Base Insurance Cost:

Hull & Machinery $ 1,289 $ 1,289 $ 2,422 $ 1,133 $ 2,422

Marine P&I $ 343 $ 343 $ 2,039 $ 1,695 $ 2,039

Excess Liability $ 72 $ 72 $ 520 $ 448 $ 520

Brokers Fee $ 94 $ 94 $ 110 $ 15 $ 110

Oil Pollution $ 0 $ 0 $ 46 $ 46 $ 46

Total Base Insurance Cost: Percentage Increase

1,799 $

5,137 $

3,338 $

185.6%

3,338 $

5,137

Total

$ 48,626 $

54,024 $

58,002 $

3,977 $

3,752 $

57,776

Total Dayrate Increase =

$ 3,752/day

* Note: The Index did not vary by 5% so the baseline cost and index stays the same as in 2001

** Note: The 7 Addl Personnel are shown as line items to identify that they were included in the previous (2001) escalation.

*** 18 Addtl. Personnel represent all addtl. Personnel added to the crew complement since the original contract.

E-19 3

DEEPWATER HORIZON

Adjusted Labor as of January 1, 2003

A B C D

GOM Base Labor GOM Overtime Rates

No. Of Personnel Daily Rate per Daily

On Assigned

person (inc.

Total Daily on

Overtime

Hourly

Board

To Rig JOB CLASSIFICATION TT&C)

Board Cost

Rates

Overtime Rates

1	2	OIM	965.59	871.93	824.67	68.72
1	2	OSA - Horizon	889.04	795.38	748.12	62.34
3	6	Toolpusher	786.15	2,077.48	645.23	53.77
2	4	Driller	662.47	1,137.62	621.66	51.81
4	8	Assistant Driller	511.05	1,669.57	441.18	36.76
2	4	Pumpman	430.72	674.11	345.42	28.79
12	24	Floorman	386.35	3,901.75	342.26	28.52
14	28	Roustabouts	346.81	3,998.53	295.13	24.59
1	2	Welder	494.23	400.57	421.13	35.09
4	8	Crane Operator	511.05	1,009.57	441.10	36.76
2	4	Chief Mechanic	595.17	1,003.03	541.45	45.12
1	2	Mechanic	490.02	396.36	416.11	34.68
2	4	Motor Operator	386.77	651.13	342.76	28.56
1	2	Electrical Supervisor	675.09	581.43	534.17	44.51
2	4	Chief Electrician	595.17	1,003.03	541.45	45.12
1	2	Electrician	490.02	396.36	416.11	34.68
2	4	Chief Electronic Technician	603.59	1,019.85	551.47	45.96
1	2	Senior Sub Sea Sup	777.26	683.60	636.35	53.03
1	2	Assistant Subsea	561.53	467.87	501.34	41.78
2	4	Material Co-Ordinator	456.37	725.43	376.00	31.33
1	2	Master	863.11	769.45	722.19	60.18
1	2	Chief Mate	687.71	594.05	651.74	54.31
1	2	Chief Engineer	803.26	709.59	662.34	55.19
1	2	1st Assistant Engineer	645.65	551.99	601.61	50.13
2	4	2nd Assistant Engineer	612.00	1,036.68	561.50	46.79
2	4	DP Operator	561.53	935.73	501.34	41.78
2	4	Assistant Dp Operator	477.40	767.49	401.07	33.42
2	4	Deck Pusher	497.81	873.21	475.11	39.59
1	2	Bosun	477.40	383.74	401.07	33.42
3	6	AB ▇▇▇▇▇▇	403.59	1,027.17	362.81	30.23
1	2	RSTT	485.82	392.16	411.10	34.26
1	2	Medic	385.88	292.22	291.98	24.33
0	0	-	—	—	—	—
0	0	-	—	—	—	—
0	0	-	—	—	—	—
0	0	-	—	—	—	—
0	0	-	—	—	—	—
0	0	-	—	—	—	—
0	0	-	—	—	—	—
0	0	-	—	—	—	—
77	154 Total Labor Costs = $ 32,458.08

The figures in column “A” are to be used as the basis for adding personnel to the permanent crew and for determining the credit for crew members short. This includes all Training, Transportation and Catering costs.

The figures in column “B” are the daily cost of all crew members excluding Training, Transportation and Catering costs.

The figures in column “C” are the daily cost of overtime excluding Training, Transportation and Catering costs (assuming a daily schedule of 12 hours)

The figures in column “D” are the hourly cost of overtime excluding Training, Transportation and Catering costs.

▇-▇▇ ▇

▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ DRILLING INC.

▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇

Transocean Holdings, Inc.

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Annual Premiums for Deepwater Horizon 2003 ▇▇▇▇▇,

Current Insurance as of January 1, 2003:

Coverage:

Insured Value: Deductible:

NET ANNUAL PREMIUM:

All Risk Hull & Machinery

$ 320,000,000

$10,000,000

$ 883,943

Coverage: Deductible:

NET ANNUAL COST:

Primary Marine Protection & Indemnity

$10,000,000 per occurrence

$ 744,235*

Coverage:

Insured Value: Deductible:

NET ANNUAL PREMIUM:

Excess Liability

$452,000,000

XS of Primary Marine P & I

$ 189,799

Coverage:

NET ANNUAL PREMIUM:

Oil Pollution

$ 16,820

U.S. Broker: Annual Fee:

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc

$ 40,024

* Based on Self Insured Accrual of $4,832 per person x 154 people assigned

(▇▇▇) ▇▇▇-▇▇▇▇ FAX (▇▇▇) ▇▇▇-▇▇▇▇ TEL ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

E-21

Public Data Query

U. S. Department of Labor Bureau of Labor Statistics Bureau of Labor Statistics Data

▇▇▇.▇▇▇.▇▇▇ Search | A-Z Index

BLS Home | Programs & Surveys | Get Detailed Statistics | Glossary | What’s New | Find It! In DOL

Change

Output From: 1992 To 2002 Go

Options:

include graphs NEW! More Formatting Options

Data extracted on: January 31, 2003 (12:09:59 PM) Producer Price Index-Commodities

Series Id: WPU119102 Not Seasonally Adjusted

Group: Machinery and equipment

Item: Oil field and gas field drilling machinery

Base Date: 8200

Year	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec	Annual
1992	110.1	110.1	110.1	110.1	110.2	110.4	110.6	110.6	110.6	110.8	112.4	112.5	110.7
1993	112.8	112.9	113.3	112.1	112.0	112.2	112.3	112.3	113.4	113.4	113.4	114.6	112.9
1994	114.6	114.6	114.6	114.6	114.7	114.9	115.4	115.4	115.9	117.8	117.8	117.8	115.7
1995	118.3	118.6	119.2	119.2	119.3	119.6	120.4	120.4	120.4	122.0	122.2	122.2	120.1
1996	124.0	124.0	124.0	124.3	124.2	124.8	125.3	125.3	125.3	126.2	126.6	127.1	125.1
1997	127.7	127.9	128.6	129.1	129.2	129.3	129.3	129.5	129.7	130.3	131.4	132.0	129.5
1998	133.1	132.9	133.1	133.0	133.0	133.0	132.9	132.9	132.9	133.6	133.6	133.6	133.1
1999	133.8	133.7	133.7	133.9	133.9	134.0	134.0	133.7	133.7	133.7	134.4	134.6	133.9
2000	134.9	136.3	136.3	136.3	136.5	136.5	136.5	136.6	136.7	138.7	138.7	138.7	136.9
2001	143.5	143.9	144.0	144.0	144.0	145.5	145.6	145.8	145.7	146.1	146.1	146.1	145.0
2002	146.2	146.2	146.6	146.6	146.4	146.4	146.4	146.4	146.8(P)	146.8(P)	146.8(P)	146.8(P)	146.5(P)

(P): Preliminary. All indexes are subject to revision four months after original publication.

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E-22 1

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING ▇▇▇▇▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇, ▇▇▇▇

▇▇ America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇

TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 by and between R&B Falcon Drilling Company predecessor in interest to Transocean Holdings Inc. (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the Deepwater Horizon)

Subject: Letter of Agreement for Rental of 6 5/8” HWDP CONTRACTOR-5121-2002-011

Dear ▇▇▇▇▇,

This letter is to reflect our agreement to purchase 23 joints of 6 5/8” drill pipe (per ▇▇▇▇▇’▇ Quote No. D03-0557) and rent it to BP over the remaining term of the Contract referenced above. The total rental amount will be 1.27418155 times the cost of the pipe. The pipe cost $107,311.56 including inspection. Therefore, the total rental payment will be $136,734.40 over the remaining term of the contract. We received the pipe on March 3, 2003. Therefore, the rental rate will be $242.01 per day starting March 4, 2003 and ending September 18, 2004. If the Contract should be terminated for any reason, BP agrees to pay the difference between $136,734.40 and the total rental paid up to that time. BP will be responsible for all inspections during the term of the rental. The pipe shall be treated as Contractor’s in-hole equipment per Article 22 of the Contract.

Sincerely,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

AGREED AND ACCEPTED THIS 14th DAY OF APRIL, 2003 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ PRINTED ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ TITLE Contracts Specialist

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

March 20, 2003

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇

TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 by and between R&B Falcon Drilling Company (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the Deepwater Horizon)

Subject: Letter of Agreement for 6 5/8” Drill Pipe Rental dated November 1, 2002 CONTRACTOR-5121-2002-011

Dear ▇▇▇▇▇,

This letter is to document the actual cost and daily rental rate for the 6 5/8” drill pipe referenced in our November 1, 2002 letter agreement.

According to the November 1, 2002 Agreement, the total rental amount will be 1.27418155 times the actual cost of the pipe. The pipe cost $1,352,110.27 including trucking and inspection so the total rental payment will be $1,722,833.96 over the remaining term of the contract. Therefore, the daily rental rate will be $3,208.26 per day starting on April 1, 2003 and continuing through September 18, 2004 (537 days). If the contract is terminated for any reason prior to September 18, 2004, BP agrees to pay the difference between

$1,722,833.96 and the total rental paid up to the time of termination.

BP will be responsible for all inspections during the term of the rental. The pipe shall be treated as Contractor’s in-hole equipment per Article 22 of the Contract.

Sincerely,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

AGREED AND ACCEPTED THIS 14th DAY OF APRIL, 2003

BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ PRINTED ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ TITLE Contracts Specialist

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

November 1, 2002

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇

TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 (“Contract”) by and between R&B Falcon Drilling Company predecessor in interest to Transocean Holdings, Inc,(“Contractor or TODDI”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the Deepwater Horizon)

Subject: Letter of Agreement for 6 5/8” Drill Pipe Rental CONTRACTOR-5121-2002-011

Dear ▇▇▇▇▇,

Company and TODDI hereby agree to the following terms and conditions:

1. TODDI shall purchase the following pipe and rent it to Company over the remaining term of the Contract referenced above. Specifications of the pipe are as follows:

Footage	18,000	Joints	439
Pipe OD	6 5/8”	Connection	6 5/8 FH
Weight	34.01	OD	8 1/4”
Grade	S-135	ID	4 1/4”
Upset	IEU	Pin Tong	10”
Range	3	Box Tong	13”
Internal Coating	TK34 XT*	Hardfacing Pin	None
Inspection	Truscope AS	Hardfacing Box	Armacor M
Delivery Make & Break & 95% wall included	16 weeks*

* Changes from Grant Prideco quote 30726

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

5. Contractor shall furnish all handling equipment required for this pipe during the term of the rental at no cost to Company.

7. The pipe shall be treated as Contractor’s in-hole equipment per Article 22.3 of the Contract except for the cost of inspections.

8. During the term of the rental, Company will have the option of moving the pipe to another Transocean Rig at Company’s option and expense.

If you are in agreement with the above, please sign in the space provided below and return one fully executed copy of this letter to me for our files.

Sincerely,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

AGREED AND ACCEPTED THIS 3RD DAY OF FEBRUARY, 2003 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ PRINTED ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ TITLE Contracts Specialist

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

November 12, 2003

BP Deepwater Development Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ – Atlantis ▇▇▇▇▇ Delivery Leader

TRANSOCEAN HOLDINGS INC. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 by and between R&B Falcon Drilling Company predecessor in interest to Transocean Holdings Inc. (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the Deepwater Horizon)

Subject: Letter of Agreement for adding Tool Pusher in BP’s Office CONTRACTOR-5121-2002-011

Dear ▇▇. ▇▇▇▇▇▇▇:

Upon execution of this Letter Agreement by COMPANY, CONTRACTOR agrees to provide one (1) Tool Pusher to work in BP’s offices in addition to those specified in Exhibit F-1 of the Contract as amended.

COMPANY has requested and CONTRACTOR agrees that CONTRACTOR will provide one (1) additional Sr. Toolpusher to work in COMPANY’s offices during the Atlantis Project. The Sr. Toolpusher will be shore based and work at COMPANY’s offices as required to support the Atlantis Project on an even rotating schedule. Work will commence on or about December 1, 2003.

CONTRACTOR shall invoice COMPANY at the rate of US$786 (Seven Hundred Eighty Six) per day worked and for all documented reasonable and necessary travel costs and living (room and board) expenses (at no ▇▇▇▇-up to actual costs). The Sr. Toolpusher will be available for work seven days a week on 14 day on and 14 day off schedule and COMPANY shall be billed monthly for every day available for work during the month. CONTRACTOR will supply supporting documentation with each monthly invoice as evidence of days available for work.

COMPANY reserves the right to release the services of the Sr. Toolpusher at anytime upon thirty (30) days prior written notice to CONTRACTOR. COMPANY and CONTRACTOR will document when the Sr. Toolpusher is released from duty for services on this special Atlantis Project assignment, thus ending the applicability of this contract amendment.

Except as specifically provided herein, all other terms and conditions of the Contract shall remain in full force and effect. Please indicate your agreement in the space provided below and return one fully executed copy of this letter to me for our files.

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

Horizon – TP in BP’s office TSF File #01-063

Sincerely,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

On Behalf of Transocean Holdings Inc.,

AGREED AND ACCEPTED THIS 1st DAY OF DECEMBER, 2003 BP DEEPWATER DEVELOPMENT COMPANY

SIGNED /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ PRINTED ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ TITLE Contracts Specialist

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

February 28, 2004

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇

TRANSOCEAN HOLDINGS INC. ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 by and between R&B Falcon Drilling Company predecessor in interest to Transocean Holdings Inc. (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the Deepwater Horizon)

Subject: Letter of Agreement for Cost Escalation 2003

Transocean Ref: ▇▇▇▇-▇▇▇▇▇▇▇-▇▇▇

Dear ▇▇▇▇▇,

We performed the “annual” cost analysis for the Deepwater Horizon as of January 1, 2004 in accordance with Article 2.3 “Adjustment in Dayrates” of the Contract referenced above. The following table summarizes the Baseline Cost changes detailed on the attached schedule “Basis for Cost Escalation”:

2003 Baseline Costs plus Previous Reference Agreements	Actual Baseline Costs @ Jan. 1, 2003	Increase/ (Decrease)	Dayrate Increase/ (Decrease)
2.3.2a Base Labor Costs $ 36,008	$ 36,099	$ 91	*
2.3.2b Catering Costs $ 2,780	$ 2,650	$ (130)	$ (130)
2.3.2c Maintenance Element $ 13,851	$ 14,589	$ 738	$ 738
2.3.2d Insurance $ 5,137	$ 5,137	0
Total $ 57,776/day	$ 58,475/day		$ 608day

* According to Article 2.3.2, rates for each item must vary by => 5% before they can be adjusted. Notes:

2.3.2a Base Labor rates changed by the adjustment of the utilization bonus and pension accruals. The net result was a slight increase but not the 5% required to trigger an increase.

2.3.2b We have changed catering companies on the Horizon which has provided a decrease from $31.95 per man per day to $30.45, a decrease of 6.3%. Please note the catering cost shown on the accompanying schedule only reflects the crew complement in the contract (77 on board the rig) while we actually have 83.

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

E-23

Horizon – Escalation 2004 TSF File #01-063

2.3.2c The Maintenance Element of the Baseline Cost increased $738 per day based on the change on the relevant Producer Price Index. The Index number for December 2003 increased to 153.8 from 145.8 in August of 2001, an increase of 5.33%. The Bureau of Labor Statistics Data for the Producer Price Index series ID: WPU119102 is attached.

2.3.2d Costs of insurance premiums have not changed due to the fact that our Risk Department negotiated a 14 month agreement for the previous increases. We will keep you advised of any increases regarding insurance.

The following documents are attached for reference: 1) “Basis for Cost Escalations” schedule; 2) “Adjusted Base Labor as of January 1, 2004”; and 3) the Bureau of Labor Statistics Data for the relevant Producer Price Index.

In summary, the following adjustments will be made:

Paragraph 2.3.2b (130)

Paragraph 2.3.2c 738

Total Increase $ 608 net increase effective January 1, 2004

Except as specifically provided herein, all other terms and conditions of the Contract shall remain in full force and effect.

Sincerely,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

On Behalf of R & B Falcon Drilling Co.

AGREED AND ACCEPTED THIS 31 DAY OF MARCH, 2004 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ PRINTED ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TITLE ▇▇▇▇▇ Manager

E-24 2

BASIS FOR COST ESCALATIONS DEEPWATER HORIZON

January 1, 2004

$ Per Day

Clause No.:

January 2003 Actual Baseline

Costs

January 2004 Actual Baseline

Costs Variance

Adjusted 2004

Baseline Costs

2.3.2a) Base Labor Cost:

Labor & Burden (per schedule) $ 25,476 $ 25,626 $ 150 $ 25,476

Training & Transportation Costs $ 2,820 $ 3,024 $ 204 $ 2,820

** Labor & Burden (18 Addl Personnel -

Onboard) $ 6,852 $ 6,792 $ -59 $ 6,852

Total Base Labor Cost Percentage Increase

$

36,008 $

36,099 $

91 0.25%*

$

36,008

** (Training & Transportation Costs (18 Addl

Personnel - Onboard) $ 860 $ 656 $ -204 $ 860

2.3.2b) Base Catering Cost:
59 Contractor Personnel	$ 1,885	$ 1,797	$ -88	$ 1,797
** 18 Additional Personnel	$ 576	$ 549	$ -27	$ 549
10 Company Personnel	$ 320	$ 305	$ -15	$ 305
Total Base Catering Costs	$ 2,780	$ 2,650	$ -130	$ 2,650
Percentage Increase			-6.3%

2.3.2c) Base Maintenance Element:	$ 13,851	$ 14,589	$ 738	$ 14,589
Percentage Increase			5.33%

2.3.2d) Base Insurance Cost:
Hull & Machinery	$ 2,422	$ 2,422		$ 0		$ 2,422
Marine P&I	$ 2,039	$ 2,039		$ 0		$ 2,039
Excess Liability	$ 520	$ 520		$ 0		$ 521
Brokers Fee	$ 110	$ 110		$ 0		$ 110
Oil Pollution	$ 46	$ 46		$ 0		$ 46
Total Base Insurance Cost:	$ 5,137	$ 5,137		$ 0		$ 5,137
Percentage Increase				0.0%

Total Baseline Operating Costs	$ 57,776	$	58,475	$	608	$	58,384

Total Dayrate Increase = $ 608/day

* Note: The Index did not vary by 5% so the baseline cost and index stays the same as in 2003

**Note: The 7 Addl Personnel are included as line items to identify that they were included in the previous escalation.

The 18 Addl Personnel includes all personnel added to the contract and these lines indicate the increases on all Addl Personnel.

E-25

DEEPWATER HORIZON

Adjusted Labor as of January 1, 2004

		A B			C D
		GOM Base Labor			GOM Overtime Rates
No. of Personnel		Daily Rate per			Daily
On	Assigned To		person (inc.	Total Daily on	Overtime	Hourly
Board	Rig	JOB CLASSIFICATION	TT&C)	Board Cost	Rates	Overtime Rates
1	2	OIM	958.32	866.16	818.90	68.24
1	2	OSA - Horizon	868.26	776.10	728.84	60.74
3	6	Toolpusher	793.31	2,103.44	653.89	54.49
2	4	Driller	659.31	1,134.31	619.69	51.64
4	8	Assistant Driller	508.91	1,667.01	440.42	36.70
2	4	Pumpman	427.86	671.40	343.80	28.65
12	24	Floorman	383.58	3,886.55	340.75	28.40
14	28	Roustabouts	342.07	3,953.17	291.27	24.27
1	2	Welder	483.29	391.13	409.87	34.16
4	8	Crane Operator	499.66	1,630.00	429.39	35.78
2	4	Chief Mechanic	591.28	998.23	538.59	44.88
1	2	Mechanic	493.19	401.03	421.68	35.14
2	4	Motor Operator	397.26	675.10	357.04	29.75
1	2	Electrical Supervisor	659.31	567.15	519.90	43.32
2	4	Chief Electrician	589.72	995.12	536.74	44.73
1	2	Electrician	488.44	396.28	416.02	34.67
2	4	Chief Electronic Technician	597.91	1,011.50	546.50	45.54
1	2	Senior Sub Sea Sup	759.49	667.32	620.07	51.67
1	2	Assistant Subsea	559.02	466.86	500.14	41.68
2	4	Material Co-Ordinator	451.60	718.88	372.10	31.01
1	2	Master	852.37	760.21	712.95	59.41
1	2	Chief Mate	671.59	579.43	634.32	52.86
1	2	Chief Engineer	759.56	667.40	620.14	51.68
1	2	1st Assistant Engineer	658.33	566.17	618.52	51.54
2	4	2nd Assistant Engineer	653.50	1,122.68	612.76	51.06
2	4	DP Operator	561.07	937.81	502.58	41.88
2	4	Assistant Dp Operator	475.10	765.88	400.11	33.34
2	4	Deck Pusher	491.25	863.09	469.07	39.09
1	2	Bosun	480.83	388.67	406.94	33.91
3	6	AB ▇▇▇▇▇▇	401.43	1,025.18	362.02	30.17
1	2	RSTT	475.10	382.94	400.11	33.34
1	2	Medic	475.10	382.94	400.11	33.34
0	0	-	—	—	—	—
0	0	-	—	—	—	—
0	0	-	—	—	—	—
0	0	-	—	—	—	—
0	0	-	—	—	—	—
0	0	-	—	—	—	—
0	0	-	—	—	—	—
77	154	Total Labor Costs =		$ 32,419.17

The figures in column “A” are to be used as the basis for adding personnel to the permanent crew and for determining the credit for crew members short. This includes all Training, Transportation and Catering costs.

The figures in column “B” are the daily cost of all crew members excluding Training, Transportation and Catering costs.

The figures in column “C” are the daily cost of overtime excluding Training, Transportation and Catering costs (assuming a daily schedule of 12 hours)

The figures in column “D” are the hourly cost of overtime excluding Training, Transportation and Catering costs.

E-26

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

April 19, 2004

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇

TRANSOCEAN HOLDINGS, INC. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 (“Contract”) by and between R&B Falcon Drilling Company predecessor in interest to Transocean Holdings Inc. (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the Deepwater Horizon)

Subject: Contract Extension Agreement (“Agreement”) CONTRACTOR-5121-2002-011

Dear ▇▇▇▇▇,

This letter will confirm our agreement to extend the Contract under the same terms and conditions except as modified herein:

1) Term:

a) The term of the extension (Extension Period) shall be one (1) year commencing September 18, 2004.

b) Article 1.1.2 of the Contract shall be amended so that there will be no further options to extend the Contract after this Extension Period.

2) Rates:

The dayrates specified in Exhibit “A” shall be amended to the following rates at commencement of the one (1) year Extension Period:

1. Operating Rate $165,000 /day

2. Moving Rate 165,000

3. Standby w/ crews 165,000

4. Standby w/o crews 165,000, less documented cost savings

5. Stack w/ crews 165,000, less documented cost savings

6. Stack w/o crews 165,000, less documented cost savings

7. Equipment Repair 165,000 subject to article 2.2.5 (A)

8. Hurricane Evacuation 165,000 standby w/o crew plus documented expenses of evacuated crew.

The rates specified above are subject to the following conditions:

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

Horizon Extension Agreement TSF File #01-063

a) Revised Personnel Complement

Exhibit “F-1” of the Contract shall be amended effective at the commencement of the Extension Period to include the personnel complement attached as Exhibit 1 hereto, which recognizes Contractor’s revised maintenance philosophy and optimized crewing plan. In addition, to provide both parties flexibility to adjust crewing levels as circumstances allow, Company and Contractor agree to the following:

As conditions warrant, Contractor, with Company representative’s consent (which shall not be unreasonably withheld), may reduce the number of personnel (for those job classifications listed in the table below) assigned to the rig from the number listed in the table below as “Current Personnel Assigned to Rig” to the number listed in “Revised Personnel Assigned to Rig Per Exhibit 1”. Adjustments within the ranges reflected in the table will not incur a corresponding adjustment in dayrates.

Job Classification	Revised Personnel Assigned to Rig Per Exhibit “1”	Current Personnel Assigned to Rig
Toolpusher	6	8
Derrickman/Floorman/Pumpman	24	28
Crane Operator	6	8
Roustabouts/Lead Roustabouts	22	28
OSA	0	2

At any time during the Extension Period, if Company determines that any previous reductions to personnel in the classifications listed above do not permit safe and efficient rig operations, Company’s representative may require Contractor to increase the number of personnel assigned to the rig listed in the table above from any reduced level back up to the number listed in the table above as “Current Personnel Assigned to Rig”. Adjustments within the ranges reflected in the table will not incur a corresponding adjustment in dayrates.

Should Company require extra permanent rig staff in addition to; 1) the “Current Personnel Assigned to Rig” for the job classifications listed in the table above, or 2) the other job classifications listed in the revised “Exhibit “F-1” Personnel Complement” attached hereto as Exhibit 1, the additional personnel will be added to the personnel complement and the dayrates specified in Attachment “A” of the Contract, as amended, will be adjusted for the increase in expense.

Contractor will be responsible, at its sole cost, for any additional personnel required for operation, repair or maintenance of the vessel and the dayrates will not be adjusted to reflect any such increases.

b) Operating Costs:

The rates specified in item (2) hereof are based on the “Basis for Cost Escalations dated January 1, 2004” documented in our February 28, 2004 “Letter of Agreement for Cost Escalation 2004”

as amended for the revised personnel complement set forth in the new Exhibit F-1 per Section 2 a) of this Agreement. The “Revised Basis for Cost Escalations” based on the revised personnel complement set forth in the new Exhibit F-1 per Section 2

a) of this Agreement is attached hcrcto as Exhibit 2. The “Revised Basis for Cost Escalations” in Exhibit 2 shall serve as the baseline for cost adjustments as of the commencement date of the Extension Period. At the commencement of the Extension Period, Article 2.3.2 of the Contract will be amended to read as follows:

Article 2.3.2 Amended:

2.3.2 The dayrates set forth in Exhibit A as amended shall be revised as of the commencement of the Extension Period as defined in the Contract Extension Agreement dated April 14, 2004 (the “Extension Agreement”) to reflect the change in costs from the “Revised Basis for Cost Escalation dated January 1, 2004” (attached as Exhibit 2 to the Extension Agreement) if the costs of any of the items hereafter listed shall vary in an amount equal to or greater than three percent (3%) from the costs thereof.

a. Labor costs, including all benefits, of CONTRACTOR’S personnel listed in Exhibit F;

b. CONTRACTOR’S cost of catering;

c. CONTRACTOR’S cost of spare parts and supplies vary and that the parties shall use the United States Department of Labor’s Producer Price Index Commodity Code No. 1191.02 . Oil Field and Gas Field Drilling Machinery to determine what extent a price variance has occurred in said spare parts and supplies.

d. Cost of insurance not based solely on CONTRACTOR’S loss or claim record.

CONTRACTOR must show documented proof for any dayrate adjustments due to changes in CONTRACTOR’S cost of labor, insurance or catering. After any adjustment, the adjusted costs shall be the new basis for cost escalation.

c) Amendments to the Contract:

The Contract contains numerous amendments related to the provision of equipment, personnel, supplies and activities. The Extension Period dayrates specified in 2 above reflect all such amendments except as otherwise noted herein.

i) Equipment Added during the Initial Term per Letter Agreements :

Certain letter amendments to the Contract provided for lump sum payments, rental payments, or formulaic and other increases to the operating rates to permit Contractor’s recovery of certain costs within the Contract’s initial term for purchasing additional equipment. The parties agree that the payment obligations arising under such amendments will expire at the end of the Contract’s initial term as originally contemplated but that any maintenance or removal obligations will continue to the end of the Extension Period. Letter agreements regarding equipment are attached hereto as Exhibit 3.

ii) Amendments Adding Personnel:

The revised personnel complement referenced in item 2(a) of this Agreement incorporates all personnel added to the rig at Company’s expense in previous amendments to the Contract so that there will be no additional rig based personnel billed in addition to the dayrate unless

added by Company as set forth in Item 2(a) of this Agreement. The costs related to the November 12, 2003 amendment adding a tool pusher to work in Company’s office are not included in the rates specified in item (2) hereof and Company will remain responsible for the cost.

iii) Other Amendments to the Contract:

Rental equipment (other than the equipment covered in 2.c.i. above) and/or third party services provided by Contractor, if any, are not included in the extension dayrates. The Recycle the Gulf agreement dated January 7, 2003 will continue per the terms of that agreement and the cost is not included in the dayrates specified in item (2) hereof.

d) Drilling Riser

Contractor acknowledges that the Deepwater Horizon is equipped to drill in 10,000 feet of water with the sole exception of adequate length of drilling riser. Company and Contractor agree that during the term of this Agreement, Company may authorize Contractor to use excess riser from the Discoverer Enterprise (or any other Contractor rig that Company may have under contract in the Gulf of Mexico during the time of the requirement) on the Deepwater Horizon to enable the Deepwater Horizon to drill in water depths up to 10,000’. If Company authorizes Contractor to use the excess riser, Contractor shall obtain, a riser analysis confirming that the use of the excess riser in the water depth contemplated meets appropriate safety and operational standards. In the event Contractor is unable to obtain such a confirming analysis, the parties shall promptly meet in good faith to discuss and implement alternatives to meet Company’s need for excess riser use. Once the confirming analysis has been obtained, or an alternative has been agreed to and implemented, Contractor agrees to order any adapters or crossovers required subject to Company’s agreement to reimburse Contractor per Article 8.1.2 of the Contract. Company shall provide adequate written notice before the intended use of the excess riser, in order to enable timely delivery of the required crossovers. Company shall be responsible for all transportation of riser between the rigs.

Except as specifically set forth above, all other terms and conditions of the Contact, as amended to date, shall remain unchanged.

Please signify your agreement with this Agreement by signing both originals in the space provided below and return one (1) fully executed original to us for our records.

Sincerely,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

On Behalf of Transocean Holdings, Inc.

ACCEPTED AND AGREED TO:

By: /s/ ILLEGIBLE Date: 4/26/04 On Behalf of BP America Production Company

EXHIBIT 1 PERSONNEL COMPLEMENT

DEEPWATER HORIZON

A B C D

GOM Base Labor GOM Overtime Rates

No. of Personnel Daily Rate per Daily

Board

Assigned

To Rig JOB CLASSIFICATION

person (inc.

TT&C)

Total Daily on

Board Cost

Overtime

Rates

Hourly Overtime Rates

1	2	OIM	958.34	866.18	818.92	68.24
3	6	Toolpusher	793.33	2,103.50	653.91	54.49
2	4	Driller	659.33	1,134.34	619.71	51.64
4	8	Assistant Driller	508.92	1,667.06	440.43	36.70
2	4	Derrickman	458.73	733.15	380.61	31.72
2	4	Pumpman	427.87	671.41	343.82	28.65
8	16	Floorman	383.59	2,591.11	340.76	28.40
1	2	Maintenance Supervisor	776.45	684.29	637.03	53.09
1	2	Mechanical Supervisor	659.33	567.17	519.91	43.33
2	4	Chief Mechanic	591.29	998.26	538.61	44.88
2	4	Mechanic	493.20	802.09	421.69	35.14
1	2	Senior Motor Operator	446.45	354.29	365.97	30.50
2	4	Motor Operator	397.26	675.12	357.05	29.75
1	2	Electrical Supervisor	659.33	567.17	519.91	43.33
1	2	Chief Electrician	589.74	497.58	536.75	44.73
1	2	Electrician	488.46	396.30	416.03	34.67
1	2	Chief Electronic Technician	597.92	505.76	546.51	45.54
1	2	Electronic Technician	492.55	400.39	420.91	35.08
1	2	Senior Sub Sea Sup Dp	759.51	667.34	620.09	51.67
1	2	Subsea Supervisor	634.77	542.61	590.43	49.20
1	2	Master	852.39	760.23	712.97	59.41
1	2	Chief Mate	671.61	579.45	634.35	52.86
1	2	Bosun	480.84	388.68	406.96	33.91
3	6	AB ▇▇▇▇▇▇	401.44	1,025.21	362.03	30.17
2	4	DP Operator	561.08	937.84	502.60	41.88
2	4	Assistant Dp Operator	475.11	765.90	400.13	33.34
3	6	Crane Operator	499.67	1,222.54	429.40	35.78
1	2	Deck Pusher	491.26	431.55	469.09	39.09
2	4	Lead Roustabouts	355.34	591.28	307.09	25.59
9	18	Roustabouts	342.08	2,541.39	291.28	24.27
1	2	Welder	483.30	391.14	409.88	34.16
1	2	Senior Materials Co-Ordinator	524.24	432.08	384.82	32.07
1	2	Material Co-Ordinator	451.61	359.45	372.12	31.01
1	2	Medic	475.11	382.95	400.13	33.34
1	2	Radio Operator	419.84	327.68	334.25	27.85
1	2	RSTC	516.05	423.89	448.92	37.41
0	0	-	—	—	—	—
0	0	-	—	—	—	—
0	0	-	—	—	—	—
0	0	-	—	—	—	—
69	138		Total Labor Costs =	$ 28,986.39

The figures in column “A” are to be used as the basis for adding personnel to the permanent crew and for determining the credit for crew members short. This includes all Training, Transportation and Catering costs.

The figures in column “B” are the daily cost of all crew members excluding Training, Transportation and Catering costs.

The figures in column “C” are the daily cost of overtime excluding Training, Transportation and Catering costs (assuming a daily schedule of 12 hours)

The figures in column “D” are the hourly cost of overtime excluding Training, Transportation and Catering costs.

EXHIBIT 2

REVISED BASIS FOR COST ESCALATIONS DEEPWATER HORIZON

January 1, 2004

$ Per Day

Clause No.:

Adjusted 2004

Baseline Costs

2.3.2a) Base Labor Cost:
Labor & Burden (per schedule)	$ 28,986
Training & Transportation Costs	$ 3,447
Total Base Labor Cost	$ 32,433

2.3.2b) Base Catering Cost:
69 Contractor Personnel	$ 2,101
10 Company Personnel	$ 305
Total Base Catering Costs	$ 2,406

2.3.2c) Base Maintenance Element: $ 14,589

Percentage Increase

2.3.2d) Base Insurance Cost:

Hull & Machinery		$ 2,422
Marine P&I		$ 2,039
Excess Liability		$ 521
Brokers Fee		$ 110
Oil Pollution		$ 46
Total Base Insurance Cost:		$ 5,137

Total Baseline Operating Costs		$ 54,565
	6

EXHIBIT 3

2) c) i) Letter Agreements Regarding Equipment:

Date: Description: Amount:

Jan. 16, 2004	Riser, Removal, Transportation and Storage	NA
Apr. 15, 2002	Test ▇▇▇▇▇ Change	Lump Sum
Apr. 15, 2002	Connector Modification	Lump Sum
Jun 12, 2004	Variable Bore Ram	$125/day
Nov. 1, 2002 & Mar 20, 2003	“Rental” of 18,000’ of 6 5/8” DP	$3,208.26/day
Mar 3, 2003	“Rental” of 6 5/8” HWDP	$2,42.01/day

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE June 25, 2004

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇

Mail Code 1089 WL4

TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 by and between R&B Falcon Drilling Company (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the Deepwater Horizon)

Subject: Letter of Agreement for Cap Rock Communication Equipment CONTRACTOR-5121-2002-011

Dear ▇▇▇▇▇,

This letter is to document our agreement for Contractor to contract and install the communications equipment as detailed on the attached Quotation #3630-10100 from Cap Rock Communications dated June 2, 2004 and for Company to pay Contractor a monthly rental amount over the remaining term of the Contract as extended.

The rental payment will be $9,975 per month based on the prices shown on the attached quote. The first rental payment will be due and payable when the equipment has been installed. If the contract is terminated for any reason prior to September 18, 2005, Company agrees to pay the rental amount owed up to September 18, 2005 in the form of a lump sum payment.

Sincerely.

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

AGREED AND ACCEPTED THIS, 28th DAY OF JUNE, 2004 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ PRINTED ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ TITLE Contract Specialist

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

Quotation

▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇-▇▇▇-▇▇▇▇

FAX832-668-2388

Customer:Transocean Quotation #: 3630-10100

Attn:▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇▇ Date: 6/2/04

Address:1311 Broadfield Blvd. suite 200 Acct. Mgr. ▇. ▇▇▇▇▇▇▇▇

▇▇▇▇, ▇▇▇▇▇, ▇▇▇:▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ref: HORIZON - VSAT

Phone/Fax:▇▇▇-▇▇▇-▇▇▇▇ Revision b3

Item	Qty.	Description	each	ext	single ant.
		HARDWARE

1.0		Single stabilized antenna system (dual band) Seatel Dual Band 9797 2.4m antenna (configured for Ku-band Linear for GOM)		$ 149,500
		144 in radome assembly
		Ku-band SSPA and Transceiver (16 Watt)
		2nd Pwr Supply for C side balancing (No C band RF at this time. To be purchased when needed)
		Onshore Assembly, Integration, documentation, testing, and commissioning

2.0		Radome AC unit for Seatel 9797 (pro-longs equipment life) required on C-band systems with 40W or higher RF packages due to the high power and heat generated from the SSPA. AC unit requires a 220V feed at the antenna location		$ 4,600

3.0		The above system is priced as a stand alone single antenna unit. This antenna can be integrated into a dual antenna system (using the Transocean owned 9797 antenna removed from the FI00). Therefore, the switching hardware, engineering, and integration for the dual antenna configuration will be additional to the above equipment cost prior to installation.		$ 5,000

4.0		Delivery Delivery of this size system is typically 3-5 weeks. Depending on receipt of PO, production schedules, in stock availability, systems may be available on a much shorter scale.

Customer Signature: All prices stated are FOB factory Prices do not include installation,

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

October 11, 2004

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇

Mail Code 1089 WL4

TRANSOCEAN HOLDINGS INC. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 (as previously amended, “Contract”) by and between R&B Falcon Drilling Company, predecessor in interest to Transocean Holdings Inc. (“Contractor”) and Vastar Resources, Inc., predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the “Deepwater Horizon”)

Subject: Letter Agreement for Conversion of VBR to a Test Ram CONTRACTOR-5121-2002-011

Dear ▇▇▇▇▇,

When executed by both parties below, this letter will document the agreement between Contractor and Company for Contractor’s conversion (the “Conversion”) of an existing variable bore ram (“VBR”) into a “test ram” on the Deepwater Horizon’s blowout preventer (the “BOP”).

In accordance with Articles 5 and 7 of the Contract, Company shall reimburse Contractor for the cost associated with the Conversion, which is estimated to be $135,000 based on the attached quote/AFE including the five percent (5%) handling fee. Notwithstanding the foregoing, Contractor shall give Company written notice of any increase of more than ten percent (10%) in the above cost estimate and such increase shall be subject to Company’s prior written approval. If installation should require out-of-service time, Company agrees to pay Contractor at the Standby Rate (as defined in the Contract) until operations can be recommenced; provided such out-of- service time shall not exceed a maximum of twenty-four (24) hours. Reimbursement for the Conversion shall be in the form of a lump sum payment due and payable within thirty (30) days of receipt of Contractor’s invoice therefore, which invoice shall be sent after the “test ram” has been installed.

Company acknowledges that the Conversion will reduce the built-in redundancy of the BOP, thereby potentially increasing Contractor’s risk profile and corresponding cost structure. Therefore, after the Conersion is completed, if one of the two remaining VBRs fails to “test” on any well for any mechanical reason (as opposed to abnormal wear or damage caused by operations) and the MMS requires that Contractor pull the BOP to replace the VBR, Company agrees to pay Contractor the Operating Rate (as defined in the Contract) for the time required to pull the BOP, replace the ram, and re-run the BOP; provided, however, if one of the two remaining VBRs fails to “test” a subsequent time on the same well for any mechanical reason, after initially testing subsea, (as opposed to abnormal wear and damage caused by operations) and the MMS requires that Contractor pull the BOP to replace the VBR, the time required to pull the BOP, replace the ram, and re-run the BOP shall be considered Mechanical Downtime (as defined in the Contract).

Except as specifically set forth above, all other terms and conditions of the Contract, as amended to date, shall remain unchanged.

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

Please indicate your agreement to the terms of this letter by signing in the space provided below and returning an executed copy to us for our files. If you have any further questions, please contact ▇▇▇▇ ▇▇▇▇▇▇. at (▇▇▇) ▇▇▇-▇▇▇▇ or me at (▇▇▇) ▇▇▇-▇▇▇▇. Thank you for the opportunity to be of service.

Sincerely, AGREED AND ACCEPTED:

THIS 19th DAY OF October, 2004

BP AMERICA PRODUCTION COMPANY

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ SIGNED /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇. Marketing Representative PRINTED ▇▇▇▇ ▇▇▇▇▇▇▇▇

Transocean Holdings, Inc. TITLE Contract Specialist

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

February 20, 2005

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

TRANSOCEAN HOLDINGS, INC. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 (as previously amended, “Contract”) by and between R&B Falcon Drilling Company, predecessor in interest to Transocean Holdings Inc. (“Contractor”) and Vastar Resources, Inc., predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the “Deepwater Horizon”)

Subject: Letter of Agreement for adding Deck Pushers CONTRACTOR-5121-2002-011

Dear ▇▇▇▇,

This letter will serve as our agreement to add another Deck Pusher to the crew complement of the Deepwater Horizon. Upon execution of this Letter Agreement by Company, Contractor agrees to provide one (1) Deck Pusher onboard the Deepwater Horizon in addition to those specified to be provided in Exhibit F-2 of the Contract as amended. Exhibit F-1 of the Contract shall be amended, as of March 1, 2005 to provide for the following additional personnel:

Assigned

Daily Rate per Person On Board

Hourly Overtime

Title

On Board

to Rig

w/ Burden

Rate w/Burden

Deck Pusher

$ 491.26

$ 39.09

Therefore, the amended crew complement shall show three (2) Deck Pushers “On Board” and four (4) “Assigned to Rig”. The amended crew complement is attached. In summary, all rates in the Contract shall increase by $491.26 per day effective March 1, 2005. Except as specifically provided herein, all other terms and conditions of the Contract shall remain in full force and effect. Please indicate your agreement in the space provided below and return one fully executed copy of this letter to me for our files.

Sincerely,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

Horizon

TSF File #01-063

AGREED AND ACCEPTED THIS 4th DAY OF MARCH, 2005 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ PRINTED ▇▇▇▇ ▇▇▇▇▇▇▇▇ TITLE Contract Specialist

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. MARKETING REPRESENTATIVE

March 31, 2005

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

TRANSOCEAN HOLDINGS INC. ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇

Re: Drilling ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ dated December 9, 1998 by and between R&B Falcon Drilling Company predecessor in interest to Transocean Holdings Inc. (“Contractor”) and Vastar Resources, Inc. predecessor in interest to BP America Production Company (“Company”), as amended for RBS-8D (now known as the Deepwater Horizon)

Subject: Letter of Agreement for Cost Escalation 2005

Transocean Ref: ▇▇▇▇-▇▇▇▇▇▇▇-▇▇▇

Dear ▇▇▇▇,

We performed the “annual” cost analysis for the Deepwater Horizon as of January 1, 2005 in accordance with Article 2.3 “Adjustment in Dayrates” of the Contract referenced above. The following table summarizes the Baseline Cost changes detailed on the attached schedule “Basis for Cost Escalation”:

	Baseline Costs from Ext. Letter	Baseline Costs	Increase/	Dayrate Increase/
Reference	Dated April 19, 2004	Jan. 1, 2005	(Decrease)	(Decrease)
2.3.2a Base Labor Costs	$ 32,433	$ 33,832	$ 1,399	$ 1,399
2.3.2b Catering Costs	$ 2,406	$ 2,406	$ 0	*
2.3.2c Maintenance Element	$ 14,589	$ 15,338	$ 749	$ 749
2.3.2d Insurance	$ 5,137	$ 4,568	$ (149)	$ (149)
Correction to 4/19/04 Insurance**	$ (420)
Corrected Total Baseline Costs	$ 54,145/day	$ 56,144/day		$ 1,999 / day
Total Dayrate Increase				$ 1,999 / day

* According to the Amended Article 2.3.2 from the Extension letter, rates for each item must vary by => 3% before they can be adjusted.

** The Insurance Base Rate set on April 19, 2004 was overstated by $420 per day. It was calculated based on the personnel complement before taking into account the decrease of personnel stipulated in the Extension Agreement. Current insurance costs reflect the current personnel complement.

PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇ EMAIL:▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

E-27

Horizon – Escalation 2005 TSF File #01-063

Notes:

2.3.2a Base Labor rates changed due to salary increases in October and November and by the adjustment of the utilization bonus and pension accruals. The net result is an increase of $1,399 which brings the total Base Labor Cost to $33,832.

2.3.2b Catering cost increased in March 2005 so it will not be included in this escalation.

2.3.2c The Maintenance Element of the Baseline Cost increased $749 per day based on the change on the relevant Producer Price Index. The Index number for January 2005 increased to 161.7 from 153.8 in December 2003, an increase of 5.14%. The Bureau of Labor Statistics Data for the Producer Price Index series ID: WPU119102 is attached

2.3.2d Insurance cost decreased by $149 (a 3.2% decrease). As stated previously, the April 19 Insurance cost was overstated by

$420 per day.

In summary, all of the dayrates will increase by $1,999 per day effective January 1, 2005

Paragraph 2.3.2a	$ 1,399
Paragraph 2.3.2c	$ ▇▇▇
▇▇▇▇▇▇▇▇▇ 2.3.2d	(149)
Total Increase	$ 1,999 net increase effective January 1, 2005

Except as specifically provided herein, all other terms and conditions of the Contract shall remain in full force and effect.

Please indicate your agreement in the space provided below and return one fully executed copy of this letter to me for our files. If you have any questions, please contact me at (▇▇▇) ▇▇▇-▇▇▇▇. Thank you for the opportunity to be of service.

Sincerely,

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇. Marketing Representative

On Behalf of R & B Falcon Drilling Co.

AGREED AND ACCEPTED THIS 23rd DAY OF MAY, 2005 BP AMERICA PRODUCTION COMPANY

SIGNED /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ PRINTED ▇▇▇▇ ▇▇▇▇▇▇▇▇ TITLE Contract Specialist

E-28 2

BASIS FOR COST ESCALATIONS DEEPWATER HORIZON

January 1, 2005

$ Per Day

	Baseline Costs Apr	Baseline Costs Jan.		Adjusted Baseline Costs
Clause No.:	2004	1, 2005	Variance	Jan. 1, 2005
2.3.2a) Base Labor Cost:
Labor & Burden (per schedule)	$ 28,986	$ 30,386	$ 1,400	$ 30,386
Training & Transportation Costs	$ 3,447	$ 3,447	$ 0	$ 3,447
Total Base Labor Cost	$ 32,433	$ 33,832	$ 1,399	$ 33,832
Percentage Increase			4.31%

2.3.2b) Base Catering Cost:
69 Contractor Personnel	$ 2,101	$ 2,101	$ 0	$ 2,101
10 Company Personnel	$ 305	$ 305	$ 0	$ 305
Total Base Catering Costs	$ 2,406	$ 2,406	$ 0	$ 2,406
Percentage Increase			0%

2.3.2c) Base Maintenance Element:	$ 14,589	$ 15,338	$ 749	$ 15,338
Total Base Matinenance Costs			$ 749
Percentage Increase			5.14%

2.3.2d) Base Insurance Cost:
Hull & Machinery	$ 2,422	$ 1,710	$ (712)	$ 1,710
Marine P&I	$ 1,619	$ 2,257	$ 639	$ 2,257
Excess Liability	$ 521	$ 464	$ (57)	$ 464
Brokers Fee	$ 110	$ 110	$ 0	$ 110
Oil Pollution	$ 46	$ 26	$ (20)	$ 26
Total Base Insurance Cost:	$ 4,717	$ 4,568	$ (149)	$ 4,568
Percentage Increase			-3.2%

Total Baseline Operating Costs	$ 54,145	$ 56,144	$ 1,999	$ 56,144

Dayrate Increase $ l,999/day

E-29 3

DEEPWATER HORIZON

Adjusted Labor as of January 1, 2005

				A B	C D
				GOM Base Labor	GOM Overtime Rates
No. of Personnel				Daily Rate per	Daily
On Assigned Board To Rig		JOB CLASSIFICATION		person (inc. Total Daily on TT&C) Board Cost	Overtime Hourly Rates Overtime Rates
1	2	OIM	934.65	842.49	794.31	66.19
3	6	Toolpusher	804.26	2,136.30	663.92	55.33
2	4	Driller	667.33	1,150.34	628.15	52.35
4	8	Assistant Driller	555.14	1,851.91	494.42	41.20
2	4	Derrickhand	488.77	793.22	415.31	34.61
2	4	Pumphand	451.64	718.95	371.05	30.92
8	16	Floorhand	394.60	2,679.21	352.79	29.40
1	2	Maintenance Supervisor	787.12	694.96	646.78	53.90
1	2	Mechanical Supervisor	679.58	587.42	539.24	44.94
2	4	Chief Mechanic	617.56	1,050.79	568.82	47.40
2	4	Mechanic	555.14	925.96	494.42	41.20
1	2	Senior Motor Operator	451.64	359.48	371.05	30.92
2	4	Motor Operator	419.89	720.37	382.92	31.91
1	2	Electrical Supervisor	679.58	587.42	539.24	44.94
1	2	Chief Electrician	617.56	525.40	568.82	47.40
1	2	Electrician	555.14	462.98	494.42	41.20
1	2	Chief Electronic Technician	617.56	525.40	568.82	47.40
1	2	Electronic Technician	555.14	462.98	494.42	41.20
1	2	Senior Sub Sea Sup Dp	768.16	676.00	627.82	52.32
1	2	Subsea Supervisor	679.58	587.42	642.74	53.56
1	2	Master	864.24	772.08	723.90	60.32
1	2	Chief Mate	696.17	604.01	662.52	55.21
1	2	Bosun	505.36	413.20	435.09	36.26
3	6	AB ▇▇▇▇▇▇	428.18	1,105.44	392.81	32.73
2	4	DP Operator	580.03	975.73	524.08	43.67
2	4	Assistant Dp Operator	507.73	831.14	437.91	36.49
3	6	Crane Operator	505.36	1,239.61	435.09	36.26
1	2	Deck Pusher	511.14	451.44	491.69	40.97
2	4	Lead Roustabouts	365.77	612.12	318.41	26.53
9	18	Roustabouts	355.49	2,662.12	306.17	25.51
1	2	Welder	488.77	396.61	415.31	34.61
1	2	Senior Materials Coordinator	530.25	438.09	389.91	32.49
1	2	Material Coordinator	480.47	388.31	405.42	33.79
1	2	Medic	480.47	388.31	405.42	33.79
1	2	Radio Operator	430.70	338.54	346.09	28.84
1	2	RSTC	521.95	429.79	454.86	37.91
0	0	—	—	—	—	—
0	0	—	—	—	—	—
0	0	—	—	—	—	—
0	0	—	—	—	—	—
69	138		Total Labor Costs =	$ 30,385.52

The figures in column “A” are to be used as the basis for adding personnel to the permanent crew and for determining the credit for crew members short. This includes all Training, Transportation and Catering costs.

The figures in column “B” are the daily cost of all crew members excluding Training, Transportation and Catering costs.

The figures in column “C” are the daily cost of overtime excluding Training, Transportation and Catering costs (assuming a daily schedule of 12 hours)

The figures in column “D” are the hourly cost of overtime excluding Training, Transportation and Catering costs.

E-30 4

Public Data Query

U.S. Department of Labor

Bureau of Labor Statistics

Bureau of Labor Statistics Data

▇▇▇.▇▇▇.▇▇▇ Search | A-Z Index

BLS Home | Programs & Surveys | Get Detailed Statistics | Glossary | What’s New | Find It! In DOL

Change

Output From: 1995 To: 2005 GO

Options:

include graphs NEW! More Formatting Options

Data extracted on: March 17, 2005 (2:32:06 PM) Producer Price Index-Commodities

Series Id: WPU119102 Not Seasonally Adjusted

Group: Machinery and equipment

Item: Oil field and gas field drilling machinery

Base Date: 8200

Year	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec	Annual
1995	118.3	118.6	119.2	119.2	119.3	119.6	120.4	120.4	120.4	122.0	122.2	122.2	120.1
1996	124.0	124.0	124.0	124.3	124.2	124.8	125.3	125.3	125.3	126.2	126.6	127.1	125.1
1997	127.7	127.9	128.6	129.1	129.2	129.3	129.3	129.5	129.7	130.3	131.4	132.0	129.5
1998	133.1	132.9	133.1	133.0	133.0	133.0	132.9	132.9	132.9	133.6	133.6	133.6	133.1
1999	133.8	133.7	133.7	133.9	133.9	134.0	134.0	133.7	133.7	133.7	134.4	134.6	133.9
2000	134.9	136.3	136.3	136.3	136.5	136.5	136.5	136.6	136.7	138.7	138.7	138.7	136.9
2001	143.5	143.9	144.0	144.0	144.0	145.5	145.6	145.8	145.7	146.1	146.1	146.1	145.0
2002	146.2	146.2	146.6	146.6	146.4	146.4	146.4	146.4	146.7	146.7	146.7	146.5	146.5
2003	149.8	149.8	149.8	151.7	152.3	152.5	152.5	152.5	153.1	153.1	153.1	153.5	152.0
2004	153.8	153.9	154.8	156.4	157.1	157.1	156.6	156.7	156.8	156.4(P)	157.9(P)	159.3(P)	156.4(P)
2005	161.7(P)

(P) : Preliminary. All indexes are subject to revision four months after original publication.

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01-063NAR - Horizon Escalation Jan 2005-cy

E-31 5

▇▇▇▇▇ ▇▇▇▇▇ MANAGER-INSURANCE

TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC. ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇

Transocean Offshore Deepwater Drilling Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Annual Premiums Deepwater Horizon

These costs and limits reflect the coverage provided at this time and are subject to change upon renewal.

Effective March 1, 2004

Coverage: All Risk Hull & Machinery

Carrier: various Underwriters @ Lloyds, led by Limit and

Wellington Syndicates

Insured Value: $ 255,000,000

Deductible: $ 10,000,000

NET ANNUAL PREMIUM: $ 624,098

Effective December 31, 2004

Coverage: Primary Marine Protection & Indemnity

Carrier: various Underwriters @ Lloyds, led by

Self Insured Retention: $10,000,000 per occurrence

DEDUCTIBLE ACCRUAL: $ 823,860

Effective March 1, 2004

Coverage: Excess Liability

Carriers: various Underwriters @ Lloyds, led by Limit and

Wellington Syndicates

Limits: $500,000,000

NET ANNUAL PREMIUM: $ 169,347

Effective October 1, 2004

Coverage: Oil Pollution

Carrier: Surety coverage – backed by Underwriters @Lloyds

NET ANNUAL PREMIUM: $ 9,598

Effective December 31, 2004

U.S. Broker: ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc

Annual Fee: $ 40,180

* Includes the War risk buyback – the deductible is $10,000,000 each occurrence with a one time $40,000,000 additional aggregate deductible.

** Based on SIR accrual of $ 16.36 per person per day assigned to the rig. Best Regards,

▇▇▇▇▇ ▇▇▇▇▇, CPCU, ARe Manager- Insurance

(▇▇▇) ▇▇▇-▇▇▇▇ FAX (▇▇▇) ▇▇▇-▇▇▇▇ TEL ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

E-32

Amendment No. 24 to

Drilling Contract No. 980249

This Amendment No. 24 is entered into effective as of the 20th day of April, 2005, by and between BP America Production Company (hereinafter referred to as “COMPANY”) and Transocean Holdings, Inc. (hereinafter referred to as “CONTRACTOR”) with a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.

W I T N E S S E T H:

WHEREAS, COMPANY and CONTRACTOR desire to amend the CONTRACT as more particularly set forth herein.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter provided, COMPANY and CONTRACTOR agree to amend the CONTRACT as follows:

1. Article 1, TERM shall be revised as follows:

The term of this CONTRACT shall be extended for a period of five (5) years commencing on September 18, 2005.

2. A new Article 1.3.3 shall be added to Article 1.3, COMPLETION OF CONTRACT as follows:

1.3.3 Subject to CONTRACTOR’s reasonable approval, COMPANY shall have the right to utilize the drilling services of the Drilling Unit outside of the Gulf of Mexico for subsidiaries, affiliates, or third parties, provided dayrates shall be adjusted to reflect any increases supported by documentation in CONTRACTOR’s cost of operations including but not limited to all operating costs, associated taxes assessed or levied, import/exportation duties and fees, and shorebase and logistical costs as a result of such foreign operation. A separate contract based on this CONTRACT will be executed with country specific provisions relative to the operations in that country. If the Drilling Unit should be outside of the Gulf of Mexico at the end of the term of this CONTRACT, COMPANY shall be responsible for mobilizing the Drilling Unit back to Galveston, Texas, or a point no further distant at the end of the term of the CONTRACT in accordance with

1.3.1 of the CONTRACT.

3. The Operating Rate (and, consequently, all other dayrates except the Equipment Repair Rate) specified in EXHIBIT A, DAYRATES, shall be revised to the amount, and periodically adjusted in accordance with the terms, set forth below.

An Operating Rate of $275,000 per day shall be payable to CONTRACTOR commencing September 18, 2005, through the end of the initial 2 year term of the CONTRACT extension. The rate specified is based on wage scales and current operating expenses as of March 1, 2005. CONTRACTOR shall have the right to adjust the rate for documented changes, if any, in its base operating costs no sooner than the commencement of the first year and then no more often than annually thereafter during the initial 2 year term of the CONTRACT extension.

The Operating Rate shall be adjusted to a “Market Rate” at the commencement of year 3 of the CONTRACT extension (i.e., on September 18, 2007) and then at the beginning of every 3 months thereafter, until the end of the term of the CONTRACT. The Market Rate for the 3 month period shall be the average of the actual contracted dayrates, excluding incentive components, then being earned by all Transocean DP 5th generation rigs, including escalations per the contracts, in the US Gulf of Mexico (USGOM) as calculated on the last Friday prior to the commencement of the 3 month period (subject to 3rd party audit). Current Transocean DP 5th generation rigs in the USGOM are:

1. DISCOVERER ENTERPRISE*

2. DISCOVERER SPIRIT

3. DISCOVERER DEEP SEAS

4. DEEPWATER MILLENNIUM

5. CAJUN EXPRESS

Other DP 5th generation rigs that are to be included in the calculation of the Market Rate if they are then drilling in the USGOM are the following:

DEEPWATER PATHFINDER DEEPWATER FRONTIER SEDCO ENERGY

SEDCO EXPRESS DEEPWATER EXPEDITION DEEPWATER DISCOVERY

• Idle rigs or idle time shall not be counted in the Market Rate calculation unless the idle rig is under contract in the GOM for a contract to begin within the 3 month period covered by the rate calculation. Then the Operating Rate of that contract shall be used. A zero rate shall never be used.

• A rig under USGOM contract which is nevertheless idle for the convenience of the Operator or otherwise shall be included in the rate calculation using the Operating Rate of that contract.

• Transocean rigs contracted in the USGOM but which are outside the USGOM for a period of time shall be counted in the average using their GOM dayrate.

• If there are fewer than 4 Transocean Rigs in the average calculation, then the following rigs will be added (when contracted to COMPANY in the USGOM), in the order listed, to bring the total up to 4 rigs for the calculation***:

a. DEVELOPMENT DRILLER II**

b. DEVELOPMENT DRILLER I

c. GSF ▇▇▇▇ ▇▇▇▇

d. GSF ▇.▇. ▇▇▇▇▇

e. OCEAN CONFIDENCE (outfitted to 10,000’)***

• If there are fewer than 4 rigs using the COMPANY contracted rigs on the list above, then the average shall be calculated using 3 rigs.

• If there are fewer than 3 rigs in the pool for calculating the average, the dayrate shall stay at the last calculated rate until the pool increases to at least 3 rigs. COMPANY shall have the right to terminate the CONTRACT by giving 90 days written notice if there are fewer than three rigs in the pool for one continuous year from the first time there were fewer than 3 rigs available for the pool for the average calculation.

*The DISCOVERER ENTERPRISE dayrate shall not be included in the average until it concludes its current contract with COMPANY.

**The DEVELOPMENT DRILLER II dayrate shall not be included in the average until it concludes its initial three (3) year term contract with COMPANY. The Development Driller II shall continue to be excluded from the calculations if any exercised option(s) after the initial three (3) year term limits or caps the dayrate paid during the option period. However, any exercised option period(s) after the initial three (3) year term in which the dayrates are obtained by mutual agreement based on current market rates shall be included in the Market Rate calculation.

*** If COMPANY reimburses Diamond Offshore Company for the 10,000’ upgrade on a “lump sum” basis, then the lump sum paid for the upgrade will be divided out over the firm term of the contract to arrive at a daily sum to be added to the Operating Rate for purposes of calculating the Market Rate. If the Ocean Confidence’s

rate (on any day the average calculation is made) is set by a stipulated or limited rate in an option attached to its current contract, then its rate shall not be included in the average calculation.

Upon reasonable notification, any given Market Rate calculation shall be subject to audit by third party auditors contracted by COMPANY. Errors in any given Market Rate calculation inconsistent with the above shall be adjusted promptly following the issuance of the relevant audit report.

4. Article 27.1, TERMINATION BY COMPANY shall be revised as follows:

Article 27.1.1 which contains provisions for “termination for convenience” shall be deleted in its entirety.

5. A new Item 1.42 shall be added under Category I, Furnished by CONTRACTOR, paid by CONTRACTOR to EXHIBIT B-3, MATERIAL, SUPPLIES AND SERVICES as follows:

1.42 CONTRACTOR shall provide up to an additional 2,000’ of Vetco type “F” or “H” riser for the DEEPWATER HORIZON upon at least six month’s written notice from COMPANY. The additional riser must be available by a mutually agreed date, provided such date shall not be later than September 17, 2007. CONTRACTOR shall have the right to use the riser on other rigs when not in use on the Horizon so long as it is available to COMPANY upon six months written notice as stated above.

Except as changed by this Amendment No. 24, the CONTRACT as previously amended shall remain in full force and effect.

IN WITNESS WHEREOF, the authorized representatives of the parties hereto have executed this Amendment No. 24 in duplicate originals as of the day and year first above written.

BP America Production Company

COMPANY

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Vice President

Transocean Holdings, Inc.

CONTRACTOR

By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Printed Name

Title: Sr. MKTG. Rep.

June 7, 2005

Transocean Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: Mr. ▇▇▇▇▇ ▇▇▇▇▇

Subject: Drilling Contract No. 980249 Work Order No. BPR-05-01127

Dear ▇▇. ▇▇▇▇▇,

Enclosed for execution by Transocean Holdings, Inc. (“Transocean”) are two (2) originals of revised Work Order No. BPR-05-01127 under Drilling Contract No. 980249. This Work Order was revised to indicate that BP will reimburse Transocean for all work required for the provision of a Riser Tensioner Parking System on the “Deepwater Horizon” at actual documented costs plus the 5% handling fee.

This revised Work Order supersedes and replaces the original Work Order that was previously sent to you. Therefore, please rescind and destroy the original Work Order dated May 27, 2005.

Please have an authorized representative of Transocean sign both originals of the Work Order at the designated signature block and return one (1) original to the attention of M. ▇▇▇▇ ▇▇▇▇▇ at the following address:

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: Mr. M. ▇▇▇▇ ▇▇▇▇▇

Mail Code 25.138, WL1

If you have any questions concerning the above, please contact M. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇. Best Regards,

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

PSCM Manager — GoM Drilling and ▇▇▇▇▇

Enclosures

WORK ORDER

Date: June 7, 2005

Work Order requested by: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

This Work Order is subject to the terms and conditions of Drilling Contract No. 980249 between BP America Production Company (“COMPANY”) and Transocean Holdings, Inc. (“CONTRACTOR”), made and effective the 9th day of December, 1998. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NOTHING CONTAINED IN THIS WORK ORDER SHALL BE CONSTRUED AS AN AMENDMENT TO THE TERMS OF THE REFERENCED CONTRACT.

CONTRACTOR: Transocean Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Work Order No.: BPR-05-01127

SAP Code: X2-000P7:RIGUPGRADE

Paykey No.: ZNAXO4UPGR

Project Identification: Transocean “Deepwater Horizon” Upgrades/Modifications, including:

Riser Tensioner Parking System Estimated Value of Work Order: Not to Exceed $60,000 Expected Start Date: June 1, 2005

Expected Completion Date: June 14, 2005

Description/Scope of Work/Additional Terms and Conditions:

Article 5.1.1 of Drilling Contract No. 980249 (“CONTRACT”) stipulates that any modifications to the Drilling Unit after the Commencement Date shall be as agreed in a separate written agreement. In respects of these guidelines, the separate written agreement will hereinafter be referred to as a “Work Order” and implementation of the requirements delineated in the Work Order shall be in accordance with the terms and conditions of the CONTRACT.

Under this Work Order COMPANY is requesting and CONTRACTOR has agreed to furnish certain personnel, equipment and materials to perform the services described herein below as required for supporting COMPANY’s drilling operations in the Gulf of Mexico.

The scope of work includes the provision of a Riser Tensioner Parking System on the Drilling Unit “Deepwater Horizon.” CONTRACTOR will furnish the materials and perform the labor necessary for fabrication of the said System as per Drawing No. O- IP 1000, Sheets 1 through 3, which are attached hereto and made a part of this Work Order. Also attached to this Work Order are four

(4) photographs which show the prescribed location where the System is to be installed on the Drilling Unit.

COMPANY shall reimburse CONTRACTOR for all actual documented costs as specified herein plus a 5% handling fee. A breakdown of the costs comprising the Estimated Value of Work Order is as follows:

Description Estimated Costs

Labor and Materials to Fabricate $ 24,042

Sandblast and Paint 3,608

Installation on Drilling Unit (includes Labor and Equipment) 26,520

Survey Charge 1,080

Subtotal $ 55,250

Handling Fee @ 5% 2,763

TOTAL ESTIMATED VALUE $ 58,013

or, say, $ 60,000

Note: CONTRACTOR expects that a few miscellaneous charges will be incurred during performance of the Work. In such event, all miscellaneous charges shall be billed to COMPANY at actual documented cost plus the 5% handling fee. Therefore, for the purpose of preparing this Work Order, the TOTAL costs derived above have been rounded-off to the amount shown.

In addition to the costs identified above, COMPANY and CONTRACTOR agree to share payment of the Dayrate for the Drilling Unit on a 50/50 basis for the first fourteen (14) days of the Work. After fourteen (14) days, CONTRACTOR shall bear all costs of the Drilling Unit.

For Example:

If the Work takes 10 days ... COMPANY pays for 5 days of rig time.

If the Work takes 14 days ... COMPANY pays for 7 days of rig time. After 14 days, CONTRACTOR pays for all rig time.

Thus, COMPANY’s maximum exposure to paying for rig time is 7 days.

Payment of the Dayrate for the Drilling Unit shall also be rotated between the parties on a day-by-day basis. In other words, COMPANY will pay for the first day, CONTRACTOR will pay for the second day, COMPANY will pay for the third day, and so forth.

The Estimated Value of Work Order set forth in the heading of this document is based only on the Work as presently defined. CONTRACTOR agrees to keep COMPANY informed on the progress of the Work and to notify COMPANY if the Estimated Value of the Work Order exceeds the specified amount.

All of the Work shall be performed in accordance with the terms and conditions of this Work Order and the CONTRACT. Any terms and conditions appearing in other documents furnished by CONTRACTOR shall be of no effect except to confirm the type and quantity of personnel, equipment, materials and whatever else is to be furnished by CONTRACTOR.

Forward invoices/statements to: BP America Production Company

Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇

▇.▇. ▇▇▇ ▇▇▇▇▇

▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Work Order No.: BPR-05-01127

SAP Code: X2-000P7:RIGUPGRADE Paykey No.: ZNAX04UPGR

ACCEPTED BY: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ APPROVED BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

CONTRACTOR COMPANY

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Printed Name Printed Name

Date: 6/13/05 Date: 7-June-05

Notices: Transocean Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

E-Mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mail Code: 25.136, WL1 Phone: ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

E-Mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇

June 7, 2005

Transocean Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: Mr. ▇▇▇▇▇ ▇▇▇▇▇

Subject: Drilling Contract No. 980249

Revised Work Order No. BPR-05-01120

Dear ▇▇. ▇▇▇▇▇,

Enclosed for execution by Transocean Holdings, Inc. (“Transocean”) are two (2) originals of revised Work Order No. BPR-05-01120 under Drilling Contract No. 980249. This Work Order was revised to indicate that the cost of welding provided by Transocean for the Fingerboard Upgrade on the “Deepwater Horizon” will be paid separately at actual documented costs plus the 5% handling fee.

This revised Work Order supersedes and replaces the original Work Order that was previously sent to you. Therefore, please rescind and destroy the original Work Order dated June 2, 2005.

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: Mr. M. ▇▇▇▇ ▇▇▇▇▇

Mail Code 25.138, WL1

If you have any questions concerning the above, please contact M. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇. Best regards,

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

PSCM Manager — GoM Drilling and ▇▇▇▇▇

Enclosures

WORK ORDER

Date: June 7, 2005

Work Order requested by: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

This Work Order is subject to the terms and conditions of Drilling Contract No. 980249 between BP America Production Company (“COMPANY”) and Transocean Holdings, Inc. (“CONTRACTOR”), made and effective the 9th day of December, 1998. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NOTHING CONTAINED IN THIS WORK ORDER SHALL BE CONSTRUED AS AN AMENDMENT TO THE TERMS OF THE REFERENCED CONTRACT.

CONTRACTOR: Transocean Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Work Order No.: BPR-05-01120

SAP Code: X2-000M6-C:PRSPUD

Paykey No.: ZNAX04KIDA

Project Identification: Kaskida Prospect Exploration Well

OCS-G-25792, ▇▇▇▇▇▇▇▇ Canyon Blk. 292 #1 Fingerboard Upgrade — Deepwater Horizon

Estimated Value of Work Order:

For the Work Actual Documented Cost plus 5% Handling Fee to be $230,659

Hoses, Bolts, Nuts, Etc. Actual Documented Cost plus 5% Handling Fee (per Note 1 on Page 2) Travel Expenses Actual Documented Cost plus 5% Handling Fee (per Note 2 on Page 2) Welding by CONTRACTOR Actual Documented Cost plus 5% Handling Fee (per Note 3 on Page 2)

Expected Start Date: February 1, 2005

Expected Completion Date: September 1, 2005

Description/Scope of Work/Additional Terms and Conditions:

The scope of work involves the Fingerboard Upgrade on the Drilling Unit “Deepwater Horizon.” CONTRACTOR will increase the fingerboard on the Drilling Unit by 5 rows in accordance with Varco Quotation No. 27469 Rev 6, dated 08-Feb-05, which is made a part of this Work Order by reference only. This will increase the racking ability by approximately 8,500 ft. The upgrade will benefit COMPANY in several ways as it will allow CONTRACTOR to rack more pipe plus help the Drilling Unit in ▇▇▇▇▇▇▇ management of different strings. The

upgrade will also free up casing fingers on the deep ▇▇▇▇▇ that CONTRACTOR will drill. Other features of the fingerboard upgrade include, but are not necessarily limited to, the following:

• System will provide individual, heavy duty (extended) latches for each stand of pipe.

• Latches are sequenced open and closed by an electronic/pneumatic controller mounted in control manifold enclosures at fingerboard level.

• Fingerboard utilizes (IEC/CENELEC) Ex electrical components and is constructed to IEC standards for marine applications.

• All hazardous area equipment is certified for Zone 1.

• All exterior mounted safe area equipment is designed for marine application.

• All hardware is rated for IP 56 min and -20°C to 45°C.

• Existing control system will be upgraded to include all necessary pneumatic/hydraulic controls, electrical and communication hardware.

• System is equipped with a Control Tower that includes an all electronic/pneumatic discreet controller mounted in a control manifold enclosure at fingerboard level.

• Engineering of System will include software upgrade for 2 PRS/Fingerboard interfaces to include interfacing with the Hitech Cyberbase control system.

Description	Costs
Cost of Varco Quotation No. 27469 Rev 6:
Fingerboard	$ 165,111
Tower, Control, Fingerboard	38,564
Engineering and *Installation	16,000
Subtotal	$ 219,675
Handling Fee @ 5%	10,984
TOTAL ESTIMATED VALUE	$ 230,659

*Note 1: Not included with installation are all necessary hoses, bolts, nuts and fittings for interfacing with CONTRACTOR supplied ▇▇▇▇▇▇▇/Mast Fingerboard mounting structure and ▇▇▇▇▇▇▇ piping. Therefore, the cost of all such items shall be separately billed to COMPANY and charged at actual documented costs plus the 5% handling fee.

*Note 2: If a Varco Service Engineer is required for installation, then Travel Expenses for the Engineer shall be separately billed to COMPANY and charged at actual documented costs plus the 5% handling fee.

Note 3: In addition to the Work delineated in the Varco Quotation, it is estimated that some welding will be required by CONTRACTOR. Therefore, the cost of all welding by CONTRACTOR shall be separately billed to COMPANY and charged at actual documented costs plus the 5% handling fee.

The Value of Work Order set forth in the heading of this document is based only on the Work as presently defined. CONTRACTOR agrees to keep COMPANY informed on the progress of the Work and to notify COMPANY if the Value of the Work Order exceeds the specified amount.

effect except to confirm the type and quantity of personnel, equipment, materials and whatever else is to be furnished by CONTRACTOR.

Forward invoices/statements to: BP America Production Company

Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇

▇.▇. ▇▇▇ ▇▇▇▇▇

▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Work Order No.: BPR-05-01120

SAP Code: X2-000M6-C:PRSPUD Paykey No.: ZNAX04KIDA

ACCEPTED BY: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ APPROVED BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

CONTRACTOR COMPANY

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Printed Name Printed Name

Date: 6/13/05 Date: 7-June-05

Notices: Transocean Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Phone: ▇▇▇-▇▇▇-▇▇▇▇ Mail Code: 25.136, WL1

Fax: ▇▇▇-▇▇▇-▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇

E-Mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇

E-Mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇

June 7, 2005

Transocean Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: Mr. ▇▇▇▇▇ ▇▇▇▇▇

Subject: Drilling Contract No. 980249 Work Order No. BPR-05-01102

Dear ▇▇. ▇▇▇▇▇,

Enclosed for execution by Transocean Holdings, Inc. (“Transocean”) are two (2) originals of revised Work Order No. BPR-05-01102 under Drilling Contract No. 980249. This Work Order was revised to indicate that BP will reimburse Transocean for all work required for the Removal of Pelican Hooks on the “Deepwater Horizon” at actual documented costs plus the 5% handling fee.

This revised Work Order supersedes and replaces the original Work Order that was previously sent to you. Therefore, please rescind and destroy the original Work Order dated May 25, 2005.

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: Mr. M. ▇▇▇▇ ▇▇▇▇▇

Mail Code 25.138, WL1

If you have any questions concerning the above, please contact M. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇. Best regards,

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

PSCM Manager — GoM Drilling and ▇▇▇▇▇

Enclosures

WORK ORDER

Date: June 7, 2005

Work Order requested by: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

This Work Order is subject to the terms and conditions of Drilling Contract No. 980249 between BP America Production Company (“COMPANY”) and Transocean Holdings, Inc. (“CONTRACTOR”), made and effective the 9th day of December, 1998. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NOTHING CONTAINED IN THIS WORK ORDER SHALL BE CONSTRUED AS AN AMENDMENT TO THE TERMS OF THE REFERENCED CONTRACT.

CONTRACTOR: Transocean Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Work Order No.: BPR-05-01102

SAP Code: X2-000H5-E: MOORING

Paykey No.: ZNAX04BLUE

Project Identification: Blues Image Prospect, MC587#1 — P&A OCS-G-16625

Removal of Pelican Hooks Estimated Value of Work Order: Not to Exceed $600,000 Expected Start Date: May 11, 2005

Expected Completion Date: June 18, 2005

Description/Scope of Work/Additional Terms and Conditions:

The scope of work involves the Removal of Pelican Hooks on the Drilling Unit “Deepwater Horizon.” A description of work requirements, schedule and estimated costs based upon installation of the Pelican Hooks is set forth in the INTERMOOR letter, dated May 9, 2005, which is attached hereto and made a part of this Work Order. The estimated cost for the Work described in the said letter is $422,560 but, it is important to point out that such amount does not include the cost of the vessel charter.

All costs for the vessel charter are set forth in the INTERMOOR letter, dated May 18, 2005, which is also attached hereto and made a part of this Work Order. Charges for the vessel shall be $8,650 per day during actual performance of the Work, which is inclusive of mobilization and demobilization of the vessel, plus expenses for fuel, lube and commissaries that will be at actual documented costs. INTERMOOR will require a three (3) day minimum notice to secure the vessel prior to its need. It is tentatively planned that the vessel will be used for sixteen (16) days.

Description Estimated Costs

Cost of the Work (except for Vessel Charter) $ 422,560

Cost of Vessel Charter (16 Days @ $8,650/Day) 138,400

* Cost of Fuel, Lube and Commissaries (16 Days @ $600/Day) 9,600

Subtotal $ 570,560

Handling Fee @ 5% 28,528

TOTAL ESTIMATED VALUE $ 599,088

or, say, $ 600,000

* Note: Fuel, Lube and Commissaries will be provided at actual documented costs plus 5%. However, for the purpose of preparing this Work Order, it is estimated that the cost of all such items will be $600/Day.

Forward invoices/statements to: BP America Production Company

Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇

▇.▇. ▇▇▇ ▇▇▇▇▇

▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Work Order No.: BPR-05-0l102

SAP Code: X2-000H5-E:MOORING Paykey No.: ZNAX04BLUE

ACCEPTED BY: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ APPROVED BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

CONTRACTOR COMPANY

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Printed Name Printed Name

Date: 13-June-2005 Date: 7-June-05

Notices: Transocean Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

BP America Production Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Phone: ▇▇▇-▇▇▇-▇▇▇▇ Mail Code: 25.136, WL1

Fax: ▇▇▇-▇▇▇-▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇

E-Mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇

E-Mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇

May 9, 2005

InterMoor Inc.

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇

▇.▇. ▇▇▇ ▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Ms. Katy Hoist T: 985.385.3083

Transocean Offshore Deepwater Drilling TF: 800.451.8106

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇ F: 985.631.2015

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ E: ▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

▇▇▇-▇▇▇-▇▇▇▇ W: ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

Via Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

Subject: Deepwater Horizon — Pelican Hook Removal LA Bid No. ▇▇-▇▇-▇▇▇

Dear ▇▇. ▇▇▇▇▇:

As per our conversation, following you will find a description of work requirements, schedule and estimated cost based upon the installation of the Pelican Hooks on the Deepwater Horizon.

The cantilever work platforms and appurtenances for the spider baskets will have to be fabricated. Upon completion of fabrication a vessel will need to be chartered to carry the equipment and crew from our ▇▇▇▇▇▇ facility to the Deepwater Horizon. The vessel will need to be offloaded to the Deepwater Horizon and the equipment will need to be staged at the appropriate location for the removal of the hooks. The rig will need to be deballasted to the point that the pontoons are near the surface. The hooks will be removed by means of arc gouging, and the area will be inspected using magnetic particle for any defects and/or cracks and repair if necessary. The area will be buffed and coated to the Transocean coating specifications. Any other inspection requirements by Transocean will be supplied by Transocean.

The above will apply until all hooks have been removed and all inspections and coatings have been completed.

Also, there will be a need to remove some of the handrails and stairs to accommodate the cantilever platforms. Any items removed will be reinstalled to its correct location and condition.

Additional appurtenances above the hooks and at the deck level will need to be removed and will be done with the same process as above.

Accommodations for the crew will be supplied by the vessel standing by. Meals for the personnel will need to be supplied by the rig. You will see a listing of the personnel on the following cost breakdown. The total will be two (2) crews, to work rotating twelve (12) hour shifts comprised of 34 total people.

Upon completion of the job, all areas will be cleaned and all equipment and appurtenances will be loaded on the vessel and returned to InterMoor Inc.’s ▇▇▇▇▇▇ Facility.

As you will see on the following schedule of work, in order for the work to be completed in the prescribed time frame, we will need to begin preparations for fabrication as soon as possible, ideally May 11th.

InterMoor Inc. thanks you for the opportunity to quote on your Deepwater Horizon job needs. If you have any questions regarding this matter, or if I can be of further assistance, please feel free to contact me at the above numbers or email me at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇.

Thank you,

▇▇▇▇▇ ▇▇▇▇▇▇ President InterMoor Inc.

Enclosures: Cost Breakdown

Schedule of Work

CM/ca

Description	Qty.	Unit Cost	Estimated Total Cost Based on 12 Day Operation
Fabrication Cantilever Platforms	2	$31,500.00 Ea.	$63,000.00
Rental Equipment	1 Lot	$6,000.00 Day	$72,000.00
Project Superintendent	1	$1,800.00 Day	$21,600.00
Crew Superintendent	2	$1,440.00 Day Ea.	$17,280.00
Offshore Fitter/Welders	12	$780.00 Day Ea.	$112,320.00
Welder Helpers	8	$480.00 Day Ea.	$46,080.00
Fire Watch Persons	8	$480.00 Day Ea.	$46,080.00
Inspector Level II	1	$660.00 Day	$7,920.00
Safety Coordinator	2	$720.00 Day Ea.	$17,280.00
Vessel Charter	1	Availability Rates	Availability Rates
Vessel Mobe and De-Mobe	1	$19,000.00	$19,000.00

Total* Estimated Cost of the Project $ 422,560.00

*This total does not include the cost of the vessel charter.

May 18, 2005

InterMoor Inc.

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇

▇.▇. ▇▇▇ ▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

T: 985.385.3083

▇▇▇▇ ▇▇▇▇▇ TF: 800.451.8106

Transocean Offshore F: 985.631.2015

Houston, TX E: ▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

Phone: ▇▇▇-▇▇▇-▇▇▇▇ W: ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

Via Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇

Subject: Supply Vessel for Horizon Project LA Bid No. ▇▇-▇▇-▇▇▇

Dear ▇▇. ▇▇▇▇▇:

InterMoor Inc. is pleased to provide at quote per your request on one (1) Supply Vessel to assist in the removal of the Pelican Hooks from the Horizon as follows:

1. 185’ Supply Vessel $8,650.00 per day Note: This price does not include fuel, lube and commissaries.

2. Qualifications:

• Above quote is based on price and availability of vessel.

• InterMoor Inc. will require a three (3) day minimum notice to secure the vessel prior to the start/need for the vessel.

• This quote is good for thirty (30) days from the date of this letter.

InterMoor Inc. thanks you for the opportunity to quote on the above. If you have any questions regarding this matter or if I can be of further assistance, please feel free to contact me at the above numbers or email at ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇.

Thank you,

▇▇▇▇▇▇▇ ‘TP’ Palmature Operations

InterMoor Inc.

Cc: ▇. ▇▇▇▇▇▇

WORK ORDER

Date: June 17, 2005

Work Order requested by: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

This Work Order is subject to the terms and conditions of Drilling Contract No. 980249 between BP America Production Company (“COMPANY”) and Transocean Holdings, Inc. (“CONTRACTOR”), made and effective the 9th day of December, 1998, as amended. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NOTHING CONTAINED IN THIS WORK ORDER SHALL BE CONSTRUED AS AN AMENDMENT TO THE TERMS OF THE REFERENCED CONTRACT.

CONTRACTOR: Transocean Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Work Order No.: BPR-05-01560

Paykey No.: ZNAX04BONS

Project Identification: Bonsai Well Additional Drill Pipe

Estimated Value of Work Order: $60,000

Expected Start Date: June 17, 2005

Expected Completion Date: October 17, 2005

Description/Scope of Work/Additional Terms and Conditions:

Article 5.1.1 of Drilling Contract No. 980249 (“CONTRACT”) stipulates that any modifications to the Drilling Unit after the Commencement Date shall be as agreed in a separate written agreement. In respects of this, the separate written agreement will be referred to as a “Work Order” and implementation of the requirements delineated in the Work Order shall be in accordance with the terms and conditions of the CONTRACT.

Under this Work Order COMPANY is requesting and CONTRACTOR has agreed to furnish certain additional equipment and materials described herein below as required for supporting COMPANY’s drilling operations on the Bonsai Well located in the Gulf of Mexico.

The Work Order includes the provision of Additional Drill Pipe for the Drilling Unit “Deepwater Horizon”. An additional 1,000’ (23 joints) of 6-5/8” premium grade drill pipe will be furnished by CONTRACTOR in accordance with the following technical specifications:

6 5/8” X 40.5# .625 WALL, 5.375”ID., 95% WALL, RIII S-135 (44.5 +/- 6”) W/6 5/8”FH API + 4” LTS (12 PIN X 14” BOX) (8

1/2” OD X 4 1/4” ID ) TOOL JOINT TK34 INTERNAL PLASTIC COATING, ARMACOR M HARDBANDING APPLIED

3/32” PROUD ON 3” OF BOX OD BEGINING 1/4” TO 3/8” ABOVE ELEVATOR SHOULDER

COMPANY shall pay CONTRACTOR a “Fee” which shall hereinafter be defined as $500/day for the drill pipe. The drill pipe will be required for the duration of the Bonsai Well which is expected to last for a four (4) month time period. Thus, the Estimated Value of Work Order is calculated as follows:

($500/day) (4 months) (30 days/month) = $60,000 1

The Estimated Value of this Work Order as set forth in the heading of this document is based only on the Work as presently defined. If the duration of the Bonsai Well should exceed the estimated four (4) month time period, then COMPANY will provide an extension to this Work Order in the form of a “Change Order.” Regardless of the duration of the Bonsai Well the agreed Fee will be paid until the drill pipe is returned and offloaded at COMPANY’s shore base facility.

The Fee shall commence at 00:00 on June 17, 2005, and shall end after the drill pipe has been returned and offloaded at COMPANY’s shore base facility at Fourchon, Louisiana.

COMPANY shall also reimburse CONTRACTOR for all costs associated to re-inspect the drill pipe to DS1 ▇▇▇▇▇ ▇ standards and return to CONTRACTOR’s yard in Amelia, Louisiana, after the Bonsai Well is completed. All inspection, repair and transportation costs, including freight and handling charges associated with movement of the drill pipe, will be for COMPANY’s account regardless of the Estimated Value of Work Order noted hereinabove.

The pricing information presented herein shall be firm and fixed for the duration of this Work Order and will serve as the basis of any subsequent price adjustments, if deemed necessary.

Forward invoices/statements to: BP America Production Company

Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇

▇.▇. ▇▇▇ ▇▇▇▇▇

▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Work Order No.: ▇▇▇-▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ No.: ZNAX04BONS

All of the Work shall be performed in accordance with the terms and conditions of this Work Order and the CONTRACT as amended.

ACCEPTED BY: /s/ W. ▇▇▇▇ ▇▇▇▇▇ APPROVED BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

CONTRACTOR COMPANY

Marketing Manager - North America ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Printed Name Printed Name

Date: 9/7/05 Date: 31 Aug 05

Notices: Transocean Holdings, Inc. BP America Production Company ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Phone: ▇▇▇-▇▇▇-▇▇▇▇ Mail Code: 624A, WL4

Fax: ▇▇▇-▇▇▇-▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇

E-Mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇

E-Mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇

Amendment No. 26 to

Drilling Contract No. 980249

This Amendment No. 26 is entered into effective as of the 18th day of September, 2005, by and between BP America Production Company (hereinafter referred to as “COMPANY”) and Transocean Holdings, Inc. (hereinafter referred to as “CONTRACTOR”) with a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.

W I T N E S S E T H:

WHEREAS, by Drilling Contract No. 980249 made and effective the 9th day of December, 1998, COMPANY and CONTRACTOR entered into that certain Contract for the “Deepwater Horizon” (hereinafter referred to as “CONTRACT”), as previously amended by twenty-three (23) letters of agreement/amendments and Amendments No. 24 and Letter of Agreement for Cost Escalation 2005 dated March 31, 2005 (sometimes also known as Amendment No. 25); and

WHEREAS, COMPANY and CONTRACTOR desire to amend the CONTRACT in accordance with Article 2.3.2 of said CONTRACT, which Article has been amended per Contract Extension Agreement letter dated April 19, 2004, and subsequently amended per Amendment No. 24 to adjust the dayrates to reflect the change in costs for labor, catering, insurance, spare parts and supplies if the costs of any of the aforesaid items vary by three percent (3%) from the costs thereof.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter provided, COMPANY and CONTRACTOR agree to amend the CONTRACT as follows:

1. EXHIBIT A, DAYRATES, shall be revised as follows to indicate a $2,526/day increase in the dayrates:

EXHIBIT A DAYRATES

RATES PER 24 HOUR DAY

Operating Rate $277,526.00 per day

Moving Rate $277,526.00 per day

Standby Rate With Crews $277,526.00 per day

Standby Rate Without Crews $277,526.00 per day less documented cost savings

Stack Rate With Crews $277,526.00 per day less documented cost savings

Stack Rate Without Crews $277,526.00 per day less documented cost savings

Equipment Repair Rate $ -0- per day

Hurricane Evacuation Rate Standby Rates Without Crews plus documented expenses of evacuated crew

Note

The following documentation which supports all of the increases reflected above is attached hereto and made a part of this Amendment No. 26:

E-33 1

• BASIS FOR COST ESCALATIONS, DEEPWATER HORIZON, September 18, 2005

• DEEPWATER HORIZON, Adjusted Labor as of September 18, 2005

• U.S. Department of Labor, Bureau of Labor Statistics, Data extracted on: December 8, 2005, Producer Price Index - Commodities, Series Id: WPU119102, Group: Machinery and equipment, Item: Oil field and gas field drilling machinery

• Transocean letter from ▇▇▇▇▇ ▇▇▇▇▇, CPCU, ARe, Manager-Insurance, to ▇▇▇ ▇▇▇▇▇▇▇, Re: Annual Premiums, Deepwater Horizon

Except as changed by this Amendment No. 26, the CONTRACT as previously amended shall remain in full force and effect.

IN WITNESS WHEREOF, the authorized representatives of the parties hereto have executed this Amendment No. 26 in duplicate originals as of the day and year first above written.

BP America Production Company

COMPANY

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

David R. Mottashed

Printed Name

Title: PSCM Manager – Offshore GoM

Transocean Holdings, Inc.

CONTRACTOR

By: /s/ Anton Dibowitz

Anton Dibowitz

Printed Name

Title: Sr. Marketing Representative

5/15/06

E-34 2

Horizon – Escalation Sept. 2005 TSF File #01-063

BASIS FOR COST ESCALATIONS DEEPWATER HORIZON

September 18, 2005

$ Per Day

March 1, 2005

Baseline Costs

September 18,

2005 Baseline

Costs Variance

Adjusted Sept. 2005

Baseline Costs

Clause No.:

2.3.2a) Base Labor Cost:
Labor & Burden (per schedule)	$ 30,385	$ 33,168	$ 2,783	$ 33,168
Training & Transportation Costs	$ 3,447	$ 2,327	$ -1,120	$ 2,327
Total Base Labor Cost	$ 33,832	$ 35,495	$ 1,663	$ 35,495
Percentage Increase			5%

2.3.2b) Base Catering Cost:
69 Contractor Personnel	$ 2,101	$ 2,146	$ 45	$ 2,101
10 Company Personnel	$ 305	$ 311	$ 6	$ 305
Total Base Catering Costs	$ 2,406	$ 2,457	$ 51	$ 2,406
Percentage Increase			2%

2.3.2c) Base Maintenance Element:	$ 16,030	$ 16,495	$ 465	$ 16,030
Total Base Matinenance Costs			$ 465

Percentage Increase 3%

2.3.2d) Base Insurance Cost:

Hull & Machinery	$ 1,710	$ 2,555	$ 844	$ 2,555
Marine P&I	$ 2,257	$ 2,257	$ 0	$ 2,257
Excess Liability	$ 464	$ 483	$ 19	$ 483
Brokers Fee	$ 110	$ 110	$ 0	$ 110
Oil Pollution	$ 26	$ 26	$ 0	$ 26
Total Base Insurance Cost:	$ 4,568	$ 5,431	$ 863	$ 5,431
Percentage Increase			19%

Total Baseline Operating Costs	$ 56,836 $ 59,878 $ 2,526	$ 59,362
	Total Dayrate Increase =	$ 2,526/day
	E-35 3

DEEPWATER HORIZON

Adjusted Labor as of September 18, 2005

A B C D

GOM Base Labor GOM Overtime Rates

No. of Personnel Daily Rate per Daily Hourly

Board

Assigned

To Rig JOB CLASSIFICATION

person (inc.

TT&C)

Total Daily on

Board Cost

Overtime

Rates

Overtime

Rates

1	2	OIM	995.17	923.15	878.96	73.25
3	6	Toolpusher	849.75	2,333.20	733.54	61.13
2	4	Driller	700.54	1,257.03	696.48	58.04
4	8	Assistant Driller	576.25	2,016.94	548.34	45.70
2	4	Derrickhand	502.47	860.91	460.40	38.37
2	4	Pumphand	461.44	778.84	411.49	34.29
8	16	Floorhand	414.26	2,896.81	389.73	32.48
1	2	Maintenance Supervisor	831.01	758.99	714.80	59.57
1	2	Mechanical Supervisor	714.02	642.00	597.81	49.82
2	4	Chief Mechanic	645.30	1,146.56	630.64	52.55
2	4	Mechanic	576.25	1,008.47	548.34	45.70
1	2	Senior Motor Operator	461.44	389.42	411.49	34.29
2	4	Motor Operator	442.27	780.23	423.12	35.26
1	2	Electrical Supervisor	714.02	642.00	597.81	49.82
1	2	Chief Electrician	645.30	573.28	630.64	52.55
1	2	Electrician	576.25	504.23	548.34	45.70
1	2	Chief Electronic Technician	645.30	573.28	630.64	52.55
1	2	Electronic Technician	576.25	504.23	548.34	45.70
1	2	Senior Sub Sea Sup Dp	809.81	737.79	693.59	57.80
1	2	Subsea Supervisor	714.02	642.00	712.55	59.38
1	2	Master	916.59	844.57	800.37	66.70
1	2	Chief Mate	731.23	659.21	733.07	61.09
1	2	Bosun	521.02	449.00	482.51	40.21
3	6	AB Seaman	451.35	1,197.57	433.93	36.16
2	4	DP Operator	603.87	1,063.70	581.26	48.44
2	4	Assistant Dp Operator	523.78	903.52	485.80	40.48
3	6	Crane Operator	521.02	1,346.99	482.51	40.21
1	2	Deck Pusher	543.28	491.12	543.51	45.29
2	4	Lead Roustabouts	382.30	660.29	351.64	29.30
9	18	Roustabouts	382.30	2,971.29	351.64	29.30
1	2	Welder	502.47	430.45	460.40	38.37
1	2	Senior Materials Coordinator	576.25	504.23	460.04	38.34
1	2	Material Coordinator	493.40	421.38	449.59	37.47
1	2	Medic	493.40	421.38	449.59	37.47
1	2	Radio Operator	438.16	366.14	383.75	31.98
1	2	RSTC	539.56	467.54	504.61	42.05
0	0	—	—	—	—	—
0	0	—	—	—	—	—
0	0	—	—	—	—	—
0	0	—	—	—	—	—
69	138		Total Labor Costs =	$ 33,167.73

The figures in column “A” are to be used as the basis for adding personnel to the permanent crew and for determining the credit for crew members short. This includes all Training, Transportation and Catering costs.

The figures in column “B” are the daily cost of all crew members excluding Training, Transportation and Catering costs.

The figures in column “C” are the daily cost of overtime excluding Training, Transportation and Catering costs (assuming a daily schedule of 12 hours)

The figures in column “D” are the hourly cost of overtime excluding Training, Transportation and Catering costs.

E-36 4

Bureau of Labor Statistics Data

U.S. Department of labor Bureau of Labor Statistics Bureau of Labor Statistics Data

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Change Output From: 1995 To: 2005 GO

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Data extracted on: December 8, 2005 (11:24:10 AM) Producer Price Index-Commodities

Series Id: WPU119102 Not Seasonally Adjusted

Group: Machinery and equipment

Item: Oil field and gas field drilling machinery

Base Date: 8200

year	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec	Annual
1995	118.3	118.6	119.2	119.2	119.3	119.6	120.4	120.4	120.4	122.0	122.2	122.2	120.1
1996	124.0	124.0	124.0	124.3	124.2	124.8	125.3	125.3	125.3	126.2	126.6	127.1	125.1
1997	127.7	127.9	128.6	129.1	129.2	129.3	129.3	129.5	129.7	130 3	131.4	132.0	129.5
1998	133.1	132.9	133.1	133.0	133.0	133.0	132.9	132.9	132.9	133.6	133.6	133.6	133.1
1999	133.8	133.7	133.7	133.9	133.9	134.0	134.0	133.7	133.7	133.7	134.4	134.6	133.9
2000	134.9	136.3	136.3	136.3	136.5	136.5	136.5	136.6	136.7	138.7	138.7	138.7	136.9
2001	143.5	143.9	144.0	144.0	144.0	145.5	145.6	145.8	145.7	146.1	146.1	146.1	145.0
2002	146.2	146.2	146.6	146.6	146.4	146.4	146.4	146.4	146.7	146.7	146.7	146.7	146.5
2003	149.8	149.8	149.8	151.7	152.3	152.5	152.5	152.5	153.1	153.1	153.1	153.5	152.0
2004	153.8	153.9	154.8	156.4	157.1	157.1	156.6	156.7	156.8	157.0	157.9	160.1	156.5
2005	162.0	163.7	169.0	169.8	171.3	172.0	172.9(P)	172.9(P)	173.9(P)	174.1(P)

(P) : Preliminary. All indexes are subject to revision four months after original publication.

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01-063NAR - Horizon Escalation Mar-Sept 2005.doc

E-37 5

BETSY KELLY

TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC. 4 GREENWAY PLAZA

MANAGER-INSURANCE HOUSTON, TX 77046

Kim Schutts

Transocean Offshore Deepwater Drilling Inc. 1311 Broadfield

Houston, TX 77083

Re: Annual Premiums Deepwater Horizon

These costs and limits reflect the coverage provided at this time and are subject to change upon renewal.

Effective May 1, 2005

Coverage: All Risk Hull & Machinery

Carrier: various Underwriters @ Lloyds, led by Limit and Wellington Syndicates

Insured Value: $ 360,000,000

Deductible: $ 10,000,000

NET ANNUAL PREMIUM: $ 932,292

Effective December 31, 2004

Coverage:

Carrier:

Self Insured Retention:

DEDUCTIBLE ACCRUAL:

Primary Marine Protection & Indemnity various Underwriters @ Lloyds, led by

$10,000,000 per occurrence

$ 823,860

Effective May 1, 2005

Coverage: Excess Liability

Carriers: various Underwriters @ Lloyds, led by Limit and Wellington Syndicates

Limits: $500,000,000

NET ANNUAL PREMIUM: $ 176,374

Effective October 1, 2004

Coverage: Oil Pollution

Carrier: Surety coverage – backed by Underwriters @Lloyds

NET ANNUAL PREMIUM: $ 9,598

Effective December 31, 2004

U.S. Broker: McGriff, Seibels & Williams, Inc

Annual Fee: $ 40,180

* Includes the War risk buyback – the deductible is $10,000,000 each occurrence with a one time $40,000,000 additional aggregate deductible.

** Based on SIR accrual of $ 16.36 per person per day assigned to the rig. Best Regards,

Signed electronically Betsy Kelly, CPCU, ARe Manager- Insurance

(713) 232-7766 FAX (713) 232-7630 TEL BKELLY@HOUSTON.DEEPWATER.COM

E-38 6

CHANGE ORDER

NOTHING CONTAINED IN THIS CHANGE ORDER SHALL BE CONSTRUED AS AN AMENDMENT TO THE TERMS OF THE REFERENCED CONTRACT.

		CHANGE ORDER Number: WORK ORDER Number: CONTRACT Number: Project Code/Identification (if applicable):	1 BPR-05-01560 980249 Bonsai Well
		Date:	Additional Drill Pipe October 10, 2005
		WORK ORDER requested by:	George Coltrin
			(Name)
1.	DESCRIPTION OF CHANGE OF WORK:

Extend the term of Work Order No. BPR-05-01560 to November 30, 2005, to cover drilling operations that are still being performed by Transocean’s “Deepwater Horizon” on the Bonsai Well.

2. COMPENSATION:

Value of this Change Order No. 1 is $22,500.

CONTRACTOR will continue to be compensated for provision of the additional drill pipe in accordance with the Fee of

$500/day as specified in Work Order No. BPR-05-01560.

3. COMPLETION DATE:
Expected Completion Date for the Work will now be November 30, 2005.
4. ORIGINAL WORK RELEASE VALUE	$ 60,000

VALUE OF APPROVED CHANGE ORDERS TO DATE	0

THIS CHANGE ORDER VALUE	$ 22,500

TOTAL CURRENT WORK RELEASE VALUE	$ 82,500
BP America Production Company Transocean Holdings, Inc.
/s/ Belinda Erdelt 13-OCT-05 /s/ W. Brad James	10/18/05
COMPANY APPROVAL DATE CONTRACTOR ACCEPTANCE	DATE
Belinda Erdelt W. Brad James Printed Name Printed Name
PSCM Manager - GoM Drilling & Wells Marketing Manager - North America District Title Title

WORK ORDER

Date: December 13, 2005

Work Order requested by: George Coltrin

This Work Order is subject to the terms and conditions of Drilling Contract No. 980249 between BP America Production Company (“COMPANY”) and Transocean Holdings, Inc. (“CONTRACTOR”), made and effective the 9th day of December, 1998, as amended. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NOTHING CONTAINED IN THIS WORK ORDER SHALL BE CONSTRUED AS AN AMENDMENT TO THE TERMS OF THE REFERENCED CONTRACT.

CONTRACTOR: Transocean Holdings, Inc. 1311 Broadfield, Suite 400

Houston, Texas 77084

Work Order No.: BPR-05-02811

Paykey No.: ZNAX04KIDA

Project Identification: Kaskida Well Additional Drill Pipe

Estimated Value of Work Order: $300,000

Expected Start Date: January 1, 2006

Expected Completion Date: July 15, 2006

Description/Scope of Work/Additional Terms and Conditions:

Article 5.1.1 of Drilling Contract No. 980249 (“CONTRACT”) stipulates that any modifications to the Drilling Unit after the Commencement Date shall be as agreed in a separate written agreement. In respects of this, the separate written agreement will be referred to as a “Work Order” and implementation of the requirements delineated in the Work Order shall be in accordance with the terms and conditions of the CONTRACT.

The Work Order includes the provision of Additional Drill Pipe for the Drilling Unit “Deepwater Horizon”. An additional 3,000’ (69 joints) of 6-5/8” premium grade drill pipe will be furnished by CONTRACTOR in accordance with the following technical specifications:

6 5/8” X 40.5# .625 WALL, 5.375”ID., 95% WALL, RIII S-135 (44.5 +/- 6”) W/6 5/8”FH API + 4” LTS (12 PIN X 14” BOX) (8 1/2” OD X 4 1/4” ID) TOOL JOINT TK34 INTERNAL PLASTIC COATING, ARMACOR M HARDBANDING APPLIED 3/32” PROUD ON 3” OF BOX OD BEGINING 1/4” TO 3/8” ABOVE ELEVATOR SHOULDER

COMPANY shall pay CONTRACTOR a “Fee” which shall hereinafter be defined as $1,500/day for the drill pipe. The drill pipe will be required for the duration of the Kaskida Well which is expected to last for a two hundred (200) day time period. Thus, the Estimated Value of Work Order is calculated as follows:

($1,500/day) (200 days) = $300,000 1

The Estimated Value of this Work Order as set forth in the heading of this document is based only on the Work as presently defined. If the duration of the Kaskida Well should exceed the estimated two hundred (200) day time period, then COMPANY will provide an extension to this Work Order in the form of a “Change Order.” Regardless of the duration of the Kaskida Well the agreed Fee will be paid until the drill pipe is returned and offloaded at COMPANY’s shore base facility.

The Fee shall commence at 00:00 on January 1, 2006, and shall end after the drill pipe has been returned and offloaded at COMPANY’s shore base facility at Fourchon, Louisiana.

COMPANY shall also reimburse CONTRACTOR for all costs associated to re-inspect the drill pipe to DS1 Level 5 standards and return to CONTRACTOR’s yard in Amelia, Louisiana, after the Kaskida Well is completed. All inspection, repair and transportation costs, including freight and handling charges associated with movement of the drill pipe, will be for COMPANY’s account regardless of the Estimated Value of Work Order noted hereinabove.

The pricing information presented herein shall be firm and fixed for the duration of this Work Order and will serve as the basis of any subsequent price adjustments, if deemed necessary.

Forward invoices/statements to: BP America Production Company

Attention: Scanning Dept. S646

P.O. Box 22024

Tulsa, OK 74121-2024

Work Order No.: BPR-05-02811 Paykey No.: ZNAX04KIDA

All of the Work shall be performed in accordance with the terms and conditions of this Work Order and the CONTRACT as amended.

ACCEPTED BY:	/s/ Anton Dibowitz CONTRACTOR	APPROVED BY:	/s/ Belinda Erdelt COMPANY
	Anton Dibowitz		Belinda Erdelt
	Printed Name		Printed Name
Title:	Sr. Marketing Representative	Title:	PSCM Mgr – GoM Drilling & Wells
Date:	12/21/05	Date:	15-Dec-05
Notices:	Transocean Holdings, Inc. 1311 Broadfield, Suite 400 Houston, Texas 77084 Attention: Anton Dibowitz Phone: 832-587-8500 Fax: 832-587-8754		BP America Production Company 200 Westlake Park Boulevard Houston, Texas 77079 Attention: Belinda Erdelt Mail Code: 624A, WL4 Phone: 281-366-7334 Fax: 281-366-4697 E-Mail: Belinda.Erdelt@bp.com
		2

WORK ORDER

Date: August 12, 2006

Work Order requested by: George Coltrin

This Work Order is subject to the terms and conditions of Drilling Contract No. 980249 between BP America Production Company (“COMPANY”) and Transocean Holdings, Inc. (“CONTRACTOR”), made and effective the 9th day of December, 1998, as amended. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NOTHING CONTAINED IN THIS WORK ORDER SHALL BE CONSTRUED AS AN AMENDMENT TO THE TERMS OF THE REFERENCED CONTRACT.

CONTRACTOR: Transocean Holdings, Inc. 1311 Broadfield, Suite 400

Houston, Texas 77084

Work Order No.: BPR-06-02376

Paykey No.: ZNAXTAMARA

Project Identification: Tamara Well Additional Drill Pipe

Estimated Value of Work Order: $234,000

Expected Start Date: August 12, 2006

Expected Completion Date: January 15, 2007

Description/Scope of Work/Additional Terms and Conditions:

Article 5.1.1 of Drilling Contract No. 980249 (“CONTRACT”) stipulates that any modifications to the Drilling Unit after the Commencement Date shall be as agreed in a separate written agreement. In respects of this, the separate written agreement will be referred to as a “Work Order” and implementation of the requirements delineated in the Work Order shall be in accordance with the terms and conditions of the CONTRACT.

COMPANY shall pay CONTRACTOR a “Fee” which shall hereinafter be defined as $1,500/day for the drill pipe. The drill pipe will be required for the duration of the Tamara Well which is expected to last for a one hundred and fifty six (156) day time period. Thus, the Estimated Value of Work Order is calculated as follows:

($1,500/day) (156 days) = $234,000 1

The Estimated Value of this Work Order as set forth in the heading of this document is based only on the Work as presently defined. If the duration of the Tamara Well should exceed the estimated one hundred and fifty six (156) day time period, then COMPANY will provide an extension to this Work Order in the form of a “Change Order.” Regardless of the duration of the Tamara Well the agreed Fee will be paid until the drill pipe is returned and offloaded at COMPANY’s shore base facility.

The Fee shall commence at 00:00 on August 12, 2006, and shall end after the drill pipe has been returned and offloaded at COMPANY’s shore base facility at Fourchon, Louisiana.

COMPANY shall also reimburse CONTRACTOR for all costs associated to re-inspect the drill pipe to DS1 Level 5 standards and return to CONTRACTOR’s yard in Amelia, Louisiana, after the Tamara Well is completed. All inspection, repair and transportation costs, including freight and handling charges associated with movement of the drill pipe, will be for COMPANY’s account regardless of the Estimated Value of Work Order noted hereinabove.

The pricing information presented herein shall be firm and fixed for the duration of this Work Order and will serve as the basis of any subsequent price adjustments, if deemed necessary.

Forward invoices/statements to: BP America Production Company

Attention: Scanning Dept. S646

P.O. Box 22024

Tulsa, OK 74121-2024

Work Order No.: BPR-06-02376 Paykey No.: ZNAXTAMARA

All of the Work shall be performed in accordance with the terms and conditions of this Work Order and the CONTRACT as amended.

ACCEPTED BY: /s/ Anton Dibowitz APPROVED BY: /s/ Ben Steven Smith

CONTRACTOR COMPANY

Anton Dibowitz Ben Steven Smith

Printed Name Printed Name

Title: Marketing Manager, North America Title: Sr. PSCM Specialist, Drilling Rigs Date: Date: 10/4/06

Notices: Transocean Holdings, Inc. BP America Production Company 1311 Broadfield, Suite 400 200 Westlake Park Boulevard

Houston, Texas 77084 Houston, Texas 77079

Attention: Anton Dibowitz Attention: Steve Smith

Phone: 832-587-8500 Mail Code: 646C, WL4

Fax: 832-587-8754 Phone: 281-366-2041

Fax: 281-366-7130

E-Mail: Steve.Smith3@bp.com

Amendment No. 27 to

Drilling Contract No. 980249

This Amendment No. 27 is entered into effective as of the 18th day of September, 2006, by BP America Production Company (hereinafter referred to as “COMPANY”) with a place of business at 501 WestLake Park Boulevard, Houston, Texas 77079, and Transocean Holdings Inc. (hereinafter referred to as “CONTRACTOR”) with a place of business at 1311 Broadfield, Suite 400, Houston, Texas 77084.

W I T N E S S E T H:

WHEREAS, COMPANY and CONTRACTOR desire to amend the CONTRACT as more particularly set forth herein;

NOW THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter provided, COMPANY and CONTRACTOR agree to amend the CONTRACT as follows:

1. EXHIBIT A, DAYRATES, shall be revised as follows to indicate a $14,175/day increase in the dayrates in accordance with Article 2.3.2 of said CONTRACT, which Article has been amended per Contract Extension Agreement letter dated April 19, 2004, and subsequently amended per Amendment No. 24 to adjust the dayrates to reflect the change in costs for labor, catering, insurance, spare parts and supplies if the costs of any of the aforesaid items vary by three percent (3%) from the costs thereof.

EXHIBIT A DAYRATES

RATES PER 24 HOUR DAY

Operating Rate $291,701.00 per day

Moving Rate $291,701.00 per day

Standby Rate With Crews $291,701.00 per day

Standby Rate Without Crews $291,701.00 per day less documented cost savings

Stack Rate With Crews $291,701.00 per day less documented cost savings

Stack Rate Without Crews $291,701.00 per day less documented cost savings

Equipment Repair Rate $ -0- per day

Hurricane Evacuation Rate Standby Rates Without Crews plus documented expenses of evacuated crew

Additional Personnel

(as described in Exhibit F-2, attached)

$650.00 per day

E-39 1

Note

The following documentation which supports all of the increases reflected above is attached hereto and made a part of this Amendment No. 27:

• BASIS FOR COST ESCALATIONS, DEEPWATER HORIZON, September 18, 2006

• DEEPWATER HORIZON, Exhibit F-l: Personnel to be Provided, Adjusted Labor as of September 18, 2006

• DEEPWATER HORIZON, Exhibit F-2: Additional Personnel to be Provided, Adjusted Labor as of September 18, 2006

• U.S. Department of Labor, Bureau of Labor Statistics, Data extracted on: October 24, 2006, Producer Price Index – Commodities, Series Id: WPU119102, Group: Machinery and equipment, Item: Oil field and gas field drilling machinery

• Transocean letter from Betsy Kelly, CPCU, ARe, Manager-Insurance, to Kim Schutts, Re: Annual Premiums, Deepwater Horizon

• Memorandum dated April 11, 2006 regarding April 2006 Base Pay Compensation Adjustment

• Letter between Transocean Holdings Inc. and Delta Catering Management LLC regarding catering adjustment.

Except as changed by this Amendment No. 27 the CONTRACT as previously amended shall remain in full force and effect.

IN WITNESS WHEREOF, the authorized representatives of the parties hereto have executed this Amendment No. 27 in duplicate originals as of the day and year first above written.

BP AMERICA PRODUCTION COMPANY

COMPANY

By: /s/ Wilbert Long Jr. 1/16/08

Wilbert Long Jr.

Printed Name

Title: Head of PSCM (GOM)

TRANSOCEAN HOLDINGS INC.

CONTRACTOR

By: /s/ Terry Bonno

Terry Bonno

Printed Name

Title: Marketing Director, Americas Business Unit

E-40 2

BASIS FOR COST ESCALATIONS DEEPWATER HORIZON

September 18, 2006

$ Per Day

Adjusted

	Sept. 18, 2005 Baseline Costs	Sept. 18, 2006 Baseline Costs		Variance		Sept. 2006 Baseline Costs
Clause No.:
2.3.2a)	Base Labor Cost:	$ 33,168	$ 35,110	$ 1,942		$ 35,110
	Labor & Burden (per schedule)	$ 828	$ 1,715	$ 887		$ 1,715
	Training Costs	$ 1,499	$ 2,125	$ 626		$ 2,125
	Transportation Costs	$ 35,495	$ 38,950	$ 3,455		$ 38,950
	Total Base Labor Cost			10%
	Percentage Increase

2.3.2b)	Base Catering Cost:
	69 Contractor Personnel	$ 2,101	$ 2,464	$ 363		$ 2,464
	10 Company Personnel	$ 305	$ 357	$ 52		$ 357
	Total Base Catering Costs	$ 2,406	$ 2,821	$ 415		$ 2,821
	Percentage Increase			17%

2.3.2c)	Base Maintenance Element:	$ 16,030	$ 18,241	$ 2,211		$ 18,241
	Total Base Matinenance Costs			$ 2,211
	Percentage Increase			14%

2.3.2d)	Base Insurance Cost:
	Hull & Machinery	$ 2,555	$ 10,305	$ 7,750		$ 10,305
	Marine P&I	$ 2,257	$ 1,916	$ -341		$ 1,916
	Excess Liability	$ 483	$ 1,032	$ 549		$ 1,032
	Brokers Fee	$ 110	$ 244	$ 134		$ 244
	Oil Pollution	$ 26	$ 29	$ 3		$ 29
	Total Base Insurance Cost:	$ 5,431	$ 13,525	$ 8,094		$ 13,525
	Percentage Increase			149%

Total Baseline Operating Costs	$ 59,362	$	73,537	$	14,175	$	73,537

Total Dayrate Increase = $ 14,175/day

ADDITIONAL PERSONNEL

Labor & Burden (addtl personnel)	$ 432 $	519	$ 87	$ 519
Training & Transportation Costs (addtl personnel)	$ 29 $	67	$ 38	$ 67
Catering (Additional Personnel)	$ 30 $	36	$ 6	$ 36
Insurance: Marine P&I	$ 0 $ 28 $ 28			$ 28
Total Additional Personnel Cost:	$ 491 $ 650 $ 159			$ 650
Percentage Increase	32.4%

	Total Additional Personnel Increase =			$ 159/day
	E-41
	3

Exhibit F-1: Personnel to be Provided DEEPWATER HORIZON

Adjusted Labor as of September 18, 2006

				A B	C D
				GOM Base Labor	GOM Overtime Rates
No. of Personnel				Daily Rate per	Daily Hourly
On Assigned Board To Rig		JOB CLASSIFICATION		person (inc. Total Daily on TT&C & P&I) Board Cost	Overtime Overtime Rates Rates
1	2	OIM	1,107.22	976.51	926.20	77.18
3	6	Toolpusher	951.44	2,462.20	770.42	64.20
2	4	Driller	794.54	1,327.66	731.28	60.94
4	8	Assistant Driller	664.34	2,134.52	576.09	48.01
2	4	Derrickhand	586.61	911.81	483.45	40.29
2	4	Pumphand	510.98	827.18	443.81	36.98
8	16	Floorhand	481.79	3,075.16	409.01	34.08
1	2	Maintenance Supervisor	931.47	800.76	750.45	62.54
1	2	Mechanical Supervisor	808.69	677.98	627.67	52.31
2	4	Chief Mechanic	736.54	1,211.66	662.15	55.18
2	4	Mechanic	664.34	1,067.26	576.09	48.01
1	2	Senior Motor Operator	543.61	412.90	432.19	36.02
2	4	Motor Operator	543.61	825.80	432.19	36.02
1	2	Electrical Supervisor	808.69	677.98	627.67	52.31
1	2	Chief Electrician	736.54	605.83	662.15	55.18
1	2	Electrician	664.34	533.63	576.09	48.01
1	2	Chief Electronic Technician	736.54	605.83	662.15	55.18
1	2	Electronic Technician	664.34	533.63	576.09	48.01
1	2	Senior Sub Sea Sup Dp	909.34	778.63	868.12	72.34
1	2	Subsea Supervisor	808.69	677.98	748.15	62.35
1	2	Master	1,021.54	890.82	840.52	70.04
1	2	Chief Mate	827.02	696.31	770.00	64.17

DRILLING CONTRACT

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