exv10w1



 





Exhibit 10.1




Wreck Removal Contract




between




BP America Production Company,




Chevron U.S.A. Inc.




and




GOM Shelf LLC




as the “Companies”




and




Wild Well Control, Inc.




as “Contractor”




NOTICE: THIS CONTRACT CONTAINS INDEMNIFICATION, RELEASE, ASSUMPTION OF LIABILITY, AND HOLD

HARMLESS PROVISIONS, SOME OF WHICH ARE IN ARTICLE 13 AND THE
REMAINDER ARE FOUND THROUGHOUT THE CONTRACT.




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Article 1. CONTRACT DOCUMENTS AND INTERPRETATION	 	 	7	 
	Section 1.01
	 	Contract Documents	 	 	7	 
	Section 1.02
	 	Incorporation	 	 	7	 
	Section 1.03
	 	Section References	 	 	8	 
	Section 1.04
	 	References	 	 	8	 
	Section 1.05
	 	Headings	 	 	8	 
	Section 1.06
	 	Interpretation	 	 	8	 
	Article 2. DEFINITIONS	 	 	8	 
	Section 2.01
	 	Definitions	 	 	8	 
	Article 3. SCOPE OF WORK; COMMENCEMENT AND COMPLETION OF WORK; “AS IS WHERE IS”	 	 	14	 
	Section 3.01
	 	Scope of Work	 	 	14	 
	Section 3.02
	 	Commencement of Work; Completion of Work	 	 	14	 
	Section 3.03
	 	Title	 	 	14	 
	Section 3.04
	 	Reefed Items	 	 	15	 
	Section 3.05
	 	No Exclusions from Work	 	 	15	 
	Section 3.06
	 	Additional Wells	 	 	15	 
	Section 3.07
	 	Conditions; “As Is, Where Is”	 	 	15	 
	Article 4. CONDITIONS PRECEDENT	 	 	17	 
	Section 4.01
	 	MMS Qualification; Bonds	 	 	17	 
	Section 4.02
	 	Permits	 	 	17	 
	Section 4.03
	 	Designation of Operator; MMS Approvals	 	 	17	 
	Section 4.04
	 	Insurance	 	 	17	 
	Section 4.05
	 	Escrow Agreement	 	 	18	 
	Article 5. EXISTING ASSETS AND EXISTING PERMITS	 	 	18	 
	Section 5.01
	 	Transfers	 	 	18	 
	Section 5.02
	 	No Warranty of Title	 	 	18	 
	Section 5.03
	 	Delivery	 	 	18	 
	Article 6. REPRESENTATIONS AND WARRANTIES	 	 	18	 
	Section 6.01
	 	Organization and Good Standing	 	 	18	 





 
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	 	 	 	 	Page	 
	Section 6.02
	 	Corporate Authority; Authorization of Agreement	 	 	18	 
	Section 6.03
	 	No Violations	 	 	19	 
	Section 6.04
	 	Litigation	 	 	19	 
	Section 6.05
	 	Bankruptcy	 	 	19	 
	Section 6.06
	 	Qualification	 	 	19	 
	Section 6.07
	 	Laws	 	 	19	 
	Section 6.08
	 	Gifts, Etc.	 	 	19	 
	Section 6.09
	 	Indemnity	 	 	20	 
	Article 7. REPRESENTATIONS OF EACH COMPANY	 	 	20	 
	Section 7.01
	 	Organization and Good Standing	 	 	20	 
	Section 7.02
	 	Corporate Authority; Authorization of Agreement	 	 	20	 
	Section 7.03
	 	No Violations	 	 	20	 
	Section 7.04
	 	Litigation	 	 	20	 
	Section 7.05
	 	Bankruptcy	 	 	20	 
	Article 8. CONTRACTOR’S COVENANTS	 	 	21	 
	Section 8.01
	 	Cooperation	 	 	21	 
	Section 8.02
	 	Permit Requests and Modifications	 	 	21	 
	Section 8.03
	 	Subsequent MMS Filings	 	 	21	 
	Section 8.04
	 	Performance	 	 	21	 
	Section 8.05
	 	Anti-Bribery, Etc.	 	 	22	 
	Section 8.06
	 	Records	 	 	23	 
	Section 8.07
	 	Payment of Bills	 	 	23	 
	Section 8.08
	 	Taxes, Liens, and Charges	 	 	23	 
	Section 8.09
	 	Qualification	 	 	23	 
	Section 8.10
	 	IP Rights	 	 	23	 
	Section 8.11
	 	Monitoring; Future Response	 	 	23	 
	Section 8.12
	 	Navigation	 	 	24	 
	Section 8.13
	 	Conditions Precedent	 	 	24	 
	Section 8.14
	 	Release	 	 	24	 
	Section 8.15
	 	Re-Designation of Operator	 	 	24	 
	Section 8.16
	 	Response to Requests for Information	 	 	24	 
	Section 8.17
	 	Escrow Agreement	 	 	24	 
	Section 8.18
	 	Indemnity	 	 	24	 





  
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	 	 	 	 	Page	 
	Article 9. COVENANTS OF EACH COMPANY	 	 	25	 
	Section 9.01
	 	MMS Forms	 	 	25	 
	Section 9.02
	 	Cooperation	 	 	25	 
	Section 9.03
	 	Additional Documentation	 	 	25	 
	Section 9.04
	 	Release	 	 	26	 
	Section 9.05
	 	Escrow Agreement	 	 	26	 
	Section 9.06
	 	Other Equipment	 	 	26	 
	Section 9.07
	 	Certifying Representative	 	 	26	 
	Article 10. CONTRACT SUM; MILESTONES; PAYMENT PROCEDURES	 	 	26	 
	Section 10.01
	 	Total Compensation	 	 	26	 
	Section 10.02
	 	Initial Payment	 	 	26	 
	Section 10.03
	 	Mobilization Payment	 	 	26	 
	Section 10.04
	 	Milestone Payments; Procedures	 	 	27	 
	Section 10.05
	 	Final Payment; Procedure	 	 	27	 
	Section 10.06
	 	Late Payment	 	 	28	 
	Section 10.07
	 	Escrow Account	 	 	28	 
	Section 10.08
	 	Method of Payments	 	 	28	 
	Section 10.09
	 	No Release	 	 	29	 
	Article 11. CONFIDENTIALITY	 	 	29	 
	Section 11.01
	 	Confidential Information	 	 	29	 
	Section 11.02
	 	Digital Information	 	 	29	 
	Section 11.03
	 	Third Party Disclosure	 	 	30	 
	Section 11.04
	 	Public Announcements; Public Disclosures	 	 	30	 
	Article 12. INDEPENDENT CONTRACTOR AND LOUISIANA STATUTORY EMPLOYEE	 	 	30	 
	Section 12.01
	 	Independent Contractor	 	 	30	 
	Section 12.02
	 	No Direction or Control	 	 	30	 
	Section 12.03
	 	Statutory Employer	 	 	31	 
	Article 13. INDEMNITY	 	 	31	 
	Section 13.01
	 	Special Definitions:	 	 	31	 
	Section 13.02
	 	Contractor’s General Indemnity Obligations	 	 	33	 
	Section 13.03
	 	Pollution	 	 	33	 
	Section 13.04
	 	Fines and Penalties	 	 	33	 






 
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	 	 	 	 	Page	 
	Section 13.05
	 	Limitation on Damages	 	 	34	 
	Section 13.06
	 	Notice and Defense	 	 	34	 
	Section 13.07
	 	Insurance	 	 	34	 
	Article 14. INSURANCE	 	 	35	 
	Section 14.01
	 	Commercial General Liability Insurance	 	 	35	 
	Section 14.02
	 	Business Auto Liability Insurance	 	 	35	 
	Section 14.03
	 	Workers Compensation and Employers Liability Insurance	 	 	36	 
	Section 14.04
	 	Protection and Indemnity and Hull and Machinery Insurance	 	 	36	 
	Section 14.05
	 	Aviation Liability Insurance	 	 	36	 
	Section 14.06
	 	Pollution Liability Insurance	 	 	37	 
	Section 14.07
	 	Operator’s Extra Expense/Well Control Coverage	 	 	37	 
	Section 14.08
	 	Excess Insurance	 	 	37	 
	Section 14.09
	 	Evidence of Insurance	 	 	37	 
	Section 14.10
	 	General Insurance Provisions	 	 	37	 
	Section 14.11
	 	Self-Insurance	 	 	38	 
	Section 14.12
	 	Insolvency	 	 	39	 
	Section 14.13
	 	Subcontractors’ Insurance	 	 	39	 
	Article 15. FORCE MAJEURE	 	 	39	 
	Article 16. ASSIGNMENT; DELEGATION; SUBCONTRACTING	 	 	39	 
	Section 16.01
	 	Assignment; Delegation; Subcontracting	 	 	39	 
	Section 16.02
	 	Assignment by Companies	 	 	40	 
	Article 17. DEFAULT; INSOLVENCY; REMEDIES	 	 	40	 
	Section 17.01
	 	Default	 	 	40	 
	Section 17.02
	 	Notice; Opportunity to Cure	 	 	41	 
	Section 17.03
	 	Remedies Upon Default	 	 	41	 
	Article 18. PUT OPTION	 	 	42	 
	Section 18.01
	 	Grant of Put Option	 	 	42	 
	Section 18.02
	 	Method of Exercise	 	 	43	 
	Section 18.03
	 	Price; Consideration	 	 	43	 
	Section 18.04
	 	Termination of Obligations	 	 	43	 




 
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	 	 	 	 	Page	 
	Article 19. PARENT GUARANTY	 	 	43	 
	Section 19.01
	 	Guaranty	 	 	43	 
	Article 20. SECURITY AGREEMENT	 	 	43	 
	Section 20.01
	 	Security Agreement	 	 	43	 
	Article 21. APPLICABLE LAW AND RESOLUTION OF DISPUTES	 	 	44	 
	Section 21.01
	 	Selection of Applicable Law	 	 	44	 
	Section 21.02
	 	Venue	 	 	44	 
	Section 21.03
	 	Continued Performance	 	 	44	 
	Article 22. SURVIVAL; SEVERABILITY; WAIVER	 	 	45	 
	Section 22.01
	 	Survival	 	 	45	 
	Section 22.02
	 	Severability	 	 	45	 
	Section 22.03
	 	Waiver	 	 	45	 
	Article 23. NOTICES	 	 	45	 
	Section 23.01
	 	Notice Addresses	 	 	45	 
	Section 23.02
	 	Effectiveness of Notices	 	 	46	 
	Section 23.03
	 	Notice to a Company	 	 	46	 
	Article 24. MISCELLANEOUS	 	 	46	 
	Section 24.01
	 	Third Party Beneficiaries	 	 	46	 
	Section 24.02
	 	Several Liability of the Companies; No Joint Venture or Partnership	 	 	47	 
	Section 24.03
	 	Subrogation	 	 	47	 
	Section 24.04
	 	Contractor Not a Successor or Assign	 	 	47	 
	Section 24.05
	 	Entire Contract; Amendment	 	 	47	 
	Section 24.06
	 	Governmental Agency Approval	 	 	47	 
	Section 24.07
	 	Further Assurances	 	 	48	 
	Section 24.08
	 	Counterparts	 	 	48	 





  
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	Exhibit “A”

	 	Form of Bill of Sale
	Exhibit “B”

	 	Designated Aliquots; Platforms
	Exhibit “C”

	 	Milestone Events
	Exhibit “D”

	 	Other Equipment
	Exhibit “E”

	 	Form of PSA
	Exhibit “F”

	 	Wells
	Exhibit “G”

	 	Scope of Work
	Exhibit “H”

	 	Existing Assets
	Exhibit “I”

	 	Existing Permits
	Exhibit “J”

	 	Milestone Payments
	Exhibit “K”

	 	Form of Guaranty
	Exhibit “L”

	 	Form of Security Agreement







 
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WRECK REMOVAL CONTRACT

by and among

BP AMERICA PRODUCTION COMPANY,

CHEVRON U.S.A. INC., and

GOM SHELF LLC

as the Companies, and each, as a Company

and

WILD WELL CONTROL, INC.

as Contractor




     THIS WRECK REMOVAL CONTRACT is made as of December 31, 2007 (the “Effective Date”) by
and among BP AMERICA PRODUCTION COMPANY, a Delaware corporation (“BP”), CHEVRON U.S.A.
Inc., a Pennsylvania corporation (“Chevron”), and GOM SHELF LLC, a Delaware limited
liability company (“GOM”) (each hereinafter referred to individually as a “Company” and
collectively as the “Companies”), and WILD WELL CONTROL, INC., a Texas corporation
(hereinafter referred to as “Contractor”). Each Company and Contractor may hereinafter be
referred to collectively as “Parties” or individually as a “Party.” In
consideration of the covenants and provisions hereinafter provided, the Parties agree as follows:



Article 1.

CONTRACT DOCUMENTS AND INTERPRETATION




Section 1.01 Contract Documents.




     This Wreck Removal Contract together with the following Exhibits constitute this Contract:



     Article 1 to Article 24, inclusive



     Exhibit “A” Form of Bill of Sale

     Exhibit “B” Designated Aliquots; Platforms

     Exhibit “C” Milestone Events

     Exhibit “D” Other Equipment

     Exhibit “E” Form of PSA

     Exhibit “F” Wells

     Exhibit “G” Scope of Work

     Exhibit “H” Existing Assets

     Exhibit “I” Existing Permits

     Exhibit “J” Milestone Payments

     Exhibit “K” Form of Guaranty

     Exhibit “L” Form of Security Agreement




Section 1.02 Incorporation.




     Exhibits “A” through “L”, inclusive are incorporated herein by reference, and Contractor
agrees to comply with all the provisions thereof.



 









 





Section 1.03 Section References.




     Each Article in this Contract contains provisions that are sometimes referred to as a
Section(s) of an Article(s). Unless the context otherwise requires, a general reference to any
Article includes the entire Article and a reference to any specific Section(s) of an Article refers
to the identified Section(s).



Section 1.04 References.




     Reference to any statute, statutory provision, statutory instrument, or rule, regulation, or
any Governmental Agency form includes a reference to that statute, statutory provision, statutory
instrument, or rule, regulation or form as from time to time amended, extended, or re-enacted or
any successor or replacement thereof. Reference to the singular includes a reference to the plural
and vice versa and reference to one gender includes a reference to the other gender.



Section 1.05 Headings.




     Headings are used for convenience only and will not affect the construction or validity of
this Contract.



Section 1.06 Interpretation.




     The Parties agree that each Party has had the opportunity to review the terms and provisions
of this Contract with counsel of their choosing and to request any desired changes or
clarifications and that the terms of this Contract will not be interpreted against any Party on the
ground that such Party drafted or revised a particular provision. Instead, in the event of any
ambiguity, this Contract will be interpreted in accordance with the intent of the Parties as
evidenced by the Contract taken as a whole.



Article 2.

DEFINITIONS




Section 2.01 Definitions.




     In this Contract, the words and phrases shall have the meanings ascribed below or as defined
separately in the individual Articles of this Contract.



     2.01.01 “Affiliate” or “Affiliates” of a company shall mean a current or
future Person directly or indirectly controlling, controlled by, or under common control with such
company. “Control” for this purpose shall, in the case of a corporation with outstanding voting
stock, require the direct or indirect ownership of or power to vote with respect to outstanding
shares of a corporation’s capital stock constituting fifty percent (50%) or more of the votes of
any class of such corporation’s outstanding voting stock, and with respect to any Person other than
a corporation, the possession, directly or indirectly, of the power to direct or cause the
direction of such person’s management or policies.



     2.01.02 “Army Corps of Engineers” shall mean the United States Army Corps of
Engineers.



     2.01.03 “Bill of Sale” shall mean (a) an Assignment and Bill of Sale Tendered by a
Company under a PSA in the form attached to the PSA (with appropriate exhibits attached, and with
bracketed materials appropriately addressed), and (b) in the case of Existing Assets,



8









 




Existing Permits, or Transferred Items, an Assignment and Bill of Sale in the form attached
hereto as Exhibit “A” (with appropriate exhibits attached, and with bracketed materials
appropriately addressed).




     2.01.04 “BP” shall mean BP America Production Company and its successors and assigns.



     2.01.05 “Business Day” or “Business Days” shall mean Days other than
Saturdays, Sundays, legal holidays in the States of Texas or Louisiana, or Days on which banks in
Covington, Louisiana or Houston, Texas are authorized or required to be closed.



     2.01.06 “Certifying Representative” shall mean a single representative, as designated
from time to time by the Companies to represent all of the Companies, who shall be authorized to
act on behalf of the Companies as set forth in this Contract and each PSA.



     2.01.07 “Chevron” shall mean Chevron U.S.A. Inc. and its successors and assigns.



     2.01.08 “Claim/Loss” and “Claims/Losses” shall mean all claims and losses of
all kinds and descriptions including liabilities, liens, privileges, and other encumbrances, causes
of action (including actions in rem or in personam, at law or in equity), obligations, judgments,
interest, costs, expenses, and awards whether created by law, contract, tort, arbitration,
voluntary settlement (to the extent authorized by the Indemnitor), or otherwise, and including,
except as otherwise expressly provided, claims based on contractual indemnity, claims for punitive,
exemplary, consequential or indirect damages, and claims for bodily injury, personal injury,
illness, death, and property damage including claims and/or losses for the above regardless of how
such claims and/or losses may be characterized.



     2.01.09 “Coast Guard” shall mean the United States Coast Guard.



     2.01.10 “Commencement Date” shall have the meaning set forth in Article 4.



     2.01.11 “Company” shall refer individually to each and any of BP, Chevron, and GOM and
“Companies” shall refer to BP, Chevron, and GOM, collectively.



     2.01.12 “Companies’ Group” shall mean the following Persons individually and
collectively: each Company and its respective Affiliates, their respective co-venturers, co-owners,
co-lessees, co-working interest owners, joint venturers, partners, and other contractors and
subcontractors of any tier and all of their Affiliates, and the officers, directors, shareholders,
employees, agents, and representatives of all those entities. Companies’ Group does not include
any Person of Contractor Group.



     2.01.13 “Company Operations” shall mean exploration, development, production,
decommissioning, remediation or other operations of any Company on or in connection with Company
Property.



     2.01.14 “Company Property” shall include all leases, rights of way, hydrocarbons,
production, machinery, structures, equipment, risers, pipelines, wells, manifolds, wellheads, and
other tangible property owned by any Person(s) of Companies’ Group that is located at, on, or
adjacent to a Work Site, other than the Facilities. The term “Company Property” shall not be
deemed or interpreted to include any of Contractor’s Property.



     2.01.15 “Completion of Work” shall have the meaning set out in Section 3.02.



     2.01.16 “Confidential Information” shall have the meaning set out in Section 11.01.



9









 





     2.01.17 “Connected With” shall have the meaning set out in Section 13.01.04.



     2.01.18 “Contract” shall mean this Wreck Removal Contract, as such may be amended or
modified.



     2.01.19 “Contract Sum” shall have the meaning set out in Section 10.01.



     2.01.20 “Contractor” shall mean Wild Well Control, Inc. and its successors and
assigns.



     2.01.21 “Contractor Group” shall mean the following Persons individually and
collectively: Contractor and its Affiliates, its Subcontractors and their Affiliates, and the
officers, directors, shareholders, employees, agents, and representatives of all of those entities.



     2.01.22 “Contractor’s Property” shall mean the Existing Assets and all materials,
supplies, equipment, or other property, real or personal, that is owned, leased, rented, chartered,
or operated by Person(s) of Contractor Group in connection with the performance of this Contract.



     2.01.23 “Day” or “Days” shall mean calendar day or days.



     2.01.24 “Defend” or “Defense” shall have the meaning set forth in Section
13.01.05.



     2.01.25 “Designated Aliquots” shall mean those certain 1/4 1/4 1/4 aliquots for the
Platforms listed on Exhibit “B”, limited as to depth, if applicable.



     2.01.26 “Effective Date” shall refer to the date set forth in the preamble of this
Contract.



     2.01.27 “Escrow Account” shall mean an account to be maintained pursuant to the Escrow
Agreement.



     2.01.28 “Escrow Agent” shall mean JPMorgan Chase Bank, N.A. and its successors as
escrow agent under the Escrow Agreement.



     2.01.29 “Escrow Agreement” shall mean an escrow agreement among Escrow Agent,
Companies, and Contractor, satisfactory in form and substance to Companies and Contractor.



     2.01.30 “Event of Default” shall mean any of the events set forth in Article 17.



     2.01.31 “Excluded Claims/Losses” shall have the meaning set forth in Section 13.01.06.



     2.01.32 “Existing Assets” shall have the meaning set forth in Section 5.01.01.



     2.01.33 “Existing Permits” shall have the meaning set forth in Section 5.01.02.



     2.01.34 “Facilities” shall mean the Platforms and Wells, and all rigs, risers,
platforms, pipelines, equipment, materials, scrap metal, caissons, debris, entrained fluids and
other entrained substances including hydrocarbons, salt water, and drilling mud, and other personal
property and fixtures, in each case, that may at any time prior to Site Clearance Verification be
located in or on the seabed anywhere within the area mandated to be cleared, and required to be
removed, by the MMS in connection with Site Clearance Verification for each Platform and each Well.



     2.01.35 “Final Payment” shall mean the payments to be made by the Companies under
Section 10.05.



10









 





     2.01.36 “Force Majeure” shall mean any event beyond the reasonable control of the
Party claiming to be affected thereby including: acts of God; extraordinary weather related events
or disturbances, including major storms, hurricanes, tidal waves, and underwater mudslides; war;
fire; flood; strikes or other labor disturbances at a national or regional level; acts of the
public enemy; terrorism; insurrections; riots; or rules, regulations, or orders of any court or
Governmental Agency that have been resisted in good faith by legal means and that make continuance
of the Work substantially impractical. Notwithstanding the foregoing, Force Majeure shall not
include events contributed to by the gross negligence or willful misconduct on the part of the
Party claiming Force Majeure nor shall Force Majeure include effects that could have been avoided
or mitigated by the exercise of reasonable care on the part of the Party claiming Force Majeure.
Inability of any Party to secure funds shall not be regarded as Force Majeure.



     2.01.37 “GOM” shall mean GOM Shelf LLC and its successors and assigns.



     2.01.38 “Governmental Agency” shall mean any federal, state, or local government or
agency thereof with any jurisdiction or responsibility over the Parties, the Work, a Work Site, the
Facilities, or releases of any substance from the Facilities, including the MMS, the Coast Guard,
the Army Corps of Engineers, and the Louisiana Department of Wildlife and Fisheries.



     2.01.39 “Guarantor” shall mean Superior Energy Services, Inc.



     2.01.40 “Guaranty” shall mean a single, continuing guaranty executed by Guarantor in
favor of Companies under this Contract and each PSA, complying with the requirements of Article 19.



     2.01.41 “Including” or “Included” shall mean, whether or not capitalized,
including, but not limited to a specific matter.



     2.01.42 “Indemnify” or “Indemnification” shall have the meaning set forth in
Section 13.01.01.



     2.01.43 “Indemnitee” shall have the meaning set forth in Section 13.01.03.



     2.01.44 “Indemnitor” shall have the meaning set forth in Section 13.01.02.



     2.01.45 “Initial Payment” shall mean the payments to be made by the Companies under
Section 10.02.



     2.01.46 “IP Rights” shall have the meaning set forth in Section 8.10.



     2.01.47 “JOAs” shall mean the following Joint Operating Agreements by and between the
Companies and their predecessors in interest: CATCO Operating Agreement dated as of January 1,
1989, as amended; West Delta-Grand Isle Unit Operating Agreement dated January 1, 1989, as amended;
and Grand Isle Catco Unit Operating Agreement dated January 1, 1989, as amended.



     2.01.48 “Laws” shall mean laws, rules, regulations, and decrees of federal, state, and
local governments or agencies thereof.



     2.01.49 “LIBOR Rate” shall mean the one month London InterBank Offered Rate as set and
published by the British Banker’s Association (“BBA”) and in effect on the first day of
each calendar month, as obtained by the Party entitled to receive interest from an intermediary
source such as Bloomberg, L.P., which rate is based by the BBA on an average of interbank



11









 




offered rates for U.S. Dollar deposits in the London market based on quotes from designated
banks in the London market.




     2.01.50 “Milestone Event” shall mean the completion of a specified, particular aspect
of the Work, as identified on Exhibit “C”.



     2.01.51 “Milestone Payment” shall mean the payments to be made by the Companies under
Section 10.04 for completion of each Milestone Event.



     2.01.52 “MMS” shall mean the United States Department of the Interior, Minerals
Management Service.



     2.01.53 “Mobilization Payment” shall mean the payments to be made by the Companies
under Section 10.03.



     2.01.54 “Negligence/Fault” shall have the meaning set out in Section 13.01.07.



     2.01.55 “NORM” shall have the meaning set out in Section 3.05.01.



     2.01.56 “Oil Pollution Act” shall mean the Oil Pollution Act of 1990, as amended.



     2.01.57 “Other Equipment” shall mean the equipment described on Exhibit “D” hereto.



     2.01.58 “Outer Continental Shelf” shall mean the submerged lands, subsoil, and seabed,
lying between the seaward extent of the jurisdiction of a state and the seaward extent of Federal
jurisdiction.



     2.01.59 “Party” or “Parties” shall have the meaning set out in the preamble to
this Contract.



     2.01.60 “Person” or “Persons” shall include any natural person(s) as well as
any legal entity including any Party or any Person of Companies’ Group or Contractor Group.



     2.01.61 “Platforms” shall mean the seven (7) platforms located in the Grand Isle and
West Delta Areas, Offshore Louisiana, more fully described on Exhibit “B,” including the jackets,
decks, risers, conductors, and other components and fixtures and related personal property.



     2.01.62 “PSA” shall mean a Purchase and Sale Agreement executed between a Company and
Contractor pursuant to this Contract, and “PSAs” shall mean, collectively, all Purchase and
Sale Agreements executed between Contractor and a Company pursuant to this Contract, in each case,
substantially in the form of Exhibit “E” hereto.



     2.01.63 “Put Option” shall mean the option granted to each Company as set forth in
Article 18.



     2.01.64 “Ready for Transfer” shall mean, (a) in the case of Reefed Items that are to
be reefed in their current locations, when all requirements for reefing and transfer to the
appropriate Governmental Agency have been met (other than the transfer of title to the Reefed Items
to the Governmental Agency), (b) in the case of Reefed Items that are to be reefed in other
locations, when such Reefed Items are severed from the remainder of the Facilities to which they
are attached, (c) in the case of Facilities that are to be removed from their present location,
when such Facilities are first loaded on to a vessel for transportation to shore, (d) in the case
of those components of Wells that must be removed in connection with their plugging and
abandonment,



12









 




when such Well components are first loaded on to a vessel for transportation to shore, and (e)
in the case of those components of Wells that remain in place following plugging and abandonment,
when such Wells are plugged and abandoned in accordance with requirements of the MMS.




     2.01.65 “Records” shall mean all designs, plans, models, drawings, prints, samples,
transparencies, specifications, reports, manuscripts, working notes, documentation, manuals,
photographs, negatives, tapes, discs, databases, software, engineering data, and other information,
data, and items embodied in any tangible form produced by or for Contractor in performance of the
Work or in contemplation of performance of the Work.



     2.01.66 “Reefed Items” shall mean such portion of the Facilities that Contractor
elects to reef pursuant to the terms of this Contract and applicable Laws.



     2.01.67 “Respective Share” shall mean, in the case of each of BP and GOM, Thirty-Seven
and One-Half Percent (37.50%), and in the case of Chevron, Twenty-Five Percent (25.00%).



     2.01.68 “Security Agreement” shall have the meaning as set forth in Article 20.



     2.01.69 “Site Clearance Verification” shall mean a verification method conducted by or
on behalf of Contractor, in accordance with applicable MMS or other Governmental Agency regulations
or standards in order to confirm that the bottom areas surrounding each of the Platforms and each
of the Wells have been cleared in accordance with applicable MMS or other Governmental Agency
regulations or standards.



     2.01.70 “Subcontractor” or “Subcontractors” when used in connection with
Contractor shall include any contractor or subcontractor of any tier hired by Contractor to perform
any services or furnish any materials or equipment at, on, or adjacent to, or in transit to or
from, a Work Site.



     2.01.71 “Taxes” shall mean all applicable taxes, including all (federal, state, and
local) ad valorem, income or net worth, property, occupation, payroll, employment, first use, gross
receipts, privilege, sales, use, consumption, excise, and other governmental charges, duties,
tariffs, levies, licenses, fees, permits, and assessments.



     2.01.72 “Tender” means the execution by a Company of a Bill of Sale under Article 18.



     2.01.73 “Third Party” or “Third Parties” shall mean any Persons not included
in Companies’ Group or Contractor Group.



     2.01.74 “Transferred Items” shall have the meaning set forth in Section 3.03.



     2.01.75 “Wells” shall mean all wells associated with or formerly producing from the
Platforms, including those fifty-nine (59) wells more fully described on Exhibit “F,” together with
components of the foregoing, other than wells that had been permanently plugged and abandoned in
accordance with MMS requirements prior to the Effective Date.



     2.01.76 “Work” shall mean the services furnished by Contractor under this Contract,
and the furnishing of equipment, supplies, products, labor, or materials by Contractor, pursuant to
this Contract, as described in Exhibit “G” hereto.



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     2.01.77 “Work Site” shall mean the locations of the Facilities and, in addition, shall
include, if applicable, the facilities or locations of Contractor or its Subcontractors and any
other site, onshore or offshore, at which any Work is performed, including any vessel or aircraft
used by any Person of Contractor Group in the performance of the Work.



Article 3.

SCOPE OF WORK; COMMENCEMENT AND COMPLETION OF WORK; “AS IS WHERE IS”




Section 3.01 Scope of Work.




     Contractor shall perform the Work upon the terms and provisions set forth in this Contract.
The Scope of the Work is described in Exhibit “G” attached hereto and made a part hereof.



Section 3.02 Commencement of Work; Completion of Work.




     Contractor shall commence the Work on the Effective Date and shall continue to perform the
Work with due diligence until the Work has been completed in accordance with the requirements of
this Contract and all applicable requirements of Laws and Governmental Agencies (“Completion of
Work”); provided, however, that prior to the Commencement Date, Contractor may
perform only office, procurement, and engineering work and Contractor shall not perform any Work
offshore or any Work that can only be performed by the operator recognized by the MMS for the Wells
and Designated Aliquots. If the Commencement Date does not occur on the Effective Date or if
Contractor is not yet prepared to assume the performance of overflight, spill response, maintenance
of navigational aids, and other necessary operations as required by Governmental Agencies, BP, as
current operator of the Facilities, will continue to perform such operations until Contractor is
prepared to perform such operations. However, BP, as current operator of the Facilities, shall not
undertake any decommissioning activities unless required to do so by any Governmental Agency during
such period. To the extent that Companies are not otherwise entitled to indemnity under contracts
with other contractors, Contractor shall Indemnify Companies under the provisions of Article 13 for
any Claims/Losses Connected With such continued operations. All out-of-pocket costs and expenses
incurred by virtue of such continued operations shall be deducted from the Initial Payment based
upon Companies’ good faith estimate, with the balance to be deducted from any subsequent payments
required under this Contract. The target date for Completion of Work based on current information
is on or before December 31, 2010.



Section 3.03 Title.




     Unless title to the Facilities or an undivided portion thereof has previously been transferred
to Contractor pursuant to exercise of a Put Option by a Company, each Company grants, bargains,
sells, conveys and assigns to Contractor, and Contractor accepts and assumes title to and ownership
of portions of the Facilities at such time as such portions are Ready for Transfer (the
“Transferred Items”). To the extent necessary to document Contractor’s ownership of the
Transferred Items, each Company shall execute a Bill of Sale affecting such Transferred Items.



14









 





Section 3.04 Reefed Items.




     As part of the Work to be performed under this Contract, Contractor shall determine which, if
any, of the Facilities shall be reefed pursuant to the terms of this Contract and applicable Law.
Any Reefed Items that will not be reefed in place shall be removed and transported by Contractor to
the respective locations at which such are to be reefed. Subject to the provisions of Section
8.02, Contractor shall obtain all necessary permits from all applicable Governmental Agencies in
order to reef the Reefed Items, shall execute the necessary deeds of donation and shall pay all
necessary fees and payments in connection therewith.



Section 3.05 No Exclusions from Work.




     Contractor assumes all risk, costs, and expenses with respect to performing the Work, known
and unknown, including the risks specified below. Except as set forth in Section 3.06, Contractor
further agrees that the Contract Sum shall not be increased nor shall Contractor’s performance
under this Contract be excused in the event of any additional cost or burden associated with any of
the following:



     3.05.01 NORM and Asbestos. The Contract Sum and the Work to be performed hereunder
shall include the proper disposal of any naturally occurring radioactive material (“NORM”)
or asbestos attributable to the Facilities in accordance with all applicable Laws.



     3.05.02 Structural Damage or Other Damage. The Contract Sum and the Work cover all of
the Facilities in whatever condition such Facilities may be in now or in the future. Contractor
accepts the full risk of any damage to any of the Facilities now or in the future, including any
change in condition or location or loss or damage to the Facilities or changes to a Work Site or
seabed surrounding the Facilities, whether or not as a result of an event of Force Majeure, an
allision, a collision, or any other cause.



     3.05.03 Wellbore Associated Flow or Well Control Issues. Contractor is aware and
acknowledges that the Facilities include at least fifty-nine (59) Wells that have not been plugged
and abandoned, some of which are known to be leaking.



     3.05.04 Force Majeure. The occurrence of an event of Force Majeure may justify an
extension of time for performance, but an event of Force Majeure shall not excuse non-performance
of any of Contractor’s obligations.



Section 3.06 Additional Wells.




     In the event that Contractor determines that there are in excess of sixty-one (61) Wells
included in the Facilities, each Company shall pay Contractor its Respective Share of Contractor’s
actual costs plus ten percent (10%) as compensation for profit and overhead for decommissioning
such additional Wells. Contractor shall invoice and deliver to the Certifying Representative, in
triplicate, a documented and itemized invoice following the completion of the plugging and
abandonment of each such Well and the Certifying Representative shall review, verify and process
the invoice, and each Company shall pay its Respective Share of such invoice in accordance with
Section 10.04.



Section 3.07 Conditions; “As Is, Where Is”.




     Contractor has had the opportunity to conduct whatever inspections it wishes to conduct, and
Contractor accepts the condition, whether known or unknown, of the Facilities, the Existing



15









 




Assets, the Transferred Items, the Other Equipment, and the Work Sites, without warranty of
any kind from the Companies. For purposes of: (a) its acceptance of the Work; (b) its acceptance
of title to the Existing Assets under Section 5.01.01; (c) its acceptance of title to the
Facilities upon exercise of a Put Option under Article 18; (d) its acceptance of the Transferred
Items under Section 3.03; and (e) all other purposes of this Contract, each PSA, and each Bill of
Sale, Contractor and each Company hereby agree as follows:




     COMPANIES HEREBY DISCLAIM, AND CONTRACTOR HEREBY MAKES A FULL WAIVER OF, ANY WARRANTY AS TO
REDHIBITION OR THE CONDITION OF THE EXISTING ASSETS OR THE OTHER EQUIPMENT OR THE FACILITIES OR THE
TRANSFERRED ITEMS OR ANY PART THEREOF OR A WORK SITE (ENVIRONMENTAL AND OTHERWISE, ON THE EFFECTIVE
DATE OR HEREAFTER), THIS CONTRACT, EACH PSA, EACH BILL OF SALE, AND ANY TRANSFER PURSUANT THERETO
BEING MADE ON AN “AS IS” “WHERE IS” BASIS. COMPANIES AND CONTRACTOR ACKNOWLEDGE AND AGREE THAT
CONTRACTOR HAS HAD FULL, COMPLETE AND UNLIMITED ACCESS TO THE EXISTING ASSETS AND THE OTHER
EQUIPMENT AND THE FACILITIES AND THE TRANSFERRED ITEMS AND THE WORK SITES FOR ALL TESTS AND
INSPECTIONS WHICH CONTRACTOR, IN ITS SOLE DISCRETION, DEEMED NECESSARY, DESIRABLE OR APPROPRIATE
FOR THE PROTECTION OF ITS INTERESTS. CONTRACTOR ACKNOWLEDGES AND AGREES THAT CONTRACTOR ACCEPTS
THE EXISTING ASSETS AND THE OTHER EQUIPMENT AND THE FACILITIES AND THE TRANSFERRED ITEMS AND THE
WORK SITES “AS IS” “WHERE IS”, AND THAT CONTRACTOR IS RELYING SOLELY ON ITS OWN INSPECTION OF THE
EXISTING ASSETS AND THE OTHER EQUIPMENT AND THE FACILITIES AND THE TRANSFERRED ITEMS AND THE WORK
SITES AND NOT ON ANY WARRANTIES OR REPRESENTATIONS FROM OR ON BEHALF OF THE COMPANIES AT ANY TIME
AS TO THE CONDITION OF THE EXISTING ASSETS OR THE OTHER EQUIPMENT OR THE FACILITIES OR THE
TRANSFERRED ITEMS OR THE WORK SITES IN ANY RESPECT, AND THE TERMS OF THIS CONTRACT AND EACH PSA AND
EACH BILL OF SALE, INCLUDING THE COMPENSATION PAYABLE TO CONTRACTOR UNDER THIS CONTRACT, EACH PSA,
AND EACH BILL OF SALE TAKES INTO CONSIDERATION THE CONDITION OF THE EXISTING ASSETS AND THE OTHER
EQUIPMENT AND THE FACILITIES AND THE TRANSFERRED ITEMS AND THE WORK SITES. COMPANIES HEREBY
DISCLAIM, AND CONTRACTOR HEREBY WAIVES, ALL WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR
IMPLIED, WITH RESPECT TO THE CONDITION OF THE EXISTING ASSETS OR THE OTHER EQUIPMENT OR THE
FACILITIES OR THE TRANSFERRED ITEMS OR THE WORK SITES INCLUDING ANY REPRESENTATIONS OR WARRANTIES
(I) AS TO THE PHYSICAL OR ENVIRONMENTAL CONDITION THEREOF, (II) AS TO THE ABSENCE OF REDHIBITORY OR
LATENT DEFECTS OR VICES (WHETHER APPARENT, EASILY DISCOVERABLE OR HIDDEN, KNOWN OR UNKNOWN), (III)
AS TO THE FITNESS OF THE EXISTING ASSETS OR THE OTHER EQUIPMENT OR THE FACILITIES OR THE
TRANSFERRED ITEMS OR THE WORK SITES FOR ANY ORDINARY OR PARTICULAR PURPOSE, INCLUDING THEIR
FITNESS FOR USE IN CONNECTION WITH THE WORK, AND (IV) THEIR SUITABILITY OR CAPACITY FOR ANY
PURPOSE, INCLUDING, THEIR SUITABILITY OR CAPACITY IN CONNECTION WITH THE WORK. CONTRACTOR HEREBY
RELEASES THE COMPANIES FROM ALL



16









 




CLAIMS/LOSSES FOR ALL OF THE FOREGOING, INCLUDING ANY CLAIM/LOSS FOR REDHIBITION OR FOR AN
INCREASE IN COMPENSATION PAYABLE TO CONTRACTOR UNDER THIS CONTRACT OR A PSA OR A BILL OF SALE.
CONTRACTOR ACKNOWLEDGES THAT THE FOREGOING WAIVERS HAVE BEEN BROUGHT TO CONTRACTOR’S ATTENTION AND
EXPLAINED TO CONTRACTOR IN DETAIL AND CONTRACTOR FURTHER AGREES THAT SAID WAIVERS ARE A MATERIAL
AND INTEGRAL CONSIDERATION FOR THIS CONTRACT AND EACH PSA AND EACH BILL OF SALE AND HAVE BEEN
KNOWINGLY AND VOLUNTARILY AGREED TO AND MADE BY CONTRACTOR.




Article 4.

CONDITIONS PRECEDENT




     The following conditions precedent shall be satisfied before Contractor may perform any Work
offshore or any Work that can only be performed by the operator recognized by the MMS for the Wells
and Designated Aliquots. When Contractor believes that the conditions precedent have been achieved
it shall notify Certifying Representative and shall deliver an invoice, in triplicate, to
Certifying Representative under Section 10.02. After determination by the Companies, in their sole
discretion, that the following conditions precedent have been achieved, the Certifying
Representative shall notify Contractor in writing to that effect and the date of such notice shall
be the “Commencement Date”.



Section 4.01 MMS Qualification; Bonds.




     Contractor shall have been qualified with the MMS as an operator and shall have furnished all
necessary bonds and parent guaranty as required by the MMS in connection therewith and shall have
provided satisfactory evidence to the Companies in order to be designated as operator of the Wells
and Designated Aliquots.



Section 4.02 Permits.




     In addition to the Existing Permits, Contractor shall have obtained from each Governmental
Agency with jurisdiction over the Facilities, the Work, or a Work Site any permits, approvals, or
other documents (including any required Right-of-Use and Easement necessary for operation of the GI
47 C-AUX caisson, Platform ID Number 20051) necessary to perform the Work offshore.



Section 4.03 Designation of Operator; MMS Approvals.




     The Contractor shall have filed the MMS forms delivered to it pursuant to Section 9.01, all
forms required for it to be the “Designated Applicant” in accordance with MMS requirements, and
evidence of financial responsibility under the Oil Pollution Act. All such filings and such
evidence shall have been approved by the MMS and any other applicable Governmental Agency.



Section 4.04 Insurance.




     The Contractor shall have furnished the insurance required by Article 14.



17









 





Section 4.05 Escrow Agreement.




     The Escrow Agent, the Companies, and the Contractor shall have executed the Escrow Agreement.



Article 5.

EXISTING ASSETS AND EXISTING PERMITS




Section 5.01 Transfers.




     Upon the Commencement Date, and in consideration of the Work to be performed by Contractor,
each Company shall execute a Bill of Sale pursuant to Section 5.01.01 and BP, as current operator,
shall execute a Bill of Sale pursuant to Section 5.01.02.



     5.01.01 Existing Assets. Each Company shall transfer its undivided right, title, and
interest in the property described on Exhibit “H” hereto (the “Existing Assets”).



     5.01.02 Existing Permits. BP shall transfer the permits from the MMS and other
Governmental Agencies described on Exhibit “I” hereto (the “Existing Permits”), to the
extent assignable under applicable Law. Such transfer shall take place upon the Commencement Date
except as otherwise specified in Exhibit “I”.



Section 5.02 No Warranty of Title.




     Transfer of the Existing Assets and the Existing Permits is made and accepted without any
warranty of title whatsoever.



Section 5.03 Delivery.




     No Company shall be required to move the Existing Assets from their current locations, and any
costs of transport shall be borne solely by Contractor.



Article 6.

REPRESENTATIONS AND WARRANTIES




     Contractor hereby represents and warrants to Companies as follows:



     Section 6.01 Organization and Good Standing.



     Contractor is a corporation duly organized, validly existing and in good standing under the
Laws of the State of Texas and has all requisite corporate power and authority to perform the Work
and acquire the Existing Assets and the Existing Permits, the Facilities, and the Transferred
Items. Contractor is duly licensed or qualified to do business as a foreign corporation and is in
good standing under the laws of the States of Texas and Louisiana.



Section 6.02 Corporate Authority; Authorization of Agreement.




     Contractor has all requisite corporate power and authority to execute and deliver this
Contract, to consummate the transactions contemplated by this Contract and to perform all
obligations placed on Contractor in this Contract. This Contract, when executed and delivered by
Contractor, constitutes the valid and binding obligation of Contractor, enforceable against it in
accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency
or other Laws relating to or affecting the enforcement of creditors’ rights and general



18









 




principles of equity (regardless of whether such enforceability is considered in a proceeding
at law or in equity).




Section 6.03 No Violations.




     Contractor’s execution and delivery of this Contract and consummation of the transaction
contemplated by this Contract will not: (a) conflict with or require consent of any person or
entity under any terms, conditions or provisions of Contractor’s certificate of incorporation or
bylaws; (b) violate any provision of, or require any consent or approval under any Law applicable
to Contractor; or (c) result in creation or imposition of any lien or encumbrance on any of the
Facilities or Contractor’s Property (other than pursuant to the Security Agreement).



Section 6.04 Litigation.




     There is no litigation, action or proceeding by a Person pending against Contractor or, to
Contractor’s knowledge, threatened against Contractor that would have a material adverse effect on
the timely consummation of the transaction contemplated by this Contract.



Section 6.05 Bankruptcy.




     There are no bankruptcy or receivership proceedings pending against, being contemplated by or,
to Contractor’s knowledge, threatened against Contractor.



Section 6.06 Qualification.




     Contractor (a) is generally familiar with all phases of the Work to be performed, the
character, quality and quantity of materials to be used, the character of decommissioning equipment
and facilities needed, both preliminary to and during the prosecution of the Work, the general and
local weather and other conditions, and all other matters that may in any way affect the Work or
its prosecution under this Contract; (b) the Work is in Contractor’s usual line of business and
Contractor is familiar with the risks involved in the Work; and (c) it is capable of performing the
Work safely and efficiently in accordance with the provisions of this Contract and the regulations
and standards of the MMS and all other applicable Governmental Agencies.



Section 6.07 Laws.




     Contractor and its Subcontractors are familiar with and knowledgeable about all Laws, which
are now or may become applicable to the Contract and any Work performed in connection herewith,
including those pertaining to immigration, employment, labor, health, safety, security, and
environmental protection.



Section 6.08 Gifts, Etc.




     Neither Contractor nor any other Person in the Contractor Group has: (a) given any
commissions, payments, gifts of substantial value, kickbacks, lavish or extensive entertainment, or
other things of value to any officer, director, employee, agent, or representative of any Company,
or any family member thereof, or received same from any vendor, supplier, or contractor in
connection with this Contract, or (b) paid any fee, commission, rebate, or anything of value to or
for the benefit of any governmental official having jurisdiction over a Work Site. Companies shall
have the right to audit Contractor Group to determine compliance with this representation.



19









 





Section 6.09 Indemnity.




     Contractor shall Indemnify Companies’ Group from all Claims/Losses arising from the breach by
Contractor of any representation or warranty of this Article 6.



Article 7.

REPRESENTATIONS OF EACH COMPANY




     Each Company, with respect to itself only, hereby represents and warrants to Contractor as
follows:



Section 7.01 Organization and Good Standing.




     Such Company is a corporation or a limited liability company duly organized, validly existing
and in good standing under the Laws of its state of organization, and has all requisite corporate
power and authority to enter into this Contract and to perform its obligations hereunder. Such
Company is duly licensed or qualified to do business as a foreign corporation or limited liability
company and is in good standing under the laws of the States of Texas and Louisiana.



Section 7.02 Corporate Authority; Authorization of Agreement.




     Such Company has all requisite corporate power and authority to execute and deliver this
Contract, to consummate the transactions contemplated by this Contract and to perform all
obligations placed on such Company in this Contract. This Contract, when executed and delivered by
such Company, constitutes the valid and binding obligation of such Company, enforceable against it
in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency or other Laws relating to or affecting the enforcement of creditors’ rights and general
principles of equity (regardless of whether such enforceability is considered in a proceeding at
law or in equity).



Section 7.03 No Violations.




     Such Company’s execution and delivery of this Contract and consummation of the transaction
contemplated by this Contract will not: (a) conflict with or require consent of any person or
entity under any terms, conditions or provisions of such Company’s certificate of incorporation or
organization or bylaws or operating agreement, as the case may be; (b) violate any provision of, or
require any consent or approval under any Law applicable to such Company; or (c) result in creation
or imposition of any lien or encumbrance on any of the Facilities.



Section 7.04 Litigation.




     There is no litigation, action or proceeding by a Person pending against such Company or, to
such Company’s knowledge, threatened against such Company, that would have a material adverse
effect on the timely consummation of the transaction contemplated by this Contract.



Section 7.05 Bankruptcy.




     There are no bankruptcy or receivership proceedings pending against, being contemplated by or,
to such Company’s knowledge, threatened against such Company.



20









 





Article 8.

CONTRACTOR’S COVENANTS




     Contractor hereby covenants and agrees with Companies that it shall comply with the following
covenants:



Section 8.01 Cooperation.




     Contractor acknowledges that one or more of the Companies is or may in the future be involved
in Company Operations at or near a Work Site. Contractor covenants and agrees that it shall take
commercially reasonable measures to ensure that its performance of the Work shall not impair,
interfere with, or affect any Company Operations or any Company Property. Accordingly, Contractor
shall communicate regularly with the Certifying Representative concerning Contractor’s proposed
schedule of Work in order to assist Companies in planning operations to minimize impairment of,
interference with, or effect upon the Work. Notwithstanding the foregoing, in the event a Company
determines that Contractor’s Work impairs, interferes with, or affects such Company’s Operations or
any of such Company’s Property, Contractor shall immediately take all steps necessary to remedy
such impairment, interference, or effects unless Contractor has provided reasonable notice of its
proposed schedule of Work, has no other available Work Sites, and would incur standby charges if it
were to take such steps.



Section 8.02 Permit Requests and Modifications.




     In recognition of ongoing Company Operations on Company Property near the Work Sites,
Contractor covenants and agrees that it will not apply for any permit to reef or reef in place
without giving each Company thirty (30) Days prior written notice. If any Company indicates that
Work pursuant to such permit would impair, interfere with, or affect such Company’s Operations,
Contractor shall select an alternate reef site that eliminates such impairment, interference, or
effect to the satisfaction of the affected Company.



Section 8.03 Subsequent MMS Filings.




     Promptly upon receipt from the Companies of MMS forms with respect to the GI F-1 Well and the
Designated Aliquot containing Platform GI 40 F and in any event prior to conducting any Work on
such Well or Designated Aliquot, Contractor shall file such forms, all forms required for it to be
the “Designated Applicant” in accordance with MMS requirements, and evidence of financial
responsibility under the Oil Pollution Act. All such filings and such evidence shall have been
approved by the MMS and any other applicable Governmental Agency prior to Contractor conducting any
Work thereon.



Section 8.04 Performance.




     Contractor covenants and agrees that it shall safely and efficiently prosecute the Work with
due diligence and care in a good and workmanlike manner with qualified, careful and efficient
workers, and first class goods and equipment in strict compliance and accordance with (a) generally
accepted standards of decommissioning practice for the Work covered under this Contract; (b) the
provisions of this Contract; and (c) all applicable regulations and standards of the MMS and all
other Governmental Agencies.



21









 





     Contractor covenants and agrees that the Work shall be completed properly, free from liens and
defects, and shall meet all requirements of this Contract and that Contractor, in conducting the
Work, shall not employ any Person whose employment would violate applicable labor Laws.



     Contractor shall supply individuals who are authorized under the laws of the United States to
perform the Work on the Outer Continental Shelf. Any individual who lacks such authorization shall
not be allowed to take part in the portion of the Work that occurs on the Outer Continental Shelf.



Section 8.05 Anti-Bribery, Etc.




     8.05.01 Contractor shall not pay any fee, commission, rebate, or other value to or for the
benefit of any governmental official having jurisdiction over the Work or a Work Site, if such
payment would be inconsistent with or penalized by applicable Laws.



     8.05.02 Contractor shall comply with all applicable Laws, rules, regulations, decrees, and/or
official governmental orders of the United States relating to anti-bribery and anti-money
laundering.



     8.05.03 No Person in Contractor Group shall make, offer, or promise to make, any payment or
other transfer of anything of value, including the provision of any service, gift or entertainment,
directly or indirectly to: (a) any government official (including directors, officers, and
employees of government-owned and government-controlled companies and public international
organizations); (b) any director, officer, or employee of a Person of the Companies’ Group; (c) any
political party, official of a political party, or candidate for public office; (d) an agent or
intermediary for payment to any of the foregoing; or (e) any other Person for the purpose of
obtaining or influencing the award of or carrying out this Contract, if, and to the extent that to
do so is or would be in violation of or inconsistent with the anti-bribery or anti-money laundering
laws of any relevant jurisdiction, including the U.S. Foreign Corrupt Practices Act and successor
legislation and the applicable country legislation implementing the OECD Convention on Combating
Bribery of Foreign Public Officials in International Business Transactions.



     For the purposes of this Section 8.05 the term “government official” shall mean any director,
officer or employee of any government or any department, agency or instrumentality thereof, and/or
of any enterprise in which a government owns an interest, and/or of any public international
organization. This term also includes any Person acting in any official, administrative or
judicial capacity for or on behalf of any such government or department, agency, instrumentality,
company, or public international organization.



     8.05.04 Contractor and its Affiliates have and shall apply effective disclosure controls and
procedures; have and shall maintain books, records, and accounts which, in reasonable detail,
accurately and fairly reflect the transactions undertaken and the disposition of assets; and have
and shall maintain an internal accounting controls system that is sufficient to ensure the proper
authorization, recording and reporting of all transactions and to provide reasonable assurance that
violations of the anticorruption laws of the applicable jurisdictions will be prevented, detected
and deterred.



22









 





     8.05.05 In the event that a Company has any basis for a good faith belief that Contractor may
not be in compliance with the undertakings and/or requirements set forth in this Section 8.05 such
Company shall advise Contractor in writing of its good faith belief and Contractor shall cooperate
fully with any and all inquiries undertaken by or on behalf of such Company in connection
therewith, including the provision by Contractor of personnel and supporting documents and
affidavits if reasonably deemed necessary by such Company.



Section 8.06 Records.




     Contractor covenants and agrees that it shall maintain and it shall cause its Subcontractors
to maintain the Records for not less than seven (7) years after completion of the Work; provided,
however, if any Company or any Person makes a timely written claim which relates to the Work
performed pursuant to this Contract within such seven (7) year period, then Contractor shall retain
any Records that are relevant to the claim until final resolution of such claim. In addition, in
the event that Contractor elects to destroy any of such Records after the termination of such
period, Contractor shall notify Companies and Companies, at their option, may require that all such
Records instead be delivered to them or as they direct.



Section 8.07 Payment of Bills.




     Contractor covenants and agrees that it shall promptly pay all bills for labor and materials
performed and furnished by Contractor and all parties claiming by, through or under Contractor in
connection with the performance of the Work.



Section 8.08 Taxes, Liens, and Charges.




     Contractor covenants and agrees to pay all Taxes, licenses and fees levied or assessed against
Contractor in connection with, or incident to, Contractor’s performance of this Contract.
Contractor shall pay its Subcontractors and discharge all valid Taxes, liens, claims, charges, or
other impositions imposed and to be imposed by applicable Laws on Contractor Connected With the
Work performed hereunder.



Section 8.09 Qualification.




     Contractor shall maintain its qualification with the MMS and all other Governmental Agencies
necessary to perform the Work and to fulfill its other obligations under this Contract.



Section 8.10 IP Rights.




     Contractor shall not breach or infringe any copyrights, patents, trade secrets, and other
intellectual property rights (“IP Rights”) of any Person in performance of the Work and
related to equipment, materials, services, computer software, processes or business methods
supplied or employed by Contractor in performing the Work. If Contractor requires any license or
similar right under a Person’s IP Rights, or the performance of the Work requires the payment of
any royalty or similar fee, such fee shall be paid by Contractor as a part of its Work and shall
not increase the Contract Sum.



Section 8.11 Monitoring; Future Response.




     From and after the Commencement Date, Contractor shall monitor, in accordance with all
applicable Laws, the Work and the Facilities. Following Completion of Work Contractor shall



23









 




remain liable for all pollution, spill response, further requirements of Governmental
Agencies, and damages to or caused by the Facilities and the Work, all at its sole cost, risk, and
expense.




Section 8.12 Navigation.




     From and after the Commencement Date, Contractor shall be responsible for providing and
maintaining all navigational aids on or in connection with the Facilities, including lights, buoys,
and any other required navigational aids required under applicable Law or regulations of any
Governmental Agency.



Section 8.13 Conditions Precedent.




     Contractor shall work diligently to satisfy all conditions precedent of Article 4 prior to
January 2, 2008 or as soon thereafter as possible.



Section 8.14 Release.




     Prior to performing any Work that is subject to an Existing Permit, Contractor shall use
commercially reasonable efforts to obtain a release from the MMS or other Governmental Agency of
any obligations or liabilities of any Company arising from acts or occurrences after the Effective
Date. In any event, as between Contractor and Companies, Contractor shall be solely responsible
for payment and performance of all obligations arising under the Existing Permits on and after the
Effective Date.



Section 8.15 Re-Designation of Operator.




     Following achievement of the last Milestone Event in connection with the Facilities contained
within a Designated Aliquot, Contractor shall cooperate with Companies in the designation of GOM as
operator and “Designated Applicant” of such Designated Aliquot.



Section 8.16 Response to Requests for Information.




     Contractor shall respond promptly to requests from the Certifying Representative regarding
progress of the Work, schedules of the Work, anticipated dates for completion of Milestone Events
and anticipated dates and amounts of Milestone Payments and other matters reasonably related to
performance of the Work and shall furnish the Certifying Representative copies of any other
documents or instruments as the Certifying Representative may reasonably request in connection
therewith.



Section 8.17 Escrow Agreement.




     Contractor shall negotiate with Companies in good faith in order to agree upon an Escrow
Agreement acceptable to Contractor, Companies, and Escrow Agent.



Section 8.18 Indemnity.




     Contractor shall Indemnify Companies’ Group from all Claims/Losses arising from the breach by
Contractor of any covenant or agreement of this Article 8.



24









 





Article 9.

COVENANTS OF EACH COMPANY




     Each Company severally, and not jointly, hereby covenants and agrees with Contractor that it
shall comply with the following covenants:



Section 9.01 MMS Forms.




     As soon as reasonably practical after the Effective Date, each Company shall execute and
deliver to Contractor MMS Form 1123 for Contractor to be designated operator of the Wells and the
Designated Aliquots other than the GI 40 F-1 Well and the Designated Aliquot containing Platform GI
40 F. As soon as reasonably practical after BP, as current operator, completes decommissioning
work in connection with Platform GI 40 I, each Company shall execute and deliver to Contractor MMS
Form 1123 for Contractor to be designated operator of the GI 40 F-1 Well and the Designated Aliquot
containing Platform GI 40 F.



     As soon as reasonably practical after the Effective Date, each Company shall execute and
deliver to Contractor MMS Form 1017 and BP shall execute and deliver to Contractor MMS Form 1022,
for Contractor to be “Designated Applicant” for the Designated Aliquots other than the Designated
Aliquot containing Platform GI 40 F. As soon as reasonably practical after BP, as current
operator, completes decommissioning work in connection with Platform GI 40 I, each Company shall
execute and deliver to Contractor MMS Form 1017 and BP shall execute and deliver to Contractor MMS
Form 1022 for Contractor to be “Designated Applicant” for the Designated Aliquot containing
Platform GI 40 F.



Section 9.02 Cooperation.




     Each Company shall cause the Certifying Representative to communicate regularly with
Contractor (or, in the case of confidentiality concerns, a Company shall communicate directly with
the Contractor) concerning proposed Company Operations, and each Company shall exercise
commercially reasonable efforts to plan Company Operations to minimize impairment of, interference
with, or effect upon the Work. Notwithstanding the foregoing, in the event a Company determines
that Contractor’s Work impairs, interferes with, or affects such Company’s Operations or any of
such Company’s Property, such Company shall not be required to accept such impairment,
interference, or effect and shall be entitled to enforce Contractor’s covenant under Section 8.01.



Section 9.03 Additional Documentation.




     As soon as commercially reasonable after the Commencement Date, BP shall deliver copies of
well files, platform diagrams, engineering files, photographs, sonar images, and other information
with respect to the Facilities that are reasonably necessary to the performance of the Work by
Contractor; provided, however, that BP shall not be obligated to deliver any of (a)
BP’s general corporate books, records and files, even if containing references to the Facilities,
(b) books, records, and files that are not transferable or cannot be disclosed under the terms of
any third-party agreement or any Law, (c) information entitled to legal privilege, including
attorney work product and attorney-client communications and information relating to litigation and
claims, (d) interpretative data, cores, geological and geophysical data, reserve data, seismic, and
economic projections, (e) personnel information, (f) income tax information, or (g) proposals



25









 




received from Contractor or other Persons and records of negotiations with and economic
analyses associated therewith.




Section 9.04 Release.




     BP shall use commercially reasonable efforts to cooperate with Contractor in the performance
of Contractor’s obligations under Section 8.14.



Section 9.05 Escrow Agreement.




     Companies shall negotiate with Contractor in good faith in order to agree upon an Escrow
Agreement acceptable to Contractor, Companies, and Escrow Agent.



Section 9.06 Other Equipment.




     BP shall use commercially reasonable efforts to make the Other Equipment available to
Contractor during the performance of the Work.



Section 9.07 Certifying Representative.




     Companies shall cause a Certifying Representative to be appointed and shall allow the
Certifying Representative to act on behalf of the Companies as provided in this Contract.



Article 10.

CONTRACT SUM; MILESTONES; PAYMENT PROCEDURES




Section 10.01 Total Compensation.




     As consideration for the full and complete performance of the Work, each Company shall pay to
Contractor its Respective Share of SEVEN HUNDRED AND FIFTY MILLION AND NO/100 DOLLARS
($750,000,000.00) (the “Contract Sum”), payable in installments as set forth below, and
subject to all of the terms and conditions of this Contract. Except as set forth in Section 3.06,
the Contract Sum covers and includes all the compensation, payment, and remuneration that the
Companies are obligated to pay Contractor for its Work under this Contract and the PSAs.



Section 10.02 Initial Payment.




     Subject to all of the terms and conditions of this Contract, within fifteen (15) Days
following the Commencement Date, each Company shall pay to Escrow Agent for deposit into the Escrow
Account its Respective Share of SEVENTY MILLION AND NO/100 DOLLARS ($70,000,000.00).



Section 10.03 Mobilization Payment.




     Contractor shall provide written notice to Certifying Representative that the first
intervention vessel capable of performing the Work has arrived at the first Work Site and that
Contractor has performed Work for fourteen (14) Days at such Work Site. Subject to all of the terms
and conditions of this Contract, within fifteen (15) Days following verification by the Certifying
Representative of such events, each Company shall pay to Escrow Agent for deposit into the Escrow
Account its Respective Share of THIRTY MILLION AND NO/100 DOLLARS ($30,000,000.00).



26









 





Section 10.04 Milestone Payments; Procedures.




     10.04.01 During the course of the performance of the Work, subject to all of the terms and
conditions of this Contract and approval of the Certifying Representative, each Company shall pay
to Contractor its Respective Share of the Milestone Payment applicable to each Milestone Event
achieved by Contractor since the last payment date, computed in accordance with Exhibit “J” hereto.



     10.04.02 Contractor shall deliver to the Certifying Representative, at the address set forth
below (or such other Person or address as may be specified in writing by the Companies or the
existing Certifying Representative to Contractor), in triplicate, a documented and itemized invoice
for each individual Milestone Event, together with all inspections, reports, third-party reports,
approvals of Governmental Agencies, Site Clearance Verifications, and releases of liens and
encumbrances as specified in Exhibit “C”:



     Richard D. Lynch

     BP America Production Company

     550 WestLake Park Boulevard

     Houston, Texas 77079

     Telephone: 281-366-3566

     Fax: 281-366-7981




     10.04.03 The Certifying Representative shall review and verify each invoice and all supporting
documents submitted in connection therewith and it or its designee shall conduct any inspections it
deems necessary in connection with review and verification of achievement of the Milestone Event as
promptly as practicable following receipt thereof (but in any event within fifteen (15) Business
Days following receipt thereof), and on or before the first Business Day following the end of such
period, the Certifying Representative shall notify Contractor in writing of: (a) its concurrence
that the Milestone Event has been achieved and the invoice has been approved for payment or (b) its
dispute as to the adequacy of the supporting documents or Contractor’s achievement of such
Milestone Event, including a reasonably detailed description thereof. Within thirty (30) Days
after notification by the Certifying Representative of concurrence, each Company, subject to all
terms and conditions of this Contract, shall pay to Contractor its Respective Share of such
invoice. In the event of any such dispute, the Certifying Representative, the Companies, and
Contractor shall meet promptly and shall cooperate in good faith to attempt to resolve such dispute
within fifteen (15) Business Days following receipt by Contractor of the Certifying
Representative’s notice of such dispute. If the dispute is resolved, the Certifying Representative
shall so notify the Companies and, subject to all terms and conditions of this Contract, within
thirty (30) Days thereafter, each Company shall pay to Contractor its Respective Share of such
invoice.



Section 10.05 Final Payment; Procedure.




     10.05.01 As a condition to the Final Payment, Contractor shall deliver to the Certifying
Representative, in triplicate, a notice that it believes that it has achieved all of the Milestone
Events and that there is no pollution emanating from the Facilities and no unresolved objection by
the MMS or any Governmental Agency to Contractor’s performance or completion of the Work, together
with a documented and itemized invoice for the Final Payment of ONE HUNDRED MILLION AND NO/100
DOLLARS ($100,000,000.00).



27









 





     10.05.02 The Certifying Representative shall review and verify such final invoice and all
supporting documents submitted in connection therewith and it or its designee shall conduct any
inspections it deems necessary in connection with review and verification of achievement of all of
the Milestone Events and verification that there is no pollution emanating from the Facilities and
that there is no unresolved objection from the MMS or any Governmental Agency to Contractor’s
performance or completion of the Work as promptly as practicable following receipt thereof (but in
any event within fifteen (15) Business Days following receipt thereof), and on or before the first
Business Day following the end of such period, the Certifying Representative shall notify
Contractor in writing of: (a) the approval of the invoice for payment or (b) its dispute as to the
adequacy of the supporting documents or Contractor’s achievement of all of the Milestone Events or
verification that there is no pollution emanating from the Facilities and that there is no
unresolved objection from the MMS or any Governmental Agency to Contractor’s performance or
completion of the Work (other than monitoring, repairs, and other obligations that may arise in the
future), including a reasonably detailed description thereof. Within thirty (30) Days after
notification by the Certifying Representative of its approval of the invoice, each Company, subject
to all terms and conditions of this Contract, shall pay to Contractor its Respective Share of such
invoice. In the event of any such dispute, the Certifying Representative, the Companies, and
Contractor shall meet promptly and shall cooperate in good faith to attempt to resolve such dispute
within fifteen (15) Business Days following receipt by Contractor of the Certifying
Representative’s notice of such dispute. If the dispute is resolved, the Certifying Representative
shall so notify the Companies and, subject to all terms and conditions of this Contract, within
thirty (30) Days thereafter, each Company shall pay to Contractor its Respective Share of such
invoice.



Section 10.06 Late Payment




     The amount of any payment required to be made by a Company to Contractor pursuant to this
Article 10 that is not paid within the time periods specified herein, other than an amount that is
not paid because it is being disputed as set forth in Section 10.04 or Section 10.05, shall bear
simple interest at the LIBOR Rate or the highest lawful interest rate authorized by law, whichever
is lower, from the date that such payment is required to be made hereunder until such amount is
actually paid by such Company.



Section 10.07 Escrow Account




     Payments made to the Escrow Agent under Section 10.02 and Section 10.03 shall be available to
be drawn by Contractor from the Escrow Account from time to time upon compliance with the
procedures of the Escrow Agreement only for the purposes of engineering, acquisitions of materials,
and other costs and expenses directly required for the performance of the Work or to satisfy the
Assumed Obligations as defined in the PSAs.



Section 10.08 Method of Payments




     Payments of Milestone Payments and the Final Payment shall be made by the Companies to
Contractor by wire transfer to the following account:



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     JPMorgan Chase Bank

     New York, NY

     Swift Code: CHASUS33

     ABA No. 021000021

     Credit to Wild Well Control, Inc.

     Acct No.1590885032




Section 10.09 No Release




     Neither the Certifying Representative’s concurrence that Contractor has achieved a Milestone
Event or has completed the Work (other than monitoring, repairs, and other obligations that may
arise in the future), nor payment by a Company of any invoice therefor or any portion thereof shall
in any way relieve Contractor of its responsibility for the full, complete and satisfactory
performance of the Work.



Article 11.

CONFIDENTIALITY




Section 11.01 Confidential Information.




     Subject to Section 11.04, Contractor agrees that this Contract and any technical or business
information that is disclosed to Contractor or its Subcontractors in connection with any Work
hereunder by any Person of Companies’ Group, either orally or in writing (hereinafter collectively,
“Confidential Information”) is to be treated as confidential and proprietary. Contractor
agrees that Confidential Information shall be maintained in strict confidence and shall not be used
or disclosed to any Person (other than the Parties) other than in performing the Work. The
requirement to maintain information in strict confidence, however, shall not apply to Confidential
Information that: (a) is or becomes generally available to the public through no wrongful act of
Contractor; (b) was in the possession of Contractor prior to the time it was acquired hereunder
and was not acquired, directly or indirectly, from a Company or its Affiliates or from others under
an obligation of confidentiality; (c) is independently made available as a matter of right to
Contractor by a Third Party without obligations of confidentiality, provided that such Third Party
did not acquire such information directly or indirectly from a Person of Companies’ Group; or (d)
is required by applicable Laws to be divulged; provided that Contractor shall notify Companies
prior to any disclosure, and shall assist Companies in minimizing the extent of disclosure. The
Parties agree that the Confidentiality Agreement dated as of July 31, 2007 binding upon the Parties
is hereby terminated.



Section 11.02 Digital Information.




     Contractor acknowledges and agrees that each Company, in its sole discretion, may deliver
and/or store Confidential Information in digital form on the Internet, extranets and/or through
public networks and service providers. Such digital information will be stored on internal or
external computers and accessed from public telecommunications networks, and will be accessible by
a controlled group of Persons (the “Controlled Group”). Contractor agrees that the
delivery and storage of such Confidential Information in this manner shall not be deemed as making
the information generally available to the public, even if such Confidential Information is
accessed by Persons who are not within the Controlled Group.



29









 





Section 11.03 Third Party Disclosure.




     Contractor agrees to limit access to Confidential Information to its employees, agents,
representatives, and Subcontractors who reasonably require such access for purposes of this
Contract. Contractor agrees to use its best efforts in requiring that its employees, agents,
representatives, and Subcontractors maintain Confidential Information in strict confidence.
Contractor shall not make nor permit the making of any copies, abstracts, derivatives, or summaries
of any Confidential Information, except in the performance of the Work. Upon completion of the
Work or at a Company’s request, Contractor shall return such Company’s Confidential Information
(including, but not limited to, all copies, abstracts, derivatives, and summaries).



Section 11.04 Public Announcements; Public Disclosures.




     No press release or other public announcement or public disclosure having or containing any
reference, either directly or by implication, to this Contract or the transactions herein
contemplated, or to a PSA or to a Company or any other Persons of Companies’ Group, will be made or
used by Contractor or on its behalf, unless the same has been approved in writing by an authorized
officer of each Company. This prohibition specifically includes any public release (either through
print or broadcast news media) any articles prepared for internal or external publication,
technical papers, and discussions with journalists or other Persons. In the case of any filings
required by Laws to be made with the Securities and Exchange Commission or any other Governmental
Agency by Guarantor, Contractor shall advise Companies of the announcement or disclosure Guarantor
intends to make, and shall allow the Companies to comment and suggest changes prior to making such
announcement or disclosure. Notwithstanding the foregoing, Guarantor shall be entitled to respond
to questions from stockholders, respond to inquiries from financial analysts and media
representatives in a manner consistent with its past practice without prior consultation with the
Companies to the extent such consultation is not reasonably practicable. No response or statement
shall be disparaging of any Company.



Article 12.

INDEPENDENT CONTRACTOR AND LOUISIANA STATUTORY EMPLOYEE




Section 12.01 Independent Contractor.




     In the performance of the Work, Contractor is an independent contractor, shall control the
performance of the details of the Work, and shall be responsible for the results as well as
responsible for ensuring that the performance of the Work is conducted in a manner consistent with
appropriate safety, health, and environmental considerations.



Section 12.02 No Direction or Control.




     The presence of and the observation and inspection by Companies’ representative(s) or
Certifying Representative at a Work Site will not relieve Contractor from Contractor’s obligations
and responsibilities under this Contract. Neither Contractor, nor Contractor’s employees, agents,
representatives, or Subcontractors, shall have authority to commit any Company or any Person of
Companies’ Group to any binding legal obligation nor shall any of them be deemed for any purpose to
be agents, servants, or representatives of Companies’ Group in the performance of the Work. No
Company shall have direction or control of the Persons of



30









 




Contractor Group in the performance of the Work and Companies are interested only in the
results obtained. Nothing contained in this Contract will be construed to be inconsistent with
such independent contractor relationship.




Section 12.03 Statutory Employer.




     In all cases where Contractor’s Employees (which for purposes of this Section 12.03 and only
as between Contractor and Companies’ Group, are defined to include Contractor’s and its
Subcontractors’ direct, borrowed, special, or statutory employees) are performing work in or
offshore the State of Louisiana or are otherwise covered by the Louisiana Workers’ Compensation
Act, La. R.S. 23:1021 et seq., each Company and Contractor agree that the Work performed by
Contractor and Contractor’s Employees pursuant to this Contract is an integral part of and are
essential to the ability of such Company to generate such Company’s goods, products, and services
for the purpose of La. R.S. 23:1061(A)(1). Furthermore, each Company and Contractor agree that
each Company is the statutory employer of Contractor’s Employees for purposes of La. R.S.
23:1061(A)(3) and that each Company shall be entitled to the protections afforded a statutory
employer under the laws of the State of Louisiana. Irrespective of a Company’s status as the
actual or alleged statutory or special employer (as defined in La. R.S. 23:1031(C)) of any of
Contractor’s Employees, Contractor, as between Contractor and Companies’ Group, shall remain
primarily responsible for the payment of all workers’ compensation and medical benefits to
Contractor’s Employees, and shall not be entitled to seek contribution for any such payments from
any Company or any other Person of Companies’ Group, and Contractor further agrees that it will
Indemnify Companies’ Group from and against any such payments and that Contractor will Indemnify
Companies’ Group from and against any and all Claims/Losses relating to or asserted by Contractor’s
Employees even if any such Contractor’s Employee is also held to be an employee (whether a
statutory, special or borrowed employee, or otherwise) of any Company or any other Person of
Companies’ Group and, as set forth in Article 13 regardless of any Negligence/Fault of Companies’
Group.



Article 13.

INDEMNITY




Section 13.01 Special Definitions:




     Except as provided below, when used in this Article or elsewhere in this Contract, all terms
shall have the meanings set forth in Article 2 (Definitions), with specific reference to the
definitions of Affiliate, Claims/Losses, Companies’ Group, Contractor Group, Facilities,
Contractor’s Property, Party, Person, and Work.



     13.01.01 “Indemnify” or “Indemnification” shall be deemed to include and stand
for the following phrase: “release, protect, Defend, indemnify and hold harmless.”



     13.01.02 “Indemnitor” shall refer to the Party against whom indemnity (or release) is
sought under this Contract.



     13.01.03 “Indemnitee” shall refer to the Person seeking indemnity (or release) under
this Contract.



     13.01.04 “Connected With” shall be deemed to include and stand for “directly or
indirectly arising out of, resulting from, or in any way connected with or related to, at any time



31









 




(whether prior to or after the Effective Date) unless expressly provided otherwise,” and shall
cover all Claims/Losses in any way Connected With, as applicable, this Contract, the Work, the
Reefed Items, the Existing Assets, the Other Equipment, the Transferred Items, or the Facilities,
and including any Claims/Losses associated with any presence on any premises, including any
Claims/Losses associated with any ingress, egress, loading, or unloading, and transportation to and
from any Work Site or in connection with the Work.




     13.01.05 “Defend” or “Defense” shall include the obligation to pay reasonable
attorneys’ fees, court costs, expert fees, and other reasonable costs incurred by the Indemnitor or
the Indemnitee as a result of defending against a Claim/Loss as required by this Contract, or, at
the election and cost of the obligor, the obligation to select and engage competent attorneys and
experts to defend against a Claim/Loss as required by this Contract.



     13.01.06 “Excluded Claims/Losses” shall mean all claims and losses of all kinds and
descriptions including liabilities, liens, privileges, and other encumbrances, causes of action
(including actions in rem or in personam, at law or in equity), obligations, judgments, interest,
costs, expenses, and awards whether created by law, contract, tort, arbitration, voluntary
settlement (to the extent authorized by the Indemnitor), or otherwise, and including, except as
otherwise expressly provided, claims based on contractual indemnity, claims for punitive,
exemplary, consequential or indirect damages and/or losses for the above regardless of how such
claims and/or losses may be characterized whenever asserted:




     (a) for or with respect to bodily injury or death that occurred prior to the Effective
Date; or




     (b) for or with respect to loss or damage to property of any Person that occurred prior
to the Effective Date (except for Claims/Losses that have not been asserted against
Companies prior to the Effective Date for loss or damage to property resulting from
pollution from the Facilities); or




     (c) for any tax or royalty obligations attributable to or payable with respect to
periods ending on or prior to the Effective Date; or




     (d) for reimbursement of expenses in any way Connected With the control of pollution
paid by, agreed to by, or authorized by Companies prior to the Effective Date; or




     (e) for fines or penalties Connected With the Facilities to the extent and only to the
extent, such fine or penalty was assessed against Companies prior to the Effective Date; or




     (f) arising prior to the Effective Date and in any way Connected With the ownership or
operation of Facilities or the Existing Assets, the Other Equipment, other than any
Claims/Losses Connected With: (i) the performance of the Work; (ii) the condition of the
Facilities or any pollution therefrom (regardless when or how such condition or pollution
occurred, whether before or after the Effective Date, even if caused by the Negligence/Fault
of any Person of Companies’ Group); or (iii) any of Contractor’s other express obligations
under this Contract.


In addition to the foregoing, until Companies have completed their decommissioning work on Platform
GI 40 I, the term “Excluded Claims/Losses” shall include any liability arising out of
Companies’ work in connection with such Platform GI 40 I.




32









 








     13.01.07 “Negligence/Fault” shall, except to the extent expressly otherwise provided,
include negligence (including sole, concurrent, or gross negligence), willful misconduct, strict
liability, other premises liability, unseaworthiness, unairworthiness, liability for defective
equipment, and breach of statutory duty, whether or not resulting from preexisting conditions,
whether or not such Negligence/Fault is sole, concurrent, joint, comparative, active, or passive.



     13.01.08 The phrase “even if caused by the Negligence/Fault” shall mean that the
Parties intend for the indemnity and other obligations to apply whether or not the Claims/Losses
are contributed to by, occasioned by, or are the result of the Negligence/Fault of the Indemnitee
or any other Person, and that the Parties intend for the indemnity and other obligations to apply:




	 	(i)	 	without regard to any conflicting rules of liability under any applicable Laws,
	 
	 	(ii)	 	without regard to any successful limitation or exoneration of liability
proceeding filed by or on behalf of the indemnifying Party pursuant to the laws of any
state or country or the provisions of any international convention, and
	 
	 	(iii)	 	without regard to whether the Claims/Losses in question are sought directly or
indirectly by way of recovery, tort or contractual indemnification, or contribution by
a Person against the Indemnitee.





Section 13.02 Contractor’s General Indemnity Obligations.




     Except for the Excluded Claims/Losses, Contractor shall, subject to Section 3.02, Indemnify
Companies’ Group from and against all Claims/Losses Connected With this Contract, the Work, the
Reefed Items, the Existing Assets, the Other Equipment, the Transferred Items, or the Facilities,
including bodily injury, personal injury, illness, death, or loss or damage to property (including
removal of wreck and debris of any such property (including any vessel, Facilities, or other
property), whether necessitated by Laws or any Governmental Agency or interference with Companies’
Group present or future operations, or Companies’ Group leasehold obligations), all risks of leaks,
pollution, blowout, well control issues, and any other Claims/Losses, whether sustained by
Contractor Group, Companies’ Group, or Third Parties even if caused by the Negligence/Fault of
Companies’ Group or any other Person.



Section 13.03 Pollution.




     Except for the Excluded Claims/Losses, Contractor shall, subject to Section 3.02, assume
responsibility for, and shall Indemnify Companies’ Group from and against, all Claims/Losses
Connected With this Contract, the Work, the Reefed Items, the Existing Assets, the Other Equipment,
the Transferred Items, or the Facilities for any pollution or contamination, including cleanup,
control, removal, restoration, and remediation, even if caused by the Negligence/Fault of
Companies’ Group or any other Person.



Section 13.04 Fines and Penalties.




     Contractor agrees to assume responsibility for and to Indemnify Companies’ Group from and
against any fines or penalties assessed by the MMS or any other Governmental Agency Connected With
this Contract, the Work, the Reefed Items, the Existing Assets, the Other Equipment, the
Transferred Items, or the Facilities even if caused by the Negligence/Fault of Companies’ Group
or any other Person, except to the extent, and only to the extent, such fine or penalty was
assessed prior to the Effective Date.




33












 





Section 13.05 Limitation on Damages.




     Contractor waives any Claims/Losses against Companies’ Group for punitive, exemplary,
consequential or indirect damages Connected With this Contract, the Work, the Reefed Items, the
Existing Assets, the Other Equipment, the Transferred Items, or the Facilities, including loss of
profits or loss of use. The waiver afforded by this provision shall be applicable even if such
Claims/Losses are caused by the Negligence/Fault of Companies’ Group or any other Person benefiting
from the waiver. To the extent permitted by Laws, any statutory remedies that are inconsistent
with this provision of the Contract are waived.



     Companies waive any Claims/Losses against Contractor Group for punitive, exemplary,
consequential or indirect damages Connected With the Reefed Items, the Existing Assets, the Other
Equipment, the Transferred Items, or the Facilities, including loss of profits or loss of use. In
addition, Companies waive any Claims/Losses against Contractor Group for punitive, exemplary,
consequential or indirect damages arising from damage to property of Companies or delays in
redevelopment production within the boundaries of a Designated Aliquot plus one thousand (1,000)
feet and Connected With the Work in such Designated Aliquot, including loss of profits or loss of
use, but only to the extent such Claims/Losses are not covered by Contractor’s insurance. The
waiver afforded by this provision shall be applicable even if such Claims/Losses are caused by the
Negligence/Fault of Contractor Group or any other Person benefiting from the waiver. To the
extent permitted by Laws, any statutory remedies that are inconsistent with this provision of the
Contract are waived.



Section 13.06 Notice and Defense.




     13.06.01 In the event a claim is made in writing against a Company for which Indemnity is owed
by Contractor, such Company shall promptly give to Contractor notice in writing of (a) such claim,
or (b) proceedings commenced for which Indemnification is claimed. Such notice shall state with as
much detail as is reasonably practicable the facts and circumstances giving rise to the Claim/Loss
against the Indemnitee. Notwithstanding the foregoing, if Contractor is obligated to Indemnify a
Company (or any other Person pursuant to this Contract), lack of prompt notice shall not be a
defense except to the extent prejudice has resulted from such lack of prompt notice.



     13.06.02 The Indemnitor shall confer with the Indemnitee concerning the Defense of any such
Claim/Loss proceedings but, subject to the provisions of this Article 13 and any other applicable
provisions of this Contract, if the Indemnitor has assumed the full Defense of the Claim/Loss
without qualification, the Indemnitor or its insurer shall retain control of the conduct of such
Defense, including but not limited to the selection and management of counsel. If the Indemnitor
has assumed the full Defense of the Claim/Loss without qualification, any Indemnitee may, upon
written notice to the Indemnitor and at the Indemnitee’s sole cost and expense, select its own
counsel to participate in and be present for the defense of any such Claim/Loss proceeding,
provided such counsel shall not take any action in the course of such Claim/Loss proceeding to
prejudice the Indemnitor’s Defense of such Claim/Loss proceeding.



Section 13.07 Insurance.




     Contractor agrees to support its indemnity obligations in this Article 13 with insurance or
qualified self-insurance obtained for the benefit of the Companies and the Companies’ Group as
Indemnitees with minimum limits not less than FIFTY MILLION UNITED STATES



34









 







DOLLARS (US$50,000,000.00), or the maximum allowed by applicable Laws, whichever is less.
Except as otherwise mandated by applicable Laws, all indemnity obligations of Contractor as set out
in this Article 13, shall be without monetary limit. Moreover, the indemnity obligations of
Contractor as set out in this Article 13 are independent of any insurance requirements set out in
Article 14 below, and such indemnity obligations shall not be limited by any insurance requirements
and shall not be lessened or extinguished by reason of Contractor’s failure to obtain the required
insurance coverage or by any defenses asserted by Contractor’s insurers.



Article 14.

INSURANCE




     Contractor shall procure or cause to be procured on or before the Commencement Date and shall
maintain in effect with respect to and for the duration of this Contract the insurance policies
described below, at its sole cost and expense.



Section 14.01 Commercial General Liability Insurance.




     Contractor shall maintain commercial general liability (“CGL”) insurance and, if
necessary, commercial excess/umbrella insurance, for both onshore and offshore operations, with a
combined minimum limit of not less than FIVE MILLION UNITED STATES DOLLARS (US$5,000,000.00) each
occurrence. If such primary or excess CGL insurance contains a general aggregate limit, it shall
apply separately to this Contract.



     14.01.01 CGL insurance (primary and excess) shall be written on ISO occurrence form CG 00 01
07 98 (or a substitute form providing coverage at least as broad) and shall cover liability arising
from premises, operations, independent contractors, products-completed operations, personal injury
and advertising injury, and explosion, collapse, and underground hazards, and blanket broad form
contractual liability coverage.



     14.01.02 The status of Companies’ Group as an insured under Contractor’s CGL policies shall
not restrict coverage under such CGL with respect to the escape or release of pollutants at a Work
Site.



     14.01.03 Whether by endorsement or otherwise to the CGL policy, or by separate policy,
coverage shall be provided for liability arising from pollution, explosion, collapse, underground
hazards, or employment-related practices.



     14.01.04 Any exclusion for non-owned watercraft shall be deleted as respects liability
coverage and contractual liability coverage.



Section 14.02 Business Auto Liability Insurance.




     Contractor shall maintain business auto liability and, if necessary, commercial umbrella
liability insurance, with a minimum limit of not less than ONE MILLION UNITED STATES DOLLARS
(US$1,000,000.00) each accident.



     14.02.01 Such insurance shall cover liability arising out of any auto (including owned, hired,
and non-owned autos).



     14.02.02 Business auto coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA
00 20, or a substitute form providing equivalent liability coverage. If necessary,



35









 







the policy shall be endorsed to provide contractual liability coverage equivalent to that
provided in the 1990 and later editions of CA 00 01.



     14.02.03 Pollution liability coverage equivalent to that provided under the ISO pollution
liability-broadened coverage for covered autos endorsement (CA 99 48) shall be provided, and the
Motor Carrier Act endorsement (MCS 90) shall be attached.



Section 14.03 Workers Compensation and Employers Liability Insurance.




     Contractor shall maintain employers’ liability insurance as well as workers compensation
insurance that complies with the legal requirements of each state or other jurisdiction in which
the Work is to be performed.



     14.03.01 The employers liability minimum limits shall not be less than ONE MILLION UNITED
STATES DOLLARS (US$1,000,000.00) each accident.



     14.03.02 The U.S. Longshore and Harbor Workers Compensation Act endorsement shall be attached
to the policy.



     14.03.03 The Outer Continental Shelf Lands Act endorsement (WC 00 01 09 A) shall be attached
to the policy.



     14.03.04 The Maritime Coverage endorsement (WC 00 02 01) shall be attached to the policy.



     14.03.05 Contractor shall include an “alternate employer endorsement” in favor of each
Company.



Section 14.04 Protection and Indemnity and Hull and Machinery Insurance.




     14.04.01 When Contractor or its Subcontractors provide owned, chartered, hired, leased, or
operated vessels in performing the Work, Contractor shall maintain or cause to be maintained
protection and indemnity (“P&I”) insurance on all such vessels with an overall minimum
limit of TEN MILLION UNITED STATES DOLLARS (US$10,000,000.00), or the value of each vessel,
whichever amount is greater, and including coverage for collision and tower’s liability, third
party bodily injury and property damage liability, and pollution liability. In addition,
Contractor shall maintain or cause to be maintained hull and machinery insurance on all such
vessels.



     14.04.02 With regard to all primary and excess P&I insurance, Companies’ Group shall have no
liability for calls or premium assessments. In addition, all primary and excess P&I insurance
shall, to the extent of the risks and liabilities assumed by Contractor, be endorsed (a) to provide
full coverage to Companies’ Group as additional insured without limiting coverage to liability “as
owner” of the vessel and to delete any “as owner” clause and any other language purporting to limit
coverage to liability of an insured “as owner” of the vessel, and (b) to delete any language
limiting coverage for Companies’ Group in the event of the applicability of any limitation of
liability statute. Contractor’s and/or Subcontractor’s P&I insurance shall also cover removal of
wreck and debris if such removal is required by Laws or any Governmental Agency.



Section 14.05 Aviation Liability Insurance.




     If Contractor or any Subcontractor engaged by Contractor uses, owns, charters, rents, borrows,
or leases an aircraft to be used in the performance of the Work, Contractor shall



36









 







maintain or cause to be maintained aircraft liability insurance, with minimum limits of at
least TEN MILLION UNITED STATES DOLLARS (US$10,000,000.00) per passenger or crew seat, subject to a
minimum of TEN MILLION UNITED STATES DOLLARS (US$10,000,000.00) or require equivalent insurance
from the company providing the aircraft.



Section 14.06 Pollution Liability Insurance.




     Contractor shall maintain in force for the duration of this Contract pollution legal liability
insurance for both onshore and offshore operations applicable to bodily injury; property damages,
including loss of use of the damaged property or of property that has not been physically injured
or destroyed; cleanup costs; and Defense, including costs and expenses incurred in the
investigation or settlement of claims; all in connection with any loss Connected With any
Facilities. Coverage shall be with minimum limits of not less than TEN MILLION UNITED STATES
DOLLARS (US$10,000,000.00) per occurrence.



Section 14.07 Operator’s Extra Expense/Well Control Coverage.




     Contractor shall maintain in force for the duration of this Contract Operator’s Extra
Expense/Well Control coverage for all of the Facilities with minimum limits of not less than TEN
MILLION UNITED STATES DOLLARS (US$10,000,000.00) per occurrence.



Section 14.08 Excess Insurance.




     Contractor shall maintain in force, for the duration of this Contract, Excess coverage for all
coverages identified in this Article 14, with coverage at least as broad as underlying, and with
minimum limits sufficient to raise coverage for each policy to no less than FIFTY MILLION UNITED
STATES DOLLARS (US$50,000,000.00) per occurrence.



Section 14.09 Evidence of Insurance.




     Upon request of any Company, Contractor shall furnish Companies with one or more certificates
of insurance, on a form that is satisfactory to Companies, executed by a duly authorized
representative of each insurer, evidencing compliance with the insurance requirements of this
Article 14. Acceptance by Companies of an incomplete or improper certificate, or failure of
Companies to identify a deficiency in coverage from the certificate submitted, shall not be
construed as a waiver of Contractor’s obligation to maintain in effect the coverages required by
this Article. All certificates shall provide for thirty (30) Days’ written notice to Companies
prior to the cancellation or material change of any insurance referred to therein.



     Within ten (10) Days of receipt of a written request of any Company, Contractor shall provide
certified copies of all insurance policies requested by any Company.



Section 14.10 General Insurance Provisions.




     14.10.01 All insurance policies of Contractor whether or not required by this Contract, shall
be endorsed to waive all rights of subrogation against Companies’ Group, and (except for worker’s
compensation coverage and professional liability coverage) shall, to the extent of the risks and
liabilities assumed by Contractor, name Companies’ Group as an additional insured on a broad form
basis with such additional insured coverage including coverage for the sole or



37









 







concurrent negligence of the additional insureds and not being restricted to (a) “ongoing
operations,” (b) coverage for vicarious liability, or (c) circumstances in which the named insured
is partially negligent.



     14.10.02 All insurance policies of Contractor, whether or not required by this Contract,
shall, to the extent of the risks and liabilities assumed by Contractor, be primary as respects any
other policies held by any Company or any Person of Companies’ Group or any other policies
providing any coverage in favor of any Company or any Person of Companies’ Group. The coverage
afforded Companies’ Group under such policies shall delete any excess clause or co-insurance clause
that requires sharing or renders any insurance in favor of Companies’ Group as primary. Such
policies shall afford primary coverage to Companies’ Group without any contributions or
reimbursement, in whole or in part, by any insurance, or self-insured retention or account
maintained by or in favor of Companies’ Group.



     14.10.03 Companies do not represent that the minimum coverages and minimum limits required in
this Article 14 will be adequate to protect Contractor. Such coverage and limits shall not be
deemed as a limitation on Contractor’s liability under the other provisions of the Contract.



     14.10.04 The insurance obligations required under this Article 14 are independent from all
other obligations of Contractor under this Contract and apply whether or not required by any other
provision of this Contract and shall not in any way limit Contractor’s indemnity obligations.



     14.10.05 Reasonable deductibles for the policies required in this Article 14 are permitted,
but Contractor shall remain responsible for all deductibles and for all Claims/Losses for which
Contractor is responsible whether or not insurance is available.



     14.10.06 All insurance required of Contractor in this Contract shall be placed with insurers
reasonably acceptable to Companies. These insurers shall maintain a minimum rating of A-VII by the
A.M. Best Company or equivalent.



     14.10.07 In the event of any claim by Contractor against any insurer it shall promptly provide
copies of all correspondence and documents related to any such occurrence or any claim to
Companies.



Section 14.11 Self-Insurance.




     Notwithstanding the insurance requirements of this Contract, Contractor may self-insure a part
of the insurance coverage required by this Article 14 (beyond any retention or reasonable
deductible) subject to Companies’ prior written consent. In addition, Companies reserve the right
to withdraw consent to any self-insurance at any time with thirty (30) Days’ written notice to
Contractor. In addition, as respects insurance for control of well, Companies agree that consent
to self-insurance of all or part of the control of well coverage will not be unreasonably withheld.
All deductibles and any self-insurance coverage or retention shall be treated as if they were
insurance coverage or an insurance policy, and Companies’ Group shall have the same benefits and
protection from Contractor as if Contractor had obtained insurance coverage for that amount, and
Companies’ Group shall not be prejudiced in any way or lose any benefit or protection as a result
of any decision by Contractor to self-insure or maintain any particular deductible(s) or
self-insured retention. In addition, Contractor warrants that it will disclose its insurance
deductibles (and any self insured retention(s)) to Companies prior to execution of this



38









 







Contract and that it will provide thirty (30) Days’ advance written notice of any material
change in any deductible or retention level.



Section 14.12 Insolvency.




     The insolvency, liquidation, bankruptcy, or failure of any insurance company providing
insurance for Contractor or its Subcontractors or failure of any such insurance company to pay
claims accruing, shall not be considered a waiver of, nor shall it excuse Contractor from complying
with, any of the provisions of this Contract.



Section 14.13 Subcontractors’ Insurance.




     Contractor, as it deems necessary, shall cause each Subcontractor employed by Contractor to
perform any part of the Work to purchase and maintain policies of insurance as described in this
Article as well as any other coverages that Contractor deems necessary. Such policies shall be
endorsed in the same manner to waive subrogation against the Companies’ Group, be primary, and name
Companies’ Group as an additional insured. Contractor shall obtain and furnish to Companies (upon
request) copies of certificates of insurance evidencing coverage for each Subcontractor. Any
deficiencies in insurance coverage of any Subcontractor shall be the responsibility of Contractor.



Article 15.

FORCE MAJEURE




     Except as may be specifically otherwise provided in this Contract, no Party shall be liable
for delays in performance (other than obligations to pay their Respective Share of the Contract
Sum) directly occasioned or caused by Force Majeure. Upon the occurrence of Force Majeure, the
Party affected shall give prompt notice thereof, no later than five (5) Days’ after learning of the
Force Majeure event, to the other Parties and shall, at its cost and expense, do all things
reasonably possible to remove or mitigate its effects.



Article 16.

ASSIGNMENT; DELEGATION; SUBCONTRACTING




Section 16.01 Assignment; Delegation; Subcontracting.




     Contractor may not assign, sublet, delegate or subcontract this Contract in whole. Contractor
may utilize Subcontractors for portions of the Work, provided that Contractor shall remain liable
for all of its obligations hereunder, including responsibility for performance of the part of the
Work that is subcontracted. Contractor shall be responsible for all equipment and materials of,
and all actions and inactions of, its Subcontractors as if they were the employees of Contractor.
In the event Contractor does subcontract any portion of the Work, each such subcontract will
provide Companies’ Group with indemnity, insurance endorsements, warranty, confidentiality, and
other protections equivalent to those set forth in this Contract. No subcontract will create a
contractual relationship between Companies and the Subcontractor, but each subcontract will contain
a provision permitting the assignment of the subcontract to Companies in all cases where Companies
may be entitled under this Contract to require that such assignment be effected. Under no
circumstances will Subcontractor, or its agents, servants, or employees, be considered employees of
any Company.



39









 





Section 16.02 Assignment by Companies.




     Each Company may assign its rights and obligations, in whole or in part, under this Contract
to any Person without Contractor’s consent; provided, that the assigning Company shall remain
liable for the payment of its Respective Share of the Contract Sum to Contractor, subject to the
other terms and conditions of this Contract.



Article 17.

DEFAULT; INSOLVENCY; REMEDIES




Section 17.01 Default.




     The occurrence of any of the following shall constitute an Event of Default by Contractor
hereunder:



     17.01.01 Commencement Date. If the Commencement Date has not occurred on or before
March 1, 2008 due to the Contractor’s failure to take any of the actions required to be taken by it
in Article 4. 



     17.01.02 Completion of the Work. If Contractor has failed to complete the Work (other
than monitoring, repairs, and other obligations that may arise in the future) on or before March
31, 2012, with such date subject to extension as a result of delays due to Force Majeure, but only
to the extent such aggregate delays due to Force Majeure exceed 365 Days.



     17.01.03 Representation and Warranty. If any representation or warranty of Contractor
hereunder was, at the time of making, untrue or misleading in any respect.



     17.01.04 Performance Defaults. If Contractor has failed to comply with any material
covenant or material obligation under this Contract or has repeatedly failed to comply with
reasonable requests to perform pursuant to the terms and conditions of this Contract.



     17.01.05 Default Under Security Agreement. If the security interest granted pursuant
to the Security Agreement has become unenforceable or unperfected or if any prior claim is made on
the Existing Assets.



     17.01.06 Default Under Guaranty. If Guarantor has failed to perform its obligations
under the Guaranty, if Guarantor denies or disaffirms its obligations under the Guaranty, if the
Guaranty ceases for any reason to be in full force and effect, or if any judicial proceeding is
filed claiming that the Guaranty is invalid.



     17.01.07 Governmental Agency. If the MMS, the Coast Guard, or any other Governmental
Agency has: (a) assessed or threatened to assess any material fine or penalty against any Company,
or (b) required or threatened to require any Company to perform any portion of the Work or to hold
them liable for performance of any portion of the Work; in each case due to Contractor’s
performance or non-performance of the Work.



     17.01.08 Bankruptcy; Insolvency. If Contractor or Guarantor: (a) becomes insolvent;
(b) makes an assignment for the benefit of creditors; (c) is adjudicated a bankrupt; (d) admits in
writing its inability to pay its debts generally as the same become due; (e) institutes any
proceedings under any State or Federal Laws for relief of debtors or for the appointment of a
receiver, trustee or liquidator; (f) files a voluntary petition in bankruptcy or for a
reorganization or for an adjudication as an insolvent or a bankrupt; or (g) fails to remove or bond
any



40









 







attachment levied on a material portion of Contractor’s Property or a material portion of the
properties of Guarantor within thirty (30) Days therefrom.



     17.01.09 Event of Default under PSA. If an Event of Default has occurred under any
PSA.



Section 17.02 Notice; Opportunity to Cure.




     If Contractor: (a) fails to remedy any Event of Default as soon as reasonably practical but in
no event later than sixty (60) Days after notice from the Certifying Representative, or (b) if such
Event of Default is of such a nature that, in Companies’ reasonable judgment, it cannot be
reasonably remedied within sixty (60) Days, fails to initiate action as soon as reasonably
practical, but in no event later than within sixty (60) Days after its receipt of such notice and
thereafter to proceed diligently and continuously in remedying the Event of Default, then Companies
may, upon written notice to Contractor, exercise one or more of the remedies specified in Section
17.03; provided, however, that Contractor shall not be entitled to notice or an opportunity
to cure in the case of an Event of Default under Section 17.01.08 or an Event of Default that
results in an emergency for which a Governmental Agency requires action by one or more of the
Companies.



Section 17.03 Remedies Upon Default.




     Upon the occurrence of an Event of Default by Contractor and the expiration of any notice and
cure period specified in Section 17.02, the Companies (acting through the Certifying
Representative) may, in their sole option, exercise all remedies available to them under applicable
Laws as well as one or more of the following remedies, and exercise of one remedy shall not
preclude exercise of other or additional remedies:



     17.03.01 Suspend Work and Payments. Companies may (a) suspend temporarily or
permanently Contractor’s right to proceed with the Work and (b) suspend payments to Contractor
until such Event of Default is remedied, to Companies’ satisfaction in their reasonable discretion.



     17.03.02 Refund of Amounts Withdrawn Under Escrow Agreement. Companies may require
Contractor to refund to them amounts withdrawn under the Escrow Agreement, plus simple interest at
the LIBOR Rate (or the highest lawful interest rate authorized by law, whichever is lower) from the
date such payments were received by Contractor, minus an amount computed by multiplying the
aggregate amount of the amounts withdrawn under the Escrow Agreement (including interest at the
LIBOR Rate on amounts withdrawn) by a fraction, of which the numerator is the aggregate amount of
Milestone Payments paid to Contractor at the time the refund is calculated, and the denominator is
TWO HUNDRED SEVENTY-FIVE MILLION AND NO/100 DOLLARS ($275,000,000.00). Each Company’s Respective
Share of the refund shall be paid directly to each Company. This right to require a refund shall
terminate after TWO HUNDRED SEVENTY-FIVE MILLION AND NO/100 DOLLARS ($275,000,000.00) of Milestone
Payments have been made to Contractor. By way of illustration, if Milestone Payments already paid
are less than TWO HUNDRED SEVENTY-FIVE MILLION AND NO/100 DOLLARS ($275,000,000.00), then refund
equals:


[(EA)] — [(EA) x ((Milestone Payments already paid)/(TWO HUNDRED SEVENTY-FIVE MILLION AND NO/100
DOLLARS ($275,000,000.00))].




41









 








Where:



EA=Amounts withdrawn under the Escrow Agreement plus interest at the LIBOR Rate from the date of
withdrawal.



If Milestone Payments already paid are equal to or greater than TWO HUNDRED SEVENTY-FIVE MILLION
AND NO/100 DOLLARS ($275,000,000.00), then the refund equals zero.




     17.03.03 Completion of Work at Expense of Contractor. If Companies suspend or
terminate Contractor’s right to complete the remaining portion of the Work, the Companies shall
have: (a) the right to take possession and control of the Work, all Records, the Existing Permits
and the Existing Assets (and Contractor shall make commercially reasonable efforts to make the
Other Equipment available to Companies), and (b) the right to complete the remaining portion of the
Work or to have such Work completed by a different Person and, if requested by Companies, to
utilize some or all of the vessels and equipment utilized by Contractor for the Work and some or
all of the contracts and subcontracts executed by Contractor for the Work. With respect to any
Work performed by or on behalf of the Companies, any expenses that exceed the payments that
Companies would have made under this Contract for achievement of the Milestone Event(s) or such
portion(s) of the Work shall be the responsibility of, and recoverable from, Contractor (giving
credit for any amounts recovered under Section 17.03.02). To the extent that Companies are not
otherwise entitled to indemnity under contracts with other contractors in connection with such
Work, Contractor shall Indemnify Companies under the provisions of Article 13 for any Claims/Losses
Connected With such Work, provided Companies have used commercially reasonable efforts to obtain
indemnity from such other contractors.



     17.03.04 Emergency Actions. If, prior to the expiration of any applicable notice or
cure periods, Companies determine in their reasonable discretion that an emergency exists that is
not being adequately addressed by Contractor and that a Governmental Agency has required or
threatened to require any Company to perform emergency work or to hold them liable for performance
of any portion of emergency work, Companies shall have the right to take possession and control of
such portions of the Work, the Records, the Existing Permits, the Existing Assets, the Other
Equipment, and other vessels and equipment utilized by Contractor as necessary to proceed to
address the emergency, all at the sole cost, risk, and expense of Contractor (giving credit for any
amounts recovered under Section 17.03.02).



     17.03.05 Security Agreement. Companies may enforce all rights under the Security
Agreement.



     17.03.06 Demand on Guarantor. Companies may demand full and immediate payment and
performance by Guarantor under the Guaranty.



     17.03.07 Escrow Agreement. Companies may enforce all rights under the Escrow
Agreement, including the right to suspend withdrawals by Contractor.



Article 18.

PUT OPTION




Section 18.01 Grant of Put Option.




     Contractor hereby grants to each Company the option (each, a “Put Option”) to require
Contractor to accept the transfer of such Company’s undivided interest in the Facilities under such
Company’s PSA. Any Company may exercise its Put Option without the joinder of any



42









 




other Company. Contractor acknowledges that it may become a co-owner in indivision with one
or more Companies as a result of the exercise by an individual Company of its Put Option under its
PSA. Contractor hereby waives any right that it may have under applicable Laws to request or
require a partition of the Facilities for a period of fifteen (15) years from the Effective Date,
or to be a party to, or to have any rights under, any of the JOAs.




Section 18.02 Method of Exercise.




     In order to exercise its Put Option a Company shall Tender a Bill of Sale to Contractor at any
time on or after the Effective Date.



Section 18.03 Price; Consideration.




     The consideration for the transfer by a Company and for the acceptance of the transfer by
Contractor of undivided interests in the Facilities is the agreement of such Company to pay its
Respective Share of the Contract Sum (less any payments made by such Company under this Contract)
in accordance with, and subject to the terms and conditions of, the applicable PSA. Contractor and
each Company hereby waive any resolutory conditions, conditions subsequent, vendor’s liens, or
rights to dissolve such transfer arising out of any failure to pay such price.



Section 18.04 Termination of Obligations.




     Effective upon a Tender by a Company all of such Company’s obligations under this Contract
shall terminate. Contractor acknowledges and agrees that its obligations to Indemnify such Company
arising from actions performed by Contractor prior to such Tender shall continue but shall be
treated as if they had been made under the terms and conditions of such Company’s PSA (making due
allowance for differences in terminology between this Contract and such PSA). Otherwise, all
rights and obligations of a Company and Contractor effective upon a Tender shall be governed by
such Company’s PSA and Bill of Sale Tendered pursuant thereto. Effective upon a Tender by a
Company, such Company shall no longer be a “Company” under this Contract; provided,
however, each Company and Contractor acknowledge that under a Company’s PSA it shall be
entitled to notices, approvals of payments, and other rights previously provided under this
Contract.



Article 19.

PARENT GUARANTY




Section 19.01 Guaranty. 




     Contractor shall furnish Companies on the Effective Date with a single Guaranty executed by
Guarantor in the form of Exhibit “K” attached hereto. The Guaranty shall guarantee performance of
obligations of Contractor under this Contract and each PSA.



Article 20.

SECURITY AGREEMENT




Section 20.01 Security Agreement.




     Contractor shall grant to the Companies on the Commencement Date a security interest in the
Existing Assets, all on the terms of the Security Agreement attached hereto as Exhibit “L”.



43









 





Article 21.

APPLICABLE LAW AND RESOLUTION OF DISPUTES




Section 21.01 Selection of Applicable Law.




     This Contract, and any action Connected With this Contract brought by any Party (and any
action brought by any Person of Companies’ Group or Contractor Group or any Third Party asserting a
third party beneficiary claim pursuant to this Contract) shall be governed by the general maritime
laws of the United States exclusive of any principles of conflicts of laws that would require
application of the substantive laws of another jurisdiction. If it is judicially determined that
the Parties’ choice of maritime law is unenforceable, the Parties agree that this Contract should
be governed, construed and interpreted in accordance with the laws of the State of Louisiana
exclusive of any principles of conflicts of laws that would require application of the substantive
laws of another jurisdiction. The Parties also agree that with respect to issues where the general
maritime law is silent, this Contract shall be governed, construed and interpreted in accordance
with the laws of the State of Louisiana exclusive of any principles of conflicts of laws that would
require application of the substantive laws of another jurisdiction.



Section 21.02 Venue.




     In the absence of mutual agreement in writing, for any action Connected With this Contract
brought by any Party (or any Person of either Contractor Group or Companies’ Group, or any Third
Party pursuant to this Contract), venue shall be exclusively in federal district court situated in
Harris County, Texas, or if there is no subject matter jurisdiction in federal court, then in the
Texas State District Court situated in Harris County, Texas. The Parties (and any other Persons
asserting any action pursuant to this Contract) submit to personal jurisdiction and waive any other
venue that may be applicable to such action whether by reason of their present or future residence
or domicile or otherwise. Notwithstanding the foregoing, if one or more of the Parties is involved
in litigation in a forum other than in Harris County, Texas, the Parties may assert claims
Connected With this Contract in such litigation to the extent, and only to the extent, necessary to
avoid waiver of such claims. Each Party, knowingly and voluntarily, waives its respective right to
a jury trial.



Section 21.03 Continued Performance.




     Except if the Companies exercise any rights under Section 17.03.01 or Section 17.03.03, the
Parties further agree that despite the existence of any claim, dispute, controversy, or pending
action, Companies may require Contractor to continue performing the Work. If Contractor fails to
comply with such requirement, the Parties agree, notwithstanding any other provision of this
Contract, that such failure shall constitute irreparable injury to Companies and that Companies
shall be entitled to obtain appropriate injunctive relief from a court of competent jurisdiction
ordering Contractor to continue performing the Work in accordance with the terms of this Contract.



44









 





Article 22.

SURVIVAL; SEVERABILITY; WAIVER




Section 22.01 Survival.




     A Company’s acceptance of the Work or any parts thereof or its Tender will not release
Contractor from its obligations under this Contract. Contractor agrees that its obligations under
this Contract survive and extend beyond acceptance of the Work and Tender by a Company. However, a
Tender by a Company shall release such Company from all of its obligations under this Contract.



Section 22.02 Severability.




     If any provision or portions, or applications thereof, of this Contract are held to be
unenforceable, invalid or void by any court of competent jurisdiction, this Contract will be deemed
to be amended to modify such provision or portion thereof partially or completely to the extent
necessary to make it enforceable. If necessary, this Contract will be deemed to be amended to
delete the unenforceable, invalid or void provision or portion thereof, in which event the validity
and enforceability of the remaining provisions, or portions, or application thereof, will not be
affected thereby.



Section 22.03 Waiver.




     None of the requirements of this Contract will be considered as waived by any Party unless the
same is done in writing. Further, failure by any Party to enforce any rights will not waive those
or other rights hereunder.



Article 23.

NOTICES




Section 23.01 Notice Addresses.




     All notices to be given under this Contract shall be in writing and shall be delivered by (a)
hand, (b) registered or certified mail, or (c) facsimile (provided there is confirmation of receipt
of complete transmission), to the following address and to the attention of the person or job title
below:


BP:

BP America Production Company

ATTN: Richard D. Lynch

550 WestLake Park Boulevard

Houston, Texas 77079

Telephone: 281-366-3566

Fax: 281-366-7981




45









 







Chevron:

Chevron U.S.A. Inc.

Attn: Jay Cupples, NOJV Manager

100 Northpark Blvd

Covington, LA 70433

Telephone: 504-592-6158

Fax: 866-910-9953



GOM:

GOM Shelf LLC

Attn: David Carmony, Vice-President, Gulf Coast Region

2000 Post Oak Blvd, Ste 100

Houston, TX 77056-4400

Telephone: 713-296-6294

Fax: 713-296-6333



Contractor:

Wild Well Control

Attn: Patrick J. Campbell, President

2202 Oil Center Court

Houston, TX 77073

Telephone: 281-784-4700

Fax: 281-784-4750




Section 23.02 Effectiveness of Notices.




     Notices delivered personally shall be effective when delivered. Notices sent by facsimile
shall be effective on the first Business Day following the date of complete transmission. Notices
sent by registered or certified mail shall be effective when received.



Section 23.03 Notice to a Company.




     Except in instances in which notice under this Contract is specifically required to be given
solely to a single Company or the Certifying Representative, each Notice to a Company or to the
Companies shall not be effective unless given to all Companies.



Article 24.

MISCELLANEOUS




Section 24.01 Third Party Beneficiaries. 




     Except as specifically provided in Article 13 and Article 14, nothing in this Contract will be
construed to confer any rights or benefits in the Contract to anyone other than Persons of
Companies’ Group, and all duties and responsibilities undertaken pursuant to this Contract will be
for the sole and exclusive benefit of Persons of Companies’ Group and not for the benefit of any
other Person.



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Section 24.02 Several Liability of the Companies; No Joint Venture or Partnership.




     The obligations of the Companies hereunder are several, and not joint or joint and several or
collective. It is not the intention of the Parties to create, nor shall this Contract be construed
as creating, a mining or other partnership or association, or to render the Parties liable as
partners. No Company shall be responsible for payment or performance by any other Company
hereunder. Upon a Tender by a Company, such Company’s Respective Share of any payment shall be
subtracted from amounts due under this Contract but shall be provided to be paid by such Company
under its respective PSA.



Section 24.03 Subrogation.




     In the event any Company pays Contractor all or a portion of the Respective Share of another
Company, the paying Company shall be subrogated to the rights of Contractor against the non-paying
Company.



Section 24.04 Contractor Not a Successor or Assign.




     Notwithstanding anything herein or in any Bill of Sale to the contrary, neither the Tender by
a Company, the transfer of the Transferred Items, nor any other transfer or assignment by a Company
to Contractor shall make Contractor (a) a successor or assign of such Company for purposes of this
Contract or (b) a party to any of the JOAs.



Section 24.05 Entire Contract; Amendment. 




     This Contract, each PSA, each Bill of Sale, and any agreement executed in connection herewith
or therewith constitutes the full understanding of the Contractor, on the one hand, and the
Companies, on the other hand, and is a complete and an exclusive statement of the terms of their
agreement, and will exclusively control and govern all Work performed by Contractor. All
representations, offers, and undertakings of the Contractor, on the one hand, and the Companies, on
the other hand, made prior to the Effective Date hereof, whether oral or in writing, are merged
herein and into each PSA, each Bill of Sale, and any agreement executed in connection herewith or
therewith. No other contract or agreement, whether executed prior or subsequent to the execution
of this Contract, a PSA, a Bill of Sale, or any agreement executed in connection herewith or
therewith will in any way modify, amend, alter, or change any of the terms or conditions set out
herein unless such contract or agreement: (a) is executed by persons of equal position and
authority within their respective companies as those executing this Contract, a PSA, a Bill of
Sale, or any agreement executed in connection herewith or therewith, and (b) clearly expresses the
specific intention of the Parties to amend this Contract, a PSA, a Bill of Sale, or any agreement
executed in connection herewith or therewith by making specific reference thereto.



Section 24.06 Governmental Agency Approval.




     No letters, approvals, or directives of the MMS or any Governmental Agency, whether or not
signed or accepted by Contractor or any Company shall alter or modify the terms and conditions of
this Contract or any PSA.



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Section 24.07 Further Assurances.




     From time to time after the Effective Date and without further consideration, a Party shall
execute and deliver such documents and instruments as are reasonably requested by another Party in
order to consummate more effectively the transactions as contemplated by this Contract.



Section 24.08 Counterparts.




     This Contract may be executed in counterparts, and different Parties may execute different
counterparts, but all counterparts together shall constitute a single agreement.



[Remainder of Page Intentionally Left Blank; Signature Page Follows]





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     WITNESS THE SIGNATURES of the Parties hereto as set forth below.



	 	 	 	 	 
	 	BP AMERICA PRODUCTION COMPANY

 	 
	 	By:  	/s/ Richard D. Lynch, Jr.
 	 
	 	 	Printed Name:  	Richard D. Lynch, Jr. 	 
	 	 	Title:  	Attorney In Fact 	 
	 
	 	CHEVRON U.S.A. INC.

 	 
	 	By:  	/s/ M. H. Forman
 	 
	 	 	Printed Name:  	M. H. Forman 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	GOM SHELF LLC by and through its Managing Member,
Apache Corporation

 	 
	 	By:  	/s/  John J. Christmann, IV
 	 
	 	 	John J. Christmann, IV 	 
	 	 	Vice President 	 
	 
	 	WILD WELL CONTROL, INC.

 	 
	 	By:  	/s/ Patrick J. Campbell
 	 
	 	 	Printed Name:  	Patrick J. Campbell 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



Signature Page for Wreck Removal Contract