ASSET PURCHASE AGREEMENT BY AND AMONG HERCULES INTERNATIONAL HOLDINGS LTD., HALLIBURTON WEST AFRICA LTD. AND HALLIBURTON ENERGY SERVICES NIGERIA LIMITED AUGUST 23, 2006

Exhibit 10.1

ASSET PURCHASE AGREEMENT

BY AND AMONG

HERCULES INTERNATIONAL HOLDINGS LTD.,

HALLIBURTON WEST AFRICA LTD.

AND

HALLIBURTON ENERGY SERVICES NIGERIA LIMITED

AUGUST 23, 2006

TABLE OF CONTENTS

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ii

iv

Exhibits

v

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this " Agreement ") is made as of August 23, 2006, by and among Hercules International Holdings, Ltd., a Cayman limited company (" Buyer "), Halliburton West Africa Ltd., a Cayman limited company] (" HWAL "), and Halliburton Energy Services Nigeria Limited, a Nigerian corporation (" HESNL " and together with HWAL, " Seller "). Buyer and Seller may be referred to herein individually as a " Party, " and collectively as the " Parties. " Except as otherwise provided herein, capitalized terms used herein shall have the meanings specified in Article X.

R E C I T A L S

WHEREAS , Seller owns and operates eight lift boat vessels and operates five lift boat vessels currently owned by Meridien Maritime and Offshore Services Limited (" Meridien ") under bareboat charters, each of which are currently operating in the coastal waters of Nigeria, in connection with Seller’s business of providing lift boat services to the offshore oil drilling industry in the waters offshore of West Africa (the " Business "); and

WHEREAS , Seller desires to transfer to Buyer, and Buyer desires to acquire from Seller, the owned lift boat vessels and certain other related assets, the contractual right to operate the lift boat vessels currently owned by Meridien, and the Warri Lease Agreement each as used in the Business, on the terms and conditions specified herein.

AGREEMENT

NOW, THEREFORE , in consideration of the foregoing and the mutual promises herein made, and in consideration of the representations, warranties and covenants contained herein, the Parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

1.1 Purchase and Sale of Assets . At the Closing, on the terms and subject to the conditions set forth in this Agreement, Seller will sell, convey, transfer, assign and deliver to Buyer (i) the owned vessels listed on Schedule 1.1A together with their respective engines, tackle, winches, cranes, cordage, general outfit, electronic and navigation equipment, radio installations, appurtenances, appliances, Inventory, spare parts, stores, tools and provisions designated for such vessels, whether on board or ashore (collectively, the " Equipment "), (the owned vessels and their related Equipment are referred to collectively as the " Vessels ") and certain other related assets used in the Business and listed on Schedule 1.1A , (ii) all Permits (to the extent transferable) relating to the Vessels and listed on Schedule 1.1B , (iii) all business records relating exclusively to the Vessels and listed on Schedule 1.1C (the " Records "); (iv) any technical or regulatory documentation pertaining to the Vessels that Seller may have in its possession and which is not already aboard the Vessels, including, without limitation, classification certificates, loadline certificates, radio licenses, operating manuals, vessel logs and preventive maintenance manuals (collectively, the " Vessel Documentation "); (v) all drawings and intellectual property related to the Vessels and listed on Schedule 1.1D (the " Intellectual Property ");

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and (vi) the Warri Lease Agreement, together with all equipment used in the Business located at Seller’s leased shore-based facility used in the operation of the Business located in Warri, Nigeria (the " Warri Facility "). The assets described in the foregoing clauses (i) through (vi) are hereinafter collectively referred to as the " Purchased Assets ." Except for the Purchased Assets and Assigned Contracts, Buyer is not acquiring any asset or property of Seller, and all such excluded assets (the " Excluded Assets ") shall be retained by Seller.

1.2 Assignment of Contracts . At the Closing, Seller will convey, transfer and assign to Buyer the rights of Seller under the contracts designated by Buyer and listed in Schedule 1.2 or designated by Buyer in writing at least 15 days prior to the Closing (the " Assigned Contracts ") pursuant to an Assignment and Assumption of Contracts substantially in the form attached as Exhibit 1.2 hereto (the " Assignment of Contracts "). With respect to each of the Assigned Contracts that are assigned to Buyer pursuant to the Assignment of Contracts, Seller shall be entitled to all revenues, and shall retain all Liabilities under such contracts resulting from events or occurrences or relating to periods ending prior to the Effective Time (the " Retained Liabilities ").

1.3 Purchase Price . The aggregate purchase price to be paid by Buyer for the Purchased Assets and Assigned Contracts shall equal Fifty Million, Forty Thousand Dollars ($50,040,000.00), plus the Purchase Price Adjustment (the " Purchase Price "), which shall be payable in accordance with Section 2.3 , plus any amounts paid under the Earnout Agreement, a form of which is attached hereto as Exhibit 1.3 . The Purchase Price shall be subject to adjustment pursuant to Section 2.4 .

1.4 Post-Closing Adjustment .

(a) As soon as practicable and in any event prior to the 30th day after the Closing Date, Seller will cause to be prepared in writing and delivered to Buyer, a statement setting forth Seller’s calculation of the Final Inventory Amount, certified by a proper officer of Seller to be true and correct, based on a physical inspection and count of all of the consumables, inventories and spare parts designated for the Vessels, whether onboard or ashore (the " Inventory "). Seller shall provide to Buyer invoices or other documentation in reasonable detail to support its calculation of the Final Inventory Amount. Buyer will permit representatives of Seller to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of Buyer, to all Vessels, premises, properties, personnel, books, records and documents related to Seller’s preparation of its statement setting forth Seller’s calculation of the Final Inventory Amount, and will furnish copies of all such books, records and documents as Seller may reasonably request.

(b) The statement of the Final Inventory Amount will be final and binding on Buyer and Seller unless, within 30 days following the delivery of the statement setting forth Seller’s calculation of the Final Inventory Amount, Buyer notifies Seller in writing that Buyer does not accept as correct the Final Inventory Amount set forth on such statement. Any objection made by Buyer shall be accompanied by materials showing in reasonable detail Buyer’s support for its determination of the Final Inventory Amount. If Buyer timely delivers an objection notice respecting the Final Inventory Amount, Buyer and Seller shall meet promptly to resolve any differences in their respective calculations of the Final Inventory Amount. Each

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Party may revise its calculations of the Final Inventory Amount by providing such Final Inventory Amount in writing to the other Party prior to submitting such matter to arbitration under Section 1.4(c) . If the parties are unable to agree upon the same dollar value of the Final Inventory Amount within 15 days following Seller’s receipt of Buyer’s objection notice, Buyer or Seller may submit the matter to be resolved through the procedure described below in Section 1.4(c) .

(c) After 15 days following Seller’s receipt of Buyer’s objection pursuant to Section 1.4(b) , Buyer or Seller may refer a controversy or claim concerning the Final Inventory Amount to the CPA Firm. The CPA Firm shall be required to adopt the Final Inventory Amount submitted to the CPA Firm by either Buyer or Seller (and such Final Inventory Amount submitted by Buyer and Seller must be the same as those each Party furnished to the other before the controversy was submitted to resolution under this Section 1.4(c) ) within 30 days following receipt of Buyer’s or Seller’s referral (and the CPA Firm shall have no power whatsoever to reach any other result), and, subject to the foregoing restriction, the CPA Firm shall adopt the resolution that in its judgment is the more fair, equitable and in conformity with this Agreement. If at any time the parties resolve their dispute after referral to the CPA Firm, then notwithstanding the preceding provisions of this Section 1.4(c) , the CPA Firm’s involvement promptly shall be discontinued and the Final Inventory Amount shall be revised, if necessary, to reflect such resolution and thereupon shall be final and binding on Seller and Buyer. The losing Party shall bear all costs and expenses of the CPA Firm incurred in resolving the dispute; provided, however, that if the amount is determined by agreement of the parties following the designation of the CPA Firm, the parties each shall pay one-half of any costs and expenses of the CPA Firm already designated. The determination and decision of the CPA Firm shall be final and nonappealable and shall be valid and binding upon Buyer and Seller and their successors and assigns and may be enforced in any court of competent jurisdiction.

(d) To the extent that the Final Inventory Amount differs from the Initial Inventory Amount, the Purchase Price will be adjusted, upward or downward, on a dollar-for-dollar basis, to reflect such difference. If the Final Inventory Amount is greater than the Initial Inventory Amount, the Buyer will deliver to Seller, within 5 days of the Final Inventory Amount becoming final hereunder, an amount equal to the Final Inventory Amount less the Initial Inventory Amount. If the Initial Inventory Amount is greater than the Final Inventory Amount, Seller will refund to the Buyer, within 5 days of the Final Inventory Amount becoming final, an amount equal to the Initial Inventory Amount less the Final Inventory Amount

1.5 Assumption of Liabilities . Subject to the terms and conditions of this Agreement, from and after the Closing, Buyer agrees to assume (a) all Liabilities first arising, or to be performed, and attributable to the ownership and operation of the Purchased Assets at and after the Effective Time under any Assigned Contract and (b) after the fifth anniversary of the Closing Date (or, with respect to a matter which is the subject of an indemnification obligation of Seller described in either Section 9.5(y) or (z) , after the expiration of the period provided in the applicable Section), any Liabilities that arise out of, relate to, result from or are attributable to the ownership and operation of the Purchased Assets prior to and after the Effective Time (together, (a) and (b) shall constitute the " Assumed Liabilities "), and none other. Buyer shall be entitled to receive all revenues relating to periods on or after the Effective Time. Except for the Assumed Liabilities or as otherwise expressly provided for herein, Buyer will not assume or otherwise become liable for any Liabilities of Seller or any of its affiliates, including any Liabilities related to the Vessels, Business or Excluded Assets.

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1.6 Allocation of Purchase Price . Prior to the Closing Date, Buyer and Seller shall cooperate in good faith to agree to an allocation of the Purchase Price. Buyer and Seller will use such allocation of the Purchase Price as the basis for reporting asset values and other items for purposes of all required tax returns (including any tax returns required to be filed under Section 1060(b) of the Code and the treasury regulations thereunder). Buyer and Seller shall not assert, in connection with any audit or other proceeding with respect to taxes, any asset values or other items inconsistent with such agreed allocation of the Purchase Price.

1.7 Purchase of Inventory on Order . Within 45 days following the Closing, Buyer will purchase from Seller any equipment or other materials that were ordered by Seller in the ordinary course of business, consistent with past practices, prior to the Closing for use upon the Vessels or as part of Inventory, but were not delivered or invoiced prior to the Closing, provided that Buyer’s obligation to make payment for any such item shall be suspended until such item is actually delivered to Buyer. The purchase price for such equipment and Inventory shall be equal to the invoiced amount owed by Seller.

ARTICLE II

THE CLOSING

2.1 Time and Place of the Closing . The closing of the transactions contemplated hereby (the " Closing ") will take place at the offices of Andrews Kurth LLP in Houston, Texas, or at such other location agreed by the Parties, commencing at 9:00 a.m., Houston time, on November 1, 2006; provided that the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby has occurred (other than conditions with respect to actions the respective Parties will take at the Closing itself), or such other date as the Parties may mutually determine (the " Closing Date "). The Closing shall be deemed consummated and effective as of the close of business on the Closing Date (the " Effective Time ").

2.2 Delivery of Purchased Assets . At the Effective Time, title, ownership and possession of the Purchased Assets shall pass to Buyer, and Buyer shall take possession of the Purchased Assets free and clear of all Encumbrances wherever they are located at the Effective Time.

2.3 Procedure at the Closing .

(a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer:

• • • (i) (A) a Bill of Sale, Assignment and Assumption Agreement, in customary form and reasonably agreeable to the Parties, duly executed by Seller, and (B) notarized Bills of Sale for each Vessel and in form suitable for recording with the Panamanian Registry (the items set forth in subsections (A) and (B) are collectively referred to as the " Bills of Sale ");

      (ii) the Assignment of Contracts, duly executed by Seller;

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• • • (iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as to the matters set forth in Sections 7.1(a) and (b) ;

      (iv) all of the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation);

      (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c) ;

      (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the " Protocols of Delivery and Acceptance "), duly executed by the applicable Seller;

      (vii) a Preferred Provider Agreement (the " Preferred Provider Agreement " duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto;

      (viii) an Assignment and Assumption of Lease Agreement (the " Assignment of Lease Agreement ") duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto;

      (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby;

      (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage;

      (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date;

      (xii) waivers from Nigeria build, ownership and manning requirements or evidence of applications and payment for the waiver of such requirements; and

      (xiii) such other instruments and documents as Buyer may reasonably require.

(b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:

• • • (i) the Purchase Price, as adjusted pursuant to Section 2.4 , in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Date;

      (ii) the Bills of Sale, duly executed by Buyer;

      (iii) the Assignment of Contracts, duly executed by Buyer;

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• • • (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b) ;

      (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer;

      (vi) the Assignment of Lease Agreement, duly executed by Buyer;

      (vii) the Preferred Provider Agreement duly executed by Buyer; and

      (viii) such other instruments and documents as Seller may reasonably require.

2.4 Loss of or Damage to Certain Purchased Assets .

(a) If, between the date of this Agreement and the Effective Time there is an actual total casualty loss, a constructive total casualty loss or a compromised total casualty loss, as determined by Noble Denton (collectively, a " Total Loss ") of any vessel identified on Schedule 2.4 , including by governmental or private seizure or arrest, forced sale or other involuntary transfer (" Unavailable Assets "), then the Purchase Price shall be reduced by the value ascribed to such Unavailable Asset(s) in Schedule 2.4 and the subject vessel shall not be sold hereunder.

(b) If, between the date of this Agreement and the Effective Time, any Purchased Asset is damaged, but not a Total Loss, then no Purchase Price adjustment shall be made and Seller shall be responsible for repairing such Purchased Asset at Seller’s sole cost and Buyer shall make such Purchased Asset available to Seller, at no cost to Seller, after the Closing for the purpose of repairing it; provided, however, that Seller shall not be obligated to repair any Purchased Asset if the cost of such repair is not reasonably expected to exceed $50,000. Seller shall use commercially reasonable efforts to complete all such repairs in as short a time as possible, and in any event Seller shall complete all such repairs within 60 days after the Closing Date. The adjustment mechanism described in this Section 2.4 will not be applied with respect to any Purchased Asset that has been replaced by Seller by a similar asset of comparable value that is acceptable to Buyer and where such Purchased Asset is in an appropriate condition to conduct the Business as presently conducted by the Purchased Asset it is replacing.

(c) The adjustment mechanism described in Section 2.4(a) will be applied and the Parties will be required to proceed with the Closing so long as the estimated adjustment pursuant to Section 2.4(a) would not exceed $5,000,000.00. If the estimated adjustment pursuant to Section 2.4(a) would exceed $5,000,000.00, then Buyer or Seller may, at its option, either continue to apply the adjustment mechanism and proceed with the Closing or terminate this Agreement without consummating the transactions contemplated hereby.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows, except as set forth on the Disclosure Schedule:

3.1 Status of Seller . HWAL is duly organized, validly existing and in good standing under the laws of the Cayman Islands. HESNL is duly organized, validly existing and in good standing under the laws of Nigeria. Seller has the power and authority to own, lease and operate the Purchased Assets and to conduct the Business. Seller is duly authorized, qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which its right, title or interest in or to any of the Purchased Assets or the conduct of the Business requires such authorization, qualification or licensing, except where the failure to be so qualified would not have a Material Adverse Effect on the Business or the Purchased Assets. There is no pending or, to the Knowledge of Seller, threatened, action for the dissolution, liquidation, insolvency or rehabilitation of Seller.

3.2 Power and Authority; Enforceability . Seller has the power and authority to execute and deliver each Transaction Document to which it is a party, and to perform and consummate the transactions contemplated thereby. Seller has taken all actions necessary to authorize the execution and delivery of each Transaction Document to which it is party, the performance of its obligations thereunder, and the consummation of the transactions contemplated thereby. Each Transaction Document to which Seller is a party or by which Seller is bound has been or will be duly authorized, executed and delivered by, and is or will be enforceable against, Seller, except as such enforceability may be subject to the effects of bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the rights of creditors and general principles of equity.

3.3 No Violation . Except as set forth on Schedule 3.3 , the execution and the delivery of the Transaction Documents by Seller and the performance and consummation of the transactions contemplated thereby by it will not (a) breach in any material respect any Law or Order to which Seller is subject or any provision of Seller’s organizational documents, (b) breach in any material respect any contract, Order or Permit to which it is a party or by which it is bound or to which any of its assets is subject, (c) require the giving of notice to, or the consent of, any Person, or (d) result in the creation of any Encumbrances.

3.4 Brokers’ Fees . Seller has no Liability to pay any compensation to any broker, finder or agent with respect to the transactions contemplated hereby for which Buyer could become directly or indirectly liable.

3.5 Purchased Assets .

(a) Except as set forth in Schedule 3.5(a) , Seller is vested with good and indefeasible title to all leasehold estates created under the Warri Lease Agreement and has good, valid and marketable title to all of the other Purchased Assets being conveyed hereunder. All Encumbrances or other exceptions referenced in Schedule 3.5(a) shall be released or otherwise satisfied prior to the Closing. All rent and other amounts due under the Warri Lease Agreement have been duly paid and are not subject to any offset or Encumbrance by any Person.

(b) All of the Purchased Assets, including the Equipment, is usable in the ordinary course of Seller’s Business. All of the Purchased Assets, including the Vessels and the Equipment, have been properly imported into Nigeria, including the proper and timely payment of all applicable import duties and preparation and processing of all applicable import documentation.

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(c) The Purchased Assets and the Assigned Contracts are sufficient for the conduct of the Business as currently conducted.

3.6 Contracts . Seller has delivered to Buyer a correct and complete copy of each Assigned Contract (as amended to date), including the contracts related to the management of the lift boat vessels owned by Meridien (the " Meridien Management Agreements "). With respect to each such contract: (a) such contract was duly and validly executed and delivered by Seller and, to the Knowledge of Seller, the other parties thereto; (b) the contract is legal, valid, binding, and enforceable against Seller and, to the Knowledge of Seller, the other parties thereto, except as such enforceability may be subject to the effects of bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the rights of creditors and general principles of equity, and is in full force and effect; (c) Seller has not, and to the Knowledge of Seller, no other party has, repudiated any material provision of such contract; and (d) Seller is not in material default or breach of any of its obligations under such contract and, to the Knowledge of Seller, no event has occurred which with notice or lapse of time would constitute a material breach or default of any obligation of Seller or permit any termination, material modification or acceleration of such contract. Except for those contracts set forth on Schedule 6.10 , Seller has, or will have prior to the Closing Date, terminated, without obligation or Liability to Buyer, any and all contacts with Seller’s affiliates with respect to the Vessels or the Business.

3.7 Vessels .

(a) At the Closing, the Vessels shall be free and clear of all Encumbrances. Except as disclosed on Schedule 3.7(a) , the Vessels are duly documented under the laws and flag of Panama solely in the name of Seller. Except as disclosed on Schedule 3.7(a) , the Vessels are operating in Nigerian waters and are operating in compliance with the Nigerian Coastal and Inland Shipping (Cabotage) Act of 2003. With respect to each Vessel that is required to be classed, such Vessel has a valid and unextended class certificate without condition or recommendation, and the class of such Vessel is maintained without condition or recommendation. With respect to each Vessel that is required to have a certificate of inspection, such Vessel has a valid certificate of inspection, valid for at least 12 months from the time of inspection. All repairs and maintenance on the Vessels have been performed and satisfactorily completed in accordance with all requirements of all applicable Governmental Authorities, including their flag state, and all applicable classification societies (or, in the case of any Vessel that does not have a current class certificate, in accordance with the requirements of the classification society that issued the last class certificate).

(b) Each Vessel holds in full force all licenses, certificates and permits and rights required for operation in the manner vessels of its kind are being operated in the trade in which such Vessel is presently being operated, free of any reportable exceptions or other notations of record. Each Vessel is afloat and in satisfactory operating condition for use in the operations for which it is intended to be used. Each of the Vessels have been maintained by Seller in conformity with its customary past practices and industry standards for vessels of such type and Seller has delivered to Buyer complete and accurate copies of the maintenance logs for

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each of the Vessels. Each of the Vessels is in the same condition it was in on the date each such Vessel was surveyed and inspected by Buyer’s representatives, normal wear and tear excepted. Except as disclosed on Schedule 3.7(b) , each Vessel has all of the equipment necessary to operate the Vessel as currently operated.

3.8 Compliance with Laws . Except with respect to Environmental Laws, which are addressed exclusively in Section 3.11 , Seller is, and at all times since July 31, 2003, has been, in full compliance in all material respects with all Laws and Orders that are or were applicable to it, its Business or the Purchased Assets. To Seller’s Knowledge, no event has occurred or circumstances exist that (with or without notice or the lapse of time) may constitute or result in a material violation by Seller of any Law or Order applicable to it, its Business or the Purchased Assets. Seller has not received, at any time since July 31, 2003, any notice or other communication, written or otherwise, from any Governmental Authority or any other Person regarding any actual, alleged or potential violation, or failure to comply with, any Law or Order applicable to it, its Business or the Purchased Assets.

3.9 Taxes . Except as set forth on Schedule 3.9 , Seller has duly and timely prepared and filed with the appropriate Governmental Authorities all returns, reports, information returns or other documents filed or required to be filed with such Governmental Authorities on or before the Closing Date with respect to Taxes and has paid or will timely pay any Taxes (whether or not shown on any documents filed with Governmental Authorities) other than Transfer Taxes as defined in Section 5.6 or other amounts due in respect thereof.

3.10 Labor; Employees .

(a) As of the Closing Date, Schedule 3.10(a) lists all employees working on the Vessels (the " Vessel Crew "), their job title, their date of hiring or engagement, their date of commencement of employment or engagement, their current rate of pay and any and all commissions, bonuses, benefits or other compensation arrangements between Seller and each of such employees.

(b) As of the Closing Date, Schedule 3.10(b) lists all employees directly employed by Seller in the Business (the " Direct Employees ", and together with Seller’s temporary and third-party supplied labor, the " Business Personnel "), their job title, their date of hiring or engagement, their date of commencement of employment or engagement, their current rate of pay and any and all commissions, bonuses, benefits or other compensation arrangements between Seller and each of such employees.

(c) Schedule 3.10(c) lists each collective bargaining unit and Seller’s Business Personnel who are subject to such collective bargaining unit. To Seller’s Knowledge except as disclosed on Schedule 3.10(c) , there are no other threatened or contemplated union actions or disputes or any other attempts to organize for collective bargaining purposes any of the Business Personnel. Employment by the Buyer of the Direct Employees will not trigger any bonus, severance or acceleration of any benefits under contract or applicable law or otherwise.

(d) There are no Liabilities under any of Seller’s Plans that would subject Buyer or the Vessels to any taxes, penalties or other Liabilities.

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3.11 Environmental, Health and Safety Compliance . Except as described in Schedule 3.11 and except where the failure of any of the following statements to be true would not reasonably be expected to result in a Material Adverse Effect:

(a) Seller is and since July 31, 2003 has been in compliance with all Environmental Laws with respect to the Vessels, the Warri Facility and its Business, including Laws regarding safety and health standards; removal, shipping, dislodging, cutting, drilling or other disturbance of asbestos-containing materials; and the disposal of any asbestos or asbestos-containing products or materials;

(b) to Seller’s Knowledge, neither Seller, the Vessels, the Business nor the Warri Facility are subject to any remedial obligations under any Environmental Laws;

(c) to Seller’s Knowledge, Seller has obtained or filed and is in compliance with all notices, permits, or similar authorizations, if any, required to be obtained or filed under any Environmental Law in connection with the current operation of the Vessels, the Business or the Warri Facility;

(d) to Seller’s Knowledge, there are no past, pending or threatened investigations, proceedings or claims against Seller, the Vessels, the Business or the Warri Facility relating to the presence, release or remediation of any Hazardous Material related to the Vessels, the Business or the Warri Facility or for non-compliance with any Environmental Law related to the Vessels, the Business or the Warri Facility;

(e) to Seller’s Knowledge, there are no conditions or circumstances which exist or have existed with respect to Seller, the Vessels, the Business or the Warri Facility for non-compliance with any Environmental Law related to the Vessels, the Business or the Warri Facility;

(f) to Seller’s Knowledge, there are no conditions or circumstances which exist with respect to Seller, the Vessels, the Business or the Warri Facility, including the offsite disposal of Hazardous Materials, that could impose any Liability on Buyer with respect to any Environmental Law; and

(g) Seller has not (i) received any written notice of noncompliance with, violation of, or Liability or potential Liability under any Environmental Laws related to the Vessels, the Business or the Warri Facility nor (ii) entered into any consent decree, order or other similar agreement related to the Vessels, the Business or the Warri Facility.

3.12 Litigation . Except as described in Schedule 3.12 , there is no litigation or proceeding (including any condemnation proceeding) affecting or relating to the Purchased Assets pending (with service or other written notice having been made or otherwise delivered to or received on behalf of Seller) or, to the Knowledge of Seller, threatened. There is no claim or governmental investigation affecting or relating to the Purchased Assets pending or, to the Knowledge of Seller, threatened.

3.13 Improper Payments; Export Control Matters . To the Knowledge of Seller, Seller and its representatives have not, directly or indirectly, in connection with the Business made or

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agreed to make any payments, gifts or contributions to any Person connected with or related to any Governmental Authority, except payments, gifts or contributions required or allowed by applicable Law. Seller’s internal controls and procedures are sufficient to cause Seller to comply in all material respects with the Foreign Corrupt Practices Act of 1977 in operating the Business. Seller’s operations with respect to the Business have at all times been in compliance in all material respects with all Laws and Orders relating to export control and trade embargoes.

3.14 Warri Facility . Schedule 3.14 contains an accurate description (by location, name of lessor, date of Lease and term expiry date) of Seller’s Warri Facility and a true and correct legal description of the real property underlying the Warri Facility (the " Real Property "). Use of the Real Property for the various purposes for which it is presently being used is permitted in all material respects as of right under all applicable legal requirements. Except as described in Schedule 3.11 , the Warri Facility is in compliance in all material respects with all applicable legal requirements and is in good repair and in good condition, ordinary wear and tear excepted. The lease for the Warri Facility (the " Warri Lease ") is in full force and effect and Seller is not in default or breach of any of its obligations under the Warri Lease and has not repudiated any material provision of the Warri Lease. Except as set forth in Schedule 3.14 , no part of the Warri Facility encroaches in any material respect on any real property not included in the Real Property, and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach in any material respect on any part of the Real Property.

3.15 Agency and Marketing Agreements . Schedule 3.15 lists a complete list of all agency, representation and marketing agreements that relate to the Business.

3.16 Meridien Management Agreements . To the Knowledge of Seller, none of the other parties to the Meridien Management Agreements are in breach or default of such party’s obligations thereunder and no event has occurred which with notice or lapse of time would constitute a breach or default of any obligation of the other parties thereto. To Seller’s Knowledge, no conditions or circumstances exist which could reasonably be expected to impair Seller’s ability to assign the Meridien Management Agreements to Buyer as contemplated by this Agreement. With respect to the Meridien Management Agreements, there is no inaccuracy in any representation or warranty contained in Section 3.6 hereof.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1 Entity Status . Buyer is a limited company duly created, formed or organized, validly existing and in good standing under the Laws of the Cayman Islands. There is no pending or, to the Knowledge of Buyer, threatened, action for the dissolution, liquidation, insolvency or rehabilitation of Buyer. Buyer is duly authorized, qualified or licensed to do business as a foreign entity and is in good standing in Nigeria.

4.2 Power and Authority; Enforceability . Buyer has the power and authority to execute and deliver each Transaction Document to which it is party, and to perform and

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consummate the transactions contemplated thereby. Buyer has taken all action necessary to authorize the execution and delivery of each Transaction Document to which it is party. Each Transaction Document to which Buyer is party has been or will be duly authorized, executed and delivered by, and is or will be enforceable against, Buyer, except as such enforceability may be subject to the effects of bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the rights of creditors and general principles of equity.

4.3 No Violation . The execution and delivery of the Transaction Documents to which Buyer is party and the performance and consummation of the transactions contemplated thereby by Buyer will not (a) breach in any material respect any Law or Order to which Buyer is subject or any provision of its organizational documents, (b) breach in any material respect any contract, Order or Permit to which Buyer is a party or by which it is bound or to which any of its assets is subject or (c) require the giving of notice to, or the consent of, any Person, other than notice to Buyer’s lenders, if required.

4.4 Brokers’ Fees . Buyer has no Liability to pay any compensation to any broker, finder or agent with respect to the transactions contemplated hereby for which Seller could become liable.

ARTICLE V

PRE-CLOSING COVENANTS

The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing Date, except as otherwise expressly provided in this Article V:

5.1 General . Each Party will use commercially reasonable efforts to take all actions and to do all things necessary, proper or advisable to consummate, make effective and comply with all of the terms of this Agreement and the transactions contemplated hereby (including satisfaction, but not waiver, of the Closing conditions set forth in Article VII).

5.2 Operation of Business Pending Closing . Seller will not engage in any practice, take any action or enter into any transaction outside the ordinary course of the Business and will continue to operate the Purchased Assets in a manner consistent with the past practices of the business, including maintenance and repair of the Vessels and related equipment. Without limiting the foregoing:

(a) other than a forced sale because of a Total Loss, Seller will not sell, transfer or assign any of the Purchased Assets or agree to sell, transfer or assign any of the Purchased Assets, other than inventory used in the ordinary course of business;

(b) Seller will not impose or permit to be imposed any Encumbrance upon any of the Purchased Assets;

(c) Seller will keep in full force and effect the currently existing insurance coverage on the Purchased Assets;

(d) Seller will not enter into any contract or charter (or similar arrangement) with a term greater than 30 days with respect to the Vessels without the prior consent of Buyer;

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(e) Seller will inform Buyer as promptly as practicable of the occurrence of any destruction, material damage or material loss of any Purchased Asset;

(f) Seller will perform in all material respects its obligations under all agreements that are related to any of the Purchased Assets;

(g) Seller will continue to purchase supplies and similar items in the ordinary course of business, and will continue to replenish inventory and spare parts on the Vessels in accordance with past practices;

(h) Seller will continue to maintain and operate the Vessels in conformity with the past practices of Seller; and

(i) Seller will use commercially reasonable efforts to keep intact the relationships of the Business with its licensors, suppliers, customers and employees.

5.3 Full Access . Seller will permit representatives of Buyer to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of Seller, to all Vessels, premises, properties, personnel, books, records and documents related to the ownership or operation of the Purchased Assets and the Business (but excluding any such books, records and documents relating exclusively to the businesses of Seller other than the Business), and will furnish copies of all such books, records and documents as Buyer may reasonably request; provided, however, that Seller shall not be obligated to provide Buyer with access to any books and records regarding Seller’s employees if providing such records would be prohibited by applicable Laws. Seller shall also arrange with Meridien for Buyer to have full access at all reasonable times to the vessels and related assets that are the subject of the Meridien Management Agreements. The foregoing provisions on access shall apply from the date hereof until the Closing or earlier termination of this Agreement.

5.4 Publicity; Confidentiality . The Parties shall consult with each other prior to issuing any press release or any written public statement with respect to this Agreement or the transactions contemplated hereby, and shall not issue any such press release or written public statement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Except as may be required by Law or as otherwise expressly contemplated herein, neither Buyer nor its employees, agents or representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any Confidential Information without the prior written consent of Seller; provided, however, that Buyer may disclose any such Confidential Information as follows: (a) to Buyer’s employees, lenders, counsel or accountants who have agreed to be subject to the requirements of this Section 5.4 , (b) to comply with any applicable Law or Order, provided that prior to making any such disclosure, Buyer notifies Seller of any action or proceeding of which it is aware that may result in disclosure and uses its commercially reasonable efforts to limit or prevent such disclosure or (c) to comply with Buyer’s requirements under the Securities Act of 1933, as amended (the " Securities Act "), and the Securities Exchange Act of 1934, as amended (the " Exchange Act ").

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5.5 Taxes; Duties and Customs .

(a) Any transfer taxes, stamp taxes, recording, registration, sales and use taxes, value added taxes or any similar taxes relating to the sale or purchase of the Purchased Assets hereunder and for any related interest and penalties (and including any attorneys’ or accountants’ fees associated with contesting such tax upon written agreement of the Parties) (collectively, " Transfer Taxes ") that are imposed by any Governmental Authority, including by the country of Nigeria or any Governmental Authority within Nigeria, shall be paid and apportioned equally among Buyer and Seller. Buyer or Seller, as appropriate, shall (i) comply with any laws or rules of any Governmental Authority relating to such Transfer Taxes; (ii) duly and timely prepare and file any documents required to be filed by any Governmental Authority relating to such Transfer Taxes and provide complete and true copies of such documents to the other party; and (iii) properly withhold and remit to a Governmental Authority any amounts of such Transfer Taxes subject to withholding. The Parties shall use commercially reasonable efforts to minimize the amounts of Transfer Taxes to the extent reasonably practicable. Seller shall bear all taxes (i) that relate to the ownership, operation or storage of the Vessels and other Purchased Assets prior to and through the Effective Time and (ii) all income, capital gains or similar taxes that are assessed on account of, or arise as a result of, the transactions contemplated by this Agreement. Buyer shall bear all taxes that relate to the ownership, operation or storage of the Vessels and the other Purchased Assets after the Effective Time.

(b) Seller and Buyer agree to cooperate with each other in order to reduce any customs or import duties or similar charges assessed or assessable against either Seller or Buyer in connection with the sale or purchase of the Purchased Assets hereunder; including, without limitation, transferring title to the Vessels in mutually acceptable locations in international waters on the Closing Date.

5.6 Employee Matters . Except as contemplated in Sections 6.9 , 6.10 and 6.11 :

(a) Immediately prior to the Effective Time, Seller shall terminate all the Business Personnel, and the Buyer shall offer to hire or otherwise offer to contract for or engage all of Seller’s Business Personnel on terms and conditions that are substantially similar in the aggregate to those in effect for Buyer’s similarly situated employees. Buyer agrees to employ all Business Personnel who accept an offer of employment from Buyer for a period of 12 months from the Effective Time, except in the case of a Force Majeure Event or documented employee misconduct in violation of the codes of conduct of Buyer applicable to all Buyer’s employees in Nigeria and applied consistent with past practice. Seller shall pay in full all compensation, bonuses, accrued severance and other payments that may result from the termination of employment by Seller of any Business Personnel and any compensation (including accrued vacation) due such employees up to and including the Effective Time. Upon request of Buyer and subject to applicable Law, Seller shall provide Buyer access to, and provide data regarding, employment information concerning the Direct Employees, including, without limitation, personnel files, records, agreements, contracts and policies as Buyer may reasonably request. Buyer shall not assume any severance or other similar obligations of Seller related to the termination of employment of any of the Business Personnel. Seller shall pay any severance and other obligations without regard to whether any of the Business Personnel accepts or declines Buyer’s offer of employment.

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(b) Buyer shall not assume any Plan, program, policy, practice or arrangement of Seller. Seller shall have no responsibility for, and Buyer shall be responsible for and shall indemnify Seller for, any and all Liabilities, obligations and claims of any kind arising out of employment of the Direct Employees by Buyer after the Effective Time. Buyer shall have no responsibility for, and Seller shall be responsible for and shall indemnify Buyer for, any and all Liabilities, obligations and claims of any kind arising out of employment of any Business Personnel by Seller before the Effective Time, arising from or related to the termination of employment of any Business Personnel by Seller, including any severance or other similar obligations (the " Employee Liabilities "). Buyer shall not be deemed to be a successor employer to Seller with respect to any employee benefit plans or programs of Seller, and no plan or program adopted or maintained by Buyer after the Closing Date is or shall be deemed to be a " successor plan, " as such term is defined in Employee Retirement Income Security Act or the Code, of any such plan or benefit program of Seller.

(c) Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement shall cause duplicate benefits to be paid or provided to or with respect to the Direct Employees under any employee benefit policies, Plans, arrangements, programs, practices, or agreements of Seller or Buyer.

5.7 Release of Vessels from Mortgages .

(a) On or before the Closing Date, Seller shall cause the Vessels and the Warri Facility to be released from any mortgages or other Encumbrances encumbering them and shall deliver Transcripts of Registry dated on the Closing Date showing the Vessels to be free of Encumbrances.

(b) Seller shall be solely responsible for the payment of any release fees, recording fees or other costs associated with such releases.

5.8 Continued Use of Warri Facility . During the remaining term of the Warri Lease Agreement, Buyer agrees to maintain and utilize the Warri Facility in a similar or more extensive manner than such facility was utilized by Seller during the six month time period immediately prior to the Effective Time; provided, however, that Buyer shall not be required to maintain and utilize the Warri Facility during the remaining term of the Warri Lease Agreement if an event occurs that results in Unreasonable Interference with Buyer’s use of the Warri Facility. In the event Seller acquires any interest in the Warri Facility as a result of any of the matters specified on Schedule 3.12 , Seller shall not cause any Unreasonable Interference with Buyer’s use of the Warri Facility as a result of Seller’s acquisition of such interest in the Warri Facility.

ARTICLE VI

POST-CLOSING COVENANTS; ADDITIONAL COVENANTS

6.1 Further Assurances . In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each Party will take such further action (including, but not limited to, the execution and delivery of such further instruments and documents or the delivery of such further information or consents) as the other Party reasonably may request, all at the requesting Party’s sole cost and expense.

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6.2 Litigation Support . So long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against any Person other than the other Party in connection with (a) the transactions contemplated by this Agreement, (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving any of the Purchased Assets or Assigned Contracts or (c) in the case of Seller and at times reasonably acceptable to Buyer with advance notice, any other matter in which any of the Direct Employees is needed to testify or provide evidence or support with respect to, the other Party will cooperate with such Party and such Party’s counsel in the contest or defense, make available their personnel and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, at the sole cost and expense of the contesting or defending Party.

6.3 Tax Matters . After the Closing, the Parties will cooperate fully with each other, on a commercially reasonable basis, in connection with the preparation, signing and filing of tax returns and in any administrative, judicial or other proceeding involving taxes relating to the Purchased Assets, including the furnishing or making available of records, books of account or other materials.

6.4 Removal of Marks . As soon as reasonably practicable following the Closing, but in any event within 60 days after the Closing Date, Buyer shall remove, or cause to be removed, from all Purchased Assets any markings bearing Seller’s name (including any variations or derivations thereof) or any trademarks, trade names or logos of Seller.

6.5 Handling of Cash and Other Payments . Seller shall promptly deliver to Buyer any cash, checks or other instruments of payment received by Seller after the Effective Time in respect of the Purchased Assets or Assigned Contracts relating to periods after the Effective Time. Likewise, Buyer shall promptly deliver to Seller any cash, checks or other instruments of payment received by Buyer after the Effective Time in respect of the Purchased Assets or Assigned Contracts relating to periods before the Effective Time. If a payment is received by a Party for services or products provided by the Vessels both prior to and after the Effective Time and there is no clear delineation of the amounts attributed to the periods preceding and following the Effective Time, then the Parties shall use reasonable proration techniques to allocate such amounts in a manner such that Seller will receive amounts attributable to the operation of the Vessels prior to the Effective Time and Buyer will receive amounts attributable to the operation of the Vessels after the Effective Time.

6.6 Agreement Not to Compete . Seller agrees that, except as contemplated by this Agreement and the Preferred Provider Agreement, during the two-year period following the date of the Closing, Seller and its affiliates will not compete with Buyer by engaging, directly or indirectly, in the business of providing lift boat services to the offshore oil drilling industry in the waters offshore of West Africa (the " Competitive Business "). Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Agreement, Seller and/or any affiliate or Seller and/or any successor, assignee or transferee thereof shall have the right to acquire, merge

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with, or acquire all or a portion of the equity interests in, or assets of, any one or more entities whose primary business is not the Competitive Business. Any violation of this Agreement will entitle Buyer to the right to proceed against Seller in a court for injunctive relief and/or monetary damages. The Parties hereby agree to the exclusive jurisdiction of the federal and state courts of Harris County, Texas for any such proceeding.

6.7 Access . From the date hereof, until the eighth anniversary of the Closing, Seller shall provide full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of Seller, to all accounting and audit records, accounting personnel and any independent accounting firms having performed audit functions for Seller, so that Buyer can prepare any financial statements relating to the Purchased Assets required by the Securities and Exchange Commission to be filed in any filings of Buyer under the Securities Act and the Exchange Act.

6.8 Environmental Remediation by Seller .

(a) Seller shall conduct, at Seller’s sole cost, risk and expense, all such investigative, remedial or other activities (" Environmental Activities ") on each environmental condition identified on Schedule 6.8 and all environmental conditions discovered by Seller in the course of the Environmental Activities (solely to the extent arising out of Seller’s ownership or operation of the Purchased Assets prior to the Effective Time, the " Environmental Conditions ") as may be necessary to bring each Environmental Condition into compliance with Environmental Laws as those Laws exist at Closing (irrespective of the enforcement practices of the appropriate Nigerian Governmental Authorities with respect to such Laws). Buyer shall be responsible for any additional Environmental Activities required by standards imposed by a Governmental Authority that become applicable after Closing. Buyer shall reasonably cooperate (without incurring any costs) with Seller as Seller conducts any Environmental Activities and shall use its commercially reasonable efforts to reasonably accommodate the Environmental Activities. Seller shall give Buyer reasonable notice before initiating any Environmental Activities, shall keep the Buyer informed of the nature, kind, scope, proposed timing, duration and results of the Environmental Activities and shall share with the Buyer all information regarding the Environmental Activities and Environmental Conditions as may be reasonably requested by Buyer.

(b) Seller shall, with reasonable care and consistent with sound investigation and remediation practices, undertake any Environmental Activities it conducts in accordance with Section 6.8(a) in a manner that will not result in Unreasonable Interference with Buyer’s use of the Warri Facility for the operation of the Business consistent with past practice.

(c) Seller shall have the right to control any Environmental Activities it undertakes, and Seller shall have the right, with Buyer’s approval, which approval shall not be unreasonably withheld, to select an appropriate cleanup standard for any Environmental Condition in accordance with Environmental Laws, including cleanup standards applicable to industrial properties. Buyer acknowledges that Environmental Activities that may be undertaken by Seller include, without limitation, sampling and excavating soil and the sampling, operation and maintenance of groundwater monitoring and recovery wells, associated piping, groundwater pumping and treatment equipment, and other facilities and equipment. Buyer shall, without further compensation, cost or fees, grant and provide all necessary access reasonably required by Seller to enter the Warri Facility to undertake Environmental Activities. Buyer acknowledges

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that Environmental Activities conducted to remedy any Environmental Conditions may involve the filing of land use and deed restrictions, institutional and engineering controls, groundwater use restrictions, and access and easement rights, and restrictive covenants (including, but not limited to, a prohibition against installation of water wells on the Warri Facility). No such land and deed restriction, institutional and engineering controls, access and easement rights, or restrictive covenants shall result in Unreasonable Interference with the ability to use the Warri Facility to operate the Business consistent with past practice. Buyer shall cooperate with Seller in obtaining and maintaining any necessary documents, permits or deed conditions, and Buyer shall not take any action in contravention of such land use, deed restrictions and other requirements. To the extent such matters are within Buyer’s control, Buyer shall not use the Warri Facility, or permit the Warri Facility to be used, for residential, health care, childcare or school purposes unless such properties are used for such purposes as of the Closing Date. The provisions of this Section 6.8(c) shall not limit the obligations of Seller specified in Sections 6.8(a) and (b) .

(d) All Environmental Activities conducted by Seller or any of its agents, consultants, employees and contractors shall be conducted in a workmanlike manner, and Buyer’s property shall be kept free of all debris related to the Environmental Activities to the extent reasonably practicable. If any portion of Buyer’s property suffers damage by reason of the access of Seller to the Warri Facility, Seller shall, at its cost and expense, repair all such damage or replace any damaged portion of Buyer’s property to its condition prior to the occurrence of such damage.

6.9 Unassigned Contracts . Notwithstanding any other provision hereof, this Agreement shall not constitute nor require an assignment to Buyer of any contract if an attempted assignment of such contract without the consent of any party would constitute a breach thereof or a violation of any Law or any Order, rule or regulation of any Governmental Authority or court unless and until such consent shall have been obtained. In the case of any contract that cannot be effectively transferred to Buyer without such consent, Seller agrees that it will promptly use commercially reasonable efforts to obtain or cause to be obtained the necessary consents to the transfer of such contracts. Buyer agrees to cooperate with Seller in obtaining such consents and to enter into such arrangement of assumption as may be reasonably requested by the other contracting party under such contract, to the extent not inconsistent with the terms of this Agreement; provided, however, that in no event shall Buyer be required to pay any fees or other compensation in connection with obtaining such consents. To the extent that consent to assign any Assigned Contract is not obtained prior to Closing (an " Unassigned Contract "), the parties will cooperate as set forth in Section 6.11 to provide Buyer all of the economic and other benefits of such Unassigned Contracts that Buyer is denied or deprived as a result of the failure to assign such Unassigned Contract at Closing. Once consent for the assignment of such Unassigned Contract is obtained, Seller shall assign such Unassigned Contract to Buyer. The arrangement described in this Section 6.9 shall terminate on the earlier of the date on which (i) consent to the assignment of the Unassigned Contract is obtained, (ii) Buyer consummates other arrangements with the party or parties under such Unassigned Contract providing for Buyer’s provision of services to such party or parties and the complete release of Seller for the future provision of services to such party or parties or (iii) such Unassigned Contract terminates. Notwithstanding the foregoing, Buyer shall indemnify Seller from any and all Liabilities arising out of or resulting from Seller’s performance of all obligations under any Unassigned Contract

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and Seller shall not have any obligation to compensate Buyer for the value, if any, of the benefit it fails to receive as a result of an Unassigned Contract not being assigned at Closing as long as Seller uses its commercially reasonable efforts to comply with this Section.

6.10 Subcontracting of Subcontracted Contracts . At Closing, Seller and Buyer (or their respective affiliates) shall enter into a Subcontract Agreement, in the form of Exhibit 6.10 (with such minor modifications as are needed to tailor such form to the contract being subcontracted and to include the bifurcated payments mechanics for West Africa), with respect to each of the Subcontracted Contracts listed on Schedule 6.10 ; provided that the parties or their affiliates shall not enter into a Subcontract Agreement at Closing with respect to any Subcontracted Contracts if an attempted subcontracting of such contract without the consent of any party would constitute a breach thereof or a violation of any Law or any Order, rule or regulation of any Governmental Authority or court unless and until such consent shall have been obtained. In the case of any contract that cannot be effectively subcontracted to Buyer without such consent, Seller agrees that it will promptly use commercially reasonable efforts to obtain or cause to be obtained the necessary consents to the subcontracting of such contracts. Buyer agrees to cooperate with Seller in obtaining such consents and to enter into such arrangement of assumption as may be reasonably requested by the other contracting party under such contract, to the extent not inconsistent with the terms of this Agreement; provided, however, that in no event shall Buyer be required to pay any fees or other compensation in connection with obtaining such consents. To the extent that consent to subcontract any Subcontracted Contract is not obtained prior to Closing (a " Non-Subcontracted Contract "), the parties will cooperate as set forth in Section 6.11 to provide Buyer all of the economic and other benefits of such Subcontracted Contracts that Buyer is denied or deprived as a result of the failure to enter into a Subcontract Agreement at Closing. Once consent for the assignment of such Non-Subcontracted Contract is obtained, Seller shall subcontract such Non-Subcontracted Contract to Buyer. The arrangement described in this Section 6.10 shall terminate on the earlier of the date on which (i) consent to the subcontracting of the Non-Subcontracted Contract is obtained, (ii) Buyer consummates other arrangements with the party or parties under such Non-Subcontracted Contract providing for Buyer’s provision of services to such party or parties and the complete release of Seller for the future provision of services to such party or parties or (iii) such Non-Subcontracted Contract terminates. Notwithstanding the foregoing, Buyer shall indemnify Seller from any and all Liabilities arising out of or resulting from Seller’s performance of all obligations under any Non-Subcontracted Contract and Seller shall not have any obligation to compensate Buyer for the value, if any, of the benefit it fails to receive as a result of a Subcontract Agreement not being entered into at Closing with respect to such Non-Subcontracted Contracts as long as Seller uses its commercially reasonable efforts to comply with this Section.

6.11 Cooperation After Closing .

(a) Generally . The parties acknowledge that certain consents to assign the Unassigned Contracts or subcontract the Non-Subcontracted Contracts may not be obtained at Closing. Accordingly, Buyer may not be able to perform the Unassigned Contracts or Non-Subcontracted Contracts at Closing. Nevertheless, the parties desire to consummate the transactions contemplated hereby even though all of the consents necessary to assign the Unassigned Contracts or subcontract the Non-Subcontracted Contracts may not have been obtained. As described in greater detail in the remaining provisions of this Section 6.11 and

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subject to such remaining terms, even though Buyer shall deliver the Purchase Price to Seller as of the Closing Date, Seller shall continue to operate a portion of the Purchased Assets for the sole benefit of Buyer until such time as Buyer or its affiliates are able to operate the Purchased Assets or such earlier time set forth below in this Section 6.11. Buyer acknowledges and agrees that Seller is continuing to operate a portion of the Purchased Assets for the sole benefit of Buyer as an accommodation to Buyer until each of the Non-Subcontracted Contracts is subcontracted and each of the Unassigned Contracts is assigned in accordance with the terms of this Section 6.11 and that Buyer bears the risk of ownership of the Purchased Assets and the results of operations of the Purchased Assets.

(b) Unassigned and Non-Subcontracted Contracts . As long as any Unassigned Contract is not assigned or any Non-Subcontracted Contract is not subcontracted, Seller shall perform, or cause its affiliates to perform, all of its obligations (or those of its affiliates) involving SEWOP Services under each Unassigned Contracts and Non-Subcontracted Contracts in accordance with the terms of such contract.

(c) Operation of Purchased Assets . Buyer shall make available to Seller the Purchased Assets necessary to perform any Unassigned or Non-Subcontracted Contract that has not been assigned or subcontracted. Seller shall use and operate such Purchased Assets made available to it by Buyer to continue to fulfill Seller’s or Seller’s affiliates’ obligations under each Unassigned Contract and Non-Subcontracted Contract that is not assigned or subcontracted involving SEWOP Services. Seller shall use, operate, maintain and safeguard such Purchased Assets consistent in all material respects with the manner Seller used, operated, maintained and safeguarded such Purchased Assets prior to Closing (including the consumption of supplies constituting Inventories in the ordinary course of business and consistent with past practice); provided, Seller shall not be required to insure such Purchased Assets as insurance will be obtained by Buyer. Without limiting the foregoing, Seller shall operate such Purchased Assets in a manner intended to maintain good and continuing relationships with the customers, suppliers and vendors affected by the operation of such Purchased Assets. In connection with Seller’s operation of such Purchased Assets pursuant to this Section 6.11, Seller and Seller’s affiliates shall have control over such operations and shall operate such Purchased Assets in their reasonable discretion; provided, Seller and its affiliates will, at the request and expense and under the direction of Buyer and its affiliates, take all such actions and do all such things as shall, in the opinion of Buyer and its affiliates acting reasonably, be necessary or desirable in order that such Purchased Assets be operated in a manner such that the value of such Purchased Assets shall be preserved and shall inure to the benefit of the Buyer and its affiliates.

(d) Employees . Buyer shall make such employees available to Seller and Seller’s affiliates, and Seller and Seller’s affiliates shall accept the services of such employees, to the extent necessary and for the sole purpose of enabling Seller to fulfill its obligations as required under Sections 6.11(b) and 6.11(c). During the period that Buyer makes its employees available to Seller under this Section 6.11(d), Seller shall have sole supervisory responsibility of and operational control over such individuals. All employees utilized by Seller and its affiliates to operate the Purchased Assets as required under Sections 6.11(b) and 6.11(c) shall wear Seller’s uniforms and otherwise appear as part of Seller’s continuous work force.

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(e) Revenues; Receivables; Payments .

• • • (i) As Buyer shall have paid the full amount of the Purchase Price at Closing for the Purchased Assets, all revenue arising from Seller’s operation of the Purchased Assets after the Closing Date and Seller’s performance of any Unassigned Contracts and Non-Subcontracted Contracts that have not been assigned or subcontracted after the Closing Date shall be for the sole account of Buyer, and all proceeds collected by Seller or any affiliate, employee, agent or representative thereof after the Closing Date shall be held in trust for Buyer (and therefore shall not be considered property of Seller or its affiliates for any reason) and, subject to the offset rights granted Seller in Section 6.11(f), shall be remitted to Buyer in accordance with the remaining terms of this Section 6.11(e).

      (ii) Within 20 days after the end of each calendar month in which Seller collects any amounts with respect to any Unassigned Contracts and Non-Subcontracted Contracts that have not been assigned or subcontracted, Seller shall remit payment to Buyer in an amount equal to all amounts that have been collected with respect to such Unassigned Contracts and Non-Subcontracted Contracts less the amount of Buyer’s expense reimbursement obligation for such month determined in accordance with Section 6.11. Contemporaneous with each remittance by Seller to Buyer under this Section 6.11(e), Seller shall deliver to Buyer a statement certifying the amount of collections received by Seller or its affiliates during such calendar month and setting forth, in reasonable detail, the estimated expense reimbursement amount for the period ending on such calendar month-end for which Buyer is responsible under Section 6.11(f)(i). To the extent Buyer’s expense reimbursement amount for any month exceeds the amounts Seller has collected with respect to any Unassigned Contracts and Non-Subcontracted Contracts that have not been assigned or subcontracted for that month, Buyer shall pay the amount of such excess to Seller on or before the tenth day after Buyer receives such invoice.

(f) Expense Reimbursement; Offset Rights; Audit Rights.

• • • (i) Buyer shall reimburse Seller for all costs and expenses incurred by Seller and its affiliates from and after the Closing Date in the operation of the Purchased Assets to perform the Unassigned Contracts and Non-Subcontracted Contracts that have not been assigned or subcontracted.

      (ii) Seller shall be entitled to offset any amount owed to Seller by Buyer under Section 6.11(f)(i) against any amount Seller is then required to remit to Buyer under Section 6.11(e)(ii).

      (iii) Buyer’s expense reimbursement obligations shall be administered as follows: for each calendar month during which Seller operates any Purchased Assets pursuant to this Section 6.11 (such period being referred to as such country’s " Interim Operating Period "), Seller shall estimate and invoice Buyer for the expense reimbursement amount that Buyer will be required to pay Seller under this paragraph. With respect to the invoice for each following calendar month of each Interim Operating Period and on or before the last day of the

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• • • calendar month following the end of each Interim Operating Period, Seller shall compute the actual amount due under this paragraph with respect to the preceding calendar month of such Interim Operating Period, and shall reconcile such actual amount to the estimated amount Seller invoiced to Buyer, and Seller shall adjust the invoice and the offset on such date based upon such reconciliation.

      (iv) In addition to the expense reimbursement items described in Section 6.11(f)(iii), Seller will charge Buyer the following fees: (A) for the first month after the Closing Date, an amount equal to 1% of the gross revenue arising from the performance of the Unassigned Contracts and Non-Subcontracted Contracts that have not been assigned or subcontracted by Seller and its affiliates for Buyer’s benefit during such month and (B) for each calendar month that begins after the first month described in the preceding clause (A) until such time as all the Unassigned Contracts and Non-Subcontracted Contracts have been assigned or subcontracted, an amount equal to 1% of the gross revenue arising from the performance of the Unassigned Contracts and Non-Subcontracted Contracts that have not been assigned or subcontracted by Seller and its affiliates for Buyer’s benefit during such period.

      (v) At such times as Buyer reasonably requests, Seller will give Buyer and its representatives access to such books and records of Seller and its affiliates that Buyer reasonably requests in order to verify the accuracy of the revenue and expense reimbursement items described in this Section 6.11. Seller will cooperate in all commercially reasonable respects with Buyer’s efforts to verify such revenues and expense reimbursement items.

(g) With respect to Seller’s and its affiliates’ operation of the Purchased Assets to perform any Unassigned Contracts and Non-Subcontracted Contracts that have not been assigned or subcontracted, Seller agrees that Seller will comply, and will cause Seller’s affiliates to comply, in all material respects with all applicable Laws of Governmental Entities with which compliance is required in connection with the use or operation of the Purchased Assets to perform such Unassigned Contracts and Non-Subcontracted Contracts.

(h) Seller’s obligations with respect to operating a portion of the Purchased Assets after Closing are limited to the foregoing provisions of this Section 6.11. Other than performing such obligations, Seller shall not have any obligation to compensate Buyer or Buyer’s affiliates for the value, if any, of the benefit Buyer fails to receive, and Seller and its affiliates shall have no responsibility, and Buyer and its affiliates shall assume all risks, for the short-term and the long-term performance of the Unassigned Contracts and Non-Subcontracted Contracts that have not been assigned or subcontracted.

(i) Meridien Management Agreements. Upon Closing, Seller waives all rights of reassignment it has pursuant to the Meridien Management Agreements and agrees to consent in writing to further assignments of any Meridien Management Agreement by Buyer provided that all other requirements of such Meridien Management Agreement applicable to an assignment by Charterer (as defined therein) have been complied with.

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ARTICLE VII

CLOSING CONDITIONS

7.1 Conditions Precedent to Obligation of Buyer . The obligations of Buyer with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver in writing on or prior to the Closing Date of all of the following conditions. Buyer shall have the right to waive any condition not so satisfied.

(a) Accuracy of Representations and Warranties. Each representation and warranty set forth in Article 3 must be accurate and complete in all material respects (except with respect to any provisions that include an express materiality qualification, which shall be accurate and complete in all respects) as of the Closing Date, as if made on the Closing Date, except that those representations and warranties which address matters as of a particular date only shall be required to be true and correct as of such date.

(b) Compliance with Obligations. Seller shall have performed and complied with all of its covenants set forth in this Agreement to be performed or complied with at or prior to Closing (singularly and in the aggregate) in all material respects.

(c) Consents. All necessary authorizations and/or consents, permits or approvals of and filings with any Governmental Authority relating to the consummation of the transactions contemplated herein shall h