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Drill Pipe Rental Agreement - Chiles Offshore Inc. and Hercules Offshore Corp.

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DRILL PIPE RENTAL AGREEMENT
                            ---------------------------

 
        THIS DRILL PIPE RENTAL AGREEMENT (this "Agreement") is entered into effective
the 25th day of February, 2002 (the "Effective Date"), by and between Chiles Offshore
Inc., a Delaware corporation ("Lessor"), and Hercules Offshore Corporation, a Texas
corporation ("Lessee").
 
                               TERMS AND CONDITIONS

 1.     DRILL PIPE. Lessor hereby rents to Lessee the drill pipe described on the
attached Exhibit A (the "Pipe").

 2.     TERM OF AGREEMENT. The "Term" of this Agreement shall begin when the Pipe
leaves the yard of Hadco Services, Inc. located at 3830 Pinhook, Broussard, Louisiana
70518 (the "Yard"), and continue until the first anniversary of the Effective Date.
Lessee shall pay Lessor the Rental (as defined below) throughout such twelve (12)
month Term whether or not Lessee uses or retains possession of the Pipe during all
of the Term.

 3.     RENTAL CHARGES.
 
        3.1. Rental Rate. Lessee will pay Lessor, and Lessor will accept as
        payment from Lessee, as rental for the Pipe, a Rental charge of Seven
        Hundred and No/100 Dollars ($700.00) per day (the "Rental") for each day
        during the Term, and for each day of any additional period after the Term
        up to and including the day on which (i) Lessee returns all of the Pipe
        F.O.B. the Yard or (ii) Lessor receives from Lessee the Purchase Price
        (as defined below) upon Lessee's timely exercise of the Purchase Option
        (as defined below), whichever occurs first.
 
        3.2. No Setoff. Lessee agrees to pay rent when due irrespective of any
        claims, demands, setoffs, actions, suits or proceedings that it may have
        or assert against Lessor or any supplier or manufacturer of Pipe or any
        portion thereof, or any one or more others.

 4.     TRANSPORTATION CHARGES. All transportation charges, including, without limitation,
transportation by truck, rail or vessel, and drayage charges shall be borne by Lessee
even though Lessor may arrange such transportation on behalf of Lessee.

 5.     WELL CONDITIONS. Well or other drilling conditions that prevent satisfactory
utilization of the Pipe do not relieve Lessee of its responsibility for Rental,
repair costs, and/or any other obligations assumed by Lessee.

 6.     TERMS OF PAYMENT. Lessor shall invoice Lessee during each month of the Term
for the Rental payable for such month. All Rental charges or other amounts payable
by Lessee hereunder shall be due and payable to Lessor at its address in Houston,
Texas within thirty (30) days following the date of the invoice from Lessor. Interest
may be charged by Lessor and be payable by Lessee at a rate of 1 1/2% per month
or at the maximum legal rate of interest, whichever is lower, on all amounts due
hereunder not paid within such thirty (30) day period. If

 

 the overdue account is placed in the hands of an attorney for collection or if
suit is filed to collect the account, or any part thereof, Lessee agrees to pay
all costs and a reasonable sum as attorney's fees in addition to the amount owing
on the account.

 7.     CONDITION AND RETURN OF PIPE.
 
        7.1. Lessee's Inspection. Lessee represents and warrants to Lessor that
        Lessee has inspected the Pipe and accepts the Pipe "AS IS, WHERE IS" with
        all faults and defects. Lessee warrants that the Pipe is in proper
        operating condition and that, as between Lessee and Lessor, the Pipe was
        delivered in premium condition. Lessee assumes all responsibility for the
        Pipe while out of the possession of Lessor and agrees to return the Pipe
        to Lessor in premium condition. Subject to Lessee acquiring the Pipe
        pursuant to the Purchase Option, Lessee shall return the Pipe to Lessor
        at the Yard at the end of the Term. Upon return of the Pipe to the Yard,
        Lessee shall pay for inspecting the Pipe to DSI, Category 5 standard by
        the operator of the Yard as directed by Lessor. Based on the results of
        such inspection, Lessee shall pay for any repairs or replacements
        required to place the Pipe in premium condition, as further described in
        Section 8 hereof.
 
        7.2. WARRANTY DISCLAIMER. LESSOR MAKES NO REPRESENTATION OR WARRANTY OF
        ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PIPE. LESSEE
        UNDERSTANDS AND AGREES THAT NO WARRANTY, INCLUDING ANY IMPLIED WARRANTY
        OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS GIVEN BY
        LESSOR OR TO BE IMPLIED WITH RESPECT TO THE CONDITION OF THE PIPE OR ITS
        UTILITY, SPECIFICATIONS, SUITABILITY, SALABILITY OR VALUE, OR WITH
        RESPECT TO ANY INFRINGEMENT CREATED BY ITS POSSESSION, OWNERSHIP OR USE.
        LESSOR SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, DIRECT,
        INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

 8.     DAMAGED OR LOST PIPE. All Pipe lost or damaged beyond repair, will be paid
for by the Lessee at the replacement value for new drill pipe inspected to DSI,
Category 5. In the event Lessee shall return the Pipe to the Lessor in a damaged
but repairable condition, Lessee shall promptly arrange and pay for all repairs
to such damaged Pipe. Notwithstanding the foregoing, Lessor shall have the option
to arrange and pay for all repairs necessary to restore the Pipe to its original
condition, and to charge Lessee for such expense. In the event Lessor arranges and
pays for the necessary repairs, Lessee agrees to pay Lessor for said repairs in
accordance with Section 6 hereof. Accrued Rental charges cannot be applied against
the Purchase Price or cost of repairs of such damaged or lost Pipe.

 9.     DEFAULT. If (i) Lessee breaches its obligation to pay Rental charges when
due, (ii) Lessee breaches any of the terms or conditions hereof, (iii) Lessee becomes
insolvent, bankrupt, its financial responsibility becomes impaired, (iv) the Pipe
or any part of it is abused or misused, or (v) Lessor deems itself insecure regarding
its right to the Rentals or the Pipe or regarding the performance by Lessee of its
obligations hereunder, then all Rental charges and/or repair charges and/or other
claims of indebtedness arising hereunder shall at the sole option of Lessor and
without notice be accelerated and becomes due and payable forthwith, and Lessee
authorizes Lessor to enter, with or without legal process, any premises where the
Pipe may be and take

 
                                        2

 

 possession thereof without being liable to any suit or action or proceeding by
Lessee. Upon Lessor's retaking possession of the Pipe, this Agreement shall terminate
but said termination shall be without prejudice to the right of Lessor to receive
all Rental payable during the twelve (12) month Term of this Agreement, any arrears
of Rental, if any, or for damages on account of any preceding breach or breaches
of the terms and conditions hereof.

 10.     LESSOR'S LIABILITY. All Pipe is used at the Lessee's sole risk and expense.
Lessee assumes and shall be solely responsible for the entire risk and each and
every cause or hazard of loss of any and all Pipe, whether caused by the manner
of the use of said Pipe or any defect in the materials (latent or patent), workmanship,
assembling or otherwise. Furthermore, Lessor shall not be liable for damages or
losses of any kind whatsoever, whether subsurface or not, to any person, form and/or
corporation occasioned by or related to the use of the Pipe, whether used or operated
by Lessee or its employees or whether resulting from the acts or omissions of any
of the Lessor Group.

 11.     PURCHASE OPTION. Lessee shall have an option to purchase the Pipe at the
end of the Term (the "Purchase Option"). Lessee may exercise the Purchase Option
by providing written notice to Lessor that Lessee is exercising the Purchase Option
at least thirty (30) days before the expiration of the Term. If Lessee timely exercises
the Purchase Option, Lessee shall pay to Lessor Two Hundred Four Thousand Five Hundred
and No/100 Dollars ($204,500.00) (the "Purchase Price") on or before the last day
of the Term. Lessor and Lessee acknowledge and agree that the Purchase Price represents
a fair estimation of the depreciated value of the Pipe at the end of the Term. Notwithstanding
any exercise of the Purchase Option by Lessee, Rental shall be payable for the full
twelve (12) month Term of this Agreement and for any time thereafter prior to Lessor's
receipt of the full amount of the Purchase Price from Lessee. If Lessee timely exercises
the Purchase Option but fails to pay the full amount of the Purchase Price within
fifteen (15) days after the end of the Term, Lessor at its sole option may terminate
Lessee's right to acquire the Pipe pursuant to the Purchase Option, by providing
written notice of such termination to Lessee. Any purchase of the Pipe by Lessee
pursuant to the Purchase Option shall be on an "AS IS, WHERE IS" basis, without
any express or implied warranties by Lessor, including, without limitation, the
implied warranties of merchantability and fitness for a particular purpose.

 12.     INDEMNITY BY LESSEE.
 
        12.1. Release and Indemnity. Lessee hereby releases, and shall protect,
        indemnify, defend and hold harmless, Lessor Group from every kind and
        character of damages, losses, expenses, demands, claims, fines,
        penalties, liabilities, obligations, causes of action, costs, and
        expenses, including, without limitation, reasonable attorney's fees
        (collectively, a "Claim"), arising in favor of any of the Lessee Group or
        any third party on account of personal injuries, emotional illness or
        suffering, psychological injury, death or damage to or loss of property,
        or any other economic harm, arising, directly or indirectly, in
        connection with the Pipe (including, without limitation, Lessee's
        possession, use and transportation thereof) or this Agreement (but
        excluding Claims by Lessee for breach of this Agreement by Lessor).
        Lessee at its own expense shall defend any Claim brought against any of
        Lessor Group and shall pay all damages, costs and expenses, including,
        without limitation, attorney's fees, in connection therewith or in any
        manner resulting therefrom.

 
                                        3

 
 
        12.2. Automatic Reduction of Insurance and Indemnities. If it is
        judicially determined that the monetary limits of insurance required
        hereunder or of the indemnities voluntarily and mutually assumed
        hereunder (which shall be supported either by available liability
        insurance, under which the insurer has no right of subrogation against
        the indemnities, or voluntarily self-insured in part or whole) exceed the
        maximum limits permitted under applicable law, the insurance requirements
        or indemnities shall automatically be amended to conform to the maximum
        monetary limits permitted under applicable law.
 
        12.3. UNIVERSAL PROVISION APPLICABLE TO ALL INDEMNITY OBLIGATIONS IN THIS
        AGREEMENT. THE INTENT AND EXPRESS AGREEMENT OF THE PARTIES HERETO IS THAT
        ALL INDEMNITY OBLIGATIONS AND LIABILITIES ASSUMED BY LESSEE IN FAVOR OF
        LESSOR GROUP UNDER THE TERMS OF THIS AGREEMENT BE WITHOUT MONETARY LIMIT
        AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, INCLUDING, BUT NOT
        LIMITED TO (A) PRE-EXISTING CONDITIONS OR DEFECTS, (B) THE
        UNSEAWORTHINESS OF ANY VESSEL OR VESSELS, (C) THE NEGLIGENCE OR OTHER
        MISCONDUCT OF ANY OF LESSOR GROUP (WHETHER SUCH NEGLIGENCE BE SOLE,
        JOINT, OR CONCURRENT, ACTIVE OR PASSIVE, ORDINARY OR GROSS), (D) THE
        FAULT OR RESPONSIBILITY OF ANY OF LESSOR GROUP UNDER ANY OTHER CONTRACT
        OR ANY STATUTE, RULE, OR THEORY OF LAW, INCLUDING, BUT NOT LIMITED TO,
        BREACH OF EXPRESS WARRANTY AND STRICT LIABILITY, (E) MISREPRESENTATION,
        (F) LIABILITY DUE TO BREACH OF ANY LEGAL DUTY, AND (G) AN INDEMNIFICATION
        AGREEMENT WITH A THIRD PARTY. THIS AGREEMENT SHALL CREATE NO RIGHT OF
        ACTION IN ANY PERSON NOT A PARTY HEREUNDER OR NOT SPECIFICALLY IDENTIFIED
        AS A MEMBER OF LESSOR GROUP. LESSEE AGREES TO INVESTIGATE, DEFEND AND/OR
        SETTLE ANY CLAIM OR SUIT FOR WHICH IT IS OBLIGATED TO PROVIDE
        INDEMNIFICATION HEREUNDER, TO BEAR ALL COSTS AND EXPENSES RELATED THERETO
        AS THEY ARE INCURRED (INCLUDING, BUT NOT LIMITED TO, COURT COSTS AND
        ATTORNEY'S FEES), AND TO SATISFY ANY JUDGMENTS OR DECREES WHICH MAY BE
        ENTERED THEREIN.
 
        12.4. Certain Definitions. As used herein, "Lessee Group" shall mean each
        of Lessee and its affiliates, subsidiaries, partners, joint venturers,
        customers and contractors of any tier, and each of their respective
        officers, directors, shareholders, owners, members, managers, agents,
        servants, employees, guests, invitees and insurers, and "Lessor Group"
        shall mean each of Lessor and its affiliates, subsidiaries, joint
        venturers, partners, and contractors of any tier, and each of their
        respective officers, directors, shareholders, owners, members, managers,
        agents, servants, employees, guests, invitees and insurers, but Lessor
        Group shall not include any of the Lessee Group.
 
        12.5. Modification for Use of Pipe in State Waters. Lessee acknowledges
        that Lessor has entered into the provisions of this Section 12 based on
        Lessee's use of the Pipe in federal waters. Lessee shall give Lessor
        thirty (30) days prior written notice of any intent by Lessee to utilize
        the Pipe in any waters or other area subject to the jurisdiction of any
        state. In such event, Lessee agrees to enter into an amendment to this
        Agreement on such terms as reasonably requested by Lessor to ensure the
        maximum enforceability of Lessee's

 
                                        4

 
 
        assumption of the indemnity obligations and liabilities assumed by Lessee
        hereunder during such use of the Pipe while in the jurisdiction of any
        state.

 13.    REQUIRED INSURANCE.
 
        13.1. Insurance Obligations. Without affecting the indemnity obligations
        or liabilities of Lessee Group or its insurer(s), at all times during the
        term of this Agreement, Lessee shall, at Lessee's sole expense, maintain
        with an insurance company or companies satisfactory to Lessor and
        authorized to do business in all areas, including but not limited to each
        state or country and adequate territorial and navigational limits, where
        the Pipe is or will be located, insurance coverages of the kind, and in
        the minimum amounts, as follows:
 
          (a) Worker's Compensation Insurance in accordance with all applicable
        state and federal laws and regulations, including occupational disease
        coverage. If the use of the Pipe hereunder will involve the use of
        watercraft or the Pipe will be used over water, Lessee shall provide
        insurance coverage, with territorial limits extended to include areas of
        transportation and operation under this Agreement, for liability under
        the U.S. Longshoreman and Harbor Worker's Compensation Act, the Outer
        Continental Shelf Lands Act, Death on the High Seas Act, and liability
        for admiralty benefits and damages under the Jones Act and general
        maritime law, with Marine and Voluntary Compensation Endorsement for
        transportation, maintenance, wage, and cure, and with limits of not less
        than $500,000 per person and $1,000,000 per occurrence. Such coverage
        shall further provide that a claim "in rem" shall be treated as a claim
        "in personam."
 
          (b) Employer's Liability Insurance with minimum limits of $1,000,000
        per occurrence and maritime endorsement coverage, covering injury or
        death to any employee which may be outside the scope of the Worker's
        Compensation statute of each state in which the Pipe is or will be
        located or outside the scope of similar federal statutes if the Pipe is
        or will be located outside state jurisdiction.
 
          (c) Comprehensive General Liability Insurance, including contractual
        liability insuring the indemnity agreement as set out in this Agreement
        and Lessee's Protective Liability Insurance covering work sublet, with
        minimum limits of $1,000,000 applicable to bodily injury, sickness or
        death in any one occurrence and $1,000,000 for loss or damage to property
        in any one occurrence. Such insurance shall also include (1) coverage for
        property damage due to blasting and explosion, structural property
        damage, underground property damage, and surface damage from blowout and
        cratering, (2) Completed Operations and/or Products Liability coverage,
        and (3) an endorsement to the policies stating that a claim "in rem"
        shall be treated as a claim "in personam."
 
          (d) Comprehensive Automobile Liability Insurance covering owned,
        non-owned and hired vehicles used by Lessee with minimum limits of (1)
        $500,000 applicable to bodily injury, sickness, or death of any one
        person, (2) $1,000,000 for more than one person in any one occurrence,
        and (3) $500,000 for damage to property in any one occurrence.

 
                                        5

 
 
          (e) Lessee shall carry or require the owners of the watercraft to
        carry: (1) Hull and Machinery insurance (including Collision Liability)
        in an amount not less than the market value of the watercraft, and (2)
        Protection and Indemnity Insurance in an amount not less than the market
        value of the watercraft or $1,000,000, whichever is greater. Both of such
        insurance coverages shall provide adequate navigation limits to cover the
        use of the Pipe hereunder and shall have the Charterer's and/or Owner's
        Limitation Clause deleted.
 
          (f) Lessee shall carry or require the owners of the aircraft to carry:
        (1) All Risks Hull Insurance in an amount equal to the replacement value
        of the aircraft, and (2) Bodily Injury Liability, including Passenger
        Liability and Public Liability, of not less than $1,000,000 per passenger
        seat in any one occurrence and $1,000,000 for loss of or damage to
        property in any one occurrence. Such insurance shall include an
        endorsement for Guest Voluntary Settlement.
 
          (g) Lessee shall carry a minimum limit of $10,000,000 insurance
        coverage for each and every occurrence, which may be the combination of
        primary and excess liability or umbrella coverages.
 
        13.2. Waiver of Subrogation Endorsements. Lessee shall cause all of
        Lessee's insurance policies to be endorsed to provide that all
        underwriters waive subrogation (whether by loan receipt, equitable
        assignment, or otherwise) against members of Lessor Group.
 
        13.3. Additional Insured and Primary Coverage. Lessee shall cause all
        insurance policies provided by Lessee pursuant to Section 13.1 hereof to
        name Lessor Group as additional insured under all such policies, except
        for Worker's Compensation Insurance and Employer's Liability Insurance.
        All such insurance policies, except Worker's Compensation Insurance and
        Employer's Liability Insurance, shall be endorsed to provide that all
        such insurances are primary and non-contributing with any other insurance
        maintained by any member of Lessor Group.
 
        13.4. Furnishing of Insurance Certificates and Policies. Within thirty
        (30) days after the Effective Date, Lessee shall furnish Lessor with
        Certificates of Insurance satisfactory to Lessor, which shall evidence
        that the coverages specified herein are in full force and effect and
        provide that such insurance policies shall not be canceled, reduced, or
        materially changed without thirty (30) days prior written notice to
        Lessor. If Lessor requests copies, Lessee moreover agrees to furnish
        Lessor with legible, complete copies of all insurance policies called for
        under this Agreement, including, but not limited to, all declarations
        pages, coverage provisions, terms, conditions, exclusions, endorsements
        and amendments. Failure of Lessor to object to Lessee's failure to
        furnish such Certificates of Insurance or to object to any defect therein
        shall not be deemed a waiver of Lessee's obligation to furnish the
        Certificates of Insurance and the insurance coverage described herein.
        Any deficiency in the coverages or amounts or policy limits of Lessee's
        insurance coverages required hereunder shall be the responsibility of
        Lessee.

 
                                        6

 

 14.    TAXES AND CLAIMS.
 
        14.1. Lessee Payment of Taxes, Licenses and Fees. Lessee shall pay all
        taxes, licenses, and fees levied or assessed on Lessee or on Lessee's
        payments to Lessor (excluding federal income taxes) in connection with or
        incident to Lessee's rental of the Pipe or this Agreement by any
        governmental agency. Lessee shall reimburse Lessor on demand for all
        taxes or governmental charges, state or federal, which Lessor may be
        required, or deem necessary, to pay on account of Lessee Group.
 
        14.2. Liens and Indemnification for Liens. Lessee shall pay all claims
        for labor, materials, services, and supplies furnished to Lessee or
        Lessee Group and agrees to allow no lien or charge to be fixed on the
        Pipe or any other property of the Lessor Group. Lessee shall save,
        indemnify, protect, and hold harmless Lessor from and against all such
        claims and liens.

 15.    ASSIGNMENT. Lessee may not assign this Agreement in whole or in part without
the prior written consent of Lessor. If Lessor consents to any assignment of this
Agreement, Lessee (a) shall remain primarily liable for all liabilities and obligations
of Lessee hereunder, and (b) agrees to have its assignee comply with all provisions
of this Agreement. Subject to the foregoing, all of the terms and provisions of
this Agreement shall be binding upon, inure to the benefit of, and be enforceable
by the successors and assigns of Lessor and Lessee.

 16.   EXAMINATION AND INSPECTION. Lessee agrees to afford Lessor access to the
Pipe for the purpose of examination and inspection at all reasonable times during
the Term hereof.

 17.   NOTICES. All notices under this Agreement other than billing shall be in
writing and shall be hand delivered or deposited in the U.S. mail, postage prepaid,
addressed as follows:
 
          To Lessee:
                         ----------------------------------------------------
 
                         ----------------------------------------------------
 
                         ----------------------------------------------------
 
                         Attn:
                              -----------------------------------------------

 
          To Lessor:                 Chiles Offshore Inc.
                                     11200 Richmond Avenue, Suite 490
                                     Houston, Texas  77082
                                     Attn:  Accounts Receivable Dept.

 18.   MISCELLANEOUS.
 
        18.1. The parties agree that time is of the essence under this Agreement.
 
        18.2. The section and paragraph headings in this Agreement are for
        convenience only, and they shall not be employed to construe or interpret
        the provisions of this Agreement.
 
        18.3. The rights herein given to either party hereto may be exercised
        from time to time, singularly or in combination, and the waiver of one or
        more of such rights shall not be deemed to be a waiver of such right in
        the future, or of any one or more of the other rights

 
                                        7

 
 
        which the exercising party may have. No waiver of any breach of a term,
        provision or condition of this Agreement by one party shall be deemed to
        have been made by the other party hereto, unless such waiver is expressed
        in writing and signed by an authorized representative of such party. The
        failure of either party to insist upon the strict performance of any
        term, provision or condition of this Agreement, or to exercise any option
        herein given, shall not be construed as a waiver or relinquishment in the
        future of the same or any other term, provision, condition or option.
 
        18.4. If any one or more of the provisions of this Agreement shall for
        any reason be held by a court of competent jurisdiction to be invalid,
        illegal or unenforceable in any respect, such invalidity, illegality or
        unenforceability shall not affect the remaining provisions of this
        Agreement, and this Agreement shall be construed as if such invalid,
        illegal or unenforceable provision had never been a part hereof.
 
        18.5. If any litigation is commenced between the parties concerning this
        Agreement, the party prevailing in such litigation shall be entitled to
        the reasonable attorneys' fees and expenses of counsel, courts costs and
        other litigation expenses incurred by reason of such litigation.

 19.   GOVERNING LAW AND VENUE. THIS AGREEMENT SHALL BE CONSTRUED AND THE RELATIONS
BETWEEN THE PARTIES DETERMINED IN ACCORDANCE WITH, TO THE EXTENT APPLICABLE, THE
GENERAL MARITIME LAW OF THE UNITED STATES OF AMERICA, AND TO THE EXTENT NOT APPLICABLE,
THE LAWS OF THE STATE OF TEXAS, NOT INCLUDING, HOWEVER, ANY OF THEIR CONFLICTS OF
LAW RULES OR PROVISIONS WHICH WOULD DIRECT OR REFER TO THE LAWS OF ANOTHER JURISDICTION.
THE EXCLUSIVE VENUE AND JURISDICTION FOR THE ENFORCEMENT OF ANY RIGHT, BENEFIT,
REMEDY OR CAUSE OF ACTION UNDER OR DECLARATION REFERABLE TO THIS AGREEMENT SHALL
BE THE FEDERAL OR STATE DISTRICT COURTS IN HARRIS COUNTY, TEXAS. EACH PARTY TO THIS
AGREEMENT IRREVOCABLY CONSENTS TO BE SUBJECT TO SUCH VENUE AND JURISDICTION IN HARRIS
COUNTY, TEXAS AND ACKNOWLEDGES THAT SAID COUNTY IS THE EXCLUSIVE COUNTY FOR VENUE
AND JURISDICTIONAL PURPOSES.

 20.   ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
Lessee and Lessor regarding the subject matter hereof, and supersedes all previous
communications, representations, or agreements, either oral or written, with respect
to such subject matter. No agreement or understanding varying or extending the terms
hereof will be binding on either party unless written and duly executed by an authorized
representative of each party. The execution by any Company employee or representative
of any receipt or similar document prepared by Lessee and containing any contrary
or additional terms shall not modify or add to the terms of this Agreement or create
a new agreement.

 
                                        8

 
 
          IN WITNESS WHEREOF, Lessor and Lessee have caused their duly authorized
representatives to execute this Agreement effective as of the date first referenced
above.
 
                                 CHILES OFFSHORE INC.

 
 
                                 By:  /s/  DONALD B. GREGG
                                      ----------------------------------------
                                 Name:  Donald B. Gregg
                                        --------------------------------------
                                 Title: Senior VP - Operations and Engineering
                                        --------------------------------------

 
 
                                 HERCULES OFFSHORE CORPORATION

 
 
                                 By:  /s/ THOMAS J. SEWARD II
                                      ----------------------------------------
                                 Name:  Thomas J. Seward II
                                        --------------------------------------
                                 Title:
                                        --------------------------------------

 
                                        9

 
 
                                     EXHIBIT A
                                     ---------

 
                                        To
                            Drill Pipe Rental Agreement
          Between Hercules Offshore Corporation and Chiles Offshore Inc.
                              Dated February 25, 2002

 

 521 Joints (approximately 16,150 linear feet) 5" Grade S-135 upset H Series Drill
Pipe as follows:
 
      Pipe O.D. 5" 19.50 lb., IUE Upset, Range 2, NC 50 Connections, 6 5/8' O.D.
      Tool Joints. Tool Joint I.D. 31/4", 9" Pin, 12" Box  Arnco 200XTHard
      Banding, Box Only. Internally Plastic Coated.

 Manufactured in accordance with Chiles Offshore Inc. Specification CODPSpRv4