ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into and executed on this 14th day of
February, 1995 by and between ATWOOD FALCON I, LTD. ("Seller") and ATWOOD OCEANICS
PACIFIC LTD. ("Buyer"), effective December 31, 1994 (the "Effective Date").
R E C I T A L S:
WHEREAS, Seller owns and operates a U.S. flag, semi-submersible drilling Vessel (Official No. 653713)
known as "Falcon" (the "Vessel") and other assets that support the drilling operations of the Vessel (all of which is
herein referred to as the "Business"); and
WHEREAS, Buyer desires to purchase and receive from Seller, and Seller desires to sell and assign to Buyer,
any and all of the tangible and intangible assets, contracts, and any other assets used or involved in the operation
of Seller's Business.
NOW, THEREFORE, in consideration of and subject to the mutual agreements, terms and conditions herein
contained, the parties hereto agree as follows:
1. Purchase and Sale of Assets.
(a) Assets Conveyed. Upon the terms and subject to all of the conditions herein and the performance by each of
the parties hereto of their respective obligations hereunder, Buyer hereby agrees to purchase from Seller, and
Seller hereby agrees to sell and deliver to Buyer, on the Closing Date (as defined below), any and all of the
properties and assets used or involved in Seller's Business, including, without limitation, the following (collectively
(i) The Vessel and all property and other tangible assets used in the Business, including those described or
referred to in Exhibit A attached hereto and made part of this Agreement ("Vessel Assets"); and
(ii) All leases, contracts, arrangements, understandings, bareboat or other charters, or agreements relating to the
hire, use or operation of the Vessel Assets or in the operation of the Business, including those listed on Exhibit B
attached hereto and made a part of this Agreement ("Contracts"); and
(iii) All licenses, perm