Purchase And Sale And Joint Venture Amd.- 07/23/97

PURCHASE AND SALE AND
JOINT VENTURE AMENDMENT AGREEMENT


This Purchase and Sale and Joint Venture Amendment Agreement ("Agreement") entered into as of July 23, 1997, by and between WELL SERVICES (MARINE) LIMITED, a Trinidad and Tobago private company ("Well Services"), and CLIFFS DRILLING TRINIDAD LIMITED, a Trinidad and Tobago private company ("Cliffs Trinidad").


R E C I T A L S


I. Well Services and Cliffs Trinidad (collectively the
"Partners") each own a fifty percent (50%) general partnership
interest in WEST INDIES DRILLING JOINT VENTURE, a Trinidad and
Tobago joint venture ("W.I. Drilling").


II. W.I. Drilling owns a jack-up drill rig known as Southwestern
Marine 4, which is currently under a 3-year drilling contract
with Trinmar Limited, a Trinidad and Tobago company
("Trinmar").


III. Well Services desires to sell, transfer and assign a further
49% interest in W.I. Drilling (the "Sold Interest") to Cliffs
Trinidad, and Cliffs Trinidad wishes to purchase and accept
the transfer of the Sold Interest.


NOW, THEREFORE, in consideration of the premises and of the respective covenants, agreements, representations, and warranties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


I. PURCHASE AND SALE; ASSUMPTION OF LIABILITIES


1.01. PURCHASE OF THE WELL SERVICES INTEREST. Subject to the terms and conditions hereinafter set forth, the following actions concerning the partnership interests in W. I. Drilling shall occur at the Closing (as defined in Section 1.05 hereof):


(a) Well Services shall sell, transfer, assign, and deliver to
Cliffs Trinidad, and Cliffs Trinidad shall purchase from Well
Services, as of the Closing Date, the Sold Interest, free and
clear of any and all liens, claims and encumbrances.


(b) Cliffs Trinidad shall deliver to Well Services the Purchase
Price, as defined in Section 1.04 hereof, for such Sold
Interest, in immediately available funds by wire transfer to a
bank account to be designated by Well Services.


1.02. TERMINATION OF WELL SERVICES BENEFITS. As of the Closing Date, upon transfer of the Sold Interest, all of Well Services' benefits, rights and interests in, to and under the Sold Interest (the "Benefits") pursuant to the provisions of the joint venture agreement between Cliffs Trinidad and Well Services dated March 18, 1996, as amended by First Amendment to Joint Venture Agreement dated April 1, 1996 (the "Venture Agreement") shall immediately cease, 2 except that the Partners hereby declare and agree that the remaining 1% interest in W.I. Drilling owned by Well Services ("Remaining Interest") shall retain a value of TEN DOLLARS ($10.00) ("Remaining Value"). Except for the Remaining Value, Well Services shall have no further rights or benefits, under the Venture Agreement, accruing to its Remaining Interest. The Purchase Price (defined in Section 1.05 below) paid by Cliffs Trinidad will be in full and final payment and satisfaction of all of the Sold Interest and the Benefits, and Wells Services will not be entitled to any further income, profits or distributions whatsoever attributable to the Sold Interest from W.I. Drilling or Cliffs Trinidad, except for any payments due under the Rig Management Agreement defined below.


1.03. ASSUMPTION OF WELL SERVICES' LIABILITIES. In addition to the Purchase Price to be paid by Cliffs Trinidad, subject to the provisions of Sections 3.01 and 6.02, Cliffs Trinidad agrees to assume at the Closing, with effect from the Closing Date, all liabilities and obligations of Well Services to W. I. Drilling and to any third parties in connection with the ownership and benefits of the Sold Interest ("Ownership Obligations"), except for Well Services' obligations and duties as Rig Manager ("Manager") under the Rig Management Agreement ("Rig Management Obligations").


1.04. CONSIDERATION. In consideration of the transfer of Sold Interest to Cliffs Trinidad at the Closing, Cliffs Trinidad shall pay to Well Services the amount of SIX MILLION AND NO/100 DOLLARS ($6,000,000) ("Purchase Price") and shall assume all of the Ownership Obligations.


1.05. CLOSING PLACE AND DATE. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place with effect from 10:00 A.M., Trinidad time, on August 1, 1997 (the "Closing Date").


II. TRANSFER OF WELL SERVICES INTEREST


2.01. TRANSFER OF VENTURE ASSETS. On the Closing Date, Well Services shall transfer the Sold Interest to Cliffs Trinidad, free and clear of all liens, claims and encumbrances, in exchange for the Purchase Price.


2.02. RIG MANAGEMENT AGREEMENT. After the Closing Date, the Rig Management Agreement executed by W. I. Drilling, Viking Trinidad Limited (which interest was previously assigned to Cliffs Trinidad) and Well Services, dated as of May 1, 1996 ("Rig Management Agreement") shall continue in full force and effect as written. After such date, Well Services' agrees to perform and continue to perform all of the Rig Management Obligations and its duties and obligations as Rig Manager under the terms of the Rig Management Agreement, all of which terms and provisions shall survive the Closing.


2.03. AMENDMENT TO VENTURE AGREEMENT.


(a) All capitalized terms used but not defined herein shall have
the meaning given to them in the Loan Agreement. The Venture
Agreement is hereby amended with effect as of and from the
Closing Date, as follows:


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(i) By deleting all reference in the Venture Agreement to
"Viking Trinidad Limited", "Viking", "Viking Supply
Ships, A.S.", and "Viking Supply" and replacing such
names in each case with "Cliffs Drilling Trinidad
Limited" or "Cliffs", as appropriate, with the effect
that the two partners to the Venture Agreement, as of
and after the Closing Date, will be Cliffs Drilling
Trinidad Limited ("Cliffs") and Well Services.


(ii) By deleting in its entirety the last sentence of the
definition of "Percentage Interest" in Section 1.6 of
the Venture Agreement and replacing it with the
following:


"The Percentage Interests of the Partners
shall be as follows:


PARTNER PERCENTAGE INTEREST
------- -------------------

Cliffs 99%
Well Services 1%


; provided, however, that, with effect from
August 1, 1997, Well Services shall not be
entitled to any further income or profits and
shall not suffer or be subject to further
losses of the Firm."


(iii) By generally amending the Venture Agreement, wherever
relevant, to make it clear that, with effect from
August 1, 1997, notwithstanding any other provision
to the contrary therein contained, Well Services
shall have no further benefits or rights, and shall
be subject to no further losses or obligations under
the Venture Agreement, except that its Percentage
Interest shall retain a value of $10.00 but no more.


(iv) Section 5.2(a) shall be deleted in its entirety and
replaced by the following:


(a) The Management Committee shall be composed of
two (2) members appointed by Cliffs.


(v) By deleting any reference in Section 5.4 to Well
Services as the Firm Manager, amending such Section
to appoint Cliffs as Firm Manager in place of Well
Services and making conforming changes throughout the
Venture Agreement, if necessary, to reflect that
Cliffs is the Firm Manager as of the Closing Date.


(vi) By deleting Section 5.6 in its entirety.


(vii) By deleting Section 5.8 in its entirety and replacing
it with the following:


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The Firm Manager shall be Cliffs and the Firm shall
be and continue to be bound by the terms and
conditions of the Rig Management Agreement. The
Manager under the Rig Management Agreement shall be
Well Services until terminated by the Firm Manager.


(viii) The references to Viking and the Viking addresses in
Section 10.3 are amended to read as follows:


CLIFFS DRILLING TRINIDAD LIMITED
c/o Stephanie Daly
Pollonais & Blanc
62 Sackville Street
Port of Spain
Trinidad, West Indies
Telephone: (868) 623-5461
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