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Bulletin 20050e

TESCO

TOP DRIVES

CASING DRILLING

AZIMUTH TUBULAR SERVICES

250 EMI 400

250 Ton 400 HP AC Electric Top Drive


A full-featured electric top drive for small-mast
applications.
The EMI400 top drive system is the most versatile offering in
TESCOs electric top drive line.
Designed for use on offshore and land based drilling rigs, the
EMI400 provides the performance and pipe handling features
required for drilling and workover applications.
The EMI400 employs an AC induction motor and drive system.
The EMI400 can be operated from a self-contained generator, or can
be connected directly to the rigs AC Bus (600 VAC- 50 or 60 Hz).
The EMI400 is capable of producing 298 kW (400 HP).

Value Added Operational Benefits


The complete system including the top drive, torque system, and
optional VFD building can be installed in less than one day. Minimal
rig modifications are necessary.
The EMI400 is available with an optional genset. The drive can be
independently packaged as a cabinet or building. The top drive can
also be easily integrated with most existing drive configurations.
The EMI400 offers all critical pipe-handling functions including
elevator link-tilt, 137.2 mm (54 in.) extend/retract (for making
mousehole connections), and 360 pipe handler rotation. The
grabber will accommodate tool joints from 76.2 mm (3 in.) to
222.25 mm (8 3/4 in.) OD.
The EMI400 top drives unique design integrates the swivel,
gearbox and load frame resulting in a very compact unit but
maintains the serviceability expected from a Tesco top drive.
The EMI400 system incorporates programmable logic control.
PLC ensures flawless communication between the drillers panel
and the drive system. The PLC system optimizes efficiency and
provides important safety interlocks.
The EMI400 package includes a customizable torque arrest
system. The track/torque bushing configuration is simple to install
and requires minimal maintenance. A mud saver/safety valve is
incorporated into the system design.
The entire EMI400 top drive can be transported in three
standard 5.08 m (20 ft.) sea containers and the top drive may be
transportable in the mast for quick rig up.

Better Ways to The Bottom


www.tescocorp.com

250 EMI 400


SPECIFICATIONS:
250 TON EMI 400 HP (with a 250 ton integrated swivel)
Rated Capacity
250 ton
227 tonne
Rated Power
400 hp
298 kW
Weight
13,650 lbs.
6 204 kg
Operating Length (including 9 ft. links & elevators)
253 in.
6 426 mm
Width
44.5 in.
1 130 mm
Max. Continuous Drill Torque
21,000 ft-lb.
2 847 daN-m
Make-up / Breakout Torque
32,000 ft-lb.
4 339 daN-m
Max Speed
200 rpm
200 rpm
Quill ID
2.5 in.
63.5 mm
Quill Connection NC50 NC50

68.125 in.
1 730 mm
38.6 in.
22.5 in.
981 mm
571.5
19.375 in.
492 mm
44.5 in.
1 130 mm
25.125 in.
638 mm

Inside Of
Swivel Bail

PERFORMANCE CURVE:

230 in.
5 842 mm

Theoretical Torque vs. Speed


EMI400 Top Drive
10.96 : 1 Gear Ratio
35
Breakout

30

20

253 in.
6 426 mm
15

10

9 ft. Links
5

Top Of
Tool Joint

0
0

20

40

60

80

100

120

140

160

180

200

220

Drill Pipe RPM

Revision Date: 02/03/2006

Better Ways to The Bottom

Email: topdrive@tescocorp.com

Corporate Headquarters
6204 - 6A Street S.E.
Calgary, Alberta, Canada T2H 2B7
Tel: 403 692-5700 Fax: 403 692-5710

Web: www.tescocorp.com

World Wide Operations


11330 Brittmoore Park Drive
Houston, Texas, USA 77041
Tel: 713 849-5900 Fax: 713 849-0075

Printed in Canada / August 2006 / POD


Due to ongoing product development, all specifications are subject to change without notice.

Drill Pipe Torque (ft.-lbs. x 1000)

25

Tesco Corporation

250 Ton EMI 400 HP Top Drive


System

5616 80th Ave. SE


Calgary, AB, T2C 4N5
Phone: 403 692 5700
Fax: 403 692 5710
www.tescocorp.com

Quotation:

Q23515.00

Customer Reference:

To:

Oilman Rig Co.,Ltd


Shanghai, China

Attn:

Neil Zhou

Issued:

Monday, January 25, 2010

Expiry Date:

Wednesday, February 24, 2010

Sales Contact:

Ernesto Monje

Project:

250 Ton EMI 400 HP Top Drive


System

Purchase Engineer
Phone: +86 21 58380680
+86 21 58380690
Fax:
Section

Extn:

Description

Total

$1,099,000.00

1.0

250-EMI-400 Electric Top Drive System


**TD Systems with delivery between 3-5 months will carry an additional 3% discount**
**TD Systems with delivery of 6 months or more will carry an additional 5% discount**

2.0

Electric Power Unit

3.0

System Accessories EMI


Prices Shown include a 20% Discount from List Price

4.0

EMI Spare Parts Kits


Prices Shown include a 12% Discount from List Price

Optional

5.0

Enhanced Safety, Performance and Warranty Options

Optional

6.0

Training

Included

7.0

Commissioning and Factory Test

8.0

Torque Track and Rig Up Services

9.0

Discounted Field Service Packs MEBU/APBU

10.0

Documentation

11.0

Commercial and Packaging

$27,911.37

12.0

Terms & Conditions

Optional
$60,220.72

$0.00
$133,201.00
Optional

Total Selling Price, exclusive of all taxes, duties, levies etc associated with the importing of the equipment

$0.00

$1,320,333.09
USD

Page 1 of 12

Tesco Corporation

250 Ton EMI 400 HP Top Drive


System

5616 80th Ave. SE


Calgary, AB, T2C 4N5
Phone: 403 692 5700
Fax: 403 692 5710
www.tescocorp.com

Quotation:

Q23515.00

Customer Reference:
Item.

Qty

Part Number/Description

Price/Unit

Total

By signing below, the Purchaser enters into this Equipment Sale Agreement (the Agreement) between itself and
Tesco Corporation ("TESCO"). This Agreement is governed by the attached Terms and Conditions. By signing
below the Purchaser acknowledges that it has read, understands and agrees to such Terms and Conditions.
Please sign below initial all pages attached and return an original signed copy to your TESCO Sales
Representative.
Signature: ________________________________X
Title: ________________________________
Date: _______________________________
TESCO Representative Signature: _____________________________X
Title: ________________________________
Date: _______________________________
This quotation is confidential and is intended for the named recipient only for the purpose of procuring the
equipment and services here described. If you have received this quotation in error, please inform the sender
and delete or destroy all copies of this document.
TESCO is a registered trademark in the United States and Canada. TESCO CASING DRILLING is a registered
mark in the United States. CASING DRILLING is a registered mark in Canada and CASING DRILLING is a
trademark in the United States. Casing Drive System, CDS, Multiple Control Line Running System and
MCLRS are trademarks in the United States and Canada.
CASING DRILLING is the process by which the casing is used as the drill string where all of the mechanical
force and hydraulic energy is transferred to the cutting structure via the casing string.
Tesco Corporation, www.tescocorp.com, www.tescoparts.com, 1-877-TESCO-77 Toll Free or 1-713-359-7295
(International Call In)

TESCO Contacts: Ernesto Monje


P.O. Box 261769 Jebel Ali, Dubai - UAE
Phone:

+971 50 375 3956

Fax:

+971 4 886 5891

Email:

ernesto_monje@tescocorp.com

Page 2 of 12

Tesco Corporation

250 Ton EMI 400 HP Top Drive


System

5616 80th Ave. SE


Calgary, AB, T2C 4N5
Phone: 403 692 5700
Fax: 403 692 5710
www.tescocorp.com

Quotation:

Q23515.00

Customer Reference:
Item.

1.0

Qty

Part Number/Description

Price/Unit

Total

250-EMI-400 Electric Top Drive System

**TD Systems with delivery between 3-5 months will carry an additional 3% discount**
**TD Systems with delivery of 6 months or more will carry an additional 5% discount**

1.1

730686
Top Drive,EMI 400

1.2

500420
HPU,Remote Tank & Pump,EMI 400

1.3

730778
Hose Reel/Service Loop,Complete,225-ft lg,EMI 400

1.4

730777
Drillers Panel,EMI 400

1.5

15814
KIT,RIG-UP,COMMISSIONING,450HP/250T EMI

1.6

14178
CORD,EXTENSION,COM/POWER CABLE "B", 150FT

1.7

731144
Torque Bushing,72",C/W Hydraulics,EMI 400

1.8

Main PLC
Required to integrate with customer supplied VFD
Section Total:

2.0
2.1

$1,099,000.00

Electric Power Unit


0

770994

$209,000.00

$0.00

Module,Power,600VAC,60Hz,EMI-400(Tesco) - Optional
Bundled price when purchased with a top drive system. Cannot be purchased
separately for this amount.

Page 3 of 12

Tesco Corporation

250 Ton EMI 400 HP Top Drive


System

5616 80th Ave. SE


Calgary, AB, T2C 4N5
Phone: 403 692 5700
Fax: 403 692 5710
www.tescocorp.com

Quotation:

Q23515.00

Customer Reference:
Item.

Qty

Part Number/Description

Customer (Electrical Contractor) will supply:

Price/Unit

Section Total:

Total

$0.00

-Top Drive Exclusive VFD and all its essential devices and hardware to interface, and
make operational, TESCO'S top drive.
-Supply and install all waterfall receptacles required for interface to TESCO
assemblies. Parts listing and reference drawings will be provided no later than 90 days
prior to contractual delivery date.
-Provide a location within the VFD house and mount TESCO supplied PLC Main
Control Panel.
-Supply and install all wiring, cables and required controls to interface waterfall
receptacles to VFD Panel, PLC Main Control Panel and MCC. (TESCO to terminate
cabling to main PLC panel) VFD house internal cabling from waterfall to locations to
be similar to those supplied by Tesco on exterior runs from waterfall.
-Provide connection point for TESCO supplied service cable (1 - 4tp/16awg), interlock
cables, supply and install control wiring to all devices as per TESCO schematic
drawings. Included in our drawings is a Main Service ESD cable. Customer also to
provide exclusive breaker to facilitate shutdown power to the top drive. This, and the
internal VFD house wiring may not be necessary depending on where and how you
have circuited this shut down.
- Supply suitable location for and the installation of the TESCO supplied Top Drive
drillers controls and PLC rack in the doghouse.

3.0

System Accessories EMI

Prices Shown include a 20% Discount from List Price

3.1

3176

$33,573.63

$33,573.63

$4,990.93

$0.00

$4,517.85

$0.00

ELEVATOR,250T,AUTOMATED
3.2

2890
INSERT,ELEVATOR,F/CL250,3-1/2,BC105 - Optional
16 weeks delivery from date of order

3.3

2889
Insert,4"IU,18,VES-CL 150/250 Elevator - Optional
16 weeks delivery from date of order

3.4

2530
Insert,4-1/2"IEU,18,VES-CL 150/250 Elevator - Optional

$4,992.25

$0.00

3.5

2888

$4,517.85

$0.00

$21,755.79

$21,755.79

$17,604.04

$0.00

$12,298.63

$0.00

$25,601.85

$0.00

Insert,5"IEU,18,VES-CL 150/250 Elevator - Optional


3.6

14410
LINKS,ELEVATOR,B&V,250T,2-1/4" X 108"

3.7

8720
LINKS,ELEVATOR,250T,2-1/4X96 - Optional

3.8

720475
Valve,Mudsaver,Dual Ball,Splined Lock,4-1/2"IF,BxB - Optional
Spare in addition to the one included on the top drive

3.9

8528
ACTUATOR,LMSV,HI-KAL,5000# - Optional
Spare in addition to the one included on the top drive

Page 4 of 12

Tesco Corporation

250 Ton EMI 400 HP Top Drive


System

5616 80th Ave. SE


Calgary, AB, T2C 4N5
Phone: 403 692 5700
Fax: 403 692 5710
www.tescocorp.com

Quotation:

Q23515.00

Customer Reference:
Item.

3.10

Qty

Part Number/Description

Price/Unit

810121

Total

$768.45

$0.00

$2,105.04

$2,105.04

$2,786.26

$2,786.26

$51,759.33

$0.00

Sub,Saver,8"lg,NC50 Pin x NC50 Pin - Optional


10 weeks delivery from date of order
3.11

7204
STABILIZER,ROTARY TABLE,5-1/2"
8 weeks delivery from date of orderRotary table stabilizers, (5 " Bore for 2-7/8" 3-" DP). Stabilizers prevent drill pipe wear on the master bushing and BOP
equipment.

3.12

4067
GUIDE,DRILL PIPE,5"-SPLIT
8 weeks delivery from date of order

3.13

730453
Kit,Rig Interface,EMI 400 - Optional if Section 2 is purchased
8 weeks delivery from date of order Interface Kit
Section Total:

4.0

$60,220.72

EMI Spare Parts Kits

Prices Shown include a 12% Discount from List Price

4.1

731213

$26,175.88

$0.00

$59,451.97

$0.00

$83,132.33

$0.00

$17,999.00

$0.00

Kit,Spares,Level 1,EMI 400


4.2

731214
Kit,Spares,Level 2,EMI 400
16 weeks from date of order. Level 1 spares component of kit 1 week from date of
order

4.3

731215
Kit,Spares,Level 3,EMI 400
16 weeks from date of order. Level 1 spares component of kit 1 week from date of
order

4.4

ULTREX Lubricant Package


One complete refill package of all ULTREX lubricants included with the top drive
system
Section Total:

$0.00

Page 5 of 12

Tesco Corporation

250 Ton EMI 400 HP Top Drive


System

5616 80th Ave. SE


Calgary, AB, T2C 4N5
Phone: 403 692 5700
Fax: 403 692 5710
www.tescocorp.com

Quotation:

Q23515.00

Customer Reference:
Item.

5.0

Qty

Part Number/Description

Price/Unit

Total

Enhanced Safety, Performance and Warranty Options

5.1

Anti-Collision and Zone Management System


The RIGSMART wireless Top Drive Anti-Collision system is designed to eliminate
potential damaging physical contact between the Top Drive and automatic pipe
handlers, the monkey board, and the mast. Using intrinsically safe, wireless
components, the base system installs within hours and can interface with third party
automated equipment. Additional technology for H2S detection, wireless
emergency stop, automated line wear indication plus more are available through
TESCO/RIGSMART partnership to make the rig floor a safer more efficient place.
Anti-Collision and safety systems start at $89,000 please ask your TESCO sales
representative for detailed pricing and options.

$0.00

$0.00

5.2

After Market Sales and Service Support

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

At TESCO the sale of a top drive system does not end with the delivery of the
equipment. TESCO top drives will give you thousands of hours of trouble free
operation provided they are used and maintained properly. TESCO has created
many service options to assist in helping you get the most your investment. We can
create a customized service and support package based on your location,
infrastructure and fleet size to maximize your return on investment. TESCO
aftermarket sales and service professionals are available to analyze your fleet and
drilling needs to come up with a custom service, inspection and support package.
Please contact your local TESCO sales reprehensive to set up a meeting. For a
complete list of service locations please visit www.tescocorp.com,
www.tescoparts.com or call us 1-877-TESCO-77 or 713-359-7295 (International Call
In)
5.3

Fleet Lubricant Agreements


TESCO has expanded our lineup of conventional, synthetic and semi-synthetic
ULTREX lubricants for all drilling rig equipment applications. TESCO can now
provide a complete turnkey lubricant solution for your entire fleet of drilling and
service rigs. Custom tailored lubricant agreements include volume discounts, direct
to rig delivery, oil sampling and analysis, auxiliary filtration, and a fill point sticker
program to make sure the right lubricant product is used every time. TESCO
ULTREX will drastically reduce wear on your equipment, enhance performance
and extend the operational life. Reduced lubricant costs are realized by extending
drain intervals by as much as 4X. In most cases the use of our lubricants will
reduce the total operational cost of your rig. Ask your TESCO sales representative
for detailed information.

5.4

Extended Warranty Package


It is proven that the use of premium lubricants extends the life and performance of
heavy duty equipment. TESCO ULTREX is the ONLY lubricant line with a custom
additive package specifically designed for the harsh oilfield environment. We are so
confident that the use of TESCO ULTREX will increase the life and performance
of your equipment that we will extend the factory warranty 6 months with the
purchase of this package. This package represents approximately 1 year of
operational lubricants for your Top Drive System. In addition to ensure the best
performance, safety and longevity of your equipment a 250 Day and 500 Day infield
inspections are included. For complete details or to purchase this package please
contact your sales person to request the extended warranty agreement package
Section Total:

$0.00

Page 6 of 12

Tesco Corporation

250 Ton EMI 400 HP Top Drive


System

5616 80th Ave. SE


Calgary, AB, T2C 4N5
Phone: 403 692 5700
Fax: 403 692 5710
www.tescocorp.com

Quotation:

Q23515.00

Customer Reference:
Item.

Qty

Part Number/Description

6.0

Training

6.1

Price/Unit

Total

Level 1 Top Drive Training


Comprehensive operation and troubleshooting class for TESCO top drive systems
in English (translation services extra). Standard package includes space for up to
3 attendees. You may choose to have additional personnel attend at a cost of
$1500/student up to a maximum of 10 attendees. Recommended attendance is for
drillers, tool push, electricians and mechanics.
EMI top drive course is 3 days long
Electric top drive course is 5 days long.
Hydraulic top drive course is 5 days long.
Customer has the option of attending classes at either our Calgary, Alberta
Canada facility or our Houston Texas USA facility. TESCO will also accommodate
training in the country of your choice for a premium of $2000/day plus all travel and
related expenses.
Please contact Jennifer Tomes Tesco Training Administrative Supervisor
Jennifer_tomes@tescocorp.com or 403.692.5953 for complete details or to book
your class. The provision for training expires 90 days after the receipt of the
equipment.

7.0
7.1

Commissioning and Factory Test


1

TESCO Witness Factory Test

$0.00

$0.00

$9,800.00

$0.00

TESCO Commissioning and Factory Test


TESCO Top Drives are thoroughly run tested prior to shipment of the system.
Upon arrival in the test bay the components are inspected to ensure that all motor
rotations, fluids levels and connections are correct. The unit is installed in
TESCOs dynamometer and function tested under no load to verify the auxiliary
and main power functions. The first dynamometer test performed confirms the
operation of the top drive make-up, break-out and drilling modes. The second part
of the dynamometer test is an endurance test wherein the unit is operated at full
power. All tests and performance metrics are thoroughly documented and included
in the documentation kit.
TESCO will also test the accompanying top drive system components (if
purchased) power unit, service loop and other mission critical components vital to
the operation of the top drive system and documented.
The purchaser may elect to witness a 2nd FAT test at the customer expense.
Customer witness FAT test must be in the contract for this option.
7.2

Customer Witness Acceptance Test


Customer Witness Factory Acceptance Test to verify the factory acceptance test
documentation provided. Customer must accept ownership and provide payment in
full for top drive system. Second witness test must occur within 2 weeks of
completion of initial Factory Acceptance Test. TESCO manufacturing facility will
endeavor to inform customer at a minimum 2 weeks before testing is to occur so
that appropriate personnel can be scheduled and attend testing provided customer
Factory Acceptance Test contact information is provided in the final contract.

Page 7 of 12

Tesco Corporation

250 Ton EMI 400 HP Top Drive


System

5616 80th Ave. SE


Calgary, AB, T2C 4N5
Phone: 403 692 5700
Fax: 403 692 5710
www.tescocorp.com

Quotation:

Q23515.00

Customer Reference:
Item.

Qty

Part Number/Description

Price/Unit

Total

Customer travel and expenses to attend Factory Acceptance Testing will be at the
cost of the customer.
7.3

Customer FAT Contact


Please Provide

$0.00

$0.00

Page 8 of 12

Tesco Corporation

250 Ton EMI 400 HP Top Drive


System

5616 80th Ave. SE


Calgary, AB, T2C 4N5
Phone: 403 692 5700
Fax: 403 692 5710
www.tescocorp.com

Quotation:

Q23515.00

Customer Reference:
Item.

8.0

Qty

Part Number/Description

Price/Unit

Total

Torque Track and Rig Up Services

8.1

Torque Track, Hanging Assembly and Stabilization


Complete customized or standard portable torque track set; configured to
accommodate most common mast applications. Exact configuration will determined
after completion of a detailed rig survey. If additional track lengths are required for
masts exceeding 147 additional costs will be applied and quoted separately. This
pricing is for our standard 4x12 and 8x12 bolted tube design. **Please note that in
the event that a rig survey is not completed a standard portable kit will be provided.
In the case of the HMI class the standard portable package is designed to fit a
standard double mast the remaining classes are designed to fit in a standard triple**

8.4

Rig Survey

$84,701.00

$84,701.00

$3,500.00

$3,500.00

$1,500.00

$45,000.00

TESCO technician(s) will visit the site and execute a rig survey to verify fitment and
customize the rig up kit for installation. If the rig survey is not able to be completed,
a standard portable rig up kit will be provided and TESCO will not guarantee the
fitment of the portable rig up kit.
Should the results of rig survey create the need to customize a Rig Up Kit, TESCO
will advise the purchaser on delivery and price implications once the mast
installation layout drawings are complete (within 5 weeks from receipt of rig survey).
The rig survey provision includes up to 2 days of labor, additional days required and
incurred expenses will be charged in addition to this base amount.
8.6

30

Rig Up and Installation Services


Installation and on-site and technical assistance on a call out per day rate of
$1800/day/tech. Travel and related expenses will be charged in addition to this
base amount. For discounted rates please see our pre paid service packages in the
next section
Top Drive Technician to assist with the application and first interface of the Top
Drive to the drilling rig. We provide orientation for managers, supervisors and crew
on safe operating and maintenance procedures of the Top Drive. The number of
days required is dependent on crew and personnel knowledge, 30 days are
recommended for drilling crews that are new to Top Drive operations
Section Total:

9.0
9.1

$133,201.00

Discounted Field Service Packs MEBU/APBU


0

30 Days International

$55,500.00

$0.00

$85,000.00

$0.00

$155,000.00

$0.00

$1600/day Expiry 12 Months


9.2

50 Days International
$1500/day Expiry 12 Months

9.3

100 Days International


$1250/day Expiry 12 Months

Page 9 of 12

Tesco Corporation

250 Ton EMI 400 HP Top Drive


System

5616 80th Ave. SE


Calgary, AB, T2C 4N5
Phone: 403 692 5700
Fax: 403 692 5710
www.tescocorp.com

Quotation:

Q23515.00

Customer Reference:
Item.

Qty

Part Number/Description

To further reduce your operational and repair costs TESCO is offering the following
discount field service packages. International Day rate is currently $2000/day

Price/Unit

Section Total:

Total

$0.00

Unused days can roll into new term if purchased before expiry. For example if you
have 3 days about to expire and you purchase a 50 day pack you will have 53 days
and 18 months to use all 53 days
Travel and related expenses will be charged in addition when days are used.
Amounts represent day rate only
For complete details on field service rates and discount packages please contact your
local sales and service location. For a complete list of Global TESCO Field Service
Locations please visit us at www.tescocorp.com or www.tescoparts.com You may
also contact 1-877-TESCO-77 Toll Free or 1-713-359-7295 (International Call In)

10.0
10.1

Documentation
1

Manual Kit

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$17,665.00

$17,665.00

$10,246.37

$10,246.37

$0.00

$0.00

Kit,3 Hardcopy Manuals 1 CD


3 Hard copy manuals and 1 CD will be provided in documentation tubs that will
ship with the unit. Additional manual and CD sets can be provided for the
additional cost of $4500 for delivery anywhere in North America. Additional sets
must be ordered with the top drive system and destination address specified.
10.2

QCD
Quality Certification Manual Binder containing Quality Certificate stating that the
equipment is design in accordance with API regulations and documents relating to
load path components.

10.3

Factory Acceptance Test Document Kit


Detailed documentation from the factory acceptance test

11.0
11.2

Commercial and Packaging


1

Export Documentation
TESCO will create the following documentation that can be used by the purchaser
or TESCO to export the goods out of Canada.
Original Commercial Invoice (x5) including breakdown of major components, Rig
Up, Accessories & Spares.
Canada Customs Documentation (if required)

11.3

Export Packaging
Product Packaging for international destination
Major components and accessories blocked and braced in sea containers the
number of which are product package dependent. Shipping containers can either
be purchased from or supplied to TESCO. Customer supplied containers MUST
be at the TESCO manufacturing facility no later than the Factory Acceptance Test
date. Accessories and spares packaged and labeled; documentation per
Incoterms 2000.

11.5

Commercial Term (EXW)


EXW (EX Works), Calgary, AB, Canada
TESCO will place the goods at the disposal of the buyer at single TESCO loading

Page 10 of 12

Tesco Corporation

250 Ton EMI 400 HP Top Drive


System

5616 80th Ave. SE


Calgary, AB, T2C 4N5
Phone: 403 692 5700
Fax: 403 692 5710
www.tescocorp.com

Quotation:

Q23515.00

Customer Reference:
Item.

Qty

Part Number/Description

Price/Unit

Total

facility. Goods will not be cleared for export, but will be loaded on any collecting
vehicle by TESCO. The buyer agrees to bear all costs and risks involved in taking
the goods from the sellers premises. TESCO will be responsible for the loading of
the goods on departure and bear the risks and all costs of such loading only.
11.10

$0.00

Shipping Contact:

$0.00

Please Specify

12.0

Terms & Conditions

12.1

Payment
Purchaser agrees to payment terms of - 40% non-refundable down payment to
secure order and 60% due upon ready to ship notification. TESCO will endeavor to
provide pro forma invoice at least 30 days prior to shipment so purchaser can
prepare payment. Unit will not ship until paid in full.

12.2

Delivery
Delivery of the unit as described above Will be loaded for shipping to end
destination no later than May 2010, provided: Full Deposit amount specified in this
quotation is received before quotation expiry date and the unit has not been secured
for sale to another party through a deposit received prior to receipt of deposit for this
agreement.

12.3

Warranty
On all major components per attached Terms and Conditions;
Used equipment warranty will depend upon the level of refurbishment selected.
Please see the exact term and warranty coverage in these sections.

Grand Total:

$1,320,333.09

Page 11 of 12

Tesco Corporation
5616 80th Ave. SE
Calgary, AB, T2C 4N5
Phone: 403 692 5700
Fax: 403 692 5710
www.tescocorp.com

250 Ton EMI 400 HP Top Drive


System
Quotation:

Q23515.00

Customer Reference:

Page 12 of 12

TESCO CORPORATION

EQUIPMENT SALE AGREEMENT


TERMS AND CONDITIONS

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions. In this Agreement, unless the context otherwise requires:


Affiliate means any Person which controls, is controlled by, or is under common control with another Person. A Person
is deemed to control another if it (a) owns directly or indirectly at least fifty percent (50%) of: (i) the shares entitled to vote
at a general election of directors of such other entity or (ii) the voting interest in such other entity if such entity does not
have either shares or directors; or (b) otherwise controls or directs the other Person.
Agreement, hereof, herein, hereunder and other similar expressions refer to the Quotation, these Terms and
Conditions and any attachments or schedules referred to within the Quotation or the Terms and Conditions;
Change Order means a written document signed by the parties that authorizes a change to the specifications of the
Equipment or an addition or deletion of Parts and the effect on the Sale Price and Target Date resulting from the change;
Consequential Damages means all indirect, incidental or consequential losses or damages including, without
limitation, punitive and exemplary damages, loss of earnings or profits, loss of production, loss of value or decrease in
earnings from any goods or property including reserves, loss of use, expenses for lost rig or pipeline time, spread costs, loss
of financial advantage, business interruption or downtime.
Delivery or Deliver means the transfer of physical possession or the right of possession of the Equipment to the
Purchaser or Purchasers agent;
Dollars and the sign $ each means United States of America dollars unless another currency has been specified in the
Quotation;
Equipment means the equipment described in the Quotation and, as the context requires, means the Equipment as a
whole or any Part thereof;
Excluded Taxes means:
(a) Taxes on, based on, measured by or with respect to TESCOs net or gross income, capital, receipts, franchises, excess
profits or conduct of business; and
(b) Taxes imposed in a jurisdiction as a consequence of TESCO carrying on a trade or business or having a permanent
establishment in that jurisdiction or otherwise being organized under the laws of or being a resident in that jurisdiction.
Lien means, with respect to the Equipment, any assignment, mortgage, charge, pledge, lien, hypothec, conditional sale
or title retention agreement, lease, levy, execution, seizure, attachment, garnishment or other encumbrance or security
interest in respect of the Equipment, howsoever arising, including, without limitation, pursuant to applicable law, whether
absolute or contingent, fixed or floating, legal or equitable, perfected or otherwise, in any jurisdiction;
Notice of Delivery means written communication from TESCO to Purchaser that the Equipment will be or has been
Delivered;
Part means, in relation to the Equipment, any appliance, accessory, instrument, engine, appurtenance, furnishing,
module, component, part or other equipment incorporated or installed in or attached to the Equipment upon Delivery;
Person or person means any individual, corporation, partnership, joint venture, trust, legal entity, unincorporated
association, or any other judicial entity or a government, state or agency or political subdivision thereof;
Purchaser means the person identified on the Quotation as the purchaser of the Equipment;
Quotation means the signed document attached to these Terms and Conditions which describes, among other items, the
Equipment, Sale Price and Target Date. The Quotation forms an integral part of this Agreement;
Sale Price means the price of the Equipment and related services in accordance with the Quotation, as modified by
Change Orders and the provisions of this Agreement. The Sale Price will be adjusted from time to time to include all
amounts owing by Purchaser to Seller under this Agreement, including, without limitation, the cost of all Change Orders,
and charges for the storage of the Equipment following Delivery;
Seller means Tesco Corporation, an Alberta, Canada corporation, unless another legal entity is identified as the seller in
the Quotation in which case that legal entity is the Seller;

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TERMS AND CONDITIONS

Target Date means the anticipated date for Delivery in accordance with the Quotation, as modified by Change Orders
and the provisions of this Agreement;
Taxes, Tax or Taxation means and includes, without limitation, all present or future taxes of any nature and
howsoever termed, license and documentation fees, goods and services taxes, levies, fiscal charges, imposts, duties, fees,
assessments, surcharges, withholdings, restrictions, conditions or other charges of whatever nature and however arising
which are imposed, assessed, charged, levied, withheld, deducted, demanded or otherwise applied pursuant to applicable
law by any person at any time, together with all interest thereon and penalties or similar liabilities with respect thereto but
excluding Excluded Taxes; Tax and Taxation shall be construed accordingly;
TESCO means Seller;
TESCOs Plant means TESCOs manufacturing plant located at 5616 80th Avenue S.E., Calgary, Alberta, Canada;
Warranty Period for new Equipment or Parts means the period beginning on the date of Delivery and ending on the
earlier of: (i) fifteen (15) months from the date of Delivery, or (ii) twelve (12) months from the date of Purchasers first use
of the Equipment. For all remanufactured or recertified Equipment the Warranty Period means a period of ninety (90)
calendar days beginning on the date of Delivery. For all used equipment sold As Is, Where Is no Warranty shall be
applicable.
1.2

Headings and Divisions. The division of this Agreement into sections and subsections and the insertion of headings are
for convenience of reference only and shall not affect the interpretation of this Agreement.

1.3

Derivatives, Number and Gender. Any derivative of any of the definitions set forth herein shall have the meaning
appropriate to the derivation of such definition. Words importing the singular number only shall include the plural and vice
versa and words importing the masculine gender shall include the feminine and neuter genders.

1.4

References. References herein to TESCO and Purchaser shall include their successors and permitted assigns.

2.

AGREEMENT TO SELL AND PURCHASE

2.1

Agreement. Subject to the terms and conditions of the Agreement, TESCO agrees to sell to the Purchaser and the
Purchaser agrees to purchase from TESCO the Equipment for the Sale Price.

2.2

Authority. TESCO and Purchaser each represent and warrant they have the legal authority to enter into this Agreement
and that any consent or approval necessary has been obtained and that the person(s) executing the Agreement on behalf of
each party is duly authorized and has the requisite capacity to bind the party he/she represents.

3.

CHANGE ORDERS

3.1

Change Order Process. If Purchaser wishes to alter the specifications, configuration, components or accessories of the
Equipment after this Agreement has been executed, Purchaser must submit a written request to TESCO. TESCO is under
no obligation to accept any request for a change. If TESCO accepts the proposed change, TESCO will prepare a written
Change Order specifying the change and its effect on the Target Date, Sale Price, and other rights or obligations of the
parties. TESCO will then forward the Change Order to Purchaser who must accept the Change Order in writing within
fourteen (14) days of its issuance, or the Change Order will automatically be deemed rejected.

3.2

Minimum Increase. To offset costs associated with creating Change Orders, a minimum increase in the Sale Price of one
thousand dollars ($1,000.00) will be charged for each Change Order prepared by TESCO, regardless of whether accepted
by Purchaser.

3.3

Payment for Change Order. TESCO reserves the right, either to add the cost of the Change Order to the Sale Price, or to
invoice Purchaser for the cost of the Change Order at the time it is issued. If invoiced at the time the Change Order is
issued, TESCO is under no obligation to implement the Change Order until payment for the Change Order has been
received in full.

4.

DELIVERY

4.1

Target Date. TESCO will use reasonable efforts to Deliver the Equipment on or before the Target Date, but will have no
liability for direct or Consequential Damages arising out of a failure to meet the Target Date.

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EQUIPMENT SALE AGREEMENT


TERMS AND CONDITIONS

4.2

Delivery. Delivery will consist of making the Equipment available to the Purchaser or Purchasers agent for pick up at
TESCOs Plant, unless another location for Delivery is specified in the Quotation. Delivery terms are EXW for Purchasers
registered to do business within Canada, and FCA for all other Purchasers (EXW and FCA as such terms are defined in
Incoterms 2000). Delivery will take place upon the date specified in the Notice of Delivery. Upon Delivery, title and risk of
loss or damage to the Equipment are transferred to the Purchaser. TESCO will have no responsibility or liability for the
condition of the Equipment after Delivery except pursuant to the warranty provisions of this Agreement. Unless otherwise
specified in the Quotation, TESCO will not be required to Deliver the Equipment until the Sale Price has been paid in full.

4.3

Inspection. For Equipment to be Delivered at TESCOs Plant, the Purchaser or its designated representative may attend
and observe the final testing of the Equipment at TESCOs Plant prior to Delivery, by providing TESCO with at least
seven (7) days advance notice of its intention to do so, provided, however, that TESCO will not be required to postpone,
delay or reschedule such testing in order to accommodate the Purchaser.

4.4

Rejection of the Equipment. Purchaser may only reject the Equipment if it is materially defective or fails to materially
meet the specifications of this Agreement. Any rejection of the Equipment must: (i) be in writing, (ii) detail the reasons for
rejection, and (iii) be delivered to TESCO prior to Delivery. If TESCO considers that the reasons specified by Purchaser
for any rejection of the Equipment do not conform to the requirements of this Section 4.4, it may proceed as if the purchase
of the Equipment had been cancelled by Purchaser pursuant to Section 10.12 hereof. Upon Delivery, Purchaser is deemed
to have accepted the Equipment, and such acceptance will be considered irrevocable, final and conclusive, so that
TESCOs obligations following Delivery are limited to those contained in the warranty provisions of this Agreement.

4.5

Security Interest. From Delivery until the Sale Price has been fully paid, the Purchaser hereby grants to TESCO a
security interest in the Equipment (and all proceeds thereof) to secure the Purchasers obligation to pay the remaining
portion of the Sale Price. Such security interest includes any form of Lien available to TESCO and applicable in the
jurisdiction where the Equipment is located at any given time. Furthermore, until the Sale Price has been fully paid, the
Purchaser covenants: (a) to keep the Equipment (or any proceeds thereof) free and clear of all security interests, mortgages,
charges, Liens and other encumbrances except as approved in writing by TESCO prior to their creation or assumption; (b)
to inform TESCO of the location of the Equipment at all times; (c) to cooperate with TESCO in the registration by TESCO
of any Lien on the Equipment in any jurisdiction; (d) to pay TESCO all reasonable costs and expenses incurred in
connection with registering and enforcing TESCO's security interest in the Equipment, or any other remedies which
TESCO is entitled to exercise; and (e) not to sell, lease or otherwise dispose of the Equipment or any proceeds thereof,
without the prior written consent of TESCO. The Equipment will be entirely at the Purchaser's risk and will be insured by
the Purchaser with all loss payable to TESCO, between the date of Delivery and the date of full payment of the Sale Price.
In the event of default of any payment, the unpaid balance of the Sale Price will become due and payable immediately, and
TESCO may enter the premises where the Equipment is located and repossess it without further demand, and may resell it
notwithstanding that a part of the Sale Price may have been paid. In the event of any such default, TESCO will be entitled
to exercise any additional rights and remedies available to it at law, in equity, under the Personal Property Security Act of
Alberta, or otherwise arising in any jurisdiction. The Purchaser waives the benefit of any laws which restrict TESCO from
exercising the remedies outlined herein and waives its right to receive a copy of a financing statement, financing change
statement, verification statement or other analogous documents relating to the security interest granted herein.

4.6

Storage. TESCO may, but shall not be required to, store the Equipment for Purchaser following Delivery; however,
Purchaser agrees to hold TESCO harmless for any damage or loss to the Equipment even if caused in whole or in part by
the negligence of TESCO. Equipment left in the possession of TESCO more than fourteen (14) calendar days after
Delivery is subject to a storage fee of one thousand dollars ($1,000.00) per day which will be considered part of the Sale
Price. At its option, TESCO may transfer any Equipment left in the possession of TESCO following Delivery to a storage
facility of its choosing on Purchasers behalf, in which case Purchaser is required to pay the actual storage fees,
transportation costs and other costs incurred (the Storage Costs). In the event and to the extent that TESCO pays such
Storage Costs on Purchasers behalf, Purchaser will be required to pay an additional administrative fee of fifteen percent
(15%) of the Storage Costs, and the Storage Costs (including such fee) will be considered part of the Sale Price. Purchaser
hereby constitutes and appoints TESCO as its agent and attorney in fact for purposes of engaging the services of such a
storage facility, transporting the Equipment to the storage facility, and paying the Storage Costs, all on Purchasers behalf.

5.

PAYMENT OF SALE PRICE

5.1

Payment Terms. Unless otherwise specified in the Quotation, terms of payment are:
(a) a non-refundable down payment of thirty percent (30%) of the initial Sale Price payable within fourteen (14) calendar
days of executing this Agreement; and

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TERMS AND CONDITIONS

(b) the remaining balance of the Sale Price, including any Change Orders, Taxes, storage or shipping fees for which
Purchaser is responsible, payable prior to Delivery.
5.2

Failure to Timely Make the Down Payment. Failure to timely make the down payment will automatically result in the
termination of this Agreement without a requirement of notice to Purchaser and without further liability to TESCO.

5.3

Additional Charges. TESCO reserves the right to invoice Purchaser after Delivery for costs associated with Change
Orders, Taxes, storage fees or costs, shipping fees or other costs for which Purchaser is responsible, whether arising before
or after Delivery, which were not invoiced upon Delivery. All such invoices are due thirty (30) days from the date of
invoice.

5.4

Payment by Wire. All payments will be made by wire transfer per instruction from TESCO.

5.5

Letter of Credit. TESCO may at any time prior to Delivery require Purchaser to provide an irrevocable letter of credit for
the balance of the Sale Price against which TESCO may draw pursuant to the schedule set out in Section 5.1 above. The
terms of such letter of credit and the issuing bank, must be approved by TESCO at its sole discretion prior to opening. The
costs of confirmation, if required by TESCO, and any amendments to the letter of credit will be at Purchasers expense.
Failure to provide such letter of credit within seven (7) days of TESCOs request shall constitute a default as set forth in
Section 5.6.

5.6

Purchaser Default. Purchaser shall be in default if any payment is not made when due or a presentation against the letter
of credit is refused or dishonored. Upon the first occurrence of Purchaser default (excluding the down payment under
Section 5.1(a) above), TESCO will give Purchaser written notice and seven (7) calendar days to cure the default. If
Purchaser fails to cure the default or Purchaser thereafter commits a second act of default, TESCO may, without waiving
any remedy at law, immediately terminate this Agreement by written notice to the Purchaser. Upon such termination
TESCO may retain all amounts previously paid by Purchaser to offset TESCOs sales and administrative cost as well as the
cost of materials and manufacturing for the Equipment all of which the parties agree are direct damages. In addition to the
foregoing, if title to the Equipment has been transferred to Purchaser prior to termination of this Agreement, such title will,
without further notice or action, revert to TESCO who may then retain and use the Equipment or sell the Equipment to
another purchaser without offset, credit or refund to Purchaser.

5.7

Taxes. The Purchaser is responsible for payment of all Taxes in connection with this Agreement other than Excluded
Taxes imposed by Canada. Any Taxes (including Excluded Taxes) imposed, assessed, charged, levied, withheld, deducted,
demanded or otherwise applied in connection with this Agreement by any governmental authority or other person outside
of Canada against TESCO or any officer, director, employee or agent of TESCO are for the Purchasers account and must
be promptly paid directly by the Purchaser to such governmental authority or other person, and the Purchaser hereby
indemnifies, defends, and holds TESCO and its officers, directors, employees and agents harmless against any and all
liability for such Taxes.

6.

REPRESENTATIONS AND WARRANTIES

6.1

Warranty Title. TESCO warrants that Purchaser will have title to the Equipment upon Delivery free from any liens or
claims by third parties.

6.2

Warranty - Equipment.
(a) TESCO warrants, for the Warranty Period, that the Equipment and Parts provided by TESCO hereunder will be
substantially free from defects in materials and workmanship and will conform to the plans or specifications of the
Quotation in all material respects. Liability under this warranty is limited, at TESCOs option, to the replacement or repair
of the defective Equipment or Part upon Purchasers delivery, at Purchasers expense, of the Equipment or Parts DDP
(Incoterms 2000) to TESCOs Plant or such other location as TESCO may direct. TESCO will return the Equipment or
Parts to Purchaser FCA (Incoterms 2000) at the same location. The warranty does not cover the cost of removal or reinstallation of Equipment or Parts claimed to be defective. The warranty period on the repaired or replaced defective
Equipment or Part will be equal to the remainder of the Warranty Period for the original Equipment or Part.
(b) Purchaser may request that TESCO dispatch a technician to the location of the Equipment to perform repairs;
however, Purchaser agrees that all charges for technician services and parts must be paid by Purchaser in full without
offset. After payment for services and parts, Purchaser may make a claim for reimbursement for the cost of parts
determined by TESCO to be defective and which are covered by warranty.

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6.3

EQUIPMENT SALE AGREEMENT


TERMS AND CONDITIONS

Limitations and Restrictions on Warranty. This warranty does not apply to any consumables sold as part of or in
conjunction with the Equipment. Furthermore, this warranty is applicable only if:
(a) the defect occurred under normal use and service;
(b) the defect arose from faulty workmanship or materials;
(c) Purchaser notified TESCO in writing by letter or fax of the defect within thirty (30) days of its discovery by Purchaser;
and
(d) the Equipment is properly employed in the use for which it is intended and maintained in accordance with any TESCO
operation, maintenance and service manuals.
This warranty is void: (i) if the Equipment is repaired or serviced by a service facility which was not authorized by
TESCO; (ii) if replacement parts not supplied by TESCO have been installed in the Equipment; (iii) if modifications are
made to the Equipment that are not approved by TESCO; or (iv) if the Equipment is used in violation of Section 7.2 or
Section 9 below.

6.4

Non-TESCO Components. Any Parts supplied by persons other than TESCO are not covered by TESCOs warranty, but
only by such warranty as their supplier or manufacturer gives.

6.5

Sales without Warranty. If the Warranty Period is described in the Quotation as not applicable or is described in some
other fashion indicating that no such warranty is being granted, then the foregoing provisions of this Section 6 do not apply
and the Equipment is being sold by TESCO to the Purchaser As Is, Where Is.

6.6

Disclaimer. Except as expressly provided herein, TESCO makes no representation, warranty or guarantee of any kind
whatsoever, express or implied, as to the title, value, condition, merchantability, design, operation, serviceability, or fitness
for use for any purpose of the Equipment or any Part thereof, nor any other representation, warranty or guarantee of any
kind whatsoever (arising by law or otherwise), express or implied, with respect to the Equipment or any Part thereof. In
particular, but without limiting the generality of the foregoing, TESCO makes no warranty that the Equipment or any Part
thereof complies with or conforms to the statutory requirements of any jurisdiction other than Alberta, Canada. It is the
responsibility of the Purchaser to inspect the Equipment and to satisfy itself as to the condition, quality, suitability and
fitness of the Equipment for the Purchaser's purposes.

6.7

Liability. It is agreed that all risks incidental to the use and operation of the Equipment are to be borne by the Purchaser,
and the Purchaser agrees to release, indemnify, defend and hold TESCO and its Affiliates and the officers, directors,
employees, representative and agents of each (Indemnified Parties) harmless from and against all such risks and any
claims arising in connection with such risks. The Indemnified Parties will have no obligation or liability for any direct or
indirect damages, loss of use, revenue or profit or any other incidental or Consequential Damage arising in relation to the
use or operation of the Equipment or any Part thereof, REGARDLESS OF CAUSE OR THEORY OF LIABILITY,
INCLUDING THE NEGLIGENCE (SOLE OR CONCURRENT, ACTUAL OR IMPUTED), STRICT LIABILITY,
OR CONTRACTUAL OR OTHER LIABILITY OF THE INDEMNIFIED PARTIES.

7.

COMPLIANCE WITH EXPORT CONTROLS

7.1

Sale Conditional on Export Legality and Approvals. TESCO is subject to laws and regulations that govern the export of
goods and services, including the laws of Canada and the United States. This Agreement is conditional upon: (i) full
compliance of this Agreement with all applicable export control laws and regulations; (ii) TESCO meeting all applicable
requirements and obtaining all necessary permits and approvals pursuant to export control laws and regulations. Both
during and after the Warranty Period, TESCO has no obligation to service or to supply parts for Equipment where in
TESCOs sole opinion such actions would violate applicable export controls or other laws.

7.2

Undertaking Regarding Re-Export. The Equipment may include commodities, technology or software that has been
exported originally from the United States in accordance with the U.S. Export Administration Regulations. The Purchaser
expressly warrants that the Equipment will not be diverted, transshipped, reshipped or re-exported contrary to these
Regulations, or otherwise contrary to the laws of the United States or Canada, and that it will not do any act or resell any
item in violation of such laws. The warranty on any Equipment or Part that is in TESCOs sole opinion transshipped in
violation of this provision is void.

8.

INTELLECTUAL PROPERTY
Purchaser acknowledges that the Equipment (including any discrete part(s) thereof) and its operations manuals may contain

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TERMS AND CONDITIONS

trade secrets, patents, inventions, ideas of inventions, copyrights, know-how, trademarks, and trade names (Intellectual
Property), including but not limited to design elements and descriptions of methods and processes, that were developed,
conceived, or reduced to practice by TESCO. Purchaser agrees that such Intellectual Property is the sole and exclusive
property of TESCO, and that it will not reproduce or make additional copies of TESCOs operations manuals or make,
manufacture, reverse engineer, alter or otherwise modify the Equipment or any discrete part(s) thereof, nor will it assist any
third party to do so, anywhere in the world, without the prior written consent of TESCO. In particular, without limiting the
foregoing, Purchaser will not use such Intellectual Property to guide a search of publicly available information, selecting a
series of items of knowledge from unconnected sources, and then fitting them together to create other products or
applications. All right, title and interest in and to any Intellectual Property disclosed by, embedded in or necessary for the
operation of the Equipment remain at all times with TESCO and its suppliers and Purchaser shall acquire no right
whatsoever to all or any part of such Intellectual Property except the right to use same in connection with the operation of
the Equipment (for which a limited license is hereby granted), nor shall any Intellectual Property be divulged to any third
party without TESCOs prior written consent.
9.

EQUIPMENT USE

9.1

Restriction on Resale and Rental. TESCO sells the Equipment to Purchaser for Purchasers use only and not for resale or
rental (unless and to the extent that the Equipment is sold or rented by Purchaser to a third party in conjunction with the
sale, rental or lease to such third party of Purchasers drilling rig or platform on which the Equipment is installed). Resale
of the Equipment or use of the Equipment for rental purposes without TESCOs written consent will be in breach of this
Agreement, will void the warranty on the Equipment, and may result in the refusal by TESCO to service, repair or sell
spare parts for the Equipment.

9.2

Repurchase Right. TESCO retains a right of first refusal to repurchase the Equipment should Purchaser offer to sell (or
lease with a purchase right) the Equipment to any party, excluding an Affiliate of Purchaser. If Purchaser intends to sell the
Equipment, Purchaser must give TESCO advance written notice of the sale and the terms and price for the Equipment.
TESCO will then have fourteen (14) calendar days to tender an offer to Purchaser to purchase the Equipment on
substantially the same terms as those given by Purchaser to the third party or at TESCOs option, at fair market value.
Should TESCO fail to give written notice to Purchaser within the notice period of TESCOs intent to purchase the
Equipment, Purchaser may sell the Equipment to the third party.

9.3

Use Violation and Warranty. Any sale of the Equipment by Purchaser without complying with this Section 9 is a breach
of this Agreement and further renders the warranty on the Equipment void.

10.

MISCELLANEOUS

10.1 Amendments. This Agreement may not be amended or modified except by a duly authorized and executed document in
writing between the parties hereto which references this Agreement by Quotation number and date and specifically states it
is an amendment to this Agreement. This Agreement may not be amended or modified by the terms and conditions of any
purchase order, confirming document or pre-printed terms from Purchaser even if such document is acknowledged by
TESCO or purports to supersede prior written agreements between TESCO and Purchaser as to sale and purchase of the
Equipment.
10.2 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
10.3 Notices. Every notice, request, demand or other communication under this Agreement shall be in writing in the English
language and shall be sent by courier or telefax, as to each party hereto, to it at its address set forth on the face page of the
Quotation or at such other address as shall have been or be designated by it in a written notice to the other party hereto. All
such notices, requests, demands, and other communications shall be marked to the attention of the person indicated on the
face page of the Quotation as the TESCO Contact or the Purchaser Contact, as applicable, and shall be deemed to have
been given when delivered or sent, as the case may be.
10.4 Expenses. Except as otherwise provided herein, each party agrees to pay its own expenses incurred in connection with the
transactions contemplated by this Agreement, including without limitation any legal fees.
10.5 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the
Province of Alberta and the federal laws of Canada applicable therein. The parties do hereby irrevocably and

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TERMS AND CONDITIONS

unconditionally submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Alberta in connection
with any disputes or other matters arising out of or in connection with this Agreement. The United Nations Convention on
Contracts for the International Sale of Goods (1980) or any successor thereto shall not apply to this Agreement.
10.6 Force Majeure. Excluding the obligations of Sections 5.1, 5.2 and 6.7, each party hereto shall be excused from the
performance of its obligations hereunder from time to time and at any time, but only for so long as it is prevented from
performance by an occurrence beyond the control and without the fault or negligence of the party affected and which said
party is unable to prevent or provide against by the exercise of reasonable diligence including, but not limited to acts of
God, compliance with any law, rule, regulation, order, request, recommendation or requirement of any governmental
authority, body or agency (including but not limited to laws, rules, regulations or other requirements relating to the import
and export of goods), war, riot, rebellion, sabotage, act of terrorism, flood, fire, unusually severe weather that could not
reasonably have been anticipated, explosion and strike or other labour or supply disturbance (Force Majeure). The
provisions of the Contract shall not be construed as requiring either party hereto to accede to the demands of labour and
labour unions that it considers unreasonable.
10.7 Successors and Assigns. This Agreement shall be binding upon and enure to the benefit of the Purchaser, TESCO and
their respective successors and permitted assigns. The Purchaser may not assign any of its rights or transfer or purport to
transfer any of its obligations hereunder without the prior written consent of TESCO. TESCO may assign any of its rights
or transfer any of its obligations hereunder without the prior written consent of the Purchaser.
10.8 Further Assurances. Subject to the limitations otherwise provided herein, the parties shall from time to time do and
perform such other and further acts and execute and deliver any and all further agreements and instruments as may be
required by law or reasonably requested by any other party hereto to carry out and effect the intent and purposes of this
Agreement.
10.9 Receipt of Agreement. The Purchaser hereby acknowledges receipt of an executed copy of this Agreement.
10.10 Sole and Entire Agreement. This Agreement is the sole and entire agreement between the Purchaser and TESCO in
relation to the sale and purchase of the Equipment, and supersedes all previous agreement in relation to that sale and
purchase.
10.11 Counterparts and Execution. This Agreement may be executed by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such counterparts shall together constitute one
and the same agreement. This Agreement may be executed and delivered by facsimile in accordance herewith, which when
so executed and delivered shall constitute a binding agreement.
10.12 Cancellation by Purchaser. If the Purchaser at any time cancels the purchase described in this Agreement before
Delivery, the Purchaser shall pay to TESCO immediately on demand, the greater of the full cost incurred by TESCO up to
cancellation in connection with this Agreement or a cancellation fee equal to the amount paid by Purchaser prior to the date
of cancellation. In the event TESCOs costs exceed the amount paid by Purchaser prior to cancellation, TESCO shall
provide a full accounting of all costs incurred and such amount shall be conclusive and binding on the Purchaser. If
Purchaser fails to pay the said costs on demand, TESCO shall be entitled further to interest on said costs of the lesser of
eighteen percent (18%) per annum, compounded quarterly, or the maximum rate allowed by law to the date of receipt of
the said moneys both before and after judgment plus all collection costs incurred by TESCO including reasonable legal
fees.
10.13 Non Waiver. The failure of either party to demand strict performance of the terms hereof or to exercise any right conferred
hereby shall not be construed as a waiver or relinquishment of its right to assert or rely on any such term or right in the
future.
10.14. Survival. All warranties, remedial obligations, indemnities and confidentiality rights and obligations provided herein shall
survive the expiration, cancellation or termination of this Agreement, except as may otherwise be expressly provided
herein.
10.15 Order of Precedence. The terms of the Quotation shall take precedence over these Terms and Conditions and all
schedules and attachments, to the extent of any conflict or inconsistency. With regard to installation services only, the
terms of Attachment 1 Installation Services shall take precedence over these Terms and Conditions to the extent of any
conflict or inconsistency.
10.16 Non-Solicitation. For a period of eighteen (18) months following the date of this Quotation, Purchaser shall not, directly
or indirectly, solicit, influence, or induce, or attempt to solicit, influence, or induce, any employee of TESCO to terminate
Equipment Sale Agreement
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TESCO CORPORATION

EQUIPMENT SALE AGREEMENT


TERMS AND CONDITIONS

his or her employment with TESCO, or recruit, hire or assist in the recruitment or hiring of any such employee by any
person, association, or entity not affiliated with TESCO.

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TESCO CORPORATION

EQUIPMENT SALE AGREEMENT


TERMS AND CONDITIONS
Attachment 1 Installation Services

1.
Installation Services. If agreed between the parties, TESCO may provide the Purchaser with the services of a qualified
technician to provide guidance and assistance in the installation of the Equipment and provide on-site training for rig crews in the
proper operation of the Equipment (Services). The labour cost for this technician will be at the Purchasers expense at the rates
set out in the Quotation. All associated air travel and other transportation, accommodation, meals and other expenses will be at
Purchasers expense. The travel time shall be included in the installation and training period (e.g. one (1) days travel to location
plus training plus one (1) days return from location). The Services shall be provided solely with respect to the Equipment which
is the subject of this Agreement, and are not transferable to another sale. Purchaser shall provide TESCO with at least four (4)
weeks advance written notice with respect to request for installation Services on new equipment installations at rig site.
Installation Services are limited to a twelve (12) hour shift per day. Two (2) technicians are required for twentyfour (24) hour
support.
2.
Services of Additional Technician. Subject to personnel availability, TESCO will provide at Purchasers request an
additional TESCO technician for on-site training of Purchaser personnel. The cost for such technician will be at Purchaser
expense, at TESCOs quoted rate.
3.
Additional Purchaser Training. TESCO offers additional training and system familiarization for Purchaser designated
representatives, at Purchaser cost. Further information on this training, including training schedules, may be found at on TESCOs
website at www.tescocorp.com.
4.
Liabilities and Indemnities. The following provisions apply to claims arising out of or related to the Services provided
by TESCO pursuant to this Attachment 1.
4.1
Indemnified Parties. As used herein, TESCO Indemnified Parties means TESCO and all of its subsidiary and
affiliated companies of any tier, sub-contractors employed by TESCO and its and their directors, officers, employees, agents and
invitees; Purchaser Indemnified Parties means Purchaser and all its subsidiary and affiliated companies of any tier, its
customer, its equipment suppliers, its other contractors working at the site where the Equipment is located or installed, and its and
their directors, officers, employees and agents.
4.2

Personnel.

(a) Except as otherwise expressly provided herein, TESCO shall be responsible at all times for and shall indemnify and hold
harmless Purchaser Indemnified Parties from, costs and claims arising out of loss of life or personal injury to TESCO Indemnified
Parties REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE, JOINT, CONCURRENT, ACTIVE
OR PASSIVE OR OTHERWISE OF PURCHASER INDEMNIFIED PARTIES.
(b) Except as otherwise expressly provided herein, Purchaser shall be responsible at all times for and shall indemnify and hold
TESCO Indemnified Parties harmless from, costs and claims arising out of loss of life or personal injury to Purchaser Indemnified
Parties REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE, JOINT, CONCURRENT, ACTIVE
OR PASSIVE OR OTHERWISE OF TESCO INDEMNIFIED PARTIES.
4.3

Property.

(a) Except as otherwise expressly provided herein, TESCO shall be responsible for, and shall indemnify and hold harmless
Purchaser Indemnified Parties from, all costs and claims as a result of loss of or damage to property or property rights belonging
to TESCO Indemnified Parties, REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE, JOINT,
CONCURRENT, ACTIVE OR PASSIVE OR OTHERWISE OF PURCHASER INDEMNIFIED PARTIES.
(b) Except as otherwise expressly provided herein, Purchaser shall be responsible for, and shall indemnify and hold harmless
TESCO Indemnified Parties from, all costs and claims as a result of loss of or damage to property or property rights belonging to
Purchaser Indemnified Parties, REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE, JOINT,
CONCURRENT, ACTIVE OR PASSIVE OR OTHERWISE OF TESCO INDEMNIFIED PARTIES.
4.4
Transportation. When, in connection with the Services provided hereunder, property of TESCO Indemnified Parties is
being transported by conveyance belonging to, contracted by or arranged for by Purchaser, or such property is otherwise in the

Equipment Sale Agreement Attachment 1


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Purchaser

TESCO CORPORATION

EQUIPMENT SALE AGREEMENT


TERMS AND CONDITIONS
Attachment 1 Installation Services

care of or being operated or controlled by Purchaser, Purchaser shall be responsible for and shall indemnify and hold harmless
TESCO Indemnified Parties from and against all costs, claims, or damages resulting from loss of or damage to TESCO
Indemnified Parties property regardless of the joint, sole, concurrent, active or passive negligence of any party but subject to the
negligence of TESCO Indemnified Parties.
4.5
Blowout and Rupture. Notwithstanding anything herein to the contrary, Purchaser shall at all times be liable for death
of or bodily injury to, or loss of or damage to property belonging to all persons, including TESCO Indemnified Parties, incidental
to or resulting from the rupture of a pressure vessel, pipework, containment device or pipeline or blowout or other loss of control
of a well, and for all costs of regaining control of any rupture, blowout or other loss of control, loss of well, subsurface damage,
reservoir damage or surface damage resulting from subsurface damage; and in addition, Purchaser shall defend, indemnify and
hold harmless TESCO Indemnified Parties from all costs and claims arising from such bodily injury, death or property loss,
REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE, JOINT, CONCURRENT, ACTIVE,
PASSIVE OR OTHERWISE OF TESCO INDEMNIFIED PARTIES. Where Purchaser is liable for property or equipment
hereunder, Purchaser shall reimburse TESCO Indemnified Parties the amount of the then current repair cost, or the full new
replacement cost, as the case may be.
4.6
TESCOs Pollution. TESCO shall be liable at all times for, and shall defend, indemnify and hold harmless Purchaser
Indemnified Parties from, all costs and claims on account of pollution or contamination which originates from spills of TESCO
products, fuels, lubricants, motor oils, or other materials that are wholly in the possession and control of TESCO and directly
associated with TESCO equipment and operation REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE,
JOINT, CONCURRENT, ACTIVE, PASSIVE OR OTHERWISE OF PURCHASER INDEMNIFIED PARTIES OR
HOWSOEVER ARISING.
4.7
Other Pollution. Purchaser shall be liable at all times for and shall defend, indemnify and hold TESCO Indemnified
Parties harmless from, all costs and claims on account of all other pollution or contamination not referred to in Subsection 4.6
hereof including, but not limited to, contamination in any way connected with the use of radioactive material in the wellbore,
pollution from slush pit breakage or seepage, fire, blowout, cratering, or any other uncontrolled flow of oil, gas, water or other
substance as well as the use or disposition of chemically treated drilling fluids, cuttings or lost circulation materials or fluids or
items or equipment in the possession and control of Purchaser and directly associated with Purchasers equipment or facilities
REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE, JOINT, CONCURRENT, ACTIVE,
PASSIVE OR OTHERWISE, OF TESCO INDEMNIFIED PARTIES.
4.8
Third Parties. Subject to the specific indemnity provisions hereof, losses to Third Parties and their personnel and
property shall be governed according to law and any finding or apportionment of negligence between the parties. For the purpose
of this Subsection 4.8, the term Third Parties shall mean all parties other than Purchaser Indemnified Parties and TESCO
Indemnified Parties.
4.9
Consequential Damages. Neither TESCO nor Purchaser nor their Indemnified Parties shall be liable to the other
hereunder for any Consequential Damages.

Equipment Sale Agreement Attachment 1


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