Richard Lionberger

• Transactions: Purchase and Sale transactions; offshore drilling and service contracts; joint ventures; construction and repair contracts;
• Corporate: Formed and maintained companies established in Delaware, Texas, British Virgin Islands, Cayman Islands.
• Maritime: Represented lenders and borrowers in connection with vessel financing involving offshore drilling rigs, offshore supply vessels and riverboat casinos. Provided insurance advice to owners, operators and lenders.
• International: Handled contracts for companies or operations in Angola, Australia, Brazil, India, New Zealand, Malaysia, Nigeria, United Arab Emirates, United States of America.
• Dispute Resolution: Involved in international oil and gas sector disputes or related matters under the laws of Brazil, Delaware, England and Wales, India, General Maritime Law, Texas.

Description of Representative Experience:

• Assisted a Brazilian client successfull navigate the maze of bankruptcy proceedings in Delaware commenced by the owner of the Peregrine I, a deepwater drillship operated by the Brazilian client.
• Negotiated settlement of an indemnity claim from an oil company customer of an engineering company client that could otherwise have put the client out of business.
• Acting for the buyer, handled the acquisition of the DB60, a 34,000 ton offshore pipelay barge.
• Acted as maritime counsel for a lender faced with a requirement to quickly close a loan for a borrower coming out of bankruptcy, and within ten days placed first preferred ship mortgages and related security on 234 vessels registered under the flag of five different jurisdictions to secure a US$225,000,000 credit facility.
• Acting as maritime counsel to the lender, handled placing first preferred ship mortgages and related security on 57 offshore drilling vessels to secure a US$200,000,000 credit facility.
• Acting as counsel for the operator, negotiated a transaction under which the client operated a deepwater drillship offshore Brazil.
• Acting as counsel for the operator, negotiated a transaction under which the client operated a flotel offshore Brazil.
• Acted for the buyer in connection with the acquisition of a business involved in large cranes and other heavy lifting equipment.
• Acted as counsel for the organizer of a joint venture to own and operate a deepwater drillship in Brazil.
• Acting as counsel for the charterer, handled the chartering of offshore supply vessels in connection with the client’s oilfield cementing, acidizing and other downhole services business.
• Acting for the seller handled the sale of jackup drilling rigs.
• Acted as counsel for the oil and gas company in connection with negotiation of an offshore drilling contract for a jackup in Nigeria.
• Acted as counsel for the operator in connection with negotiation of offshore drilling contracts for operations in New Zealand.
• Acted as counsel for the drilling contractor in connection with negotiation of offshore drilling contracts in the U.S., Venezuela, Nigeria, Indonesia, Malaysia, U.K., Chile, Argentina, Brazil, Cameroon, Australia, China and other jurisdictions.
• Acting for the buyer, handled the purchase of the CHEYENNE, a 7700 ton pipelay/derrick barge and support vessels.
• Acted for an oilfield service company in connection with negotiation of cementing and other downhole services in India using offshore supply vessels chartered from the client to an oil and gas operator.

National-Oilwell, Inc. (NYSE:NOI), Houston, Texas – 1998 to 1999
Vice President, General Counsel and Secretary

Description of Representative Experience:

• Served as general counsel and secretary of the company listed on the New York Stock Exchange. Coordinated public company filings and provided general corporate services.
• Handled severance agreements between the company and senior officers.
• As general counsel had legal responsibility for mergers and acquisitions,
• including the acquisition of assets of Dosco and other companies.

Diamond Offshore Drilling, Inc. (NYSE:DO), Houston, Texas 1992 to 1998
Vice President, General Counsel and Secretary

Description of Representative Experience:

• As general counsel, represented the company in connection with the Company’s Initial Public Offering.
• As general counsel, represented the company in connection with the acquisition of ownership of the self-propelled semi-submersible drilling vessel OCEAN ALLIANCE from joint venture partners and the acquisition of the semisubmersible drilling vessel SEA EXPLORER from British Petroleum.
• Supervised a personal injury and property damage claims handling group of 7 professionals.
• Successfully negotiated with a quadriplegic claimant and insurers to reach a mutually agreeable multi-million dollar settlement of all claims resulting from the claimant’s on the job accident.
• Handled public company corporate secretary duties, including organizing annual shareholder meetings and liaising with the board of directors.
• As general counsel, represented the company in connection with Arethesa (Off-Shore) Limited, a major offshore drilling contractor.

Private Practice of Law Lionberger & Associates, Sugar Land and Houston, Texas – 1985 to 1992
Areas of Practice: Transactions: Corporate; Maritime; International

Description of Representative Experience:

• Represented management group of a valve distribution company in the management buyout of the company;
• Represented a land drilling contractor in restructuring of the company’s debt;
• Acted as interim general counsel of Kaneb Services, Inc.
• Advised owners and operators of offshore drilling vessels regarding offshore drilling contracts, supply vessel charters, towing contracts and other operational contracts;

Kaneb Services, Inc. (NYSE:KAB) and Subsidiaries – 1980 to 1985
Kaneb Services, Inc., Sugar Land, Texas – 1984 to 1985
Attorney

Description of Representative Experience:

• Advised Kaneb subsidiaries in connection with management of the United States strategic petroleum reserve;
• General attorney for Diamond M Company;
• Advised subsidiary involved in construction projects regarding construction contracts;

Diamond M Company, Sugar Land, Texas – 1983 to 1984
Vice President, Contracts and Marketing

Description of Representative Experience:

• Commercial responsibility for pricing and marketing the Company’s inland barge, jackup, and semisubmersible drilling vessels worldwide;
• Commercial responsibility for negotiating contracts for the Company’s drilling vessels worldwide;

Kaneb Services, Inc., Sugar Land, Texas – 1982 to 1983
Attorney

Description of Representative Experience:

• Advised Kaneb subsidiaries in connection with management of the United States strategic petroleum reserve;
• General attorney for Diamond M Company;
• Advised subsidiary involved in construction projects regarding construction contracts;

Diamond M Company, Houston, Texas – 1980 to 1982
Vice President-Legal

Description of Representative Experience:

• • Negotiated contracts for the construction of inland and offshore drilling vessels, including barge rigs, jackups and semisubmersibles;
  • Established corporate structure, subsidiaries or branches in Nigeria, Ivory Coast, Chile, Argentina, Brazil and Cabinda;
  • Negotiated labor union contracts in Nigeria and Australia;
  • Negotiated sale contract for a drillship;
  • Negotiated drilling contracts in Chile, Brazil, Argentina, Nigeria, Cabinda, Gabon and other countries;
  • Liaised with California environmental groups in connection with the Company’s semisubmersible vessels operating offshore California;

Conoco, Inc., Houston, Texas – 1975 to 1977
Drilling Engineer

Description of Representative Experience:

• A member of Conoco’s Production Engineering Services Group based in Houston, Texas but assigned to projects worldwide as needed;
• Assigned to Conoco’s subsidiary, Dubai Petroleum Company from February 1975 to May 1975, designing wells and supervising drilling operations from tender assisted drilling rigs in the Fateh Field offshore Dubai;
• Assigned to Conoco’s subsidiary, Conoco Idrocarburi, in Rome Italy from May, 1975 to July 1975 as drilling engineer and company representative on a drillship drilling an exploratory well offshore Sicily, based in Syracusa, Sicily;
• Assigned to the Casper, Wyoming office of Conoco, drilling a well in the Powder River basin of Wyoming during July, 1975;
• Assigned to Dubai Petroleum Company from July, 1975 through November, 1975, supervising drilling of relief wells for a hydrogen sulfide blowout in the Fateh Field, offshore Dubai, with three drilling rigs, two jackups and a shipshape barge, including supervising kill operations with barge mounted pumping installations;
• Assigned to Conoco’s UK subsidiary from January, 1976 through December, 1976 based in Dundee, Scotland, performing drilling engineering services in connection with the Company’s North Sea drilling operations and supervising drilling operations as Company Representative from semisubmersibles drilling vessels;
• Assigned to Conoco’s UK subsidiary from January 1977 through May 1977, based in London, England, performing a North Sea pore pressure analysis to better predict pore pressures during drilling;
• Assigned to Conoco’s Lake Charles office from May to June 1977 supervising drilling operations from a semisubmersible drilling vessel in the U.S. Gulf of Mexico

Pennzoil Company, Lafayette, Louisiana, Houston, Texas – 1972 to 1975
Petroleum Engineer

Description of Representative Experience:

• Based in Lafayette, Louisiana from May 1972 to October 1973, served as Company Representative on platform rigs in Eugene Island Block 330, supervising drilling operations and simultaneous production, and supervising completion operations, including gravel packing;
• From October 1973 to April 1974 assigned to Pennzoil Nederland and based in The Hague, Netherlands, supervising drilling operations from the jackup rig, Orion, in the Dutch North Sea and performing drilling engineering services for the company;
• Based in Lafayette, Louisiana from April to July 1974, served as Company Representative on a jackup and drillship operating in the U.S. Gulf of Mexico;
• Based in Houston Texas from July, 1974 to February 1975, performed reservoir and production engineering services in connection with the Company’s Gulf of Mexico production and prospects.