                        REVISED JULY 1, 2002
               IN THE UNITED STATES COURT OF APPEALS

                         FOR THE FIFTH CIRCUIT

                         _____________________

                             No. 01-30642
                         _____________________

     RODNEY SUMRALL, Etc
                                           Plaintiff

          v.

     ENSCO OFFSHORE CO
                                           Defendant

     _______________________________________________________

     SANTA FE ENERGY RESOURCES INC
                                           Plaintiff - Appellee

          v.

     PREMIERE, INC; ET AL
                                           Defendants
     PREMIERE INC
                                           Defendant - Appellant

_________________________________________________________________

          Appeal from the United States District Court
              for the Western District of Louisiana

_________________________________________________________________
                           May 9, 2002
Before KING, Chief Judge, and REAVLEY and WIENER, Circuit Judges.

PER CURIAM:

     Plaintiff Santa Fe Energy Resources, Inc. seeks

indemnification from defendant Premiere, Inc. for a tort claim

filed by an injured employee of Premiere against a third-party

contractor of Santa Fe.     The district court granted summary
judgment in favor of Santa Fe.     For the following reasons, we

AFFIRM.

                 I.   FACTUAL AND PROCEDURAL HISTORY

     On September 27, 1999, Rodney Sumrall, an employee of

defendant Premiere, Inc. (“Premiere”) was working on a drilling

rig jack-up vessel owned by defendant Ensco Offshore Co.

(“Ensco”).   On that day, Sumrall was injured when a crane

operator, an employee of Ensco, swung the basket of a crane

carrying Sumrall into a pole, thus knocking Sumrall to the deck

of the Ensco rig.     On September 18, 2000, Sumrall filed a tort

action in federal district court against Ensco under the general

maritime law.

     At the time of the accident, plaintiff Santa Fe Energy

Resources, Inc. (“Santa Fe”) was the operator on the drilling

operation.   Santa Fe had a contractual relationship with Ensco,

in accordance with the terms of which Ensco would provide the

drilling rig vessel and drilling services.     The Ensco-Santa Fe

contract required indemnification by Santa Fe for claims brought

against Ensco by employees of Santa Fe and of Santa Fe’s

contractors.    Santa Fe contracted separately with Premiere for

Premiere to provide casing and other services on the same

drilling operation.     The Premiere-Santa Fe contract likewise

required some indemnification between the parties for claims




                                   2
brought by their respective employees.       Premiere and Ensco had no

contract between them.

       The parties do not dispute that Santa Fe’s contract with

Ensco obligated Santa Fe to indemnify and defend Ensco against

claims brought by any Premiere employee such as Sumrall.

Pursuant to that agreement, Santa Fe did assume defense of Ensco

against Sumrall’s claim.       Then, pursuant to the indemnification

agreement between Premiere and Santa Fe, Santa Fe demanded

indemnification and defense in turn from Premiere because a

Premiere employee filed the original tort suit.       Premiere

refused.

       Santa Fe filed suit to compel Premiere to indemnify Santa Fe

pursuant to their contract.       Santa Fe and Premiere then filed

cross-motions for summary judgment.       On April 12, 2001, the

district court denied Premiere’s motion.1       At the same time, the

district court granted Santa Fe’s motion, thus ordering Premiere

to provide defense, indemnification, and attorney fees to Santa

Fe.2       Premiere filed a motion for reconsideration of the summary

       1
          Prior to Santa Fe’s suit, Ensco had filed a third-
party claim demanding indemnification for obligations arising
from Sumrall’s claim based on the contract between Santa Fe and
Premiere. Ensco, Santa Fe, and Premiere cross-moved for summary
judgment on Ensco’s third-party demand. On March 14, 2001, the
district court consolidated Sumrall’s and Ensco’s claims. On
April 12, the court denied Ensco’s motion for summary judgment
and granted summary judgment in favor of Premiere, dismissing
Ensco’s third-party claim. That judgment was not appealed.
       2
          The contract between Santa Fe and Premiere entitles
Santa Fe to indemnity and defense from Premiere for covered

                                     3
judgment in favor of Santa Fe, which the district court denied on

May 9, 2001.3    Premiere now timely appeals the district court’s

summary judgment in favor of Santa Fe.

                        II. STANDARD OF REVIEW

     This court reviews summary judgment de novo, applying the

same standards as the district court.      Chaney v. New Orleans Pub.

Facility Mgmt., Inc., 179 F.3d 164, 167 (5th Cir. 1999).      Summary

judgment is appropriate when there is no genuine issue as to any

material fact, and the moving party is entitled to judgment as a

matter of law.    FED. R. CIV. P. 56(c).

          III.   PREMIERE’S AGREEMENT TO INDEMNIFY SANTA FE

     A.   Premiere’s Agreement to Indemnify Santa Fe for
          Contractual and Other Legal Duties

     Premiere contends that our decision in Corbitt v. Diamond M.

Drilling Co., 654 F.2d 329 (5th Cir. 1981), in which we denied

indemnification to a contractor situated similarly to Santa Fe,

controls the instant case and thus that the district court erred

in finding that Premiere must indemnify Santa Fe.     In Corbitt, we

explained that a “contract of indemnity should be construed to

cover all losses ... which reasonably appear to have been within

the contemplation of the parties, but it should not be read to


obligations. Indemnity and defense are referred to under the
umbrella term of indemnification henceforth in this opinion.
     3
          On June 5, 2001, the district court entered final
judgment pursuant to its April 12 summary judgment order and, for
a second time, denied Premiere’s motion for reconsideration.

                                  4
impose liability for those losses ... which are neither expressly

within its terms nor of such character that it can be reasonably

inferred that the parties intended to include them within the

indemnity coverage.”       Id. at 333.   A close reading of Corbitt,

however, indicates that the indemnification provision at issue in

that case was less broadly drafted than, and thus is

distinguishable from, the indemnification provision outlining

Premiere’s obligation to Santa Fe, which provision appears as

Section 15.1 of the Premiere-Santa Fe contract.        See id. at 331-

34.4       Moreover, recent decisions by this court in cases involving

       4
             Section 15.1 reads in relevant part:

            15.1 [Premiere] agrees to protect, defend,
       indemnify, hold, and save [Santa Fe] and its ...
       employees ... contractors and subcontractors, and all
       their ... employees ... harmless from and against all
       claims, losses, costs, demands, damages, suits, ... and
       causes of action of whatsoever nature or character ...
       and whether arising out of contract, tort, strict
       liability, unseaworthiness of any vessel,
       misrepresentation, violation of applicable law and/or
       any cause whatsoever, including, but not limited to,
       reasonable attorney’s fees and other costs and
       expenses, without limit and without regard to the cause
       or causes thereof, which in any way arise out of or are
       related to this Contract (including, without
       limitation, the performance or subject matter of this
       Contract) and which are asserted by or arise in favor
       of [Premiere] or any of its agents, representatives, or
       employees, or [Premiere’s] subcontractors or any of
       their employees (and/or their spouses or relatives) due
       to bodily injury, death, or loss of or damage to
       property, or any cause whatsoever ... whether or not
       caused by the sole, joint, and/or concurrent
       negligence, fault, strict liability, breach of
       contract, or legal duty of [Santa Fe] or any other
       party indemnified hereunder, the unseaworthiness of any
       vessel, or any cause whatsoever ....

                                     5
provisions more analogous to Section 15.1, and which build on our

reasoning in Corbitt, indicate that the district court correctly

determined that Premiere owes indemnification to Santa Fe based

on their agreement in Section 15.1.

        In Corbitt, Shell Oil contracted with two companies, Diamond

M. and Sladco, to work on a drilling operation.        Id. at 331.

When an injured employee of Sladco sued Diamond M. in tort,

Diamond M. sought indemnification from Shell Oil pursuant to

their contract.       Id.   Shell Oil then filed a third-party action

seeking indemnification in turn from the employer of the injured

plaintiff, Sladco, pursuant to their contract.        Id.   Thus, in

Corbitt, Shell Oil was situated similarly to Santa Fe in the

instant case.       Likewise, defendant Diamond M. and the injured

plaintiff’s employer, Sladco, which maintained no contract

between them, were situated similarly to Ensco and Premiere.           In

Corbitt, we agreed with the district court that Shell Oil was not

entitled to indemnification from its contractor, Sladco, because

the indemnification provision in the contract between Shell and

employer Sladco restricted the scope of Sladco’s duty to

indemnify solely to those obligations sounding in tort.         Id. at

333.5       We reasoned that, although the underlying claim creating



(emphasis added).
        5
        The indemnification agreement between Shell and Sladco
at issue in Corbitt reads in relevant part: “Contractor [Sladco]
shall indemnify and defend Shell Oil Company ... against all

                                      6
the obligation for which Shell Oil sought indemnification from

Sladco sounded in tort, the obligation for which Shell sought

indemnification itself was contractual in nature, as it arose

from the agreement between Shell and Diamond M.    Id.   We declined

to interpret the phrase “all claims” in the Corbitt provision to

include such contractual obligations.   See id.   We noted that the

language of the indemnification provision at issue in Corbitt

made no mention of a duty to defend for obligations arising in

contract, and thus we read the scope of that provision by its

express terms, stating:

      .... Shell’s liability to Diamond M is not on account
      of personal injury. Rather, it is on account of its
      agreement to indemnify Diamond M under [the drilling
      contract between them]. Since the [indemnification
      agreement] between Shell and Sladco does not
      specifically provide that Sladco assumes claims arising
      from Shell’s own separate contractual obligations, such
      indemnification is not required.

Id.   We further indicated that

      [t]he contract need not contain any special words to
      evince an intention to create a right of indemnity for
      independent contractual liabilities. We hold only that
      it must clearly express such a purpose. In this case,
      there is nothing in the contractual language itself or
      in the realities of the situation in which the parties
      executed [the indemnification agreement] which reflects
      any such intention.

Id. at 334.



claims, suits, liabilities and expenses on account of injury or
death of persons (including employees of Shell or Contractor
[Sladco] ...) ... arising out of or in connection with
performance of this [contract] ....” 654 F.2d at 331 (emphasis
added).

                                  7
     In contrast, the language of Section 15.1 of the contract

between Santa Fe and Premiere indicates that the scope of

employer Premiere’s duty to indemnify Santa Fe is broader than

was the scope of employer Sladco’s duty to indemnify Shell Oil in

Corbitt.6   Section 15.1 does include language similar to that in

the provision at issue in Corbitt, by which Premiere owes a duty

to indemnify for obligations arising in favor of Premiere

employees “due to bodily injury” or “death.”   However, unlike the

provision at issue in Corbitt, Section 15.1 also includes

language that clearly and expressly indicates Premiere’s intent

to indemnify Santa Fe for obligations “whether arising in ...

tort” or “contract.”   Moreover, Section 15.1 includes additional,

rather expansive, language that broadens Santa Fe’s entitlement

to indemnification for “all claims ... of whatsoever nature or

character ... whether or not caused by the ... legal duty of

[Santa Fe] ....” (emphasis added).   Thus, Section 15.1 is

distinguishable from the more narrowly drafted provision in

Corbitt, and our reading of the more narrow provision in Corbitt


     6
        Premiere further asserts that this court’s more recent
decision in Foreman v. Exxon Corp., 770 F.2d 490 (5th Cir. 1985),
in which we denied indemnification to a party situated similarly
to Santa Fe, likewise indicates that the district court erred.
However, as we noted in Foreman, the circumstances and provisions
at issue in Corbitt and Foreman are materially
“indistinguishable.” Id. at 494-99. We further found in Foreman
that “the reasoning in Corbitt [is] equally applicable to the
instant case.” Id. Premiere’s reliance on Foreman, therefore,
is misplaced for the same reasons that its argument based on
Corbitt fails.

                                 8
does not control.   Moreover, our reasoning in Corbitt suggests

that Premiere owes indemnification to Santa Fe in the instant

case for Santa Fe’s contractual or legal duty to indemnify Ensco

against Sumrall’s injury claim.

     B.   Premiere’s Agreement to Indemnify Santa Fe’s Contractors
          and Subcontractors

     Additional language in Section 15.1, which language did not

appear in the provision at issue in Corbitt, even more

compellingly indicates that Premiere owes indemnification to

Santa Fe in the instant case.   Specifically, Section 15.1

expressly indicates Premiere’s intent to indemnify not only Santa

Fe, but also Santa Fe’s “contractors and subcontractors” for the

covered obligations.   Contrary to Premiere’s assertion that

Premiere owes no duty to indemnify for obligations arising due to

Santa Fe’s contractual relationships with third parties, prior

decisions by this court interpreting analogous indemnification

provisions in like circumstances indicate that such language in

Section 15.1 expresses clear intent by Premiere to indemnify

Santa Fe for amounts paid due to an injury claim filed against

Santa Fe’s third-party contractor, Ensco.   In six cases since

Corbitt, we confronted circumstances indistinguishable from those

in Corbitt and the instant case in all material respects except

that the indemnification provisions at issue -- unlike the

provision in Corbitt but like Section 15.1 -- included agreement

by a party such as Premiere to indemnify third-party contractors,


                                  9
subcontractors, and/or invitees of a party such as Santa Fe.      In

all six cases, we found based on such language that the party

situated similarly to Premiere owed indemnification to the party

such as Santa Fe.     See Demette v. Falcon Drilling Co., Inc., 280

F.3d 492 (5th Cir. 2002); Campbell v. Sonat Offshore Drilling,

Inc., 27 F.3d 185 (5th Cir. 1994) (“Campbell II”); Campbell v.

Sonat Offshore Drilling, Inc., 979 F.2d 1115 (5th Cir. 1992)

(“Campbell I”); Babcock v. Cont’l Oil Co., 792 F.2d 1346 (5th

Cir. 1986) (per curiam); Mills v. Zapata Drilling Co., Inc., 722

F.2d 1170 (5th Cir. 1983), overruled on other grounds, Kelly v.

Lee’s Old Fashioned Hamburgers, Inc., 908 F.2d 1218 (5th Cir.

1990) (per curiam); Lirette v. Popich Bros. Water Transp., Inc.,

699 F.2d 725 (5th Cir. 1983).

     In Campbell I & II, for example, after an employee of a

casing services contractor was injured on a drilling operation,

the employee sued the owner of the drilling vessel.     See Campbell

II, 27 F.3d at 186-87.    The vessel owner and the casing services

employer maintained no direct contractual relationship.     Id.   A

party situated similarly to Santa Fe, Union Texas Petroleum

(“UTP”), contracted separately with the casing services employer

and the vessel owner for each to supply services on the UTP

drilling operation.    Id.   Thus, the casing services employer of

the injured plaintiff was situated similarly to Premiere, and the

vessel owner was situated similarly to Ensco.



                                  10
       Pursuant to the contract between UTP and the defendant

vessel owner, in which UTP agreed to indemnify and defend the

vessel owner, UTP undertook defense of the vessel owner.       UTP

further impleaded the casing services employer.       Id. at 187.     In

the contract between the casing services employer and UTP, the

employer agreed to indemnify not only UTP, but also “contractors

engaged by UTP, such as [the vessel owner,]” “‘for injury to ...

[the casing services employer’s] employees ....’”       Id. (emphasis

added).       In Campbell I, we had “enforced [the casing services

employer’s] indemnity obligation under the UTP/[employer]

contract, affirming a ruling requiring [the employer] to defend

and indemnify [both the vessel owner] and UTP.”       See Campbell II,

27 F.3d at 187 (describing Campbell I, 979 F.2d at 1115).

       In Campbell II, however, the casing services employer

contended that it did not owe full, but only half, indemnity

under the circumstances and that UTP owed the other half.           Id.

The employer thus filed for contribution from UTP.       Id.   In

rejecting that claim in Campbell II, and thus affirming our

decision in Campbell I, we reasoned that the employer’s “duty to

indemnify [the vessel owner] flows from its contract with UTP”

because the employer expressly agreed to indemnify contractors of

UTP.    Id.    We further rejected an argument by the employer based

on Corbitt, which is similar to the argument made by Premiere,

contending that the employer owed no reimbursement of UTP because

UTP “independently contracted to indemnify” the vessel owner.

                                    11
Id.   In so doing, we noted that unlike in Corbitt, the employer

in Campbell I & II “agreed with UTP to indemnify both UTP and

[its contractor, the vessel owner].”     See id. (emphasis added).

We stated that the employer “cannot insulate itself from paying

its full indemnity obligation on the basis that UTP’s liability

to [the vessel owner] is contractual.”     Id. at 188 (citing

Lirette, 699 F.2d at 725).   We concluded that “[s]imilarly” to

the employer of the injured plaintiff in Lirette, the employer’s

“duty to indemnify UTP fully for amounts UTP owes [the vessel

owner] for the [injured employee’s] claims arises from [the

employer’s] express undertaking to indemnify both UTP and [the

vessel owner] [for] such losses.     The Corbitt argument fails.”

Id. (citing Lirette, 699 F.2d at 728).     Like the employer in

Campbell I & II, Premiere expressly agreed to indemnify not only

Santa Fe, but also Santa Fe’s “contractors and subcontractors,”

thus including Ensco, for obligations that arise due to claims of

injury brought by Premiere employees.    Consequently, under the

consistent reasoning of this court, as in Campbell I & II, we

conclude that Premiere is obligated to indemnify, and thus to

reimburse, Santa Fe for any amounts owing for indemnification and

defense provided by Santa Fe to Ensco on account of Sumrall’s

tort claim.   See also Demette, 280 F.3d at 504; Babcock, 792 F.2d

at 1351-53; Mills, 722 F.2d at 1174-75; Lirette, 699 F.2d at 725.

      In an unusually poor alternative argument, Premiere contends

that even if it has a duty to indemnify Santa Fe for tortious,

                                12
contractual or any other type of obligations, the language by

which it agrees to indemnify “from and against all claims ...

which are asserted by or arise in favor of [Premiere] or any of

its ... employees” limits its duty to indemnify.   (emphasis

added).   Premiere contends that it owes indemnification for only

those obligations flowing from actions filed directly against

Santa Fe by Premiere or Premiere employees.   Premiere thus

asserts that any contractual obligation arising from Santa Fe’s

indemnification of Ensco is not included in Premiere’s duty

because neither Premiere nor any Premiere employee was party to

any contractual claim filed directly against Santa Fe.

     None of the indemnification provisions at issue in our

Lirette line of decisions contains precisely the same “in favor

of” language as that relied on by Premiere for this argument.

The corresponding relevant language in the provision at issue in

Lirette, for example, reads: “‘Owner ... agrees to indemnify ...

Charterer ... from any claims or suits resulting from injury or

damage to Owner’s ... employees ....’”   699 F.2d at 726 n.4.

However, the presence of language that is similar, if not

identical, to the “in favor of” language of Section 15.1 in the

provisions at issue in Lirette and its progeny did not alter our

findings in favor of the parties situated similarly to Santa Fe

in those materially indistinguishable decisions.   See, e.g.,

Lirette, 699 F.2d at 729; Campbell II, 27 F.3d at 186-88.



                                13
Consequently, we reject Premiere’s preferred reading of the “in

favor of” language in Section 15.1 as wholly specious.

     The district court did not err in finding as a matter of law

that Premiere owes indemnification to Santa Fe in the instant

case based on the express language of their agreement in Section

15.1.

         IV. RECIPROCITY OF THE INDEMNIFICATION AGREEMENT

     Premiere contends that its obligation to indemnify Santa Fe

is more onerous than Santa Fe’s corresponding obligation.

Premiere thus argues that its indemnification agreement with

Santa Fe is not reciprocal and therefore is unenforceable under

the Longshore and Harbor Workers Compensation Act (“the LHWCA”),

33 U.S.C. § 905 (1999), which governs the agreement.        Subsection

905(b) of the LHWCA prohibits indemnification by the employer of

a longshoreman for a claim due to bodily injury brought by the

employee against a vessel owner.     33 U.S.C. § 905(b).7

Subsection 905(c) provides an exception, however, allowing

indemnification by such an employer, in this case Premiere, so

long as there is “reciprocal” agreement by the vessel owner, in

this case Santa Fe, to indemnify the employer.     33 U.S.C.



     7
          Section 905(b) reads in relevant part: “In the event
of injury to a person ... caused by the negligence of a vessel,
then such person ... may bring an action against such vessel ...
and the employer shall not be liable to the vessel ... and any
agreements or warranties to the contrary shall be void.” 33
U.S.C. § 905(b).

                                14
§ 905(c).8    Examination of the indemnification agreement between

Premiere and Santa Fe indicates that the agreement is

sufficiently reciprocal to satisfy the subsection 905(c)

exception.    Thus, the agreement is enforceable against Premiere

pursuant to subsection 905(b).

     Premiere first argues that Section 15.3 of its agreement

with Santa Fe impermissibly enlarges Premiere’s burden to

indemnify beyond Santa Fe’s burden in return.    Premiere notes

that in Section 15.3, Premiere agrees to indemnify Santa Fe

against any claims arising on behalf of employees of Premiere, as

well as against claims on behalf of employees of Premiere

subcontractors.    Premiere contends, however, that there is no

similar provision obligating Santa Fe to indemnify Premiere on

account of Santa Fe’s third-party contractors or subcontractors.9

     8
             Section 905(c) reads in relevant part:

     .... Nothing contained in subsection (b) of this
     section shall preclude the enforcement ... of any
     reciprocal indemnity provision whereby the employer ...
     and the vessel agree to defend and indemnify the other
     for cost of defense and ... liability for damages
     arising out of or resulting from death or bodily injury
     to their employees.

33 U.S.C. § 905(c).
     9
         Section 15.3 reads in relevant part:

        15.3 In the event [Premiere] subcontracts any of
     the Work to be performed under this Contract,
     [Premiere] warrants that the agreements or Contracts
     with its subcontractors shall contain defense,
     indemnity, and hold harmless provisions equal to those
     set forth in Sub-clause 15.1 above in favor of [Santa

                                  15
Contrary to Premiere’s assertion, however, the language of the

indemnification agreement, as outlined in Section 15.2, reveals

that Santa Fe expressly and unconditionally agreed to indemnify

Premiere against any claims arising on behalf of employees of

Santa Fe’s third-party contractors.   Section 15.2 reads in

relevant part:

          15.2 [Santa Fe] agrees to protect, defend,
     indemnify, hold, and save Contractor [Premiere] ...
     harmless from and against all claims ... and which are
     asserted by or arise in favor of [Santa Fe’s] employees
     or [Santa Fe’s] contractors or their employees, other
     than those parties identified in sub-clause 15.1, due
     to bodily injury ....


(emphasis added).   Thus, both Premiere and Santa Fe agreed to

indemnify each other for claims brought on behalf of the

employees of their respective third-party contractors (or in the

case of Premiere, its subcontractors).10


     Fe]. Unless such agreements or contracts contain said
     provisions, any and all subcontractor personnel engaged
     in performing Work hereunder shall be deemed to be
     employees of [Premiere] for all the purposes of Sub-
     clause 15.1 hereof....

(emphasis added).
     10
        Although Section 15.2 refers only to Santa Fe’s duty to
indemnify on account of its “contractors,” while Section 15.1 and
Section 15.3 refer to Premiere’s duty to indemnify on account of
its “subcontractors,” this difference does not undermine the
reciprocity of the agreement. The standard by which we judge the
scope of an indemnification agreement is the reasonable
contemplation of the parties. See Corbitt, 654 F.2d at 333. It
was reasonable in this case for the parties to contemplate that,
because Santa Fe was the operator on the drilling operation, and
because Premiere was Santa Fe’s contractor, then Santa Fe would
likely only engage other third-party “contractors,” but not

                                16
     Premiere further contends, however, that Section 15.3

creates an additional obligation because it contains an

undertaking by Premiere to obtain an express contractual

undertaking by any Premiere subcontractor to indemnify Santa Fe.

Premiere argues that because Santa Fe is not likewise required to

obtain the same contractual undertaking by Santa Fe’s contractors

to indemnify Premiere and Premiere subcontractors, then

Premiere’s obligation to Santa Fe is more onerous.   We fail to

see how this undertaking creates any additional indemnification

obligation on the part of Premiere.

     We do see how Section 15.3 may result in an additional

obligation on the part of a subcontractor of Premiere.     However,

regardless of whether Premiere obtains an additional agreement by

any of its subcontractors to indemnify Santa Fe pursuant to

Section 15.3, Santa Fe is already entitled to look to Premiere

for -- and Premiere is obligated to provide -- indemnification

against claims by employees of Premiere subcontractors pursuant

to Section 15.1.   Consequently, Section 15.3 in no way alters or

enlarges Premiere’s obligation to indemnify Santa Fe (or Santa

Fe’s contractors), and both Premiere and Santa Fe are entitled to

look to each other for indemnification for claims brought by the


“subcontractors,” while Premiere would engage third-party
“subcontractors.” We conclude, therefore, that despite this
difference in the language, both Premiere and Santa Fe agreed
reciprocally to indemnify each other against claims brought on
behalf of their own employees, as well as against claims on
behalf of employees of their respective third-party contractors.

                                17
employees of the respective third-party entities with which each

might contract in turn.

     We likewise reject Premiere’s argument that the reciprocity

of its indemnification agreement with Santa Fe is destroyed by

the fact that Ensco did not agree in its contract with Santa Fe

to indemnify any contractors of Santa Fe, such as Premiere.    By

the terms of Section 15.2, Premiere is entitled to

indemnification from Santa Fe against claims brought against

Premiere by Ensco employees.   Thus, the fact that any contractor

of Santa Fe such as Ensco does not agree to indemnify other

contractors of Santa Fe has no effect on the reciprocity of the

indemnification obligations running between Santa Fe and

Premiere.11

     In support of its argument that the indemnification

agreement is not reciprocal, Premiere relies on a single,

unpublished district court decision, Falcon Operators, Inc. v.

P.M.P. Wireline Servs., Inc., Nos. Civ.A. 97-825, 97-2586, 1997


     11
        Premiere further argues that because it has more
employees than does Santa Fe, its exposure to claims for which it
must indemnify is larger and, thus, that reciprocity is
destroyed. This argument ignores the fact that both Premiere and
Santa Fe have agreed to indemnify each other for an unspecified
potential number of employees of their respective potential
contractors. Moreover, we decline to count the number of
employees engaged by an indemnitor on a drilling operation as a
means of determining the scope of the potential indemnification
obligation, just as we would be loathe to attempt to measure the
comparative incompetence and propensity for negligent behavior of
given indemnitors’ employees as a means of gauging the scope of
their respective obligations.

                                18
WL 610825, at *8-9 (E.D. La. Sept. 30, 1997).     We note that

Falcon Operators is not binding on this court.      Moreover, we

agree with Santa Fe that the provisions at issue in that case are

distinguishable in that the groups of constituents affiliated

with the parties that each agreed to indemnify were in greater

disparity than is the case here.     Likewise, the parties in that

case agreed to indemnify against claims brought on behalf of

groups of their affiliated constituents that were in greater

disparity than is the case here.     See id.   Falcon Operators is

thus distinguishable, and Premiere’s reliance upon that case is

unavailing.12

     We find that the indemnification provisions of the Premiere-

Santa Fe contract are sufficiently reciprocal that their

agreement is enforceable under the LHWCA.      The district court did

not err, therefore, in finding as a matter of law that Premiere’s

agreement to indemnify Santa Fe is enforceable.

                         V.   CONCLUSION



     12
        The district court in Falcon Operators based its
determination that the agreement lacked reciprocity in some part
on one additional finding: that the employer of the injured
plaintiff in that case was required to obtain insurance, but that
the oil company party to the indemnification agreement was not
required to do the same. We have determined that differing
insurance obligations do not create additional indirect liability
sufficient to implicate the prohibitions of subsection 905(b).
See Voisin v. O.D.E.C.O. Drilling Co., 744 F.2d 1174, 1176-78
(5th Cir. 1984). Thus, we find that any difference in the
insurance obligations owed between Premiere and Santa Fe does not
undermine the reciprocity of their indemnification agreement.

                                19
     For the foregoing reasons, the district court’s summary

judgment in favor of Santa Fe is AFFIRMED.




                               20
