NOBLE DRILLING CORP, S-3/A, 1996-06-03

NOBLE DRILLING CORP
S-3/A, 1996-06-03
DRILLING OIL & GAS WELLS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1996

REGISTRATION NO. 333-02927
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------

AMENDMENT NO. 2

TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------
NOBLE DRILLING CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 73-0374541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>

10370 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77042
(713) 974-3131
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
---------------------
JAMES C. DAY
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
NOBLE DRILLING CORPORATION
10370 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77042
(713) 974-3131
(Address, including zip code, and telephone number, including
area code, of agent for service)
---------------------

<TABLE>
<S> <C>
Copies to:
ROBERT D. CAMPBELL JAMES M. PRINCE
THOMPSON & KNIGHT, P.C. ANDREWS & KURTH L.L.P.
1700 PACIFIC AVENUE 4200 TEXAS COMMERCE TOWER
SUITE 3300 600 TRAVIS STREET
DALLAS, TEXAS 75201 HOUSTON, TEXAS 77002
(214) 969-1700 (713) 220-4200
</TABLE>

---------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Except for the SEC registration fee, NYSE listing fee and the NASD filing
fee, all expenses are estimated. All such expenses will be paid by the
Registrant.

<TABLE>
<S> <C>
SEC registration fee.............................................. $ 89,355
NASD filing fee................................................... 26,413
NYSE Listing Fee.................................................. 66,412
Accounting fees and expenses...................................... 57,500
Legal fees and expenses........................................... 75,000
Printing and engraving expenses................................... 215,000
Blue sky fees and expenses (including legal fees)................. 7,000
Miscellaneous..................................................... 53,320
--------
Total................................................... $590,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant is a Delaware corporation. Under Section 145 of the General
Corporation Law of the State of Delaware, the Registrant has the power to
indemnify its directors and officers, subject to certain limitations.

Reference is made to Article VI of the Bylaws of the Registrant, which
Article is filed as part of Exhibit 3.12 hereto and provides for indemnification
of directors and officers of the Registrant under certain circumstances.

Reference is made to Section 6 of the form of the Purchase Agreement filed
as Exhibit 1.1 hereto for provisions relating to the indemnification of
directors, officers and controlling persons of the Registrant against certain
liabilities, including liabilities under the Securities Act of 1933.

Pursuant to the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Registrant, filed as Exhibits 3.1 through
3.11 hereto, limits the personal liability of the directors of the Registrant to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty under certain circumstances.

The Registrant also maintains insurance to protect itself and its
directors, officers, employees and agents against expenses, liabilities and
losses incurred by such persons in connection with their service in the
foregoing capacities.

The foregoing summaries are necessarily subject to the complete text of the
statute, bylaw, agreement, certificate of incorporation and insurance policy
referred to above and are qualified in their entirety by reference thereto.

II-1
<PAGE> 3

ITEM 16. EXHIBITS.

The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
NUMBER EXHIBIT
------ -------
<S> <C>
1.1(a)* -- Form of U.S. Purchase Agreement.

1.1(b)+ -- Form of International Purchase Agreement.

2.1* -- Agreement of Sale and Purchase dated as of April 25, 1996, between
the Registrant, and Royal Nedlloyd N.V. and Neddrill Holding B.V.

3.1 -- Restated Certificate of Incorporation of the Registrant dated August
29, 1985 (filed as Exhibit 3.7 to the Registrant's Registration
Statement on Form 10 (No. 9-13857) and incorporated herein by
reference).

3.2 -- Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant dated May 5, 1987 (filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-3 (No. 33-67130) and
incorporated herein by reference).

3.3 -- Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant dated June 1, 1987 (filed as Exhibit 4.3 to the
Registrant's Registration Statement on Form S-3 (No. 33-67130) and
incorporated herein by reference).

3.4 -- Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant dated April 28, 1988 (filed as Exhibit 3.12 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1988 and incorporated herein by reference).

3.5 -- Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant dated April 27, 1989 (filed as Exhibit 3.13 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1989, as amended, and incorporated herein by reference).

3.6 -- Certificate of Amendment of Certificate of Incorporation of the
Registrant dated August 1, 1991 (filed as Exhibit 3.16 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1991 and incorporated herein by reference).

3.7 -- Certificate of Designations of $1.50 Convertible Preferred Stock, par
value of $1.00 per share, of the Registrant, dated as of September
15, 1994 (filed as Exhibit 3.8 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994 and incorporated
herein by reference).

3.8 -- Certificate of Amendment of Certificate of Incorporation of the
Registrant dated September 15, 1994 (filed as Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period
ended March 31, 1995 and incorporated herein by reference).

3.10 -- Certificate of Elimination of shares of $2.25 Convertible
Exchangeable Preferred Stock of the Registrant dated June 8, 1995
(filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form
10-Q for the three-month period ended June 30, 1995 and incorporated
herein by reference).

3.11 -- Certificate of Designations of Series A Junior Participating
Preferred Stock, par value $1.00 per share, of the Registrant dated
as of June 29, 1995 (filed as Exhibit 3.2 to the Registrant's
Quarterly Report on Form 10-Q for the three-month period ended June
30, 1995 and incorporated herein by reference).

3.12 -- Composite copy of the Bylaws of the Registrant as currently in effect
(filed as Exhibit 3.4 to the Registrant's Quarterly Report on Form
10-Q for the three-month period ended June 30, 1995 and incorporated
herein by reference).
</TABLE>

II-2
<PAGE> 4

<TABLE>
<CAPTION>
NUMBER EXHIBIT
------ -------
<S> <C>
4.1* -- Form of Indenture governing the % Senior Notes due 2006 (filed
as Exhibit 4.1 to the Registrant's Registration Statement on Form S-3
(No. 333-02929) and incorporated herein by reference).

5.1* -- Opinion of Thompson & Knight, P.C.

10.1* -- Amendment No. 6 to the Noble Drilling Corporation Thrift Plan (filed
as Exhibit 10.1 to the Registrant's Registration Statement on Form
S-3 (No. 333-02929) and incorporated herein by reference)

23.1* -- Consent of Price Waterhouse LLP.

23.2* -- Consent of Arthur Andersen LLP.

23.3* -- Consent of KPMG Accountants N.V.

23.4* -- Consent of Thompson & Knight, P.C. (contained in its opinion filed as
Exhibit 5.1).

24.1* -- Powers of Attorney.
</TABLE>

- ---------------

+ Filed herewith.

* Filed previously.

ITEM 17. UNDERTAKINGS.

(b) Filings incorporating subsequent Exchange Act documents by reference.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h) Acceleration of effectiveness.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(i) Rule 430A.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE> 5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on the 31st
day of May, 1996.

NOBLE DRILLING CORPORATION

By /s/ BYRON L. WELLIVER
-------------------------------
Byron L. Welliver
Senior Vice President -- Finance,
Treasurer and Controller

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------ ----------------
<C> <S> <C>
/s/ JAMES C. DAY* Chairman, President and Chief
- --------------------------------------------- Executive Officer and
James C. Day Director (Principal
Executive Officer)

/s/ BYRON L. WELLIVER Senior Vice May 31, 1996
- --------------------------------------------- President -- Finance,
Byron L. Welliver Treasurer and Controller
(Principal Financial and
Accounting Officer)
/s/ MICHAEL A. CAWLEY* Director
- ---------------------------------------------
Michael A. Cawley

/s/ LAWRENCE J. CHAZEN* Director
- ---------------------------------------------
Lawrence J. Chazen

/s/ TOMMY C. CRAIGHEAD* Director
- ---------------------------------------------
Tommy C. Craighead

/s/ JAMES L. FISHEL* Director
- ---------------------------------------------
James L. Fishel

/s/ JOHNNIE W. HOFFMAN* Director
- ---------------------------------------------
Johnnie W. Hoffman

/s/ MARC E. LELAND* Director
- ---------------------------------------------
Marc E. Leland
</TABLE>

II-4
<PAGE> 6

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ BILL M. THOMPSON * Director
- ---------------------------------------------
Bill M. Thompson

*By /s/ BYRON L. WELLIVER Director May 31, 1996
- ---------------------------------------------
Byron L. Welliver
Attorney-in-fact
</TABLE>

II-5
<PAGE> 7

EXHIBIT INDEX

<TABLE>
<CAPTION>
NUMBER EXHIBIT
------ -------
<S> <C>
1.1(a)* -- Form of U.S. Purchase Agreement.

1.1(b)+ -- Form of International Purchase Agreement.

2.1* -- Agreement of Sale and Purchase dated as of April 25, 1996, between
the Registrant, and Royal Nedlloyd N.V. and Neddrill Holding B.V.

4.1* -- Form of Indenture governing the % Senior Notes due 2006 (filed
as Exhibit 4.1 to the Registrant's Registration Statement on Form S-3
(No. 333-02929) and incorporated herein by reference).

5.1* -- Opinion of Thompson & Knight, P.C.

23.1* -- Consent of Price Waterhouse LLP.
</TABLE>

<PAGE> 8

<TABLE>
<CAPTION>
NUMBER EXHIBIT
------ -------
<S> <C>

23.2* -- Consent of Arthur Andersen LLP.

23.3* -- Consent of KPMG Accountants N.V.

23.4* -- Consent of Thompson & Knight, P.C. (contained in its opinion filed as
Exhibit 5.1).

24.1* -- Powers of Attorney.
</TABLE>

- ---------------

+ Filed herewith.

* Filed previously.

<PAGE> 1
EXHIBIT 1.1(b)
(Equity)

Draft of 5/31/96

NOBLE DRILLING CORPORATION

(a Delaware corporation)

3,300,000 SHARES OF COMMON STOCK

------------------------------

INTERNATIONAL PURCHASE AGREEMENT

------------------------------

Dated: June ___, 1996

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
INTERNATIONAL PURCHASE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
------------------------------
(a) Representations and Warranties by the Company . . . . . . . . . . . . . . . . . . . . . . . . 5
(i) Compliance with Registration Requirements . . . . . . . . . . . . . . . . . . . . . . 5
(ii) Incorporated Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(iii) Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(iv) Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(v) No Material Adverse Change in Business . . . . . . . . . . . . . . . . . . . . . . . 7
(vi) Good Standing of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(vii) Good Standing of Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(viii) Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(ix) Authorization of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(x) Authorization and Description of Securities . . . . . . . . . . . . . . . . . . . . . 8
(xi) Absence of Defaults and Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(xii) Absence of Labor Dispute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(xiii) Absence of Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(xiv) Accuracy of Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(xv) Possession of Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . 10
(xvi) Absence of Further Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(xvii) Possession of Licenses and Permits . . . . . . . . . . . . . . . . . . . . . . . . 11
(xviii) Title to Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(xiv) Nedrill Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(xx) Compliance with Cuba Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(xxi) Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(xxii) Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(xxiii) Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(xxiv) Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(b) Officer's Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

SECTION 2. Sale and Delivery to International Underwriters; Closing . . . . . . . . . . . . . . . . . . . . . . 13
--------------------------------------------------------
(a) Initial Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(b) Option Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(c) Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(d) Denominations; Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 3. Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
------------------------
(a) Compliance with Securities Regulations and Commission Requests . . . . . . . . . . . . . . 15
(b) Filing of Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(c) Delivery of Registration Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

<PAGE> 3
<TABLE>
<S> <C> <C> <C>
(d) Delivery of Prospectuses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(e) Continued Compliance with Securities Laws . . . . . . . . . . . . . . . . . . . . . . . . . 16
(f) Blue Sky Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(g) Rule 158 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(h) Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(i) Enforcement of Nedrill Lock-up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(j) Restriction on Sale of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(k) Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 4. Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
-------------------
(a) Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(b) Termination of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 5. Conditions of International Managers' Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 19
-------------------------------------------------
(a) Effectiveness of Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(b) Opinion of Counsel for Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(c) Opinion of Counsel for International Managers . . . . . . . . . . . . . . . . . . . . . . . 20
(d) Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(e) Accountants' Comfort Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(f) Bring-down Comfort Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(g) Approval of Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(h) No Objection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(i) Lock-up Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(j) Purchase of Initial U.S. Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(k) Purchase of Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(l) Closing of Nedrill Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(m) Conditions to Purchase of International Option Securities . . . . . . . . . . . . . . . . . 22
(n) Additional Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(o) Termination of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 6. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
---------------
(a) Indemnification of International Managers . . . . . . . . . . . . . . . . . . . . . . . . . 23
(b) Indemnification of Company, Directors and Officers . . . . . . . . . . . . . . . . . . . . 24
(c) Actions against Parties; Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(d) Settlement without Consent if Failure to Reimburse . . . . . . . . . . . . . . . . . . . . 25

SECTION 7. Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
------------

SECTION 8. Representations, Warranties and Agreements to Survive Delivery . . . . . . . . . . . . . . . . . . . 27
--------------------------------------------------------------

SECTION 9. Termination of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
------------------------
(a) Termination; General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(b) Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C> <C> <C>
SECTION 10. Default by One or More of the International Managers . . . . . . . . . . . . . . . . . . . . . . . . 28
----------------------------------------------------

SECTION 11. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
-------

SECTION 12. Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
-------

SECTION 13. GOVERNING LAW AND TIME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
----------------------

SECTION 14. Effect of Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
------------------
</TABLE>

iii
<PAGE> 5
Draft of 5/31/96

NOBLE DRILLING CORPORATION

(a Delaware corporation)

3,300,000

(Par Value $.10 Per Share)

INTERNATIONAL PURCHASE AGREEMENT

June ___, 1996

MERRILL LYNCH INTERNATIONAL
SALOMON BROTHERS INTERNATIONAL LIMITED
SIMMONS & COMPANY INTERNATIONAL
as Lead Managers of the several International Managers
c/o Merrill Lynch International
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
England

Ladies and Gentlemen:

Noble Drilling Corporation, a Delaware corporation (the "Company"),
confirms its agreement with Merrill Lynch International ("Merrill Lynch") and
each of the other international underwriters named in Schedule A hereto
(collectively, the "International Managers", which term shall also include any
underwriter substituted as hereinafter provided in Section 10 hereof), for whom
Merrill Lynch, Salomon Brothers International Limited and Simmons & Company
International are acting as representatives (in such capacity, the "Lead
Managers"), with respect to the issue and sale by the Company and the purchase
by the International Managers, acting severally and not jointly, of the
respective numbers of shares of Common Stock, par value $.10 per share, of the
Company ("Common Stock") set forth in said Schedule A, and with respect to the
grant by the Company to the International Managers, acting severally and not
jointly, of the option described in Section 2(b) hereof to purchase all or any
part of 495,000 additional shares of Common Stock to cover over-allotments, if
any. The aforesaid 3,300,000 shares of Common Stock (the "Initial
International Securities") to be purchased by the International Managers and
all or any part of the shares of Common Stock subject to the option described
in Section 2(b) hereof (the "International Option Securities") are hereinafter
called, collectively, the "International Securities."

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It is understood that the Company is concurrently entering into an
agreement dated the date hereof (the "U.S. Purchase Agreement") providing for
the offering by the Company of an aggregate of 13,300,000 shares of Common
Stock (the "Initial U.S. Securities") through arrangements with certain
underwriters in the United States and Canada (the "U.S. Underwriters") for
which Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Brothers Inc
and Simmons & Company International are acting as representatives (the "U.S.
Representatives") and the grant by the Company to the U.S. Underwriters,
acting severally and not jointly, of an option to purchase all or any part of
the U.S. Underwriters' pro rata portion of up to 1,980,000 additional shares of
Common Stock solely to cover overallotments if any (the "U.S. Option
Securities," and together with the International Option Securities, the "Option
Securities"). The Initial U.S. Securities and the U.S. Option Securities are
hereinafter called the "U.S. Securities."

It is further agreed and understood that the Company is concurrently
entering into a purchase agreement dated the date hereof (the "Debt Purchase
Agreement") providing for the offering by the Company of $125,000,000 aggregate
principal amount of ___% Senior Notes due 2006 (the "Senior Notes") for which
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Salomon Brothers Inc and Simmons & Company International are acting as
underwriters (the "Debt Underwriters"). It is understood that the Company is
not obligated to sell and the International Managers are not obligated to
purchase, any Initial International Securities unless all of the Initial U.S.
Securities and all the Senior Notes are concurrently purchased by the U.S.
Underwriters and the Debt Underwriters, respectively. In addition, it is also
agreed and understood that the Company is not obligated to sell, and the
International Managers are not obligated to purchase, any Initial International
Securities unless, concurrently with the closing of the sale and purchase of
the Initial International Securities hereunder, the Company shall close its
acquisition pursuant to that certain Agreement of Sale and Purchase dated April
25, 1996 by and between the Company (as buyer) and Royal Nedlloyd N.V.
("Nedlloyd") and Neddrill Holding B.V. (the "Neddrill Agreement") of the assets
of Nedlloyd's offshore drilling division, Neddrill ("Neddrill").

The International Managers and the U.S. Underwriters are hereinafter
collectively called the "Underwriters," the Initial International Securities
and the Initial U.S. Securities are hereinafter collectively called the
"Initial Securities," and the International Securities, and the U.S. Securities
are hereinafter collectively called the "Securities."

The Underwriters will concurrently enter into an Intersyndicate
Agreement of even date herewith (the "Intersyndicate Agreement") providing for
the coordination of certain transactions among the Underwriters under the
direction of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated (in such capacity, the "Global Coordinator").

The Company understands that the International Managers propose to
make a public offering of the International Securities as soon as the Lead
Managers deem advisable after this Agreement has been executed and delivered.

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<PAGE> 7
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-02927) covering the
registration of the Securities under the Securities Act of 1933, as amended
(the "1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this Agreement, the Company will
either (i) prepare and file a prospectus in accordance with the provisions of
Rule 430A ("Rule 430A") of the rules and regulations of the Commission under
the 1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule
424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely
upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term
sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule
424(b). Two forms of prospectus are to be used in connection with the offering
and sale of the Securities: one relating to the International Securities (the
"Form of International Prospectus") and one relating to the U.S. Securities
(the "Form of U.S. Prospectus"). The Form of International Prospectus is
identical to the Form of U.S. Prospectus, except for the front cover and back
cover pages and the information under the caption "Underwriting" and the
inclusion in the Form of International Prospectus of a section under the
caption "Certain United States Tax Consequences for Non-United States Holders."
The information included in any such prospectus or in any such Term Sheet, as
the case may be, that was omitted from such registration statement at the time
it became effective but that is deemed to be part of such registration
statement at the time it became effective (a) pursuant to paragraph (b) of Rule
430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d)
of Rule 434 is referred to as "Rule 434 Information." Each Form of
International Prospectus and Form of U.S. Prospectus used before such
registration statement became effective, and any prospectus that omitted, as
applicable, the Rule 430A Information or the Rule 434 Information, that was
used after such effectiveness and prior to the execution and delivery of this
Agreement, is herein called a "preliminary prospectus." Such registration
statement, including the exhibits thereto, schedules thereto, if any, and the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, at the time it became effective and including the Rule 430A
Information and the Rule 434 Information, as applicable, is herein called the
"Registration Statement." Any registration statement filed pursuant to Rule
462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b)
Registration Statement," and after such filing the term "Registration
Statement" shall include the Rule 462(b) Registration Statement. The final
Form of International Prospectus and the final Form of U.S. Prospectus,
including the documents incorporated by reference therein pursuant to Item 12
of Form S-3 under the 1933 Act, in the forms first furnished to the
Underwriters for use in connection with the offering of the Securities are
herein called the "International Prospectus" and the "U.S. Prospectus,"
respectively, and collectively, the "Prospectuses." If Rule 434 is relied on,
the terms "International Prospectus" and "U.S. Prospectus" shall refer to the
preliminary International Prospectus dated June ___, 1996, and preliminary U.S.
Prospectus dated June ___, 1996, respectively, each together with the
applicable Term Sheet and all references in this Agreement to the date of such
Prospectuses shall mean the date of the applicable Term Sheet. For purposes of
this Agreement, all references to the Registration Statement, any preliminary
prospectus, the International Prospectus, the U.S. Prospectus or any Term Sheet
or any amendment or supplement to any of the foregoing shall be deemed to
include the copy filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR").

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<PAGE> 8
All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus (including the Form of U.S.
Prospectus and Form of International Prospectus) or the Prospectuses (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus
(including the Form of U.S. Prospectus and Form of International Prospectus) or
the Prospectuses, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectuses shall be deemed to mean and include the filing
of any document under the Securities Exchange Act of 1934 (the "1934 Act")
which is incorporated by reference in the Registration Statement, such
preliminary prospectus or the Prospectuses, as the case may be.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company. The
Company represents and warrants to each International Manager as of the date
hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of
each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees
with each International Manager, as follows:

(i) Compliance with Registration Requirements.
The Company meets the requirements for use of Form S-3 under the 1933
Act. Each of the Registration Statement and any Rule 462(b)
Registration Statement has become effective under the 1933 Act and no
stop order suspending the effectiveness of the Registration Statement
or any Rule 462(b) Registration Statement has been issued under the
1933 Act and no proceedings for that purpose have been instituted or
are pending or, to the knowledge of the Company, are contemplated by
the Commission, and any request on the part of the Commission for
additional information has been complied with.

At the respective times the Registration Statement, any Rule
462(b) Registration Statement and any post-effective amendments
thereto became effective and at the Closing Time (and, if any
International Option Securities are purchased, at the Date of
Delivery), the Registration Statement, the Rule 462(b) Registration
Statement and any amendments and supplements thereto complied and will
comply in all material respects with the requirements of the 1933 Act
and the 1933 Act Regulations and did not and will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading. Neither of the Prospectuses nor any
amendments or supplements thereto, at the time the Prospectuses or any
amendments or supplements thereto were issued and at the Closing Time
(and, if any International Option Securities are purchased, at the
Date of Delivery), included or will include an untrue statement of a
material fact or omitted or will omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If Rule 434
is used, the Company will comply with the requirements of Rule 434.
The representations and warranties in this subsection shall not apply
to

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<PAGE> 9
statements in or omissions from the Registration Statement or the
International Prospectus made in reliance upon and in conformity with
information furnished to the Company in writing by any International
Manager through the Lead Managers expressly for use in the
Registration Statement or the Prospectuses.

Each preliminary prospectus and the Prospectuses filed as part
of the Registration Statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
complied when so filed in all material respects with the 1933 Act
Regulations and each preliminary prospectus and the Prospectuses
delivered to the Underwriters for use in connection with this offering
was identical to the electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T.

(ii) Incorporated Documents. The documents
incorporated or deemed to be incorporated by reference in the
Registration Statement and the Prospectuses, when they became
effective or at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations or the 1934
Act and the rules and regulations of the Commission thereunder (the
"1934 Act Regulations"), as applicable, and when read together with
the other information in the Prospectuses, at the time the
Registration Statement became effective, at the time the Prospectuses
were issued and at the Closing Time (and, if any International Option
Securities are purchased, at the Date of Delivery), did not and will
not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading.

(iii) Independent Accountants. The accountants who
certified the financial statements and supporting schedules of the
Company included in the Registration Statement are independent public
accountants as required by the 1933 Act and the 1933 Act Regulations.

(iv) Financial Statements. The historical
consolidated financial statements of the Company included in the
Registration Statement and the Prospectuses, together with the related
schedules and notes, present fairly in all material respects the
financial position of the Company and its consolidated subsidiaries at
the dates indicated and the statements of operations, stockholders'
equity and cash flows of the Company and its consolidated subsidiaries
for the periods specified; said financial statements have been
prepared in conformity with United States generally accepted
accounting principles ("GAAP") applied on a consistent basis
throughout the periods involved. The schedules of the Company
supporting the historical financial statements of the Company, if any,
included in the Registration Statement present fairly in all material
respects and in accordance with GAAP the information required to be
stated therein. The selected financial data and the summary financial
information relating to the historical financial statements of the
Company included in the Prospectuses present fairly the information
shown therein and have been compiled on

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a basis consistent with that of the audited financial statements
included in the Registration Statement. No facts have come to the
attention of the Company that would lead the Company to believe that
(i) the historical financial statements of Neddrill Holding
B.V.("Neddrill Holding") and its consolidated subsidiaries included in
the Registration Statement and the Prospectuses, together with related
schedules and notes, do not present fairly in all material respects
the financial position of Neddrill Holding and its consolidated
subsidiaries at the dates indicated and the statements of operations,
stockholders' equity and cash flows of Neddrill Holding and its
consolidated subsidiaries for the periods specified or (ii) the
financial statements of Neddrill Holding and its consolidated
subsidiaries included in the Registration Statement and the
Prospectuses have not been prepared in conformity with GAAP. The pro
forma financial statements and the related notes thereto included in
the Registration Statement and the Prospectuses have been prepared in
accordance with the Commission's rules and guidelines with respect to
pro forma financial statements and have been properly compiled on the
bases described therein, and the assumptions used in the preparation
thereof are reasonable.

(v) No Material Adverse Change in Business.
Since the respective dates as of which information is given in the
Registration Statement and the Prospectuses, except as otherwise
stated therein, (A) there has been no material adverse change in the
financial condition, or in the earnings, business affairs or
properties, or development involving a prospective material adverse
change in the business affairs, of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary
course of business (a "Material Adverse Effect"), (B) there have been
no transactions entered into by the Company or any of its
subsidiaries, other than those in the ordinary course of business,
which are material with respect to the Company and its subsidiaries or
Nedrill and its subsidiaries, in each case considered as one
enterprise, (C) except for regular quarterly dividends on the
Company's $1.50 Convertible Preferred Stock, par value $1.00 per share
(the "$1.50 Preferred Stock"), in amounts per share that are
consistent with past practice, there has been no dividend or
distribution of any kind declared, paid or made by the Company on any
class of its capital stock and (D) there shall not have been (1) an
actual, constructive, arranged or compromised total loss (as
determined by the Company's insurance underwriter's marine surveyor)
of either the Neddrill 1 Drillship, the Neddrill 2 Drillship or the
Neddrill 6 semi-submersible drilling rig or two or more other vessels
of Neddrill or (2) a cancellation, termination or rescission by
Petroleo Brasiliero S.A. ("Petrobras") of either the currently
existing drilling contracts with Petrobras regarding the Neddrill 1
Drillship and the Neddrill 2 Drillship.

(vi) Good Standing of the Company. The Company
has been duly organized and is validly existing as a corporation in
good standing under the laws of the State of Delaware and has
corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the Prospectuses and to
enter into and perform its obligations under this Agreement; and the
Company is duly qualified as a foreign corporation to transact
business and is in good standing in each other jurisdiction in which

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<PAGE> 11
such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the
failure so to qualify or to be in good standing would not result in a
Material Adverse Effect.

(vii) Good Standing of Subsidiaries. Each
subsidiary of the Company listed on Schedule C hereto (each a
"Subsidiary" and, collectively, the "Subsidiaries"), and each
subsidiary of Neddrill the capital stock of which is to be acquired by
the Company pursuant to the Neddrill Agreement (the "Acquired
Subsidiaries"), has been duly organized and is validly existing as a
corporation or limited liability company under the laws of the
jurisdiction of its incorporation or organization, has corporate or
limited liability company power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectuses and is duly qualified as a foreign corporation or limited
liability company to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of
business, except where the failure so to qualify or to be in good
standing would not result in a Material Adverse Effect; except as
otherwise disclosed in the Registration Statement, all of the issued
and outstanding capital stock of each such Subsidiary has been duly
authorized and validly issued, is fully paid and non-assessable and,
except for directors' qualifying shares, is owned by the Company,
directly or through subsidiaries, free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity; none
of the outstanding shares of capital stock of any Subsidiary was
issued in violation of the preemptive or similar rights of any
securityholder of such Subsidiary. The only subsidiaries of the
Company are (a) the subsidiaries listed on Schedule C hereto and (b)
certain other subsidiaries none of which constitutes a "Material
Subsidiary" within the meaning of the Indenture pursuant to which the
Senior Notes are proposed to be issued (the "Indenture").

(viii) Capitalization. The authorized, issued and
outstanding capital stock of the Company is as set forth in the
Prospectuses in the column entitled "Actual" under the caption
"Capitalization" (except for subsequent issuances, if any, pursuant to
this Agreement and the U.S. Purchase Agreement, the issuance of
5,000,000 shares of Common Stock as contemplated by the Nedrill
Agreement (the "Nedrill Shares") or issuances pursuant to
reservations, agreements or employee benefit plans referred to in the
Prospectuses or pursuant to the exercise of convertible securities or
options referred to in the Prospectuses). The shares of issued and
outstanding capital stock of the Company have been duly authorized and
validly issued and are fully paid and non-assessable. The Neddrill
Shares have been duly authorized and, when issued in accordance with
the terms of the Neddrill Agreement, will be validly issued and fully
paid and non-assessable. None of the outstanding shares of capital
stock of the Company was issued, nor will the Nedrill Shares be
issued, in violation of the preemptive or other similar rights of any
securityholder of the Company.

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<PAGE> 12
(ix) Authorization of Agreements. This Agreement,
the U.S. Purchase Agreement and the Nedrill Agreement have been duly
authorized, executed and delivered by the Company.

(x) Authorization and Description of Securities.
The Securities to be purchased by the International Managers and the
U.S. Underwriters from the Company have been duly authorized for
issuance and sale to the International Managers pursuant to this
Agreement and the U.S. Underwriters pursuant to the U.S. Purchase
Agreement, respectively, and, when issued and delivered by the Company
pursuant to this Agreement and the U.S. Purchase Agreement,
respectively, against payment of the consideration set forth herein
and the U.S. Purchase Agreement, respectively, will be validly
issued, fully paid and non-assessable; the Common Stock conforms in
all material respects to all statements relating thereto contained or
incorporated by reference in the Prospectuses and such description
conforms to the rights set forth in the instruments defining the same;
no holder of the Securities will be subject to personal liability by
reason of being such a holder; and the issuance of the Securities is
not subject to the preemptive or other similar rights of any
securityholder of the Company.

(xi) Absence of Defaults and Conflicts. Neither
the Company nor any of its subsidiaries is in violation of its charter
or by-laws or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which it or any of
them may be bound, or to which any of the property or assets of the
Company or any subsidiary is subject (collectively, "Agreements and
Instruments") except for such defaults that would not result in a
Material Adverse Effect; and the execution, delivery and performance
of this Agreement, the U.S. Purchase Agreement, the Debt Purchase
Agreement, the Indenture and the Neddrill Agreement and the
consummation of the transactions contemplated in this Agreement, the
U.S. Purchase Agreement, the Debt Purchase Agreement, the Indenture,
the Neddrill Agreement and in the Registration Statement (including
the issuance and sale of the Securities and the Senior Notes, the
acquisition of assets pursuant to the Neddrill Agreement, and the use
of the proceeds from the sale of the Securities and the Senior Notes
as described in the Prospectuses under the caption "Use of Proceeds")
and compliance by the Company with its obligations under this
Agreement, the U.S. Purchase Agreement, the Debt Purchase Agreement,
the Indenture and the Nedrill Agreement have been duly authorized by
all necessary corporate action and do not and will not, whether with
or without the giving of notice or passage of time or both, constitute
a breach of, or default or Repayment Event (as defined below) under,
or result in the creation or imposition of any lien. charge or
encumbrance upon any property or assets of the Company or any
subsidiary or the Acquired Subsidiaries pursuant to, the Agreements
and Instruments (except for such conflicts, breaches or defaults or
liens, charges or encumbrances that would not result in a Material
Adverse Effect), nor will such action result in any violation of the
provisions of the charter or by- laws of the Company or any subsidiary

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<PAGE> 13
or the Acquired Subsidiaries or any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any government,
government instrumentality, or court, domestic or foreign, having
jurisdiction over the Company or any subsidiary, or any of their
assets, properties or operations. As used herein, a "Repayment Event"
means any event or condition which gives the holder of any note,
debenture or other evidence of indebtedness (or any person acting on
such holder's behalf) the right to require the repurchase, redemption
or repayment of all or a portion of such indebtedness by the Company
or any subsidiary.

(xii) Absence of Labor Dispute. No labor dispute
with the employees of the Company or any subsidiary exists or, to the
knowledge of the Company, is imminent, and the Company is not aware of
any existing or imminent labor disturbance by the employees of Nedrill
or any of its subsidiaries, which, in either case, may reasonably be
expected to result in a Material Adverse Effect.

(xiii) Absence of Proceedings. There is no action,
suit, proceeding, inquiry or investigation before or brought by any
court or governmental agency or body, domestic or foreign, now
pending, or, to the knowledge of the Company, threatened, against or
affecting the Company or any subsidiary, which is required to be
disclosed in the Registration Statement (other than as disclosed
therein), or which might reasonably be expected to result in a
Material Adverse Effect, or which might reasonably be expected to
materially and adversely affect the properties or assets thereof or
the consummation of the transactions contemplated in this Agreement,
the U.S. Purchase Agreement, the Debt Purchase Agreement, the
Indenture and the Nedrill Agreement or the performance by the Company
of its obligations hereunder or thereunder; the aggregate of all
pending legal or governmental proceedings to which the Company or any
subsidiary is a party or of which any of their respective property or
assets is the subject which are not described in the Registration
Statement, including ordinary routine litigation incidental to the
business, could not reasonably be expected to result in a Material
Adverse Effect.

(xiv) Accuracy of Exhibits. There are no contracts
or documents which are required to be described in the Registration
Statement, the Prospectuses or the documents incorporated by reference
therein or to be filed as exhibits thereto which have not been so
described and filed as required.

(xv) Possession of Intellectual Property. The
Company and its subsidiaries own or possess, or can acquire on
reasonable terms, adequate patents, patent rights, licenses,
inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks, trade
names, or other intellectual property (collectively, "Intellectual
Property") necessary to carry on the business now operated by them,
and neither the Company nor any of its subsidiaries has received any
notice or is otherwise aware of any infringement of or breach of
asserted rights of others with respect to any Intellectual Property or
of any facts or circumstances which would render any Intellectual
Property invalid or

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<PAGE> 14
inadequate to protect the interest of the Company or any of its
subsidiaries therein, and which infringement or conflict (if the
subject of any unfavorable decision, ruling or finding) or invalidity
or inadequacy, singly or in the aggregate, would result in a Material
Adverse Effect.

(xvi) Absence of Further Requirements. No filing
with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental
authority or agency is necessary or required for the performance by
the Company of its obligations hereunder, in connection with the
offering, issuance or sale of the Securities under this Agreement and
the U.S. Purchase Agreement or the consummation of the transactions
contemplated by this Agreement, the U.S. Purchase Agreement, the Debt
Purchase Agreement, the Indenture and the Nedrill Agreement, except
such as have been already obtained or as may be required under the
1933 Act or the 1933 Act Regulations and foreign or state securities
or blue sky laws.

(xvii) Possession of Licenses and Permits. The
Company and its subsidiaries possess such permits, licenses,
approvals, consents and other authorizations (collectively,
"Governmental Licenses") issued by the appropriate federal, state,
local or foreign regulatory agencies or bodies necessary to conduct
the business now operated by them except where the failure to have
such Governmental Licenses would not have a Material Adverse Effect;
the Company and its subsidiaries are in compliance with the terms and
conditions of all such Governmental Licenses, except where the failure
so to comply would not, singly or in the aggregate, have a Material
Adverse Effect; all of the Governmental Licenses are valid and in full
force and effect, except when the invalidity of such Governmental
Licenses or the failure of such Governmental Licenses to be in full
force and effect would not have a Material Adverse Effect; and neither
the Company nor any of its subsidiaries has received any notice of
proceedings relating to the revocation or modification of any such
Governmental Licenses which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would result in
a Material Adverse Effect.

(xviii) Title to Property. The Company and its
subsidiaries have good and indefeasible title to all offshore drilling
rigs described as being owned by them in the Prospectus. Upon closing
of the transactions contemplated in the Neddrill Agreement, the
Company and its subsidiaries will have obtained good and indefeasible
title to the offshore drilling units described as owned by Nedrill in
the Prospectuses under the caption "The Acquisition." All of the
leases, subleases or bareboat charters material to the business of the
Company and its subsidiaries, considered as one enterprise, and under
which the Company or any of its subsidiaries holds properties
described in the Prospectuses, are in full force and effect, and
neither the Company nor any subsidiary has any notice of any material
claim of any sort that has been asserted by anyone adverse to the
rights of the Company or any subsidiary under any of the leases,
subleases or bareboat charters mentioned above, or

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affecting or questioning the rights of the Company or such subsidiary
to the continued possession of the leased or subleased premises under
any such lease or sublease.

(xix) Neddrill Acquisition. The preliminary
closing contemplated by Section 10.2(b) of the Nedrill Agreement has
occurred, and upon the closing of the transaction contemplated in the
Neddrill Agreement concurrently with the closing of the transactions
contemplated in this Agreement, the U.S. Purchase Agreement and the
Debt Purchase Agreement, the Company and its subsidiaries will
purchase the Assets (as defined in the Neddrill Agreement) in
accordance with the Neddrill Agreement.

(xx) Compliance with Cuba Act. The Company has
complied with, and is and will be in compliance with, the provisions
of that certain Florida act relating to disclosure of doing business
with Cuba, codified as Section 517.075 of the Florida statutes, and
the rules and regulations thereunder (collectively, the "Cuba Act") or
is exempt therefrom.

(xxi) Investment Company Act. The Company is not,
and upon the issuance and sale of the Securities as herein
contemplated and the application of the net proceeds therefrom as
described in the Prospectuses will not be, an "investment company" or
an entity "controlled" by an "investment company" as such terms are
defined in the Investment Company Act of 1940, as amended (the "1940
Act").

(xxii) Environmental Laws. Except as described in
the Registration Statement and except as would not, singly or in the
aggregate, result in a Material Adverse Effect, (A) neither the
Company nor any of its subsidiaries is in violation of any federal,
state, local or foreign statute, law, rule, regulation, ordinance,
code, policy or rule of common law or any judicial or administrative
interpretation thereof, including any judicial or administrative
order, consent, decree or judgment, relating to pollution or
protection of human health, the environment (including, without
limitation, ambient air, surface water, groundwater, land surface or
subsurface strata) or wildlife, including, without limitation, laws
and regulations relating to the release or threatened release of
chemicals, pollutants, contaminants, wastes, toxic substances,
hazardous substances, petroleum or petroleum products (collectively,
"Hazardous Materials") or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling
of Hazardous Materials (collectively, "Environmental Laws"), (B) the
Company and its subsidiaries have all permits, authorizations and
approvals required under any applicable Environmental Laws and are
each in compliance with their requirements, (C) there are no pending
or threatened administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or
violation, investigation or proceedings relating to any Environmental
Law against the Company or any of its subsidiaries and (D) there are
no events or circumstances that might reasonably be expected to form
the basis of an order for clean-up or remediation, or an action, suit
or proceeding by any private party or

11
<PAGE> 16
governmental body or agency, against or affecting the Company or any
of its subsidiaries relating to Hazardous Materials or any
Environmental Laws.

(xxiii) Registration Rights. There are no persons
with registration or other similar rights to have any securities
registered pursuant to the Registration Statement or otherwise
registered by the Company under the 1933 Act, except pursuant to (i)
that certain Registration Agreement dated April 22, 1994 between the
Company and Joseph E. Beall, (ii) that certain Registration Rights
Agreement dated as of September 15, 1994 between the Company and
P.A.J.W. Corporation and (iii) that certain Registration Rights
Agreement to be entered into between the Company and Nedlloyd
concurrently with the closing of the transactions contemplated in the
Neddrill Agreement, as described in the Neddrill Agreement. The
Company has complied with all provisions of such registration rights
agreements with respect to the Registration Statement and no
stockholder has any right to require the registration of any
securities under the 1933 Act pursuant to the Registration Statement
which right has not heretofore been waived in writing.

(xxiv) Listing. The Securities have been approved
for listing on the New York Stock Exchange, subject to official notice
of issuance.

(b) Officer's Certificates. Any certificate signed by
any officer of the Company or any of its subsidiaries delivered to the Global
Coordinator, the Lead Managers or to counsel for the International Managers
shall be deemed a representation and warranty by the Company to each
International Manager as to the matters covered thereby.

SECTION 2. Sale and Delivery to International Underwriters; Closing.

(a) Initial Securities. On the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company agrees to sell to each International
Manager, severally and not jointly, and each International Manager, severally
and not jointly, agrees to purchase from the Company, at the price per share
set forth in Schedule B, the number of Initial International Securities set
forth in Schedule A opposite the name of such International Manager, plus any
additional number of Initial International Securities which such International
Manager may become obligated to purchase pursuant to the provisions of Section
10 hereof.

(b) Option Securities. In addition, on the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company hereby grants an option to the
International Managers, severally and not jointly, to purchase up to an
additional 495,000 shares of Common Stock at the price per share set forth in
Schedule B, less an amount per share equal to any dividends or distributions
declared by the Company and payable on the Initial International Securities but
not payable on the International Option Securities. The option hereby granted
will expire 30 days after the date hereof and may be exercised in whole or in
part from time to time only for the purpose of covering over-allotments which
may be made in

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<PAGE> 17
connection with the offering and distribution of the Initial International
Securities upon notice by the Global Coordinator to the Company setting forth
the number of International Option Securities as to which the several
International Managers are then exercising the option and the time and date of
payment and delivery for such International Option Securities. Any such time
and date of delivery for the International Option Securities (a "Date of
Delivery") shall be determined by the Global Coordinator, but shall not be
later than seven full business days after the exercise of said option, nor in
any event prior to the Closing Time, as hereinafter defined. If the option is
exercised as to all or any portion of the International Option Securities, each
of the International Managers, acting severally and not jointly, will purchase
that proportion of the total number of International Option Securities then
being purchased which the number of Initial International Securities set forth
in Schedule A opposite the name of such International Manager bears to the
total number of Initial International Securities, subject in each case to such
adjustments as the Global Coordinator in its discretion shall make to eliminate
any sales or purchases of fractional shares.

(c) Payment. Payment of the purchase price for, and
delivery of certificates for, the Initial Securities shall be made at the
offices of Thompson & Knight, P.C., 1700 Pacific Avenue, Suite 3300, Dallas,
Texas 75201, or at such other place as shall be agreed upon by the Global
Coordinator and the Company, at 10:00 A.M. (Eastern time) on the third (fourth,
if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business
day after the date hereof (unless postponed in accordance with the provisions
of Section 10), or such other time not later than ten business days after such
date as shall be agreed upon by the Global Coordinator and the Company (such
time and date of payment and delivery being herein called "Closing Time").

In addition, in the event that any or all of the International
Option Securities are purchased by the International Managers, payment of the
purchase price for, and delivery of certificates for, such International Option
Securities shall be made at the above-mentioned offices, or at such other place
as shall be agreed upon by the Global Coordinator and the Company, on each Date
of Delivery as specified in the notice from the Global Coordinator to the
Company.

Payment shall be made to the Company by wire transfer of
immediately available funds to a bank account designated by the Company against
delivery to the Lead Managers for the respective accounts of the International
Managers of certificates for the International Securities to be purchased by
them. It is understood that each International Manager has authorized the Lead
Managers, for its account, to accept delivery of, receipt for, and make payment
of the purchase price for, the Initial International Securities and the
International Option Securities, if any, which it has agreed to purchase.
Merrill Lynch, individually and not as representative of the International
Managers, may (but shall not be obligated to) make payment of the purchase
price for the Initial International Securities or the International Option
Securities, if any, to be purchased by any International Manager whose funds
have not been received by the Closing Time or the relevant Date of Delivery, as
the case may be, but such payment shall not relieve such International Manager
from its obligations hereunder.

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<PAGE> 18
(d) Denominations; Registration. Certificates for the
Initial International Securities and the International Option Securities, if
any, shall be in such denominations and registered in such names as the Lead
Managers may request in writing at least one full business day before the
Closing Time or the relevant Date of Delivery, as the case may be. The
certificates for the Initial International Securities and the International
Option Securities, if any, will be made available for examination and packaging
by the Lead Managers in The City of New York not later than 10:00 A.M. (Eastern
time) on the business day prior to the Closing Time or the relevant Date of
Delivery, as the case may be.

SECTION 3. Covenants of the Company.

The Company covenants with each International Manager as follows:

(a) Compliance with Securities Regulations and Commission
Requests. The Company, subject to Section 3(b), will comply with the
requirements of Rule 430A or Rule 434, as applicable, and will notify the
Global Coordinator immediately, and confirm the notice in writing, (i) when any
post-effective amendment to the Registration Statement shall become effective,
or any supplement to the Prospectuses or any amended Prospectuses shall have
been filed, (ii) of the receipt of any comments from the Commission, (iii) of
any request by the Commission for any amendment to the Registration Statement
or any amendment or supplement to the Prospectuses or for additional
information, and (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus, or of the
suspension of the qualification of the Securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceedings for any of
such purposes. The Company will promptly effect the filings necessary pursuant
to Rule 424(b) and will take such steps as it deems necessary to ascertain
promptly whether the form of prospectus transmitted for filing under Rule
424(b) was received for filing by the Commission and, in the event that it was
not, it will promptly file such prospectus. The Company will make every
reasonable effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the earliest possible moment.

(b) Filing of Amendments. The Company will give the
Global Coordinator notice of its intention to file or prepare any amendment to
the Registration Statement (including any filing under Rule 462(b)), any Term
Sheet or any amendment, supplement or revision to either the prospectus
included in the Registration Statement at the time it became effective or to
the Prospectuses, whether pursuant to the 1933 Act, the 1934 Act or otherwise,
will furnish the Global Coordinator with copies of any such documents a
reasonable amount of time prior to such proposed filing or use, as the case may
be, and will not file or use any such document to which the Global Coordinator
shall not have consented (which consent shall not be unreasonably withheld).

(c) Delivery of Registration Statements. The Company has
furnished or will deliver to the Lead Managers and counsel for the
International Managers, without charge, signed copies of the Registration
Statement as originally filed and of each amendment thereto (including

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<PAGE> 19
exhibits filed therewith or incorporated by reference therein and documents
incorporated or deemed to be incorporated by reference therein) and signed
copies of all consents and certificates of experts, and will also deliver to
the Lead Managers, without charge, a conformed copy of the Registration
Statement as originally filed and of each amendment thereto (without exhibits)
for each of the International Managers. If applicable, the copies of the
Registration Statement and each amendment thereto furnished to the
International Managers will be identical to the electronically transmitted
copies thereof filed with the Commission pursuant to EDGAR, except to the
extent permitted by Regulation S- T.

(d) Delivery of Prospectuses. The Company has delivered
to each International Manager, without charge, as many copies of each
preliminary prospectus as such International Manager reasonably requested, and
the Company hereby consents to the use of such copies for purposes permitted by
the 1933 Act. The Company will furnish to each International Manager without
charge, during the period when the International Prospectus is required to be
delivered under the 1933 Act or the 1934 Act, such number of copies of the
International Prospectus (as amended or supplemented) as such International
Managers may reasonably request. If applicable, the International Prospectus
and any amendments or supplements thereto furnished to the International
Managers will be identical to the electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S- T.

(e) Continued Compliance with Securities Laws. The
Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934
Act and the 1934 Act Regulations so as to permit the completion of the
distribution of the Securities as contemplated in this Agreement, the U.S.
Purchase Agreement and in the Prospectuses. If at any time when a prospectus
is required by the 1933 Act to be delivered in connection with sales of the
Securities, any event shall occur or condition shall exist as a result of which
it is necessary, in the opinion of counsel for the International Managers or
for the Company, to amend the Registration Statement or amend or supplement any
Prospectus in order that the Prospectuses will not include any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser, or if it shall be
necessary, in the opinion of such counsel, at any such time to amend the
Registration Statement or amend or supplement any Prospectus in order to comply
with the requirements of the 1933 Act or the 1933 Act Regulations, the Company
will promptly prepare and file with the Commission, subject to Section 3(b),
such amendment or supplement as may be necessary to correct such statement or
omission or to make the Registration Statement or the Prospectuses comply with
such requirements, and the Company will furnish to the International Managers
such number of copies of such amendment or supplement as the International
Managers may reasonably request.

(f) Blue Sky Qualifications. The Company will endeavor,
in cooperation with the International Managers, to qualify the Securities for
offering and sale under the applicable securities laws of such states and other
jurisdictions (domestic or foreign) as the Global Coordinator may designate and
to maintain such qualifications in effect for a period of not less than one
year from the later of the effective date of the Registration Statement and any
Rule 462(b) Registration

15
<PAGE> 20
Statement; provided, however, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign
corporation or as a dealer in securities in any jurisdiction in which it is not
so qualified or to subject itself to taxation in respect of doing business in
any jurisdiction in which it is not otherwise so subject. In each jurisdiction
in which the Securities have been so qualified, the Company will file such
statements and reports as may be required by the laws of such jurisdiction to
continue such qualification in effect for a period of not less than one year
from the effective date of the Registration Statement and any Rule 462(b)
Registration Statement.

(g) Rule 158. The Company will timely file such reports
pursuant to the 1934 Act as are necessary in order to make generally available
to its securityholders as soon as practicable an earnings statement for the
purposes of, and to provide the benefits contemplated by, the last paragraph of
Section 11(a) of the 1933 Act.

(h) Use of Proceeds. The Company will use the net
proceeds received by it from the sale of the Securities in the manner specified
in the Prospectuses under "Use of Proceeds".

(i) Enforcement of Neddrill Lock-up. The Company will
enforce the lock-up arrangement agreed to by Royal Nedlloyd N.V. in Section
10.3 of the Neddrill Agreement.

(j) Restriction on Sale of Securities. During a period
of 120 days from the date of the Prospectuses, the Company will not, without
the prior written consent of the Global Coordinator, (i) directly or
indirectly, offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase or otherwise transfer or dispose of any share of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or file any registration statement under the 1933 Act with respect
to any of the foregoing or (ii) enter into any swap or any other agreement or
any transaction that transfers, in whole or in part, directly or indirectly,
the economic consequence of ownership of the Common Stock, whether any such
swap or transaction described in clause (i) or (ii) above is to be settled by
delivery of Common Stock or such other securities, in cash or otherwise. The
foregoing sentence shall not apply to (A) the Securities to be sold hereunder
or the Nedrill Shares to be issued pursuant to the Nedrill Agreement, (B) any
shares of Common Stock issued by the Company upon the exercise of an option or
warrant or the conversion of a security outstanding on the date hereof and
referred to in the Prospectuses, (C) any shares of Common Stock issued or
options to purchase Common Stock granted pursuant to existing employee benefit
plans of the Company referred to in the Prospectuses or (D) any shares of
Common Stock issued pursuant to any non-employee director stock plan or
agreement or dividend reinvestment plan.

(k) Reporting Requirements. The Company, during the
period when the Prospectuses are required to be delivered under the 1933 Act or
the 1934 Act, will file all documents required to be filed with the Commission
pursuant to the 1934 Act within the time periods required by the 1934 Act and
the 1934 Act Regulations.

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<PAGE> 21
SECTION 4. Payment of Expenses.

(a) Expenses. The Company will pay all expenses incident
to the performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, printing and delivery to the Underwriters of
this Agreement, the U.S. Purchase Agreement, any Agreement among Underwriters
and such other documents as may be reasonably required in connection with the
offering, purchase, sale, issuance or delivery of the Securities, (iii) the
preparation, issuance and delivery of the certificates for the Securities to
the Underwriters, including any stock or other transfer taxes and any stamp or
other duties payable upon the sale, issuance or delivery of the Securities to
the Underwriters and the transfer of the Securities between the U.S.
Underwriters and the International Managers, (iv) the fees and disbursements of
the Company's counsel, accountants and other advisors, (v) the qualification of
the Securities under securities laws in accordance with the provisions of
Section 3(f) hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the printing and delivery to the Underwriters of copies of each
preliminary prospectus, any Term Sheets and of the Prospectuses and any
amendments or supplements thereto, (vii) the preparation, printing and delivery
to the Underwriters of copies of the Blue Sky Survey and any supplement
thereto, (viii) the fees and expenses of any transfer agent or registrar for
the Securities and (ix) the filing fees incident to, and the reasonable fees
and disbursements of counsel to the Underwriters in connection with, the review
by the National Association of Securities Dealers, Inc. (the "NASD") of the
terms of the sale of the Securities and (x) the fees and expenses incurred in
connection with the listing of the Securities on the New York Stock Exchange.

(b) Termination of Agreement. If this Agreement is
terminated by the Lead Managers in accordance with the provisions of Section 5
or Section 9(a)(i) hereof, the Company shall reimburse the International
Managers for all of their out-of-pocket expenses, including the reasonable fees
and disbursements of counsel for the International Managers, to the extent that
such fees and disbursements were actually incurred in connection with the
proposed sale and purchase of the Securities and the filings and documentation
necessary thereto, including without limitation, the fees and disbursements of
such counsel incurred in connection with the participation in due diligence
meetings and investigations, the participation in meetings and conferences
relating to the preparation and filing of the Registration Statement with the
Commission and the NASD and the preparation of responses to comments of the
staffs of the Commission and NASD and the preparation of underwriting
agreements and documentation.

SECTION 5. Conditions of International Managers' Obligations.

The obligations of the several International Managers hereunder are
subject to the accuracy of the representations and warranties of the Company
contained in Section 1 hereof or in certificates of any officer of the Company
or any subsidiary of the Company delivered pursuant to the provisions

17
<PAGE> 22
hereof, to the performance by the Company of its covenants and other
obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement. The
Registration Statement, including any Rule 462(b) Registration Statement, has
become effective and at Closing Time no stop order suspending the effectiveness
of the Registration Statement shall have been issued under the 1933 Act or
proceedings therefor initiated or threatened by the Commission, and any request
on the part of the Commission for additional information shall have been
complied with to the reasonable satisfaction of counsel to the International
Managers. A prospectus containing the Rule 430A Information shall have been
filed with the Commission in accordance with Rule 424(b) (or a post-effective
amendment providing such information shall have been filed and declared
effective in accordance with the requirements of Rule 430A) or, if the Company
has elected to rely upon Rule 434, a Term Sheet shall have been filed with the
Commission in accordance with Rule 424(b).

(b) Opinion of Counsel for Company. At Closing Time, the
Lead Managers shall have received the favorable opinion, dated as of Closing
Time, of Thompson & Knight, P.C., counsel for the Company, in form and
substance reasonably satisfactory to counsel for the International Managers,
together with signed or reproduced copies of such letter for each of the other
International Managers to the effect set forth in Exhibit A hereto and to such
further effect as counsel to the International Managers may reasonably request.

(c) Opinion of Counsel for International Managers. At
Closing Time, the Lead Managers shall have received the favorable opinion,
dated as of Closing Time, of Andrews & Kurth L.L.P., counsel for the
International Managers, together with signed or reproduced copies of such
letter for each of the other International Managers with respect to the matters
set forth in clauses (i), (ii), (v), (vi) (solely as to preemptive or other
similar rights arising by operation of law or under the charter or by-laws of
the Company), (viii) through (x), inclusive, (xii), (xiv) (solely as to the
information incorporated by reference in the Prospectus as such information
relates to the description of the Common Stock and the penultimate paragraph of
Exhibit A hereto. In giving such opinion such counsel may rely as to all
matters governed by the laws of jurisdictions other than the law of the State
of New York the federal law of the United States and the General Corporation
Law of the State of Delaware, upon the opinions of counsel satisfactory to the
Lead Managers. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper,
upon certificates of officers of the Company and its subsidiaries and
certificates of public officials.

(d) Officers' Certificate. At Closing Time, there shall
not have been, since the date hereof or since the respective dates as of which
information is given in the Prospectuses, any material adverse change in the
financial condition, or in the earnings, business affairs or properties, or
development involving a prospective material adverse change in the business
affairs, of the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, and the Lead
Managers shall have received a certificate of the President or a Vice President
of the Company and of the chief financial or chief accounting officer of the
Company,

18
<PAGE> 23
dated as of Closing Time, to the effect that (i) there has been no such
material adverse change, (ii) the representations and warranties in Section
1(a) hereof are true and correct with the same force and effect as though
expressly made at and as of Closing Time, (iii) the Company has complied with
all agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to Closing Time, and (iv) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending or, to the knowledge of
such officers, are contemplated by the Commission.

(e) Accountants' Comfort Letters. At the time of the
execution of this Agreement, the Lead Managers shall have received from each of
Price Waterhouse LLP, Arthur Andersen LLP and KPMG Accountants N.V. letters
dated such date, in form and substance reasonably satisfactory to the Lead
Managers, together with signed or reproduced copies of such letter for each of
the other International Managers to the effect set forth in Exhibits C, D and E
hereto, respectively, and to such further effect as counsel to the
International Managers may reasonably request.

(f) Bring-down Comfort Letter. At Closing Time, the Lead
Managers shall have received from Price Waterhouse LLP, Arthur Anderson LLP and
KPMG Accountants N.V. letters, dated as of Closing Time, to the effect that
they reaffirm the statements made in the letter furnished pursuant to
subsection (e) of this Section, except that the specified date referred to
shall be a date not more than three business days prior to Closing Time.

(g) Approval of Listing. At Closing Time, the Securities
shall have been approved for listing on the New York Stock Exchange, subject
only to official notice of issuance.)

(h) No Objection. The NASD shall not have raised any
objection with respect to the fairness and reasonableness of the underwriting
terms and arrangements.

(i) Lock-up Agreements. At the date of this Agreement,
the Lead Managers shall have received an agreement substantially in the form of
Exhibit F hereto signed by the persons listed on Schedule D hereto.

(j) Purchase of Initial U.S. Securities. Concurrently
with the purchase by the International Managers of the Initial International
Securities under this Agreement, the U.S. Underwriters shall have purchased the
Initial U.S. Securities under the U.S. Purchase Agreement.

(k) Purchase of Senior Notes. Concurrently with the
purchase by the International Managers of the Initial International Securities
under this Agreement, the Debt Underwriters shall have purchased the Senior
Notes under the Debt Purchase Agreement.

(l) Closing of Neddrill Acquisition. Concurrently with
the purchase by the International Managers of the Initial International
Securities, the Company shall have consummated its acquisition of the Assets
(as defined in the Neddrill Agreement) without waiver or modification

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<PAGE> 24
of any material condition to the Company's obligations to consummate such
acquisition under the Neddrill Agreement except as such waivers and
modifications were made at the preliminary closing contemplated by Section
10.2(b) of the Neddrill Agreement.

(m) Conditions to Purchase of International Option
Securities. In the event that the International Managers exercise their option
provided in Section 2(b) hereof to purchase all or any portion of the
International Option Securities, the representations and warranties of the
Company contained herein and the statements in any certificates furnished by
the Company or any subsidiary of the Company hereunder shall be true and
correct as of each Date of Delivery and, at the relevant Date of Delivery, the
Lead Managers shall have received:

(i) Officers' Certificate. A certificate, dated
such Date of Delivery, of the President or a Vice President of the
Company and of the chief financial or chief accounting officer of the
Company confirming that the certificate delivered at the Closing Time
pursuant to Section 5(d) hereof remains true and correct as of such
Date of Delivery.

(ii) Opinion of Counsel for Company. The
favorable opinion of Thompson & Knight, P.C., counsel for the Company,
in form and substance reasonably satisfactory to counsel for the
International Managers, dated such Date of Delivery, relating to the
International Option Securities to be purchased on such Date of
Delivery and otherwise to the same effect as the opinion required by
Section 5(b) hereof.

(iii) Opinion of Counsel for International
Managers. The favorable opinion of Andrews & Kurth L.L.P., counsel
for the International Managers, dated such Date of Delivery, relating
to the International Option Securities to be purchased on such Date of
Delivery and otherwise to the same effect as the opinion required by
Section 5(c) hereof.

(iv) Bring-down Comfort Letter. Letters from
Price Waterhouse LLP, Arthur Anderson LLP and KPMG Accountants N.V.,
in form and substance reasonably satisfactory to the Lead Managers and
dated such Date of Delivery, substantially in the same form and
substance as the letters furnished to the Lead Managers pursuant to
Section 5(f) hereof, except that the "specified date" in the letter
furnished pursuant to this paragraph shall be a date not more than
five days prior to such Date of Delivery.

(n) Additional Documents. At Closing Time and at each
Date of Delivery counsel for the International Managers shall have been
furnished with such documents and opinions as they may reasonably require for
the purpose of enabling them to pass upon the issuance and sale of the
Securities as herein contemplated, or in order to evidence the accuracy of any
of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Securities as herein contemplated
shall be reasonably satisfactory in form and substance to the Lead Managers and
counsel for the International Managers.

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<PAGE> 25
(o) Termination of Agreement. If any condition specified
in this Section shall not have been fulfilled when and as required to be
fulfilled, this Agreement, or, in the case of any condition to the purchase of
International Option Securities on a Date of Delivery which is after the
Closing Time, the obligations of the several International Managers to purchase
the relevant Option Securities may be terminated by the Lead Managers by notice
to the Company at any time at or prior to Closing Time or such Date of
Delivery, as the case may be, and such termination shall be without liability
of any party to any other party except as provided in Section 4 and except that
Sections 1, 6, 7 and 8 shall survive any such termination and remain in full
force and effect.

SECTION 6. Indemnification.

(a) Indemnification of International Managers. The
Company agrees to indemnify and hold harmless each International Manager and
each person, if any, who controls any International Manager within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto), including the
Rule 430A Information and the Rule 434 Information, if applicable, or
the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus
or the Prospectuses (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 6(d) below)
any such settlement is effected with the written consent of the
Company; and

(iii) against any and all expense whatsoever, as
incurred (including the fees and disbursements of counsel chosen by
Merrill Lynch), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that (x)
the Company is required to do so under Section 6(c) below and (y) any
such expense is not paid under (i) or (ii) above;

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<PAGE> 26
provided, however, that this indemnity agreement shall not apply to
any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company by any International Manager through the Lead Managers expressly for
use in the Registration Statement (or any amendment thereto), including the
Rule 430A Information and the Rule 434 Information, if applicable, or any
preliminary prospectus or the Prospectuses (or any amendment or supplement
thereto); and provided further, that this indemnity agreement with respect to
any preliminary prospectus shall not inure to the benefit of any International
Manager from whom the person asserting any such losses, liabilities, claims,
damages or expenses purchased Securities, or any person controlling such
International Manager, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any such amendments or
supplements thereto, but excluding documents incorporated or deemed to be
incorporated by reference therein) was not sent or given by or on behalf of the
International Manager to such person if such is required by law at or prior to
the written confirmation of the sale of such Securities to such person and if
the Prospectus (as so amended or supplemented, but excluding documents
incorporated or deemed to be incorporated by reference therein) would have
corrected any untrue statement or omission, or alleged untrue statement or
omission, giving rise to such loss, liability, claim, damage or expense
(provided the Company has delivered the Prospectus to the several International
Manager in requisite quantity on a timely basis to permit such delivery or
sending), it being understood that this proviso shall have no application if
such untrue statement or omission, or alleged untrue statement or omission,
shall have been corrected in a document which is incorporated or deemed to be
incorporated by reference in the International Prospectus.

(b) Indemnification of Company, Directors and Officers.
Each International Manager severally agrees to indemnify and hold harmless the
Company, its directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), including the Rule 430A
Information and the Rule 434 Information, if applicable, or any preliminary
prospectus or the International Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such International Manager through the Lead Managers
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the Prospectuses (or any amendment or supplement
thereto).

(c) Actions against Parties; Notification. Each
indemnified party shall give notice as promptly as reasonably practicable to
each indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to
the extent it is not materially prejudiced as a result thereof and in any event
shall not relieve it from any liability, which it may have otherwise than on
account of this indemnity agreement. In the case of

22
<PAGE> 27
parties indemnified pursuant to Section 6(a) above, counsel to the indemnified
parties shall be selected by Merrill Lynch, and, in the case of parties
indemnified pursuant to Section 6(b) above, counsel to the indemnified parties
shall be selected by the Company. An indemnifying party may participate at its
own expense in the defense of any such action. If it so elects within a
reasonable time after receipt of such notice, an indemnifying party, jointly
with any other indemnifying parties receiving such notice, may assume the
defense of such action with counsel chosen by it and approved by the
indemnifying parties defendant in such action, except to the extent such
indemnified parties retain separate counsel ("Separate Counsel"), with respect
to legal defenses available to them that are different from or in addition to
those available to such indemnifying party or parties and such defenses are in
conflict with the interests of the indemnifying parties. If an indemnifying
party assumes the defense of such action, the indemnifying parties shall not be
liable for any fees or expenses of counsel for the indemnified parties incurred
thereafter in connection with such action (other than those of Separate Counsel
engaged in accordance with the foregoing sentence). In no event shall the
indemnifying parties be liable for the reasonable fees and expenses of more
than the Separate Counsel (in addition to any local counsel) separate from
their own counsel for all indemnified parties in connection with any one action
or separate but similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.

(d) Settlement without Consent if Failure to Reimburse.
If at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel for which
such indemnifying party is otherwise entitled to reimbursement pursuant to the
terms of this Agreement, such indemnifying party agrees that it shall be liable
for any settlement of the nature contemplated by Section 6(a)(ii) effected
without its written consent if (i) such settlement is entered into more than 60
days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.

SECTION 7. Contribution.

If the indemnification provided for in Section 6 hereof is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the

23
<PAGE> 28
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the International Managers on the other hand from the offering of the
Securities pursuant to this Agreement or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
International Managers on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and the
International Managers on the other hand in connection with the offering of the
International Securities pursuant to this Agreement shall be deemed to be in
the same respective proportions as the total net proceeds from the offering of
the International Securities pursuant to this Agreement (before deducting
expenses) received by the Company and the total underwriting discount received
by the International Managers, in each case as set forth on the cover of the
International Prospectus, or, if Rule 434 is used, the corresponding location
on the Term Sheet, bear to the aggregate initial public offering price of the
International Securities as set forth on such cover.

The relative fault of the Company on the one hand and the
International Managers on the other hand shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or by the International Managers and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

The Company and the International Managers agree that it would not be
just and equitable if contribution pursuant to this Section 7 were determined
by pro rata allocation (even if the International Managers were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this Section
7. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 7 shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no International
Manager shall be required to contribute any amount in excess of the amount by
which the total price at which the International Securities underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any damages which such International Managers has otherwise been required to
pay by reason of any such untrue or alleged untrue statement or omission or
alleged omission.

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<PAGE> 29
No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an
International Manager within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
International Manager, and each director of the Company, each officer of the
Company who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as the
Company. The International Managers' respective obligations to contribute
pursuant to this Section 7 are several in proportion to the number of Initial
International Securities set forth opposite their respective names in Schedule
A hereto and not joint.

SECTION 8. Representations, Warranties and Agreements to Survive Delivery.

All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company submitted pursuant
hereto, shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any International Manager or controlling
person, or by or on behalf of the Company, and shall survive delivery of the
Securities to the International Managers.

SECTION 9. Termination of Agreement.

(a) Termination; General. The Lead Managers may
terminate this Agreement, by notice to the Company, at any time at or prior to
Closing Time (i) if there has been, since the time of execution of this
Agreement or since the respective dates as of which information is given in the
Prospectuses, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, or (ii) if there has occurred any
material adverse change in the financial markets in the United States or the
international financial markets, any outbreak of hostilities or escalation
thereof or other calamity or crisis or any change or development involving a
prospective change in national or international political, financial or
economic conditions, in each case the effect of which is such as to make it, in
the judgment of the Lead Managers, impracticable to market the Securities or to
enforce contracts for the sale of the Securities, or (iii) if trading in any
securities of the Company has been suspended or limited by the Commission or
the New York Stock Exchange, or if trading generally on the American Stock
Exchange or the New York Stock Exchange or in the Nasdaq National Market has
been suspended or limited, or minimum or maximum prices for trading have been
fixed, or maximum ranges for prices have been required, by any of said
exchanges or by such system or by order of the Commission, the National
Association of Securities Dealers, Inc. or any other governmental authority, or
(iv) if a banking moratorium has been declared by either Federal or New York
authorities.

25
<PAGE> 30
(b) Liabilities. If this Agreement is terminated
pursuant to this Section, such termination shall be without liability of any
party to any other party except as provided in Section 4 hereof, and provided
further that Sections 1, 6, 7 and 8 shall survive such termination and remain
in full force and effect.

SECTION 10. Default by One or More of the International Managers.

If one or more of the International Managers shall fail at Closing
Time or a Date of Delivery to purchase the Securities which it or they, are
obligated to purchase under this Agreement (the "Defaulted Securities"), the
Lead Managers shall have the right, within 24 hours thereafter, to make
arrangements for one or more of the non-defaulting International Managers, or
any other underwriters, to purchase all, but not less than all, of the
Defaulted Securities in such amounts as may be agreed upon and upon the terms
herein set forth; if, however, the Lead Managers shall not have completed such
arrangements within such 24-hour period, then:

(a) if the number of Defaulted Securities does not exceed
10% of the number of Securities to be purchased on such date, each of the
non-defaulting International Managers shall be obligated, severally and not
jointly, to purchase the full amount thereof in the proportions that their
respective underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting International Managers, or

(b) if the number of Defaulted Securities exceeds 10% of
the number of Securities to be purchased on such date, this Agreement or, with
respect to any Date of Delivery which occurs after the Closing Time, the
obligation of the Underwriters to purchase and of the Company to sell the
Option Securities to be purchased and sold on such Date of Delivery shall
terminate without liability on the part of any non-defaulting International
Manager.

No action taken pursuant to this Section shall relieve any defaulting
International Manager from liability in respect of its default.

In the event of any such default which does not result in a
termination of this Agreement or, in the case of a Date of Delivery which is
after the Closing Time, which does not result in a termination of the
obligation of the International Managers to purchase and the Company to sell
the relevant International Option Securities, as the case may be, either the
Lead Managers or the Company shall have the right to postpone Closing Time or
the relevant Date of Delivery, as the case may be, for a period not exceeding
seven days in order to effect any required changes in the Registration
Statement or Prospectus or in any other documents or arrangements. As used
herein, the term "International Manager" includes any person substituted for an
International Manager under this Section 10.

26
<PAGE> 31
SECTION 11. Notices.

All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any
standard form of telecommunication. Notices to the International Managers
shall be directed to the Lead Managers at North Tower, World Financial Center,
New York, New York 10281-1201, attention of Wood Steinberg, Vice President; and
notices to the Company shall be directed to it at 10370 Richmond Avenue, suite
400, Houston, Texas 77042, attention of James C. Day, Chairman of the Board,
President and Chief Executive Officer.

SECTION 12. Parties.

This Agreement shall each inure to the benefit of and be binding upon
the International Managers and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person, firm or corporation, other than the International
Managers and the Company and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the International Managers and the Company and
their respective successors, and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of no
other person, firm or corporation. No purchaser of Securities from any
International Manager shall be deemed to be a successor by reason merely of
such purchase.

SECTION 13. GOVERNING LAW AND TIME.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME.

SECTION 14. Effect of Headings.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

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<PAGE> 32
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement between the International Managers and the Company in accordance with
its terms.

Very truly yours,

NOBLE DRILLING CORPORATION

By:
---------------------------------
Name:
Title:

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH INTERNATIONAL
SALOMON BROTHERS INTERNATIONAL LIMITED
SIMMONS & COMPANY INTERNATIONAL

By: MERRILL LYNCH INTERNATIONAL

By:
-----------------------------------
Authorized Signatory

For themselves and as Lead Managers of the
other International Managers named in Schedule A hereto.

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<PAGE> 33
SCHEDULE A

<TABLE>
<CAPTION>
NUMBER OF INITIAL
INTERNATIONAL
NAME OF INTERNATIONAL MANAGER SECURITIES
----------------------------- ----------
<S> <C>
Merrill Lynch International . . . . . . . . . . . . . . . . . . . . . . . . .
Salomon Brothers International Limited . . . . . . . . . . . . . . . . . . .
Simmons & Company International . . . . . . . . . . . . . . . . . . . . . . .

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
----------------------------------
3,300,000
</TABLE>

29
<PAGE> 34
SCHEDULE B

NOBLE DRILLING CORPORATION

3,300,000 SHARES OF COMMON STOCK
(PAR VALUE $.10 PER SHARE)

1. The initial public offering price per share for the Initial
International Securities, determined as provided in said Section 2, shall be
$__________.

2. The purchase price per share for the Initial International
Securities to be paid by the several International Managers shall be $_______,
being an amount equal to the initial public offering price set forth above less
$_______ per share; provided that the purchase price per share for any
International Option Securities purchased upon the exercise of the
over-allotment option described in Section 2(b) shall be reduced by an amount
per share equal to any dividends or distributions declared by the Company and
payable on the Initial International Securities but not payable on the
International Option Securities.

30
<PAGE> 35

SCHEDULE C

SUBSIDIARIES OF NOBLE DRILLING CORPORATION

Triton Engineering Services Company, a Texas corporation
Noble Drilling (West Africa) Inc., a Delaware corporation
Noble Drilling (West Africa) Ltd., a Bermuda corporation
Noble Drilling International, Inc., a Delaware corporation
Noble Drilling (U.K.) Limited, a Scotland corporation
Noble Drilling (Canada) Ltd., an Alberta corporation
Noble Drilling Services Inc., a Delaware corporation
Noble Drilling International Limited, a Cayman Islands corporation
Noble Drilling de Venezuela C.A., a Venezuela corporation
Noble Offshore Corporation, a Delaware corporation
Noble Offshore Africa Inc., a Cayman Islands corporation
Noble Drilling (U.S.) Inc., a Delaware corporation
Noble Drilling (Mexico) Inc., a Delaware corporation
Noble Asset Company Limited, a Cayman Islands corporation
Noble Contracting Company Limited, a Cayman Islands corporation
Noble International Limited, a Cayman Islands corporation
Noble (Gulf of Mexico) Inc., a Delaware corporation

31
<PAGE> 36
SCHEDULE D

PERSONS AND ENTITIES SUBJECT TO LOCK-UP

P.A.J.W. Corporation
The Samuel Roberts Noble Foundation, Inc.

32
<PAGE> 37
EXHIBIT A

FORM OF OPINION OF COMPANY'S COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 5(B)

(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of
the State of Delaware.

(ii) The Company has corporate power and authority
to own, lease and operate its properties and to conduct its business
as described in the Prospectuses and to enter into and perform its
obligations under the International Purchase Agreement, the U.S.
Purchase Agreement and the Neddrill Agreement.

(iii) The Company is duly qualified as a foreign
corporation to transact business and is in good standing under the
laws of each jurisdiction listed on an exhibit to such opinion.

(iv) The authorized, issued and outstanding
capital stock of the Company is as set forth in the Prospectuses in
the column entitled "Actual" under the caption "Capitalization"
(except for subsequent issuances, if any, pursuant to the U.S.
Purchase Agreement and the International Purchase Agreement, the
issuance of 5,000,000 shares of Common Stock as contemplated by the
Neddrill Agreement, or issuances pursuant to reservations, agreements
or employee benefit plans referred to in the Prospectuses or pursuant
to the exercise of convertible securities or options referred to in
the Prospectuses); the shares of issued and outstanding capital stock
have been duly authorized and validly issued and are fully paid and
non-assessable; and none of the outstanding shares of capital stock of
the Company was issued in violation of the preemptive or other similar
rights of any securityholder of the Company.

(v) The Securities to be purchased by the U.S.
Underwriters and the International Managers from the Company have been
duly authorized for issuance and sale to the Underwriters pursuant to
the International Purchase Agreement and the U.S. Purchase Agreement,
respectively, and, when issued and delivered by the Company pursuant
to the International Purchase Agreement and the U.S. Purchase
Agreement, respectively, against payment of the consideration set
forth in the International Purchase Agreement and the U.S. Purchase
Agreement, will be validly issued and fully paid and non-assessable
and no holder of the Securities is or will be subject to personal
liability by reason of being such a holder.

(vi) The issuance of the Securities is not subject
to the preemptive or other similar rights of any securityholder of the
Company, and no holders of securities of the Company have rights to
registration of such securities under the Registration Statement which
have not heretofore been waived in writing.

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<PAGE> 38
(vii) Each Subsidiary has been duly incorporated or
organized and is validly existing as a corporation or a limited
liability company in good standing under the laws of the jurisdiction
of its incorporation or organization, has corporate or limited
liability company power and authority to own, lease and operate its
properties and to conduct its business as described in the
Prospectuses and is duly qualified as a foreign corporation or limited
liability company to transact business and is in good standing in each
jurisdiction listed on an exhibit to such opinion; except as otherwise
disclosed in the Registration Statement, all of the issued and
outstanding capital stock of each Subsidiary has been duly authorized
and validly issued, is fully paid and non-assessable and, to the best
of our knowledge, except for directors' qualifying shares, is owned by
the Company, directly or through subsidiaries, free and clear of any
security interest, mortgage, pledge, lien, encumbrance, claim or
equity; none of the outstanding shares of capital stock of any
Subsidiary was issued in violation of the preemptive or similar rights
of any securityholder of such Subsidiary.

(viii) The International Purchase Agreement and the
U.S. Purchase Agreement have been duly authorized, executed and
delivered by the Company.

(ix) The Registration Statement, including any
Rule 462(b) Registration Statement, has been declared effective under
the 1933 Act; any required filing of the Prospectuses pursuant to Rule
424(b) has been made in the manner and within the time period required
by Rule 424(b); and, to the best of our knowledge, no stop order
suspending the effectiveness of the Registration Statement or any Rule
462(b) Registration Statement has been issued under the 1933 Act and
no proceedings for that purpose have been instituted or are pending or
overtly threatened by the Commission.

(x) The Registration Statement, including any
Rule 462(b) Registration Statement, the Rule 430A Information and the
Rule 434 Information, as applicable, the Prospectuses, excluding the
documents incorporated by reference therein, and each amendment or
supplement to the Registration Statement and the Prospectuses,
excluding the documents incorporated by reference therein, as of their
respective effective or issue dates (other than the financial
statements and related notes, the financial statement schedules and
other financial data included or incorporated by reference therein or
omitted therefrom, as to which such counsel need express no opinion)
complied as to form in all material respects with the requirements of
the 1933 Act and the 1933 Act Regulations.

(xi) The documents incorporated by reference in
the Prospectuses (other than the financial statements and related
notes, financial statement schedules and other financial data included
or incorporated by reference therein or omitted therefrom, as to which
such counsel need express no opinion) when they became effective or
were filed with the Commission, as the case may be, complied as to
form in all material respects with the requirements of the 1933 Act or
the 1934 Act, as applicable, and the rules and regulations of the
Commission thereunder.

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<PAGE> 39
(xii) The form of certificate used to evidence the
Common Stock complies in all material respects with all applicable
statutory requirements, and any applicable requirements of the
certificate of incorporation and by-laws of the Company and the
requirements of the New York Stock Exchange.

(xiii) To the best of our knowledge, there is not
pending or overtly threatened any action, suit, proceeding, inquiry or
investigation, to which the Company or any of its subsidiaries is a
party, or to which the property of the Company or any of its
subsidiaries is subject, before or brought by any court or
governmental agency or body, domestic or foreign, required to be
disclosed in the Registration Statement which is not adequately
disclosed in the Prospectuses or which might reasonably be expected to
result in a Material Adverse Effect, or which might reasonably be
expected to materially and aversely affect the properties or assets
thereof or the consummation of the transactions contemplated in the
U.S. Purchase Agreement, the International Purchase Agreement, the
Neddrill Agreement or the performance by the Company of its
obligations thereunder.

(xiv) The statements made in the description of
Common Stock incorporated by reference in the Prospectuses, and in the
Prospectuses under the captions "Description of Senior Notes" and "The
Acquisition" insofar as they purport to describe the terms of the
Common Stock, the Senior Notes and the Neddrill Agreement,
respectively, and in the Registration Statement under Item 15, insofar
as they address matters of law, summaries of legal matters, the
Company's certificate of incorporation and bylaws or legal
proceedings, or legal conclusions, fairly present in all material
respects the information called for with respect thereto by the 1933
Act Regulations.

(xv) The Neddrill Agreement has been duly
authorized, executed and delivered by the Company, all conditions to
the obligations of Nedlloyd and Neddrill Holding B.V. thereunder have
been satisfied or waived, and upon the closing of the transactions
contemplated in the Neddrill Agreement concurrently with the closing
of transactions contemplated in the International Purchase Agreement,
the U.S. Purchase Agreement and the Debt Purchase Agreement, the
Company and its subsidiaries will purchase the Assets (as defined in
the Neddrill Agreement) in accordance with the Neddrill Agreement; the
5,000,000 shares to be issued to Nedlloyd pursuant to the Neddrill
Agreement have been duly authorized and when issued and delivered by
the Company against payment of the consideration set forth in the
Neddrill Agreement, will be validly issued and fully paid and
non-assessable.

(xvi) To such counsel's knowledge, there are no
franchises, contracts, indentures, mortgages, loan agreements, notes,
leases or other instruments required to be described or referred to in
the Registration Statement or to be filed as exhibits thereto other
than those described or referred to therein or filed or incorporated
by reference as exhibits thereto.

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<PAGE> 40
(xvii) To such counsel's knowledge, neither the
Company nor any Subsidiary is in violation of its charter or by-laws
and no default by the Company or any Subsidiary exists in the due
performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage,
loan agreement, note, lease or other agreement or instrument that is
described or referred to in the Registration Statement or the
Prospectuses or filed or incorporated by reference as an exhibit to
the Registration Statement (except for any default which would not
have a Material Adverse Effect).

(xviii) No authorization, approval, consent, license,
order, registration, qualification or decree of, any court or
governmental authority or agency, of the United States of America, the
State of Texas or under the Delaware General Corporation Law (or to
the knowledge of such counsel, any other jurisdiction) is necessary or
required in connection with the due authorization, execution and
delivery of the International Purchase Agreement, the U.S. Purchase
Agreement and the Neddrill Agreement or for the offering, issuance,
sale or delivery of the Securities or the consummation of the
transactions under the Neddrill Agreement except, with respect to the
authorization, execution and delivery of the International Purchase
Agreement and the U.S. Purchase Agreement and issuance, sale or
delivery of the Securities, such as may be required under the 1933 Act
and the 1933 Act Regulations, foreign securities laws or the
securities laws of the various states.

(xix) The execution, delivery, and performance of
the International Purchase Agreement, the U.S. Purchase Agreement, the
Neddrill Agreement and the consummation of the transactions
contemplated in the International Purchase Agreement, the U.S.
Purchase Agreement, and the Neddrill Agreement and in the Registration
Statement (including the issuance and sale of the Securities, the
acquisition of assets pursuant to the Neddrill Agreement, and the use
of the proceeds from the sale of the Securities as described in the
Prospectuses under the caption "Use of Proceeds") and compliance by
the Company with its obligations under the International Purchase
Agreement, the U.S. Purchase Agreement and the Neddrill Agreement do
not and will not, whether with or without the giving of notice or
lapse of time or both, constitute a breach of, or default or Repayment
Event (as defined in Section 1(a)(xi) of the Purchase Agreements)
under or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any
Subsidiary pursuant to any contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or any other agreement or
instrument, known to us, to which the Company or any Subsidiary is a
party or by which it or any of them may be bound, or to which any of
the property or assets of the Company or any subsidiary is subject
(except for such breaches or defaults or liens, charges or
encumbrances that would not have a Material Adverse Effect), nor will
such action result in any violation of the provisions of the
certificate of incorporation or by-laws of the Company or any
Subsidiary organized under the laws of any jurisdiction within the
United States of America, or any applicable law, statute, rule,
regulation, known to such counsel, of the United States of America or
the State of Texas or under the Delaware General Corporation Law, or
any administrative or court

36
<PAGE> 41
decree of any government, government instrumentality or court,
domestic or foreign, that specifically names the Company or any
Subsidiary or is directed to any of their respective properties,
assets or operations known to such counsel, other than federal and
state laws except as specifically addressed herein; provided that,
with respect to the foregoing opinion as to the charter of the
Company, the sale of Securities to persons who are not considered to
be U.S. citizens for purposes of the Shipping Act of 1916, as amended,
shall not exceed in the aggregate the Permitted Percentage (as defined
in Article XI of the Company's certificate of incorporation).

(xx) The Company is not an "investment company" or
an entity "controlled" by an "investment company," as such terms are
defined in the 1940 Act.

(xxi) The Rights under the Company's Shareholder
Rights Plan to which holders of the Securities will be entitled have
been duly authorized and validly issued.

In addition, such counsel has participated in conferences with
directors, officers and other representatives of the Company, representatives
of the independent public accountants for the Company, representatives of the
independent public accountants for Nedlloyd, representatives of the
Underwriters and counsel for the Underwriters, at which conferences the
contents of the Registration Statement and the Prospectuses and related matters
were discussed, and, although we have not independently verified and are not
passing upon and assume no responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement and the
Prospectuses (except to the extent specified elsewhere in such opinion or with
reference to such counsel). We advise you that, on the basis of the foregoing,
no facts have come to such counsel's attention that would lead us to believe
that the Registration Statement or any amendment thereto, including the Rule
430A Information and Rule 434 Information (if applicable), (except for
financial statements and related notes, the financial statement schedules and
other financial data included or incorporated by reference therein or omitted
therefrom, as to which we need make no statement), at the time such
Registration Statement or any such amendment became effective, contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or that the Prospectuses or any amendment or supplement thereto
(except for financial statements and related notes and financial statement
schedules and other financial data included or incorporated by reference
therein or omitted therefrom, as to which we need make no statement), at the
time the Prospectuses were issued, at the time any such amended or supplemented
prospectus was issued or at the Closing Time, included or includes an untrue
statement of a material fact or omitted or omits to state a material fact
necessary, in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

In rendering such opinion, such counsel may rely (A) as to matters
involving the application of the laws of Alberta, Bermuda, Cayman Islands,
Scotland and Venezuela, upon the respective opinions of MacKimmie, Matthews;
Conyers, Dill & Pearman; Maples and Calder; Paull & Williamsons; and Baker &
McKenzie; each special counsel to the Company (which opinions shall

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be dated and furnished to the U.S. Representatives at the Closing Time, shall
be reasonably satisfactory in form and substance to counsel for the U.S.
Underwriters and shall expressly state that the U.S. Underwriters may rely on
such opinion as if it were addressed to them), provided that Thompson & Knight,
P.C. shall state in their opinion that they believe that they and the U.S.
Underwriters are justified in relying upon such opinion, and (B), as to matters
of fact (but not as to legal conclusions), to the extent they deem proper, on
certificates of responsible officers of the Company and public officials. Such
opinion shall not state that it is to be governed or qualified by, or that it
is otherwise subject to, any treatise, written policy or other document
relating to legal opinions, including, without limitation, the Legal Opinion
Accord of the ABA Section of Business Law (1991).