<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 7, 1997
NOBLE DRILLING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-13857 73-0374541
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10370 Richmond Avenue, Suite 400, Houston, Texas 77042
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(713) 974-3131
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<PAGE> 2
FORM 8-K
Item 2. Acquisition or Disposition of Assets.
On May 7, 1997, Noble Drilling Corporation (unless otherwise required
by the context, together with its consolidated subsidiaries, the "Company")
completed, together with certain of its subsidiaries and a limited partnership
in which it is the sole general partner, the previously announced agreement to
sell 12 mat supported jackup rigs and the hull of one former mat supported
jackup rig (Linn Richardson) which has had all drilling machinery and equipment
removed. The sales price was approximately $268.8 million in cash. The sale was
completed pursuant to the terms of an Asset Purchase Agreement dated February
19, 1997, as amended by the First Amendment to the Asset Purchase Agreement
dated as of May 7, 1997 (the "Agreement"), by and among the Company, Noble
Drilling (U.S.) Inc., Noble Offshore Corporation, Noble Drilling (Mexico) Inc.,
NN-1 Limited Partnership and Mexico Drilling Partners Inc., and Pride Petroleum
Services, Inc., Pride Offshore, Inc. and Forasol S.A. (collectively, "Pride").
The assets sold consist principally of (i) 12 mat supported jackup
rigs and the hull from the Linn Richardson, (ii) certain inventory related to
the maintenance and operation of the rigs and (iii) drilling contracts for the
employment of the rigs in existence on the closing date. The sale to Pride of
six of the rigs and the hull was accomplished by means of the sale to Pride of
all of the outstanding ownership interest in the limited liability company that
owned such rigs and hull. The assets sold were transferred at the closing to
Pride pursuant to the Agreement.
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item of
Form 8-K is filed as part of this report.
(c) Exhibits.
Exhibit 2.1 - Asset Purchase Agreement dated as of
February 19, 1997 by and between Noble
Drilling Corporation, Noble Drilling (U.S.)
Inc., Noble Offshore Corporation, Noble
Drilling (Mexico) Inc. and NN-1 Limited
Partnership, and Pride Petroleum Services,
Inc. (filed as Exhibit 2.10 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by
reference).
Exhibit 2.2 - Agreement dated April 10, 1997 by and between
Noble Drilling Corporation , Noble Drilling
(U.S.) Inc., Noble Offshore Corporation,
Noble Drilling (Mexico) Inc. and NN-1
Limited Partnership, and Pride Petroleum
Services, Inc.
Exhibit 2.3 First Amendment to Asset Purchase Agreement
dated as of May 7, 1997 by and between Noble
Drilling Corporation, Noble Drilling (U.S.)
Inc., Noble Offshore Corporation, Noble
Drilling (Mexico) Inc., NN-1 Limited
Partnership and Mexico Drilling Partners Inc.,
and Pride Petroleum Services, Inc., Pride
Offshore, Inc. and Forasol S.A.
2
<PAGE> 3
FORM 8-K
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 21, 1997 NOBLE DRILLING CORPORATION
By: /s/ Byron L. Welliver
-----------------------------------
Byron L. Welliver,
Senior Vice President-Finance,
Treasurer and Controller
3
<PAGE> 4
NOBLE DRILLING CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following sets forth the unaudited pro forma condensed consolidated
balance sheet of the Company as of March 31, 1997 and the unaudited pro forma
condensed consolidated statements of operations for the Company for the three
months ended March 31, 1997 and for the year ended December 31, 1996, after
giving effect to the sale of the Company's 12 mat supported jackup rigs and the
hull of one former mat supported jackup rig, the Linn Richardson, on May 7, 1997
for approximately $268.8 million in cash. The unaudited pro forma condensed
consolidated statements of operations assume that the sale occurred as of
January 1, 1996, and the unaudited pro forma condensed consolidated balance
sheet assumes that the sale occurred on March 31, 1997.
The following unaudited pro forma condensed consolidated financial
statements should be read in conjunction with the unaudited condensed
consolidated financial statements and notes thereto included in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1997 and
the audited consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996. The
pro forma information may not be indicative of what the financial condition or
results of operations of the Company would have been, had the sale been
completed on the dates assumed, nor is such information necessarily indicative
of the financial condition or results of operations of the Company that may
exist in the future.
4
<PAGE> 5
FORM 8-K
NOBLE DRILLING CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 1997
(In thousands)
<TABLE>
<CAPTION>
Pro Forma
Adjustments
Company for Sale of
Historical Mat Rigs Pro Forma
--------------- ---------------- -------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents............................................... $ 96,995 $ 268,818 A $ 365,813
Investment in marketable equity securities.............................. 2,533 - 2,533
Investment in marketable debt securities................................ 17,370 - 17,370
Accounts receivable (net of allowance of $583) ......................... 121,774 - 121,774
Costs of uncompleted contracts in excess of billings.................... 13,599 - 13,599
Inventories............................................................. 4,812 - 4,812
Assets held for sale.................................................... 62,396 (62,396) B -
Deferred income taxes................................................... 39,248 (32,989) C 6,259
Prepaid expenses........................................................ 24,029 - 24,029
Other current assets.................................................... 30,847 - 30,847
--------------- ---------------- -------------
Total current assets...................................................... 413,603 173,433 587,036
--------------- ---------------- -------------
PROPERTY AND EQUIPMENT
Drilling equipment and facilities....................................... 1,102,052 - 1,102,052
Other................................................................... 26,265 - 26,265
--------------- ---------------- -------------
1,128,317 - 1,128,317
Accumulated depreciation................................................ (200,706) - (200,706)
--------------- ---------------- --------------
927,611 - 927,611
--------------- ---------------- -------------
INVESTMENT IN AND NOTES RECEIVABLE FROM AFFILIATES........................ 13,528 - 13,528
OTHER ASSETS.............................................................. 10,440 - 10,440
=============== ================ =============
$ 1,365,182 $ 173,433 $ 1,538,615
=============== ================ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current installments of long-term debt.................................. $ 161 $ - $ 161
Accounts payable........................................................ 71,896 - 71,896
Other current liabilities............................................... 77,458 49,360 C 130,335
3,517 D
--------------- ---------------- -------------
Total current liabilities................................................. 149,515 52,877 202,392
LONG-TERM DEBT............................................................ 209,445 - 209,445
DEFERRED INCOME TAXES..................................................... 56,163 (11,332) C 44,831
OTHER LIABILITIES......................................................... 1,274 - 1,274
--------------- ---------------- ------------
416,397 41,545 457,942
--------------- ---------------- -------------
SHAREHOLDERS' EQUITY
Common stock, $0.10 par value........................................... 13,248 - 13,248
Capital in excess of par value.......................................... 918,113 - 918,113
Retained earnings....................................................... 20,739 131,888 E 152,627
Other................................................................... (3,315) - (3,315)
--------------- --------------- -------------
948,785 131,888 1,080,673
--------------- ---------------- -------------
COMMITMENTS AND CONTINGENCIES............................................. - - -
=============== ================ =============
$ 1,365,182 $ 173,433 $ 1,538,615
=============== ================ =============
</TABLE>
See accompanying notes to the unaudited pro forma condensed consolidated
financial statements.
5
<PAGE> 6
FORM 8-K
NOBLE DRILLING CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended March 31, 1997
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Pro Forma
Adjustments
Company for Sale of
Historical Mat Rigs Pro Forma
---------------- ---------------- ---------------
<S> <C> <C> <C>
OPERATING REVENUES
Contract drilling services......................................... $ 113,379 $ (23,933) F $ 89,446
Labor contract drilling services................................... 9,352 - 9,352
Turnkey drilling services.......................................... 43,028 - 43,028
Engineering and consulting services................................ 863 - 863
Other revenue...................................................... 2,093 - 2,093
---------------- ---------------- ---------------
168,715 (23,933) 144,782
---------------- ---------------- ---------------
OPERATING COSTS AND EXPENSES
Contract drilling services......................................... 54,330 (11,247) F 43,083
Labor contract drilling services................................... 6,557 - 6,557
Turnkey drilling services.......................................... 36,713 - 36,713
Engineering and consulting services................................ 561 - 561
Other expense...................................................... 1,201 - 1,201
Depreciation and amortization...................................... 17,576 (169) F 17,407
Selling, general and administrative................................ 16,312 (1,991) F 14,321
Minority interest.................................................. 403 (400) F 3
---------------- ---------------- ---------------
133,653 (13,807) 119,846
---------------- ---------------- ---------------
OPERATING INCOME..................................................... 35,062 (10,126) 24,936
OTHER INCOME (EXPENSE)
Interest expense................................................... (5,457) - (5,457)
Interest income.................................................... 1,887 - 1,887
Other, net......................................................... 858 - 858
---------------- ---------------- ---------------
INCOME BEFORE INCOME TAXES........................................... 32,350 (10,126) 22,224
INCOME TAX PROVISION................................................. (8,702) 3,684 F (5,018)
---------------- ---------------- ---------------
NET INCOME........................................................... $ 23,648 $ (6,442) $ 17,206
================ ================ ===============
NET INCOME PER SHARE................................................. $ 0.17 $ (0.05) $ 0.12
================ ================ ===============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING........................... 134,415 134,415 134,415
</TABLE>
See accompanying notes to the unaudited pro forma condensed
consolidated financial statements.
6
<PAGE> 7
FORM 8-K
NOBLE DRILLING CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 1996
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Pro Forma
Adjustments
Company for Sale of
Historical Mat Rigs Pro Forma
---------------- ---------------- ---------------
<S> <C> <C> <C>
OPERATING REVENUES
Contract drilling services......................................... $ 350,008 $ (68,747) F $ 281,261
Labor contract drilling services................................... 33,425 - 33,425
Turnkey drilling services.......................................... 114,948 - 114,948
Engineering and consulting services................................ 4,954 - 4,954
Other revenue...................................................... 10,918 - 10,918
---------------- ---------------- ---------------
514,253 (68,747) 445,506
---------------- ---------------- ---------------
OPERATING COSTS AND EXPENSES
Contract drilling services......................................... 216,597 (38,898) F 177,699
Labor contract drilling services................................... 25,310 - 25,310
Turnkey drilling services.......................................... 80,777 - 80,777
Engineering and consulting services................................ 3,387 - 3,387
Other expense...................................................... 5,511 - 5,511
Depreciation and amortization...................................... 52,159 (7,960) F 44,199
Selling, general and administrative................................ 54,504 (6,863) F 47,641
Gains on sales of property and equipment, net
of impairments.................................................. (36,115) (10,200) F (46,315)
Minority interest.................................................. (428) 441 F F 13
---------------- --------------- ----------------
401,702 (63,480) 338,222
---------------- ---------------- ---------------
OPERATING INCOME..................................................... 112,551 (5,267) 107,284
OTHER INCOME (EXPENSE)
Interest expense................................................... (18,758) - (18,758)
Interest income.................................................... 6,409 - 6,409
Other, net......................................................... 1,757 - 1,757
---------------- ---------------- ---------------
INCOME BEFORE INCOME TAXES........................................... 101,959 (5,267) 96,692
INCOME TAX PROVISION................................................. (22,662) 1,843 F (20,819)
---------------- ---------------- ---------------
NET INCOME........................................................... $ 79,297 $ (3,424) $ 75,873
================ ================ ===============
NET INCOME PER SHARE................................................. $ 0.72 $ (0.03) $ 0.69
================ ================ ===============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING........................... 110,252 110,252 110,252
</TABLE>
See accompanying notes to the unaudited pro forma condensed
consolidated financial statements.
7
<PAGE> 8
FORM 8-K
NOBLE DRILLING CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GENERAL
The following notes set forth the assumptions used in preparing the
unaudited pro forma condensed consolidated financial statements. The pro forma
adjustments are based on estimates made by the Company's management using
information currently available. The sale of the mat rigs would have resulted in
a gain assuming that the sale occurred as of January 1, 1996. This nonrecurring
gain has not been included in the unaudited pro forma condensed consolidated
statements of operations for the three months ended March 31, 1997 or for the
year ended December 31, 1996. However, the estimated gain, net of the related
income taxes, is reflected in the unaudited pro forma condensed consolidated
balance sheet assuming the sale occurred on March 31, 1997. The mat rig
historical operating results included allocated interest expense of $2,914,000
and $299,000 for the year ended December 31, 1996 and for the three months ended
March 31,1997, respectively. Such interest expense has not been included in the
pro forma adjustments as the Company's debt structure would not change as a
result of the sale. The Company's historical operating results included
extraordinary charges, net of tax, of $660,000 and $1,704,000 for the year ended
December 31, 1996 and for the three months ended March 31, 1997, respectively,
and preferred stock dividends of $6,040,000 for the year ended December 31,
1996. Such amounts are not reflected in the unaudited pro forma condensed
consolidated statements of operations.
PRO FORMA ADJUSTMENTS
The adjustments to the accompanying unaudited pro forma condensed
consolidated balance sheet are described below:
(A) To reflect the receipt of $268.8 million in cash as consideration
for the sale of the mat rigs.
(B) To reflect the retirement of the mat rig asset book values.
(C) To reflect the estimated current and deferred tax liabilities
relating to the estimated gain on the sale of the mat rigs.
(D) To reflect the accrual of estimated disposal costs associated with
the transaction.
(E) To reflect the estimated gain, net of tax, relating to the sale of
the mat rigs.
The adjustments to the accompanying unaudited pro forma condensed
consolidated statements of operations are described below:
(F) To reflect the exclusion of the mat rig historical operating
results.
8
<PAGE> 9
FORM 8-K
INDEX TO EXHIBITS
Exhibit Number Exhibit
--------------- --------------------------------------------------
2.1 - Asset Purchase Agreement dated as of February 19,
199 by and between Noble Drilling Corporation,
Noble Drilling (U.S.) Inc., Noble Offshore
Corporation, Noble Drilling (Mexico) Inc. and
NN-1 Limited Partnership, and Pride Petroleum
Services, Inc. (filed as Exhibit 2.10 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein
by reference).
2.2 - Agreement dated April 10, 1997 by and between
Noble Drilling Corporation , Noble Drilling
(U.S.) Inc., Noble Offshore Corporation, Noble
Drilling (Mexico) Inc. and NN-1 Limited
Partnership, and Pride Petroleum Services, Inc.
2.3 - First Amendment to Asset Purchase Agreement
dated as of May 7, 1997 by and between Noble
Drilling Corporation, Noble Drilling (U.S.) Inc.,
Noble Offshore Corporation, Noble Drilling
(Mexico) Inc., NN-1 Limited Partnership and Mexico
Drilling Partners Inc., and Pride Petroleum
Services, Inc., Pride Offshore, Inc. and Forasol
S.A.
<PAGE> 1
EXHIBIT 2.2
April 10, 1997
Pride Petroleum Services, Inc.
1500 City West Boulevard, Suite 400
Houston, Texas 77042
Attention: Mr. Ray H. Tolson
Chairman and Chief Executive Officer
Re: Asset Purchase Agreement By and Between Noble Drilling
Corporation, Noble Drilling (U.S.) Inc., Noble Offshore
Corporation, Noble Drilling (Mexico) Inc. and NN-1
Limited Partnership and Pride Petroleum Services, Inc.
Dated February 19, 1997 (the "Agreement")
Gentlemen:
Reference is made to the Agreement and to the letter from Ray H. Tolson
to James C. Day dated April 1, 1997 (the "Letter") discussing the proposed
financing (the "Financing") by Pride Petroleum Services, Inc. ("Pride") for the
transaction. Section 10.19 of the Agreement, among other things, gives Noble
Drilling Corporation ("Noble") the right, subject to payment of the $15,000,000
liquidated damages amount provided for in Section 12.2 of the Agreement, to
approve any unsolicited Acquisition Proposal (as defined in the Agreement) if
required in the exercise of the fiduciary duties of Noble's board of directors,
as determined by such board after consultation with its legal counsel.
In the Letter, Pride requests that Noble consider relinquishment of its
right under Section 10.19 to accept an Acquisition Proposal that might occur
after the Financing closing (the "Financing Closing") and prior to the June 3,
1997 date provided for in Section 4.1 of the Agreement. The provision in the
Agreement for a closing (the "Agreement Closing") no earlier than the June 3rd
date was a material term of the Agreement negotiated between the parties.
Pride has advised Noble that it currently anticipates obtaining its
Financing prior to June 3, 1997. Pride agrees that, if the Agreement Closing
were to occur prior to June 3, 1997, the Purchase Price (as defined in the
Agreement) would need to be increased to compensate Noble for the earnings the
Noble rigs being sold to Pride would have otherwise generated for Noble's
benefit through and including June 3, 1997 ("Lost Operating Income"). In
consideration of Noble's agreement to accelerate the Agreement Closing to occur
concurrently with the Financing Closing and to compensate Noble for Lost
Operating Income, Pride agrees to pay to Noble as part of the Purchase Price,
provided the Acquisition Closing occurs prior to June 3, 1997, an amount equal
to the product of (i) the product of (x) $13,636 per day times (y) the number of
Rigs working on the date of the Acquisition Closing, times (ii) the number of
calendar days from the date of the Acquisition Closing through and including
June 3, 1997; provided, however, that if a Rig not working on the date of the
Acquisition Closing commences working under a drilling contract on or prior to
June 3, 1997, then Pride agrees to pay to Noble promptly after June 3, 1997, as
a Purchase Price adjustment, an amount equal to the product of (i) $13,636 per
day times (ii) the number of calendar days that such Rig is working during the
Post-Closing Adjustment Period (as defined below). If Noble's Weighted Average
Dayrate (as defined below) on the date of the Acquisition Closing exceeds
$30,000, then Pride agrees to pay to Noble as part of the Purchase Price,
provided the Acquisition Closing occurs prior to June 3, 1997, an amount equal
to the product of (i) the amount equal to the Weighted Average Dayrate minus
$30,000 per day times (ii) the number of calendar days from the date of the
Acquisition Closing through and including June 3, 1997, in addition to the
amount required pursuant to the preceding sentence. For purposes only of this
letter agreement, (A) "working" with respect to a Rig shall mean that the
contractor is then entitled to receive a full or reduced dayrate under a
<PAGE> 2
Pride Petroleum Services, Inc.
April 10, 1997
Page 2
drilling contract then in effect and (B) "Weighted Average Dayrate" shall mean
the weighted average dayrate for the Rigs that are working on the date of the
Acquisition Closing based on the greater of the (a) the contracted dayrate in
effect on the date of the Acquisition Closing and (b) the contracted dayrate, if
any, that would become effective by contract (from and after such effectiveness)
after the date of the Acquisition Closing and prior to June 3, 1997. If after
the date of the Acquisition Closing and on or before June 3, 1997 (the
"Post-Closing Adjustment Period"), any of the Rigs (other than the Cecil Forbes
and the Linn Richardson) is without a drilling contract, then Noble agrees to
pay to Pride promptly after June 3, 1997 and receipt of demand from Pride for
payment supported by appropriate documentation, as a Purchase Price adjustment,
an amount per Rig equal to the product of (i) $17,000 per day times (ii) the
number of calendar days during the Post-Closing Adjustment Period that the Rig
is without a drilling contract, it being the intention of the parties that
post-closing there be no downward adjustment of the Purchase Price so long as a
drilling contract is in effect for a Rig, regardless of whether such Rig is
earning less than full dayrates (including a zero dayrate) under the drilling
contract. The parties agree to allocate such additional amount of the Purchase
Price equally among the Rigs that are working on the date of the Acquisition
Closing and agree that Schedule 3.4 of the Agreement shall be deemed to be
amended to reflect such allocation.
Except as specified in the immediately preceding paragraph, this letter
agreement shall not constitute a modification or waiver of any other provision
of the Agreement.
If the foregoing correctly sets forth our agreement, please execute two
copies of this letter in the space provided below and return one executed copy
to the undersigned.
Very truly yours,
NOBLE DRILLING CORPORATION
By: /s/ BYRON L. WELLIVER
-------------------------------------
Name: Byron L. Welliver
Title: Senior Vice President-Finance
NOBLE DRILLING (U.S.) INC.
By: /s/ BYRON L. WELLIVER
-------------------------------------
Name: Byron L. Welliver
Title: President
NOBLE OFFSHORE CORPORATION
By: /s/ BYRON L. WELLIVER
-------------------------------------
Name: Byron L. Welliver
Title: Senior Vice President-Finance
NOBLE DRILLING (MEXICO) INC.
By: /s/ BYRON L. WELLIVER
-------------------------------------
Name: Byron L. Welliver
Title: Senior Vice President-Finance
<PAGE> 3
Pride Petroleum Services, Inc.
April 10, 1997
Page 3
NN-1 LIMITED PARTNERSHIP
By Noble Drilling Corporation,
General Partner
By: /s/ BYRON L. WELLIVER
-------------------------------------
Name: Byron L. Welliver
Title: Senior Vice President-Finance
ACCEPTED AND AGREED TO as of the date first above written:
PRIDE PETROLEUM SERVICES, INC.
By: /s/ RAY H. TOLSON
---------------------------------------
Name: Ray H. Tolson
Title: Chairman and Chief Executive Officer
<PAGE> 1
EXHIBIT 2.3
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment")
made as of May 7, 1997, by and among NOBLE DRILLING CORPORATION, a Delaware
corporation ("Parent"), NOBLE DRILLING (U.S.) INC., a Delaware corporation
("NDUS"), NOBLE OFFSHORE CORPORATION, a Delaware corporation ("NOC"), NOBLE
DRILLING (MEXICO) INC., a Delaware corporation ("NDMEX"), NN-1 LIMITED
PARTNERSHIP, a Texas limited partnership ("NN-1"), and MEXICO DRILLING PARTNERS
INC., a Nevada corporation and a wholly owned indirect subsidiary of Parent
("MDPI"), and PRIDE PETROLEUM SERVICES, INC., a Louisiana corporation ("Buyer"),
PRIDE OFFSHORE, INC., a Delaware corporation and a wholly owned subsidiary of
Buyer ("Pride Offshore"), and FORASOL S.A., a French corporation and a wholly
owned subsidiary of Buyer;
W I T N E S S E T H:
WHEREAS, Parent, Sellers and Buyer are parties to that certain Asset
Purchase Agreement dated as of February 19, 1997 (the "Purchase Agreement"); and
WHEREAS, capitalized terms that are used herein but not defined herein
shall have the meanings ascribed to such terms in the Purchase Agreement; and
WHEREAS, in accordance with Section 10.7 of the Purchase Agreement,
Parent, Sellers and Buyer have agreed that Sellers will effectively convey title
to certain of the Rigs to Buyer or any Buyer Designee by conveying to Buyer or
any Buyer Designee all of the outstanding membership interest (the "Membership
Interest") in Mexico Drilling Limited LLC, a Delaware limited liability company
("MDLL") and the sole owner of such Rigs; and
WHEREAS, in accordance with Section 15.5(b)(i) of the Purchase
Agreement, Parent and Sellers desire to designate MDPI (the "Seller Designee"),
the sole owner of the Membership Interest, for the purpose of conveying to Buyer
or any Buyer Designee title to the Membership Interest; and
WHEREAS, in accordance with Section 15.5(b)(ii) of the Purchase
Agreement, Buyer desires to designate Pride Offshore and Forasol (the "Buyer
Designees") for the purpose of acquiring title to certain of the Purchased
Assets and the Membership Interest from Sellers and the Seller Designee; and
WHEREAS, the Seller Designee desires to execute and deliver this
Amendment in order to be made a party to the Purchase Agreement for the purpose
of conveying to Buyer and/or the Buyer Designees the Membership Interest, and
the Buyer Designees each desire to execute and deliver this Amendment in order
to be made a party to the Purchase Agreement for the purpose of acquiring all or
a part of the Purchased Assets and the Membership Interest; and
WHEREAS, the parties hereto desire to make certain other changes to
the Purchase Agreement;
<PAGE> 2
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Purchase Agreement and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. The Seller Designee hereby enters into this Amendment and agrees to
be bound by the Purchase Agreement, and Buyer and the Buyer Designees
acknowledge and agree that the Seller Designee may convey the Membership
Interest and any of the Purchased Assets to Buyer and/or the Buyer Designees, as
contemplated by Section 15.5(b)(i) of the Purchase Agreement. This Amendment
shall not relieve Parent or any of the Sellers of their duties, liabilities or
obligations under the Purchase Agreement.
2. The Buyer Designees hereby enter into this Amendment and agree to be
bound by the Purchase Agreement, and Parent, Sellers and the Seller Designee
hereby acknowledge and agree that the Buyer Designees may acquire the Membership
Interest and any or all of the Purchased Assets, as contemplated by Section
15.5(b)(ii) of the Purchase Agreement. This Amendment shall not relieve Buyer of
any of its duties, liabilities or obligations under the Purchase Agreement.
3. Section 13.4 of the Purchase Agreement is hereby amended in the
following respects:
(i) change the fourth word of the first sentence thereof from
"information" to "indemnification"; and
(ii) change the second to last word of the last sentence thereof from
"Indemnifying" to "Indemnified".
4. This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of Texas, without regard to the
principles of conflicts of laws thereof.
5. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same agreement.
[Remainder of Page Intentionally Left Blank]
2
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by
their respective officers hereunto duly authorized as of the date first above
written.
NOBLE DRILLING CORPORATION
By: /s/ Byron L. Welliver
------------------------------------------
Name: Byron L. Welliver
Title: Senior Vice President - Finance
NOBLE DRILLING (U.S.) INC.
By: /s/ Byron L. Welliver
------------------------------------------
Name: Byron L. Welliver
Title: President
NOBLE OFFSHORE CORPORATION
By: /s/ Byron L. Welliver
------------------------------------------
Name: Byron L. Welliver
Title: Senior Vice President - Finance
NOBLE DRILLING (MEXICO) INC.
By: /s/ Greg Boane
------------------------------------------
Name: Greg Boane
Title: Treasurer and Controller
NN-1 LIMITED PARTNERSHIP
By Noble Drilling Corporation, General Partner
By: /s/ Byron L. Welliver
------------------------------------------
Name: Byron L. Welliver
Title: Senior Vice President - Finance
MEXICO DRILLING PARTNERS INC.
By: /s/ Byron L. Welliver
------------------------------------------
Name: Byron L. Welliver
Title: Senior Vice President
3
<PAGE> 4
PRIDE PETROLEUM SERVICES, INC.
By: /s/ Robert W. Randall
------------------------------------------
Name: Robert W. Randall
Title: Vice President
PRIDE OFFSHORE, INC.
By: /s/ Steven R. Tolson
------------------------------------------
Name: Steven R. Tolson
Title: President
FORASOL S.A.
By: /s/ Gerard Godde
------------------------------------------
Name: Gerard Godde
Title: Chief Operating Officer
4
