-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DlwKj8pq/6IKUe52UemKgIe/NMNFIRTU2L+Fhea+EUWBmE02dabSgNj6+1HrDuMF mNUMv6ldvDlc1ecWqu2ebQ== 0000950129-97-002190.txt : 19970523 0000950129-97-002190.hdr.sgml : 19970523 ACCESSION NUMBER: 0000950129-97-002190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970507 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970522 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE DRILLING CORP CENTRAL INDEX KEY: 0000777201 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 730374541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11669 FILM NUMBER: 97613184 BUSINESS ADDRESS: STREET 1: 10370 RICHMOND AVE STE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7139743131 MAIL ADDRESS: STREET 1: 10370 RICHMOND AVE STREET 2: STE 400 CITY: HOUSTON STATE: TX ZIP: 77042 8-K 1 NOBLE DRILLING CORPORATION - 5/7/97 1 ================================================================================ 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 ================================================================================ 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 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 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 5 FORM 8-K NOBLE DRILLING CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET March 31, 1997 (In thousands)
Pro Forma Adjustments Company for Sale of Historical Mat Rigs Pro Forma --------------- ---------------- ------------- 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 =============== ================ =============
See accompanying notes to the unaudited pro forma condensed consolidated financial statements. 5 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)
Pro Forma Adjustments Company for Sale of Historical Mat Rigs Pro Forma ---------------- ---------------- --------------- 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
See accompanying notes to the unaudited pro forma condensed consolidated financial statements. 6 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)
Pro Forma Adjustments Company for Sale of Historical Mat Rigs Pro Forma ---------------- ---------------- --------------- 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
See accompanying notes to the unaudited pro forma condensed consolidated financial statements. 7 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 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. EX-2.2 2 AGREEMENT DATED APRIL 10,1997 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 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 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 EX-2.3 3 AMEND.#1 TO ASSET PURCHASE AGREEMENT 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; 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----