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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;
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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]
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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/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President - Finance
NOBLE DRILLING (U.S.) INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President
NOBLE OFFSHORE CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President - Finance
NOBLE DRILLING (MEXICO) INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Treasurer and Controller
NN-1 LIMITED PARTNERSHIP
By Noble Drilling Corporation, General Partner
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President - Finance
MEXICO DRILLING PARTNERS INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
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PRIDE PETROLEUM SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
PRIDE OFFSHORE, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
FORASOL S.A.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Chief Operating Officer
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