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EXHIBIT 2.2
April 10, 1997
Pride Petroleum Services, Inc.
0000 Xxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxx X. Xxxxxx
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 Xxx X. Xxxxxx
to Xxxxx X. 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
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Pride Petroleum Services, Inc.
April 10, 1997
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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 Xxxxx Xxxxxx
and the Xxxx Xxxxxxxxxx) 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/ 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/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President-Finance
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Pride Petroleum Services, Inc.
April 10, 1997
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NN-1 LIMITED PARTNERSHIP
By Noble Drilling Corporation,
General Partner
By: /s/ XXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President-Finance
ACCEPTED AND AGREED TO as of the date first above written:
PRIDE PETROLEUM SERVICES, INC.
By: /s/ XXX X. XXXXXX
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Name: Xxx X. Xxxxxx
Title: Chairman and Chief Executive Officer
