Form of Underwriting Agreement

Exhibit 10.1


GLOBALSANTAFE CORPORATION

Ordinary Shares


UNDERWRITING AGREEMENT


1. Introductory. GlobalSantaFe Corporation, a Cayman Islands company (" Company" ), proposes to issue and sell from time to time ordinary shares, par value $0.01, of the Company (the " Ordinary Shares" ) registered under the registration statement referred to in Section 2(a) (the " Registered Securities" ). Particular offerings of the Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 4, for resale in accordance with terms of offering determined at the time of sale.

The Registered Securities involved in any such offering are hereinafter referred to as the " Securities." The firm or firms which agree to purchase the Securities are hereinafter referred to as the " Underwriters" of such Securities, and the representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 4 are hereinafter referred to as the " Representatives" ; provided , however , that if the Terms Agreement does not specify any representative of the Underwriters, the term " Representatives," as used in this Agreement, shall mean the Underwriters.


2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each Underwriter that:

(a) A registration statement on Form S-3 (File No. 333-127168), as may be subsequently amended and supplemented (the " Initial Registration Statement" ), in respect of the Securities has been filed with the Securities and Exchange Commission (the " Commission" ); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to the Initial Registration Statement, but including all documents incorporated by reference in the prospectus included therein, to the Representatives for each of the other Underwriters have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a " Rule 462(b) Registration Statement" ), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the " Act" ), which became effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed, or transmitted for filing, with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, each in the form heretofore delivered to the Representatives); and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or any part thereof or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (the base prospectus filed as part of the Initial Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement relating to the Securities, is hereinafter called the " Basic Prospectus" ; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission

pursuant to Rule 424(b) under the Act, is hereinafter called a " Preliminary Prospectus" ; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and the including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of the Initial Registration Statement, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the " Registration Statement" ; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 2(c) hereof), is hereinafter called the " Pricing Prospectus" ; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the " Prospectus" ; any reference herein to the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the " Exchange Act" ), and incorporated therein, in each case after the date of the Basic Prospectus, the Pricing Prospectus, such Preliminary Prospectus or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any " issuer free writing prospectus" as defined in Rule 433 under the Act relating to the Securities is hereinafter called an " Issuer Free Writing Prospectus" ); and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing).

(b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did 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, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(c) For the purposes of this Agreement, the term " Applicable Time" shall have the meaning assigned to such term in the Terms Agreement. The Pricing Prospectus, as


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of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) to the Terms Agreement does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;


(d) The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents 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; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder 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; provided , however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Securities through the Representatives expressly for use therein; and no such documents were filed with the Commission since the Commission' s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule II(b) to the Terms Agreement.

(e) The Registration Statement and the Pricing Prospectus conform, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the Applicable Time as to the Pricing Prospectus, and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, 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, except that the price of the Securities is not included in the Pricing Prospectus and will be included on the cover page of the Prospectus; provided , however , that this representation and warranty shall not apply to any statements or omissions from any such documents made in reliance upon and in conformity with written information furnished to the Company by an Underwriter of Securities through the Representatives expressly for use therein.


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(f) The Company has been duly incorporated and is an existing company in good standing under the laws of the Cayman Islands, with corporate power and authority to own its properties and conduct its business as described in the Pricing Prospectus, and the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except as would not have a material adverse effect on the condition, financial or otherwise, earnings, business or prospects of the Company and its Subsidiaries (as defined below), taken as a whole (a " Material Adverse Effect" ).

(g) Each of the Company' s significant subsidiaries (as defined in Section 1-02(w) of Regulation S-X promulgated under the Act) (" Subsidiaries" ) has been duly formed and is a validly existing corporation, company, partnership, or limited liability company, as the case may be, in good standing under the laws of the jurisdiction in which it is chartered or organized with corporate, partnership or limited liability company power, as the case may be, and authority to own its properties and conduct its business as described in the Pricing Prospectus, and each of the Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except as would not have a Material Adverse Effect.


(h) The Securities have been duly and validly authorized and when issued, delivered and paid for pursuant to the Terms Agreement on the Closing Date (as defined below), such Securities will have been duly and validly issued, fully paid and nonassessble and will conform to the description thereof contained in the Pricing Prospectus; and the shareholders of the Company will have no preemptive rights with respect to the Securities.

(i) None of the Company or its Subsidiaries is required to be registered or qualified as an " investment company" within the meaning of the Investment Company Act of 1940, as amended (the " Investment Company Act" ), and after giving effect to the offer and sale of the Securities and the application of the proceeds thereof as described in the Pricing Prospectus, none of the Company or its Subsidiaries will be required to be registered or qualified as an " investment company" as defined in the Investment Company Act.


(j) Neither the Company nor any of its Subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, except as


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set forth or contemplated in the Pricing Prospectus there has not been (i) any change in the share capital, long-term debt, consolidated net current assets, consolidated revenues, operating income or net income of the Company or any of its Subsidiaries or (ii) any material adverse change, or any development involving a prospective material adverse change, in or affecting the management, business, financial position, shareholders' equity or results of operations of the Company and its Subsidiaries.


(k) Except as set forth in the Pricing Prospectus, the Company and its Subsidiaries possess and are in compliance with all approvals, certificates, authorizations, licenses and permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now being operated by them, except where the failure to possess such approvals, certificates, authorizations, licenses and permits or be in compliance therewith is not reasonably likely to have a Material Adverse Effect, and none of the Company or its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such approval, certificate, authorization, license or permit that individually or in the aggregate, is likely to have a Material Adverse Effect.

(l) Except as set forth in the Pricing Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company and its Subsidiaries, threatened against the Company or any of its Subsidiaries that is likely to result in any Material Adverse Effect or materially and adversely affect the offering of the Securities in the manner contemplated by the Prospectus.

(m) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Terms Agreement, and the consummation of the transactions contemplated therein (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, (ii) will not result in any violation of (A) the provisions of the Amended and Restated Memorandum of Association or Amended and Restated Articles of Association of the Company or (B) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, except in the case of any such conflict, breach, violation or default referred to in sub-clause (i) or (ii)(B) above as would not, individually or in the aggregate, have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Terms Agreement, except such as have been or will have been, prior to the Closing Date, obtained under the Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters, except in the case of any failure to obtain a consent, approval, authorization, order, registration or qualification would not, individually or in the aggregate, have a Material Adverse Effect or affect the issuance and sale of the Securities as contemplated by the Terms Agreement.


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(n) The statements set forth in the Pricing Prospectus and the Prospectus under the caption " Description of Ordinary Shares" , insofar as they purport to constitute a summary of the terms of the share capital, under the captions " U.S. Federal Income Tax Considerations" and " Cayman Islands Tax Considerations" and under the caption " Plan of Distribution" and " Underwriting" , insofar as they purport to describe the provisions of the laws and documents referred to therein, fairly summarize the matters referred to therein in all material respects, subject to the qualifications and assumptions stated therein.

(o) The Terms Agreement has been duly authorized, executed and delivered by the Company.

(p) The Share Purchase Agreement (as defined below) has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable against it in accordance with its terms, except as the enforceability thereof may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other laws affecting creditors' rights generally from time to time in effect and general principles of equity (regardless of whether considered in a proceeding in equity or at law), and except as rights to indemnity and contribution thereunder may be limited by any applicable laws or principles of public policy.


(q) The Company' s authorized share capital is as set forth in the balance sheet as of June 30, 2005 incorporated by reference in the Pricing Prospectus and the Prospectus from the Company' s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.


(r) The Company has been since the time of the initial filing of the Registration Statement and continues to be eligible to use Form S-3 for the offering of the Securities. At the earliest time after the filing of the Initial Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, the Company was not an " ineligible issuer" as defined in Rule 405 under the Act.

(s) PricewaterhouseCoopers, who have certified certain financial statements of the Company and its subsidiaries and have audited the Company' s internal control over financial reporting and management' s assessment thereof, are an independent registered public accounting firm as required by the Act and the rules and regulations of the Commission thereunder.

(t) Each of Netherland, Sewell and Associates, Inc. and DeGolyer and MacNaughton (together, the " Engineers" ), whose reserve evaluations are referenced or appear, as the case may be, in the Pricing Prospectus and the Prospectus were, as of December 31, 2002, December 31, 2003 and December 31, 2004, and are, as of the date hereof, independent engineers with respect to the Company.


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(u) Except as otherwise stated or incorporated by reference in the Registration Statement or the Pricing Prospectus, the Company and its subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to pollution or the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, " Environmental Laws" ); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clauses (i), (ii) and (iii) for any such failure to comply, or failure to receive required permits, licenses or approvals, or liability as would not, individually or in the aggregate, have a Material Adverse Effect.


(v) The Company and its subsidiaries maintain systems of internal accounting controls (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company' s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance that (i) transactions are executed in accordance with management' s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management' s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company' s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting. Except as set forth in Item 9 of the Company' s quarterly reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005, since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, there has been no change in the Company' s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company' s internal control over financial reporting.


(w) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company' s principal executive officer and its principal financial officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Company' s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company' s ability


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to record, process, summarize, and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company' s internal control over financial reporting; since the date of the most recent evaluation of such disclosure controls and procedures, there has not been any change in the Company' s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company' s internal control over financial reporting; the principal executive officer and principal financial officer of the Company have made all certifications required by the Sarbanes-Oxley Act of 2002 (the " Sarbanes-Oxley Act" ) and any related rules and regulations promulgated by the Commission, and the statements contained in any such certification are complete and correct; and the Company is otherwise in material compliance with all applicable provisions of the Sarbanes-Oxley Act that are effective.


3. Additional Agreements of the Company and the Underwriters .

(a) Without the prior consent of the Representatives, the Company has not made and will not make any offer relating to the Securities that would constitute a " free writing prospectus" as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives, is listed on Schedule II(a) to the Terms Agreement.

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. Each Issuer Free Writing Prospectus, when considered together with the Pricing Prospectus, did 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, in the light of the circumstances under which they were made, not misleading, except that the price of the Securities is not included therein and will be included on the cover page of the Prospectus.


(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.


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4. Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of written communications (" Terms Agreement" ) at the time the Company determines to sell the Securities. The Terms Agreement will incorporate by reference the provisions of this Agreement and all references herein to the Terms Agreement shall be deemed to include the terms of this Agreement, in each case, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the number of shares to be purchased by each Underwriter and the purchase price to be paid by the Underwriters. The Terms Agreement will also specify the time and date of delivery and payment, which time and date may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such time and date referred to as the " Closing Date" ), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offe ...