<PAGE>

                                                                   EXHIBIT 10.19


                             Dated 30 January 2003

                            GLOBALSANTAFE CORPORATION
                                  as Guarantor

                                     - and -

                                 SOGELEASE B.V.

                           --------------------------

                             GUARANTEE AND INDEMNITY

                           --------------------------

           relating to the jack-up drilling unit known as "BRITANNIA"

                            WATSON, FARLEY & WILLIAMS
                                     LONDON

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
CLAUSE                                                                  PAGE
<C>                                                                     <C>
1     DEFINITIONS AND INTERPRETATION                                       1

2     GUARANTEE AND INDEMNITY                                              2

3     DEMANDS AND CERTIFICATES                                             3

4     TIME AND INDULGENCE                                                  3

5     CONTINUING SECURITY                                                  4

6     NO COMPETITION                                                       5

7     GUARANTOR'S OBLIGATIONS                                              6

8     REPRESENTATIONS AND WARRANTIES                                       6

9     COVENANTS                                                            7

10    PAYMENTS AND TAXES                                                   8

11    ACKNOWLEDGEMENT AND DECLARATION                                      9

12    ASSIGNMENT                                                          10

13    COSTS AND EXPENSES                                                  10

14    MISCELLANEOUS                                                       11

15    SUBMISSION TO JURISDICTION                                          12

16    JUDGMENT CURRENCY                                                   13

17    CONFIDENTIALITY                                                     13

18    VAT                                                                 14

19    NATURE OF DOCUMENT                                                  14
</TABLE>

<PAGE>
THIS GUARANTEE AND INDEMNITY is made on 30 January 2003

BETWEEN:

(1)   GLOBALSANTAFE CORPORATION, a corporation incorporated under the laws of
      the Cayman Islands with its registered office c/o M&C Corporate Services
      Limited, PO Box 309 GT, Ugland House, South Church Street, George Town,
      Grand Cayman, Cayman Islands and having an office at 15375 Memorial Drive,
      Houston, Texas 77079 - 4101, U.S.A. (the "GUARANTOR") and

(2)   SOGELEASE B.V. a company incorporated under the laws of the Netherlands
      whose principal office is at Rembrandt Tower, Amstelplein 1, 1096 HA,
      Amsterdam, The Netherlands ("SOGELEASE")

WHEREAS:

(A)   Pursuant to the Head-Lease, North Sea as lessor has agreed, inter alia, to
      lease the Rig to Sogelease, as lessee upon the terms and conditions
      therein contained.

(B)   Pursuant to the Sub-Lease, Sogelease has agreed, inter alia, to sub-lease
      the Rig to North Sea, upon the terms and conditions therein contained.

(C)   North Sea is a wholly owned subsidiary of the Guarantor.

(D)   It is a condition precedent to the obligations of Sogelease under the
      Head-Lease and the Sub-Lease that the Guarantor executes and delivers this
      Guarantee and Indemnity to Sogelease.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1     DEFINITIONS AND INTERPRETATION

1.1   Save as otherwise expressly provided herein, words and expressions used in
      this Guarantee and Indemnity shall have the meanings, if any, respectively
      attributed thereto in the Head-Lease and the Sub-Lease. In this Guarantee
      and Indemnity (including the Recitals) the following words and expressions
      shall have the meanings respectively attributed to them below:

      "GROUP" means the Guarantor and its Affiliates from time to time;

      "GUARANTEED AGREEMENTS" means each of the Lease Documents;

      "GUARANTEED OBLIGATIONS" means any and all monies, liabilities and
      obligations (whether actual or contingent, whether now existing or
      hereafter arising, whether arising in respect of or attributable to the
      period prior to the date of this Guarantee and Indemnity or to any time
      hereafter whether or not for the payment of money, and including, without
      limitation, any obligation or liability to pay damages and including any
      interest which, but for the application of bankruptcy or insolvency laws,
      would have accrued on the amounts in question) which are now or which may
      at any time and from time to time hereafter be due, owing, payable,
      incurred or to be performed or be expressed to be due, owing, payable,
      incurred or to be performed from or by North Sea under or in connection
      with the Guaranteed Agreements;

      "HEAD-LEASE" means the lease in respect of the Rig entered or to be
      entered into between North Sea as lessor and Sogelease as lessee;

<PAGE>

      "NORTH SEA" means GlobalSantaFe Drilling Company (North Sea) Limited, a
      company incorporated under the laws of England and Wales and having its
      registered office at Lothing Depot, North Quay, Commercial Road, Lowestoft
      NR32 2TF;

      "RIG" means the jack-up drilling unit known as "BRITANNIA" and more
      particularly described in the Head-Lease and the Sub-Lease; and

      "SUB-LEASE" means the lease in respect of the Rig entered or to be entered
      into between Sogelease as lessor and North Sea as lessee.

1.2   The provisions of Clause 1.2 (Construction of terms) of the Head-Lease
      shall also apply to this Guarantee and Indemnity as if expressly set out
      in this Guarantee and Indemnity except that all references to "Lease" are
      to be construed as references to this Guarantee and Indemnity.

1.3   A person who is not a party to this Guarantee and Indemnity may not
      enforce its rights under the Contracts (Rights of Third Parties) Act 1999.

1.4   If Sogelease considers, acting reasonably, that an amount paid by North
      Sea under a Lease Document is capable of being avoided or otherwise set
      aside on the liquidation or administration of North Sea or otherwise, then
      that amount shall not be considered to have been irrevocably paid for the
      purposes of the Lease Documents.

2     GUARANTEE AND INDEMNITY

2.1   The Guarantor:

(a)   as primary obligor and not as surety only, unconditionally and irrevocably
      guarantees to Sogelease the due and punctual observance and performance by
      North Sea of each and every one of the Guaranteed Obligations;

(b)   unconditionally and irrevocably undertakes with Sogelease that whenever
      North Sea fails to perform any of the Guaranteed Obligations when due
      (taking into account any relevant grace or cure periods under the Lease
      Documents), the Guarantor shall forthwith on demand by Sogelease perform
      such Guaranteed Obligation or cause such Guaranteed Obligation to be
      performed, punctually as if such Guaranteed Obligation were performed by
      North Sea, as the case may be; and

(c)   hereby irrevocably and unconditionally undertakes, covenants and agrees
      with Sogelease as a primary obligation to indemnify Sogelease and each
      Indemnified Person and keep Sogelease and each Indemnified Person
      indemnified on demand and on a full indemnity basis for and against any
      and all Losses incurred or sustained by Sogelease or any indemnified
      person in relation to and arising out of the failure of North Sea duly and
      punctually to perform the Guaranteed Obligations or as a result of the
      whole or any part of the Guaranteed Obligations being or becoming void,
      voidable, unenforceable or ineffective as against North Sea, as the case
      may be, for any reason whatsoever, irrespective of whether such reason or
      any related fact or circumstance was known or ought to have been known to
      Sogelease or any of its officers, employees, agents or advisers.

2.2   In addition to its liabilities under Clause 2.1 the Guarantor shall pay or
      cause to be paid to Sogelease on demand interest at the Default Rate (both
      before and after judgment) accruing on a day to day basis, and on the
      basis of a three hundred and sixty (360) day year on each amount (or any
      part thereof) for the time being due to Sogelease under this Guarantee and
      Indemnity and unpaid from the date of demand on the Guarantor for payment
      until payment is made (but excluding the day on which value for any
      payment made is received by Sogelease) PROVIDED THAT interest shall not be
      payable by the


                                       2
<PAGE>

      Guarantor under this Clause 2.2 if and to the extent that interest on the
      same monies continues to accrue at the Default Rate under any of the
      Guaranteed Agreements and is guaranteed hereunder.

2.3   The Guarantor hereby agrees that for the purposes of this Guarantee and
      Indemnity, service by Sogelease on North Sea of a Termination Notice shall
      constitute a valid and effective service of such notice and North Sea
      shall be conclusively deemed to have become liable to make the payments
      expressed in clause 13.6 (Payment on Termination) of the Sub-Lease to be
      payable by North Sea to Sogelease upon service of such notice
      notwithstanding that, as between North Sea and Sogelease, Sogelease is, by
      virtue of any laws of England and Wales or any other applicable
      jurisdiction relating to bankruptcy, insolvency or administration or any
      similar laws, prohibited from serving such notice, repossessing the Rig or
      commencing or continuing any proceedings or other legal process in England
      and Wales or such other jurisdiction against North Sea.

3     DEMANDS AND CERTIFICATES

3.1   In order to make any demand under this Guarantee and Indemnity Sogelease
      shall serve upon the Guarantor a notice in writing.

3.2   Any certificate from any director, officer or authorised person of
      Sogelease or any agent of Sogelease contained in any demand, notice or
      other communication given or made by Sogelease under this Guarantee and
      Indemnity in relation to the amount of the Guarantor's liability in
      relation to the Guaranteed Obligations or any other amount payable by the
      Guarantor under this Guarantee and Indemnity shall be prima facie evidence
      that the facts stated in such certificate are true and correct.

3.3   Without prejudice to Clauses 3.1 and 3.2, Sogelease may at any time and
      from time to time issue further or corrected demands on the Guarantor in
      respect of any Guaranteed Obligation.

4     TIME AND INDULGENCE

      Sogelease shall be at liberty at all times and from time to time, whether
      before or after any demand for payment under this Guarantee and Indemnity
      and without discharging or in any way affecting the Guarantor's liability
      hereunder, to do all or any of the following:

(a)   terminate, amend or novate or agree to the termination, amendment or
      novation (in accordance with the terms of the Guaranteed Agreements or as
      otherwise agreed between the parties to the relevant Guaranteed Agreement)
      of any of the Guaranteed Agreements in any manner whatsoever;

(b)   grant to North Sea or to any other person any time or indulgence;

(c)   deal with, exchange, renew, vary, release, modify or abstain from
      perfecting or enforcing any securities, guarantees, or rights which
      Sogelease may now or hereafter have from or against North Sea or any other
      person in respect of the obligations of North Sea or such other person
      under or in respect of the Guaranteed Agreements or the transactions
      contemplated thereby;

(d)   compound with, discharge or vary the liability of North Sea or any other
      person or guarantor to North Sea or concur in, accept or vary any
      compromise, arrangement or settlement with North Sea or any other person
      or guarantor or concur in or vary any deed of arrangement or deed of
      assignment for the benefit of creditors of any such person;

(e)   omit to prove or fail to maintain any right of proof for or to claim or
      enforce payment of any dividend or composition; and


                                       3
<PAGE>

(f)   take or omit to take any security from North Sea or any other person or
      guarantor in respect of the obligations of North Sea under or in respect
      of the Guaranteed Agreements or the transactions contemplated thereby,
      whether contemporaneously with this Guarantee and Indemnity or otherwise.

5     CONTINUING SECURITY

5.1   This Guarantee and Indemnity is continuing security and accordingly:

(a)   shall be binding on the Guarantor and its successors and assigns;

(b)   the liability of the Guarantor under Clause 2 (Guarantee and Indemnity)
      will continue even if:

      (i)   any discharge (including of any Guaranteed Obligation) is made in
            part or is made in whole and is subsequently avoided or must be
            restored on an insolvency, liquidation or in any way without
            limitation; or

      (ii)  any arrangement is made on the faith of any payment, security or
            other disposition, which is or are avoided or must be restored on an
            insolvency, liquidation or in any way, without limitation;

(c)   shall extend to the final balance of all sums payable by North Sea under
      or in connection with the Guaranteed Agreements;

(d)   shall be in addition to and not in substitution for or derogation of any
      other security which Sogelease may at any time hold in respect of the
      obligations of North Sea under or in respect of the Guaranteed Agreements
      or the transactions contemplated thereby;

(e)   shall not be discharged or in any way affected by any act taken or not
      taken by Sogelease, or any omission, matter or thing which, but for this
      provision, would reduce, release or prejudice any of the Guarantor's
      Obligations in whole or in part including, but not limited to,

      (i)   any time or waiver granted to, or composition with, North Sea or any
            other person;

      (ii)  the release of any other person under the terms of any composition
            or arrangement with any creditor of any member of the Guarantor's
            Group or any other person;

      (iii) the taking, variation, compromise, exchange, renewal or release of,
            or neglect to perfect, take up or enforce, any rights against North
            Sea or any other person or any non-presentation or non-observance of
            any formality or other requirement in respect of any instrument;

      (iv)  any incapacity or lack of powers, authority or legal personality of
            or dissolution or change in the members or status of North Sea or
            any other person;

      (v)   any unenforceability, illegality or invalidity of any obligation of
            any person (other than Sogelease or any of its successors, permitted
            assignees and permitted transferees) under any Lease Document or any
            other document or security, to the intent that the Guarantor's
            Obligations shall remain in full force and the Guarantor's
            guarantees under this Deed shall be construed accordingly, as if
            there were no unenforceability, illegality or invalidity; or

      (vi)  any postponement, discharge, reduction, non-provability or other
            similar circumstance affecting any obligation of North Sea under a
            Lease Document


                                       4
<PAGE>

            resulting from any insolvency, liquidation or dissolution
            proceedings or from any law, regulation or order so that each such
            obligation shall for the purposes of the Guarantor's Obligations be
            construed as if there were no such circumstances; and

(f)   shall not be discharged or in any way affected by any merger with any
      other person or persons or restructuring of any nature whatsoever of, or
      any change of name by, North Sea, the Guarantor or any other person
      (whether or not the same is consented to, or otherwise approved by,
      Sogelease).

5.2   Until all amounts which may be owed now or in the future by North Sea
      under or in connection with the Lease Documents have been irrevocably paid
      in full, Sogelease (or any trustee or agent on its behalf) may, in the
      case of any insolvency or liquidation of North Sea, do the following:

(a)   decide not to apply or enforce any other moneys, or enforce any security
      or rights held or received by Sogelease (or any trustee or agent on its
      behalf) in respect of those amounts, or apply and enforce the same in such
      manner and order as it sees fit (whether or not against those amounts) and
      the Guarantor shall not be entitled to the benefit of them unless and
      until all amounts which may be owed now or in the future by Sogelease
      under or in connection with the Lease Documents have been irrevocably paid
      in full;

(b)   hold in an interest-bearing suspense account any moneys received from the
      Guarantor, or on account of the Guarantors' liability.

6     NO COMPETITION

6.1   From the date or dates upon which any demand is properly made against the
      Guarantor under this Guarantee and Indemnity until such time as all
      amounts which may be owed now or in the future by North Sea under or in
      connection with the Lease Documents have been irrevocably paid in full and
      Sogelease is entitled to retain, payment of the Guaranteed Obligations in
      full, the Guarantor shall not by virtue of any payment made, security
      realised or moneys received for or on account of the Guarantor's liability
      under this Guarantee and Indemnity:

(a)   be subrogated to any rights, security or moneys held, received or
      receivable by Sogelease or any other Indemnified Person (or any trustee or
      agent on its behalf) or be entitled to any right of contribution
      concerning any payment made under this Guarantee and Indemnity; or

(b)   in the event of any liquidation or insolvency of North Sea, make or
      enforce any claim or right against North Sea or prove or vote as a
      creditor of North Sea or its estate in competition with Sogelease or any
      other Indemnified Person (or any trustee or agent on its behalf) in
      respect of any payment by the Guarantor hereunder or in respect of any
      outstanding actual or contingent liability between the Guarantor and North
      Sea; or

(c)   in the event of any liquidation or insolvency of North Sea, in competition
      with Sogelease receive, claim or have the benefit of any payment,
      distribution, security or guarantee from or on account of North Sea or
      exercise any right of set off against North Sea, unless Sogelease
      otherwise directs.

6.2   The Guarantor shall hold in trust and forthwith pay or transfer to
      Sogelease any payment or distribution or benefit of security received by
      it contrary to this Clause 6 or as directed by Sogelease. If for any
      reason any such trust is invalid or unenforceable, the Guarantor shall pay
      and deliver to Sogelease, as the case may be, any amount equal to the
      payment or distribution which it would otherwise have been bound to hold
      in trust for the same.


                                       5
<PAGE>

7     GUARANTOR'S OBLIGATIONS

7.1   The Guarantor's obligations under this Guarantee and Indemnity are those
      of primary obligor and exist irrespective of any total or partial
      invalidity, illegality or unenforceability of any of the Guaranteed
      Agreements. The Guarantor agrees as a separate and independent stipulation
      that if any sum arising under any liability under the guarantees or the
      indemnities contained herein is not or would not be recoverable on the
      footing of a guarantee or an indemnity, whether by reason of any legal
      limitation, disability or incapacity on or of North Sea or any other act
      or circumstance whether known to Sogelease or not (including without
      limiting the generality of the foregoing the bankruptcy, insolvency,
      winding-up, administration, liquidation or reorganisation of North Sea,
      the loss for any reason whatsoever by North Sea of its corporate status or
      existence, or any other fact or circumstance which would or might
      otherwise constitute a legal or equitable discharge of or defence to the
      Guarantor), such sum shall nevertheless be recoverable from the Guarantor
      as a sole and principal debtor and shall be paid or caused to be paid by
      the Guarantor upon demand by Sogelease.

7.2   Sogelease shall not be obliged before making demand under or taking steps
      to enforce this Guarantee and Indemnity:

(a)   to do anything other than make a demand for payment in accordance with the
      provisions of the relevant Guaranteed Agreement;

(b)   to take action or obtain judgment against North Sea or any other person in
      any court or tribunal;

(c)   to make or file any claim in a bankruptcy or liquidation of North Sea or
      any other person; or

(d)   to exercise diligence against North Sea or any other person under any of
      the Guaranteed Agreements or the transactions contemplated thereby.

7.3   The Guarantor waives and agrees not to enforce or claim the benefit of any
      and all rights it has or may from time to time have as surety under any
      applicable law which is or may be inconsistent with any of the provisions
      of this Guarantee and Indemnity.

8     REPRESENTATIONS AND WARRANTIES

      The Guarantor acknowledges that Sogelease has entered into the Lease
      Documents in full reliance on representations and warranties by the
      Guarantor in the terms set out in this Clause 8 and the Guarantor now
      represents and warrants to Sogelease that the following statements are at
      the date hereof true and accurate, namely that:

(a)   it is duly incorporated, in good standing and validly existing under the
      laws of the Cayman Islands, and has power to own its assets and carry on
      its business as it is now being conducted;

(b)   it has power to execute, deliver and perform its obligations, and to carry
      out the transactions contemplated by, this Guarantee and Indemnity and all
      necessary corporate and other action has been taken to authorise the
      execution, delivery and performance of this Guarantee and Indemnity;

(c)   its obligations under this Guarantee and Indemnity constitute its valid,
      binding and legally enforceable obligations except as enforcement may be
      limited by any relevant bankruptcy, insolvency, administration or similar
      laws affecting creditors' rights generally and by general principles of
      equity and subject to any relevant qualifications material in any of the
      legal opinions to be delivered pursuant to the Lease Documents;


                                       6
<PAGE>

(d)   the execution, delivery and performance by it of this Guarantee and
      Indemnity does not:

      (i)   contravene any applicable law or regulation or any order of any
            governmental or other official authority, body or agency to which it
            is subject in the Cayman Islands or the State of Texas or, so far as
            it is aware, any judgment, order or decree of any court having
            jurisdiction over it;

      (ii)  conflict with, or result in any breach of any of the terms of, or
            constitute a default under, any agreement or other instrument to
            which it is a party or any licence or other authorisation to which
            it is subject or is binding upon it; or

      (iii) contravene or conflict with its constitutional documents;

(e)   it has not taken any action nor, so far as it is aware, have any steps
      been taken or legal proceedings been started against it for winding-up,
      dissolution or re-organisation or any analogous procedures in any other
      jurisdiction, or for the appointment of a liquidator, receiver,
      administrative receiver, or administrator, trustee or similar officer or
      any analogous officer in any other jurisdiction of it or of any of its
      assets;

(f)   no authorisations, approvals, licences, consents, filings, registrations,
      payment of duties or Taxes or notarisations are required in the Cayman
      Islands (unless an original of the Guarantee and Indemnity is brought into
      the Cayman Islands) or the State of Texas:

      (i)   for the performance and discharge of its obligations under this
            Guarantee and Indemnity; and

      (ii)  in connection with the execution, delivery, validity, enforceability
            or admissibility in evidence of this Guarantee and Indemnity.

(g)   its obligations under this Guarantee and Indemnity rank at least pari
      passu with all other present and future unsecured unsubordinated
      obligations of the Guarantor other than obligations preferred by laws
      applicable to corporations generally in the Cayman Islands;

(h)   it is not, nor is it deemed for the purposes of any law to be, insolvent
      or unable to pay its debts as they fall due;

(i)   no litigation, arbitration or administrative proceedings are current or to
      the best of its knowledge and belief after due enquiry pending or
      threatened which if adversely determined might have a material adverse
      effect on the Guarantor's financial condition or the Guarantor's
      obligations under this Guarantee and Indemnity.

9     COVENANTS

      The Guarantor hereby covenants with Sogelease that, so long as it remains
      under any liability, actual or contingent, under this Guarantee and
      Indemnity:

(a)   it will provide to Sogelease such financial and other information relating
      to the Group as is publicly available or as the Guarantor makes available
      to its creditors generally including, without limitation, copies of the
      quarterly unaudited and annual consolidated audited accounts of the Group
      no later than sixty (60) days after the end of the quarterly period or one
      hundred and twenty (120) days after the end of the annual period (as the
      case may be) to which they relate;

(b)   it will provide to Sogelease promptly, such further information as is
      reasonably available to the Guarantor or any other member of the Group
      regarding the financial condition and operations of the Guarantor or any
      other member of the Group, as Sogelease may reasonably request as soon as
      practicable after receipt of such request;


                                       7
<PAGE>

(c)   it will at all times, and from time to time, obtain, maintain, preserve
      and keep in full force and effect any permits, consents, licences and
      other authorisations governmental or otherwise as are from time to time
      necessary for the performance of its obligations under this Guarantee and
      Indemnity and comply with any conditions attached thereto;

(d)   except with the prior written consent of Sogelease, it will not take or
      accept any Encumbrance from North Sea or any other person in respect of
      the Guarantor's liability under this Guarantee and Indemnity PROVIDED
      HOWEVER THAT any such Encumbrance taken with or without such consent shall
      be held by the Guarantor for the benefit of and on trust for Sogelease so
      long as the Guarantor remains under any actual or contingent liability
      under this Guarantee and Indemnity;

(e)   North Sea, for so long as it has any duties, liabilities or obligations to
      Sogelease under the Lease Documents will remain a subsidiary;

(f)   its obligations hereunder do and will rank at least pari passu with all
      other present and future unsecured unsubordinated obligations of the
      Guarantor other than obligations preferred by laws applicable to
      corporations generally in the Cayman Islands; and

(g)   North Sea will be an Affiliate of the Guarantor.

10    PAYMENTS AND TAXES

10.1  All sums payable to Sogelease or any Indemnified Person pursuant to or in
      connection with this Guarantee and Indemnity or any document contemplated
      by or entered into pursuant hereto, shall be paid in full without any
      set-off or counterclaim whatsoever and free and clear of all deductions or
      withholdings whatsoever save only as may be required by law.

10.2  If any deduction or withholding is required by law in respect of any
      payment due to Sogelease or any Indemnified Person pursuant to or in
      connection with this Guarantee and Indemnity or any document contemplated
      by or entered into pursuant hereto, the Guarantor shall:

(a)   ensure or procure that the deduction or withholding is made and that it
      does not exceed the minimum legal requirement therefor;

(b)   pay, or procure the payment within the period for payment permitted by
      applicable law of the full amount deducted or withheld to the relevant
      Taxation or other authority in accordance with the applicable law;

(c)   increase the payment in respect of which the deduction or withholding is
      required so that the net amount received by Sogelease or the Indemnified
      Person in question after the deduction or withholding (and after taking
      account of any further deduction or withholding which is required to be
      made which arises as a consequence of the increase) shall be equal to the
      amount which Sogelease or the Indemnified Person in question would have
      been entitled to receive in the absence of any requirement to make a
      deduction or withholding; and

(d)   promptly deliver or procure the delivery to Sogelease or the Indemnified
      Person in question of appropriate receipts evidencing the deduction or
      withholding which has been made;

      PROVIDED THAT if Sogelease determines, in its absolute discretion, that it
      has received, realised, utilised and retained a Tax benefit by reason of
      any deduction or withholding in respect of which the Guarantor has made an
      increased payment under this Clause 10.2, Sogelease shall, provided it has
      received all amounts which are then due and payable by the Guarantor under
      any of the provisions of this Guarantee and Indemnity, pay to the


                                       8
<PAGE>

      Guarantor (to the extent that Sogelease can do so without prejudicing the
      amount of that benefit and the right of Sogelease to obtain any other
      benefit, relief or allowance which may be available to it) such amount, if
      any, as Sogelease in its absolute discretion, shall determine will leave
      Sogelease in no better and no worse position than Sogelease would have
      been in if the deduction or withholding had not been required;

      PROVIDED FURTHER THAT:

      (i)   Sogelease shall have an absolute discretion as to the time at which
            and the order and manner in which it realises or utilises any Tax
            benefit;

      (ii)  Sogelease shall not be obliged to disclose any information regarding
            its business, Tax affairs or Tax computations or those of any member
            of the Sub-Lessor Group;

      (iii) if Sogelease has made a payment to the Guarantor pursuant to this
            Clause 10.2 on account of any Tax benefit and it subsequently
            transpires that Sogelease did not receive that Tax benefit, or
            received a lesser Tax benefit, the Guarantor shall pay on demand to
            Sogelease such sum as Sogelease may in its absolute discretion
            determine being necessary to restore the after-Tax position of
            Sogelease to that which it would have been had no adjustment under
            this proviso (iii) been necessary;

      (iv)  Sogelease shall not be obliged to make any payment under this Clause
            10.2 if, by doing so, it would contravene the terms of any
            applicable law or any notice, direction or requirement of any
            governmental or regulatory authority (whether or not having the
            force of law).

10.3  If the Guarantor requests Sogelease, in writing, to make an appropriate
      application in writing to an appropriate Tax authority pursuant to the
      provisions of a double tax treaty for relief (whether in whole or in part)
      in respect of any deduction or withholding on account of Taxes required by
      law, Sogelease shall (provided that Sogelease is fully indemnified by the
      Guarantor in terms satisfactory to Sogelease in respect of any costs,
      expenses, losses or damage incurred or suffered by Sogelease in connection
      therewith) take such action as the Guarantor shall reasonably request to
      make such application to an applicable Tax authority. Sogelease shall be
      under no obligation to appeal, contest or dispute any decision, ruling or
      determination by a Tax authority that the provisions of the double tax
      treaty in respect of which the application referred to in this Clause is
      made do not apply to the deduction of withholding on account of Taxes in
      respect of which that application is made. If Sogelease subsequently
      obtains a repayment (whether in whole or in part) of such deduction or
      withholding from that Tax authority in circumstances where North Sea has
      made an increased payment under Clause 10.2 Sogelease shall, PROVIDED THAT
      Sogelease has received all amounts which are then due and payable by the
      Guarantor under any of the provisions of this Guarantee and Indemnity pay
      to the Guarantor such amount of the repayment as Sogelease considers, in
      its absolute discretion, will leave Sogelease in no worse position than
      Sogelease would have been in if the deduction or withholding had not been
      required.

11    ACKNOWLEDGEMENT AND DECLARATION

      The Guarantor agrees, acknowledges and declares that subject to Clause 5
      (Continuing Security):

(a)   if any payment received by Sogelease in respect of monies owing or due and
      payable by North Sea shall on the subsequent insolvency or liquidation of
      the North Sea be avoided under any laws relating to insolvency or
      liquidation, such payment shall not be considered as discharging or
      diminishing the liability of the Guarantor under this Guarantee and


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<PAGE>

      Indemnity and this Guarantee and Indemnity shall continue to apply as if
      such payment had at all times remained owing by North Sea;

(b)   this Guarantee and Indemnity shall remain the property of Sogelease and
      notwithstanding that all monies and liabilities due or incurred by North
      Sea to Sogelease which are guaranteed hereunder shall have been paid or
      discharged, Sogelease shall be entitled not to discharge this Guarantee
      and Indemnity or any security held by Sogelease for the obligations of the
      Guarantor hereunder until Sogelease has received, at the Guarantor's
      expense, such legal opinions as Sogelease shall reasonably require in
      terms satisfactory to Sogelease relating to those aspects of the laws of
      any relevant jurisdictions concerning the ability to set aside any such
      payment or discharge and in the event of bankruptcy, winding-up or any
      similar proceedings being commenced in respect of North Sea Sogelease
      shall be at liberty not to discharge this Guarantee and Indemnity or any
      security held by Sogelease for the obligations of the Guarantor hereunder
      for and during such further period as Sogelease may reasonably determine;

(c)   if the Guarantor has not paid to Sogelease the full amount of all sums
      then due under this Guarantee and Indemnity, Sogelease shall be entitled,
      for the purpose of enabling Sogelease to sue North Sea and/or any other
      guarantor of the liabilities which are guaranteed by this Guarantee and
      Indemnity or for proving in its or their liquidation or in any similar
      proceedings for any monies due and unpaid by North Sea to Sogelease, at
      any time place and keep for such time as it may think fit any monies
      received hereunder, or under any, of such other guarantees or from any
      other person, to the credit of an interest bearing securities realised
      account or accounts (the rate of interest being earned on such monies in
      such account or accounts being the rate of interest extended at that time
      to the other customers of Sogelease of similar creditworthiness at that
      time as the Guarantor) without any obligation on the part of Sogelease to
      apply the same or any part thereof in or towards the discharge of the
      indebtedness and liabilities of North Sea to Sogelease; and

(d)   it has received executed copies of, and is aware of the terms of, the
      Guaranteed Agreements.

12    ASSIGNMENT

12.1  ASSIGNMENT BY SOGELEASE

      Sogelease shall only be entitled to assign or otherwise transfer its
      rights under this Guarantee to the same extent, and in the same manner, as
      assignment of its rights under the Sub-Lease is permitted.

12.2  ASSIGNMENT BY GUARANTOR

      The Guarantor may not assign, transfer or part with any of its rights or
      obligations under this Guarantee and Indemnity without the prior written
      consent of Sogelease which Sogelease may withhold in its absolute
      discretion.

13    COSTS AND EXPENSES

      The Guarantor shall indemnify Sogelease on a full indemnity basis, from
      and against, and on demand reimburse Sogelease for all costs, charges and
      expenses (and including any VAT payable in connection therewith), properly
      (and prior to the occurrence of a Termination Event, reasonably) incurred
      by Sogelease in connection with or incidental to the protection and
      preservation of the security hereby constituted or the exercise or
      enforcement of, or in endeavouring to exercise or enforce, any right or
      remedy conferred upon Sogelease hereunder or by law including in
      connection with any action brought by Sogelease to recover any payment due
      hereunder, or relating to any breach of any covenant or obligation in this
      Guarantee and Indemnity, whether or not any such action progresses to
      judgment.


                                       10
<PAGE>

14    MISCELLANEOUS

14.1  DELAY IN ENFORCEMENT, WAIVERS ETC.

      All waivers of any right, power or privilege by either party hereto shall
      be in writing signed by such party. No failure or delay on the part of
      either party in exercising any power or right hereunder shall operate as a
      waiver thereof nor shall any single or partial exercise of any such right
      or power preclude any other or further exercise of any such right or
      power. The rights and remedies herein provided are cumulative and not
      exclusive of any rights or remedies provided by law or in equity.

14.2  VARIATION

      This Guarantee and Indemnity shall only be amended, modified or varied by
      an instrument in writing executed by or on behalf of the parties hereto.

14.3  INVALIDITY

      If any term or provision of this Guarantee and Indemnity or the
      application thereof to any person or circumstance shall to any extent be
      invalid or unenforceable under any applicable law neither the remainder of
      this Guarantee and Indemnity or application of such term or provision to
      persons or circumstances other than those as to which it is already
      invalid or unenforceable shall be affected thereby nor shall the validity,
      legality and enforceability of such term or provision under the laws of
      any other jurisdiction be in any way affected or impaired.

14.4  NOTICES

(a)   Any demand, consent, record, election or notice (a "NOTICE") required or
      permitted to be given by either party to the other under this Guarantee
      and Indemnity shall be in writing and sent by first class prepaid airmail
      post or by facsimile transmission or delivered by hand addressed as
      follows:

      (i)   if to the Guarantor to:
            GlobalSantaFe Corporation
            15375 Memorial Drive
            Houston
            Texas 77079
            USA

            Attention:  Legal Department
            Facsimile:  + 281 925 6675

      (ii)  if to Sogelease to:
            Sogelease B.V.
            Rembrandt Tower
            Amstelplein 1
            1096 HA
            Amsterdam
            The Netherlands

            Attention:  Head of Lease Administration
            Facsimile:  +31 20 4635 358

      or in each case to such other person or address or facsimile number as one
      party may, by not less than three (3) Business Days' notice, notify in
      writing to the other party hereto.


                                       11
<PAGE>

(b)   Any Notice shall be deemed to have been given or received to or by the
      party to whom it is addressed ten (10) days following posting, if posted
      by first class prepaid airmail post and on delivery, if delivered by hand
      and, in the case of a facsimile transmission, upon receipt by the sender
      of a transmission report showing the Notice has been sent in its entirety.
      The sender of a Notice by facsimile shall despatch an original of such
      Notice in the first class airmail post with postage prepaid in an envelope
      addressed to the recipient of the facsimile at its address stated in
      Clause 14.4(a) but the facsimile Notice shall be the definitive Notice for
      the purposes of this Guarantee and Indemnity.

14.5  APPLICABLE LAW

      This Guarantee and Indemnity shall be governed by and construed, and
      performance thereof shall be determined, in accordance with the laws of
      England.

14.6  COUNTERPARTS

      This Guarantee and Indemnity may be executed in several counterparts and
      any single counterpart or set of counterparts, signed in either case by
      all of the parties, shall be deemed to be an original, and all taken
      together shall constitute one and the same instrument.

14.7  FURTHER ASSURANCES

      The Guarantor agrees from time to time, and at the Guarantor's expense, to
      do and perform such other and further acts and execute and deliver any and
      all such other instruments as may be required by law or reasonably
      requested by Sogelease to establish, maintain and protect the rights and
      remedies of Sogelease and to carry out and effect the intent and purpose
      of this Guarantee and Indemnity.

14.8  ENTIRE AGREEMENT

      This Guarantee and Indemnity, in conjunction with the Lease Documents and
      any letter agreements of even date herewith between the Guarantor and
      Sogelease, constitutes the entire agreement between the parties hereto in
      relation to this Guarantee and Indemnity and supersedes all previous
      proposals, agreements and other written and oral communications in
      relation thereto.

15    SUBMISSION TO JURISDICTION

15.1  For the exclusive benefit of Sogelease, the Guarantor hereby submits to
      the non-exclusive jurisdiction of the courts of England with regard to
      this Guarantee and Indemnity. Any legal action or proceedings with respect
      to this Guarantee and Indemnity may be brought in the courts of England or
      such other jurisdiction, as Sogelease may elect. By its execution and
      delivery of this Guarantee and Indemnity, the Guarantor:

(a)   waives any objections on the grounds of venue or forum non conveniens or
      any similar grounds and agrees that legal proceedings in any one or more
      jurisdictions shall not preclude legal proceedings in any other
      jurisdiction with respect to this Guarantee and Indemnity;

(b)   hereby accepts for itself and in respect of its property, generally and
      unconditionally, the non-exclusive jurisdiction of the aforesaid courts
      with respect to this Guarantee and Indemnity;

(c)   agrees that final judgment against it in any action or proceedings shall
      be conclusive and may be enforced in any other jurisdiction with respect
      to this Guarantee and Indemnity within or outside England by suit on the
      judgment, a certified copy of which shall be conclusive evidence of the
      fact and of the amount of its indebtedness; and


                                       12
<PAGE>

(d)   hereby consents generally in respect of any legal action or proceeding
      arising out of or in connection with this Guarantee and Indemnity to the
      giving of any relief or the issue of any process in connection with such
      action or proceeding. including, without limitation, the making,
      enforcement or execution against any property whatsoever (irrespective of
      its use or intended use) of any order or judgment which may be made or
      given in such action or proceeding.

15.2  The Guarantor, in the case of the courts of England, hereby designates.
      appoints and empowers WFW Legal Services Limited (quoting reference
      DNO/10150.20001) at the address of its registered office for the time
      being (currently 15 Appold Street, London EC2A 2HB) to receive, for and on
      behalf of it, service of process in such jurisdiction in any legal action
      or proceedings with respect to this Guarantee and Indemnity. The Guarantor
      undertakes to maintain an agent for the service of process in England at
      all times whilst the Guarantor has any liability, actual or contingent,
      under this Guarantee and Indemnity and if, for any reason such agent named
      above or its successor shall no longer serve as agent of the Guarantor to
      receive service of process in England the Guarantor shall promptly appoint
      a successor in England and advise Sogelease thereof.

16    JUDGMENT CURRENCY

      If, under any applicable law, whether as a result of a judgment against
      the Guarantor or the liquidation of the Guarantor or for any other reason,
      any payment under or in connection with this Guarantee and Indemnity is
      made or is recovered in a currency (the "OTHER CURRENCY") other than that
      in which it is required to be paid hereunder (the "ORIGINAL CURRENCY")
      then, to the extent that the payment (when converted at the rate of
      exchange and after deducting commission on the date of payment or, in the
      case of a liquidation, the latest date for the determination of
      liabilities permitted by the applicable law) falls short of the amount
      which is required to be paid under or in connection with this Guarantee
      and Indemnity as aforesaid, the Guarantor shall as a separate and
      independent obligation fully indemnify Sogelease on demand against the
      amount of the shortfall: and for the purposes of this Clause 16 "RATE OF
      EXCHANGE" means the rate at which Sogelease is able as at 11.00 a.m.
      (London time) on the relevant date to purchase the Original Currency with
      the Other Currency.

17    CONFIDENTIALITY

17.1  CONFIDENTIALITY. Each party hereto undertakes to the other party not to
      disclose (without the other party's prior written consent) to any third
      party any information relating to the transactions effected by the Lease
      Documents, PROVIDED THAT the restrictions contained in this Clause 17.1
      shall not apply to:

(a)   any information which has become part of public knowledge or literature
      (except through a breach of this Clause 17.1);

(b)   any disclosure by Sogelease to any member of the Sub-Lessor Group or North
      Sea to any member of the Guarantor's Group or to any of its agents or
      advisers or, in the case of members of the Sub-Lessor Group or Guarantor's
      Group, any of the applicable members' agents or advisers; or

(c)   any disclosure to any actual or potential or assignee, PROVIDED THAT no
      such disclosure may be made without the disclosing party first obtaining
      from the other party concerned suitable undertakings as to
      confidentiality; or

(d)   to the extent required by law or applicable regulation (including
      regulations of the US Securities Exchange Commission) or in connection
      with any proceedings for enforcement


                                       13
<PAGE>

      of rights or benefits, or protection of rights or benefits, under any
      Lease Document, or required by any governmental, regulatory or taxing
      authority.

18    VAT

18.1  All payments due to Sogelease under this Guarantee and Indemnity are
      calculated without regard to VAT which, if applicable, will be added at
      the appropriate rate. If any VAT is due, the Guarantor shall pay to
      Sogelease such VAT together with any interest and penalties thereon on
      demand by Sogelease, such demand to be made no earlier than such date as
      shall be reasonably necessary to enable the VAT to be paid on the last
      date for the payment of such VAT to avoid incurring interest and
      penalties. Sogelease shall promptly provide the Guarantor with a valid VAT
      invoice in respect of each supply made by Sogelease under this Guarantee
      and Indemnity and such invoice shall comply with all relevant laws and
      regulations relating to VAT (and, in particular, Part III of the
      Value-Added Tax Regulations 1995 (as amended)).

18.2  If the Guarantor pays Sogelease an amount in respect of VAT under Clause
      18.1 and HM Customs & Excise ("CUSTOMS") rules that all or part of it was
      not properly chargeable (an "INCORRECT VAT CHARGE") the party receiving
      the ruling shall immediately notify the other of it and, Sogelease shall
      pay to the Guarantor no later than five (5) Business Days after such
      notification an amount equal to that Incorrect VAT Charge together with
      any interest paid by Customs in respect of such Incorrect VAT Charge.

19    NATURE OF DOCUMENT

      This Guarantee and Indemnity is a deed.


                                       14
<PAGE>

IN WITNESS whereof the Guarantor and Sogelease have caused this Guarantee and
Indemnity to be duly executed and delivered, in the case of the Guarantor as its
deed the day and year first above written.

EXECUTED AND DELIVERED        )
as a DEED by                  )    /s/ Michael R. Dawson
GLOBALSANTAFE CORPORATION     )
in the presence of:           )
/s/ Walter Andrew Baker


SIGNED by                           )
for and on behalf of SOGELEASE B.V. )   /s/ Niek Volkers
in the presence of:                 )
/s/ Neill Proudfoot
                                       15