Item 1.01 Entry into a Material Definitive Agreement.
On January 16, 2009, Noble Corporation (the "Company") obtained limited
consent agreements (the "Consents") with certain lenders under the Company's
revolving credit agreement (the "Credit Facility") necessary to effect certain
waivers of default under the Credit Facility that would result from the
technical change of ownership of the Company that would occur as a result of the
Company's previously disclosed proposed merger, reorganization and consolidation
transaction. Pursuant to the Consents, the required lenders under the Credit
Facility (i) consented to the proposed merger, reorganization and consolidation
transaction to be effected by way of schemes of arrangement under Cayman Islands
law that will effectively change the place of incorporation of the parent
holding company of the Noble group of companies from the Cayman Islands to
Switzerland and result in the Company becoming a wholly owned subsidiary of the
new Swiss parent company (the "Transaction") and (ii) waived any default or
event of default under the change of ownership event of default set forth in
Section 7.1(j) of the Credit Facility that would arise due to the Transaction.
A copy of the form of Consent is filed as Exhibit 1.1 to this Current Report
and is incorporated by reference herein.
Important Additional Information Regarding the Transaction
In connection with the proposed Transaction, the Company has filed materials
related to the Transaction with the SEC, including a preliminary proxy
statement. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE ADVISED TO READ THE
PROXY STATEMENT AND ANY OTHER MATERIALS REGARDING THE PROPOSED TRANSACTION
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE
COMPANY. Investors and security holders may obtain, without charge, a copy of
the proxy statement and other relevant documents filed with the SEC from the
SEC's website at www.sec.gov or at the Company's website at www.noblecorp.com.
Security holders and other interested parties will also be able to obtain,
without charge, copies of the proxy statement and other relevant documents by
directing a request by mail or telephone to Investor Relations, Noble
Corporation, 13135 South Dairy Ashford, Suite 800, Sugar Land, Texas 77478,
telephone number (281) 276-6100.
Participants in Solicitation
The Company and its directors, executive officers and certain other members
of management may be deemed to be participants in the solicitation of proxies
from its shareholders with respect to the Transaction. Information about these
persons is set forth in the preliminary proxy statement, as filed with the SEC
on December 22, 2008. Investors and security holders may obtain additional
information regarding the interests of such persons, which may be different than
those of the Company's shareholders generally, by reading the proxy statement
and other relevant documents regarding the Transaction that are filed with the
SEC.
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