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| NE > SEC Filings for NE > Form 8-K on 1-Oct-2009 | All Recent SEC Filings |
1-Oct-2009
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
Noble Cayman 5.875% Senior Notes due 2013
Also in connection with the Reorganization, on October 1, 2009, Noble Cayman,
Noble Drilling, Noble Holding International Limited, a Cayman Islands company
("NHIL"), and the Trustee, entered into a Second Supplemental Indenture to the
Indenture dated as of May 26, 2006 (as supplemented, the "Noble Cayman
Indenture"). The Noble Cayman Indenture governs Noble Cayman's 5.875% Senior
Notes due 2013 (the "Noble Cayman Notes"), of which approximately $300 million
in aggregate principal amount were outstanding as of September 30, 2009.
Pursuant to the Second Supplemental Indenture, NHIL agreed to fully and
unconditionally guarantee the due and punctual payment of the principal of,
premium, if any, interest on and all other amounts due under the Noble Cayman
Indenture and the Noble Cayman Notes.
The foregoing description is qualified in its entirety by reference to the
Second Supplemental Indenture, a copy of which is filed as Exhibit 4.3 to this
Current Report and is incorporated by reference herein.
Noble Cayman Revolving Credit Agreement
In connection with the Reorganization and NHIL's execution of the Second
Supplemental Indenture, on October 1, 2009, NHIL, Noble Cayman and Citibank,
N.A., entered into a Subsidiary Guaranty Agreement pursuant to which NHIL
irrevocably and unconditionally guaranteed the payment obligations of Noble
Cayman under the Revolving Credit Agreement, dated as of March 15, 2007, among
Noble Cayman, as borrower, the lenders from time to time parties thereto,
Citibank, N.A., as administrative agent, swingline lender and an issuing bank,
SunTrust Bank, as syndication agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
Houston Agency, Fortis Capital Corp. and Wells Fargo Bank, N.A., as
co-documentation agents, and Citigroup Global Markets Inc. and SunTrust Robinson
Humphrey, a division of SunTrust Capital Markets, Inc., as co-lead arrangers and
co-book-running managers. As of September 30, 2009, there were no borrowings
outstanding under the Revolving Credit Agreement.
The foregoing description is qualified in its entirety by reference to the
Subsidiary Guaranty Agreement, a copy of which is filed as Exhibit 4.4 to this
Current Report and is incorporated by reference herein.
EXHIBIT
NUMBER DESCRIPTION
4.1 - Fourth Supplemental Indenture, dated as of September 25, 2009, among
Noble Drilling Corporation, as Issuer, Noble Drilling Holding LLC,
as Co-Issuer, Noble Drilling Services 1 LLC, as Co-Issuer, Noble
Holding (U.S.) Corporation, as Guarantor, Noble Corporation, as
Guarantor, and The Bank of New York Mellon Trust Company, N.A., as
Trustee (relating to Noble Drilling Corporation 7.50% Senior Notes
due 2019).
4.2 - Fifth Supplemental Indenture, dated as of October 1, 2009, among
Noble Drilling Corporation, as Issuer, Noble Drilling Holding LLC,
as Co-Issuer, Noble Drilling Services 6 LLC, as Co-Issuer, Noble
Holding (U.S.) Corporation, as Guarantor, Noble Corporation, as
Guarantor, and The Bank of New York Mellon Trust Company, N.A., as
Trustee (relating to Noble Drilling Corporation 7.50% Senior Notes
due 2019).
4.3 - Second Supplemental Indenture, dated as of October 1, 2009, among
Noble Corporation, as Issuer, Noble Drilling Corporation, as
Guarantor, Noble Holding International Limited, as Guarantor, and
The Bank of New York Mellon Trust Company, N.A., as Trustee
(relating to Noble Corporation (Cayman) 5.875% Senior Notes due
2013).
4.4 - Subsidiary Guaranty Agreement, dated as of October 1, 2009, among
Noble Holding International Limited, Noble Corporation and Citibank,
N.A., as Administrative Agent (relating to Noble Corporation
(Cayman) revolving credit agreement).
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