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EXHIBIT 4.2
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NOBLE DRILLING CORPORATION
to
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of May 30, 1997
to
INDENTURE
Dated as of October 1, 1993
$125,000,000
9 1/4% Senior Notes Due 2003
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FIRST SUPPLEMENTAL INDENTURE (the "Supplemental
Indenture"), dated as of May 30, 1997, between NOBLE DRILLING
CORPORATION, a Delaware corporation (the "Company"), and TEXAS
COMMERCE BANK NATIONAL ASSOCIATION, as trustee (the "Trustee"),
under an Indenture dated as of October 1, 1993 (the
"Indenture").
WITNESSETH:
WHEREAS, Section 9.02 of the Indenture provides, among other things,
that, with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Notes, by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental to the
Indenture for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders;
WHEREAS, all things necessary to make this Supplemental Indenture a
valid supplement to the Indenture in accordance with its terms have been done;
WHEREAS, all capitalized terms used in this Supplemental Indenture
which are defined in the Indenture, either directly or by reference therein,
have the meanings ascribed to them therein, except to the extent such terms are
defined in this Supplemental Indenture or the context clearly requires
otherwise;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1.1. Amendment of SECTION 5.01. SECTION 5.01 of the
Indenture is amended by deleting subsections (5) and (6) thereof and by
deleting as "Events of Default" thereunder any default in the performance or
breach of any of the provisions of the Indenture deleted by Section 1.2 of this
Supplemental Indenture.
Section 1.2. Deletion of Certain Sections. SECTION 8.01, SECTIONS
10.07 through and including 10.11, SECTIONS 10.14 and 10.15, SECTIONS 10.17 and
10.18 and SECTIONS 12.01 through and including 12.03 of the Indenture are
deleted in their entirety.
Section 2. Effectiveness of Supplemental Indenture. Pursuant to an
Offer to Purchase and Consent Solicitation Statement dated May 14, 1997 (the
"Offer to Purchase"), the Company has offered (the "Offer") to purchase for
cash all $84,445,000 principal amount of the Outstanding Notes at a purchase
price determined in the manner described therein. The Company shall pay to the
Trustee for the account of each Holder ("Eligible Payment Recipient") who has
tendered and not duly withdrawn its Notes in the Offer as of June 12, 1997,
unless extended (such time and date, as the same may be extended, the
"Expiration Date"), an amount equal to the Total Purchase Price or the Purchase
Price (each as defined in the Offer to Purchase), as the case may be, plus
accrued but unpaid interest to (but excluding) the Payment Date (as defined in
the next sentence) (the "Tender Payments"). Notes purchased pursuant to the
Offer will be paid for in immediately available funds on the third Business Day
after the Expiration Date (or as soon as practicable thereafter) (the "Payment
Date"), and the Trustee shall pay the aggregate Tender Payments to the Eligible
Payment Recipients in accordance with their respective interests. The
provisions of this Supplemental Indenture will not become operative until
validly tendered Notes are accepted for payment by the Company. If the Offer
is terminated or withdrawn, or the Notes not purchased pursuant to the Offer,
the Supplemental Indenture will never become operative.
Section 3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.
Section 4. Counterparts. This Supplemental Indenture may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if the signature thereto and hereto were upon the same
instrument.
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Section 5. Severability Clause. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, to the
extent permitted by law, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
Section 6. Ratification. Except as expressly amended by this
Supplemental Indenture, each provision of the Indenture shall remain in full
force and effect, and, as amended hereby, the Indenture is in all respects
agreed to, ratified and confirmed by each of the Company and the Trustee.
* * *
IN WITNESS WHEREOF, the Company and the Trustee have caused this
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized and their respective seals duly attested to be
hereunto affixed all as of the day and year first above written.
"COMPANY"
NOBLE DRILLING CORPORATION
[SEAL]
Attest: By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Senior Vice President - Finance
and Treasurer
/s/ XXXXX X. XXXXXXXXX
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Xxxxx X. Xxxxxxxxx
Secretary
"TRUSTEE"
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Vice President
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STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, the undersigned authority, a Notary Public in and for said
state, on this day personally appeared Xxxxx X. Xxxxxxxx and Xxxxx X.
Xxxxxxxxx, known to me to be the persons and officers whose names are
subscribed to the foregoing instrument and acknowledged to me that the same was
the act of the said NOBLE DRILLING CORPORATION, a Delaware corporation, and
that they executed the same as the act of said corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 30th day of May, 1997.
/s/ XXXXXXX X. XXXXXX
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Notary Public in and for the State of Texas
My commission expires: Xxxxxxx X. Xxxxxx
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Printed Name of Notary Public
July 29, 0000
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XXXXX XX XXXXX )
)
COUNTY OF XXXXXX )
BEFORE ME, the undersigned authority, a Notary Public in and for said
state, on this day personally appeared Xxxxx X. Xxxx known to me to be the
persons and officers whose names are subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, as trustee, a national banking association, and that they
executed the same as the act of said national banking association for the
purposes and consideration therein expressed, and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 30th day of May, 1997.
/s/ LEAN X. XXXXXX
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Notary Public in and for the State of Texas
My commission expires: Lean X. Xxxxxx
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Printed Name of Notary Public
4/20/98
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