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, and NOBLE CORPORATION, as Guarantor, and THE BANK OF NEW YORK MELLON TRUST...
Exhibit 4.1
NOBLE DRILLING CORPORATION,
as Issuer,
as Issuer,
NOBLE DRILLING HOLDING LLC,
as Co-Issuer,
as Co-Issuer,
NOBLE DRILLING SERVICES 1 LLC,
as Co-Issuer,
as Co-Issuer,
NOBLE HOLDING (U.S.) CORPORATION,
as Guarantor,
and
as Guarantor,
and
NOBLE CORPORATION,
as Guarantor,
and
as Guarantor,
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
as Trustee
Dated as of September 25, 2009
to
INDENTURE
Dated as of March 1, 1999, as previously amended and supplemented
Dated as of March 1, 1999, as previously amended and supplemented
7.50% SENIOR NOTES DUE 2019
FOURTH SUPPLEMENTAL INDENTURE dated as of September 25, 2009, among NOBLE DRILLING
CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware
(“Noble Drilling”), NOBLE DRILLING HOLDING LLC, a limited liability company duly organized
and existing under the laws of the State of Delaware (“Drilling Holding,” and collectively
with Noble Drilling, the “Company” or “Companies”), NOBLE DRILLING SERVICES 1 LLC,
a limited liability company duly organized and existing under the laws of the State of Delaware
(“NDS1”), NOBLE HOLDING (U.S.) CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (“Holding”), and NOBLE CORPORATION, a Cayman Islands
exempted company limited by shares (collectively with Holding, the “Guarantors”), and THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, successor by merger to
JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association), as
trustee (the “Trustee”).
R E C I T A L S:
WHEREAS, Noble Drilling has previously executed and delivered to the Trustee an indenture
dated as of March 1, 1999 (as supplemented by the First Supplemental Indenture thereto dated as of
March 16, 1999, the Second Supplemental Indenture thereto dated as of April 30, 2002 and the Third
Supplemental Indenture thereto dated as of December 20, 2005, the “Supplemented Indenture”)
providing for the issuance by Noble Drilling from time to time of its unsecured senior debt
securities (the “Securities”), issuable in one or more series;
WHEREAS, Noble Drilling has issued, and the Trustee has authenticated and delivered, a series
of Securities designated “7.50% Senior Notes due 2019” (the “Notes”);
WHEREAS, the Companies are the obligors with respect to the Notes and the Guarantors have
guaranteed the due and punctual payment of the principal of, premium, if any, interest on, and all
other amounts due under, the Notes;
WHEREAS, as part of an internal reorganization, Noble Drilling intends to contribute,
transfer, convey and assign on the date hereof to NDS1 assets (including equity interests in
directly owned subsidiaries of Noble Drilling) representing all but three of the drilling rigs
owned directly or indirectly by Noble Drilling (the “Asset Transfer”) in exchange for and in
consideration of (i) an increase in Noble Drilling’s capital account balance in NDS1 and (ii)
NDS1’s assumption of certain liabilities of Noble Drilling;
WHEREAS, the Asset Transfer may be deemed a transfer of Noble Drilling’s properties and assets
substantially as an entirety;
WHEREAS, pursuant to Section 801 of the Supplemented Xxxxxxxxx, XXX0, as the transferee of all
or substantially all of Noble Drilling’s properties and assets, is required to expressly assume, by
an indenture supplemental to the Supplemented Indenture, the due and punctual payment of the
principal of, premium, if any, and interest on, and any Additional Amounts with respect to, the
Securities and the performance of Noble Drilling’s covenants and obligations under the Supplemented
Indenture and the Securities;
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WHEREAS, Section 901 of the Supplemented Indenture provides that, without the consent of any
Holders, Noble Drilling, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental to the Supplemented Indenture
to evidence the succession of another Person to Noble Drilling and the assumption by any such
successor of the covenants of Noble Drilling in the Supplemented Indenture and in the Securities;
WHEREAS, the Companies, NDS1 and the Guarantors, pursuant to the foregoing authority, propose
to amend and supplement the Supplemented Indenture in certain respects to evidence the succession
of NDS1 to Noble Drilling and the assumption by NDS1 of the covenants and obligations of Noble
Drilling in the Supplemented Indenture and the Securities; and
WHEREAS, all things necessary to make this Fourth Supplemental Indenture a valid and legally
binding supplemental indenture to the Supplemented Indenture (the Supplemented Indenture, as
further supplemented by this Fourth Supplemental Indenture, the “Indenture”) in accordance
with the terms thereof have been done and the execution and delivery of this Fourth Supplemental
Indenture have been duly authorized in all respects;
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged by the parties hereto, each party agrees, for the benefit of the
other parties and for the equal and proportionate benefit of all Holders of the Securities, as
follows:
SECTION 1. SUCCESSION BY TRANSFER OF PROPERTIES AND ASSETS SUBSTANTIALLY AS AN ENTIRETY
On the date hereof and effective upon the consummation of the Asset Transfer, (a) NDS1 hereby
expressly assumes the due and punctual payment of the principal of, premium, if any, and interest
on, and any Additional Amounts with respect to, the Securities and the performance of Noble
Drilling’s covenants and obligations under the Supplemented Indenture and the Securities; (b) NDS1
agrees to pay fully and promptly all amounts due to the Trustee under the Indenture; (c) NDS1 will
succeed to, be substituted for, and may exercise every right and power of, Noble Drilling under the
Supplemented Indenture, with the same effect as if NDS1 had been named as the “Company” for
purposes of the Indenture; provided, however, that Noble Drilling shall not be released from any of
its covenants or obligations under the Supplemented Indenture and the Securities, including but not
limited to the obligation to pay the principal of, premium, if any, and interest on, and any
Additional Amounts with respect to the Securities. After the effectiveness of this Fourth
Supplemental Indenture, for the purposes of the Indenture, the term the “Company” shall include
Noble Drilling, Drilling Holding and NDS1.
SECTION 2. MISCELLANEOUS
Section 2.1 Trust Indenture Act Controls. If any provision of this Fourth Supplemental
Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is
required under such Act to be part of and govern the Indenture, such provision of the Trust
Indenture Act shall control. If any provision hereof modifies or excludes any provision of the
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Trust Indenture Act that may be so modified or excluded, such provision of the Trust Indenture Act
shall be deemed to apply to this Fourth Supplemental Indenture, as so modified or excluded, as the
case may be.
Section 2.2 Date and Time of Effectiveness. This Fourth Supplemental Indenture shall
become a legally effective and binding instrument at and as of the date and time first set forth
above.
Section 2.3 Supplemental Indenture Incorporated into Indenture. The terms and
conditions of this Fourth Supplemental Indenture shall be deemed to be part of the Indenture for
all purposes relating to the Securities. All amendments to the Supplemented Indenture made hereby
shall have effect only with respect to the Securities. The Supplemented Indenture is hereby
incorporated by reference herein and, as further supplemented by this Fourth Supplemental
Indenture, is in all respects adopted, ratified and confirmed.
Section 2.4 Notes Deemed Conformed. As of the date hereof, the provisions of the Notes
shall be deemed to be conformed, without the necessity for any reissuance or exchange of such Note
or any other action on the part of the Holders of the Securities, the Companies, NDS1 or the
Trustee, so as to reflect this Fourth Supplemental Indenture.
Section 2.5 Successors. All agreements of the Companies, NDS1, the Guarantors and the
Trustee in this Fourth Supplemental Indenture and in the Indenture shall bind their respective
successors and assigns, whether or not so expressed.
Section 2.6 Benefits of Fourth Supplemental Indenture. Nothing in this Fourth
Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder and the Holders of Notes, any benefit or any legal or equitable
right, remedy or claim under this Fourth Supplemental Indenture or the Indenture.
Section 2.7 Separability. In case any provision in this Fourth Supplemental Indenture,
or in the Indenture, shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the full extent permitted
by law.
Section 2.8 Headings. The section headings of this Fourth Supplemental Indenture have
been inserted for convenience of reference only, are not to be considered a part of this Fourth
Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions
hereof.
Section 2.9 Definitions. Each capitalized term used but not defined in this Fourth
Supplemental Indenture shall have the meaning assigned to such term in the Supplemented Indenture.
Section 2.10 Governing Law. THIS FOURTH 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 THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
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Section 2.11 Counterparts. This Fourth Supplemental Indenture may be executed in two
or more counterparts, each of which shall constitute an original, but all of which when taken
together shall constitute the same instrument.
Section 2.12 Trustee Not Responsible for Recitals. The recitals herein contained are
made by the Companies, NDS1 and the Guarantors, and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no representations as to the validity
or sufficiency of this Fourth Supplemental Indenture.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be
duly executed, all as of the date first above written.
NOBLE DRILLING CORPORATION | ||||||
(“Noble Drilling”) | ||||||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |||||
Xxxxxx X. Xxxxxxxxx | ||||||
President | ||||||
Attest:
|
/s/ Xxxxxx Xxxxxxx | |||||
Title: Secretary | ||||||
NOBLE DRILLING HOLDING LLC | ||||||
(“Drilling Holding”) | ||||||
By: | /s/ Xxxx X. Xxx | |||||
Xxxx X. Xxx | ||||||
Manager | ||||||
Attest:
|
/s/ X. Xxxxxx | |||||
Title: Secretary | ||||||
NOBLE DRILLING SERVICES 1 LLC | ||||||
(“NDS1”) | ||||||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |||||
Xxxxxx X. Xxxxxxxxx | ||||||
President | ||||||
Attest:
|
/s/ Xxxxxx Xxxxxxx | |||||
Title: Secretary | ||||||
NOBLE HOLDING (U.S.) CORPORATION, | ||||||
(“Holding”) | ||||||
By: | /s/ Xxxx X. Xxxxxx | |||||
Xxxx X. Xxxxxx | ||||||
Vice President | ||||||
Attest:
|
/s/ Xxxxxx Xxxxxx | |||||
Title: Administrative Assistant |
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NOBLE CORPORATION | ||||||
(Cayman Islands) | ||||||
By: | /s/ Xxxxx X. Xxxxxxxxx | |||||
Xxxxx X. Xxxxxxxxx | ||||||
Executive Vice President | ||||||
Attest:
|
/s/ Xxxx Xxxxxxxxx | |||||
Title: Attorney | ||||||
THE BANK OF NEW YORK MELLON TRUST COMPANY, | ||||||
N.A., as Trustee | ||||||
By: | /s/ Xxxxxx Xxxxxxxx | |||||
Xxxxxx Xxxxxxxx | ||||||
Senior Associate | ||||||
Attest:
|
/s/ Xxxx Xxxxxx | |||||
Title: Senior Associate |
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