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
COMPANY, N.A.,
as Trustee
FOURTH SUPPLEMENTAL
INDENTURE
Dated as of September 25,
2009
INDENTURE
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
”).
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 Indenture, NDS1,
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;
1
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 F
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