EXHIBIT 4.4
NOBLE DRILLING (▇▇▇▇ ▇▇▇▇▇) LTD.
▇/▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ House
South Church Street, ▇▇▇▇▇▇ Town
Grand Cayman, Cayman Islands
British West Indies
March 15, 2002
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONSENT
Reference is hereby made to the those certain Note Purchase Agreements
dated July 1, 1998 (the "Note Purchase Agreements") between Noble Drilling (▇▇▇▇
▇▇▇▇▇) Ltd. (the "Company"), the Purchasers listed on Schedule A attached
hereto, and ▇▇ ▇▇▇▇▇▇ Chase Bank, National Association, f/k/a Chase Bank of
Texas, National Association, as trustee ("Trustee"). Terms used herein and not
defined shall have the meanings given such terms in the Note Purchase
Agreements.
WITNESSETH
WHEREAS, Noble Drilling Corporation ("NDC") guaranteed the Obligations
of the Company under the Agreement and the Notes pursuant to a certain Parent
Guaranty dated July 1, 1998 (the "Original Parent Guaranty") by NDC in favor of
Trustee;
WHEREAS, NDC proposes to reorganize its corporate structure in order
that, immediately after giving effect to such reorganization, NDC will be a
wholly-owned Subsidiary of Noble Holding (U.S.) Corporation ("NHC"), and NHC
will be a wholly-owned Subsidiary of Noble Corporation ("Parent");
WHEREAS, the Company has requested that Purchasers consent to such
restructuring, and Purchasers are willing to consent to such restructuring,
subject to the terms and conditions hereof;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and each undersigned
Purchaser hereby agree as follows:
Each undersigned Purchaser hereby consents to the above-described
restructuring, such consent to be effective upon the satisfaction of each of the
following conditions precedent:
1. The Company, the Trustee and Required Purchasers shall have
executed and delivered this Amendment and Consent to the
Trustee.
2. Each of Parent, NHC and NDC shall have executed and delivered
to the Trustee for the benefit of Purchasers, an Amended and
Restated Parent Guaranty in the form of Exhibit A attached
hereto.
3. Each of Parent, NHC and NDC shall have executed and delivered
to the Trustee, for the benefit of Purchasers, an Amended and
Restated Parent Guaranty in the form of Exhibit A attached
hereto.
4. The Trustee shall have received (i) an opinion of ▇▇▇▇▇▇▇▇ &
Knight LLP, counsel to Parent, NHC and NDC, in the form of
Exhibit B attached hereto and (ii) an opinion of ▇▇▇▇▇▇ &
Calder, special Cayman Islands counsel to Parent, in the form
of Exhibit C attached hereto.
The Company and each undersigned Purchaser hereby agree that upon the
effectiveness hereof, the definition of "Parent Guarantor" set forth in Section
9 of the Note Purchase Agreements shall be amended to read as follows:
"Parent Guarantor" shall mean, collectively: (i) Noble Corporation, a
Cayman Islands exempted company limited by shares, (ii) Noble Holding (U.S.)
Corporation, a Delaware corporation, and (iii) Noble Drilling Corporation, a
Delaware corporation.
This Amendment and Consent is a Credit Document for purposes of the
Note Purchase Agreements. Capitalized terms used and not defined herein shall
have the meanings given such terms in the Note Purchase Agreements. This
Amendment and Consent may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.
Sincerely yours,
NOBLE DRILLING (▇▇▇▇ ▇▇▇▇▇) LTD.
By: /s/ ▇▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇
Title: Treasurer
CONSENTED AND AGREED TO
as of the 15th day of March, 2002
Name of Holder:
----------------------------
By:
-------------------------
Name:
Title:
AGREED TO AND ACCEPTED:
▇▇ ▇▇▇▇▇▇ CHASE BANK, Trustee
By: [Authorized Signator]
-------------------------
Name:
Title:
SCHEDULE A
NAMES AND ADDRESSES OF PURCHASERS
PRINCIPAL LIFE INSURANCE COMPANY
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▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: Investment Department - Securities
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
HARTFORD ACCIDENT AND INDEMNITY COMPANY
c/o Hartford Investment Management Company
▇/▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Private Placements
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
LINCOLN NATIONAL REINSURANCE COMPANY (BARBADOS) LTD.
LINCOLN NATIONAL HEALTH & CASUALTY INSURANCE COMPANY
LONDON LIFE INTERNATIONAL REINSURANCE CORPORATION
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
c/o Lincoln Investment Management, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, IN 46802
ATTN: Investments/Private Placements
NATIONWIDE LIFE INSURANCE COMPANY
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇-▇▇-▇▇)
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ATTN: Corporate Fixed-Income Securities
THE PENN MUTUAL LIFE INSURANCE COMPANY
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Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Investment Department - C1B
USAA INVESTMENT MANAGEMENT COMPANY
Insurance Company Portfolios
USAA IMCO
USAA Building, BK D04N ▇▇▇▇
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RELIASTAR LIFE INSURANCE COMPANY
NORTHERN LIFE INSURANCE COMPANY
SECURITY CONNECTICUT LIFE INSURANCE COMPANY
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