UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): March 2, 2006
NOBLE CORPORATION
(Exact name of registrant as specified in its charter)
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| CAYMAN ISLANDS
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001-31306
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98-0366361 |
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File
Number)
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(I.R.S. Employer Identification No.) |
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13135 South Dairy Ashford, Suite 800
Sugar Land, Texas
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77478 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (281) 276-6100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On March 2, 2006, Noble Corporation (the “Company”), Noble Holding (U.S.) Corporation (“NHC”),
Noble Drilling Corporation (the “Borrower”) and Goldman Sachs Credit Partners L.P., as the initial
lender and administrative agent (“GSCP”), entered into a Second Amendment to Credit Agreement (the
“Second Amendment”). The Second Amendment amends the Credit Agreement, dated as of December 22,
2005, as amended by the First Amendment to Credit Agreement, dated as of February 17, 2006 (as
amended, the “Credit Agreement”), between the Company, NHC, the Borrower and GSCP, to extend the
“Maturity Date” (as defined in the Credit Agreement) of the US$600 million borrowed under the
Credit Agreement on December 22, 2005 and to provide GSCP a
right to syndication under certain conditions. The Maturity Date has been extended from May
22, 2006 to April 1, 2007. All other terms of the Credit Agreement continue to be in full force
and effect. A copy of the Second Amendment is filed as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference. Each of NHC, the Borrower and Noble Drilling Holding
LLC is a direct or indirect wholly owned subsidiary of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| EXHIBIT |
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| NUMBER |
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DESCRIPTION |
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10.1
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Second Amendment to Credit Agreement, dated
as of March 2, 2006, among Noble Corporation,
Noble Holding (U.S.) Corporation, Noble
Drilling Corporation and Goldman Sachs Credit
Partners L.P. |
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