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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): NOVEMBER 30, 2004
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
CAYMAN ISLANDS 0-13857 98-0366361
(State or other jurisdiction of (Commission file number) (I.R.S. employer identification number)
incorporation or organization)
13135 SOUTH DAIRY ASHFORD, SUITE 800
SUGAR LAND, TEXAS 77478
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 276-6100
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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FORM 8-K
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
As previously reported, Noble Drilling Corporation, an indirect
wholly-owned subsidiary of Noble Corporation, has an unsecured revolving bank
credit facility which was scheduled to mature on May 30, 2006 (the "Credit
Agreement"). Noble Corporation and one of its wholly-owned subsidiaries, Noble
Holding (U.S.) Corporation, have unconditionally guaranteed the performance of
Noble Drilling Corporation under the Credit Agreement.
On November 24, 2004, Noble Corporation, Noble Holding (U.S.)
Corporation, Noble Drilling Corporation, and the various lending institutions
party to the Credit Agreement amended the Credit Agreement (by means of the
Second Amendment thereto) to increase the total commitment to $300,000,000 from
$200,000,000 effective on the Second Amendment Effective Date, as defined in the
Second Amendment, and to extend the maturity date of the Credit Agreement to
November 30, 2009.
The foregoing summary description is subject to the complete text of
the Second Amendment, which is filed as Exhibit 4.1 to this Form 8-K, and is
qualified in its entirety by reference thereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The information required by this Item 9.01 is set forth in the
Index to Exhibits accompanying this current report and is
incorporated herein by reference.
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FORM 8-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NOBLE CORPORATION
Date: November 30, 2004 By: /s/ MARK A. JACKSON
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Mark A. Jackson,
Senior Vice President, Chief Financial Officer,
Treasurer, Controller and Assistant Secretary
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FORM 8-K
INDEX TO EXHIBITS
Exhibit No. Description
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Exhibit 4.1 Second Amendment, dated November 24, 2004, among Noble
Corporation, Noble Holding (U.S.) Corporation, Noble Drilling
Corporation, various lending institutions party to the Credit
Agreement, Wells Fargo Bank, N.A. (as successor to Wells Fargo
Bank Texas, National Association) and SunTrust Bank, as
Documentation Agents, The Bank of Tokyo-Mitsubishi, Ltd. and
Westdeutsche Landesbank Girozentrale, New York Branch, as
Syndication Agents, The Bank of Tokyo-Mitsubishi, Ltd. and
Nordea Bank Finland Plc, New York Branch, as Co-Lead
Arrangers, Nordea Bank Finland Plc, as Bookrunner, and Nordea
Bank Finland Plc, New York Branch (as the replacement
Administrative Agent to Nordea Bank Norge ASA, New York
Branch, as successor by merger to Christiania Bank og
Kreditdasse ASA, New York Branch), as Administrative Agent.
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