exv4w3



 





Exhibit
4.3



[FORM OF NOTE]



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




NOBLE CORPORATION




5.875% SENIOR NOTE DUE 2013

$300,000,000




CUSIP No. G65422AA8

Issue Date: May 26, 2006



Noble Corporation, a Cayman Islands exempted company limited by shares (the “Company”), promises to
pay to CEDE & CO. or its registered assigns, the principal amount of THREE HUNDRED MILLION DOLLARS
($300,000,000) on June 1, 2013. This Note shall not bear interest except as specified on the other
side of this Note. Additional provisions of this Note are set forth on the other side of this
Note.




 









 







IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate
seal.




	 	 	 	 	 	 	 
	 	 	NOBLE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






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TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Securities of the series designated herein referred to in the within-mentioned
Indenture.




Dated: May 26, 2006




	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






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[FORM OF REVERSE SIDE OF THE NOTE]




5.875% SENIOR NOTE DUE 2013




     Interest. Commencing May 26, 2006, interest on this Note will accrue at the rate of
5.875% per annum and will be payable in cash semiannually on each June 1 and December 1, commencing
December 1, 2006, to Holders of record on the close of business on the immediately preceding May 15
and November 15. All such interest shall be payable on demand.



     Method of Payment. Subject to the terms and conditions of the Indenture, payments in
respect of the Notes shall be made at the office or agency of the Company maintained for that
purpose in the City and State of New York. The Company will pay cash amounts in money of the
United States that at the time of payment is legal tender for payment of public and private debts.



     Paying Agent and Security Registrar. Initially, JPMorgan Chase Bank, National
Association, as Trustee (the “Trustee”), will act as Paying Agent and Security Registrar.
The Company may appoint and change any paying agent or security registrar without notice, other
than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may
act as Paying Agent or Security Registrar.



     Indenture. The Company issued the Notes under an Indenture, dated as of May 26, 2006,
between the Company and the Trustee, as supplemented by a First Supplemental Indenture, dated as of
May 26, 2006, between the Company, the Trustee and Noble Drilling Corporation, as Guarantor
(collectively, the “Indenture”). The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act of 1939”). Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such
terms, and Holders are referred to the Indenture and the Trust Indenture Act of 1939 for a
statement of those terms.


The Notes are general unsecured obligations of the Company, limited to $300,000,000 aggregate
principal amount.




     Redemption at the Option of the Company. No sinking fund is provided for the Notes.
The Notes will be subject to redemption at the option of the Company, in whole or in part, at any
time and from time to time, upon not less than 30 nor more than 60 days’ notice to the Holders
prior to the Redemption Date, at the Redemption Price (as defined below).


If notice of redemption has been given as provided in Article Eleven of the Indenture and funds for
the redemption of any Notes called for redemption shall have been made available on the Redemption
Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such
redemption specified in such notice and the only right of the Holders of the Notes from and after
the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes
in accordance with such notice.




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As used herein:



“Make-Whole Premium” with respect to any Note (or portion of a Note) to be redeemed shall
be equal to the excess, if any, of:





the sum of the present values, calculated as of the Redemption Date, of:




     each interest payment that, but for the redemption, would have been payable on
the Note (or its portion) being redeemed on each Interest Payment Date occurring
after the Redemption Date (excluding any accrued interest for the period before the
Redemption Date); and




     the principal amount that, but for the redemption, would have been payable at
the final maturity of the Note (or its portion) being redeemed;



over





the principal amount of the Note (or its portion) being redeemed.


The present values of interest and principal payments referred to in clause (i) above will be
determined in accordance with generally accepted principles of financial analysis. Those present
values will be calculated by discounting the amount of each payment of interest or principal from
the date that such payment would have been payable, but for the redemption, to the Redemption Date
at a discount rate equal to the Treasury Yield plus 15 basis points for such Notes. The
Make-Whole Premium will be calculated by an independent investment banking institution of national
standing appointed by the Company, provided that if the Company fails to make such
appointment at least 45 Business Days prior to the Redemption Date, or if the institution so
appointed is unwilling or unable to make the calculation, such calculation will be made by Goldman,
Sachs & Co. or, if that firm is unwilling or unable to make the calculation, by the Independent
Investment Banker.



“Redemption Price,” with respect to Notes being redeemed on a Redemption Date, shall be the
price equal to 100% of the principal amount thereof plus accrued interest to the Redemption
Date (subject to the right of holders of record on the relevant record date to receive interest due
on an Interest Payment Date that is on or prior to the Redemption Date), plus a Make-Whole
Premium, if any is required to be paid. The Redemption Price of any Notes being redeemed will
never be less than 100% of the principal amount of the Notes being redeemed plus accrued
interest to the Redemption Date.



If less than all the Notes are to be redeemed, the particular Notes or portions thereof to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from
the Outstanding Notes not previously called for redemption, either pro rata, by lot or by another
method the Trustee shall deem fair and reasonable, and the aggregate principal amounts to be
redeemed must be equal to $1,000 or any integral multiple thereof.




     Denominations; Transfer; Exchange. The Notes are in registered form, without coupons,
in denominations of $1,000 of principal amount and integral multiples of $1,000. A Holder may
register the transfer of or exchange Notes in accordance with the Indenture. The Security



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Registrar may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.
The Company shall not be required to exchange or register a transfer of (a) any Notes for a period
of 15 days next preceding the first mailing or publication of notice of redemption of Notes to be
redeemed or (b) any Notes selected, called or being called for redemption, in whole or in part,
except, in the case of any Note to be redeemed in part, the portion thereof not so to be redeemed.



     Persons Deemed Owners. The registered Holder of this Note may be treated as the owner
of this Note for all purposes.



     Unclaimed Money. The Trustee and each Paying Agent shall each return to the Company
upon written request any money held by them for the payment of any amount with respect to the Notes
that remains unclaimed for three years. After return to the Company, Holders entitled to the money
must look to the Company for payment as general creditors unless an applicable abandoned property
law designates another person.



     Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of a majority in
aggregate principal amount of the Notes at the time Outstanding and (ii) certain defaults or
noncompliance with certain provisions may be waived with the written consent of the Holders of a
majority in aggregate principal amount of the Notes at the time Outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Company and the
Trustee may amend the Indenture or the Notes to cure any ambiguity, defect or inconsistency, or to
comply with Article Nine of the Indenture, or to make any change that does not adversely affect the
rights of any Holder of Notes in any material respect.



     Defaults and Remedies. Under the Indenture, Events of Default include, among others,
(a) default in the payment of principal or premium, if any, when due; (b) default in the payment of
any installment of interest when due, continued for 30 days; (c) default in the performance of any
covenant of the Company applicable to the Notes, continued for 90 days after written notice given
in accordance with the Indenture to the Company by the Trustee or to the Company and the Trustee,
by the Holders of at least 25% in aggregate principal amount of all series of Notes then
Outstanding; (d) the Guarantee ceases to be in full force and effect (except in accordance with its
terms) or the Guarantor denies or disaffirms its obligations under the Guarantee; (e) certain
events of bankruptcy, insolvency or reorganization of the Company; and (f) default under any bond,
debenture, note or other evidence of Indebtedness (other than Non-Recourse Indebtedness) by either
of the Company or any Subsidiary or under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness (other than
Non-Recourse Indebtedness) of either of the Company or any Subsidiary resulting in the acceleration
of such Indebtedness (other than Non-Recourse Indebtedness), or any default in payment of such
Indebtedness (other than Non-Recourse Indebtedness) (after expiration of any applicable grace
periods and presentation of any debt instruments, if required), if the aggregate amount of all such
Indebtedness (other than Non-Recourse Indebtedness) that has been so accelerated and with respect
to which there has been such a default in payment shall exceed $25,000,000 and there has been a
failure to obtain rescission or annulment of all such accelerations or to discharge all such
defaulted indebtedness



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within 20 days after there has been given in accordance with the Indenture to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of
the Notes a written notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” under the Indenture.


If any Event of Default shall occur and be continuing, the Trustee or the Holders of not less than
25% in aggregate principal amount of the Notes then Outstanding, by notice in writing to the
Company (and to the Trustee, if given by the Holders), may declare the principal of all of the
Notes and the interest, if any, accrued thereon to be due and payable immediately; provided,
however, that the Holders of a majority in aggregate principal amount of the Notes then
Outstanding, by notice in writing to the Company and the Trustee, may rescind and annul such
declaration and its consequences if all defaults under such Indenture are cured or waived.



No Holder of Notes then Outstanding may institute any suit, action or proceeding with respect to,
or otherwise attempt to enforce, the Indenture, unless (i) such Holder previously shall have given
to the Trustee written notice of default and of the continuance thereof, (ii) the Holders of not
less than 25% in aggregate principal amount of the Notes then Outstanding shall have made written
request to the Trustee to institute such suit, action or proceeding and shall have offered to the
Trustee such reasonable indemnity as it may require with respect thereto and (iii) the Trustee for
60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; provided that, the right of any Holder of
any Note to receive payment of the principal of, premium, if any, or interest, if any, on such
Note, on or after the respective due dates, or to institute suit for the enforcement of any such
payment shall not be impaired or affected without the consent of such Holder. The Holders of a
majority in aggregate principal amount of the Notes then Outstanding may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any
trust or power conferred on the Trustee with respect to the Notes, provided that the Trustee may
decline to follow such direction if the Trustee determines that such action or proceeding is
unlawful or would involve the Trustee in personal liability.



The Company is required to furnish to the Trustee annually a certificate as to compliance by the
Company with all conditions and covenants under the Indenture.




     Trustee Dealings With the Company. Subject to certain limitations imposed by the
Trust Indenture Act of 1939 and the Indenture, the Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and
collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not Trustee.



     No Recourse Against Others. A director, officer, employee, member or stockholder, as
such, of the Company or the Guarantor shall not have any liability for any obligations of the
Company or the payment obligations of the Guarantor under the Notes or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. By accepting a
Note, each Holder waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes and the Guarantee.



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     Authentication. This Note shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee’s Certificate of Authentication on the other side of this Note.



     Defeasance, Covenant Defeasance. The Notes are subject to defeasance and covenant
defeasance as provided in the Indenture.



     Abbreviations. Customary abbreviations may be used in the name of a Holder of Notes
or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian),
and U/G/M/A (= Uniform Gift to Minors Act).



     Governing Law. THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


The Company will furnish to any Holder of Notes upon written request and without charge a copy of
the Indenture. Requests may be made to: Noble Corporation, 13135 South Dairy Ashford, Suite 800,
Sugar Land, Texas 77478, Attention: Corporate Secretary.




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ASSIGNMENT



FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



 




(Please insert Name, Social Security Number or other Identifying Number of Assignee)



at the following address:



 



 




(Please print or typewrite name and address, including postal zip code, of assignee)



 



this Note
and all rights hereunder, hereby irrevocably constituting and
appointing  

  Attorney to transfer this Note
on the books of the Trustee, with full power of substitution in the premises.




	 	 	 	 	 
	Dated:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Notice: The signature(s) on this
Assignment must correspond with the
name(s) as written upon the face of
this Note in every particular, without
alteration or enlargement or any
change whatsoever.	 	 







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[FORM OF NOTATION OF GUARANTEE]




NOTATION OF PAYMENT GUARANTEE OF NOBLE DRILLING CORPORATION




     For value received, the undersigned, Noble Drilling Corporation, a Delaware corporation (the
“Guarantor,” which term includes any successor person under the indenture referred to
below), and a wholly-owned indirect subsidiary of Noble Corporation, a Cayman Islands exempted
company limited by shares (the “Company”), has unconditionally guaranteed, to the extent
set forth in, and subject to the provisions of, the First Supplemental Indenture, dated as of May
26, 2006 (the “First Supplemental Indenture”), among the Company, the Guarantor and
JPMorgan Chase Bank, National Association, as trustee (the “Trustee”), (a) the due and
punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the
First Supplemental Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if
lawful, and the due and punctual performance of all other payment obligations of the Company to the
holders of the Notes or the Trustee all in accordance with the terms of the Indenture, dated as of
May 26, 2006, between the Company and the Trustee, with respect to the Company’s 5.875% Senior
Notes due 2013 and the First Supplemental Indenture, and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other payment obligations, that the same will be
promptly paid in full when due in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The payment obligations of the Guarantor to the
holders of the Notes and to the Trustee pursuant to this guarantee are expressly set forth in
Sections 3 through 6 of the First Supplemental Indenture, and reference is hereby made to the First
Supplemental Indenture for the precise terms of this payment guarantee.



	 	 	 	 	 	 	 
	 	 	NOBLE DRILLING CORPORATION,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title: