Close

Form 8-K NOBLE ENERGY INC For: Jul 29

July 31, 2015 6:15 AM EDT

 

 

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): July 29, 2015

 

 

 

LOGO

NOBLE ENERGY, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-07964   73-0785597

(State or other jurisdiction of

incorporation or organization)

 

Commission

File Number

 

(I.R.S. Employer

Identification No.)

 

1001 the Company Energy Way

Houston, Texas

  77070
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (281) 872-3100

 

(Former name, former address and former fiscal year, 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:

 

  ¨ 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))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On July 29, 2015, Noble Energy, Inc. (the “Company”) completed its previously announced debt exchange offers (the “Exchange Offers”) to exchange all validly tendered and accepted 5.625% Senior Notes due 2021 (the “Rosetta 2021 Notes”), 5.875% Senior Notes due 2022 (the “Rosetta 2022 Notes”) and 5.875% Senior Notes due 2024 (the “Rosetta 2024 Notes,” and collectively, with the Rosetta 2021 Notes and the Rosetta 2022 Notes, the “Rosetta Notes”) assumed by NBL Texas, LLC (“NBL Texas”), a wholly owned subsidiary of the Company and successor by merger to Rosetta Resources Inc., for new notes issued by the Company (as described below). Pursuant to the Exchange Offers, the following aggregate principal amounts of the Rosetta Notes were tendered and subsequently cancelled (i) $692,964,000 aggregate principal amount of Rosetta 2021 Notes, (ii) $597,436,000 aggregate principal amount of Rosetta 2022 Notes, and (iii) $498,786,000 aggregate principal amount of Rosetta 2024 Notes.

Following such cancellation, $10,814,000 aggregate principal amount of the Rosetta Notes remain outstanding across the three series. Concurrently with settlement of the Exchange Offers, NBL Texas entered into the fifth supplemental indenture, dated as of July 29, 2015 (the “NBL Texas Fifth Supplemental Indenture”), among NBL Texas, each subsidiary of NBL Texas that is a guarantor of the Rosetta Notes issued thereunder and Wells Fargo Bank, National Association, as trustee, and, with respect to each series of Rosetta Notes that remained outstanding, amended the applicable indentures to, among other things, (1) eliminate the restrictive covenants regarding ability to make restricted payments, enter into transactions with affiliates, incur additional indebtedness, create dividend or other payment restrictions affecting subsidiaries, dispose of assets and create liens and (2) permit the Company’s filing of its periodic reports under the Securities Exchange Act of 1934 to satisfy all reporting obligations in the indentures. Due to the small outstanding principal amount of Rosetta Notes remaining after the consummation of the Exchange Offers, NBL Texas has provided the trustee with notice to call the remaining outstanding Rosetta Notes for redemption in accordance with the terms of the respective indentures governing the Rosetta Notes.

In connection with the settlement of the Exchange Offers, the Company issued (i) $692,964,000 aggregate principal amount of its 5.625% Senior Notes due 2021 (the “2021 Notes”), (ii) $597,436,000 aggregate principal amount of its 5.875% Senior Notes due 2022 (the “2022 Notes”) and (iii) $498,786,000 aggregate principal amount of its 5.875% Senior Notes due 2024 (the “2024 Notes,” and collectively, with the 2021 Notes and the 2022 Notes, the “Notes”), in exchange for the validly tendered and accepted Rosetta Notes. The Notes have been registered under the Securities Act of 1933 (the “Act”) pursuant to a Registration Statement on Form S-4 (No. 333-205313) which was filed with the Securities and Exchange Commission (the “SEC”) and became effective on July 16, 2015. The terms of the Notes are further described in the Company’s prospectus dated July 16, 2015, as filed with the SEC under Rule 424(b)(3) of the Act on that date. The closing of the sale of the Notes occurred on July 29, 2015. The Notes are senior and unsecured obligations of the Company.

The Notes are governed by the terms of an Indenture, dated as of February 27, 2009, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the sixth supplemental indenture, dated as of July 29, 2015, between the Company and the Trustee (the “NEI Sixth Supplemental Indenture”).

The foregoing summary of the NBL Texas Fifth Supplemental Indenture and the NEI Sixth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the NBL Texas Fifth Supplemental Indenture and the NEI Sixth Supplemental Indenture, copies of which are filed with this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.


Item 3.03 Material Modification to Rights of Security Holders.

The disclosure set forth under Item 1.01 with respect to the NBL Texas Fifth Supplemental Indenture is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this current Report on Form 8-K:

 

4.1 Fifth Supplemental Indenture, dated as of July 29, 2015, among NBL Texas, LLC, each of the subsidiary guarantors thereto, and Wells Fargo Bank, National Association, as trustee, to Indenture, dated as of May 2, 2013, between NBL Texas, LLC and Wells Fargo Bank, National Association, as trustee, relating to the 5.625% Senior Notes due 2021, 5.875% Senior Notes due 2022 and 5.875% Senior Notes due 2044 issued by NBL Texas, LLC.

 

4.2 Sixth Supplemental Indenture, dated as of July 29, 2015, to Indenture, dated as of February 27, 2009, between Noble Energy, Inc. and Wells Fargo Bank, National Association, as trustee, relating to the Company’s 5.625% Senior Notes due 2021, 5.875% Senior Notes due 2022 and 5.875% Senior Notes due 2044 (including the forms of 2021 Notes, 2022 Notes and 2024 Notes).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

 

      NOBLE ENERGY, INC.
      (Registrant)
Date: July 30, 2015     By:  

/s/ Kenneth M. Fisher

      Kenneth M. Fisher
      Executive Vice President, Chief Financial Officer


INDEX TO EXHIBITS

 

Exhibit
No.

  

Description

4.1    Fifth Supplemental Indenture, dated as of July 29, 2015, among NBL Texas, LLC, each of the subsidiary guarantors thereto, and Wells Fargo Bank, National Association, as trustee, to Indenture, dated as of May 2, 2013, between NBL Texas, LLC and Wells Fargo Bank, National Association, as trustee, relating to the 5.625% Senior Notes due 2021, 5.875% Senior Notes due 2022 and 5.875% Senior Notes due 2044 issued by NBL Texas, LLC.
4.2    Sixth Supplemental Indenture, dated as of July 29, 2015, to Indenture, dated as of February 27, 2009, between Noble Energy, Inc. and Wells Fargo Bank, National Association, as trustee, relating to the Company’s 5.625% Senior Notes due 2021, 5.875% Senior Notes due 2022 and 5.875% Senior Notes due 2044 (including the forms of 2021 Notes, 2022 Notes and 2024 Notes).

Exhibit 4.1

Execution Version

NBL TEXAS, LLC,

as the Issuer,

EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

 

 

FORM OF FIFTH SUPPLEMENTAL INDENTURE

Dated as of July 29, 2015

TO BASE INDENTURE

Dated as of May 2, 2013

 

 

5.625% Senior Notes due 2021

5.875% Senior Notes due 2022

5.875% Senior Notes due 2024


TABLE OF CONTENTS

 

         Page  

ARTICLE I DEFINITIONS

     2   

Section 1.1

 

Fifth Supplemental Indenture

     2   

Section 1.2

 

Definitions

     2   

ARTICLE II AMENDMENTS

     3   

Section 2.1

 

Certain Amendments to the Indenture

     3   

ARTICLE III MISCELLANEOUS

     5   

Section 3.1

 

Relation to Original Indenture

     5   

Section 3.2

 

Governing Law

     5   

Section 3.3

 

Concerning the Trustee

     5   

Section 3.4

 

Successors

     5   

Section 3.5

 

Severability

     6   

Section 3.6

 

Duplicate of Originals

     6   

 

i


FIFTH SUPPLEMENTAL INDENTURE (the “Fifth Supplemental Indenture”), dated as of July 29, 2015, among NBL Texas, LLC, a Delaware limited liability company (“Merger Parent”), the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).

Rosetta Resources Inc. (“Rosetta”) and the Trustee have executed and delivered a base indenture, dated as of May 2, 2013 (as amended, supplemented or otherwise modified from time to time, the “Base Indenture”) to provide for the future issuance of Rosetta’s senior debt securities to be issued from time to time in one or more series.

Pursuant to Section 2.01 of the Base Indenture, Rosetta and the Trustee, established the terms of (i) a series of unsecured debt securities entitled the “5.625% Senior Notes due 2021” (the “2021 Notes”) pursuant to the First Supplemental Indenture, dated as of May 2, 2013, between Rosetta, the Subsidiary Guarantors and the Trustee, to the Base Indenture (the “First Supplemental Indenture” and the Base Indenture, as supplemented by the First Supplemental Indenture and the Fourth Supplemental Indenture (as defined below), the “2021 Indenture”); (ii) a series of unsecured debt securities entitled the “5.875% Senior Notes due 2022” (the “2022 Notes”) pursuant to the Second Supplemental Indenture, dated as of November 15, 2013, between Rosetta, the Subsidiary Guarantors and the Trustee, to the Base Indenture (the “Second Supplemental Indenture” and the Base Indenture, as supplemented by the Second Supplemental Indenture and the Fourth Supplemental Indenture, the “2022 Indenture”); and (iii) a series of unsecured debt securities entitled the “5.875% Senior Notes due 2024” (the “2024 Notes” and, together with the 2021 Notes and the 2022 Notes, the “Notes”) pursuant to the Third Supplemental Indenture, dated as of May 29, 2014, between Rosetta, the Subsidiary Guarantors and the Trustee, to the Base Indenture (the “Third Supplemental Indenture,” the Base Indenture, as supplemented by the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “2024 Indenture,” and the 2021 Indenture, 2022 Indenture and the 2024 Indenture, collectively, the “Existing Indentures”).

Merger Parent has executed and delivered to the Trustee a Fourth Supplemental Indenture, dated as of July 20, 2015, providing for assumption by Merger Parent, as the Successor Issuer to Rosetta, of Rosetta’s obligations under Notes and the Indentures (the “Fourth Supplemental Indenture”, and together with the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Base Indenture, the “Indenture”).

Section 9.02 of the Base Indenture provides that Merger Parent, as Successor Issuer to Rosetta, and the Trustee may amend certain provisions of the Indentures or the Notes with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding Notes of each series affected.

Noble Energy, Inc., a Delaware corporation (“Noble Parent”) has offered to exchange (the “Noble Exchange Offers”) new 5.625% Senior Notes due 2021, 5.875% Senior Notes due 2022 and 5.875% Senior Notes due 2024 of Noble Parent for any and all outstanding 2021 Notes, 2022 Notes and 2024 Notes, respectively, upon the terms and subject to the conditions set forth in the prospectus relating to the Offers to Exchange and Solicitations of Consents, dated as of July 16, 2015 (the “Prospectus”), forming a part of Noble Parent’s Registration Statement on Form S-4, filed with the Securities and Exchange Commission on June 29, 2015.


In connection with the Noble Exchange Offers, Noble Parent has also solicited consents from the holders of each series of Notes to certain proposed amendments (the “Proposed Amendments”) to the Existing Indentures as described in the Prospectus and set forth in this Fifth Supplemental Indenture, with the operation of such Proposed Amendments being subject to the satisfaction or waiver by Noble Parent of the conditions to the Noble Exchange Offers and the acceptance by Noble Parent for exchange of the Notes validly tendered and not validly withdrawn pursuant to the Noble Exchange Offers.

Noble Parent has received and caused to be delivered to the Trustee evidence of the consents from holders of a majority of the outstanding aggregate principal amount of each series of Notes to effect the Proposed Amendments under the Indenture with respect to the Notes.

Merger Parent is undertaking to execute and deliver this Fifth Supplemental Indenture to delete or amend, as applicable, certain provisions and covenants in the Indenture with respect to the Notes in connection with the Noble Exchange Offers and the related consent solicitation and in connection therewith, each of Merger Parent and the Subsidiary Guarantors have duly authorized the execution and delivery of this Fifth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture affected by this Fifth Supplemental Indenture shall be applicable only with respect to, and shall only govern the terms of, the Notes, except as otherwise provided herein, and shall not apply to any other securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other securities specifically incorporates such changes, modifications and supplements.

Each party hereto agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes.

DEFINITIONS

Section 1.1 Fifth Supplemental Indenture. This Fifth Supplemental Indenture is supplemental to, and is entered into in accordance with Section 5.1 and Section 9.1 of the Indenture, and except as expressly modified, amended and supplemented by this Fifth Supplemental Indenture, all the terms, conditions and provisions of the Indenture are in all respects ratified and confirmed and shall remain in full force and effect.

Section 1.2 Definitions. Capitalized terms used in this Fifth Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

Noble” means Noble Energy, Inc., a Delaware corporation, and any successor thereto.

Noble Holder” means Noble or any of its direct or indirect subsidiaries.

 

2


AMENDMENTS

Section 2.1 Certain Amendments to the Indenture. Each of the Existing Indentures with respect to the Notes is hereby amended as follows:

(a) The definition of “Disqualified Stock” is hereby replaced in its entirety with:

Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) at the option of the holder of the Capital Stock or upon the happening of any event:

(1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise;

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Issuer or a Restricted Subsidiary); or

(3) is redeemable at the option of the holder of the Capital Stock in whole or in part, in each case on or prior to the date that is 91 days after the earlier of the date (a) of the Stated Maturity of the Notes or (b) on which there are no Notes outstanding; provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock.”

(b) The definition of “Permitted Liens” is hereby replaced in its entirety with:

Permitted Liens” means, with respect to any Person:

(1) Liens in respect of Production Payments and Reserve Sales, which Liens shall be limited to the property that is the subject of such Production Payments and Reserve Sales;

(2) Liens arising under oil and gas leases or subleases, assignments, farm-out agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange, transportation, gathering or processing of Hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements, joint venture agreements, partnership agreements, operating agreements, royalties, working interests, net profits interests, joint interest billing arrangements, participation agreements, production sales contracts, area of mutual interest agreements, gas balancing or deferred production

 

3


agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, licenses, sublicenses and other agreements which are customary in the Oil and Gas Business; provided, however, in all instances that such Liens are limited to the assets that are the subject of the relevant agreement, program, order or contract;

(3) any (a) interest or title of a lessor or sublessor under any lease, liens reserved in oil, gas or other Hydrocarbons, minerals, leases for bonus, royalty or rental payments and for compliance with the terms of such leases;

(4) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods.”;

(c) Section 4.7 (Compliance with Laws) is hereby replaced in its entirety with:

“The Issuer shall comply, and shall cause each of its Restricted Subsidiaries to comply, with all applicable statutes, rules, regulations, orders and restrictions of the United States of America, all states and municipalities thereof, and of any governmental department, commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the conduct of its business and the ownership of its properties, except for such noncompliance as could not singly or in the aggregate reasonably be expected to have a material adverse effect on the financial condition or results of operations of Noble and its Subsidiaries taken as a whole.”;

(d) Section 4.8 (Reports to Holders) is hereby amended by adding the following as the new subparagraph (d):

“Notwithstanding anything to the contrary contained herein, so long as the Noble Holders, in the aggregate, continue to own, directly or indirectly, at least 50% of the Voting Stock of the Issuer, the filing by Noble or any other Noble Holder of Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K with the Commission or the posting of such information on the website of Noble or any other Noble Holder will be deemed to satisfy the obligations of the Issuer under this Section 4.8.”;

(e) Section 4.10 (Limitation on Restricted Payments); Section 4.11 (Limitations on Affiliate Transactions); Section 4.12 (Limitation on Incurrence of Indebtedness and Preferred Stock); Section 4.13 (Limitation on Restrictions on Distributions from Restricted Subsidiaries); Section 4.15 (Limitation on Sale of Assets and Subsidiary Stock); Section 4.16 (Covenant Termination); and Section 4.17 (Limitation on Liens) shall no longer apply to the Notes and all references thereto shall no longer apply to the Notes;

(f) Clause (3) of Section 5.1 (Merger, Consolidation and Sale of Assets) shall no longer apply to the Notes and all references thereto shall no longer apply to the Notes;

 

4


(g) The failure to comply with the terms of any of the Sections set forth in clauses (e) and (f) above shall no longer constitute a Default or Event of Default under the Existing Indentures with respect to the Notes and shall no longer have any consequence under the Existing Indentures with respect to the Notes;

(h) all definitions set forth in Section 1.1 that relate to defined terms used solely in sections that are no longer applicable to the Notes are also no longer applicable to the Notes;

(i) all references to Sections of the Indenture amended by this Fifth Supplemental Indenture shall be to such Sections as amended by this Fifth Supplemental Indenture.

(j) all references to Sections amended by this Fifth Supplemental Indenture or matters set forth in clauses (e) or (f) above shall be removed from the Global Note.

MISCELLANEOUS

Section 3.1 Relation to Original Indenture. This Fifth Supplemental Indenture supplements the Indenture and shall be a part of and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture and the Notes issued thereunder shall continue in full force and effect. In the event of a conflict between the terms and conditions of the Indenture and the terms and conditions of this Fifth Supplemental Indenture, then the terms and conditions of this Fifth Supplemental Indenture shall prevail.

The Notes include certain of the foregoing provisions from the Indenture. Upon the execution and delivery of this Fifth Supplemental Indenture, such provisions from the Notes shall be deemed deleted or amended, as applicable.

Section 3.2 Governing Law. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Fifth Supplemental Indenture.

Section 3.3 Concerning the Trustee. The Trustee accepts the modifications of the trust effected by this Fifth Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained which shall be taken as statements of the Merger Parent and the Guarantors, and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Fifth Supplemental Indenture, and the Trustee makes no representation with respect thereto.

Section 3.4 Successors. All agreements of Merger Parent and the Subsidiary Guarantors in this Fifth Supplemental Indenture, the Notes and the Subsidiary Guarantees shall bind their successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

 

5


Section 3.5 Severability. In case any one or more of the provisions in this Fifth Supplemental Indenture shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 3.6 Duplicate of Originals. All parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

[signature pages follow]

 

6


SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the date first written above.

 

NBL TEXAS, LLC
By:  

/s/ Charles J. Rimer

Name:   Charles J. Rimer
Title:   President
GUARANTORS:
ROSETTA RESOURCES OFFSHORE, LLC
By:  

/s/ John A. Huser

Name:   John A. Huser
Title:   Vice President – Finance
By:  

/s/ Gerald M. Stevenson

Name:   Gerald M. Stevenson
Title:   Vice President and Treasurer
ROSETTA RESOURCES HOLDINGS, LLC
By:  

/s/ John A. Huser

Name:   John A. Huser
Title:   Vice President – Finance
By:  

/s/ Gerald M. Stevenson

Name:   Gerald M. Stevenson
Title:   Vice President and Treasurer

 

S-1


ROSETTA RESOURCES OPERATING GP, LLC
By:  

/s/ John A. Huser

Name:   John A. Huser
Title:   Vice President – Finance
By:  

/s/ Gerald M. Stevenson

Name:   Gerald M. Stevenson
Title:   Vice President and Treasurer
ROSETTA RESOURCES OPERATING LP
By:  

/s/ John A. Huser

Name:   John A. Huser
Title:   Vice President – Finance
By:  

/s/ Gerald M. Stevenson

Name:   Gerald M. Stevenson
Title:   Vice President and Treasurer
ROSETTA RESOURCES MICHIGAN LIMITED PARTNERSHIP
By:  

/s/ John A. Huser

Name:   John A. Huser
Title:   Vice President – Finance
By:  

/s/ Gerald M. Stevenson

Name:   Gerald M. Stevenson
Title:   Vice President and Treasurer

 

S-2


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Patrick T. Giordano

Name:   Patrick T. Giordano
Title:   Vice President

[Trustee Signature Page – Fifth Supplemental Indenture]

 

S-3

Exhibit 4.2

Execution Version

NOBLE ENERGY, INC.

to

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

 

 

Sixth Supplemental Indenture

dated as of July 29, 2015

to

Indenture

dated as of February 27, 2009

 

 

$700,000,000 5.625% Senior Notes due 2021

$600,000,000 5.875% Senior Notes due 2022

$500,000,000 5.875% Senior Notes due 2024


TABLE OF CONTENTS

 

         Page  

ARTICLE I RELATION TO INDENTURE; DEFINITIONS

     1   

Section 1.01

 

Relation To Indenture

     1   

Section 1.02

 

Rules of Interpretation; Definitions

     1   

ARTICLE II THE SERIES OF DEBT SECURITIES

     1   

Section 2.01

 

Title of the Debt Securities

     1   

Section 2.02

 

Limitations on Aggregate Principal Amount

     2   

Section 2.03

 

Registered Securities; Global Form

     2   

Section 2.04

 

Forms and Terms of Notes

     2   

Section 2.05

 

Registrar and Paying Agent

     2   

Section 2.06

 

Applicability of Certain Indenture Provisions

     3   

ARTICLE III MISCELLANEOUS PROVISIONS

     3   

Section 3.01

 

Ratification of Indenture

     3   

Section 3.02

 

Governing Law

     3   

Section 3.03

 

Counterparts

     3   

Section 3.04

 

Recitals

     3   

 

i


SIXTH SUPPLEMENTAL INDENTURE, dated as of July 29, 2015 (this “Supplemental Indenture”), between NOBLE ENERGY, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company has heretofore delivered to the Trustee an Indenture dated as of February 27, 2009, as amended and supplemented from time to time (the “Indenture”), providing for the issuance from time to time of debt securities of the Company (the “Debt Securities”).

WHEREAS, Section 3.01 of the Indenture provides that various matters with respect to any series of Debt Securities issued under the Indenture may be established in an indenture supplemental to the Indenture.

WHEREAS, Section 12.01(f) of the Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Indenture to establish the form or terms of Debt Securities of any series as contemplated by Sections 2.01 and 3.01 of the Indenture.

WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture, when duly executed and delivered, a valid and legally binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the series of Debt Securities provided for herein by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the series of Debt Securities provided for herein, as follows:

ARTICLE I

RELATION TO INDENTURE; DEFINITIONS

 

  Section 1.01 Relation To Indenture.

This Supplemental Indenture constitutes an integral part of the Indenture.

 

  Section 1.02 Rules of Interpretation; Definitions.

The first paragraph of Section 1.01 of the Indenture is fully incorporated by reference into this Supplemental Indenture. For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Indenture.

ARTICLE II

THE SERIES OF DEBT SECURITIES

 

  Section 2.01 Title of the Debt Securities.

There are hereby created under the Indenture a series of Debt Securities designated the “5.625% Senior Notes due 2021” (the “2021 Senior Notes”), a series of Debt Securities designated the “5.875% Senior Notes due 2022” (the “2022 Senior Notes”) and a series of Debt Securities designated the “5.875% Notes due 2024” (the “2024 Senior Notes” and, collectively with the 2021 Senior Notes and the 2022 Senior Notes, the “Notes”).


  Section 2.02 Limitations on Aggregate Principal Amount.

The aggregate principal amount of the 2021 Senior Notes shall be initially limited to $700,000,000, the aggregate principal amount of the 2022 Senior Notes shall be initially limited to $600,000,000 and the aggregate principal amount of the 2024 Senior Notes shall be initially limited to $500,000,000; provided that the Company may, without the consent of the Holders of Outstanding Notes of a series, increase the principal amount of the Notes Outstanding of such series by issuing additional Notes (“Additional Notes”) of such series in the future so that the Additional Notes may be consolidated and form a single series with Notes Outstanding of such series on the same terms and conditions (including, without limitation, the right to receive accrued and unpaid interest), except for differences in the issue price and issue date of the Additional Notes and the initial Interest Payment Date, if applicable, and with the same CUSIP number as the Notes then Outstanding of such series; provided that such Additional Notes of a series are fungible with previously issued Notes of such series for U.S. federal income tax purposes. No Additional Notes of a series may be issued if an Event of Default has occurred and is continuing with respect to the Notes of such series. Any Additional Notes of a series shall rank equally and ratably with the Notes of such series then Outstanding and shall be treated as a single series for all purposes hereunder and under the Indenture. From and after the issue date of any Additional Notes of a series, any reference herein to “Notes” shall include such Additional Notes of such series.

Except as provided in this Section, the Company shall not execute and the Trustee shall not authenticate or deliver Notes of a series in excess of the aggregate principal amount specified in the preceding paragraph.

Nothing contained in this Section 2.02 or elsewhere in this Supplemental Indenture, or in the Notes, is intended to or shall limit execution by the Company or authentication or delivery by the Trustee of the Notes under the circumstances contemplated in Section 3.05, 3.06, 4.06 and 12.06 of the Indenture.

 

  Section 2.03 Registered Securities; Global Form.

The Notes shall be issuable and transferable in fully registered form, without coupons. The Notes shall be issued in the form of one or more permanent Global Securities subject to any requirements of the Indenture for the issuance of definitive Notes in exchange therefor. The Depositary for the Notes shall be The Depository Trust Company. Beneficial interests in the Global Securities evidencing the Notes of a series shall not be exchangeable for Notes of such series in definitive form except as provided in Section 2.03 of the Indenture.

 

  Section 2.04 Forms and Terms of Notes.

The 2021 Senior Notes shall be substantially in the form attached as Exhibit A hereto and shall have the terms specified therein. The 2022 Senior Notes shall be substantially in the form attached as Exhibit B hereto and shall have the terms specified therein. The 2024 Senior Notes shall be substantially in the form attached as Exhibit C hereto and shall have the terms specified therein.

 

  Section 2.05 Registrar and Paying Agent.

The Trustee shall initially serve as Debt Security Registrar and Paying Agent for the Notes.

 

2


  Section 2.06 Applicability of Certain Indenture Provisions.

The provisions of Article VI of the Indenture, including Section 6.06 thereof, shall be applicable to the Notes. The provisions of Article XIII of the Indenture relating to defeasance and covenant defeasance shall be applicable to the Notes.

ARTICLE III

MISCELLANEOUS PROVISIONS

 

  Section 3.01 Ratification of Indenture.

Except as expressly modified or amended hereby, the Indenture continues in full force and effect and is in all respects confirmed and preserved.

 

  Section 3.02 Governing Law.

This Supplemental Indenture and each Note shall be governed by and construed in accordance with the laws of the State of New York. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and shall, to the extent applicable, be governed by such provisions.

 

  Section 3.03 Counterparts.

This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

 

  Section 3.04 Recitals.

The recitals contained herein shall be taken as statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

[signature page follows]

 

3


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed by their respective officers hereunto duly authorized, all as of the day and year first written above.

 

NOBLE ENERGY, INC.
By:  

            /s/ Kenneth M. Fisher

  Name:   Kenneth M. Fisher
  Title:   Chief Financial Officer

 

Attest:
By:  

            /s/ Aaron G. Carlson

  Name:   Aaron G. Carlson
  Title:   Associate General Counsel and Assistant Secretary

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Patrick T. Giordano

  Authorized Representative

[Signature Page - Sixth Supplemental Indenture]


Exhibit A to

Sixth Supplemental Indenture

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS 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, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE REFERRED TO ON THE REVERSE SIDE OF THIS CERTIFICATE.

NOBLE ENERGY, INC.

5.625% Senior Note Due 2021

 

REGISTERED    PRINCIPAL AMOUNT
No.                         $            

CUSIP NO.

NOBLE ENERGY, INC., a Delaware corporation (herein referred to as the “Company” which term includes any successor entity under the Indenture herein referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, upon presentation, the principal sum of $         on May 1, 2021 (the “Stated Maturity Date”) and to pay interest thereon from May 1, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 of each year (each, an “Interest Payment Date”), commencing November 1, 2015, at the rate of 5.625% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Holder in whose name this Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the April 15 or October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date at the office or agency of the Company maintained for such purpose; provided that such interest may be paid, at the Company’s option, by mailing a check to such Holder at its registered address. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder in whose name this Security (or one or more Predecessor Debt Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Company will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law) on overdue principal and interest at the rate per annum borne by this Security.

 

Exhibit A - 1


Payment of the principal of and interest on this Security will be made at the Corporate Trust Office of the Trustee in the City of Dallas, Texas or the office of the Trustee in The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Company, however, may pay principal and interest by check payable in such money. At the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Debt Security Register; provided that, notwithstanding anything else contained herein, if this Security is a Global Security and is held in book-entry form through the facilities of the Depositary, payments on this Security will be made to the Depositary or its nominee in accordance with the arrangements then in effect between the Trustee and the Depositary.

In any case where any Interest Payment Date or Redemption Date or the Stated Maturity Date of this Security shall not be a Business Day, then the related payment of interest or principal and premium, if any, need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Redemption Date or on the Stated Maturity Date, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Stated Maturity Date, as the case may be, to such Business Day. For purposes of this Security, the term “Business Day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions or trust companies are generally authorized or required by law, regulation or executive order to close in The City of New York.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

 

Exhibit A - 2


IN WITNESS WHEREOF, the Company has caused this instrument to be executed by one of its duly authorized officers.

 

Dated:  

 

 

NOBLE ENERGY, INC.
By:  

 

  Name:  
  Title:  

 

Attest:
By:  

 

  Name:  
  Title:  

TRUSTEE’S CERTIFICATE OF AUTHENTICATION:

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

 

Dated:  

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:  

 

  Authorized Representative

 

Exhibit A - 3


[Reverse of Note]

NOBLE ENERGY, INC.

This Security is one of a duly authorized issue of Debt Securities of the Company designated as its “5.625% Senior Notes due 2021” (herein called the “Securities”), initially limited in aggregate principal amount of $700,000,000 issued under an Indenture dated as of February 27, 2009, as amended and supplemented by the First Supplemental Indenture thereto dated as of February 27, 2009, the Second Supplemental Indenture thereto dated as of February 18, 2011, the Third Supplemental Indenture thereto dated as of December 8, 2011, the Fourth Supplemental Indenture thereto dated as of November 8, 2013, the Fifth Supplemental Indenture thereto dated as of November 7, 2014 and the Sixth Supplemental Indenture thereto dated as of July 29, 2015 (as so amended and supplemented, and as hereafter amended and supplemented from time to time, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of which this Debt Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. To the extent that any provision of this Security conflicts with the express provisions of the Indenture, the provisions of this Security will govern and be controlling (to the extent permitted by law). All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Except as otherwise described herein, the Company will not be entitled to redeem the Securities at its option prior to May 1, 2017. The Securities will be redeemable, at the Company’s option, in whole at any time or in part from time to time, on and after May 1, 2017, upon not less than 30 nor more than 60 days’ notice, at the following Redemption Prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on May 1 of the years set forth below, plus, in each case, unpaid accrued interest, if any, thereon to the Redemption Date:

 

Year

   Percentage  

2017

     102.813

2018

     101.406

2019 and thereafter

     100.000

In addition, the Securities may be redeemed, in whole or in part, at any time prior to May 1, 2017 at the option of the Company upon not less than 30 nor more than 60 days’ prior notice sent to each Holder at its registered address, at a Redemption Price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).

Applicable Premium” means, with respect to any Security on any applicable Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Security; or

(2) the excess, if any, of:

(a) the present value at such Redemption Date of (i) the Redemption Price of such Security at May 1, 2017 (such Redemption Price being set forth in the table

 

Exhibit A - 4


appearing above) plus (ii) all required interest payments (excluding accrued and unpaid interest to such Redemption Date) due on such Security through May 1, 2017 computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

(b) the principal amount of such Security.

Treasury Rate” means, as of any Redemption Date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to May 1, 2017; provided, however, that if the period from the Redemption Date to May 1, 2017 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to May 1, 2017 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. The Company will (a) calculate the Treasury Rate as of the second Business Day preceding the applicable Redemption Date and (b) prior to such Redemption Date file with the Trustee an Officers’ Certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.

Redemption Date” when used with respect to any Security to be redeemed, means the date fixed for such redemption pursuant to the Indenture and the Security.

Redemption Price” when used with respect to any Security to be redeemed, means the price fixed for such redemption, including principal and premium, if any, pursuant to the Indenture and the Security.

Notice of redemption will be sent to Holders of Securities, at least 30 but not more than 60 days prior to the Redemption Date, all as provided in the Indenture.

In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not listed, then on a pro rata basis, by lot (or, in the case of Securities in global form, the Securities represented thereby will be selected in accordance with the Depositary’s prescribed method) and in such manner as complies with applicable legal requirements. If any Security is to be redeemed in part only, the notice of redemption relating to such Security will state the portion of the principal amount thereof to be redeemed.

In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

If an Event of Default with respect to the Securities shall occur and be continuing, the principal of the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as provided therein, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities of any series under the Indenture at any time by the Company and the Trustee with the consent

 

Exhibit A - 5


of the Holders of not less than a majority of the aggregate principal amount of the Outstanding Debt Securities of such series. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the Outstanding Debt Securities of any series, on behalf of the Holders of all such securities of that series, to waive compliance by the Company with certain provisions of the Indenture and to waive certain past defaults under the Indenture with respect to such series and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and other Securities issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No sinking fund will be established with respect to the Securities and the Securities shall not be subject to any sinking fund payments. Articles VI and XIII of the Indenture shall be applicable in their entirety to the Securities.

The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Company in respect of this Security and (ii) certain restrictive covenants and the related Events of Default, subject to compliance by the Company with certain conditions set forth in the Indenture.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Security is registrable in the Debt Security Register of the Company upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Debt Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Security is exchangeable for a like aggregate principal amount of Securities of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same.

The Securities are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The registered Holder of this Security may be treated as its owner for all purposes.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustee and any such agent shall be affected by notice to the contrary.

 

Exhibit A - 6


No recourse shall be had for the payment of the principal of or premium, if any, or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any past, present or future stockholder, employee, officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

The Securities shall be governed by and construed in accordance with the laws of the State of New York.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities as a convenience to the Holders of such Securities. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other identification numbers printed hereon.

 

Exhibit A - 7


ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

 

 

  
(Please Print or Type Name and Address Including Zip Code of Assignee)

the within Debt Security of Noble Energy, Inc. and hereby does irrevocably constitute and appoint                                          Attorney to transfer said security on the books of the within-named Corporation with full power of substitution in the premises.

 

 

  
(Please Insert Social Security or Other Identifying Number of Assignee)

 

Dated:  

 

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of Wells Fargo Bank, National Association, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by Wells Fargo Bank, National Association in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934 as amended.

NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Security in every particular, without alteration or enlargement of any change whatever.

 

 

Signature Guarantee

 

Exhibit A - 8


Exhibit B to

Sixth Supplemental Indenture

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS 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, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE REFERRED TO ON THE REVERSE SIDE OF THIS CERTIFICATE.

NOBLE ENERGY, INC.

5.875% Senior Note Due 2022

 

REGISTERED    PRINCIPAL AMOUNT
No.                         $            
CUSIP NO.   

NOBLE ENERGY, INC., a Delaware corporation (herein referred to as the “Company” which term includes any successor entity under the Indenture herein referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, upon presentation, the principal sum of $          on June 1, 2022 (the “Stated Maturity Date”) and to pay interest thereon from June 1, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on June 1 and December 1 of each year (each, an “Interest Payment Date”), commencing December 1, 2015, at the rate of 5.875% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Holder in whose name this Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date at the office or agency of the Company maintained for such purpose; provided that such interest may be paid, at the Company’s option, by mailing a check to such Holder at its registered address. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder in whose name this Security (or one or more Predecessor Debt Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Company will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law) on overdue principal and interest at the rate per annum borne by this Security.

 

Exhibit B - 1


Payment of the principal of and interest on this Security will be made at the Corporate Trust Office of the Trustee in the City of Dallas, Texas or the office of the Trustee in The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Company, however, may pay principal and interest by check payable in such money. At the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Debt Security Register; provided that, notwithstanding anything else contained herein, if this Security is a Global Security and is held in book-entry form through the facilities of the Depositary, payments on this Security will be made to the Depositary or its nominee in accordance with the arrangements then in effect between the Trustee and the Depositary.

In any case where any Interest Payment Date or Redemption Date or the Stated Maturity Date of this Security shall not be a Business Day, then the related payment of interest or principal and premium, if any, need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Redemption Date or on the Stated Maturity Date, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Stated Maturity Date, as the case may be, to such Business Day. For purposes of this Security, the term “Business Day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions or trust companies are generally authorized or required by law, regulation or executive order to close in The City of New York.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

 

Exhibit B - 2


IN WITNESS WHEREOF, the Company has caused this instrument to be executed by one of its duly authorized officers.

 

Dated:  

 

 

NOBLE ENERGY, INC.
By:  

 

  Name:  
  Title:  

 

Attest:
By:  

 

  Name:  
  Title:  

TRUSTEE’S CERTIFICATE OF AUTHENTICATION:

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

 

Dated:  

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:  

 

  Authorized Repreısentative

 

Exhibit B - 3


[Reverse of Note]

NOBLE ENERGY, INC.

This Security is one of a duly authorized issue of Debt Securities of the Company designated as its “5.875% Senior Notes due 2022” (herein called the “Securities”), initially limited in aggregate principal amount of $600,000,000 issued under an Indenture dated as of February 27, 2009, as amended and supplemented by the First Supplemental Indenture thereto dated as of February 27, 2009, the Second Supplemental Indenture thereto dated as of February 18, 2011, the Third Supplemental Indenture thereto dated as of December 8, 2011, the Fourth Supplemental Indenture thereto dated as of November 8, 2013, the Fifth Supplemental Indenture thereto dated as of November 7, 2014 and the Sixth Supplemental Indenture thereto dated as of July 29, 2015 (as so amended and supplemented, and as hereafter amended and supplemented from time to time, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of which this Debt Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. To the extent that any provision of this Security conflicts with the express provisions of the Indenture, the provisions of this Security will govern and be controlling (to the extent permitted by law). All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Except as otherwise described herein, the Company will not be entitled to redeem the Securities at its option prior to December 1, 2017. The Securities will be redeemable, at the Company’s option, in whole at any time or in part from time to time, on and after December 1, 2017, upon not less than 30 nor more than 60 days’ notice, at the following Redemption Prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on December 1 of the years set forth below, plus, in each case, unpaid accrued interest, if any, thereon to the Redemption Date:

 

Year

   Percentage  

2017

     102.938

2018

     101.469

2019 and thereafter

     100.000

In addition, the Securities may be redeemed, in whole or in part, at any time prior to December 1, 2017 at the option of the Company upon not less than 30 nor more than 60 days’ prior notice sent to each Holder at its registered address, at a Redemption Price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date.

Applicable Premium” means, with respect to any Security on any applicable Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Security; or

(2) the excess, if any, of:

(a) the present value at such Redemption Date of (i) the Redemption Price of such Security at December 1, 2017 (such Redemption Price being set forth in the table

 

Exhibit B - 4


appearing above) plus (ii) all required interest payments (excluding accrued and unpaid interest to such Redemption Date) due on such Security through December 1, 2017 computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

(b) the principal amount of such Security.

Treasury Rate” means, as of any Redemption Date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to December 1, 2017; provided, however, that if the period from the Redemption Date to December 1, 2017 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to December 1, 2017 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. The Company will (a) calculate the Treasury Rate as of the second Business Day preceding the applicable Redemption Date and (b) prior to such Redemption Date file with the Trustee an Officers’ Certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.

Redemption Date” when used with respect to any Security to be redeemed, means the date fixed for such redemption pursuant to the Indenture and the Security.

Redemption Price” when used with respect to any Security to be redeemed, means the price fixed for such redemption, including principal and premium, if any, pursuant to the Indenture and the Security.

Notice of redemption will be sent to Holders of Securities, at least 30 but not more than 60 days prior to the Redemption Date, all as provided in the Indenture.

In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not listed, then on a pro rata basis, by lot (or, in the case of Securities in global form, the Securities represented thereby will be selected in accordance with the Depositary’s prescribed method) and in such manner as complies with applicable legal requirements. If any Security is to be redeemed in part only, the notice of redemption relating to such Security will state the portion of the principal amount thereof to be redeemed.

In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

If an Event of Default with respect to the Securities shall occur and be continuing, the principal of the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as provided therein, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities of any series under the Indenture at any time by the Company and the Trustee with the consent

 

Exhibit B - 5


of the Holders of not less than a majority of the aggregate principal amount of the Outstanding Debt Securities of such series. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the Outstanding Debt Securities of any series, on behalf of the Holders of all such securities of that series, to waive compliance by the Company with certain provisions of the Indenture and to waive certain past defaults under the Indenture with respect to such series and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and other Securities issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No sinking fund will be established with respect to the Securities and the Securities shall not be subject to any sinking fund payments. Articles VI and XIII of the Indenture shall be applicable in their entirety to the Securities.

The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Company in respect of this Security and (ii) certain restrictive covenants and the related Events of Default, subject to compliance by the Company with certain conditions set forth in the Indenture.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Security is registrable in the Debt Security Register of the Company upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Debt Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Security is exchangeable for a like aggregate principal amount of Securities of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same.

The Securities are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The registered Holder of this Security may be treated as its owner for all purposes.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustee and any such agent shall be affected by notice to the contrary.

 

Exhibit B - 6


No recourse shall be had for the payment of the principal of or premium, if any, or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any past, present or future stockholder, employee, officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

The Securities shall be governed by and construed in accordance with the laws of the State of New York.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities as a convenience to the Holders of such Securities. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other identification numbers printed hereon.

 

Exhibit B - 7


ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

 

 

  
(Please Print or Type Name and Address Including Zip Code of Assignee)

the within Debt Security of Noble Energy, Inc. and hereby does irrevocably constitute and appoint                                          Attorney to transfer said security on the books of the within-named Corporation with full power of substitution in the premises.

 

 

  
(Please Insert Social Security or Other Identifying Number of Assignee)

 

Dated:  

 

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of Wells Fargo Bank, National Association, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by Wells Fargo Bank, National Association in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934 as amended.

NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Security in every particular, without alteration or enlargement of any change whatever.

 

 

Signature Guarantee

 

Exhibit B - 8


Exhibit C to

Sixth Supplemental Indenture

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS 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, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE REFERRED TO ON THE REVERSE SIDE OF THIS CERTIFICATE.

NOBLE ENERGY, INC.

5.875% Senior Note Due 2024

 

REGISTERED    PRINCIPAL AMOUNT
No.                         $             
CUSIP NO.   

NOBLE ENERGY, INC., a Delaware corporation (herein referred to as the “Company” which term includes any successor entity under the Indenture herein referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, upon presentation, the principal sum of $         on June 1, 2024 (the “Stated Maturity Date”) and to pay interest thereon from June 1, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on June 1 and December 1 of each year (each, an “Interest Payment Date”), commencing December 1, 2015, at the rate of 5.875% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Holder in whose name this Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date at the office or agency of the Company maintained for such purpose; provided that such interest may be paid, at the Company’s option, by mailing a check to such Holder at its registered address. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder in whose name this Security (or one or more Predecessor Debt Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Company will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law) on overdue principal and interest at the rate per annum borne by this Security.

 

Exhibit C - 1


Payment of the principal of and interest on this Security will be made at the Corporate Trust Office of the Trustee in the City of Dallas, Texas or the office of the Trustee in The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Company, however, may pay principal and interest by check payable in such money. At the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Debt Security Register; provided that, notwithstanding anything else contained herein, if this Security is a Global Security and is held in book-entry form through the facilities of the Depositary, payments on this Security will be made to the Depositary or its nominee in accordance with the arrangements then in effect between the Trustee and the Depositary.

In any case where any Interest Payment Date or Redemption Date or the Stated Maturity Date of this Security shall not be a Business Day, then the related payment of interest or principal and premium, if any, need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Redemption Date or on the Stated Maturity Date, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Stated Maturity Date, as the case may be, to such Business Day. For purposes of this Security, the term “Business Day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions or trust companies are generally authorized or required by law, regulation or executive order to close in The City of New York.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

 

Exhibit C - 2


IN WITNESS WHEREOF, the Company has caused this instrument to be executed by one of its duly authorized officers.

 

Dated:  

 

 

NOBLE ENERGY, INC.
By:  

 

  Name:  
  Title:  

 

Attest:
By:  

 

  Name:  
  Title:  

TRUSTEE’S CERTIFICATE OF AUTHENTICATION:

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

 

Dated:  

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:  

 

  Authorized Representative

 

Exhibit C - 3


[Reverse of Note]

NOBLE ENERGY, INC.

This Security is one of a duly authorized issue of Debt Securities of the Company designated as its “5.875% Senior Notes due 2024” (herein called the “Securities”), initially limited in aggregate principal amount of $500,000,000 issued under an Indenture dated as of February 27, 2009, as amended and supplemented by the First Supplemental Indenture thereto dated as of February 27, 2009, the Second Supplemental Indenture thereto dated as of February 18, 2011, the Third Supplemental Indenture thereto dated as of December 8, 2011, the Fourth Supplemental Indenture thereto dated as of November 8, 2013, the Fifth Supplemental Indenture thereto dated as of November 7, 2014 and the Sixth Supplemental Indenture thereto dated as of July 29, 2015 (as so amended and supplemented, and as hereafter amended and supplemented from time to time, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of which this Debt Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. To the extent that any provision of this Security conflicts with the express provisions of the Indenture, the provisions of this Security will govern and be controlling (to the extent permitted by law). All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Except as otherwise described herein, the Company will not be entitled to redeem the Securities at its option prior to June 1, 2019. The Securities will be redeemable, at the Company’s option, in whole at any time or in part from time to time, on and after June 1, 2019, upon not less than 30 nor more than 60 days’ notice, at the following Redemption Prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on June 1 of the years set forth below, plus, in each case, unpaid accrued interest, if any, thereon to the Redemption Date:

 

Year

   Percentage  

2019

     102.938

2020

     101.958

2021

     100.979

2022 and thereafter

     100.000

In addition, the Securities may be redeemed, in whole or in part, at any time prior to June 1, 2019 at the option of the Company upon not less than 30 nor more than 60 days’ prior notice sent to each Holder at its registered address, at a Redemption Price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).

Applicable Premium” means, with respect to any Security on any applicable Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Security; or

 

Exhibit C - 4


(2) the excess, if any, of:

(a) the present value at such Redemption Date of (i) the Redemption Price of such Security at June 1, 2019 (such Redemption Price being set forth in the table appearing above) plus (ii) all required interest payments (excluding accrued and unpaid interest to such Redemption Date) due on such Security through June 1, 2019 computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

(b) the principal amount of such Security.

Treasury Rate” means, as of any Redemption Date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to June 1, 2019; provided, however, that if the period from the Redemption Date to June 1, 2019 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to June 1, 2019 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. The Company will (a) calculate the Treasury Rate as of the second Business Day preceding the applicable Redemption Date and (b) prior to such Redemption Date file with the Trustee an Officers’ Certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.

Redemption Date” when used with respect to any Security to be redeemed, means the date fixed for such redemption pursuant to the Indenture and the Security.

Redemption Price” when used with respect to any Security to be redeemed, means the price fixed for such redemption, including principal and premium, if any, pursuant to the Indenture and the Security.

Notice of redemption will be sent to Holders of Securities, at least 30 but not more than 60 days prior to the Redemption Date, all as provided in the Indenture.

In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not listed, then on a pro rata basis, by lot (or, in the case of Securities in global form, the Securities represented thereby will be selected in accordance with the Depositary’s prescribed method) and in such manner as complies with applicable legal requirements. If any Security is to be redeemed in part only, the notice of redemption relating to such Security will state the portion of the principal amount thereof to be redeemed.

In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

If an Event of Default with respect to the Securities shall occur and be continuing, the principal of the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

 

Exhibit C - 5


The Indenture permits, with certain exceptions as provided therein, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities of any series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of the Outstanding Debt Securities of such series. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the Outstanding Debt Securities of any series, on behalf of the Holders of all such securities of that series, to waive compliance by the Company with certain provisions of the Indenture and to waive certain past defaults under the Indenture with respect to such series and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and other Securities issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No sinking fund will be established with respect to the Securities and the Securities shall not be subject to any sinking fund payments. Articles VI and XIII of the Indenture shall be applicable in their entirety to the Securities.

The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Company in respect of this Security and (ii) certain restrictive covenants and the related Events of Default, subject to compliance by the Company with certain conditions set forth in the Indenture.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Security is registrable in the Debt Security Register of the Company upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Debt Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Security is exchangeable for a like aggregate principal amount of Securities of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same.

The Securities are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The registered Holder of this Security may be treated as its owner for all purposes.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustee and any such agent shall be affected by notice to the contrary.

 

Exhibit C - 6


No recourse shall be had for the payment of the principal of or premium, if any, or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any past, present or future stockholder, employee, officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

The Securities shall be governed by and construed in accordance with the laws of the State of New York.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities as a convenience to the Holders of such Securities. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other identification numbers printed hereon.

 

Exhibit C - 7


ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

 

 

  
(Please Print or Type Name and Address Including Zip Code of Assignee)

the within Debt Security of Noble Energy, Inc. and hereby does irrevocably constitute and appoint                                          Attorney to transfer said security on the books of the within-named Corporation with full power of substitution in the premises.

 

 

  
(Please Insert Social Security or Other Identifying Number of Assignee)

 

Dated:  

 

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of Wells Fargo Bank, National Association, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by Wells Fargo Bank, National Association in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934 as amended.

NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Security in every particular, without alteration or enlargement of any change whatever.

 

 

Signature Guarantee

 

Exhibit C - 8



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings