DEFA14A

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): January 16, 2009

NOBLE CORPORATION

(Exact name of registrant as specified in its charter)

CAYMAN ISLANDS	001-31306	98-0366361
(State or Other Jurisdiction of	(Commission File	(I.R.S. Employer
Incorporation or Organization)	Number)	Identification No.)

13135 South Dairy Ashford, Suite 800
Sugar Land, Texas	77478
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 276-6100

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-1.1

Item 1.01 Entry into a Material Definitive Agreement.

     On January 16, 2009, Noble Corporation (the “Company”) obtained limited consent agreements (the “Consents”) with certain lenders under the Company’s revolving credit agreement (the “Credit Facility”) necessary to effect certain waivers of default under the Credit Facility that would result from the technical change of ownership of the Company that would occur as a result of the Company’s previously disclosed proposed merger, reorganization and consolidation transaction. Pursuant to the Consents, the required lenders under the Credit Facility (i) consented to the proposed merger, reorganization and consolidation transaction to be effected by way of schemes of arrangement under Cayman Islands law that will effectively change the place of incorporation of the parent holding company of the Noble group of companies from the Cayman Islands to Switzerland and result in the Company becoming a wholly owned subsidiary of the new Swiss parent company (the “Transaction”) and (ii) waived any default or event of default under the change of ownership event of default set forth in Section 7.1(j) of the Credit Facility that would arise due to the Transaction.

     A copy of the form of Consent is filed as Exhibit 1.1 to this Current Report and is incorporated by reference herein.

Important Additional Information Regarding the Transaction

     In connection with the proposed Transaction, the Company has filed materials related to the Transaction with the SEC, including a preliminary proxy statement. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER MATERIALS REGARDING THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE COMPANY. Investors and security holders may obtain, without charge, a copy of the proxy statement and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov or at the Company’s website at www.noblecorp.com. Security holders and other interested parties will also be able to obtain, without charge, copies of the proxy statement and other relevant documents by directing a request by mail or telephone to Investor Relations, Noble Corporation, 13135 South Dairy Ashford, Suite 800, Sugar Land, Texas 77478, telephone number (281) 276-6100.

Participants in Solicitation

     The Company and its directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from its shareholders with respect to the Transaction. Information about these persons is set forth in the preliminary proxy statement, as filed with the SEC on December 22, 2008. Investors and security holders may obtain additional information regarding the interests of such persons, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the Transaction that are filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

EXHIBIT
NUMBER		DESCRIPTION
1.1	—	Form of Limited Consent

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SIGNATURES

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

	NOBLE CORPORATION
Date: January 21, 2009	By:	/s/ Thomas L. Mitchell
	Thomas L. Mitchell
	Senior Vice President and Chief Financial Officer, Treasurer and Controller

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INDEX TO EXHIBITS

EXHIBIT
NUMBER		DESCRIPTION
1.1	—	Form of Limited Consent

5

EX-1.1

Exhibit 1.1

LIMITED CONSENT

RECITALS:

     Reference is made to that certain Credit Agreement dated as of March 15, 2007 among Noble Corporation, a Cayman Islands exempted company limited by shares (the “Company”), Citibank, N.A., as Administrative Agent, the Other Agents and the Lenders named therein (the “Credit Agreement”). Capitalized terms which are defined in the Credit Agreement and which are used herein shall have the meanings given them in the Credit Agreement.

     The Company is currently undertaking a transaction in which the place of incorporation of the parent holding company of the Noble group of companies is being changed from the Cayman Islands to Switzerland (the “Restructuring”). Pursuant to the Restructuring, the Company will become a wholly-owned Subsidiary of a new Swiss corporation also called Noble Corporation (“Noble-Switzerland”), which will be owned by the current owners of the Company. While the existing ownership of the Company will continue to own and control the Company indirectly through Noble-Switzerland, the Restructuring would result in a technical violation of Section 7.1(j) of the Credit Agreement.

     Accordingly, the Company requests that each Lender consent to the Restructuring and waive any Default or Event of Default under Section 7.1(j) of the Credit Agreement with respect thereto. In connection therewith, the Company also requests (and by its execution hereof agrees) that following the Restructuring, references to the Company in Section 7.1(j) of the Credit Agreement shall thereafter refer to both the Company and its parent, Noble-Switzerland.

LIMITED CONSENT AND WAIVER:

     Subject to the conditions and limitations set forth hereinbelow, the undersigned Lender hereby (i) consents to the Restructuring, and waives any Default or Event of Default under Section 7.1(j) of the Credit Agreement with respect thereto, and (ii) agrees that following the Restructuring, references to the Company in such Section 7.1(j) shall thereafter refer to both the Company and its parent, Noble-Switzerland.

LIMITATIONS AND CONDITIONS:

     The Company hereby represents and warrants to Administrative Agent and Lenders that, except for those being waived hereunder, no Default or Event of Default has occurred or is continuing as of the date hereof or would occur as a result of the Restructuring, and each of the representations and warranties of the Company and its Subsidiaries set forth herein and in the Credit Agreement (other than the representations and warranties set forth in Sections 5.4, 5.10, 5.16 and 5.17) and in the other Credit Documents (other than those that relate to the representations and warranties set forth in Sections 5.4, 5.10, 5.16 and 5.17 of the Credit Agreement) are true and correct in all material respects as of the date hereof and shall be true and correct immediately following the Restructuring, except as a result of the transactions expressly permitted hereunder or thereunder and except to the extent that any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date.

     Except as expressly waived or agreed herein, all covenants, obligations and agreements of Credit Parties contained in the Credit Agreement and the other Credit Documents shall remain

in full force and effect in accordance with their terms. Without limitation of the foregoing, the consents and agreements set forth herein are limited precisely to the extent set forth herein and shall not be deemed to (a) be a consent or agreement to, or waiver or modification of, any other term or condition of the Credit Agreement or any of the documents referred to therein, or (b) except as expressly set forth herein, prejudice any right or rights which Administrative Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement or any of the documents referred to therein. Except as expressly modified hereby, the terms and provisions of the Credit Agreement and any other documents or instruments executed in connection with any of the foregoing, are and shall remain in full force and effect in accordance with their terms, and the same are hereby ratified and confirmed by the Company in all respects.

     THIS LIMITED CONSENT, AND THE RIGHTS AND DUTIES OF THE PARTIES THERETO, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     THIS LIMITED CONSENT, TOGETHER WITH THE OTHER CREDIT DOCUMENTS REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     This Limited Consent is a “Credit Document” as defined and described in the Credit Agreement, and all of the terms and provisions of the Credit Agreement relating to Credit Documents shall apply hereto. This Limited Consent may be separately executed in counterparts and by the different parties hereto in separate counterparts (including by facsimile or other electronic means), each of which when so executed shall be deemed to constitute one and the same agreement.

     IN WITNESS WHEREOF, the undersigned parties have executed this Limited Consent as of the ___ day of January, 2009.

NOBLE CORPORATION, as Borrower
By:
	Name:	Thomas L. Mitchell
	Title:	Senior Vice President & Chief Financial Officer

CONSENTED TO:
Name of Lender
By:
	Name:
	Title: