EX-25.1 5 h70098exv25w1.htm EX-25.1 exv25w1
Exhibit 25.1
 
 
FORM T-1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o
 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
     
    95-3571558
(State of incorporation   (I.R.S. employer
if not a U.S. national bank)   identification no.)
     
700 South Flower Street    
Suite 500    
Los Angeles, California   90017
(Address of principal executive offices)   (Zip code)
Evelyn T. Furukawa
700 South Flower Street, Suite 500
Los Angeles, California 90017
213.630.6463
(Name, address and telephone number of agent for service)
 
 
 
Noble Corporation
(Exact name of obligor as specified in its charter)
     
Cayman Islands   98-0366361
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   identification no.)
     
P.O. Box 309 GT, Ugland House,   BWI
South Church Street   (Zip Code)
Georgetown, Grand Cayman    
Cayman Islands    
(Address of principal executive offices)    
 
 

 

 

Noble Holding International Limited
(Exact name of obligor as specified in its charter)
     
Cayman Islands   98-0477694
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   identification no.)
     
P.O. Box 309 GT, Ugland House   BWI
South Church Street   (Zip Code)
Georgetown, Grand Cayman    
Cayman Islands    
(Address of principal executive offices)    
Senior Debt Securities
(Title of the Indenture Securities)
1.   General information. Furnish the following information as to the trustee:
  (a)   Name and address of each examining or supervising authority to which it is subject.
     
Name   Address
 
Comptroller of the Currency United States Department of the Treasury
  Washington, D.C. 20219
 
    
Federal Reserve Bank
  San Francisco, California 94105
 
    
Federal Deposit Insurance Corporation
  Washington, D.C. 20429
  (b)   Whether it is authorized to exercise corporate trust powers.
    Yes.

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2.   Affiliations with Obligor.
 
    If the obligor is an affiliate of the trustee, describe each such affiliation.
    None.
 
3-15.   Not applicable.
 
16.   List of Exhibits.
 
    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
  1.   A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).
 
  4.   A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
 
  6.   The consent of the trustee required by Section 321(b) of the Act.
 
  7.   A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority.
SIGNATURE
     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Houston, and State of Texas, on the 10th day of March, 2010.
         
  THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
 		  
  By:   /s/ Rafael Martinez    
  Name:   Rafael Martinez   
  Title:   Senior Associate   

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EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of Noble Corporation., The Bank of New York Mellon Trust Company, N.A. hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.
         
  THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
 		  
  By:   /s/ Rafael Martinez    
  Rafael Martinez   
  Senior Associate   
 
Houston, Texas
March 10, 2010

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Exhibit 7
REPORT OF CONDITION
Consolidating domestic subsidiaries of
    The Bank of New York Mellon Trust Company in the state of CA at close of business on September 30, 2009
published in response to call made by (Enter additional information below)
Statement of Resources and Liabilities
         
    Dollar Amounts In Thousands
ASSETS
        
Cash and balances due from depository institutions:
        
Noninterest-bearing balances and currency and coin
     1,585  
Interest-bearing balances
     426  
Securities:
        
Held-to-maturity securities
     16  
Available-for-sale securities
     553,806  
Federal funds sold and securities purchased under agreements to resell:
        
Federal funds sold
     83,000  
Securities purchased under agreements to resell
     0  
Loans and lease financing receivables:
        
Loans and leases held for sale
     0  
Loans and leases, net of unearned income
     0  
LESS: Allowance for loan and lease losses
     0  
Loans and leases, net of unearned income and allowance
     0  
Trading Assets
     0  
Premises and fixed assets (including capitalized leases)
     10,983  
Other real estate owned
     0  
Investments in unconsolidated subsidiaries and associated companies
     1  
Direct and indirect investments in real estate ventures
     0  
Intangible assets:
        
Goodwill
     852,858  
Other intangible assets
     251,145  
Other assets
     156,398  
Total assets
     1,910,218  

 

 

REPORT OF CONDITION (Continued)
         
    Dollar Amounts In Thousands
LIABILITIES
        
Deposits:
        
In domestic offices
     1,712  
Noninterest-bearing
     1,712  
Interest-bearing
     0  
Federal funds purchased and securities sold under agreements to repurchase:
        
Federal funds purchased
     0  
Securities sold under agreements to repurchase
     0  
Trading liabilities
     0  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
     268,691  
Subordinated notes and debentures
     0  
Other liabilities
     198,124  
Total liabilities
     468,527  
 
        
EQUITY CAPITAL
        
Bank Equity Capital
        
Perpetual preferred stock and related surplus
     0  
Common stock
     1,000  
Surplus (exclude all surplus related to preferred stock)
     1,121,520  
Retained earnings
     316,907  
Accumulated other comprehensive income
     2,264  
Other equity capital components
     0  
Total bank equity capital
     1,441,691  
Noncontrolling (minority) interest in consolidated subsidiaries
     0  
Total equity capital
     1,441,691  
Total liabilities, minority interest, and equity capital
     1,910,218  

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Director #1 Troy Kilpatrick, President
Director #2 Frank Sulzberger, Managing Director
Director #3 William Lindelof, Managing Director
I, Karen Bayz, Chief Financial Officer /s/ Karen Bayz
( Name, Title)
of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

/s/ Troy Kilpatrick

/s/ Frank Sulzberger

/s/ William Lindelof