March 15, 2002 FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONSENT Reference is hereby made to the those certain Note Purchase Agreements dated July 1, 1998 (the "Note Purchase Agreements") between Noble Drilling (Paul Wolff) Ltd. (the "Company"),...Note Purchase Agreement • May 15th, 2002 • Noble Corp • Drilling oil & gas wells
GUARANTYGuaranty • May 15th, 2002 • Noble Corp • Drilling oil & gas wells • Texas
This GUARANTY is made as of April 30, 2002 by NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (the "Company"), for the benefit of Julie J. Robertson (the "Executive");
EXHIBIT 10.4 NOBLE CORPORATION NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT THIS NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), made and entered into this ____ day of _____, 200_, by and between NOBLE...Nonqualified Stock Option Agreement • May 4th, 2005 • Noble Corp • Drilling oil & gas wells • Texas
EXHIBIT 10.5 NOBLE CORPORATION RESTRICTED STOCK AGREEMENT THIS AGREEMENT, made as of the _____ day of _________, 20____, by and between NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (the "Company"), and _____________________...Restricted Stock Agreement • May 4th, 2005 • Noble Corp • Drilling oil & gas wells • Texas
CONFORMED AS EXECUTED] AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 15th, 2002 • Noble Corp • Drilling oil & gas wells • New York
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 14th, 2003 • Noble Corp • Drilling oil & gas wells
NOBLE CORPORATION ISSUER AND JPMORGAN CHASE BANK TRUSTEE INDENTUREIndenture • February 16th, 2006 • Noble Corp • Drilling oil & gas wells • New York
NOBLE DRILLING CORPORATION, as Issuer, andSecond Supplemental Indenture • May 15th, 2002 • Noble Corp • Drilling oil & gas wells • New York
EXHIBIT 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between NOBLE DRILLING CORPORATIONEmployment Agreement • May 15th, 2002 • Noble Corp • Drilling oil & gas wells • Texas
EXHIBIT 4.1 NOBLE CORPORATION AND UMB BANK, N.A. RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF MARCH 13, 2002 TABLE OF CONTENTSRights Agreement • March 13th, 2002 • Noble Corp • Delaware
WITNESSETH:Indemnification & Liability • May 15th, 2002 • Noble Corp • Drilling oil & gas wells
NOBLE CORPORATION ISSUER AND JPMORGAN CHASE BANK TRUSTEE INDENTUREIndenture • February 16th, 2006 • Noble Corp • Drilling oil & gas wells • New York
WITNESSETH:Parent Guaranty • May 15th, 2002 • Noble Corp • Drilling oil & gas wells • New York
EXHIBIT 4.1 SECOND AMENDMENT SECOND AMENDMENT (this "Amendment"), dated as of November 24, 2004, among NOBLE CORPORATION, a Cayman Islands exempted company limited by shares ("Parent"), NOBLE HOLDING (U.S.) CORPORATION, a Delaware corporation ("NHC"...Second Amendment • November 30th, 2004 • Noble Corp • Drilling oil & gas wells • New York
NOBLE FINANCE COMPANY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2021 • Noble Finance Co • Drilling oil & gas wells • New York
This REGISTRATION RIGHTS AGREEMENT (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of February 5, 2021 by and among Noble Finance Company, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the Holders (as defined below) of the Company’s Second Lien Notes (as defined below) listed on Schedule I hereto. The Company and the Holders are referred to herein collectively as the “Parties” and each, individually, a “Party.” Capitalized terms used herein have the meanings set forth in Section 1.
TRANCHE 1 WARRANT AGREEMENTWarrant Agreement • February 8th, 2021 • Noble Finance Co • Drilling oil & gas wells • New York
This TRANCHE 1 WARRANT AGREEMENT (this “Agreement”), dated as of February 5, 2021 (the “Effective Date”), is entered into by and between Noble Corporation, a Cayman Islands exempted company (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (together with Computershare, the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 8th, 2021 • Noble Finance Co • Drilling oil & gas wells • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of [FULL DATE], by and between Noble Corporation, a Cayman Islands exempted company (the “Company”), and [NAME OF INDEMNITEE] (“Indemnitee”).
EMPLOYMENT AGREEMENT by and between NOBLE DRILLING SERVICES INC. and DAVID W. WILLIAMS December 30, 2008Employment Agreement • February 27th, 2009 • Noble Corp • Drilling oil & gas wells • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 30, 2008, by and between NOBLE DRILLING SERVICES INC., a Delaware corporation (the “Company”), and DAVID W. WILLIAMS (the “Executive”);
NOBLE HOLDING INTERNATIONAL LIMITED ISSUER AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEE INDENTURE DATED AS OF NOVEMBER 21, 2008 SENIOR DEBT SECURITIES (ISSUABLE IN SERIES)Indenture • November 21st, 2008 • Noble Corp • Drilling oil & gas wells • New York
NOBLE HOLDING INTERNATIONAL LIMITED, as Issuer NOBLE CORPORATION, as Parent Guarantor NOBLE 2018-I GUARANTOR LLC NOBLE 2018-II GUARANTOR LLC NOBLE 2018-III GUARANTOR LLC NOBLE 2018-IV GUARANTOR LLC, as Subsidiary Guarantors AND WELLS FARGO BANK, N.A.,...Indenture • January 31st, 2018 • Noble Corp • Drilling oil & gas wells • New York
INDENTURE dated as of January 31, 2018, among NOBLE HOLDING INTERNATIONAL LIMITED, a Cayman Islands exempted company (the “Company”), NOBLE CORPORATION, a Cayman Islands exempted company (the “Parent Guarantor”), the Subsidiary Guarantors (as defined herein), and WELLS FARGO BANK, N.A., as trustee (the “Trustee”).
Certain personally identifiable information contained in this document has been redacted pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated with the notation “[***]”. Dated 25 August 2022 SELLER PARTIES — and — BUYER...Asset Purchase Agreement • August 31st, 2022 • Noble Finance Co • Drilling oil & gas wells
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2021 • Noble Finance Co • Drilling oil & gas wells • Texas
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is made and effective as of February 5, 2021 (the “Effective Date”), by and between Noble Services Company LLC, a Delaware limited liability company (the “Company”), and Richard Barker (the “Executive”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • July 31st, 2020 • Noble Corp • Drilling oil & gas wells • New York
This RESTRUCTURING SUPPORT AGREEMENT (as amended, modified, or otherwise supplemented from time to time, and including all exhibits attached hereto, this “Agreement”), dated as of July 31, 2020, is entered into by and among:
REVOLVING CREDIT AGREEMENT Dated as of December 21, 2017 among NOBLE HOLDING UK LIMITED, as Parent Guarantor, NOBLE CAYMAN LIMITED, as the Company and a Borrower, NOBLE INTERNATIONAL FINANCE COMPANY and CERTAIN ADDITIONAL SUBSIDIARIES OF THE COMPANY...Revolving Credit Agreement • December 22nd, 2017 • Noble Corp • Drilling oil & gas wells • New York
THIS REVOLVING CREDIT AGREEMENT, dated as of December 21, 2017, is by and among NOBLE HOLDING UK LIMITED, a company incorporated under the laws of the England and Wales (the “Parent Guarantor”), NOBLE CAYMAN LIMITED, an ordinary company incorporated under the laws of the Cayman Islands (the “Company”), as a Borrower, NOBLE INTERNATIONAL FINANCE COMPANY, a Cayman Islands exempted company limited by shares and a wholly-owned direct or indirect Subsidiary of the Company (“NIFCO”), as a Designated Borrower, each other Designated Borrower from time to time party hereto, each Subsidiary Guarantor from time to time party hereto, the lenders from time to time parties hereto (each a “Lender” and, collectively, the “Lenders” but those terms shall not include any Swingline Lender in its capacity as a Swingline Lender), JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, N.A. and any other Lender that agrees (in its sole discretion at the request of the Company) to make Swingline Loans hereunder, as swin
SECOND AMENDMENT TO CREDIT AGREEMENT Dated as of March 2, 2006Credit Agreement • March 6th, 2006 • Noble Corp • Drilling oil & gas wells • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (together with the Annex hereto, this “Amendment”) is among NOBLE CORPORATION (“Parent”), NOBLE HOLDING (U.S.) CORPORATION (“NHC”), NOBLE DRILLING CORPORATION (the “Borrower”) and Goldman Sachs Credit Partners L.P., as the Administrative Agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 12th, 2013 • Noble Corp • Drilling oil & gas wells • New York
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 6th day of December, 2013, among NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Lenders party hereto.
REVOLVING CREDIT AGREEMENT Dated as of March 15, 2007 Among NOBLE CORPORATION, as Borrower, THE LENDERS PARTIES HERETO, CITIBANK, N.A., as Administrative Agent, Swingline Lender and an Issuing Bank SUNTRUST BANK, as Syndication Agent, THE BANK OF...Revolving Credit Agreement • March 20th, 2007 • Noble Corp • Drilling oil & gas wells • New York
THIS REVOLVING CREDIT AGREEMENT (the “Agreement”), dated as of March 15, 2007, among NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (the “Company”), the lenders from time to time parties hereto (each a “Lender” and collectively, the “Lenders” but those terms shall not include the Swingline Lender in its capacity as the Swingline Lender), CITIBANK, N.A., as swingline lender (in such capacity, the “Swingline Lender”), CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), SUNTRUST BANK, as syndication agent for the Lenders (in such capacity, the “Syndication Agent”), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., HOUSTON AGENCY, FORTIS CAPITAL CORP., and WELLS FARGO BANK, N.A., as co-documentation agents for the Lenders (in such capacity, the “Co-Documentation Agents”), and CITIBANK, N.A., as issuing bank of the Letters of Credit hereunder (Citibank, N.A. and any other Lender that agrees (in its sole discretion) to issue a
NOBLE CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 27th, 2009 • Noble Corp • Drilling oil & gas wells • Texas
THIS AGREEMENT, made as of the _____ day of _____, by and between NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (the “Company”), and «First_Name» «MI» «Last_Name» (“Employee”);
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 5th, 2022 • Noble Finance Co • Drilling oil & gas wells
THIS AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of August 5, 2022, by and among Noble Corporation plc (formerly known as Noble Finco Limited), a public limited company formed under the laws of England and Wales and an indirect wholly owned subsidiary of Parent (as defined below) (“Topco”), Noble Corporation, a Cayman Islands exempted company with registered number 368504 (“Parent”), Noble Newco Sub Limited, a Cayman Islands exempted company with registered number 382680 and direct wholly owned subsidiary of Topco (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company with registration number 40404716 (the “Company”). Each of Topco, Parent, Merger Sub and Company shall individually be referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms used in this Amendment that are not otherwise defined shall have the meaning set forth in the Business Combination Agreement
NOBLE HOLDING (U.S.) LLC, as Successor Issuer, NOBLE DRILLING SERVICES 6 LLC, as Co-Issuer, NOBLE DRILLING HOLDING LLC, as Co-Issuer, NOBLE CORPORATION, as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee EIGHTH SUPPLEMENTAL...Eighth Supplemental Indenture • January 31st, 2018 • Noble Corp • Drilling oil & gas wells • New York
EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”) dated as of January 31, 2018, among NOBLE HOLDING (U.S.) LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“Holding”), NOBLE DRILLING SERVICES 6 LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“NDS6”), NOBLE DRILLING HOLDING LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“Drilling Holding”), NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (“Noble-Cayman”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, successor in interest to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association), as trustee (the “Trustee”).
NOBLE CORPORATION PERFORMANCE-VESTED RESTRICTED STOCK AGREEMENTPerformance-Vested Restricted Stock Agreement • February 27th, 2009 • Noble Corp • Drilling oil & gas wells • Texas
The companies comprising the Competitor Group on the last NYSE trading day of the Performance Cycle shall be the companies used in the comparison for determining the Competitor Group performance measurement. If a Competitor Group company’s common equity security is no longer publicly traded on the last NYSE trading day of the Performance Cycle, then an appropriate proportionate adjustment will be effected over the remaining number of companies in the Competitor Group in making the determination of the Competitor Group measure; provided, however, that if the number of companies comprising the Competitor Group on the last NYSE trading day of the Performance Cycle is less than five, then, notwithstanding anything contained herein to the contrary, one hundred percent (100%) of the award will be based on performance relative to the companies in the Index, determined as described above, and the Competitor Group performance measure shall be inapplicable and not used in determining the overall
SETTLEMENT AND TERMINATION AGREEMENTSettlement and Termination Agreement • May 10th, 2016 • Noble Corp • Drilling oil & gas wells • New York
This SETTLEMENT AND TERMINATION AGREEMENT (this “Agreement”), dated as of May 10, 2016, is made by and among FREEPORT-McMoRan Inc. (“FCX”), FREEPORT-McMoRan Oil & Gas, LLC (“FM O&G”) and NOBLE DRILLING (U.S.) LLC (“Noble”). FCX, FM O&G and Noble are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party.”
DISTRIBUTION AGREEMENTDistribution Agreement • May 18th, 2016 • Noble Corp • Drilling oil & gas wells • New York
Freeport-McMoRan Inc., a Delaware corporation (the “Company”), and Noble Drilling (U.S.) LLC, a Delaware limited liability company (the “Selling Stockholder”), confirm their agreement with each of J.P. Morgan Securities LLC and HSBC Securities (USA) Inc., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (each, an “Agent”, and, collectively, the “Agents”), with respect to the sale from time to time by the Selling Stockholder, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of shares (the “Shares”) of common stock, $0.10 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 1(a) below) of up to $540,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below. The Company, Freeport-McMoRan Oil & Gas LLC and the Selling Stockholder
TRANCHE 3 WARRANT AGREEMENTWarrant Agreement • February 8th, 2021 • Noble Finance Co • Drilling oil & gas wells • New York
This TRANCHE 3 WARRANT AGREEMENT (this “Agreement”), dated as of February 5, 2021 (the “Effective Date”), is entered into by and between Noble Corporation, a Cayman Islands exempted company (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (together with Computershare, the “Warrant Agent”).
DEFINITIVE SETTLEMENT AGREEMENTSettlement Agreement • May 5th, 2016 • Noble Corp • Drilling oil & gas wells • New York
THIS DEFINITIVE SETTLEMENT AGREEMENT, dated as of April 29, 2016 (as it may be amended or supplemented from time to time in accordance with the terms hereof, this “Agreement”), is by and between Paragon Offshore plc, a public limited company organized under the laws of England and Wales (“Paragon”), and NOBLE CORPORATION PLC, a public limited company organized under the laws of England and Wales (“Noble”). Paragon and Noble are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
