FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2021 • Noble Corp • 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 [•], 2022 by and among Noble Finco Limited, a private limited company formed under the laws of England and Wales (the “Company”), and the Holders (as defined below) of Company Ordinary Shares (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.
EMPLOYMENT AGREEMENT by and between andEmployment Agreement • December 4th, 2009 • Noble Corp / Switzerland • Drilling oil & gas wells • Texas
WHEREAS, the Company and the Executive have previously entered into an Employment Agreement dated (the “Prior Agreement”); and
RESTATED EMPLOYMENT AGREEMENT by and between andEmployment Agreement • November 20th, 2013 • Noble Corp PLC • Drilling oil & gas wells • Texas
WHEREAS, upon the consummation of the transactions described in that certain Merger Agreement between Noble Corporation, a Swiss corporation (“Noble Swiss”) and Noble Corporation Limited, a company registered in England and Wales since re-registered as Noble Corporation plc (“Noble-London”) dated June 30, 2013, (the “Merger Agreement”), Noble-London will become the publicly traded parent of the Noble group of companies, including the Company, and assume all the rights and obligations of Noble Swiss; and
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 Corp • Drilling oil & gas wells
MASTER SEPARATION AGREEMENT BETWEEN NOBLE CORPORATION AND PARAGON OFFSHORE PLCMaster Separation Agreement • August 5th, 2014 • Noble Corp PLC • Drilling oil & gas wells • New York
THIS MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of July 31, 2014, between Noble Corporation, a company organized under the laws of the Cayman Islands (“Noble”), and Paragon Offshore plc, a company organized under the laws of England and Wales (“Paragon”). Noble and Paragon are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
DEED OF INDEMNITYDeed of Indemnity • November 20th, 2013 • Noble Corp PLC • Drilling oil & gas wells • Texas
THIS DEED OF INDEMNITY (this “Deed”), made and entered into as of this day of , 201 , by and between Noble Corporation plc, a company registered in England and Wales with company number 08354954 (the “Company”), and (“Indemnitee”), who is currently serving or will serve the Company in the capacity of a director and/or officer thereof;
REVOLVING CREDIT AGREEMENT Dated as of June 8, 2012 among NOBLE CORPORATION, as Borrower, THE LENDERS PARTIES HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an Issuing Bank, SUNTRUST BANK, as Syndication...Revolving Credit Agreement • June 11th, 2012 • Noble Corp / Switzerland • Drilling oil & gas wells • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of June 8, 2012, 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), WELLS FARGO BANK, NATIONAL ASSOCIATION, as swingline lender (in such capacity, the “Swingline Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, SUNTRUST BANK, as Syndication Agent for the Lenders, BARCLAYS BANK PLC, HSBC SECURITIES (USA) INC. and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Co-Documentation Agents for the Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, SUNTRUST BANK, BARCLAYS BANK PLC, HSBC BANK USA, NATIONAL ASSOCIATION and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as issuing banks of the Letters of Credit hereunder (Wells Fargo Bank, National Association, SunTrust Bank,
TRANSITION SERVICES AGREEMENT (BRAZIL)Transition Services Agreement • August 5th, 2014 • Noble Corp PLC • Drilling oil & gas wells • New York
This TRANSITION SERVICES AGREEMENT for Brazil (the “Agreement”) is entered into as of July 31, 2014 among Paragon Offshore do Brasil Limitada, a company organized under the laws of Brazil (“Limitada” or the “Service Provider”), Paragon Offshore (Nederland) B.V., a company organized under the laws of the Netherlands (“PONBV”), Paragon Offshore PLC, a public limited company registered in England and Wales (“Paragon”), Noble Corporation, an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (“Noble Cayman”), Noble Dave Beard Limited, an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (“NDBL”) and Noble Drilling (Nederland) II B.V., a company organized under the laws of the Netherlands (“NDNBV II”). Limitada, PONBV, Paragon, Noble Cayman, NDBL and NDNBV II are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
GUARANTY AGREEMENTGuaranty Agreement • June 11th, 2012 • Noble Corp / Switzerland • Drilling oil & gas wells • New York
THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of June 8, 2012 is made by Noble Drilling Corporation, a Delaware corporation (the “Guarantor”), in favor of (i) the Lenders (as defined in the Credit Agreement) (as hereinafter defined), (ii) Wells Fargo Bank, National Association, in its capacity as Administrative Agent (as defined in the Credit Agreement), (iii) Wells Fargo Bank, National Association, in its capacity as the Swingline Lender (as defined in the Credit Agreement), (iv) the Other Agents (as defined in the Credit Agreement) and (v) the Issuing Banks (as defined in the Credit Agreement) (the Lenders, the Administrative Agent, the Other Agents, the Swingline Lender and the Issuing Banks are each individually referred to herein as a “Guaranteed Party”, and collectively, as the “Guaranteed Parties”);
REVOLVING CREDIT AGREEMENT Dated as of February 11, 2011 among NOBLE CORPORATION, as Borrower, THE LENDERS PARTIES HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an Issuing Bank, BARCLAYS CAPITAL, the...Revolving Credit Agreement • February 17th, 2011 • Noble Corp / Switzerland • Drilling oil & gas wells • New York
THIS REVOLVING CREDIT AGREEMENT (the “Agreement”), dated as of February 11, 2011, 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), WELLS FARGO BANK, NATIONAL ASSOCIATION, as swingline lender (in such capacity, the “Swingline Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC (“Barclays Capital”) and HSBC SECURITIES (USA) INC., as co-syndication agents for the Lenders (in such capacity, the “Co-Syndication Agents”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, BARCLAYS BANK PLC and HSBC BANK USA, NATIONAL ASSOCIATION, as issuing banks of the Letters of Credit hereunder (Wells Fargo Bank, National Asso
NOBLE CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 7th, 2010 • Noble Corp / Switzerland • Drilling oil & gas wells • Texas
WHEREAS, the committee (the “Committee”) acting under the Company’s 1991 Stock Option and Restricted Stock Plan, as amended (the “Plan”), has determined that it is desirable to grant a nonqualified stock option to Employee under the Plan;
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 5th, 2022 • Noble Corp • 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 CORPORATION EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORSEquity Compensation Plan • November 20th, 2013 • Noble Corp PLC • Drilling oil & gas wells • Texas
BUSINESS COMBINATION AGREEMENT by and among NOBLE FINCO LIMITED, NOBLE CORPORATION, NOBLE NEWCO SUB LIMITED, and THE DRILLING COMPANY OF 1972 A/S Dated as of November 10, 2021Business Combination Agreement • November 10th, 2021 • Noble Corp • Drilling oil & gas wells • London
THIS BUSINESS COMBINATION AGREEMENT, dated as of November 10, 2021 (this “Agreement”), by and among Noble Finco Limited, a private limited company formed under the laws of England and Wales with registered number 12958050 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”). Capitalized terms that are used but are not otherwise defined herein shall have the meanings set forth in Section 1.1.
NOBLE CORPORATION PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENTPerformance-Vested Restricted Stock Unit Agreement • February 25th, 2013 • Noble Corp / Switzerland • Drilling oil & gas wells • Texas
THIS AGREEMENT, made as of the 1st day of February, 2013, by and between NOBLE CORPORATION, a Swiss corporation (the “Company”), and (“Employee”);
NOBLE CORPORATION PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENTPerformance-Vested Restricted Stock Unit Agreement • May 6th, 2011 • Noble Corp / Switzerland • Drilling oil & gas wells • Texas
WHEREAS, the committee (the “Committee”) acting under the Noble Corporation 1991 Stock Option and Restricted Stock Plan, as amended (the “Plan”), has determined that it is desirable to award performance-vested Restricted Stock Units (as defined in the Plan) to Employee pursuant to the Plan; and
SENIOR SECURED REVOLVING CREDIT AGREEMENT Dated as of June 17, 2014 among PARAGON OFFSHORE LIMITED, as Parent Borrower, PARAGON INTERNATIONAL FINANCE COMPANY, as Cayman Borrower, THE LENDERS AND ISSUING BANKS PARTIES HERETO, and JPMORGAN CHASE BANK,...Senior Secured Revolving Credit Agreement • June 19th, 2014 • Noble Corp PLC • Drilling oil & gas wells
THIS SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of June 17, 2014, is among PARAGON OFFSHORE LIMITED, a limited liability company incorporated under the laws of England and Wales (to be known as Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales, upon the Conversion Date, together with its successors and permitted assigns, including any Surviving Person following a Redomestication, the “Parent Borrower”), PARAGON INTERNATIONAL FINANCE COMPANY, a Wholly-Owned Subsidiary of the Parent Borrower incorporated under the laws of the Cayman Islands (together with its successors and permitted assigns, the “Cayman Borrower”), 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), JPMORGAN CHASE BANK, N.A., as swingline lender (in such capacity, together with its successors and permitted assigns in such capacit
SIGNING BONUS AGREEMENTSigning Bonus Agreement • December 18th, 2019 • Noble Corp PLC • Drilling oil & gas wells • Texas
This SIGNING BONUS AGREEMENT (this “Agreement”), dated (the “Hire Date”), is entered into by and between Noble Drilling Services Inc., a Delaware corporation, on behalf of itself and its affiliates (the “Company”) and Stephen M. Butz (“Executive” and, together with the Company, the “Parties”).
NOBLE HOLDING INTERNATIONAL LIMITED, A CAYMAN ISLANDS COMPANY (ISSUER) NOBLE CORPORATION, A CAYMAN ISLANDS COMPANY (GUARANTOR) AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (TRUSTEE) THIRD SUPPLEMENTAL INDENTURE RELATING TO DATED AS OF FEBRUARY...Third Supplemental Indenture • February 3rd, 2011 • Noble Corp / Switzerland • Drilling oil & gas wells • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of February 3, 2011 and relating to the Notes referred to below (this “Third Supplemental Indenture”), by and among NOBLE HOLDING INTERNATIONAL LIMITED, a Cayman Islands exempted company with limited liability (herein called the “Company”), NOBLE CORPORATION, a Cayman Islands exempted company with limited liability (herein called the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”). Capitalized terms not otherwise defined in this Third Supplemental Indenture have the meanings assigned to them in the Indenture referred to below.
ASSUMPTION AGREEMENTAssumption Agreement • March 27th, 2009 • Noble Corp / Switzerland • Texas
This Assumption Agreement (the “Agreement”) is made effective as of March 26, 2009 (the “Effective Date”), by and between Noble Corporation, a company organized under the laws of the Cayman Islands (“Noble-Cayman”), and Noble Corporation, a Swiss corporation (“Noble-Switzerland”).
INDUCEMENT AGREEMENTInducement Agreement • January 12th, 2018 • Noble Corp PLC • Drilling oil & gas wells • Texas
This INDUCEMENT AGREEMENT (this “Agreement”) is entered into by and among Julie J. Robertson (“Executive”), Noble Corporation plc, a public limited company formed under the laws of England and Wales (“Parent”), and Noble Drilling Services Inc., a Delaware corporation (the “Company” and, together with Parent, the “Noble Parties”), effective on January 11, 2018 (the “Commencement Date”). Executive, Parent and the Company are sometimes collectively referred to herein as the “Parties.”
TERM SHEET FOR PROPOSED SETTLEMENT AGREEMENT BETWEEN PARAGON OFFSHORE PLC AND NOBLE CORPORATION PLCSettlement Agreement • February 12th, 2016 • Noble Corp PLC • Drilling oil & gas wells
This term sheet (“Term Sheet”) sets forth the principal terms of a compromise and settlement between Paragon Offshore plc (“Paragon”) and Noble Corporation plc (“Noble,” and, together with Paragon, the “Parties”) with respect to the matters described herein.
NOBLE CORPORATION, ISSUER, NOBLE DRILLING CORPORATION, GUARANTOR, NOBLE HOLDING INTERNATIONAL LIMITED, GUARANTOR, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., TRUSTEE SECOND SUPPLEMENTAL INDENTURE RELATING TO $300,000,000 of 5.875% Senior...Second Supplemental Indenture • October 1st, 2009 • Noble Corp / Switzerland • Drilling oil & gas wells • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of October 1, 2009 (this “Second Supplemental Indenture”), by and among NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (herein called the “Company”), NOBLE DRILLING CORPORATION, a Delaware corporation and a wholly-owned indirect subsidiary of the Company (herein called “Noble Drilling”), NOBLE HOLDING INTERNATIONAL LIMITED, a Cayman Islands exempted company limited by shares (herein called “NHIL” and, together with Noble Drilling, the “Guarantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, successor by merger to JPMorgan Chase Bank, National Association, as Trustee (herein called the “Trustee”).
GENERAL RELEASE AGREEMENTGeneral Release Agreement • February 12th, 2020 • Noble Corp PLC • Drilling oil & gas wells • Texas
NOBLE HOLDING INTERNATIONAL LIMITED, A CAYMAN ISLANDS COMPANY (ISSUER) NOBLE CORPORATION, A CAYMAN ISLANDS COMPANY (GUARANTOR) AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (TRUSTEE) FOURTH SUPPLEMENTAL INDENTURE RELATING TO DATED AS OF FEBRUARY...Fourth Supplemental Indenture • February 13th, 2012 • Noble Corp / Switzerland • Drilling oil & gas wells • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of February 10, 2012 and relating to the Notes referred to below (this “Fourth Supplemental Indenture”), by and among NOBLE HOLDING INTERNATIONAL LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), NOBLE CORPORATION, a Cayman Islands exempted company incorporated with limited liability (herein called the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”). Capitalized terms not otherwise defined in this Fourth Supplemental Indenture have the meanings assigned to them in the Indenture referred to below.
TERM LOAN AND CREDIT FACILITY AGREEMENT PROVIDING FOR A US$465,000,000 SECURED CREDIT FACILITY BULLY 1, LTD., AS BORROWER, THE BANKS AND FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HERETO, AS LENDERS, STANDARD CHARTERED BANK AND BANK OF...Term Loan and Credit Facility Agreement • August 2nd, 2010 • Noble Corp / Switzerland • Drilling oil & gas wells • New York
THIS TERM LOAN AND CREDIT FACILITY AGREEMENT is made as of the 21 day of December, 2007, by and among (i) BULLY 1, LTD., an exempt company incorporated in the Cayman Islands, as borrower (the “Borrower”), (ii) the financial institutions listed on the signature pages hereto as senior and/or junior lenders, as the case may be (together with their respective successors and assigns, the “Lenders”), (iii) STANDARD CHARTERED BANK, a company incorporated by Royal Charter in England (with reference number ZC18, hereinafter “SCB”), BANK OF SCOTLAND PLC, a banking corporation organized and existing under the laws of Scotland (“BOS”) and NIBC BANK N.V., a banking corporation organized under the laws of The Netherlands (“NIBC”), as arrangers (in such capacity and any successor thereto, the “Arrangers”) and (iv) NIBC as agent (in such capacity and any successor thereto, the “Agent”) and security trustee (in such capacity and any successor thereto, the “Security Trustee”) for the Lenders.
TRANSITION AGREEMENTTransition Agreement • February 21st, 2020 • Noble Corp PLC • Drilling oil & gas wells • Texas
This TRANSITION AGREEMENT (this “Agreement”) by and between Julie J. Robertson (“Executive”), Noble Corporation plc, a public limited company formed under the laws of England and Wales (“Parent”), and Noble Drilling Services Inc., a Delaware corporation (the “Company” and, together with Parent, the “Employer Parties”), is entered into on February 19, 2020. Executive, Parent, and the Company are sometimes collectively referred to as the “Parties.”
NOBLE CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 13th, 2012 • Noble Corp / Switzerland • Drilling oil & gas wells • Texas
THIS AGREEMENT, made as of the day of , 201 , by and between NOBLE CORPORATION, a Swiss corporation (the “Company”), and «First_Name» «MI» «Last_Name» (“Employee”);
AGREEMENT AND PLAN OF MERGER AMONG NOBLE CORPORATION NOBLE AM MERGER CO. FDR HOLDINGS LIMITED AND CERTAIN SHAREHOLDERS OF FDR HOLDINGS LIMITED AND ITS SUBSIDIARIES Dated June 27, 2010Merger Agreement • June 28th, 2010 • Noble Corp / Switzerland • Drilling oil & gas wells • New York
AGREEMENT AND PLAN OF MERGER, dated June 27, 2010 (the “Agreement”), among Noble Corporation, a Swiss corporation (“Parent”), Noble AM Merger Co., an exempted company with limited liability in the Cayman Islands and an indirect wholly owned subsidiary of Parent (“Merger Sub”) , FDR Holdings Limited, an exempted company with limited liability in the Cayman Islands having its registered office at Clifton House, 75 Fort Street, P.O. Box 1350, KY1-1108, George Town, Grand Cayman, Cayman Islands (the “Company”), the shareholders of the Company listed on Annex I to this Agreement (the “Existing Principal Shareholders”) and all such parties to the Recapitalization Agreement (as defined below) other than the Company, as listed on Annex II to this Agreement (the “Recapitalizing Shareholders,” together with the Existing Principal Shareholders, the “Closing Date Principal Shareholders”). Each of Parent, the Merger Sub, the Company, and the Closing Date Principal Shareholders are referred to herei
FORM OF TRANSACTION SUPPORT DEEDTransaction Support Deed • November 10th, 2021 • Noble Corp • Drilling oil & gas wells
This TRANSACTION SUPPORT DEED (this “Deed”) is entered into as of November 10, 2021, by and among Noble Finco Limited, a private limited company formed under the laws of England and Wales (“Topco”), Noble Corporation, a Cayman Islands exempted company (“Parent”), The Drilling Company of 1972 A/S, a Danish public limited liability company (the “Company”), and the undersigned parties named in Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Each of Topco, Parent and Mercer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
INDEMNITY AGREEMENTIndemnity Agreement • March 27th, 2009 • Noble Corp / Switzerland • Texas
THIS INDEMNITY AGREEMENT (this “Agreement”), made and entered into as of this ___ day of ___, 2009, by and between NOBLE CORPORATION, a Swiss corporation (the “Company”), and (“Indemnitee”), who is currently serving or will serve the Company in the capacity of a director and/or officer thereof;
NOBLE CORPORATION PLC DEVONSHIRE HOUSE • 1 MAYFAIR PLACE LONDON • W1J 8AJ • ENGLAND • + 44 20 3300 2300Tax Sharing Agreement • February 12th, 2016 • Noble Corp PLC • Drilling oil & gas wells
BACKSTOP COMMITMENT AGREEMENT AMONG NOBLE CORPORATION PLC, THE OTHER DEBTORS PARTY HERETO AND THE BACKSTOP PARTIES PARTY HERETO Dated as of October 12, 2020Backstop Commitment Agreement • October 15th, 2020 • Noble Corp PLC • Drilling oil & gas wells • New York
THIS BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of October 12, 2020, is made by and among Noble Corporation plc, a company organized under the Laws of England and Wales (the “Company”) and each of its direct and indirect debtor subsidiaries that filed chapter 11 cases on July 31, 2020, and September 24, 2020 (the “Chapter 11 Cases”), under Title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as it may be amended from time to time, the “Bankruptcy Code”) currently pending in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) (together with the Company, each a “Debtor” and, collectively, the “Debtors”), on the one hand, and the Backstop Parties set forth on Schedule 1 hereto, as may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement (each referred to herein, individually, as a “Backstop Party” and, collectively, as the “Backstop Parties”), on the other hand. The Company, the
SEPARATION AGREEMENTSeparation Agreement • March 16th, 2020 • Noble Corp PLC • Drilling oil & gas wells • Texas
This SEPARATION AGREEMENT (this “Agreement”) by and between Stephen M. Butz (“Executive”), Noble Corporation plc, a public limited company formed under the laws of England and Wales (“Parent”), and Noble Drilling Services Inc., a Delaware corporation (the “Company” and, together with Parent, the “Employer Parties”), is entered into on March 11, 2020. Executive, Parent, and the Company are sometimes collectively referred to as the “Parties.”
NOBLE CORPORATION THIRD AMENDED AND RESTATED 1992 NONQUALIFIED STOCK OPTION AND SHARE PLAN FOR NON-EMPLOYEE DIRECTORS (As of March 27, 2009) RECITALSNonqualified Stock Option and Share Plan • February 25th, 2011 • Noble Corp / Switzerland • Drilling oil & gas wells • Texas
WHEREAS, Noble-Cayman entered into that certain Agreement and Plan of Merger, Reorganization and Consolidation (as amended, the “Merger Agreement”), dated as of December 19, 2008, by and among Noble-Cayman, Noble Corporation, a Swiss corporation (the “Company”), and Noble Cayman Acquisition Ltd, a Cayman Islands company (“Merger Sub”); and
