REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2022 • Noble Corp PLC • 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 October 3, 2022 by and among Noble Corporation plc, a public 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.
TRANCHE 2 WARRANT AGREEMENTTranche 2 Warrant Agreement • September 30th, 2022 • Noble Corp PLC • Drilling oil & gas wells • New York
This TRANCHE 2 WARRANT AGREEMENT (this “Agreement”), dated as of September 30, 2022 (the “Effective Date”), is entered into by and between Noble Corporation plc, a public limited company formed under the laws of England and Wales with registered number 12958050 (f/k/a Noble Finco Limited) (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (together with Computershare, the “Warrant Agent”).
TRANCHE 3 WARRANT AGREEMENTTranche 3 Warrant Agreement • September 30th, 2022 • Noble Corp PLC • Drilling oil & gas wells • New York
This TRANCHE 3 WARRANT AGREEMENT (this “Agreement”), dated as of September 30, 2022 (the “Effective Date”), is entered into by and between Noble Corporation plc, a public limited company formed under the laws of England and Wales with registered number 12958050 (f/k/a Noble Finco Limited) (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (together with Computershare, the “Warrant Agent”).
TRANCHE 1 WARRANT AGREEMENTTranche 1 Warrant Agreement • September 30th, 2022 • Noble Corp PLC • Drilling oil & gas wells • New York
This TRANCHE 1 WARRANT AGREEMENT (this “Agreement”), dated as of September 30, 2022 (the “Effective Date”), is entered into by and between Noble Corporation plc, a public limited company formed under the laws of England and Wales with registered number 12958050 (f/k/a Noble Finco Limited) (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (together with Computershare, the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER by and among NOBLE CORPORATION PLC, DOLPHIN MERGER SUB 1, INC., DOLPHIN MERGER SUB 2, INC. and DIAMOND OFFSHORE DRILLING, INC. Dated as of June 9, 2024Agreement and Plan of Merger • June 10th, 2024 • Noble Corp PLC • Drilling oil & gas wells • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2024 (this “Agreement”), by and among Noble Corporation plc, a public limited company organized under the Laws of England and Wales (“Parent”), Dolphin Merger Sub 1, Inc., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“Merger Sub 1”), Dolphin Merger Sub 2, Inc., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“Merger Sub 2”), and Diamond Offshore Drilling, Inc., a Delaware corporation (the “Company”). Capitalized terms that are used but are not otherwise defined herein shall have the meanings set forth in Section 1.1.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 30th, 2022 • Noble Corp PLC • Drilling oil & gas wells • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of [DATE], by and between Noble Corporation plc, a private limited company formed under the laws of England and Wales (the “Company”), and [NAME OF INDEMNITEE] (“Indemnitee”).
CLIFFORD CHANCE LLPNoble Corp PLC • October 3rd, 2022 • Drilling oil & gas wells
as Lender and Security Agent under the Facility Agreement (as defined below)Noble Finco LTD • March 9th, 2022 • Drilling oil & gas wells
Term loan facility agreement dated 10 December 2018 between, among others, The Drilling Company of 1972 A/S as the Company, Danmarks Skibskredit A/S as original lender and Danmarks Skibskredit A/S as agent and security agent of the other Finance Parties, as amended and supplemented from time to time (the “Facility Agreement”)
SUPPLEMENTAL INDENTURESupplemental Indenture • September 4th, 2024 • Noble Corp PLC • Drilling oil & gas wells
THIS SUPPLEMENTAL INDENTURE is entered into as of September 4, 2024 (this “Supplemental Indenture”) among DIAMOND FOREIGN ASSET COMPANY, an exempted company incorporated under the laws of the Cayman Islands (“Cayman Issuer”), DIAMOND FINANCE, LLC, a Delaware limited liability company (“FinanceCo” and, together with the Cayman Issuer, the “Issuers”), DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (the “Existing Company”), DOLPHIN MERGER SUB 2, INC., a Delaware corporation (to be known as Noble Offshore Drilling, Inc. on or around the date hereof) (the “New Company”), and HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”), as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
TRANSITION AND RETIREMENT AGREEMENTTransition and Retirement Agreement • February 3rd, 2023 • Noble Corp PLC • Drilling oil & gas wells • Texas
This Transition and Retirement Agreement (the “Agreement”) is by and between William Turcotte (the “Executive”), Noble Services Company LLC, a Delaware limited liability company (the “Company”) and Noble Corporation plc, a public limited company organized under the laws of England and Wales (“Parent”).
SECOND SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORSSupplemental Indenture • September 30th, 2022 • Noble Corp PLC • Drilling oil & gas wells • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 27, 2022, among Pacific Santa Ana Limited, a company incorporated under the laws of the British Virgin Islands (the “Guarantor”), a subsidiary of Noble Finance Company (or its permitted successor), a company incorporated in the Cayman Islands as an exempted company with limited liability with registration number 115769 (the “Company”), U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association, a national banking association), as collateral agent and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association, a national banking association), as trustee under the Indenture referred to below.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • August 22nd, 2024 • Noble Corp PLC • Drilling oil & gas wells • New York
This Second Supplemental Indenture, dated as of August 22, 2024 (this “Second Supplemental Indenture”), among Noble Finance II LLC, a Delaware limited liability company (the “Issuer”), the Guarantors listed on the signature pages hereto and U.S. Bank Trust Company, National Association, as Trustee, paying agent and registrar under such Indenture.
Execution version Guarantee relating to a USD 350,000,000 Term Loan Facility dated 10 December 2018Noble Corp PLC • October 3rd, 2022 • Drilling oil & gas wells
FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • June 27th, 2024 • Noble Corp PLC • Drilling oil & gas wells • New York
This First Amendment to Amended and Restated Senior Secured Revolving Credit Agreement (this “Amendment”) dated as of June 24, 2024, is by and among NOBLE FINANCE II LLC, a Delaware limited liability company (the “Company”), NOBLE INTERNATIONAL FINANCE COMPANY, an exempted company incorporated in the Cayman Islands with limited liability and a wholly-owned indirect Subsidiary of the Company (“NIFCO”), as a Designated Borrower, NOBLE DRILLING A/S, a company incorporated under the laws of Denmark having its registered office at Lyngby Hovedgade 85, DK-2800 Kgs. Lyngby, Denmark with CVR no. 32673821 and a wholly-owned indirect Subsidiary of the Company (“Noble Drilling A/S”), as a Designated Borrower, each of the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders.
To: Danmarks Skibskredit A/S as Lender and Security Agent under the Facility Agreement (as defined below) Date: 8 September 2022Noble Corp PLC • October 3rd, 2022 • Drilling oil & gas wells
This letter sets outs (A) amendments to (i) the waiver and amendment letter dated 20 October 2021 (the “Waiver and Amendment Letter”) and (ii) the term loan facility agreement dated 10 December 2018 each entered into between, among others, The Drilling Company of 1972 A/S as company and borrower (the ”Company”), Danmarks Skibskredit A/S as original lender and Danmarks Skibskredit A/S as agent and security agent for the other Finance Parties, as amended, restated and supplemented from time to time (the “Facility Agreement”) subject to the terms and conditions set out herein and (B) guarantee and security confirmations by the Obligors under the Facility Agreement and Maersk Drilling Holdings Singapore Pte. Ltd.
ASSUMPTION AGREEMENTAssumption Agreement • September 30th, 2022 • Noble Corp PLC • Drilling oil & gas wells
THIS ASSUMPTION AGREEMENT (this “Agreement”) is entered into and effective as of September 30, 2022, by and between Noble Corporation plc, a public limited company formed under the laws of England and Wales with registered number 12958050 (f/k/a Noble Finco Limited) (the “Company”), and Noble Corporation, a Cayman Islands exempted company (“Noble Predecessor”).
NOBLE CORPORATION PLC AS GUARANTOR IN FAVOUR OF DNB BANK ASA AS SECURITY AGENT GUARANTEE RELATING TO A USD 1,550,000,000 TERM AND REVOLVING FACILITIES AGREEMENT DATED 6 DECEMBER 2018Noble Corp PLC • October 3rd, 2022 • Drilling oil & gas wells
AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT Dated as of April 18, 2023 among NOBLE FINANCE II LLC, as the Company and a Borrower, NOBLE INTERNATIONAL FINANCE COMPANY, NOBLE DRILLING A/S and CERTAIN ADDITIONAL SUBSIDIARIES OF THE...Senior Secured Revolving Credit Agreement • April 18th, 2023 • Noble Corp PLC • Drilling oil & gas wells • New York
THIS AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of April 18, 2023, is by and among Noble Finance II LLC, a Delaware limited liability company (the “Company”), NOBLE INTERNATIONAL FINANCE COMPANY, an exempted company incorporated in the Cayman Islands with limited liability and a wholly-owned indirect Subsidiary of the Company (“NIFCO”), as a Designated Borrower, NOBLE DRILLING A/S, a company incorporated under the laws of Denmark having its registered office at Lyngby Hovedgade 85, DK-2800 Kgs. Lyngby, Denmark with CVR no. 32673821 and a wholly-owned indirect Subsidiary of the Company (“Noble Drilling A/S”), as a Designated Borrower, each other Designated Borrower from time to time party hereto, the lenders from time to time parties hereto (each, a “Lender” and, collectively, the “Lenders”), each Issuing Bank from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders, JPMORGAN CHASE BANK, N.A., as Collateral Agent fo
DATED 3 OCTOBER 2022 RELATIONSHIP AGREEMENT between NOBLE CORPORATION PLC and THE OTHER PARTIES NAMED HEREINRelationship Agreement • October 3rd, 2022 • Noble Corp PLC • Drilling oil & gas wells • England and Wales
