1 EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of April 11, 2001 by and between Diamond Offshore Drilling, Inc., a Delaware corporation (the "Company"), and Merrill Lynch...Registration Rights Agreement • May 4th, 2001 • Diamond Offshore Drilling Inc • Drilling oil & gas wells • New York
DIAMOND OFFSHORE DRILLING, INC. ("COMPANY") DEBT SECURITIES TERMS AGREEMENTTerms Agreement • February 11th, 1997 • Diamond Offshore Drilling Inc • Drilling oil & gas wells
WITNESSETH:Services Agreement • March 18th, 2002 • Diamond Offshore Drilling Inc • Drilling oil & gas wells • New York
June 6, 2000 Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Dear Sirs: Diamond Offshore Drilling, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to Credit Suisse First Boston...Diamond Offshore Drilling Inc • August 14th, 2000 • Drilling oil & gas wells • New York
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 22nd, 1997 • Diamond Offshore Drilling Inc • Drilling oil & gas wells • New York
1 EXHIBIT 4.2 THIRD SUPPLEMENTAL INDENTUREDiamond Offshore Drilling Inc • May 4th, 2001 • Drilling oil & gas wells • New York
EXHIBIT 4.1 DIAMOND OFFSHORE DRILLING, INC. AND THE CHASE MANHATTAN BANK, AS TRUSTEE INDENTURE DATED AS OF FEBRUARY 4, 1997 PROVIDING FOR ISSUANCE OF SECURITIES IN SERIES Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated...Diamond Offshore Drilling Inc • March 18th, 2002 • Drilling oil & gas wells • New York
DIAMOND OFFSHORE DRILLING, INC. 5.70% Senior Notes due 2039 Underwriting AgreementDiamond Offshore Drilling Inc • October 7th, 2009 • Drilling oil & gas wells • New York
individually or in the aggregate, have a material adverse effect on the business, results of operations or financial condition of the Company and its subsidiaries, taken as a whole or (iii) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on any of the Subsidiaries.
DIAMOND OFFSHORE DRILLING, INC. 7.875% Senior Notes due 2025 Underwriting AgreementUnderwriting Agreement • August 3rd, 2017 • Diamond Offshore Drilling, Inc. • Drilling oil & gas wells • New York
ASSET PURCHASE AGREEMENT BY AND BETWEEN DIAMOND M ONSHORE, INC.Asset Purchase Agreement • January 22nd, 1997 • Diamond Offshore Drilling Inc • Drilling oil & gas wells • Texas
BETWEENFourth Supplemental Indenture • September 1st, 2004 • Diamond Offshore Drilling Inc • Drilling oil & gas wells • New York
EXHIBIT 1.1Terms Agreement • January 17th, 1997 • Diamond Offshore Drilling Inc • Drilling oil & gas wells • Texas
EXHIBIT 4.3 DIAMOND OFFSHORE DRILLING, INC. 4.875% SENIOR NOTES DUE 2015 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • June 16th, 2005 • Diamond Offshore Drilling Inc • Drilling oil & gas wells • New York
EXHIBIT 4.2 FIFTH SUPPLEMENTAL INDENTUREDiamond Offshore Drilling Inc • June 16th, 2005 • Drilling oil & gas wells • New York
EXHIBIT 4.1Diamond Offshore Drilling Inc • January 17th, 1997 • Drilling oil & gas wells • New York
Commercial Paper Dealer Agreement Between: Diamond Offshore Drilling, Inc., as Issuer and [ ], as Dealer Concerning Notes to be issued pursuant to an Issuing and Paying Agent Agreement dated as of February 12, 2015 between the Issuer and [ ], as...Paper Dealer Agreement • February 12th, 2015 • Diamond Offshore Drilling Inc • Drilling oil & gas wells • New York
This agreement (this “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.
INDENTUREDiamond Offshore Drilling Inc • February 11th, 1997 • Drilling oil & gas wells • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2021 • Diamond Offshore Drilling, Inc. • Drilling oil & gas wells • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 8, 2021 (the “Effective Date”), and is made by and between Diamond Offshore Drilling, Inc., a Delaware corporation (the “Company”), and Bernie Wolford, Jr. (the “Executive”) (collectively the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section 23.
1 EXHIBIT 4.1 LOEWS CORPORATION 667 Madison Avenue New York, NY 10021-8087 September 16, 1997 Diamond Offshore Drilling, Inc. 15415 Katy Freeway Houston, TX 77094 Attention: Richard L. Lionberger Vice President, General Counsel and Secretary...Registration Rights Agreement • September 19th, 1997 • Diamond Offshore Drilling Inc • Drilling oil & gas wells
EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2010 • Diamond Offshore Drilling Inc • Drilling oil & gas wells • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Diamond Offshore Management Company. (“Company”), and Robert G. Blair (“Executive”), and is dated as of December 15, 2006.
LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND OFFSHORE INTERNATIONAL, L.L.C.Limited Liability Company Agreement • April 15th, 2021 • Diamond Offshore Drilling, Inc. • Drilling oil & gas wells
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of DIAMOND OFFSHORE INTERNATIONAL, L.L.C. (the “Company”) dated as of December 21, 2009 is executed and adopted by Diamond Offshore Services Company, a Delaware corporation (the “Member”).
5-YEAR REVOLVING CREDIT AGREEMENT dated as of October 2, 2018 among DIAMOND OFFSHORE DRILLING, INC., as the US Borrower, DIAMOND FOREIGN ASSET COMPANY, as the Foreign Borrower, The Lenders Party Hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • October 4th, 2018 • Diamond Offshore Drilling, Inc. • Drilling oil & gas wells • New York
5-YEAR REVOLVING CREDIT AGREEMENT dated as of October 2, 2018, among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (the “Parent” or the “US Borrower”), DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company (the “Foreign Borrower”), the LENDERS party hereto, the ISSUING BANKS party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender.
EXHIBIT 4.1 SUPPLEMENTAL INDENTURESupplemental Indenture • January 29th, 1997 • Diamond Offshore Drilling Inc • Drilling oil & gas wells • New York
Executive Officers Specimen] DIAMOND OFFSHORE DRILLING, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 20th, 2019 • Diamond Offshore Drilling, Inc. • Drilling oil & gas wells • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of the grant date set forth below (the “Grant Date”) and evidences the grant of the Award set forth below by Diamond Offshore Drilling, Inc., a Delaware corporation (the “Company”), to the individual named below (the “Grantee”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Diamond Offshore Drilling, Inc. Equity Incentive Compensation Plan (the “Plan”).
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 • Diamond Offshore Drilling, Inc. • 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.
SECTION 1. DEFINITIONSRegistration Rights Agreement • March 18th, 2002 • Diamond Offshore Drilling Inc • Drilling oil & gas wells • New York
1 1/2% CONVERTIBLE SENIOR DEBENTURES DUE 2031Purchase Agreement • May 4th, 2001 • Diamond Offshore Drilling Inc • Drilling oil & gas wells • New York
1 EXHIBIT 4.2 SUPPLEMENTAL INDENTURESupplemental Indenture • February 11th, 1997 • Diamond Offshore Drilling Inc • Drilling oil & gas wells • New York
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • August 3rd, 2015 • Diamond Offshore Drilling Inc • Drilling oil & gas wells
This Separation Agreement and General Release (“Agreement”) is entered into by John M. Vecchio (“Employee”) and Diamond Offshore Management Company and its parent, subsidiaries and affiliated companies (collectively the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2021 • Diamond Offshore Drilling, Inc. • 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 April 23, 2021, by and among Diamond Offshore Drilling, Inc. (the “Company”), the other parties signatory hereto and any additional parties identified on the signature pages of any joinder executed substantially in the form set forth in Exhibit A hereto and delivered pursuant hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2020 • Diamond Offshore Drilling, Inc. • Drilling oil & gas wells • Texas
THIS EMPLOYMENT AGREEMENT (together with its Exhibits, this “Agreement”) is made as of the 20th day of March, 2020 (the “Signing Date”), by and between Diamond Offshore Drilling, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Marc Edwards (the “Executive,” and, together with the Company, a “Party”);
DIAMOND OFFSHORE DRILLING, INC. TIME-VESTING RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 28th, 2024 • Diamond Offshore Drilling, Inc. • Drilling oil & gas wells • Texas
This TIME-VESTING RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of January 15, 2024 (the “Grant Date”) between Diamond Offshore Drilling, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), and is made pursuant to the terms of the Company’s 2021 Long-Term Stock Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
INDENTURE Dated as of April 23, 2021 Among DIAMOND FOREIGN ASSET COMPANY, DIAMOND FINANCE, LLC, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Indenture • April 29th, 2021 • Diamond Offshore Drilling, Inc. • Drilling oil & gas wells • New York
INDENTURE, dated as of April 23, 2021, among Diamond Foreign Asset Company, an exempted company formed under the laws of the Cayman Islands and a Wholly Owned Subsidiary of the Company (as defined below) (the “Cayman Issuer”), and Diamond Finance, LLC, a limited liability company organized and existing under the laws of the State of Delaware and a Wholly Owned Subsidiary of the Cayman Issuer (the “U.S. Issuer,” together with the Cayman Issuer, the “Issuers”), Diamond Offshore Drilling, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), the other Guarantors (as defined herein) listed on the signature pages hereto, Wilmington Savings Fund Society, FSB, as Trustee, and Wells Fargo Bank, National Association, as Collateral Agent.
Executive Officers Specimen] DIAMOND OFFSHORE DRILLING, INC. CASH INCENTIVE AWARD AGREEMENTCash Incentive Award Agreement • March 20th, 2019 • Diamond Offshore Drilling, Inc. • Drilling oil & gas wells • New York
This CASH INCENTIVE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the grant date set forth below (the “Grant Date”) and evidences the grant of the Awards set forth below by Diamond Offshore Drilling, Inc., a Delaware corporation (the “Company”), to the individual named below (the “Grantee”). Capitalized terms not defined herein shall have the meanings ascribed to them in The Diamond Offshore Drilling, Inc. Incentive Compensation Plan (the “Plan”).
DIAMOND OFFSHORE DRILLING, INC. EXECUTIVE PERFORMANCE-VESTING RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 28th, 2024 • Diamond Offshore Drilling, Inc. • Drilling oil & gas wells • Texas
This EXECUTIVE PERFORMANCE-VESTING RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of January 15, 2024 (the “Grant Date”) between Diamond Offshore Drilling, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), and is made pursuant to the terms of the Company’s 2021 Long-Term Stock Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
