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 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”).
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”).
DATED 5 February 2021 RELATIONSHIP AGREEMENT between NOBLE CORPORATION and THE INVESTORS SET FORTH ON SCHEDULE 1 HERETO and THE LEGACY NOTEHOLDERS ON SCHEDULE 2 HERETORelationship Agreement • February 8th, 2021 • Noble Finance Co • Drilling oil & gas wells • Delaware
ORDINARY SHARE PURCHASE WARRANT AGREEMENTOrdinary Share Purchase Warrant Agreement • February 8th, 2021 • Noble Finance Co • Drilling oil & gas wells • New York
This ORDINARY SHARE PURCHASE 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”).
NOBLE FINANCE COMPANY,Indenture • February 8th, 2021 • Noble Finance Co • Drilling oil & gas wells • New York
INDENTURE dated as of February 5, 2021, among NOBLE FINANCE COMPANY, a company incorporated in the Cayman Islands as an exempted company with limited liability with registration number 115769 (the “Company” or the “Issuer”), the Guarantors (as defined herein), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the Collateral Agent (as defined below), and as the trustee (in such capacity, the “Trustee”).
