EX-10.6




 Exhibit 10.6 
  


			
	



	  	CLIFFORD CHANCE LLP

 EXECUTION VERSION 

DATED 26 AUGUST 2022 
 THE
DRILLING COMPANY OF 1972 A/S 
 THE COMPANY 

THE RIG OWNERS NAMED HEREIN 
 AS
RIG OWNERS 
 THE MATERIAL INTRA-GROUP CHARTERERS NAMED HEREIN 

AS MATERIAL INTRA-GROUP CHARTERERS 

THE FINANCIAL INSTITUTIONS NAMED HEREIN 

AS HEDGE COUNTERPARTIES 
 DNB BANK
ASA 
 ACTING AS AGENT 
 AND 

DNB BANK ASA 
 ACTING AS SECURITY
AGENT 
  
  

AMENDMENT AGREEMENT RELATING TO A USD 

1,550,000,000 TERM AND REVOLVING FACILITIES 

AGREEMENT DATED 6 DECEMBER 2018 
  

 











 CONTENTS 
  

					
	Clause	  	Page	 
	 1. Definitions and Interpretation
	  	 	1	 
		
	 2. Representations
	  	 	2	 
		
	 3. Amendment and Waiver
	  	 	2	 
		
	 4. Continuity and Security Confirmations
	  	 	3	 
		
	 5. Fees, Costs and Expenses
	  	 	3	 
		
	 6. Miscellaneous
	  	 	4	 
		
	 7. Governing Law
	  	 	5	 
		
	 Schedule 1 The Obligors
	  	 	6	 
		
	 Schedule 2 Conditions Precedent
	  	 	7	 
		
	 Schedule 3 Amendments to Original Facility Agreement
	  	 	9	 
		
	 Part I Initial Amendments
	  	 	9	 
		
	 Part II Effective Date Amendments
	  	 	11	 
		
	 Schedule 4 Form of Effective Date Notice
	  	 	14	 
		
	 Schedule 5 Form of UK TopCo Guarantee
	  	 	16	 

  

  
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 THIS AGREEMENT is dated 26 August 2022 and made between: 

 

	(1)	 THE DRILLING COMPANY OF 1972 A/S (the “Company”); 



 

	(2)	 THE SUBSIDIARIES of the Company listed in Schedule 1 (The Obligors) as rig owners (the
“Rig Owners”); 


  

	(3)	 THE SUBSIDIARIES of the Company listed in Schedule 1 (The Obligors) as material intra-group
charterers (the “Material Intra-Group Charterers”); 


  

	(4)	 MAERSK DRILLING A/S, a company incorporated under the laws of Denmark, having its registered office at
Lyngby Hovedgade 85, 200 Kgs. Lyngby, Denmark, with CVR no. 32673821 (“Maersk Drilling”); 


  

	(5)	 DNB BANK ASA as agent of the other Finance Parties (the “Agent”);



  

	(6)	 DNB BANK ASA as security trustee for the Secured Parties (the “Security Agent”);
and 


  

	(7)	 THE FINANCIAL INSTITUTIONS named on the signing pages as Hedge Counterparties (the “Hedge
Counterparties”). 


 IT IS AGREED as follows: 
  

	1.	 DEFINITIONS AND INTERPRETATION 



 

	1.1	 Definitions 



In this Agreement: 

“Amended Facility Agreement” means the Original Facility Agreement, as amended by this Agreement. 

“Effective Date” means the date of the Effective Date Notice. 

“Effective Date Notice” means a notice in the form set out in in Schedule 4 (Form of Effective Date Notice). 

“Guarantee Obligations” means the guarantee and indemnity obligations of a Guarantor contained in the Original Facility
Agreement. 
 “Guarantor” means each of the Company, each Rig Owner and each Material Intra-Group Charterer. 

“Original Facility Agreement” means the term and revolving facilities agreement dated 6 December 2018 between, among
others, the Company, the Rig Owners, the Material Intra-Group Charterers, the financial institutions listed therein as Lenders, the Agent and the Security Agent, as amended and supplemented from time to time prior to the date of this Agreement. 


  
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 “Takeover” means the consummation of the Closing Date pursuant to, and as
defined in, the business combination agreement dated 10 November 2021 between, among others, the Company and UK TopCo. 
 “UK
TopCo” means Noble Corporation plc, a public limited company incorporated in England and Wales with company number 12958050 and any successor entity thereto. 

“UK TopCo Guarantee” means the guarantee to be executed by UK TopCo in favour of the Security Agent (for and on behalf of
itself, each Finance Party and each Hedge Counterparty), in the form set out at Schedule 5 (Form of UK TopCo Guarantee). 
  

	1.2	 Incorporation of defined terms 



 

	 	(a)	 Unless a contrary indication appears, a term defined in the Original Facility Agreement has the same meaning in
this Agreement. 


  

	 	(b)	 The principles of construction set out in the Original Facility Agreement shall have effect as if set out in
this Agreement. 


  

	1.3	 Clauses 



In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a
Clause in or a Schedule to this Agreement. 
  

	1.4	 Third party rights 



A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the
benefit of any term of this Agreement. 
  

	1.5	 Designation 



In accordance with the Original Facility Agreement, each of the Company and the Agent designates this Agreement as a Finance Document. 

 

	2.	 REPRESENTATIONS 



The Repeating Representations are deemed to be made by each Obligor (by reference to the facts and circumstances then existing) on the date of
this Agreement, and references to Finance Documents in the Repeating Representations should be construed as references to this Agreement. 
  

	3.	 AMENDMENT AND WAIVER 



 

	3.1	 Amendment of the Original Facility Agreement 



 

	 	(a)	 With effect on and from the date of this Agreement, the Original Facility Agreement shall be amended as set out
in Part I (Initial Amendments) of Schedule 3 (Amendments to Original Facility Agreement). 



  
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	 	(b)	 With effect on and from the Effective Date, the Amended Facility Agreement shall be further amended as set out
in Part II (Effective Date Amendments) of Schedule 3 (Amendments to Original Facility Agreement). 


  

	3.2	 Effective Date and conditions precedent 



 

	 	(a)	 The Agent shall notify the Company and the Lenders promptly upon receipt by the Agent of each of the documents
and evidence listed in Schedule 2 (Conditions Precedent) in a form and substance reasonably satisfactory to the Agent (having regard to the requirements for the forms of such documents and evidence specified in Schedule 2 (Conditions
Precedent) (where specified)). 


  

	 	(b)	 The Company shall (and shall procure that UK TopCo shall) promptly execute and deliver to the Agent the
Effective Date Notice on the date the Takeover is completed or, if later, the date on which the Company receives the Agent’s notification under Clause 3.2(a). 



 

	4.	 CONTINUITY AND SECURITY CONFIRMATIONS 



 

	4.1	 Continuing obligations 



The provisions of the Original Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full
force and effect. 
  

	4.2	 Confirmation of Guarantee Obligations 



For the avoidance of doubt, each Guarantor confirms for the benefit of the Finance Parties that all Guarantee Obligations owed by it under the
Amended Facility Agreement shall (a) remain in full force and effect notwithstanding the amendments referred to in Clause 3.1 (Amendment of the Original Facility Agreement), and (b) extend to any new obligations assumed by
any Obligor under the Finance Documents as a result of this Agreement (including, but not limited to, under the Amended Facility Agreement). 
  

	4.3	 Confirmation of Security 



For the avoidance of doubt, each Obligor and Maersk Drilling confirms for the benefit of the Finance Parties that the Security created by it
pursuant to each Security Document to which it is a party shall (a) remain in full force and effect notwithstanding the amendments referred to in Clause 3.1 (Amendment of the Original Facility Agreement), and (b) continue to
secure its Secured Obligations under the Finance Documents as amended (including, but not limited to, under the Amended Facility Agreement). 
  

	5.	 FEES, COSTS AND EXPENSES 



 

	5.1	 Transaction expenses 



The Company shall within five Business Days of demand (provided that such demand is accompanied by sufficient information to make the relevant
payment) pay the Agent and the Security Agent the amount of all pre-agreed external legal fees reasonably 

  
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incurred by any of them in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement. 

 

	5.2	 Amendment fee 



On the Effective Date (or, if that date is not a Business Day, on the next Business Day thereafter), the Company shall pay to the Agent (for
the account of each Lender) an amendment fee in the Base Currency equal to zero point five per cent. (0.5%) of the relevant Lender’s Commitments outstanding as at the Effective Date. 

 

	6.	 MISCELLANEOUS 



 

	6.1	 UK TopCo Guarantee – appointment of the Security Agent 



Each of the Agent (for and on behalf of itself and the other Finance Parties) and each Hedge Counterparty (a) appoints the Security Agent
as its agent under and in connection with the UK TopCo Guarantee, and (b) authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given
to the Security Agent under or in connection with the UK TopCo Guarantee together with any other incidental rights, powers, authorities and discretions, in each case, subject to the provisions of clause 15 (The Security Agent) (other than
clause 15.1 (Security Agent as trustee) of the Intercreditor Agreement as if references in those clauses to a “Debt Document” included a reference to the UK TopCo Guarantee. 

 

	6.2	 UK TopCo Guarantee – role of UK TopCo 



Notwithstanding the provision of the UK TopCo Guarantee, UK TopCo shall not constitute a Guarantor or an Obligor or (for the avoidance of any
doubt) a member of the Group and the UK TopCo Guarantee shall not constitute a Finance Document, in each case, for the purpose of any Finance Document, provided that, from the Effective Date and for the purposes of clauses 27.1 (Non-payment), 27.7 (Insolvency), 27.8 (Insolvency proceedings), 27.9 (Creditors’ process), 40 (Amendments and Waivers), 41 (Confidential Information) and the definition of
“Confidential Information” of the Amended Facility Agreement only, references to “Obligor” and “Group” shall be deemed to include a reference to UK TopCo in such clauses and definition, and references to a “Finance
Document” shall be deemed to include the UK TopCo Guarantee in such clauses and definition. 
  

	6.3	 Incorporation of terms 



The provisions of clause 36 (Notices), clause 38 (Partial invalidity), clause 39 (Remedies and waivers) and
clause 46 (Enforcement) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” or “the Finance
Documents” are references to this Agreement. 
  

	6.4	 Counterparts 



This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a
single copy of this Agreement. 

  
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	6.5	 Entire agreement 



Except in relation to each consent letter executed between a Finance Party and/or Hedge Counterparty and the Company in respect of the matters
set out in this Agreement, this Agreement constitutes the entire agreement between the Obligors, the Finance Parties and the Hedge Counterparties in relation to the matters contained herein and supersedes any previous agreement, whether express or
implied, regarding the matters contained herein. 
  

	7.	 GOVERNING LAW 



This Agreement and any non-contractual obligations arising out of or in connection with it are governed
by English law. 
 This Agreement has been entered into on the date stated at the beginning of this Agreement. 

  
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 SCHEDULE 1 

THE OBLIGORS 
  

			
	Name of Rig Owner	  	Registration number (or equivalent, if any)
		
	Maersk Drilling Holdings Singapore Pte. Ltd.	  	201026664E
		
	Maersk Highlander UK Ltd	  	10195411
		
	Maersk Drilling International A/S	  	34081182
		
	Maersk Drillship I Singapore Pte. Ltd.	  	201321036K
		
	Name of Material Intra-Group Charterer	  	Registration number (or equivalent, if any)
		
	Maersk Highlander UK Limited, Singapore Branch	  	T17FC0094A
		
	Maersk Drilling Services A/S	  	24206998
		
	Maersk Invincible Norge A/S	  	35230335
		
	Maersk Reacher Operations AS	  	921 289 510
		
	Maersk Drilling Australia Pty. Ltd.	  	ACN 106 414 108


  
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 SCHEDULE 2 

CONDITIONS PRECEDENT 
  

	1.	 Obligors 


  

	 	(a)	 A copy of the constitutional documents of each Obligor and Maersk Drilling or a certificate of an authorised
signatory of each relevant Obligor and Maersk Drilling certifying that the constitutional documents previously delivered to the Agent in connection with the Original Facility Agreement have not been amended and remain in full force and effect.



  

	 	(b)	 A copy of a resolution of the board of directors of each Obligor and Maersk Drilling: 



 

	 	(i)	 approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this
Agreement; and 


  

	 	(ii)	 authorising a specified person or persons to execute this Agreement on its behalf, 



substantially in the latest form provided to the Lenders by each Obligor and Maersk Drilling under or in connection with the Finance Documents.

  

	 	(c)	 A specimen of the signature of each person authorised by the resolution referred to in paragraph
(b) above. 


  

	 	(d)	 A certificate of an authorised signatory of the relevant Obligor and Maersk Drilling certifying that each copy
document relating to it specified in this paragraph 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement, substantially in the latest form provided to the Lenders by each Obligor under or in
connection with the Finance Documents. 


  

	2.	 Supplemental Security  



A copy of each of the following Security Documents, expressed to be second ranking, duly executed by Maersk Highlander UK Ltd and, if required,
the Security Agent: 
  

	 	(a)	 in respect of the Collateral Rig “Maersk Highlander”: 



 

	 	(i)	 Deed of Covenants; and 



 

	 	(ii)	 Insurance Assignment; and 



 

	 	(b)	 Account Charge, 



and, in each case, any notice or other document required to be provided under each such Security Document. 

 

	3.	 UK TopCo 



 

	 	(a)	 Certified copies of the constitutional documents of the UK TopCo. 



  
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	 	(b)	 A copy of a resolution of the board of directors of UK TopCo: 



 

	 	(i)	 approving the terms of, and the transactions contemplated by, the UK TopCo Guarantee and resolving that it
execute the UK TopCo Guarantee; and 


  

	 	(ii)	 authorising a specified person or persons to execute the UK TopCo Guarantee on its behalf.



  

	 	(c)	 A certificate of an authorised signatory of the UK TopCo certifying that each copy document relating to it
specified in this paragraph 3 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement, in the latest form provided to the Lenders by UK TopCo under or in connection with the Finance Documents.



  

	 	(d)	 A copy of the UK TopCo Guarantee executed by UK TopCo. 



 

	4.	 Legal Opinions 



Each of: 
  

	 	(a)	 a legal opinion of Watson Farley & Williams LLP, legal advisers to the Agent in England, as to the
capacity of the Obligor incorporated in England and Wales and UK TopCo to enter into this Agreement or the UK TopCo Guarantee (as applicable) and the enforceability of this Agreement, the UK TopCo Guarantee and the supplemental Security Documents
referred to in paragraph 2 of this Schedule 2; 


  

	 	(b)	 a legal opinion of Wong Tan & Molly Lim LLC, formal law alliance partner of Watson Farley &
Williams Singapore, legal advisers to the Agent in Singapore, as to the capacity of each Obligor incorporated in Singapore to enter into this Agreement; 


  

	 	(c)	 a legal opinion of Kromann Reumert, legal advisers to the Agent in Denmark, as to the capacity of each Obligor
incorporated in Denmark to enter into this Agreement; 


  

	 	(d)	 a legal opinion of Wikborg Rein Advokatfirma AS, legal advisers to the Agent in Norway, as to the capacity of
the Obligor incorporated in Norway to enter into this Agreement; and 


  

	 	(e)	 a legal opinion of HWL Ebsworth Lawyers, legal advisers to the Agent in Australia, as to the capacity of the
Obligor incorporated in Australia to enter into this Agreement, 


 in each case, substantially in the latest form of such
opinion provided to the Lenders by such legal adviser under or in connection with the Finance Documents (with such changes as a required due to changes in law or such legal adviser’s internal policies). 

  
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 SCHEDULE 3 

AMENDMENTS TO ORIGINAL FACILITY AGREEMENT 

PART I 
 INITIAL
AMENDMENTS 
  

	1.	 Definitions 



Clause 1.1 (Definitions) shall be amended as follows: 
  

	 	(a)	 the definition of “ECA Lender” shall be deleted in its entirety and replaced with the following:



 “”ECA Lender” means Eksportfinansiering Norge.”; and 

 

	 	(b)	 the definitions of “ECA Guarantor” and “GIEK Guarantee” and all references to such terms in
the Facility Documents shall be deleted. 


  

	2.	 Merger of ECA Guarantor and ECA Lender 



 

	2.1	 Clauses 1.4(b), 11.6 (Mandatory prepayment – Cessation of GIEK Guarantee), 22 (GIEK
Guarantee), 28.3(b) and 28.4(b) shall be deleted and replace with the words “[Intentionally omitted]”. 


  

	2.2	 Clause 15.5 (ECA Guarantee Commission) shall be deleted in its entirety and replaced with the following:



 “15.5 ECA risk premium 

The Company shall pay to the ECA Lender a risk premium in the amount and at the times agreed in the fee letter between the Company and the ECA
Lender dated 17 June 2022.”. 
  

	2.3	 Clause 28.2 (Company consent) shall be deleted in its entirety and replaced with the following:



 “28.2 Company consent 
  

	 	(a)	 Subject to Clause 28.9 (Sub-participations), the consent of the
Company is required for an assignment, transfer, sub-participation or sub-contract by an Existing Lender, unless the assignment, transfer,
sub-participation or sub-contract is made by the Existing Lender: 


  

	 	(i)	 to another Lender or an Affiliate of any Lender; or 



 

	 	(ii)	 at a time when an Event of Default is continuing. 



 

	 	(b)	 The consent of the Company to an assignment, transfer,
sub-participation or sub-contract must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten Business Days after the Existing
Lender has requested it unless consent is expressly refused by the Company within that time.” 



  
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	2.4	 Clause 31.18(a) shall be deleted in its entirety and replaced with the following: 



 

	 	“(a)	 The Agent shall as agent for the ECA Lender have the following duties: 



 

	 	(i)	 to inform the Company of interest, instalments and other amounts due from the Company to the ECA Lender, and
fees due from the Company to the ECA Lender in accordance with Clause 15.5 (ECA risk premium); 


  

	 	(ii)	 to notify the ECA Lender of any non-payment of any principal, interest,
fees or other amount payable to the ECA Lender under this Agreement; 


  

	 	(iii)	 to notify the ECA Lender (i) of any failure by the Company to deliver the documents required to be
delivered under Clause 24.1 (Financial Statements) or Clause 24.2 (Compliance Certificate), (ii) in the event any of the insurances required to be maintained under paragraph 1.2 (Maintenance of Insurances) of Part II of Schedule
17 (Collateral Rigs and Insurance Undertakings) reaches its expiry date without relevant evidence of renewal being presented to it as Agent, and (iii) to forward to the ECA Lender the original or a copy of any document which is delivered
to it as Agent by or on behalf of the insurers, hereunder any notice of non-renewal of the relevant insurances; 


  

	 	(iv)	 to forward to the ECA Lender the original or a copy of any document which is delivered to the Agent for the ECA
Lender by the Company; 


  

	 	(v)	 unless otherwise instructed by the Majority Lenders, request from the Company that any non-compliance contemplated by (ii) or (iii) above be immediately remedied (if capable of remedy); and 


  

	 	(vi)	 to keep and hold the originals of the Security Documents.” 



 

	2.5	 Clause 40.3(b) shall be deleted in its entirety and replaced with the following: 



 

	 	“(b)	 An amendment or waiver of any term of any Finance Document that has the effect of changing or which relates to
Clause 11.5 (Mandatory prepayment – Refinancing of Facility A) shall not be made without the prior consent of the ECA Lender.” 


  

	2.6	 Part II (The Original Lenders) of Schedule 1 (The Original Parties) shall be amended by deleting
reference to “Eksportkreditt Norge AS” and replacing it with reference to “Eksportfinansiering Norge”. 



  
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 PART II 

EFFECTIVE DATE AMENDMENTS 
  

	1.	 Definitions and interpretation 



 

	 	(a)	 Clause 1.1 (Definitions) shall be amended by inserting new definitions of “UK TopCo” and
“UK TopCo Guarantee” in alphabetical order as follows: 


 “”UK TopCo” means Noble
Corporation plc, a public limited company incorporated in England and Wales with company number 12958050 and any successor entity thereto.”; and 

“”UK TopCo Guarantee” means the guarantee executed by UK TopCo in favour of the Security Agent.”. 

 

	 	(b)	 A new clause 1.5 (UK TopCo Guarantee) shall be inserted as follows: 



“1.5 UK TopCo Guarantee 

Notwithstanding the provision of the UK TopCo Guarantee, UK TopCo shall not constitute a Guarantor or an Obligor or (for the avoidance of any
doubt) a member of the Group and the UK TopCo Guarantee shall not constitute a Finance Document, in each case, for the purpose of any Finance Document, provided that, for the purposes of Clauses 27.1
(Non-payment), 27.7 (Insolvency), 27.8 (Insolvency proceedings), 27.9 (Creditors’ process), 40 (Amendments and Waivers), 41 (Confidential Information) and the
definition of “Confidential Information” only, references to “Obligor” and “Group” shall be deemed to include a reference to UK TopCo in such Clauses and definition, and references to a “Finance Document”
shall be deemed to include the UK TopCo Guarantee in such Clauses and definition.” 
  

	2.	 Change of control 



Clause 11.4 (Change of control) shall be deleted in its entirety and replaced with the following: 

“11.4 Change of control 
  

	 	(a)	 If: 


  

	 	(i)	 any person or group of persons acting in concert other than the Majority Shareholders gains control, directly
or indirectly, of more than 50% of the voting and/or ordinary shares of UK TopCo; 


  

	 	(ii)	 UK TopCo ceases to own, directly or indirectly, 50.01% of the voting and/or ordinary shares of the Company; or



  

	 	(iii)	 the Majority Shareholders cease to own, directly or indirectly, at least 20% of the voting and/or ordinary
shares of UK TopCo, 



  
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 then in each case: 

 

	 	(A)	 the Company shall promptly notify the Agent upon becoming aware of that event following which the Lenders shall
negotiate in good faith with the Company for a period of 60 days with a view to agreeing terms and conditions that are acceptable to the Company and the Lenders for continuing the Facilities (the “Negotiation Period”);



  

	 	(B)	 during the Negotiation Period, a Lender shall not be obliged to fund a Utilisation except for a Rollover Loan;



  

	 	(C)	 if no agreement is reached within the Negotiation Period, the Agent shall, if a Lender so requires not later
than 30 days after the end of the Negotiation Period, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Utilisations and Ancillary Outstandings of that Lender or Affiliate of that Lender, together
with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding Utilisations and amounts will become immediately due and
payable. 


  

	 	(b)	 For the purpose of paragraph (a) above: 



 

	 	(i)	 “acting in concert” means acting together pursuant to an agreement or understanding (whether
formal or informal); 


  

	 	(ii)	 “Majority Shareholders” means A.P. Møller Holding A/S, A.P. Møller –
Mærsk A/S, A.P. Møller og Hustru Chastine Mc-Kinney Møllers Familiefond or Den A.P. Møllerske Støttefond; and 



 

	 	(iii)	 “control” means the power (by way of ownership of shares, proxy, contract or otherwise) to
cast, or control the casting of, votes that might be cast at a general meeting of UK TopCo.” 


  

	3.	 Increase of Margin 



Clause 12.1 (Calculation of interest) shall be deleted in its entirety and replaced with the following: 

“12.1 Calculation of interest 
  

	 	(a)	 The rate of interest on each Facility A Loan and Revolving Facility Loan for each Interest Period is the
percentage rate per annum which is the aggregate of the applicable: 



  
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	 	(i)	 Margin, plus the percentage per annum for the applicable time period as set out in the table below:



  

					
	 Applicable time period
	  	Percentage
per annum	 
	 From twelve (12) months prior to the Termination Date for Facility A and the Revolving
Facility until (but excluding) the date falling nine (9) months prior to the Termination Date for Facility A and the Revolving Facility
	  	 	1.00	 
	 From nine (9) months prior to the Termination Date until (but excluding) the date falling six
(6) months prior to the Termination Date for Facility A and the Revolving Facility
	  	 	1.50	 
	 From six (6) months prior to the Termination Date for Facility A and the Revolving
Facility
	  	 	2.00	 

 (in each case, such increased Margin shall be the “Margin” for all purposes of this Agreement and
the other Finance Documents); and 
  

	 	(ii)	 LIBOR or, in relation to any Loan in euro, EURIBOR or, in relation to any Loan in a Non-LIBOR Currency, the Benchmark Rate for that currency, 


 provided
that, the rate of interest shall not in any case be less than zero. 
  

	 	(b)	 The rate of interest on each Facility B Loan is the CIRR Interest Rate of 2.02 per cent. per annum.
Interest in relation to each Facility B Loan shall be calculated on the basis of a 360 (three hundred and sixty) day year and a thirty (30) day month on each Utilisation of Facility B or on the Facility B Loan (as the case may be) and if there
is a period of less than thirty (30) days, on the actual number of days elapsed, based on a thirty (30) day month.” 


  

	4.	 All Lender matters 



Clauses 40.2(h)(i) and 40.2(i) shall each be amended by inserting the words “or the UK TopCo Guarantee” after the words “under
Clause 21 (Guarantee and indemnity)”. 

  
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 SCHEDULE 4 

FORM OF EFFECTIVE DATE NOTICE 
  

	To:	 DNB Bank ASA as agent of the other Finance Parties 



Amendment agreement dated [•] relating to a USD 1,550,000,000 term and revolving facilities agreement dated 6 December 2018 (the “Amendment
Agreement”) 
 We refer to the Amendment Agreement. Terms defined in the Amendment Agreement have the same meaning in this notice. 

This is the Effective Date Notice. 
 We hereby confirm that the
Takeover has completed or is being completed contemporaneously with the delivery of this Effective Date Notice. For the purpose of the Amendment Agreement, the Effective Date is the date of this notice and the amendment of the Amended Facility
Agreement in accordance with Part II (Effective Date Amendments) of Schedule 3 (Amendments to Original Facility Agreement) is now effective. 

Dated: _______________ 
 [Signature page
follows] 

  
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	The Company	  		  	
			
	SIGNED for and on behalf of	  		  	
	THE DRILLING COMPANY OF 1972 A/S	  		  	
					
	By:	  	  
	  		  	By:	  	  

					
	Title:	  	  
	  		  	Title:	  	  

		  		  		  		  	

  

			
	UK TopCo
	
	SIGNED for and on behalf of
	NOBLE CORPORATION PLC
		
	By:	 	  

		
	Title:	 	  



  
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 SCHEDULE 5 

FORM OF UK TOPCO GUARANTEE 

  
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 SIGNATURES 
  

									
	The Company	  		  		  	
				
	SIGNED for and on behalf of	  		  		  	
	THE DRILLING COMPANY OF 1972 A/S	  		  		  	
					
	By:	  	 /s/ Klaus Greven Kristensen
	  		  	By:	  	 /s/ Morten Reinholdt Nielsen

	Title:	  	 General Counsel
 Attorney-in-Fact
	  		  	Title:	  	 VP, Head of tax, treasury & insurance

Attorney-in-Fact



  
 Signature page to the
Amendment Agreement. 













									
	The Rig Owners	  		  		  	
				
	SIGNED for and on behalf of	  		  		  	
	MAERSK DRILLING HOLDINGS SINGAPORE PTE. LTD.	  		  		  	
					
	By:	  	 /s/ Klaus Greven Kristensen
	  		  	By:	  	 /s/ Morten Reinholdt Nielsen

	Title:	  	 General Counsel
 Attorney-in-Fact
	  		  	Title:	  	 VP, Head of tax, treasury & insurance

Attorney-in-Fact

				
	SIGNED for and on behalf of	  		  		  	
	MAERSK DRILLSHIP I SINGAPORE PTE. LTD.	  		  		  	
					
	By:	  	 /s/ Klaus Greven Kristensen
	  		  	By:	  	 /s/ Morten Reinholdt Nielsen

	 Title:
	  	 General Counsel
 Attorney-in-Fact
	  		  	 Title:
	  	 VP, Head of tax, treasury & insurance

Attorney-in-Fact

				
	SIGNED for and on behalf of	  		  		  	
	MAERSK HIGHLANDER UK LTD	  		  		  	
					
	By:	  	 /s/ Klaus Greven Kristensen
	  		  	By:	  	 /s/ Morten Reinholdt Nielsen

	 Title:
	  	Company secretary	  		  	 Title:
	  	 VP, Head of tax, treasury & insurance

Attorney-in-Fact

				
	SIGNED for and on behalf of	  		  		  	
	MAERSK DRILLING INTERNATIONAL A/S	  		  		  	
					
	By:	  	 /s/ Klaus Greven Kristensen
	  		  	By:	  	 /s/ Morten Reinholdt Nielsen

	 Title:
	  	Director	  		  	 Title:
	  	 VP, Head of tax, treasury & insurance

Attorney-in-Fact


  

  
 Signature page to the
Amendment Agreement. 













									
	 The Material Intra-Group Charterers
  
	 		 		 	
	SIGNED for and on behalf of	 		 		 	
	MAERSK HIGHLANDER UK LIMITED, SINGAPORE BRANCH	 		 		 	
					
	By:	 	 /s/ Klaus Greven Kristensen
	 		 	By:	 	 /s/ Morten Reinholdt Nielsen

	Title:	 	Company Secretary	 		 	Title:	 	 VP, Head of tax, treasury & insurance

Attorney-in-Fact

				
	SIGNED for and on behalf of	 		 		 	
	MAERSK DRILLING SERVICES A/S	 		 		 	
					
	By:	 	 /s/ Klaus Greven Kristensen
	 		 	By:	 	 /s/ Morten Reinholdt Nielsen

	Title:	 	Attorney-in-Fact	 		 	Title:	 	 VP, Head of tax, treasury & insurance

Attorney-in-Fact

				
	SIGNED for and on behalf of	 		 		 	
	MAERSK INVINCIBLE NORGE A/S	 		 		 	
					
	By:	 	 /s/ Klaus Greven Kristensen
	 		 	By:	 	 /s/ Morten Reinholdt Nielsen

	Title:	 	Director	 		 	Title:	 	 VP, Head of tax, treasury & insurance

Attorney-in-Fact



  
 Signature page to the
Amendment Agreement. 













									
	 SIGNED for and on behalf of
	 		 		 	
	 MAERSK REACHER OPERATIONS AS
	 		 		 	
					
	By:	 	 /s/ Klaus Greven Kristensen
	 		 	By:	 	 /s/ Morten Reinholdt Nielsen

	Title:	 	 General Counsel
 Attorney-in-Fact
	 		 	Title:	 	 VP, Head of tax, treasury & insurance

Attorney-in-Fact


  
  

							
	SIGNED for and on behalf of
	MAERSK DRILLING AUSTRALIA PTY. LTD (ACN 106 414 108) by its attorney under power of attorney in the presence of:
				
	 /s/ Camilla Richmann

Signature of witness
	 		 		 	 /s/ Klaus Greven Kristensen

Signature of attorney

				
	 Camilla Richmann

Name of witness (print)
	 		 		 	 Klaus Greven Kristensen

Name of attorney (print)

				
	 /s/ Camilla Richmann

Signature of witness
	 		 		 	 /s/ Morten Reinholdt Nielsen

Signature of attorney

				
	 Camilla Richmann

Name of witness (print)
	 		 		 	 Morten Reinholdt Nielsen

Name of attorney (print)

		 		 		 	  
 17 August 2022

Date of power of attorney
  

By executing this document the attorney states that the attorney has received no notice of revocation of the power of

attorney



  
 Signature page to the
Amendment Agreement. 













									
	 Other Debtor
  
	 		 		 	
	SIGNED for and on behalf of	 		 		 	
	MAERSK DRILLING A/S	 		 		 	
					
	By:	 	 /s/ Klaus Greven Kristensen
	 		 	By:	 	 / s/ Morten Reinholdt Nielsen

	Title:	 	Director	 		 	Title:	 	 VP, Head of tax, treasury & insurance

Attorney-in-Fact



  
 Signature page to the
Amendment Agreement. 













			
	 The Agent

	
	 SIGNED for and on behalf of

	 DNB BANK ASA

		
	By:	 	 /s/ Jack Oldbury

	Title:	 	Attorney-in-fact
	
	 The Security Agent

	
	 SIGNED for and on behalf of

	 DNB BANK ASA

		
	By:	 	 /s/ Jack Oldbury

	Title:	 	Attorney-in-fact


  
 Signature page to the
Amendment Agreement. 













			
	The Hedge Counterparties
	
	SIGNED for and on behalf of
	NYKREDIT BANK A/S
		
	By:	 	 /s/ Henrik Michaelsen

	Title:	 	Managing Director
	
	SIGNED for and on behalf of
	SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
		
	By:	 	 /s/ Erling Amundsen

	Title:	 	Attorney-at-Law
	
	SIGNED for and on behalf of
	NORDEA BANK ABP
		
	By:	 	 /s/ Didrik B. Wahl

	Title:	 	Associate Director
	
	SIGNED for and on behalf of
	ING BANK N.V.
		
	By:	 	 /s/ Thomas Brouwer

	Title:	 	Director


  
 Signature page to the
Amendment Agreement. 













			
	 SIGNED for and on behalf of

	 DANSKE BANK A/S

		
	By:	 	 /s/ Jakob Hjorngaard

	Title:	 	Senior Banker
	
	 SIGNED for and on behalf of

	 BNP PARIBAS

		
	By:	 	 /s/ Emmanuelle Scoubart

	Title:	 	Authorized Signatory
	
	 SIGNED for and on behalf of

	 DNB BANK ASA

		
	By:	 	 /s/ Knut Ola Skotvedt

	Title:	 	Senior Vice President

 Signature page to the Amendment Agreement.