Exhibit 99.5
_____________ ___, 2004
EXCHANGE AGENT AGREEMENT
The Bank of New York Trust Company, N.A.
Plaza of the Americas
Corporate Trust Division
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Ladies and Gentlemen:
Noble Energy, Inc., a Delaware corporation (the "Company"), proposes to
make an offer (the "Exchange Offer") to exchange up to $200,000,000 aggregate
principal amount of its 5.25% Notes due 2014 (the "Exchange Notes"), for a like
principal amount of its outstanding 5.25% Notes Due 2014 (the "Outstanding
Notes"). The terms and conditions of the Exchange Offer as currently
contemplated are set forth in a prospectus (the "Prospectus" included in the
registration statement of the Company on Form S-4 (File Nos. 333- and 333- ),
[as amended (the "Registration Statement"))] filed with the Securities and
Exchange Commission (the "SEC"), and proposed to be distributed to all record
holders of the Outstanding Notes who acquired such Outstanding Notes pursuant to
an exemption from the registration requirements under the Securities Act of
1933, as amended (the "Securities Act"). The Outstanding Notes and the Exchange
Notes are collectively referred to herein as the "Notes" or the "Securities."
Capitalized terms used herein and not defined shall have the respective meanings
ascribed to them in the Prospectus or the accompanying Letter of Transmittal (as
defined below).
The Company hereby appoints The Bank of New York Trust Company, N.A. to
act as exchange agent (the "Exchange Agent") in connection with the Exchange
Offer. References hereinafter to "you" shall refer to The Bank of New York Trust
Company, N.A.
The Exchange Offer is expected to be commenced by the Company on or about
____________ ___, 2004, after the Registration Statement filed by the Company is
declared effective under the Securities Act (the "Effective Time"), which shall
be on or about ____________ ___, 2004. The letter of transmittal ("Letter of
Transmittal") accompanying the Prospectus is to be used by the holders of the
Outstanding Notes to accept the Exchange Offer, and contains instructions with
respect to the delivery of Outstanding Notes tendered. The Exchange Agent's
obligations with respect to receipt and inspection of the Letter of Transmittal
in connection with the Exchange Offer shall be satisfied for all purposes hereof
by inspection of the electronic message transmitted to the Exchange Agent by
Exchange Offer participants in accordance with the Automated Tender Offer
Program ("ATOP") of the Depositary Trust Company ("DTC"), and by otherwise
observing and complying with all procedures established by DTC in connection
with ATOP, to the extent that ATOP is utilized by Exchange Offer participants.
The Exchange Offer shall expire at 5:00 p.m., New York City time, on ,
2004 or on such later date or time to which the Company may extend the Exchange
Offer (the "Expiration Date"). Subject to the terms and conditions set forth in
the Prospectus, the Company
expressly reserves the right to extend the Exchange Offer from time to time and
may extend the Exchange Offer by giving oral (confirmed in writing) or written
notice to you at any time before 9:00 a.m., New York City time, on the business
day following the previously scheduled Expiration Date, and in such case the
term "Expiration Date" shall mean the time and date on which such Exchange Offer
as so extended shall expire.
The Company expressly reserves the right, in its sole discretion, to
delay, amend or terminate the Exchange Offer, and not to accept for exchange any
Outstanding Notes not theretofore accepted for exchange upon the occurrence of
certain events, including any of the conditions of the Exchange Offer specified
in the Prospectus under the caption "The Exchange Offer -- Conditions to the
Exchange Offer." The Company will give to you as promptly as practicable oral
(confirmed in writing) or written notice of any delay, amendment, termination or
non-acceptance.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are specifically
set forth herein or in the section of the Prospectus captioned "The Exchange
Offer", or in the Letter of Transmittal accompanying the Prospectus and such
duties which are necessarily incidental thereto; provided however, that in no
way will your general duty to act in good faith be discharged by the foregoing.
2. You will establish a book-entry account with respect to the Outstanding
Notes at The Depository Trust Company (the "Book-Entry Transfer Facility") for
purposes of the Exchange Offer within two business days after the date of this
Exchange Agent Agreement (the "Agreement"), and any financial institution that
is a participant in the Book-Entry Transfer Facility's systems may make
book-entry delivery of the Outstanding Notes by causing the Book-Entry Transfer
Facility to transfer such Outstanding Notes into your account in accordance with
the Book-Entry Transfer Facility's procedure for such transfer.
3. As soon as practicable after receipt, you are to examine each of the
Letters of Transmittal and certificates for Outstanding Notes (or confirmation
of book-entry transfers into your account at the Book-Entry Transfer Facility)
and any other documents delivered or mailed to you by or for holders of the
Outstanding Notes in connection with tenders of Outstanding Notes, to ascertain
whether: (i) the Letters of Transmittal, certificates and any such other
documents are duly executed and properly completed in accordance with
instructions set forth therein and in the Prospectus and that such book-entry
confirmations are in due and proper form and contain the information required to
be set forth therein, and (ii) the Outstanding Notes have otherwise been
properly tendered in accordance with the Prospectus and the Letter of
Transmittal. In each case where (i) the Letter of Transmittal or any other
document has been improperly completed or executed, (ii) book-entry
confirmations are not in due and proper form or omit certain information or
(iii) any of the certificates for Outstanding Notes are not in proper form for
transfer or some other irregularity in connection with the acceptance of the
Exchange Offer exists, you will endeavor to inform the presenters of the need
for fulfillment of all requirements and to take any other action as may be
necessary or advisable to cause such irregularity to be corrected. If such
condition is not promptly remedied by the presenters, you shall report such
condition to the Company and await its direction. All questions as to the
validity, form, eligibility (including timelines of receipt), acceptance and
withdrawal of any Outstanding Notes tendered or delivered by the Company shall
be determined by the Company, in its sole discretion.
4. With the approval of any of the Chief Executive Officer, Chief
Financial Officer or Secretary of the Company (such approval, if given orally,
promptly to be confirmed in writing) or any other party designated by such
officer in writing, you are authorized to waive any irregularities in connection
with any tender of Outstanding Notes pursuant to the Exchange Offer.
5. Tenders of Outstanding Notes may be made only as set forth in the
Letter of Transmittal and in the section of the Prospectus captioned "The
Exchange Offer -- Procedures for Tendering Outstanding Notes" and Outstanding
Notes shall be considered properly tendered to you only when tendered in
accordance with the procedures set forth therein. Notwithstanding the provisions
of this paragraph 5, Outstanding Notes which the Chief Executive Officer, Chief
Financial Officer or the Secretary of the Company or any other party designated
by any such officer in writing shall approve as having been properly tendered
shall be considered to be properly tendered (such approval, if given orally,
promptly shall be confirmed in writing).
6. You shall advise the Company with respect to any Outstanding Notes
delivered subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Outstanding Notes.
7. The Company reserves the absolute right (i) to reject any or all
tenders of any particular Outstanding Notes determined by the Company not to be
in proper form or the acceptance or exchange of which may, in the opinion of the
Company's counsel, be unlawful and (ii) to waive any of the conditions of the
Exchange Offer or any defect or irregularity in the tender of any particular
Outstanding Notes, and the Company's determination of the terms and conditions
of the Exchange offer (including the Letter of Transmittal and Notice of
Guaranteed Delivery and the instructions set forth therein) will be final and
binding.
8. You shall accept tenders:
(a) in cases where the Outstanding Notes are registered in two or
more names only if signed by all named holders;
(b) in cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity only when
proper evidence of his or her authority so to act is submitted; and
(c) from persons other than the registered holder of Outstanding
Notes provided that customary transfer requirements, including (i) any
endorsement of the Outstanding Note or delivery of a properly completed bond
power, in either case duly executed by each registered holder, (ii) payment of
applicable transfer taxes, and (iii) the requirements imposed by the transfer
restrictions on the Outstanding Notes (including any applicable requirements for
certifications, legal opinion or other information) are fulfilled.
You shall accept partial tenders of Outstanding Notes where so
indicated and as permitted in the Letter of Transmittal and deliver certificates
for Outstanding Notes to the transfer agent for the Outstanding Notes for
split-up and return any untendered Outstanding Notes to the holder (or such
other person as may be designated in the Letter of Transmittal) as promptly as
practicable after expiration or termination of the Exchange Offer.
9. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice if given orally, promptly to be
confirmed in writing) of its acceptance, promptly after the Expiration Date, of
all Outstanding Notes properly tendered and
you, on behalf of the Company, will exchange such Outstanding Notes for Exchange
Notes and cause such Outstanding Notes to be canceled. Delivery of Exchange
Notes will be made on behalf of the Company by you at the rate of $1,000
principal amount of Exchange Notes for each $1,000 principal amount of the
Outstanding Notes tendered promptly after notice (such notice if given orally,
promptly to be confirmed in writing) of acceptance of said Outstanding Notes by
the Company; provided, however, that in all cases, Outstanding Notes tendered
pursuant to the Exchange Offer will be exchanged only after timely receipt by
you of certificates for such Outstanding Notes (or confirmation of book-entry
transfer into your account at the Book-Entry Transfer Facility), a properly
completed and duly executed Letter of Transmittal (or facsimile thereof or an
Agent's Message in lieu thereof) with any required signature guarantees and any
other required document. Unless otherwise instructed in writing by the Company,
you shall issue Exchange Notes only in denominations of $1,000 or any integral
multiple thereof.
10. Tenders pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the Prospectus and the
Letter of Transmittal, Outstanding Notes tendered pursuant to the Exchange Offer
may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on
the Expiration Date in accordance with the terms of the Exchange Offer. You
shall, after proper notification of such withdrawal, return such Outstanding
Notes to, or in accordance with the instructions of, the holder of such
Outstanding Notes and such Outstanding Notes shall no longer be considered
properly tendered. Any withdrawn Outstanding Notes may be tendered again
following procedures therefore described in the Prospectus at any time on or
prior to the Expiration Date.
11. The Company shall not be required to exchange any Outstanding Notes
tendered if any of the conditions set forth in the Exchange Offer are not met.
Notice of any decision by the Company not to exchange any Outstanding Notes
tendered shall be given (such notices if given orally, promptly shall be
confirmed in writing) by the Company to you.
12. If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Outstanding Notes tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus under
the caption "The Exchange Offer -- Conditions to the Exchange Offer" or
otherwise, you shall as soon as practicable after the expiration or termination
of the Exchange Offer return those certificates for unaccepted Outstanding Notes
(or effect appropriate book-entry transfer), together with any related required
documents and the Letters of Transmittal relating thereto that are in your
possession, to the persons who deposited them (or effected such book-entry
transfer).
13. All certificates for reissued Outstanding Notes, unaccepted
Outstanding Notes or Exchange Notes (other than those effected by book-entry
transfer) shall be forwarded by (a) first-class mail, postage pre-paid under a
blanket surety bond protecting you and the Company from loss or liability
arising out of the non-receipt or non-delivery of such certificates or (b) by
registered mail insured separately for the replacement value of each of such
certificates.
14. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any persons to solicit tenders.
15. As Exchange Agent hereunder you:
(a) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of any of
the Outstanding
Notes deposited with you pursuant to the Exchange Offer, and will not be
required to and will make no representation as to the validity, value or
genuineness of the Exchange Offer;
(b) shall not take any legal action hereunder against any third
party, other than the Company, without the prior written consent of the Company,
and shall not be obligated to take any legal action hereunder which might in
your reasonable judgment involve any expense or liability, unless you shall have
been furnished with reasonable indemnity against such expense or liability;
(c) shall not be liable to the Company for any action taken or
omitted by you, or any action suffered by you to be taken or omitted, without
negligence, misconduct or bad faith on your part, by reason of or as a result of
the administration of your duties hereunder in accordance with the terms and
conditions of this Agreement or by reason of your compliance with the
instructions set forth herein or with any written or oral instructions delivered
to you pursuant hereto, and may reasonably rely on and shall be protected in
acting in good faith in reliance upon any certificate, instrument, opinion,
notice, letter, facsimile or other document or security delivered to you and
reasonably believed by you to be genuine and to have been signed by the proper
party or parties;
(d) in connection with the administration of your duties hereunder
and in the absence of negligence, misconduct or bad faith on your part, may
reasonably rely upon any tender, statement, request, comment, agreement or other
instrument whatsoever, not only as to its due execution and validity and
effectiveness of its provisions, but also as to the truth and accuracy of any
information contained therein, which you shall in good faith reasonably believe
to be genuine or to have been signed or represented by a proper person or
persons;
(e) may rely on and shall be protected in acting upon written notice
or oral instructions from any officer of the Company authorized to provide
instructions under this Agreement;
(f) shall not advise any person tendering Outstanding Notes pursuant
to the Exchange Offer as to whether to tender or refrain from tendering all or
any portion of the Outstanding Notes or as to the market value, decline or
appreciation in market value of any Outstanding Notes that may or may not occur
as a result of the Exchange Offer or as to the market value of the Exchange
Notes and shall not solicit any holder of Outstanding Notes for the purpose of
causing such person to tender its Outstanding Notes;
(g) may consult with counsel with respect to any questions relating
to your duties and responsibilities, and the written advice or opinion of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by you hereunder in good faith and in
reliance thereon; and
(h) in the absence of negligence, willful misconduct or bad faith on
your part, shall in no event be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost
profits), even if you have been advised of the likelihood of such loss or damage
and regardless of the form of action.
16. As soon as practicable after your receipt of notification from the
Company as to the Effective Time, you shall send to all holders of Outstanding
Notes a copy of the Prospectus, the Letter of Transmittal (including
instructions for completing a substitute Form W-9), the notice of guaranteed
delivery (as described in the Prospectus) and such other documents
(collectively,
the "Exchange Offer Documents") as may be furnished by the Company to commence
the Exchange Offer and take such other action as may from time to time be
requested by the Company or its counsel (and such other action as you may
reasonably deem appropriate) to furnish copies of the Exchange Offer Documents
or such other forms as may be approved from time to time by the Company, to all
holders of Outstanding Notes and to all persons reasonably requesting such
documents and to accept and comply with telephone and mail requests for
information relating to the Exchange Offer, provided that such information shall
relate only to the procedures for accepting (or withdrawing from) the Exchange
Offer. The Company will furnish you with copies of such documents to enable you
to perform your duties hereunder. All other requests for information relating to
the Exchange Offer shall be directed to the Company, Attention:
____________________________ (____) _______ __________.
17. You shall advise, by facsimile transmission or telephone, and promptly
thereafter confirm in writing to _________________________ (at the facsimile
number ______________), and such other person or persons as the Company may
request, daily, and more frequently during the week immediately preceding the
Expiration Date and if otherwise requested by the Company, up to and including
the Expiration Date, as to the aggregate principal amount of Outstanding Notes
which have been tendered pursuant to the Exchange Offer and the items received
by you pursuant to the Exchange Offer and this Agreement, separately reporting
and giving cumulative totals as to items properly received and items improperly
received. In addition, you will also inform, and cooperate in making available
to, the Company or any such other person or persons as the Company requests in
writing from time to time prior to the Expiration Date of such other information
as it or he or she reasonably requests. Such cooperation shall include, without
limitation, the granting by you to the Company and such person as the Company
may request of access to those persons on your staff who are responsible for
receiving tenders, in order to ensure that immediately prior to the Expiration
Date the Company shall have received information in sufficient detail to enable
it to decide whether to extend the Exchange Offer. You shall prepare a final
list of all persons whose tenders were accepted, the aggregate principal amount
of Outstanding Notes tendered, the aggregate principal amount of Outstanding
Notes accepted and the identity of any participating Broker-Dealers and the
aggregate principal amount of Exchange Notes delivered to each, and deliver said
list to the Company promptly after the deadline for the Exchange Offer or the
Expiration Date.
18. Each Letter of Transmittal, Outstanding Note and any other document
received by you in connection with the Exchange Offer shall be stamped by you as
to the date and the time of receipt thereof (or if Outstanding Notes are
tendered by book-entry delivery, such form of record keeping of receipt as is
customary for tenders through ATOP) and, if defective, the date and time the
last defect was cured or waived by the Company. You shall retain all Outstanding
Notes and Letters of Transmittal and other related documents or correspondence
received by you until the Expiration date. You shall return all such material to
the Company as soon as practicable after the Expiration Date. You shall dispose
of unused Letters of Transmittal and other surplus materials in accordance with
your customary procedures.
19. It is understood and agreed that the securities, money or property to
be deposited with or received by you as Exchange Agent (the "Property")
constitute a special, segregated account held solely for the benefit of the
Company and the tendering holders of Outstanding Notes as their interests may
appear, and the Property shall not be commingled with the money, assets or
properties of you or of any other person, firm or corporation. You hereby waive
any and all rights of lien, encumbrance, attachment or right of set-off
whatsoever, if any, that you may have with respect to the Property so deposited,
whether such rights arise by reason of applicable law, contract or otherwise.
20. For services rendered as Exchange Agent hereunder you shall be
entitled to such compensation and reimbursement of out-of-pocket expenses in
accordance with Schedule I hereto.
21. You hereby acknowledge receipt of the Prospectus, the Letter of
Transmittal and the other documents associated with the Exchange Offer attached
hereto and further acknowledge that you have examined each of them. Any
inconsistency between this Agreement, on the one hand, and the Prospectus, the
Letter of Transmittal and such other forms (as they may be amended from time to
time), on the other hand, shall be resolved in favor of the Prospectus, the
Letter of Transmittal and such other forms, except with respect to the duties,
liabilities and indemnification of you as Exchange Agent which shall be
controlled by this Agreement.
22. The Company agrees to indemnify and hold you harmless in your capacity
as Exchange Agent hereunder against any liability, cost or expense, including
reasonable-attorneys' fees and expenses, arising out of or in connection with
your appointment as Exchange Agent and the performance of your duties hereunder,
including, without limitation, any act, omission, delay or refusal made by you
in reasonable reliance upon any signature, endorsement, assignment, certificate,
order, request, notice, instruction or other instrument or document reasonably
believed by you to be valid, genuine and sufficient and in accepting any tender
or effecting any transfer of Outstanding Notes reasonably believed by you in
good faith to be authorized, and in delaying or refusing in good faith to accept
any tenders or effect any transfer of Outstanding Notes; provided, however, that
the Company shall not be liable for indemnification or otherwise for any loss,
liability, cost or expense to the extent arising out of your gross negligence,
willful misconduct or bad faith. In no case shall the Company be liable under
this indemnity with respect to any action, proceeding, suit or claim against you
unless the Company shall be notified by you, by letter or facsimile transmission
confirmed by letter, of the written assertion of any action, proceeding, suit or
claim made or commenced against you promptly after you shall have been served
with the summons or other first legal process or have received the first written
assertion, giving information as to the nature and basis of the action,
proceeding, suit or claim. The Company shall be entitled to participate at its
own expense in the defense of any such action, proceeding, suit or claim and if
the Company so elects, assume defense of such action, proceeding, suit or claim.
In the event that the Company assumes such defense, the Company shall not
thereafter be liable for the fees and expenses of any additional counsel that
you retain. You agree that, without the prior written consent of the Company
(which consent shall not be unreasonably withheld), you will not settle,
compromise or consent to the entry of any judgment in any pending or threatened
claim, action or proceeding in respect of which indemnification could be sought
in accordance with the indemnification provision of this Agreement (whether or
not you are an actual or potential party to such claim, action or proceeding).
Under no circumstances shall the Company be liable for the costs and expenses of
any settlement of any action, proceeding, suit or claim effected by you without
the prior written consent of the Company.
23. You shall arrange to comply with all requirements under the tax laws
of the United States, including those relating to missing Tax Identification
Numbers, and shall file any appropriate reports with the Internal Revenue
Service. The Company understands that you are required, in certain instances, to
backup withhold at the applicable rate with respect to interest paid on the
Exchange Notes and proceeds from the sale, exchange, redemption or retirement of
the Exchange Notes from holders who have not supplied their correct Taxpayer
Identification Numbers or required certification. Such funds will be turned over
to the Internal Revenue Service in accordance with applicable regulations.
24. You shall notify the Company of the amount of any transfer taxes
payable in respect of the exchange of Outstanding Notes and shall deliver or
cause to be delivered, in a timely manner, to each governmental authority to
which any transfer taxes are payable in respect of the exchange of Outstanding
Notes your check in the amount of all transfer taxes so payable, and, subject to
the provisions of Section 8(c) of this Agreement, the Company shall reimburse
you for the amount of any and all transfer taxes payable in respect of the
exchange of Outstanding Notes; provided however, that you shall reimburse the
Company for amounts refunded to you in respect of your payment of any such
transfer taxes, at such time as such refund is received by you.
25. This Agreement and your appointment as Exchange Agent hereunder shall
be construed and enforced in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within such state,
and without regard to conflicts of law principles, and shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and permitted assigns of each of the parties hereto and nothing in
this Agreement, express or implied, is intended to or shall confer upon any
other person any right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement. Without limitation of the foregoing, the parties
hereto expressly agree that no holder of Outstanding Notes or Exchange Notes
shall have any right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
26. The Company and you hereby submit to the exclusive jurisdictions of
the Federal and state courts in the Borough of Manhattan in The City of New York
in any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
27. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
28. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
29. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by a written
instrument signed by a duly authorized representative of the party to be
charged.
30. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile)
and shall be given to such party, addressed to it, at its address or telecopy
number set forth below:
If to the Company:
Noble Energy, Inc.
Telephone: (_____) ______-__________
Facsimile: (_____) ______-__________
Attention: [_______________________]
With a copy to:
If to the Exchange Agent:
The Bank of New York Trust Company, N.A.
Plaza of the Americas
Corporate Trust Division
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31. Unless terminated earlier by the parties hereto, this Agreement shall
terminate 90 days following the Expiration Date. Notwithstanding the foregoing,
Paragraphs 19 and 22 shall survive the termination of this Agreement. Upon any
termination of this Agreement, you shall promptly deliver to the Company any
certificates for Notes, funds or property (including, without limitation,
Letters of Transmittal and any other documents relating to the Exchange Offer)
then held by you as Exchange Agent under this Agreement.
32. You may resign from your duties under this Agreement by giving to the
Company 30 days' prior written notice. If you resign or become incapable of
acting as Exchange Agent and the Company fails to appoint a new exchange agent
within a period of 30 days after it has been notified in writing of such
resignation or incapacity by you, the Company shall appoint a successor exchange
agent or assume all of the duties and responsibilities of the Exchange Agent.
Any successor exchange agent shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as Exchange Agent
without any further act or deed; but you shall deliver and transfer to the
successor exchange agent any Property at the time held by you hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
such purpose.
33. This Agreement shall be binding and effective as of the date hereof.
Please acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.
NOBLE ENERGY, INC.
By: ____________________________________
Name:
Title:
Accepted as of the date
first above written:
THE BANK OF NEW YORK TRUST COMPANY
By: _______________________________
Name:
Title:
SCHEDULE 1
NOBLE ENERGY, INC.
EXCHANGE AGENCY
FEE SCHEDULE
Flat Fee..............................................................$[_______]
Out-Of-Pocket Expenses
Fees quoted do not include out-of-pocket expenses including, but not
limited to, reasonable legal fees and expenses, facsimile, stationary, postage,
telephone, overnight courier and messenger costs, all of which shall be paid by
the Company.