EX-99.1

Early Consent Date: 5:00 p.m., New York City Time, July 13, 2015, unless extended

Expiration Date: 11:59 p.m., New York City Time, July 27, 2015, unless extended

THE EXCHANGE OFFERS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JULY 27, 2015, UNLESS EXTENDED (THE “EXPIRATION DATE”). NOTES TENDERED IN THE EXCHANGE OFFERS MAY BE VALIDLY WITHDRAWN PRIOR TO THE EXPIRATION DATE. BY TENDERING YOUR ROSETTA NOTES, YOU WILL BE DEEMED TO HAVE VALIDLY DELIVERED YOUR CONSENT TO THE PROPOSED AMENDMENTS TO THE APPLICABLE ROSETTA INDENTURE GOVERNING YOUR ROSETTA NOTES. CONSENTS MAY BE REVOKED PRIOR TO THE EXPIRATION DATE BY VALIDLY WITHDRAWING THE RELATED ROSETTA NOTES PRIOR TO THE EXPIRATION DATE.

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL AND CONSENT SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL AND CONSENT IS COMPLETED.

The undersigned hereby acknowledges receipt of the preliminary prospectus dated June 29, 2015 (the “Prospectus”) of Noble Energy, Inc., as issuer (“Noble”), and this Letter of Transmittal and Consent (this “Letter of Transmittal”), which together describe (a) the offers of Noble (each, an “exchange offer” and collectively, the “exchange offers”) to exchange each properly tendered and accepted note (each, a “Rosetta Note” and collectively, the “Rosetta Notes”) of a series listed on the cover page of this Letter of Transmittal and Consent issued by Rosetta Resources Inc. (“Rosetta”), for a new note (each, a “Noble Note” and collectively, the “Noble Notes”) of a corresponding series to be issued by Noble and (b) the solicitation of consents (each, a “consent solicitation” and collectively, the “consent solicitations”) to amend the indentures governing each series of the Rosetta Notes, in the case of each of (a) and (b) above, upon the terms and subject to the conditions described in the Prospectus and this Letter of Transmittal.

Upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, in exchange for each $1,000 principal amount of Rosetta Notes that is validly tendered prior to 5:00 p.m., New York City time, on July 13, 2015 (the “Early Consent Date”) and not validly withdrawn and is accepted for exchange by Noble, holders will receive the total exchange consideration (the “Total Consideration”), which consists of $1,000 principal amount of Noble Notes and a cash amount of $2.50, and includes the early participation premium (the “Early Participation Premium”), which consists of $30 principal amount of Noble Notes. Upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, in exchange for each $1,000 principal amount of Rosetta Notes that is validly tendered after the Early Consent Date but prior to the expiration date (as defined below) and not validly withdrawn and is accepted for exchange by Noble, holders will receive only the exchange consideration (the “Exchange Consideration”), which equals the Total Consideration less the Early Participation Premium of $30 principal amount of Noble Notes, and therefore consists of $970 principal amount of Noble Notes and a cash amount of $2.50.

The Noble Notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. If, under the terms of the exchange offers, any tendering holder is entitled to receive a Noble Note in a principal amount that is not $2,000 or whole multiple of $1,000 in excess of $2,000, the principal amount of such Noble Note will be rounded down to $2,000 or the nearest whole multiple of $1,000 in excess of $2,000, and Noble will pay cash equal to the remaining portion of the exchange price of the Rosetta Note tendered in exchange therefor (plus accrued and unpaid interest on the principal representing such portion of such principal amount of such Rosetta Note that was rounded down from the last interest payment date on such tendered Rosetta Note to, but not including, the settlement date).

The consummation of the exchange offers is subject to, and conditioned upon, among other things, consummation of the merger of Rosetta with a newly formed, wholly owned subsidiary of Noble (the “merger”) and the receipt of valid consents to the Proposed Amendments (as described in the Prospectus) from the holders of a majority in outstanding principal amount of each series of Rosetta Notes, although we may, at our option, waive any or all conditions with respect to any or all of the exchange offers and consent solicitations.

This Letter of Transmittal is to be used to accept one or more of the exchange offers if the applicable Rosetta Notes are to be tendered by effecting a book-entry transfer into the exchange agent’s account at The Depository Trust Company (“DTC”) and instructions are not being transmitted through DTC’s Automated Tender Offer Program (“ATOP”). Unless you intend to tender Rosetta Notes through ATOP, you should complete, execute and deliver this Letter of Transmittal, any signature guarantees and any other required documents to indicate the action you desire to take with respect to the exchange offers.

Holders of Rosetta Notes tendering Rosetta Notes by book-entry transfer to the exchange agent’s account at DTC may execute the tender through ATOP, and in that case need not complete, execute and deliver this Letter of Transmittal. DTC participants accepting the applicable exchange offer may transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the exchange agent’s account at DTC. DTC will then send an “agent’s message” (as described in the Prospectus) to the exchange agent for its acceptance. Delivery of the agent’s message by DTC will satisfy the terms of the exchange offers as to execution and delivery of a letter of transmittal by the DTC participant identified in the agent’s message. Delivery of Rosetta Notes pursuant to a notice of guaranteed delivery is not permitted and any Rosetta Notes so delivered shall not be considered validly tendered.

Holders tendering Rosetta Notes pursuant to the exchange offers and consent solicitations will thereby be deemed to have validly delivered their consent to the Proposed Amendments to the respective indenture with respect to such series of Rosetta Notes, as described in the Prospectus. The completion, execution and delivery of this Letter of Transmittal (or the delivery by DTC of an agent’s message in lieu thereof) constitutes the delivery of a consent with respect to the Rosetta Notes tendered.

Subject to the terms and conditions of the exchange offers and the consent solicitations and applicable law, Noble will deposit with DTC, upon the direction of the exchange agent (in each case, as more fully described in the Prospectus):

Assuming the conditions to the exchange offers are satisfied or waived, for Rosetta Notes validly tendered (and not withdrawn and accepted for exchange by Noble), Noble will issue new Noble Notes in book-entry form and pay the cash consideration on the settlement date as described in the Prospectus.

The exchange agent will act as agent for the tendering holders for the purpose of receiving any cash payments from Noble. The Noble Notes (in book-entry form) will be delivered to holders through DTC.

The term “holder” with respect to the exchange offers and the consent solicitations means any person in whose name Rosetta Notes are registered on the books of Rosetta or any other person who has obtained a properly completed bond power from the registered holder. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the exchange offers and the consent solicitations. Holders who wish to tender their Rosetta Notes using this Letter of Transmittal must complete it in its entirety.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT OR EXCHANGE AGENT.

To effect a valid tender of Rosetta Notes through the completion, execution and delivery of this Letter of Transmittal, the undersigned must complete the table entitled “Description of Rosetta Notes Tendered and in Respect of which a Consent is Given” below and sign this Letter of Transmittal where indicated.

The Noble Notes will be delivered only in book-entry form through DTC and only to the DTC account of the undersigned or the undersigned’s custodian as specified in the table below, and the payment of the cash consideration will be made by check to the undersigned (unless specified otherwise in the “Special Issuance and

Payment Instructions” or “Special Delivery Instructions” below) in immediately available funds. Failure to provide the information necessary to effect delivery of Noble Notes will render a tender defective and Noble will have the right, which it may waive, to reject such tender.

List below the Rosetta Notes to which this Letter of Transmittal relates. If the space below is inadequate, list the registered numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal.

By crediting the Rosetta Notes to the exchange agent’s account at DTC using ATOP and by complying with applicable ATOP procedures with respect to the exchange offers, including, if applicable, transmitting to the exchange agent an agent’s message in which the holder of the Rosetta Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the participant in DTC confirms on behalf of itself and the beneficial owners of such Rosetta Notes all provisions of this Letter of Transmittal (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the exchange agent.

The undersigned hereby (a) tenders to Noble, upon the terms and subject to the conditions set forth in the Prospectus and in this Letter of Transmittal (collectively, the “Terms and Conditions”), receipt of which is hereby acknowledged, the principal amount or amounts of each series of Rosetta Notes indicated in the table above entitled “Description of Rosetta Notes Tendered and in Respect of Which a Consent is Given” (or, if nothing is indicated therein, with respect to the entire aggregate principal amount represented by the series of Rosetta Notes indicated in such table) and (b) consents, with respect to such principal amount or amounts of each such series of Rosetta Notes, to the Proposed Amendments described in the Prospectus to the respective indenture under which such series of Rosetta Notes was issued and to the execution of a supplemental indenture (each, a “Supplemental Indenture”) effecting such amendments to such indenture with respect to such series of Rosetta Notes.

The undersigned understands that the tender and consent made hereby will remain in full force and effect unless and until such tender and consent are withdrawn and revoked in accordance with the procedures set forth in the Prospectus. The undersigned understands that the consent may not be revoked and tendered Rosetta Notes may not be withdrawn after 11:59 p.m., New York City time, on July 27, 2015, unless extended (the “expiration date”).

If the undersigned is not the registered holder of the Rosetta Notes indicated in the table above entitled “Description of Rosetta Notes Tendered and in Respect of Which a Consent is Given” or such holder’s legal representative or attorney-in-fact (or, in the case of Rosetta Notes held through DTC, the DTC participant for whose account such Rosetta Notes are held), then the undersigned has obtained a properly completed irrevocable proxy that authorizes the undersigned (or the undersigned’s legal representative or attorney-in-fact) to deliver a consent in respect of such Rosetta Notes on behalf of the holder thereof, and such proxy is being delivered with this Letter of Transmittal.

The consummation of the exchange offers is subject to, and conditioned upon, among other things, consummation of the merger and the receipt of valid consents to the amendments to the indentures (the “Rosetta indentures”) governing the Rosetta Notes of a majority in principal amount of each series of Rosetta Notes outstanding, although we may, at our option, waive any or all conditions with respect to any or all of the exchange offers and consent solicitations.

The undersigned understands that, upon the terms and subject to the conditions of the exchange offers, Rosetta Notes of any series properly tendered and not validly withdrawn and accepted for exchange by us on the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal will be exchanged for Noble Notes of the corresponding series. The undersigned understands that, under certain circumstances, Noble may not be required to accept any of the Rosetta Notes tendered (including any such Rosetta Notes tendered after the expiration date). If any Rosetta Notes are not accepted for exchange for any reason or if Rosetta Notes are withdrawn, such unexchanged or withdrawn Rosetta Notes will be returned without expense to the undersigned’s account at DTC or such other account as designated herein pursuant to the book-entry transfer procedures described in the Prospectus promptly after the expiration date or termination of the applicable exchange offer.

Subject to and effective upon the acceptance for exchange and issuance of Noble Notes and the payment of the cash consideration, in exchange for Rosetta Notes tendered upon the terms and subject to the conditions of the exchange offers, the undersigned hereby:

The undersigned understands that tenders of Rosetta Notes pursuant to any of the procedures described in the Prospectus and in the instructions in this Letter of Transmittal, if and when accepted by Noble, will constitute a binding agreement between the undersigned and Noble upon the Terms and Conditions.

The undersigned hereby irrevocably constitutes and appoints the exchange agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Rosetta Notes tendered hereby (with full knowledge that the exchange agent also acts as the agent of Noble) with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

The undersigned further acknowledges and agrees that under no circumstances will interest on the cash consideration or any accrued and unpaid interest on such portion, be paid by Noble, by reason of any delay on the part of the exchange agent in making delivery or payment to the holders entitled thereto or any delay in the allocation or crediting of securities or monies received by DTC to participants in DTC or in the allocation or crediting of securities or monies received by participants to beneficial owners and in no event will Noble be liable for interest or damages in relation to any delay or failure of payment to be remitted to any holder.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

By execution hereof, the undersigned hereby represents that if it is located outside the United States, the exchange offers and consent solicitations and the undersigned’s acceptance of such exchange offers and consent solicitations do not contravene the applicable laws of where it is located and that its participation in the exchange offers and consent solicitations will not impose on Noble any requirement to make any deliveries, filings or registrations.

The undersigned understands that consents may be revoked and tenders of Rosetta Notes may be withdrawn at any time prior to the expiration date of the exchange offers, but may not be withdrawn at any time thereafter. A valid withdrawal of tendered Rosetta Notes prior to the expiration date will constitute the concurrent valid revocation of such holder’s related consent. A notice of withdrawal with respect to tendered Rosetta Notes will be effective only if delivered to the exchange agent in accordance with the specific procedures set forth in the Prospectus.

If any of the exchange offers is amended in a manner determined by Noble to constitute a material change, Noble will promptly disclose such amendment, and Noble will extend the relevant exchange offers and consent solicitations as well as extend the withdrawal deadline, or if the Expiration Date has passed, provide additional withdrawal rights, for a time period that Noble deems appropriate, depending upon the significance of the amendment and the manner of disclosure to the holders of the Rosetta Notes. If Noble elects to change the consideration offered or the percentage of Rosetta Notes sought, the relevant exchange offers and consent solicitations will remain open for a minimum ten business-day period following the date that the notice of such change is first published or sent to holders of the Rosetta Notes.

Unless otherwise indicated under “Special Issuance and Payment Instructions,” the undersigned hereby requests that the exchange agent issue the check(s) for the cash consideration in respect of any Rosetta Notes accepted for exchange in the name of the undersigned or the undersigned’s custodian as specified in the table

entitled “Description of Rosetta Notes Tendered and in Respect of Which a Consent is Given,” and credit the DTC account specified therein for any book-entry transfers of Rosetta Notes not accepted for exchange. If the “Special Issuance and Payment Instructions” are completed, the undersigned hereby requests that the exchange agent issue the check(s) for any cash exchange consideration in respect of any Rosetta Notes accepted for exchange, and credit the DTC account specified for any book-entry transfers of Rosetta Notes not accepted for exchange, in the name of the person or account indicated under “Special Issuance and Payment Instructions.”

Unless otherwise indicated under “Special Delivery Instructions,” the undersigned hereby requests that the exchange agent mail the check(s) for the cash consideration in respect of any Rosetta Notes accepted for exchange to the undersigned at the address shown below the undersigned’s signature(s). If the “Special Delivery Instructions” are completed, the undersigned hereby requests that the exchange agent issue the check(s) for any cash exchange consideration in respect of any Rosetta Notes accepted for exchange in the name of the person at the address indicated under “Special Delivery Instructions.”

If both the “Special Issuance and Payment Instructions” and “Special Delivery Instructions” provisions are completed, the undersigned hereby requests that the exchange agent mail the check(s) for the cash consideration in respect of any Rosetta Notes accepted for exchange, and credit the DTC account for any book-entry transfers of Rosetta Notes not accepted for exchange, in the name(s) or account(s) of the person(s) and at the address indicated under “Special Issuance and Payment Instructions” and “Special Delivery Instructions.”

The undersigned recognizes that Noble has no obligations under the “Special Issuance and Payment Instructions” or the “Special Delivery Instructions” provisions of this Letter of Transmittal to effect the transfer of any Rosetta Notes from the holder(s) thereof if Noble does not accept for exchange any of the principal amount of the Rosetta Notes tendered pursuant to this Letter of Transmittal.

Noble plans to issue the new Noble Notes promptly after the expiration date, on or about the second business day following the expiration date (the “settlement date”). The acknowledgments, representations, warranties and agreements of a holder tendering Rosetta Notes will be deemed to be repeated and reconfirmed on and as of each of the expiration date and settlement date.

IMPORTANT: PLEASE SIGN HERE WHETHER OR NOT ROSETTA NOTES ARE BEING

PHYSICALLY TENDERED HEREBY

(PLEASE ALSO INCLUDE A COMPLETED FORM W-9)

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders, and consents to the Proposed Amendments to the relevant Rosetta indenture(s) (and to the execution of the Supplemental Indenture or Supplemental Indentures effecting such amendments) with respect to, the principal amount of each series of Rosetta Notes indicated in the table above entitled “Description of Rosetta Notes Tendered and in Respect of Which a Consent is Given.”

PLEASE SIGN HERE

The below lines must be signed by the registered holder(s) of Rosetta Notes as the name(s) appear(s) on the Rosetta Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Rosetta Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below and, unless waived by Noble, submit evidence satisfactory to Noble of such person’s authority so to act. See Instruction 4 regarding the completion of this Letter of Transmittal, printed below.

Signature(s) of Registered Holder(s) or Authorized Signatory

(See guarantee requirement below)



Dated:



Name(s):




(Please Print)

Capacity (Full Title):



Address:




(Including Zip Code)



Area Code and Telephone Number:



Tax Identification or Social Security Number:

SIGNATURE GUARANTEE

(IF REQUIRED—SEE INSTRUCTION 4)



Authorized Signature



Name of Firm


[place seal here]

1. Delivery of Letter of Transmittal. This Letter of Transmittal is to be completed by holders if tenders of Rosetta Notes are to be made by book-entry transfer to the exchange agent’s account at DTC and instructions are not being transmitted through ATOP.

A confirmation of a book-entry transfer into the exchange agent’s account at DTC of all Rosetta Notes delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or properly transmitted agent’s message, and any other documents required by this Letter of Transmittal, must be received by the exchange agent at its address set forth herein before the expiration date of the applicable exchange offer.

Any financial institution that is a participant in DTC may electronically transmit its acceptance of the applicable exchange offer by causing DTC to transfer Rosetta Notes to the exchange agent in accordance with DTC’s ATOP procedures for such transfer prior to the expiration date of such exchange offer. The exchange agent will make available its general participant account at DTC for the Rosetta Notes for purposes of the exchange offers.

Delivery of a Letter of Transmittal to DTC will not constitute valid delivery to the exchange agent. No Letter of Transmittal should be sent to Noble, Rosetta, DTC or the dealer managers.

The method of delivery of this Letter of Transmittal and all other required documents, including delivery through DTC and any acceptance or agent’s message delivered through ATOP, is at the option and risk of the tendering holder. If delivery is by mail, registered mail with return receipt requested, properly insured is recommended. It is recommended that the holder use registered mail properly insured with return receipt requested.

Any beneficial owner whose Rosetta Notes are held by or in the name of a custodial entity such as a broker, dealer, commercial bank, trust company or other nominee should be aware that such custodial entity may have deadlines earlier than the expiration date for such custodial entity to be advised of the action that the beneficial owner may wish for the custodial entity to take with respect to the beneficial owner’s Rosetta Notes. Accordingly, such beneficial owners are urged to contact any custodial entities through which such Rosetta Notes are held as soon as possible in order to learn of the applicable deadlines of such entities.

Neither of Noble or the exchange agent is under any obligation to notify any tendering holder of Noble’s acceptance of tendered Rosetta Notes prior to the expiration of the exchange offers.

2. Delivery of Noble Notes. Noble Notes will be delivered only in book-entry form through DTC and only to the DTC account of the tendering holder or the tendering holder’s custodian. Accordingly, the appropriate DTC participant name and number (along with any other required account information) to permit such delivery must be provided in the table entitled “Description of the Rosetta Notes Tendered and in Respect of Which a Consent is Given.” Failure to do so will render a tender of Rosetta Notes defective and Noble will have the right, which it may waive, to reject such tender. Holders who anticipate tendering by a method other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the facility to hold securities custodially through DTC) to arrange for receipt of any Noble Notes delivered pursuant to the exchange offers and to obtain the information necessary to complete the table.

3. Amount of Tenders. Tenders of Rosetta Notes will be accepted only in minimum principal amounts of $1,000 and integral multiples of $1,000 in excess thereof. Book-entry transfers to the exchange agent should be made in the exact principal amount of Rosetta Notes tendered in respect of which a consent is given.

4. Signatures on Letter of Transmittal, Instruments of Transfer, Guarantee of Signatures. For purposes of this Letter of Transmittal, the term “registered holder” means an owner of record as well as any DTC participant that has Rosetta Notes credited to its DTC account. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a “Medallion Signature Guarantor”). Signatures on this Letter of Transmittal need not be guaranteed if:

An eligible institution is one of the following firms or other entities identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (as the terms are defined in such Rule):

If the Rosetta Notes are registered in the name of a person other than the signer of this Letter of Transmittal or if Rosetta Notes not accepted for exchange are to be returned to a person other than the registered holder, then the signatures on this Letter of Transmittal accompanying the tendered Rosetta Notes must be guaranteed by a Medallion Signature Guarantor as described above.

If any of the Rosetta Notes tendered are held by two or more registered holders, all of the registered holders must sign this Letter of Transmittal.

If a number of Rosetta Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of such Rosetta Notes.

If this Letter of Transmittal is signed by the registered holder or holders of the Rosetta Notes (which term, for the purposes described herein, shall include a participant in DTC whose name appears on a security listing as the owner of the Rosetta Notes) listed and tendered hereby, no endorsements of the tendered Rosetta Notes or separate written instruments of transfer or exchange are required. In any other case, if tendering Rosetta Notes, the registered holder (or acting holder) must either validly endorse the Rosetta Notes or transmit validly completed bond powers with this Letter of Transmittal (in either case executed exactly as the name(s) of the registered holder(s) appear(s) on the Rosetta Notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of Rosetta Notes, exactly as the name of such participant appears on such security position listing), with the signature on the Rosetta Notes or bond power guaranteed by a Medallion Signature Guarantor (except where the Rosetta Notes are tendered for the account of an eligible institution).

If Rosetta Notes are to be tendered by any person other than the person in whose name the Rosetta Notes are registered, the Rosetta Notes must be endorsed or accompanied by an appropriate written instrument(s) of transfer executed exactly as the name(s) of the holder(s) appear on the Rosetta Notes, with the signature(s) on the

Rosetta Notes or instrument(s) of transfer guaranteed by a Medallion Signature Guarantor, and this Letter of Transmittal must be executed and delivered either by the holder(s), or by the tendering person pursuant to a valid proxy signed by the holder(s), which signature must, in either case, be guaranteed by a Medallion Signature Guarantor.

Noble will not accept any alternative, conditional, irregular or contingent tenders. By executing this Letter of Transmittal (or a facsimile thereof) or directing DTC to transmit an agent’s message, you waive any right to receive any notice of the acceptance of your Rosetta Notes for exchange.

If this Letter of Transmittal or instruments of transfer are signed by trustees, executors, administrators, guardians or attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by Noble, evidence satisfactory to Noble of their authority so to act must be submitted with this Letter of Transmittal.

Beneficial owners whose tendered Rosetta Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such beneficial owners desire to tender such Rosetta Notes.

5. Special Issuance and Delivery Instructions. If a check is to be issued with respect to the cash consideration for the Rosetta Notes tendered hereby to a person or to an address other than as indicated in the table entitled “Description of the Rosetta Notes Tendered and in Respect of Which a Consent is Given,” the signer of this Letter of Transmittal should complete the “Special Issuance and Payment Instructions” and/or “Special Delivery Instructions” boxes on this Letter of Transmittal. All Rosetta Notes tendered by book-entry transfer and not accepted for exchange will otherwise be returned by crediting the account at DTC designated above for which Rosetta Notes were delivered.

6. Transfer Taxes. Noble will pay all transfer taxes, if any, applicable to the transfer and sale of Rosetta Notes to Noble in the exchange offers. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holders or any other persons, will be payable by the tendering holder.

If satisfactory evidence of payment of or exemption from those transfer taxes is not submitted with this Letter of Transmittal, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payments due with respect to the Rosetta Notes tendered by such holder.

7. U.S. Federal Backup Withholding and Withholding Tax, Tax Identification Number. Under current U.S. federal income tax law, the exchange agent (as payer) may be required under the backup withholding rules to withhold a portion of any payments made to certain holders (or other payees) of Rosetta Notes pursuant to the exchange offers and consent solicitations. To avoid such backup withholding, each tendering holder of Rosetta Notes must timely provide the exchange agent with such holder’s correct taxpayer identification number (“TIN”) on IRS Form W-9, (available from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS website at http://www.irs.gov), or otherwise establish a basis for exemption from backup withholding (currently imposed at a rate of 28%). Certain holders (including, among others, all corporations and certain foreign persons) are exempt from these backup withholding requirements. Exempt U.S. holders should furnish their TIN, provide the applicable codes in the box labeled “Exemptions,” and sign, date and send the IRS Form W-9 to the exchange agent. Foreign persons, including entities, may qualify as exempt recipients by submitting to the exchange agent a properly completed IRS Form W-8BEN or W-8BEN-E (or other applicable form), signed under penalties of perjury, attesting to that holder’s foreign status. The applicable IRS Form W-8 can be obtained from the IRS (by calling 1-800-TAX-FORM (1-800-829-3676) or from the irs website at http://www.irs.gov) or from the exchange agent. If a U.S. holder is an individual who is a U.S. citizen or resident, the TIN is generally his or her social security number. If the exchange agent is not provided with the correct TIN, a $50 penalty may be imposed by the IRS and/or payments made with respect to Rosetta Notes exchanged pursuant to the exchange offers and

consent solicitations may be subject to backup withholding. Failure to comply truthfully with the backup withholding requirements, if done willfully, may also result in the imposition of criminal and/or civil fines and penalties. See IRS Form W-9 for additional information.

If backup withholding applies, the exchange agent is required to withhold on any payments made to the tendering holders (or other payee). Backup withholding is not an additional tax. A holder subject to the backup withholding rules will be allowed a credit of the amount withheld against such holder’s U.S. federal income tax liability, and, if backup withholding results in an overpayment of tax, such holder may be entitled to a refund, provided the requisite information is correctly furnished to the IRS in a timely manner.

Each of Noble and Rosetta reserves the right in its sole discretion to take all necessary or appropriate measures to comply with its respective obligations regarding backup withholding.

8. Validity of Tenders. All questions concerning the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Rosetta Notes will be determined by Noble, which determination will be final and binding. Noble reserves the absolute right to reject any and all tenders of Rosetta Notes not in proper form or any Rosetta Notes the acceptance for exchange of which may, in the opinion of its counsel, be unlawful. Noble also reserves the absolute right to waive any defect or irregularity in tenders of Rosetta Notes, whether or not similar defects or irregularities are waived in the case of other tendered securities. The interpretation of the terms and conditions of the exchange offers and consent solicitations (including this Letter of Transmittal and the instructions hereto) by Noble shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Rosetta Notes must be cured within such time as Noble shall determine. None of Noble, Rosetta, the exchange agent, the information agent, the dealer managers or any other person will be under any duty to give notification of defects or irregularities with respect to tenders of Rosetta Notes, nor shall any of them incur any liability for failure to give such notification.

Tenders of Rosetta Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Rosetta Notes received by the exchange agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the expiration date of the applicable exchange offer or the withdrawal or termination of such exchange offer.

9. Waiver of Conditions. Noble reserves the absolute right to waive any of the conditions in any or all of the exchange offers and consent solicitations.

10. Withdrawal. Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth in the Prospectus under the caption “The Exchange Offers and Consent Solicitations—Procedures for Consenting and Tendering—Withdrawal of Tenders and Revocation of Corresponding Consents.”

11. Requests for Assistance or Additional Copies. Questions concerning the exchange or the consent solicitation should be directed to the dealer managers (at the addresses and telephone numbers identified herein). Questions concerning the exchange and consent procedures and requests for additional copies of this Letter of Transmittal and Consent, or the Prospectus should be directed to the information agent.

In order to tender, a holder of Rosetta Notes should send or deliver a properly completed and signed Letter of Transmittal and any other required documents to the exchange agent at its address set forth below or tender pursuant to DTC’s Automated Tender Offer Program.

The Exchange Agent for the exchange offers and the consent solicitations is:

Any questions or requests for assistance may be directed to the Dealer Managers at the addresses and telephone numbers set forth below. Requests for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Information Agent. Beneficial owners may also contact their custodian for assistance concerning the exchange offers and the consent solicitations.

The Information Agent for the exchange offers and the consent solicitations is:

The Dealer Managers for the exchange offers and the consent solicitations are:


Aggregate Principal Amount Outstanding	Series of Notes Issued by Rosetta to be Exchanged (collectively, the ‘‘Rosetta Notes”)	CUSIP No.	Series of Notes to be Issued by Noble (collectively, the ‘‘Noble Notes”)	Exchange Consideration (1)(2)				Early Participation Premium (1)(2)		Total Consideration (1)(2)(3)
				Noble Notes (principal amount)		Cash		Noble Notes (principal amount)		Noble Notes (principal amount)		Cash
$700,000,000	5.625% Senior Notes due May 1, 2021	777779 AD1	5.625% Senior Notes due May 1, 2021	$	970	$	2.50	$	30	$	1,000	$	2.50
$600,000,000	5.875% Senior Notes due June 1, 2022	777779 AE9	5.875% Senior Notes due June 1, 2022	$	970	$	2.50	$	30	$	1,000	$	2.50
$500,000,000	5.875% Senior Notes due June 1, 2024	777779 AF6	5.875% Senior Notes due June 1, 2024	$	970	$	2.50	$	30	$	1,000	$	2.50


By Facsimile (Eligible Institutions Only):		By Mail or Hand:
+1 (212) 709-3328		48 Wall Street, 22nd Floor
Attention: Krystal Scrudato		New York, New York 10005
For Information or Confirmation by Telephone:		Attention: Krystal Scrudato
+1 (212) 493-6940


NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON ROSETTA NOTES	TENDERED ROSETTA NOTE(S)	TITLE OF SERIES	TOTAL PRINCIPAL AMOUNT HELD	PRINCIPAL AMOUNT TENDERED*


SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 2, 4 AND 5)
To be completed ONLY (i) if payment of any cash amounts are to be issued in the name of someone other than the undersigned, or (ii) if Rosetta Notes tendered by book-entry transfer that are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above. Issue Rosetta Notes and/or cash amounts to:
Name:
		(PLEASE PRINT OR TYPE)

Address:




(INCLUDE ZIP CODE)


(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) (Please also complete a Form W-9)


SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 2, 4 AND 5)
To be completed ONLY if payment of any cash amounts are to be mailed or delivered to someone other than the undersigned, or to the undersigned at an address other than that shown in “Description of Rosetta Notes Tendered and in Respect of Which a Consent is Given.” Mail or deliver Rosetta Notes and/or cash amounts to:
Name:
		(PLEASE PRINT OR TYPE)

Address:




(INCLUDE ZIP CODE)


(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)



Name of Tendering Institution:

Account Number:

Transaction Code Number: