GUARANTY
Exhibit 10.36
This GUARANTY is made as of October 27, 2006 by NOBLE CORPORATION, a Cayman Islands exempted
company limited by shares (the “Company”), for the benefit of Xxxxxx X. Xxxxxxxx (the “Executive”);
WITNESSETH:
WHEREAS, Noble Drilling Corporation, a Delaware corporation and an indirect, wholly owned
subsidiary of the Company (“Noble-Subsidiary”), has entered into an Employment Agreement with the
Executive dated as of the date hereof (the “Employment Agreement”); and
WHEREAS, the Company desires to guarantee the performance by Noble-Subsidiary of its
obligations under the Employment Agreement, and the Board of Directors of the Company has
determined that it is reasonable and prudent for the Company to deliver this Guaranty and necessary
to promote and ensure the best interests of the Company and its Members;
NOW, THEREFORE, in consideration of the premises, the Company hereby irrevocably and
unconditionally guarantees, as primary obligor, the due and punctual performance by
Noble-Subsidiary of its agreements and obligations, all and singular, under the Employment
Agreement. This Guaranty shall survive any liquidation of Noble-Subsidiary or any of its
subsidiaries. This Guaranty shall be governed by and construed in accordance with the laws of the
State of Texas.
The obligations of the Company hereunder shall be absolute and unconditional and shall remain
in full force and effect until the termination of the Employment Agreement or the complete
performance by Noble-Subsidiary of its obligations thereunder, irrespective of the validity,
regularity or enforceability of the Employment Agreement, any change or amendment thereto, the
absence of any action to enforce the same, any waiver or consent by the Executive or
Noble-Subsidiary with respect to any provision of the Employment Agreement, the recovery of any
judgment against Noble-Subsidiary or any action to enforce the same, or any other circumstances
that may otherwise constitute a legal or equitable discharge or defense of the Company. The
Company waives any right of set-off or counterclaim it may have against the Executive arising from
any other obligations the Executive may have to Noble-Subsidiary or the Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
duly authorized officer as of the date first above set forth.
| NOBLE CORPORATION | ||||||
| By: | /s/ XXXX X. XXXXXXX
|
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| Name: | Xxxx X. Xxxxxxx | |||||
| Title: | President and CEO | |||||
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