EXHIBIT 10.9
GUARANTY
This GUARANTY is made as of April 30, 2002 by NOBLE CORPORATION, a
Cayman Islands exempted company limited by shares (the "Company"), for the
benefit of Xxxxx X. Xxxxxxxxx (the "Executive");
WITNESSETH:
WHEREAS, Noble Drilling Corporation, a Delaware corporation and an
indirect, wholly owned subsidiary of the Company ("Noble-Delaware"), has entered
into an Amended and Restated 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-Delaware 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-Delaware of its agreements and obligations, all
and singular, under the Employment Agreement. This Guaranty shall survive any
liquidation of Noble-Delaware 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-Delaware 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-Delaware with respect to any provision of the Employment
Agreement, the recovery of any judgment against Noble-Delaware 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-Delaware 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/ Xxxxx X. Day
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Name: Xxxxx X. Day
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Title: Chairman and Chief Executive Officer
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