SUBSIDIARY GUARANTY AGREEMENT
Exhibit 4.4
THIS SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty”), dated as of October 1, 2009, made by
the undersigned Subsidiary of Noble Corporation, a Cayman Islands exempted company limited by
shares (the “Company”; the undersigned Subsidiary of the Company being herein referred to as the
“Guarantor”), in favor of (i) the banks and other financial institutions that are parties to the
Credit Agreement (as hereinafter defined) and each assignee thereof becoming a “Lender” as provided
therein (the “Lenders”), (ii) Citibank, N.A., in its capacity as administrative agent (the
“Administrative Agent”) under the terms of the Credit Agreement and (iii) Other Agents and the
Issuing Banks (as such terms are defined in the Credit Agreement) under the terms of the Credit
Agreement (the Lenders, the Administrative Agent, the Other Agents, and the Issuing Banks being
collectively referred to herein as the “Guaranteed Parties”);
W I T N E S S E T H:
WHEREAS, the Company, the Lenders and the Administrative Agent have entered into a certain
Revolving Credit Agreement dated as of March 15, 2007 (as the same may hereafter be amended,
restated, supplemented or otherwise modified from time to time, and including all schedules,
riders, and supplements thereto, the “Credit Agreement”; terms defined therein and not otherwise
defined herein being used herein as therein defined);
WHEREAS, the Company owns, directly or indirectly, all or a majority of all outstanding
capital stock or other equity interests of the Guarantor;
WHEREAS, it is a requirement under Section 6.11(k) of the Credit Agreement that the Guarantor
execute and deliver this Guaranty, and the Guarantor desires to execute and deliver this Guaranty
to satisfy such requirement; and
WHEREAS, this Guaranty and the obligation of the Guarantor shall remain in full force and
effect until termination of this Guaranty as provided in Section 23 below or as otherwise provided
in Section 10(i) below;
NOW, THEREFORE, in consideration of the premises and in order to satisfy the requirements of
the Credit Agreement, and for Ten Dollars ($10.00) and other good and valuable consideration, the
Guarantor hereby agrees as follows:
SECTION 1. Guaranty. Subject to Section 23 below, the Guarantor hereby irrevocably
and unconditionally, guarantees the punctual payment when due, in lawful money of the United States
of America or in another currency as provided for in Section 3.2(a) of the Credit Agreement (the
“Obligation Currency”), whether at stated maturity, by acceleration or otherwise, of the Loans, L/C Obligations, and all other Obligations owing by the Company to
the Lenders, the Administrative Agent, the Swingline Leader, the Issuing Banks and Other
Agents, or any of them, under the Credit Agreement, the Notes, and the other Credit Documents, including
all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether
for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket
expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders or the
Administrative Agent in enforcing any rights under this Guaranty (collectively, the “Guaranteed
Obligations”), including without limitation, all interest which, but for the filing of a petition
in bankruptcy, would accrue on any principal portion of the Guaranteed Obligations. Any and all
payments by the Guarantor hereunder shall be made in the Obligation Currency free and clear of and
without deduction for any set-off, counterclaim, or withholding so that, in each case, each
Guaranteed Party will receive, after giving effect to any Indemnified Taxes (as such term is
defined in the Credit Agreement), the full amount, in the Obligation Currency, that it would
otherwise be entitled to receive with respect to the Guaranteed Obligations (but without
duplication of amounts for Indemnified Taxes already included in the Guaranteed Obligations). The
Guarantor acknowledges and agrees that this is a guarantee of payment when due, and not of
collection, and that this Guaranty may be enforced up to the full amount of the Guaranteed
Obligations without proceeding against the Company, against any security for the Guaranteed
Obligations, against any other Guarantor or under any other guaranty covering any portion of the
Guaranteed Obligations.
SECTION 2. Guaranty Absolute. The Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Credit Documents, regardless
of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of
such terms or the rights of any Guaranteed Party with respect thereto. Subject to Section 23
below, the liability of the Guarantor under this Guaranty shall be absolute and unconditional in
accordance with its terms and shall remain in full force and effect without regard to, and shall
not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation, the following (whether or not the Guarantor
consents thereto or has notice thereof):
(a) any change in the time, place or manner of payment of, or in any other term of, all
or any of the Guaranteed Obligations, any waiver, indulgence, renewal, extension, amendment
or modification of or addition, consent or supplement to or deletion from or any other
action or inaction under or in respect of the Credit Agreement or the other Credit
Documents, or any other documents, instruments or agreements relating to the Guaranteed
Obligations or any other instrument or agreement referred to therein or any assignment or
transfer of any thereof;
(b) any lack of validity or enforceability of the Credit Agreement or the other Credit
Documents, or any other document, instrument or agreement referred to therein or any
assignment or transfer of any thereof;
(c) any furnishing to the Guaranteed Parties of any additional security for the
Guaranteed Obligations, or any sale, exchange, release or surrender of, or realization on,
any security for the Guaranteed Obligations;
(d) any settlement or compromise of any of the Guaranteed Obligations, any security
therefor, or any liability of any other party with respect to the Guaranteed Obligations, or
any subordination of the payment of the Guaranteed Obligations to the payment of any other
liability of the Company;
(e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to the Guarantor or the Company, or any action
taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such
proceeding;
(f) any nonperfection of any security interest or lien on any collateral, or any
amendment or waiver of or consent to departure from any guaranty or security, for all or any
of the Guaranteed Obligations;
(g) any application of sums paid by the Company or any other Person with respect to the
liabilities of the Company to the Guaranteed Parties, regardless of what liabilities of the
Company remain unpaid;
(h) any act or failure to act by any Guaranteed Party which may adversely affect the
Guarantor’s subrogation rights, if any, against the Company to recover payments made under
this Guaranty; and
(i) any other circumstance which might otherwise constitute a defense available to, or
a discharge of, the Guarantor.
If claim is ever made upon any Guaranteed Party for repayment or recovery of any amount or amounts
received in payment or on account of any of the Guaranteed Obligations, and any Guaranteed Party
repays all or part of said amount by reason of (a) any judgment, decree or order of any court or
administrative body having jurisdiction over the Guaranteed Party or any of its property, or (b)
any settlement or compromise of any such claim effected by the Guaranteed Party with any such
claimant (including the Company or a trustee in bankruptcy for the Company), then and in such event
the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be
binding on it, notwithstanding any revocation hereof or the cancellation of the Credit Agreement,
the other Credit Documents, or any other instrument evidencing any liability of the Company, and
the Guarantor shall be and remain liable to the Guaranteed Party for the amounts so repaid or
recovered to the same extent as if such amount had never originally been paid to the Guaranteed
Party.
SECTION 3. Waiver. The Guarantor hereby waives notice of acceptance of this Guaranty,
notice of any liability to which it may apply, and further waive presentment, demand of payment,
protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action
by the Guaranteed Parties against, and any other notice to, the Company or any other party liable
with respect to the Guaranteed Obligations (including the Guarantor or any other Person executing a
guaranty of the obligations of the Company).
SECTION 4. Subrogation. The Guarantor will not exercise any rights against the
Company which it may acquire by way of subrogation or contribution, by any payment made hereunder
or otherwise, until all the Guaranteed Obligations shall have been irrevocably paid in full and the
Credit Agreement and all Letters of Credit shall have been irrevocably terminated. If any amount
shall be paid to the Guarantor on account of such subrogation or contribution rights at any time
when all the Guaranteed Obligations shall not have been paid in full, or the Credit Agreement or
any Letter of Credit shall not have been irrevocably terminated, such amount shall be held in trust
for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent
to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in
accordance with the terms of the Credit Agreement. If (i) the Guarantor shall make payment to the
Guaranteed Parties of all or any part of the Guaranteed Obligations and (ii) all the Guaranteed
Obligations shall be irrevocably paid in full and the Credit Agreement and all Letters of Credit
irrevocably terminated, the Guaranteed Parties will, at the Guarantor’s request, execute and
deliver to the Guarantor appropriate documents, without recourse and without representation or
warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the
Guaranteed Obligations resulting from such payment by the Guarantor.
SECTION 5. Severability. Any provision of this Guaranty which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
SECTION 6. Amendments, Etc. No amendment or waiver of any provision of this Guaranty
nor consent to any departure by the Guarantor therefrom shall in any event be effective unless the
same shall be in writing executed by the Administrative Agent and the Lenders.
SECTION 7. Notices. All notices and other communications provided for hereunder shall
be given in the manner specified in the Credit Agreement (i) in the case of the Administrative
Agent, at the address specified for the Administrative Agent in the Credit Agreement, and (ii) in
the case of the Guarantor, at the address specified for the Guarantor in this Guaranty.
SECTION 8. No Waiver; Remedies. No failure on the part of the Administrative Agent or
other Guaranteed Parties to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right. No notice to or demand on
the Guarantor in any case shall entitle the Guarantor to any other further notice or demand in any
similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or
other Guaranteed Parties to any other or further action in any circumstances without notice or
demand. The remedies herein provided are cumulative and not exclusive of any remedies provided by
law.
SECTION 9. Right Of Set Off. In addition to and not in limitation of all rights of
offset that the Administrative Agent or other Guaranteed Parties may have under applicable law, the
Administrative Agent or other Guaranteed Parties shall, upon the occurrence of any Event of Default
and whether or not the Administrative Agent or other Guaranteed Parties have made any demand or the
Guaranteed Obligations are matured, have the right to appropriate and apply to the payment of the
Guaranteed Obligations, all deposits of the Guarantor (general or special, time or demand,
provisional or final) then or thereafter held by and other indebtedness or property then or
thereafter owing by the Administrative Agent or other Guaranteed Parties to the Guarantor, whether
or not related to this Guaranty or any transaction hereunder.
SECTION 10. Continuing Guaranty; Transfer Of Obligations. This Guaranty is a
continuing guaranty and shall (i) remain in full force and effect, subject to Section 23 below,
until payment in full of the Guaranteed Obligations and all other amounts payable under this
Guaranty, irrevocable termination of all Letters of Credit and the termination of the Credit
Agreement, (ii) be binding upon the Guarantor, its successors and assigns, and (iii) inure to the
benefit of and be enforceable by the Administrative Agent, for the benefit of the Guaranteed
Parties.
SECTION 11. Governing Law; Appointment Of Agent For Service Of Process; Submission To
Jurisdiction; Waiver of Jury Trial.
(a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAW PRINCIPLES THEREOF).
(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR OTHERWISE RELATED HERETO
MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN THE BOROUGH OF MANHATTAN OR THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY
OF THIS GUARANTY, THE GUARANTOR HEREBY CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
JURISDICTION OF THE AFORESAID COURTS SOLELY FOR THE PURPOSE OF ADJUDICATING ITS RIGHTS OR THE
RIGHTS OF THE ADMINISTRATIVE AGENT AND OTHER GUARANTEED PARTIES WITH RESPECT TO THIS GUARANTY OR
ANY DOCUMENT RELATED HERETO. THE GUARANTOR HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM,
000 0XX XXXXXX, XXX XXXX, XXX XXXX 00000, AS THE DESIGNEE, APPOINTEE AND AGENT OF THE GUARANTOR TO
RECEIVE, FOR AND ON BEHALF OF THE GUARANTOR, SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY DOCUMENT RELATED HERETO AND SUCH SERVICE
SHALL BE DEEMED COMPLETED 30 DAYS AFTER MAILING THEREOF TO SAID AGENT. IT IS UNDERSTOOD THAT A
COPY OF SUCH PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE GUARANTOR AT
ITS ADDRESS SET FORTH HEREIN, BUT THE FAILURE OF THE GUARANTOR TO RECEIVE SUCH COPY
SHALL NOT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AFFECT IN ANY WAY THE SERVICE OF SUCH
PROCESS. IF FOR ANY REASON SERVICE OF PROCESS CANNOT PROMPTLY BE MADE ON EITHER SUCH LOCAL AGENT,
THE GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS
AFTER SUCH MAILING. THE GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH RESPECTIVE
JURISDICTIONS IN RESPECT OF THIS GUARANTY OR ANY DOCUMENT RELATED THERETO. NOTHING HEREIN SHALL
AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE GUARANTOR IN ANY OTHER
JURISDICTION.
(c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE GUARANTOR HEREBY IRREVOCABLY WAIVES ALL
RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION
WITH THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT OR ANY MATTER ARISING IN CONNECTION HEREUNDER OR
THEREUNDER.
(d) EACH OF THE GUARANTOR AND THE GUARANTEED PARTIES IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.7 OF THE CREDIT AGREEMENT. NOTHING IN
THIS GUARANTY WILL AFFECT THE RIGHT OF ANY SUCH PARTY TO SERVE PROCESS IN ANY MANNER PERMITTED BY
APPLICABLE LAW.
(e) EACH OF THE GUARANTOR AND THE GUARANTEED PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTION 11 OR OTHERWISE RELATING TO THE
CREDIT DOCUMENTS ANY PUNITIVE DAMAGES.
SECTION 12. [INTENTIONALLY OMITTED]
SECTION 13. Judgment Currency. The Guarantor’s obligation hereunder to make payments
in the Obligation Currency shall not be discharged or satisfied by any tender or recovery pursuant
to any judgment expressed in or converted into any currency other than the Obligation Currency,
except to the extent that such tender or recovery results in the effective receipt by the
Guaranteed Parties of the full amount of the Obligation Currency expressed to be payable under this
Guaranty or the Credit Agreement. If for the purpose of obtaining or enforcing judgment against
the Guarantor in any court or in any jurisdiction, it
becomes necessary to convert into or from any currency other than the Obligation Currency
(such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the
Obligation Currency, the conversion shall be made in accordance with Section 10.18 of the Credit
Agreement.
SECTION 14. Automatic Acceleration in Certain Events. Upon the occurrence of an Event
of Default specified in Section 7.1(f) or (g) of the Credit Agreement, all Guaranteed Obligations
shall automatically become immediately due and payable by the Guarantor, without notice or other
action on the part of the Administrative Agent or other Guaranteed Parties, and regardless of
whether payment of the Guaranteed Obligations by the Company has then been accelerated. In
addition, if any event of the types described in Section 7.1(f) or (g) of the Credit Agreement
should occur with respect to the Guarantor and Guarantor is a Significant Subsidiary, then the
Guaranteed Obligations shall automatically become immediately due and payable by the Guarantor,
without notice or other action on the part of the Administrative Agent or other Guaranteed Parties,
and regardless of whether payment of the Guaranteed Obligations by the Company has then been
accelerated.
SECTION 15. Maximum Obligations. (a) It is the intent of the Guarantor and the
Guaranteed Parties that the Guarantor’s maximum obligations hereunder shall be in, but not in
excess of:
(i) in a case or proceeding commenced by or against the Guarantor under the Bankruptcy
Code on or within one year from the date on which any of the Guaranteed Obligations are
incurred, the maximum amount which would not otherwise cause the Guaranteed Obligations (or
any other obligations of the Guarantor to the Guaranteed Parties) to be avoidable or
unenforceable against the Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any
state fraudulent transfer or fraudulent conveyance act or statute applied in such case or
proceeding by virtue of Section 544 of the Bankruptcy Code; or
(ii) in a case or proceeding commenced by or against the Guarantor under the Bankruptcy
Code subsequent to one year from the date on which any of the Guaranteed Obligations are
incurred, the maximum amount which would not otherwise cause the Guaranteed Obligations (or
any other obligations of the Guarantor to the Guaranteed Parties) to be avoidable or
unenforceable against the Guarantor under any state fraudulent transfer or fraudulent
conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of
the Bankruptcy Code; or
(iii) in a case or proceeding commenced by or against the Guarantor under any law,
statute or regulation other than the Bankruptcy Code (including, without limitation, any
other bankruptcy, reorganization, arrangement, moratorium, readjustment of debt,
dissolution, liquidation or similar debtor relief laws), the maximum amount which would not
otherwise cause the Guaranteed Obligations (or any other obligations of the Guarantor to the
Guaranteed Parties) to be avoidable or unenforceable against the Guarantor under such law,
statute or regulation including, without limitation, any state
fraudulent transfer or fraudulent conveyance act or statute applied in any such case or
proceeding.
(The substantive laws under which the possible avoidance or unenforceability of the Guaranteed
Obligations (or any other obligations of the Guarantor to the Guaranteed Parties) shall be
determined in any such case or proceeding shall hereinafter be referred to as the “Avoidance
Provisions”).
(b) To the end set forth in Section 15(a), but only to the extent that the Guaranteed
Obligations would otherwise be subject to avoidance under the Avoidance Provisions if the
Guarantor is not deemed to have received valuable consideration, fair value or reasonably
equivalent value for the Guaranteed Obligations, or if the Guaranteed Obligations would
render the Guarantor insolvent, or leave the Guarantor with an unreasonably small capital to
conduct its business, or cause the Guarantor to have incurred debts (or to have intended to
have incurred debts) beyond its ability to pay such debts as they mature, in each case as of
the time any of the Guaranteed Obligations are deemed to have been incurred under the
Avoidance Provisions and after giving effect to rights of contribution, indemnity and
subrogation as among the Guarantor and the Company, the maximum Guaranteed Obligations for
which the Guarantor shall be liable hereunder shall be reduced to that amount which, after
giving effect thereto, would not cause the Guaranteed Obligations (or any other obligations
of the Guarantor to the Guaranteed Parties), as so reduced, to be subject to avoidance under
the Avoidance Provisions. This Section 15(b) is intended solely to preserve the rights of
the Guaranteed Parties hereunder to the maximum extent that would not cause the Guaranteed
Obligations of the Guarantor to be subject to avoidance under the Avoidance Provisions, and
neither the Guarantor nor any other Person shall have any right or claim under this Section
15 as against the Guaranteed Parties that would not otherwise be available to such Person
under the Avoidance Provisions.
SECTION 16. Indemnity, Contribution, and Subrogation.
(a) In addition to all such rights of indemnity and subrogation as the Guarantor may have
under applicable law (but subject to Section 4 hereof), the Company agrees that (i) in the event a
payment shall be made on behalf of the Company by the Guarantor hereunder, the Company shall
indemnify the Guarantor for the full amount of such payment and the Guarantor shall be subrogated
to the rights of the person to whom such payment shall have been made to the extent of such
payment, and (ii) in the event any assets of the Guarantor shall be sold to satisfy a claim of any
Guaranteed Party hereunder, the Company shall indemnify the Guarantor in an amount equal to the
greater of the book value or the fair market value of the assets so sold.
(b) The Guarantor (a “Contributing Guarantor”) agrees (subject to Section 4 hereof), that, in
the event a payment shall be made by any other guarantor covering any portion of the Guaranteed
Obligations, or assets of any other guarantor shall be sold to satisfy a claim of any Guaranteed
Party hereunder, and such other guarantor (the “Claiming Guarantor”) shall not have been fully
indemnified by the Company as provided in paragraph (a) above, the
Contributing Guarantor shall indemnify each Claiming Guarantor in an amount equal to the
amount of such payment or the greater of the book value or the fair market value of such assets, as
the case may be, in each case multiplied by a fraction of which the numerator shall be the net
worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate
net worth of the Company and the Guarantor on the date hereof (or, in the case of any Guarantor
becoming a party hereto pursuant to Section 22, the date of the Supplement hereto executed and
delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming
Guarantor pursuant to this paragraph (b) shall be subrogated to the rights of such Claiming
Guarantor under paragraph (a) above to the extent of such payment. As used herein, the term “net
worth” shall mean, as at any date of determination, the consolidated shareholders’ equity of the
Company and the Guarantor, as determined in each case on a consolidated basis in accordance with
GAAP.
SECTION 17. Information. The Guarantor assumes all responsibility for being and
keeping itself informed of the Company’s financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature,
scope and extent of the risks that the Guarantor assumes and incurs hereunder, and agrees that none
of the Guaranteed Parties will have any duty to advise the Guarantor of information known to it or
any of them regarding such circumstances or risks.
SECTION 18. Representations and Warranties. The Guarantor represents and warrants as
to itself that all representations and warranties relating to it contained in Article 5 of the
Credit Agreement are true and correct.
SECTION 19. Survival of Agreement. All agreements, representations and warranties
made herein shall survive the execution and delivery of this Guaranty, the Credit Agreement, the
making of the Loans, and the execution and delivery of the Notes and the other Credit Documents and
the issuance of Letters of Credit.
SECTION 20. Counterparts. This Guaranty and any amendments, waivers, consents or
supplements may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be deemed an original,
but all such counterparts together shall constitute but one and the same instrument.
SECTION 21. Currency of Payment. All payments to be made by the Guarantor hereunder
shall be made in the applicable currency as provided in Section 10.18 of the Credit Agreement and,
in the case of any required conversion of any currency, shall be determined, and the related
amounts calculated, in the manner provided in Section 10.18 of the Credit Agreement.
SECTION 22. Additional Guarantors. Upon execution and delivery by any Subsidiary of
the Company of an instrument in the form of Annex 1, such Subsidiary shall become a
Guarantor hereunder with the same force and effect as if originally named a Guarantor herein (each
an “Additional Guarantor”). The execution and delivery of any such instrument shall not require
the consent of the Guarantor. The rights and obligations of the Guarantor
hereunder shall remain in full force and effect notwithstanding the addition of any Additional
Guarantor as a party to this Guaranty.
SECTION 23. Termination of Guaranty. In addition to termination upon payment in full
of all of the Guaranteed Obligations (subject to the last sentence of Section 2 hereof), all
obligations of the Guarantor to the Guaranteed Parties hereunder shall terminate upon the delivery
by the Company to the Administrative Agent of a certificate stating that (i) the aggregate
principal amount of Indebtedness of all Subsidiaries outstanding pursuant to Section 6.11(j) and
(k) of the Credit Agreement is equal to or less than the Subsidiary Debt Basket Amount, and (ii) no
Default or Event of Default has occurred and is continuing. Upon compliance with the foregoing,
the Administrative Agent and the Lender shall provide written confirmation of such termination as
may be reasonably requested by the Guarantor.
IN WITNESS WHEREOF, the Guarantor and the Administrative Agent have caused this Guaranty to be
duly executed and delivered by their respective duly authorized officers as of the date first above
written.
| Address for Notices: | NOBLE HOLDING INTERNATIONAL LIMITED, a Cayman Islands exempted company |
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| c/x Xxxxxx & Xxxxxx | limited by shares | ||||
X.X. Xxx 000, Xxxxxx Xxxxx
|
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Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx
|
By: | /s/ Xxxx X. Xxx | |||
Grand Cayman, Cayman Islands
|
Name: | Xxxx X. Xxx | |||
British West Indies
|
Title: | Director | |||
| CITIBANK, N.A. (“Administrative Agent”) |
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| By: | /s/ Xxxxxx Xxxxxxx | ||||
| Name: | Xxxxxx Xxxxxxx | ||||
| Title: | Director | ||||
| SECTION 16 OF THE FOREGOING GUARANTY ACKNOWLEDGED AND AGREED TO: NOBLE CORPORATION |
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| By: | /s/ Xxxx X. Xxx | |||
| Name: | Xxxx X. Xxx | |||
| Title: | Director | |||
