Certain identified information has been excluded from the exhibit because it is both not
material and would likely cause competitive harm to the registrant if publicly disclosed.
AMENDMENT NO. 1 TO BACKSTOP COMMITMENT AGREEMENT
This AMENDMENT NO. 1 TO BACKSTOP COMMITMENT AGREEMENT, dated as of November 25, 2020 (this Amendment), is made by and among Noble Holding Corporation plc (formerly known as Noble Corporation plc), a company organized under the Laws of England and Wales (the Company), and each of its direct and indirect debtor subsidiaries that filed chapter 11 cases on July 31, 2020 and September 24, 2020 under Title 11 of the United States Code, 11 U.S.C. §§ 101-1532 currently pending in the United States Bankruptcy Court for the Southern District of Texas (together with the Company, each a Debtor and, collectively, the Debtors), on the one hand, and the Requisite Backstop Parties set forth on the signature pages hereto, on the other hand. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Backstop Commitment Agreement, dated as of October 12, 2020 (the Backstop Commitment Agreement), by and among the Debtors and the Backstop Parties.
WHEREAS, pursuant to Section 10.7 of the Backstop Commitment Agreement, the Backstop Commitment Agreement may be amended, restated, modified, or changed only by a written instrument signed by the Debtors and the Requisite Backstop Parties (other than a Defaulting Backstop Party); and
WHEREAS, the Debtors and the Requisite Backstop Parties desire to amend the Backstop Commitment Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth in this Amendment, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1. Amendments to Recitals.
(a) The third recital to the Backstop Commitment Agreement is hereby amended and restated in its entirety as follows:
WHEREAS, pursuant to the Restructuring Support Agreement, the Plan and this Agreement, the Company will conduct the Rights Offering (as defined below) of rights (the Rights) to subscribe for on the Effective Date (as defined below), at an aggregate subscription price of Two Hundred Million Dollars ($200,000,000) for the Rights Offering Securities (as defined below), Two Hundred Million Dollars ($200,000,000) in aggregate principal amount of Second Lien Notes (as defined below), which may be issued with original issue discount (OID) equal to the aggregate nominal value of the Participation Equity (as defined below), of which (i) One Hundred Sixteen Million Dollars ($116,000,000) in aggregate principal amount of Second Lien Notes, which may be issued with OID equal to the aggregate nominal value of 58% of the Participation Equity (equal to 58% of the Second Lien Notes offered in connection with the Rights Offering), including the Ad Hoc Guaranteed Group Holdback Notes (as defined below), shall be offered to