ALTERNATIVE RESTRUCTURING TERMS Clause Samples

ALTERNATIVE RESTRUCTURING TERMS. The Alternative Restructuring Terms shall be identical to the Primary Restructuring Terms except that, on the Restructuring Effective Date: (a) the Perpetual Capital Securities Payment will not be paid to the Perpetual Capital Securities Holders; (b) any Shareholder which does vote in favour of the Shareholder Consents shall be entitled to receive shares in New Noble in the same proportion in which it would have received shares in New Noble if the Shareholder Consents had been passed; and (c) any Shareholder which does not vote in favour of the Shareholder Consents shall not be entitled to receive any shares in New Noble. SCHEDULE 3 ING ACCESSION DEED Date: [●] To: Noble Group Limited The Ad Hoc Group Deutsche Bank AG, London Branch From: ING Bank N.V. (“ING”) Dear Sirs, Restructuring Support Agreement dated 14 March 2018 (the “Agreement”) 1. We refer to the Agreement. This deed is the ING Accession Deed as defined in the Agreement. Except as otherwise defined herein, terms defined in the Agreement have the same meaning when used in this ING Accession Deed. 2. We agree, for the benefit of each Party, to be a Bilateral Bank under the Agreement and to be bound by the terms of the Agreement as a Bilateral Bank (in our capacity as a Bilateral Bank). 3. This ING Accession Deed (and any non-contractual obligations arising out of it) shall be governed by and construed in accordance with English law. 4. We would request that you treat the existence and contents of this ING Accession Deed with the utmost confidence and that you do not disclose these to any person (other than to your Related Entities and professional advisors) without our prior written consent. In witness whereof ING has executed and delivered this ING Accession Deed as a deed on the date appearing at the head of the document. EXECUTED and delivered as a DEED by ING BANK N.V. acting by ) ) )
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