Listen to the first bankruptcy court hearing of defense contractor Noble Supply & Logistics held September 1, 2026

Good morning, all. This is Judge Golvoat. We are on the record in INREI Noble Supply and Logistics LLC, et al, Case Number 20300And69. We are proceeding, I guess, this afternoon by way of Zoom. So usual Zoom rules are in effect.

And with that, I'm happy to pass the virtual podium over to counsel for the debtor to kick us off. Mr. Alberto, is that you?

It is, Your Honor. Thank you. It's good to see you again. Justin Alberto from TollShots, proposed counsel for the debtors. First, I want to start by thanking your honest chambers for accommodating us on short notice and also Ms.

Casey for working with us over the weekend yesterday and again this morning to resolve what I believe to be all of the outstanding issues for this morning. Earlier this morning, my firm submitted a number of revised orders incorporating Ms. Casey's comments both on the docket and then as recently as in the last hour also via email to your chambers with a few further red lines addressing what we think were the remaining points raised by the Office of the United States Trustee. I believe Ms. Casey will be putting some things on the record today as we work through the agenda, but for all intents and purposes, I believe we're here on a consensual basis.

As far as the roadmap for today, Your Honor, I'd like to start with some introductions after which you will hear some remarks from our Co Counsel, Charlie Starrett at Kirkland and Ellis who is also on the video. Then my partner, Anthony DeLeo will present an overview of how the company got here and where it intends to go in these cases. And finally, Honor, we'll tackle the agenda albeit slightly out of order if your honor permits. For introductions, Your Honor, starting with the company, we're joined on the Zoom today by the debtors' CEO, Tom Noble and the debtors' Chief Legal Officer, Gary Campbell. Next, the debtors' Chief Transformation Officer, Robert Albergotti of PPPTRS, he's also on the Zoom.

And as detailed in Mr. Albergotti's First Day declaration, we filed these cases with the support of our lenders. The ABL is held by JPMorgan, which is represented by Dan Fiorello of Ottoburg and Zack Saffiro of Richards, Latham and Finger. The term loan is held by Blue Torch Finance, which is represented by Adam Harris and Ruben Dzingoff of McDermott, Will and Schulte. And finally, certain subordinated noteholders from CGIM are represented by Allison Nieltje of Young Conway, starting at Taylor.

I mentioned Mr. Sterik, who is on the video, but before I turn it over to him, last but not least, I'm joined by a number of my colleagues from cold shots, my partners Seth Van Aulten, Patrick Reilly, Sarah Karnes and Anthony DeLeo. And a number of my colleagues that you will hear from on the operational motions as we get to the agenda, Jack Daugherty, Natalie Gibson, Julie Aberasturi and Amanda Persiggi. So, with that, Your Honor, I'll turn it over to Mr. Starrett for his opening remarks.

Terrific. Thank you, Mr. Alberto. And for those of you who are virtually here from out of town, let me virtually welcome you to Wilmington. And with that, Mr.

Starrett, you may proceed.

Thank you, your honor. Good afternoon. Again, Charlie Starratt of Kirkland and Ellis, post co counsel to the debtors. We appreciate the court making the time on short notice for this important first day hearing and echo mister Alberto's remarks with respect to, miss Casey's, help in getting to a consensual place coming into today's hearing. Kirkland's been working with and representing Noble for almost two years.

This is a company that does important work and has a real life impact on the servicemen and women of The United States and its allies. This company fought to avoid being before the court today and explored all alternatives reasonably available under the circumstances to avoid a bankruptcy filing. When it became clear that the value maximizing path forward for this company required an automatic stay and the breathing spell afforded to debtors under chapter 11, the company, with the support of its senior lenders, prepped as expeditiously and efficiently as possible. Coal shots did the yeoman's work in getting Noble positioned for what we expect to be a soft landing into chapter 11, and you'll hear more from Coal shots today. This court should understand, however, from the outset that Noble and its board feel very strongly about minimizing disruption to customers and the ultimate end users of products supplied by Noble in the armed forces.

We're before your honor on a narrow path seeking to achieve a sale transaction and confirm a chapter 11 plan with that overarching goal in mind, provide continuity and minimize disruption to Noble's customers and the warfighter. That narrow path is constrained by Noble's precarious financial position and the terms on which the company's senior lenders were willing to agree to the consensual use of cash collateral. It's our expectation that Coal Shops will continue to aptly and efficiently handle and advance Noble's interests as in these chapter 11 cases, while Kirkland as co counsel will seek to advocate and advise Noble as and where appropriate. With that, unless your honors any questions, I'll cede the virtual podium to mister DeLeo of Cole Schatz who can provide additional background on the company and the relief that we're looking for today.

Thank you, Mr. Starett. Appreciate that. I'm happy to hear from Mr. DeLeo.

Thank you, Mr. Starett. Good afternoon, Your Honor. Anthony DeLeo of Coleshot's proposed counsel to the debtors. To echo Mr.

Starett, the debtors were able to reach an agreement with the secured lenders to use cash collateral subject to an agreed budget, which we believe will be sufficient to fund the administration of these cases. Cases we hope will culminate in the successful sale of the business, but in any event, ones in which we will maximize the value of the debtors assets through a parallel orderly liquidation course, while continuing to provide mission critical support to military units globally. The debtors, Your Honor, faced massive operational and liquidity challenges heading into the weeks prior to the filing, all as outlined at length in Mr. Albergati's first day declaration and which I will not belabor this morning. We are laser focused on the sale process, your Honor, and the debtor team has been in contact with multiple potential bidders and we intend to file a motion to approve bidding procedures by Monday.

We are moving quickly here, your Honor, as reflected by the cash collateral milestones requiring us to execute an asset purchase agreement or file a plan acceptable to the lenders over the next fourteen days to obtain a bidding procedures order in thirty five days and to consummate the sale of substantially all of the debtors' assets or obtain confirmation of a plan in seventy five days. I did want to give Your Honor a brief overview of the debtors' business. Your Honor, Noble is a global supplier of non lethal equipment and other supplies to the United States military and its allies. Founded in 2003, Noble has served the United States Department of War and other government customers for over twenty years. With its approximately two ninety four employees across 19 domestic and foreign locations, Noble connects over 4,000 government customers to over 15,000 vendors, ensuring efficient supply lines and promoting military readiness.

Historically, your Honor, Noble is the fifth largest supplier to the Defense Logistics Agency or the DLA, which manages the military's global supply chain. And Noble is also a trusted partner of the General Services Administration, which supports the functionality of a wide variety of federal agencies. I expect your Honor will hear the name DLA quite frequently throughout this case. The DLA, your Honor, is Noble's largest customer and it is the counterparty to the one point two billion dollars FSG53 contract, a single award contract obtained by Noble in 2022 through which Noble agreed to supply the DLA with aerospace products over a ten year term. And this, Your Honor, represented a massive expansion of Noble's business, requiring tens of millions of dollars of investment.

Unfortunately, your Honor, a number of issues arose under the FSG53 contract ranging from DLA's unexpected order delays to its multiple non renewals and term reductions to its most recent cancellation of $400,000,000 of orders under a separate special operations equipment contract. All of these have compounded and exacerbated Noble's equipment constraints and significantly strained the party's relationship. Noble has pursued an $86,000,000 claim against DLA under the FSG53 contract and we will of course continue to pursue that on behalf of these estates. But to be clear, your Honor, what is really needed here is a holistic and consensual resolution with the DLA. And it is our hope that we can get to one quickly now that we're here in Chapter 11 because the reality is, your Honor, this business simply cannot be sold, it cannot continue, the value of its assets cannot be maximized without agreement with the DLA on a clear path moving forward.

And through the management team, the Portage team and my colleagues, those efforts have been undertaken, your Honor, and they will continue. Your Honor, Noble supplies the DLA and other government contractors or customers through two core types of contracts. The first is known as a High Touch Customer Solutions or HTCS contract. These contracts account for approximately 70% of Noble's business. An HTCS contract is a multi award contract, meaning the contract is awarded to multiple counterparties who then bid for individual orders issued under the contract for over a one to ten year period.

In an HTCS model, products are typically drop ship directly from vendors to customers requiring comparatively minimal capital investment from Noble. The product supplied through Noble's HTCS contracts include everything from communications equipment, unmanned aircraft and aerospace technology, safety equipment and tactical gear and construction equipment. The second type of contract is known as a Global Supply Chains Program or GSCP contract. These contracts account for the remaining 30% of Noble's business. A GSCP contract is a single award contract like the FSG53 contract, meaning that Noble is the sole supplier under the contract, typically for a term of five or ten years.

Unlike HTCS contracts, Noble is typically required to procure, store and ship inventory supplied under a GSP contract to its customers, requiring Noble to make significant capital investments to timely meet its obligations. Through its GSEP contracts, Noble is the exclusive supplier of maintenance, repair and overhaul or MRO products, meaning tools and other supplies necessary to maintain aircraft, tactical vehicles and other defense equipment in two out of 18 domestic geographic regions and Noble also supplies MRO products to customers located in Europe, Asia and The Middle East on a non exclusive basis. With respect to the capital structure, Your Honor, the debtors entered these cases with approximately $292,000,000 in funded debt obligations. At this point, your Honor, the debtors have only approximately $1,000,000 in ABL debt with JPMorgan, consisting of credit card obligations and outstanding letters of credit. These were effectively cash collateralized pre petition, Your Honor, leaving no outstanding principal loan balance to be paid.

The debtors owe Blue Torch approximately $134,000,000 in term loan debt. The ABL and term lenders are each secured by first priority liens on substantially all the debtors assets with the ABL holding a first priority lien on accounts receivable, inventory, deposit, accounts and cash and the term loan holding a first priority lien on the debtors hard assets and intellectual property and each lender holding a second priority lien on the other's primary collateral all pursuant to an intercreditor agreement. Moving down the debt stack, your Honor, the debtors owe Prudential approximately $120,000,000 on account of subordinated notes secured by a junior lien on substantially all the debtors assets and $36,000,000 on account of an unsecured promissory note issued to certain former stakeholders of Federal Resources Supply Company, which debtors acquired in 2021. The Federal Resources note is contractually subordinate to the ABL term loan and prudential notes. And lastly, your Honor, the debtors also have approximately $250,000,000 in unsecured trade debt owed to their vendors, landlords, employees and other general unsecured creditors.

Unless, your Honor, has any questions concerning the debtors business and the events leading us here today, I would propose we move on to the motion scheduled for today.

No, that background was very helpful as were the first day papers. So, I very much appreciate that. And I'm happy to allow you to proceed through the agenda.

Thank you, Your Honor. Your Honor, there were some loose ends we were working to tie up with the lenders in The U. S. Trustee in the hours before the hearing. These were not in our view major issues, but as Mr.

Alberto indicated, we believe we are fully consensual on all matters going forward at today's hearing. Unless your Honor has a preference, I would propose we take the matters in the order in which they appear on the agenda, subject to one exception, which is that we begin with cash collateral, which I will be presenting.

That's unless any parting interest would like to proceed otherwise that's fine. Okay. Go ahead.

Your Honor, before we turn to cash collateral, we filed the declaration of Robert Albergotti, the Chief Transformation Officer of the debtors in support of our first day motions at Docket Number 15. At this time, I would like to move the Albergotti Declaration into evidence along with his separate declaration filed at Docket Number 14 in support of the cash collateral motion. Mr. Albergotti is appearing remotely today. I believe your Honor can see him on the screen and he is available for cross examination.

Okay. Is there any parting interest that objects to the admission into evidence of either of Mr. Albergotti's two declarations filed at DI-fourteen and 15? Seeing none, those declarations will be admitted. Is there any parting interest that wishes to cross examine the declarant?

Seeing none, Mr. DeLayo, you may proceed.

Thank you, Your Honor. Turning now to cash collateral. Your Honor, the debtors cash collateral motion appears at Docket Number 13. And after working through various issues with Ms. Casey of the unit of the United States Trustee's Office, We send your honor a mark above the proposed interim order shortly before the hearing.

It is my belief and anyone can correct me if I'm wrong that the revised order circulated resolves all outstanding issues. I'm happy to walk your Honor through any of the changes or answer any questions regarding the revisions or I can simply proceed with the motion, however, your Honor would prefer.

So, why don't you, unless there's a party in the interest who thinks otherwise, just proceed with the motion and then we can address any of the changes if necessary?

Thank you. Your Honor, what we have negotiated here is consensual use of the lender's cash collateral pursuant to a thirteen week budget attached to the order in exchange for a standard adequate protection package including adequate protection liens, super priority claims, reporting, payment of advisor fees and a weekly pay down of term loan debt. The adequate protection package was required by the pre petition secured parties as a condition to allowing the debtors to use cash collateral. As detailed in Mr. Albergotti's declaration, the debtors have a dire need to access cash here to maintain operations and to run a sale process for their assets.

As your Honor can see from the milestones attached to the order, the debtors must close a sale or confirm a plan within seventy five days from the petition date. This is no small task, your Honor, and the only way it can be done is with access to the funds necessary to administer these cases and more importantly, continue operating as a going concern during this process. And this would simply be impossible if this motion were to be denied. The debtors submit that the terms of this order are market and in the best interest of the debtors' estates and necessary to avoid immediate and irreparable harm. And for all the reasons detailed in our motion and in the Albergati Declaration, the debtors respectfully request entry of the proposed interim order approving the motion.

Okay. Is there any parting interest that would like to be heard with respect to the debtors' motion seeking authority to use the lenders' cash collateral in providing adequate protection? Seeing none, so I've reviewed the motion, the supporting declarations, the order and I confess just now the red line. I'm certainly satisfied from the record before me that the debtor requires the use of cash collateral in order to administer these cases that the lenders are entitled to adequate protection that the terms of and the conditions on that use, as Mr. DeLeo describes, are broadly speaking market conditions.

The changes made in the red line are largely self explanatory and seem to me to be appropriate. So I'm satisfied that the relief sought is warranted by the circumstances of the case and the record before the court. And we will go ahead and enter that order.

Thank you, your honor. One last thing before I cede the podium. We understand the communications with chambers that the court has September 28 at 11AM available for a second day hearing in these cases. If that is acceptable to your honor, we ask that we include that date as the date for a final hearing on all of the motions today that require a final hearing.

If that's what miss Barksdale says, then who am I to disagree? But it looks like that date does work on the calendar. So any and it comports with the local rules. So we'll go ahead and set the second day for the twenty eighth and obviously the risk the objection headlines should be filled in to comport with local rules.

Thank you, Your Honor. With that, I will send the podium to my colleague, Natalie Gibson to present the next agenda item. Okay.

Thank you, Mr. DeLeo. Ms. Gibson?

Good morning, Your Honor. For the record, Natalie Gibson of Kohl Schatz, Post Counsel to the Debtors. We're turning back to the order on the agenda now and I have the pleasure of presenting the first two items on the agenda. The first item on the agenda is the debtors' motion for joint administration, which was filed at Docket No. Three.

The debtors before you today consist of 11 affiliated entities who are seeking to have their Chapter 11 cases jointly administered for procedural purposes only. These debtors also seek to use a consolidated caption pursuant to Bankruptcy Rule ten fifteen. We're anticipating that a vast majority of the matters and issues in these proceedings will apply to all 11 of

these debtors and I

understand that The U. S. Designates Noble Supply and Logistics LLC as the lead case and authorizing the joint administration of these Chapter 11 cases.

Okay. Is there any party interest that would like to be heard with respect to the debtors motion seeking joint administration filed at docket item three? Seeing none, I have reviewed the motion in order. I'm satisfied, as Ms. Gibson describes, that the release sought is customary and appropriate.

And we will go ahead and enter that order.

Thank you, Your Honor. Moving to the second item on the agenda. It is the application to employ Kurtzman Carson Consultants, LLC, who we all know as Verita Global, as the debtor's claims and noticing agent. This application can be found at Docket Number four. As the first matter of business here, the debtors seek to admit the declarations of Evan Gershwein into evidence.

Mr. Gershwein is an Executive Vice President at Verida Global and his declaration in support of Verida's application can be found as Exhibit B to Docket Entry four. Mr. Gershwein also has a supplemental declaration, which included VERITA's fee structure and the parties and interest list used for conflict checks and that was filed this morning at docket entry number 44. I note for the record that Mr.

Gershwein is attending this hearing virtually and he is available for any cross examination or questions from the court. With that, the debtors ask that Mr. Gershbein's declarations be admitted into evidence.

Okay. Is there any party in interest that objects to the introduction into evidence of either the initial Gershbein declaration that was appended to the motion or to the supplemental declaration that I understand was filed in a sealed version at DI-forty 3 and a redacted version on the public docket at DI-forty 4. Seeing no objection, the declarations will be admitted. Is there any part in interest that wishes to cross examine the declarant? Seeing none, Ms.

Gibson, you may proceed.

Thank you, Your Honor. Turning to the relief requested. With nearly 3,000 parties on the consolidated creditor matrix, the local rules direct the appointment of a claims agent. In accordance with the local rules, the debtors also solicited multiple proposals before selecting Verida Global to proceed with. The debtors also received comments from the U.

S. Trustee and incorporated those comments into the revised proposed order that we filed at Docket Number 42. Therefore, the debtors ask that the court enter the proposed order that appoints TheraDA Global as the debtors claim and noticing agent and make that effective as of the petition date.

Okay. Is there any party in interest that would like to be heard with respect to the debtors motion seeking to appoint Kurtzman Carson as the claims and noticing agent? Seeing none, I've reviewed the motion, the declarations in support, form of order, including the red lines that came through just before I got on the bench. I'm satisfied that the relief sought is appropriate that as Ms. Gibson describes is required by the local rules under the facts presented.

And we will go ahead and enter that order.

Thank you, Your Honor. Those are the matters I have for you today. And I now turn over the virtual podium to Julie Aberasturi.

Okay. Thank you, Ms. Gibson. Ms. Aberasturi, you may proceed.

Good afternoon, Your Honor. Julia Barasser from Coleshaw's Proposed Counsel for the Debtors. Next up is Item Number three on the agenda, which is Docket Number five, the Debtors Motion Seeking Entry of an Order Restating and Enforcing the Worldwide Automatic Stay, antidiscrimination Provisions and ipso facto protections of the bankruptcy code and approving the form and manner of notice related thereto. The debtors further seek authority to translate the motion and order and the notice to better inform parties and interests. As set forth in the First Day declaration, the debtors' geographic footprint includes operations all across the globe and the relief sought herein will dissuade foreign parties and interests from taking improper actions against the debtors and states.

The debtors provided a copy of the motion and proposed order to The U. S. Trustee and pre petition lenders and incorporated any comments received into a revised proposed order, which is filed at Docket Number 45. And so unless Your Honor has any questions, we would respectfully request that the motion be granted and the proposed order be entered.

Thank you, Deborah. Story, is there any party in interest who would like to be heard with respect to the motion seeking, what we'll call the automatic stay motion that would include a few matters beyond that? Okay. So here's one where I hadn't reviewed the red line before getting on the bench. So with my apologies, if you just bear with me, I feel like I ought to make sure that I've seen the final form of order.

And if I have questions, be sure to raise

them.

I see. So this, the revised version, is it DI 45?

Yes, your honor.

Let me just take a quick look at this to make sure that I've actually done my job and read the order that I'm entering.

Thank you.

Okay. So I've now reviewed the revised form of order. I'm satisfied that this order is appropriate. I appreciate the work of the parties to work through those changes, which strike me as appropriate and helpful. But I'm satisfied that the order correctly explains the effect of the filing on the respective rights of various parties in interest and that the order is, serves a useful role under the circumstances of this case.

So in the absence of any objection, I will go ahead and enter that order.

Thank you, Your Honor. I'd like to next turn to Item Number four on the agenda, which is Docket Number six, the debtor's motion for entry of interim and final orders approving the proposed form of adequate assurance payments, establishing procedures for resolving objections objections by utility companies and prohibiting utility companies from discontinuing service. On average, the debtors spend approximately $8,430 each month on utility costs and the debtors intend to pay post petition obligations owed to the utility providers in a timely manner. The debtors proposed to deposit $4,215 as adequate assurance. The debtors provided a copy of the motion and proposed order to The U.

S. Trustee and pre petition lenders and incorporated any comments received into a revised proposed order, which was filed at the Dock at Number 46. And unless, Your Honor, has any questions, we would respectfully request that the motion be granted and the proposed interim order be entered.

Okay. Is there any parting interest that would like to be heard with respect to the debtors utilities motion? Just give me one quick second here. Okay. So I've reviewed the motion.

Obviously, the supporting declaration, the proposed form of order and now the red line of the form of order. I'm satisfied that this relief is standard and appropriate and in the best interest of the estate. And we will go ahead and enter that order.

Thank you, Your Honor. At this time, I'll turn the presentation over to Amanda Tercini. Thank you.

Okay. Very well. Thank you. And Ms. Tercini, you may proceed.

Thank you. Good afternoon, Your Honor. Amanda Tresini of Coleshott's Proposed Counsel to the Debtors. I'll be proceeding with the next two matters on the agenda. The first item, Agenda five is the Debtors Redactions Motion filed at Docket Number seven.

Through this motion, the debtors are seeking authority to redact certain personally identifiable information of individuals, namely home and email addresses, from the court's public docket in compliance with applicable privacy laws. This relief will promote efficient administration while safeguarding sensitive and confidential information and will prevent the debtors from liability in connection with certain data privacy statutes and regulations. Unredacted versions will be maintained and made available to the court, The U. S. Trustee, counsel to the pre petition secured parties, any committees appointed in these cases, the claims and noticing agent, and upon request by any party in interest.

Additionally, through this motion, the debtors are seeking authority to serve parties in interest by electronic mail. After further consultation with the United States trustee, the debtors are seeking this particular relief subject to entry of a final order on the motion. The United States trustee and pre petition secured parties have both reviewed this requested relief and any comments have been incorporated to the interim order or were ultimately resolved. The debtors uploaded the revised proposed order for the redactions motion this morning, Your Honor, at DACA No. 58.

Although as Mr. Alberto referenced, we subsequently made changes to incorporate additional comments from the U. S. Trustee and and a red line reflecting those new changes was emailed to Chambers prior to the hearing. So unless your Honor has any questions, the debtors respectfully request entry of this interim relief.

Okay. Is there any parting interest that would like to be heard with respect to the debtors redaction motion? Okay. Seeing none, I have reviewed the motion in order, including the revisions that came through this morning. I'm satisfied that the relief sought as customary and appropriate, certainly on an interim basis.

And so we will go ahead and enter that order.

Your Honor. The next item on the agenda, Item six is the debtors tax motion filed at DACA No. Eight. As of the petition date, the debtors have accrued approximately $40,000 in taxes and fees, which will come due during the interim period. The debtors may incur additional taxes and fees that they will be required to pay as a result of additional assessments of taxes resulting, taxes or fees resulting from audits that the debtors may be subject to.

As a result, the debtors are seeking authority, but not direction to pay up to $500,000 in taxes and fees that may come due during the interim period. Payment of these taxes and fees is critical so that the debtors can stay current on their tax liabilities and avoid the accrual of interest or penalties, ultimately preserving the value of the debtors' estates and ensuring uninterrupted operations of the debtors business during these Chapter 11 cases. We discussed this proposed interim order with the U. S. Trustee and pre petition secured parties and any comments of two either been resolved or incorporated into the revised proposed orders.

We filed a revised order this morning at Docket Number 47, but for this interim order as well, Your Honor, we subsequently made changes incorporating additional comments from the United States Trustee, which confirms that the relief does not authorize payment of pre petition fees that were incurred by tax service providers or other tax professionals. And a red line reflecting those new changes was also emailed to your chambers prior to hearing. Unless your Honor has any questions, the debtors respectfully request entry of this interim release.

Okay. Is there any parting interest that would like to be heard with respect to the debtors motion seeking authority to pay certain pre petition taxes and fees? Okay. Seeing none, I've reviewed the motion in order. I just was able to review the various red lines.

I'm satisfied that the relief sought is appropriate based on the circumstances of the case. And we will go ahead and enter that order on an interim basis.

Thank you, Your Honor. And with that, I will cede the virtual podium to my colleague, Jack Doherty.

Okay. Very well. Thank you, Mr. Doherty. Mr.

Doherty?

Good afternoon, Your Honor. Jack Doherty of Coleshotts, P. C, proposed co counsel to the debtors. The first motion I'll be presenting today is the insurance motion, which is Agenda Item Number seven, and it was filed at Document Number nine. Under the insurance motion, the debtors are seeking to maintain coverage under their existing insurance policies and pay their related pre petition and post petition obligations.

Also, we're seeking to renew, amend, supplement, extend or purchase insurance in the ordinary course post petition and continue paying the fees of our insurance brokers. The relief requested is necessary in order for the debtors to maintain the uninterrupted operations of their business post petition as well as to protect the debtors from economic exposure in the event the policies were allowed to lapse. Critically, the debtors are required to maintain insurance coverage under The U. S. Trustee guidelines in Section eleven twelve of the code to protect the value of their assets.

The debtors do not currently believe any pre petition amounts under the insurance policies are outstanding as of the petition date. Rather, we seek this relief out of an abundance of caution. The debtors filed a revised proposed order this morning in Docket Number 50 incorporating comments from the U. S. Trustee.

Other than the U. S. Trustee's comments, the debtors did not receive any other comments or objections to the relief sought in the motion or the proposed form of order. Accordingly, unless Your Honor has any questions, the debtors respectfully request that the court enter the revised proposed interim order.

Thank you, Mr. Doherty. Is there any parting interest that would like to be heard with respect to the debtor's motion seeking interim authority to pay certain pre petition amounts that may or may not be due with respect to insurance obligations? Okay. So I've reviewed the motion in order.

I'm satisfied that the relief saw it as customary and appropriate. I have had a chance to look at the red line and have no concerns about those changes. So in the absence of any objection, we will go ahead and we'll enter that order on an interim basis.

Thank you, Johan. The next motion I'll be presenting is the wages motion, which is agenda number eight, which was filed at Docket Number 10. For the wages motion, the debtors are seeking authority to pay pre petition wages, salaries, commissions, benefits and certain reimbursable expenses and to continue certain compensation and benefits programs in the ordinary course. As of the petition date, the debtors employ approximately two sixty nine full time employees, three part time employees across The USA, Germany, Japan, Kazakhstan and Poland. The debtors also utilize approximately 16 independent contractors and nine staffing agency workers.

And, your Honor, the debtors depend on their employees, contractors and staffing agency workers for a variety of commercial, operational and various administrative functions that are necessary for the operation of the business. Honoring the debtors' obligations to their employees is critical to allowing them to continue their operations as a growing concern as many of these employees will be absolutely crucial during the sale process. Through the wages motion, the debtors are seeking authority to pay up to approximately $2,200,000 in pre petition employee obligations, which will come due during the interim period. For the avoidance of doubt, the debtors are not seeking to pay anyone over the statutory caps set forth in Sections five zero seven(four) and five zero seven(five) of the bankruptcy code unless such an amount is required to be paid under applicable state or foreign law. The debtors did file a revised proposed order this morning at Docket Number 53, incorporating comments from the U.

S. Trustee's Office. Other than the U. S. Trustee's comments, the debtors did not receive any other comments or objections to the relief sought in the motion or the proposed form of order.

Unless your Honor has any questions, the debtors would respectfully request that the court enter the revised proposed interim order.

Okay. So, I'm not sure I've reviewed this red line earlier. So, just give me a second. I see. Okay.

So, So is there any parting interest that would like to be heard with respect to the debtors wages motion? Seeing none, I've reviewed the motion, the order and now the revised, proposed revised form of order. I'm satisfied that the relief sought is appropriate and we will go ahead and enter that order on interim basis.

Thank you, Your Honor. And with that, I will turn the virtual podium over to my colleague, Ms. Karnes, to address Agenda Items nine and ten.

Very well. Thank you, Mr. Daugherty. Ms. Karnes?

Good afternoon, Your Honor. Sarah Karnes of Coleshotz has proposed co counsel for the debtors. I'll be presenting Agenda Items nine and ten, which are the critical vendor and cash management motions, respectively. Starting with the critical vendor motion, I'll note that we did file a revised form of order at Docket Number 57 this morning to incorporate certain informal comments from the U. S.

Trustee. And we also e mailed Chambers a further revised form of order shortly before the hearing that incorporates two additional comments from this Casey that I'll address on the record in just a moment. Your Honor, through this motion, the debtors request authority to pay certain pre petition critical vendor claims and lien claims in their discretion. The critical vendor claims are claims held by suppliers of goods and services that are really critical to maintaining the debtors' day to day operations and preserving the debtors' relationships with key government customers. The debtors are seeking authority to pay up to $250,000 in critical vendor claims during the interim period and up to 4,000,000 in critical vendor claims on a final basis.

The debtors believe that failure to pay these vendors could result in the cancellation of orders, could damage the debtors' relationship with the Department of War and other government customers, and could cause the debtors to suffer reputational harm among its customer base, all of which could threaten the debtor's pursuit of a value maximizing sale transaction. With respect to the lien claims, these are claims held by shippers, freight, parcel carriers, warehousemen and other logistics providers that may be able to assert liens on the debtors' goods. The debtors are seeking authority to pay up to $250,000 in lien claims during the interim period and up to $1,000,000 in such claims on a final basis. And the debtors believe that authority to pay certain of these claims and their discretion may be necessary to avoid supply chain disruption at this critical juncture in these Chapter 11 cases. The debtors are also seeking authority to condition payment of any trade claim, on such parties' entry into a trade agreement requiring such claimant to provide the debtors with customary trade terms.

And finally, the debtors' request that claims for goods ordered by the debtors pre petition but received post petition be granted administrative expense status under Section five zero three of the bankruptcy code so as to not disrupt the flow of goods during the sale process. And Your Honor, all of this relief is designed to ensure that the debtors have maximum flexibility to pay the claims necessary to stabilize the business and maximize value pending the sale process and the wind down of these cases. You're under the red line that we just emailed to Chambers does include two additional revisions to address comments from the U. S. Trustee.

In paragraph four, we added language clarifying that no insider or professional will be designated as a critical vendor or lien claimant during the interim period. And paragraph nine, which deems any vendor paid pursuant to the interim order to consent to the terms of that order, we understand the U. S. Trustee had some issues with deemed consent here. So for purposes of today, we've agreed to make the entirety of Paragraph IX subject to entry of a final order.

And your honor, with those changes, we believe we're fully consensual on the interim order. So unless your honor or any other party in interest has questions, we would respectfully request that the court enter the revised order.

Thank you, Ms. Karnes. Is there any party in interest that would like to be heard with respect to the debtors motion seeking authority to pay certain amounts to critical vendors and lienholders? Okay. Seeing none, I've reviewed the motion and the order including the revisions, both the docket one as well as the one that came through earlier this morning.

And I'm satisfied the relief sought is warranted by the circumstances of the case and is customary and appropriate. And so we will go ahead and enter that order on interim basis.

Thank you, Your Honor. Turning to Agenda Item 10, which is the cash management motion. We also filed a revised order at Docket Number 56 to incorporate certain informal comments from The U. S. Trustee.

Through this motion, the debtors are requesting authority to continue operating under their current cash management system to honor pre petition obligations related thereto, to continue engaging in intercompany transactions, to maintain business forms and to grant the bank's authorization to honor related requests. The debtors have 13 bank accounts, all of which are quite conveniently held at JPMorgan Chase. The debtors bank accounts track the various business segments that resulted from the acquisitions by legacy Noble over the years. For the debtors bank accounts are cash collateral accounts. These accounts collected the debtors receipts from customers and then funds were then swept daily by the ABL lenders to pay down the ABL obligations pursuant to various agreements among the parties.

There are also four operating accounts, one of which is the main operating account that funds substantially all the debtors' operating expenses. The debtors also have two corporate credit cards with JPMorgan Chase that are used by employees for typical travel and expense purposes. There's roughly $210,000 outstanding on those cards as of the petition date. The debtors seek approval to pay those amounts in the ordinary course of business as they come due. JPM is holding a reserve with pre petition ABL facility.

So Paragraphs fourteen and fifteen of the interim order do include some standard provisions confirming JPMorgan's liens in those funds and allowing them to apply the cash collateral to satisfy those obligations if necessary. And Your Honor, we believe the revised form of order that was filed on the docket does incorporate all comments from the U. S. Trustee and the lenders. So unless Your Honor has any questions, we do request that the court enter the revised form of order.

Okay. Is there any party in interest who would like the opportunity to be heard with respect to the debtors' cash management motion? Seeing none, I have reviewed the motion and order, including the red lines. I'm satisfied that the relief side is appropriate under the circumstances and we will go ahead and enter that order on an interim basis.

Thank you, Your Honor. And that was the last agenda item. So unless Your Honor has any questions or wants to address any housekeeping matters, I'd just like to wrap up again by thanking the court for making time for us today and being very patient with the revisions and the late filings that we were scrambling to get to you so that we could have a brief and consensual hearing today.

Thank you, Ms. Karnes. Mr. Alberto, from the debtors' perspective, anything else that I should know about?

I was rising only to say what Ms. Carnes ended with. Thank you, your Honor.

Okay. Is there any other party in interest that would like to be heard in the other matter while we're all here this afternoon? Okay. So I'm sorry?

Hello, sorry. My name is John Plummer calling. I'm a creditor in The UK. I just thought I would come in, if that's okay with yourself. I'm not okay with U.

S. Law, so apologies if I come across incorrectly. My question is, obviously, as a creditor, unsecured creditor, When do we discuss if there's any need for claims, any need for hope of a payout to unsecured creditors? Obviously, we supplied in good faith. And I just want to understand exactly where we stand if this is the right platform for this?

Yes. So Mr. Palmer, it's a totally fair question, but unfortunately, it's not one that I'm able to advise on from the bench. But what I'd encourage you to do is start by reaching out to counsel for the debtor and to the extent necessary or appropriate consult make your own decision about whether to retain counsel to advise you on that. But I'm just not permitted to be advising parties who are appearing before us on steps that they should take to protect their rights.

So, I understand the question, it's perfectly fair one, it's not one that I'm in a position to answer. Mr. Hubbard, is there anything further that you'd like to add or would you rather discuss it with the creditor offline?

Yes. Mr. Plummer, me and my colleagues have our my colleagues and I have our content information and the signature blocks of the various pleadings. Have you been able to access those? I'm sorry to do this on the record, Your Honor.

No, we can't. We can't talk to you directly, but we'd be happy to talk to you afterwards. If not, I'm certainly happy to give you an e mail address even on the record here that you can reach out to.

That would be perfect, if you don't mind, an e mail address, just so I can understand the process, what we are able to do. I've tried to complete a proof of debt claim. Obviously, some of this is U. S. Technology and it's obviously set up for a U.

S. Company, so it's quite hard to sometimes put the correct information in. What I want to do is just make sure that I've dotted the i's and crushed the t's and that we're there as a claimant as well, so we're fully aware of the debt value. So is that if I could reach out to someone in your organization or if you can let me know who I should be reaching out to, that would be brilliant if you need me to do anymore.

No problem. You can reach out to me directly and we'll make sure that we get responses to you. My email address is j, the first initial of the first name, first name, alberto, a l b e r c o Mhmm. @cole,cole,shops.

Yes. All right. I've got a lot of coal shots on the distribution for this particular meeting, so I can get that from there. No problem. I really appreciate that.

And I'm sorry if I've taken the wrong channels here.

All good. Thank you, Mr. Plummer. Thank you, Mr. Alberto.

Any other parting interest wish to be heard on any other matter while we are here this afternoon? If not, I just want to express my thanks. I appreciate there was a lot of documents sort of coming through as sometimes happens in the circumstances. That happens because you've all worked hard to work out your issues to reach consensus and avoid bringing disputes to the court that you could work out yourself. So I'm very happy that you were all able to do that and appreciate how much work that takes on all of your part.

So you all have my thanks for that. And we obviously have a second day hearing set. If any issues were to arise that require our attention in the meantime, you all know how to find us. But otherwise, really with my thanks to all parties and interest for their cooperation. We'll go Mr.

Herbert, I take it the orders have either been uploaded or will shortly be uploaded?

They either have or will

be very shortly, Your Honor.

Okay, very well. So we'll go ahead and get those orders entered. And with that, we return. Thank you.