exv4w1



 





Exhibit 4.1




 

 





REVOLVING CREDIT AGREEMENT


Dated as of


March 15, 2007


Among


NOBLE CORPORATION,

as Borrower,


THE LENDERS PARTIES HERETO,


CITIBANK, N.A.,

as Administrative Agent, Swingline Lender and an Issuing Bank


SUNTRUST BANK,

as Syndication Agent,


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., HOUSTON AGENCY,

FORTIS CAPITAL CORP.,

and

WELLS FARGO BANK, N.A.,

as Co-Documentation Agents,


and


CITIGROUP GLOBAL MARKETS INC.,

and

SUNTRUST ROBINSON HUMPHREY,

A DIVISION OF SUNTRUST CAPITAL MARKETS, INC.,


as Co-Lead Arrangers and Co-Book Running Managers



 

 








 









 














TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	ARTICLE 1 DEFINITIONS; INTERPRETATION	 	 	1	 
	 

	 	Section 1.1.
	 	Definitions
	 	 	1	 
	 

	 	Section 1.2.
	 	Time of Day
	 	 	19	 
	 

	 	Section 1.3.
	 	Accounting Terms; GAAP
	 	 	19	 
	ARTICLE 2 THE CREDIT FACILITIES	 	 	19	 
	 

	 	Section 2.1.
	 	Commitments for Revolving Loans
	 	 	19	 
	 

	 	Section 2.2.
	 	Types of Revolving Loans and Minimum Borrowing Amounts
	 	 	20	 
	 

	 	Section 2.3.
	 	Manner of Borrowings; Continuations and Conversions of Borrowings
	 	 	20	 
	 

	 	Section 2.4.
	 	Interest Periods
	 	 	22	 
	 

	 	Section 2.5.
	 	Funding of Loans
	 	 	23	 
	 

	 	Section 2.6.
	 	Applicable Interest Rates
	 	 	24	 
	 

	 	Section 2.7.
	 	Default Rate
	 	 	25	 
	 

	 	Section 2.8.
	 	Repayment of Loans; Evidence of Debt
	 	 	26	 
	 

	 	Section 2.9.
	 	Optional Prepayments
	 	 	27	 
	 

	 	Section 2.10.
	 	Mandatory Prepayments of Loans
	 	 	28	 
	 

	 	Section 2.11.
	 	Breakage Fees
	 	 	28	 
	 

	 	Section 2.12.
	 	Letters of Credit
	 	 	29	 
	 

	 	Section 2.13.
	 	Commitment Terminations
	 	 	33	 
	 

	 	Section 2.14.
	 	Increase of Commitments; Additional Lenders
	 	 	33	 
	 

	 	Section 2.15.
	 	Additional Interest Costs
	 	 	34	 
	 

	 	Section 2.16.
	 	Extensions of Commitment Termination Date
	 	 	35	 
	 

	 	Section 2.17.
	 	Swingline Advances
	 	 	36	 
	 

	 	Section 2.18.
	 	Designated Borrowers
	 	 	37	 
	ARTICLE 3 FEES AND PAYMENTS	 	 	39	 
	 

	 	Section 3.1.
	 	Fees
	 	 	39	 
	 

	 	Section 3.2.
	 	Place and Application of Payments
	 	 	41	 
	 

	 	Section 3.3.
	 	Withholding Taxes
	 	 	41	 
	ARTICLE 4 CONDITIONS PRECEDENT	 	 	45	 
	 

	 	Section 4.1.
	 	Initial Borrowing
	 	 	45	 






-i-









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 

	 	Section 4.2.
	 	All Borrowings
	 	 	46	 
	ARTICLE 5 REPRESENTATIONS AND WARRANTIES	 	 	47	 
	 

	 	Section 5.1.
	 	Corporate Organization
	 	 	47	 
	 

	 	Section 5.2.
	 	Power and Authority; Validity
	 	 	48	 
	 

	 	Section 5.3.
	 	No Violation
	 	 	48	 
	 

	 	Section 5.4.
	 	Litigation
	 	 	48	 
	 

	 	Section 5.5.
	 	Use of Proceeds; Margin Regulations
	 	 	48	 
	 

	 	Section 5.6.
	 	Investment Company Act
	 	 	49	 
	 

	 	Section 5.7.
	 	Reserved
	 	 	49	 
	 

	 	Section 5.8.
	 	True and Complete Disclosure
	 	 	49	 
	 

	 	Section 5.9.
	 	Financial Statements
	 	 	49	 
	 

	 	Section 5.10.
	 	No Material Adverse Change
	 	 	49	 
	 

	 	Section 5.11.
	 	Taxes
	 	 	49	 
	 

	 	Section 5.12.
	 	Consents
	 	 	50	 
	 

	 	Section 5.13.
	 	Insurance
	 	 	50	 
	 

	 	Section 5.14.
	 	Intellectual Property
	 	 	50	 
	 

	 	Section 5.15.
	 	Ownership of Property
	 	 	50	 
	 

	 	Section 5.16.
	 	Existing Indebtedness
	 	 	50	 
	 

	 	Section 5.17.
	 	Existing Liens
	 	 	50	 
	ARTICLE 6 COVENANTS 	 	 	51	 
	 

	 	Section 6.1.
	 	Corporate Existence
	 	 	51	 
	 

	 	Section 6.2.
	 	Maintenance
	 	 	51	 
	 

	 	Section 6.3.
	 	Taxes
	 	 	51	 
	 

	 	Section 6.4.
	 	ERISA
	 	 	51	 
	 

	 	Section 6.5.
	 	Insurance
	 	 	52	 
	 

	 	Section 6.6.
	 	Financial Reports and Other Information
	 	 	52	 
	 

	 	Section 6.7.
	 	Lender Inspection Rights
	 	 	54	 
	 

	 	Section 6.8.
	 	Conduct of Business
	 	 	55	 
	 

	 	Section 6.9.
	 	Restrictions on Fundamental Changes
	 	 	55	 
	 

	 	Section 6.10.
	 	Liens
	 	 	56	 






-ii-









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 

	 	Section 6.11.
	 	Subsidiary Indebtedness
	 	 	58	 
	 

	 	Section 6.12.
	 	Use of Property and Facilities; Environmental Laws
	 	 	59	 
	 

	 	Section 6.13.
	 	Transactions with Affiliates
	 	 	60	 
	 

	 	Section 6.14.
	 	Sale and Leaseback Transactions
	 	 	60	 
	 

	 	Section 6.15.
	 	Compliance with Laws
	 	 	60	 
	 

	 	Section 6.16.
	 	Consolidated Indebtedness to Total Tangible Capitalization Ratio
	 	 	60	 
	 

	 	Section 6.17.
	 	Use of Proceeds
	 	 	60	 
	ARTICLE 7 EVENTS OF DEFAULT AND REMEDIES 	 	 	61	 
	 

	 	Section 7.1.
	 	Events of Default
	 	 	61	 
	 

	 	Section 7.2.
	 	Non-Bankruptcy Defaults
	 	 	62	 
	 

	 	Section 7.3.
	 	Bankruptcy Defaults
	 	 	63	 
	 

	 	Section 7.4.
	 	Collateral for Undrawn Letters of Credit
	 	 	63	 
	 

	 	Section 7.5.
	 	Notice of Default
	 	 	64	 
	 

	 	Section 7.6.
	 	Expenses
	 	 	64	 
	 

	 	Section 7.7.
	 	Distribution and Application of Proceeds
	 	 	64	 
	ARTICLE 8 CHANGE IN CIRCUMSTANCES 	 	 	66	 
	 

	 	Section 8.1.
	 	Change of Law
	 	 	66	 
	 

	 	Section 8.2.
	 	Unavailability of Deposits or Inability to Ascertain LIBOR Rate
	 	 	66	 
	 

	 	Section 8.3.
	 	Increased Cost and Reduced Return
	 	 	67	 
	 

	 	Section 8.4.
	 	Lending Offices
	 	 	69	 
	 

	 	Section 8.5.
	 	Discretion of Lender as to Manner of Funding
	 	 	69	 
	 

	 	Section 8.6.
	 	Substitution of Lender or Issuing Bank
	 	 	69	 
	ARTICLE 9 THE AGENTS AND ISSUING BANK 	 	 	70	 
	 

	 	Section 9.1.
	 	Appointment and Authorization of Administrative Agent and Other
Agents
	 	 	70	 
	 

	 	Section 9.2.
	 	Rights and Powers
	 	 	70	 
	 

	 	Section 9.3.
	 	Action by Administrative Agent and the Other Agents
	 	 	71	 
	 

	 	Section 9.4.
	 	Consultation with Experts
	 	 	71	 
	 

	 	Section 9.5.
	 	Indemnification Provisions; Credit Decision
	 	 	71	 






-iii-









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 

	 	Section 9.6.
	 	Indemnity
	 	 	72	 
	 

	 	Section 9.7.
	 	Resignation
	 	 	72	 
	 

	 	Section 9.8.
	 	Sub-Agent
	 	 	73	 
	 

	 	Section 9.9.
	 	No Other Duties, etc.
	 	 	74	 
	ARTICLE 10 MISCELLANEOUS 	 	 	74	 
	 

	 	Section 10.1.
	 	No Waiver
	 	 	74	 
	 

	 	Section 10.2.
	 	Non-Business Day
	 	 	74	 
	 

	 	Section 10.3.
	 	Documentary Taxes
	 	 	74	 
	 

	 	Section 10.4.
	 	Survival of Representations
	 	 	75	 
	 

	 	Section 10.5.
	 	Survival of Indemnities
	 	 	75	 
	 

	 	Section 10.6.
	 	Setoff
	 	 	75	 
	 

	 	Section 10.7.
	 	Notices
	 	 	76	 
	 

	 	Section 10.8.
	 	Counterparts
	 	 	79	 
	 

	 	Section 10.9.
	 	Successors and Assigns
	 	 	79	 
	 

	 	Section 10.10.
	 	Sales and Transfers of Borrowing and Notes; Participations in
Borrowings and Notes
	 	 	79	 
	 

	 	Section 10.11.
	 	Amendments, Waivers and Consents
	 	 	82	 
	 

	 	Section 10.12.
	 	Headings
	 	 	83	 
	 

	 	Section 10.13.
	 	Legal Fees, Other Costs and Indemnification
	 	 	83	 
	 

	 	Section 10.14.
	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
	 	 	84	 
	 

	 	Section 10.15.
	 	Confidentiality
	 	 	86	 
	 

	 	Section 10.16.
	 	Effectiveness
	 	 	86	 
	 

	 	Section 10.17.
	 	Severability
	 	 	86	 
	 

	 	Section 10.18.
	 	Currency Conversion
	 	 	87	 
	 

	 	Section 10.19.
	 	Exchange Rates
	 	 	88	 
	 

	 	Section 10.20.
	 	Change in Accounting Principles, Fiscal Year or Tax Laws
	 	 	89	 
	 

	 	Section 10.21.
	 	Final Agreement
	 	 	89	 
	 

	 	Section 10.22.
	 	Officer’s Certificates
	 	 	89	 
	 

	 	Section 10.23.
	 	Effect of Inclusion of Exceptions
	 	 	89	 
	 

	 	Section 10.24.
	 	Margin Stock
	 	 	89	 
	 

	 	Section 10.25.
	 	Patriot Act Notice
	 	 	89	 






-iv-









 






Exhibits:




	 	 	 	 	 
	Exhibit 1.1

	 	—
	 	Form of NDC Guaranty
	Exhibit 2.3

	 	—
	 	Form of Borrowing Request
	Exhibit 2.8A

	 	—
	 	Form of Revolving Note
	Exhibit 2.8B

	 	—
	 	Form of Swingline Note
	Exhibit 2.12

	 	—
	 	Form of Issuance Request
	Exhibit 2.14C

	 	—
	 	Form of Joinder Agreement
	Exhibit 2.15

	 	—
	 	Mandatory Cost Rate
	Exhibit 2.17

	 	—
	 	Form of Swingline Loan Request
	Exhibit 2.18A

	 	—
	 	Form of Designated Borrower Request and Assumption Agreement
	Exhibit 2.18B

	 	—
	 	Designated Borrower Notice
	Exhibit 2.18C

	 	—
	 	Company Guaranty
	Exhibit 4.1A

	 	—
	 	Form of Opinion of Thompson & Knight LLP
	Exhibit 4.1B

	 	—
	 	Form of Opinion of Maples and Calder, Cayman Islands Counsel
	Exhibit 6.6

	 	—
	 	Form of Compliance Certificate
	Exhibit 6.11

	 	—
	 	Form of Subsidiary Guaranty
	Exhibit 10.10

	 	—
	 	Form of Assignment Agreement






Schedules:




	 	 	 	 	 
	Schedule 5.16

	 	—
	 	Existing Indebtedness
	Schedule 5.17

	 	—
	 	Existing Liens







 









 





REVOLVING CREDIT AGREEMENT




          THIS REVOLVING CREDIT AGREEMENT (the “Agreement”), dated as of March 15, 2007, among NOBLE
CORPORATION, a Cayman Islands exempted company limited by shares (the “Company”), the lenders from
time to time parties hereto (each a “Lender” and collectively, the “Lenders” but those terms shall
not include the Swingline Lender in its capacity as the Swingline Lender), CITIBANK, N.A., as
swingline lender (in such capacity, the “Swingline Lender”), CITIBANK, N.A., as administrative
agent for the Lenders (in such capacity, the “Administrative Agent”), SUNTRUST BANK, as syndication
agent for the Lenders (in such capacity, the “Syndication Agent”), THE BANK OF TOKYO-MITSUBISHI
UFJ, LTD., HOUSTON AGENCY, FORTIS CAPITAL CORP., and WELLS FARGO BANK, N.A., as co-documentation
agents for the Lenders (in such capacity, the “Co-Documentation Agents”), and CITIBANK, N.A., as
issuing bank of the Letters of Credit hereunder (Citibank, N.A. and any other Lender that agrees
(in its sole discretion) to issue a Letter of Credit hereunder, in such capacity, an “Issuing
Bank”).




WITNESSETH:




     WHEREAS, the Company has requested that the Lenders establish in its favor a revolving credit
facility in the aggregate principal amount of U.S. $600,000,000 (as such amount may increase or
decrease in accordance with the terms hereof), pursuant to which facility revolving loans would be
made to the Company and at its election, the Designated Borrower, and letters of credit would be
issued for the account of, the Company and its Subsidiaries;



     WHEREAS, the Company has further requested that a portion of such loans and letters of credit
be made and issued in certain currencies other than U.S. dollars in an aggregate principal amount
up to the U.S. dollar equivalent of $200,000,000; and



     WHEREAS, the Lenders are willing to make such revolving credit facility available to the
Borrowers on the terms and subject to the conditions and requirements hereinafter set forth;



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the parties hereto agree as follows:



ARTICLE 1




DEFINITIONS; INTERPRETATION.




     Section 1.1. Definitions. Unless otherwise defined herein, the following terms shall
have the following meanings, which meanings shall be equally applicable to both the singular and
plural forms of such terms:



     “Additional Commitment Amount” shall have the meaning set forth in Section 2.14(a).



     “Additional Lender” shall have the meaning set forth in Section 2.14(b).



 









 





     “Adjusted LIBOR” means, for any Borrowing of Eurocurrency Loans for any Interest Period, a
rate per annum determined in accordance with the following formula:



	 	 	 	 	 	 	 
	 
	 	Adjusted LIBOR	 	=	 	LIBOR Rate for such Interest Period
	 
	 	 	 	 	 	     1.00 - Statutory Reserve Rate






     “Adjusted LIBOR Loan” means a Eurocurrency Loan bearing interest at a rate based on Adjusted
LIBOR as provided in Section 2.6(b).



     “Administrative Agent” means Citibank, N.A., acting in its capacity as administrative agent
for the Lenders, and any successor Administrative Agent appointed hereunder pursuant to Section
9.7.



     “Administrative Agent’s Account” means (a) in the case of Loans and Letters of Credit
denominated in U.S. Dollars, the account of the Administrative Agent maintained by the
Administrative Agent at its office at Two Penns Way, New Castle, Delaware 19720, Account No. 3685
2248, Attention: Bank Loan Syndications, (b) in the case of Loans and Letters of Credit
denominated in any other currency, the account of the Administrative Agent or the Sub-Agent
designated in writing from time to time by the Administrative Agent to the Company and the Lenders
for such purpose, and (c) in any such case, such other account of the Administrative Agent or the
Sub-Agent as is designated in writing from time to time by the Administrative Agent to the Company
and the Lenders for such purpose.



     “Administrative Questionnaire” means, with respect to each Lender, an administrative
questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative
Agent duly completed by such Lender.



     “Agreement” means this Revolving Credit Agreement, as the same may be amended, restated and
supplemented from time to time.



     “Applicable Facility Fee Rate” means, for any day, at such times as a rating (either express
or implied) by S&P, Moody’s or Fitch is in effect on the Company’s non-credit enhanced senior
unsecured long-term debt, the percentage per annum set forth opposite such debt rating:



	 	 	 	 	 
	Debt Rating (S&P and Fitch/Moody’s)	 	Percentage
	 
	 	 	 	 
	A+/A1 or above
	 	 	0.050	%
	 
	 	 	 	 
	A/A2
	 	 	0.055	%
	 
	 	 	 	 
	A-/A3
	 	 	0.065	%
	 
	 	 	 	 
	BBB+/Baa1
	 	 	0.080	%
	 
	 	 	 	 
	BBB/Baa2
	 	 	0.100	%
	 
	 	 	 	 
	BBB-/Baa3 or below
	 	 	0.125	%






2









 





The Applicable Facility Fee Rate will be determined based upon the two highest ratings issued by
S&P, Moody’s and Fitch. If such two highest ratings differ (i) by one rating, the higher of such
two highest ratings will apply to determine the Applicable Facility Fee Rate so long as the higher
rating is from either S&P or Moody’s, otherwise the lower of such two highest ratings will apply,
(ii) by two ratings, the rating which falls between such two highest ratings will apply to
determine the Applicable Facility Fee Rate, or (iii) by more than two ratings, the rating which is
one level above the lower of such two highest ratings will apply to determine the Applicable
Facility Fee Rate. If only one such rating is issued by S&P, Moody’s or Fitch, the Applicable
Facility Fee Rate will be determined by such rating. The Company shall give written notice to the
Administrative Agent of any changes to such ratings, within three (3) Business Days thereof, and
any change to the Applicable Facility Fee Rate shall be effective on the date of the relevant
change. Notwithstanding the foregoing, if the Company shall at any time fail to have in effect at
least one such rating on the Company’s non-credit enhanced senior unsecured long-term debt, the
Company shall seek and obtain (if not already in effect), within thirty (30) days after such rating
first ceases to be in effect, a corporate credit rating or a bank loan rating from Fitch, Moody’s
and/or S&P (or if none of Fitch, Moody’s and S&P issue such types of ratings or ratings comparable
thereto, from another nationally recognized rating agency approved by each of the Company and the
Administrative Agent), and the Applicable Facility Fee Rate shall thereafter be based on such
ratings in the same manner as provided herein with respect to the Company’s non-credit enhanced
senior unsecured long-term debt rating (with the Applicable Facility Fee Rate in effect prior to
the issuance of such corporate credit rating or bank loan rating being the same as the Applicable
Facility Fee Rate in effect at the time the non-credit enhanced senior unsecured long-term debt
rating ceases to be in effect).




     “Applicable Margin” means, for any day, at such times as a rating (either express or implied)
by S&P, Moody’s or Fitch is in effect on the Company’s non-credit enhanced senior unsecured
long-term debt, the percentage per annum set forth opposite such debt rating:



	 	 	 	 	 
	Debt Rating (S&P and Fitch/Moody’s)	 	Percentage
	 
	 	 	 	 
	A+/A1 or above
	 	 	0.100	%
	 
	 	 	 	 
	A/A2
	 	 	0.145	%
	 
	 	 	 	 
	A-/A3
	 	 	0.235	%
	 
	 	 	 	 
	BBB+/Baa1
	 	 	0.320	%
	 
	 	 	 	 
	BBB/Baa2
	 	 	0.400	%
	 
	 	 	 	 
	BBB-/Baa3 or below
	 	 	0.575	%





The Applicable Margin will be determined based upon the two highest ratings issued by S&P, Moody’s
and Fitch. If such two highest ratings differ (i) by one rating, the higher of such two highest
ratings will apply to determine the Applicable Margin so long as the higher rating is from either
S&P or Moody’s, otherwise the lower of such two highest ratings will apply, (ii) by two ratings,
the rating which falls between such two highest ratings will apply to determine the Applicable
Margin, or (iii) by more than two ratings, the rating which is one level above the




3









 







lower of such two highest ratings will apply to determine the Applicable Margin. If only one such
rating is issued by S&P, Moody’s or Fitch, the Applicable Margin will be determined by such rating.
The Company shall give written notice to the Administrative Agent of any changes to such ratings,
within three (3) Business Days thereof, and any change to the Applicable Margin shall be effective
on the date of the relevant change. Notwithstanding the foregoing, if the Company shall at any
time fail to have in effect any such rating on the Company’s non-credit enhanced senior unsecured
long-term debt, the Company shall seek and obtain (if not already in effect), within thirty (30)
days after such rating first ceases to be in effect, a corporate credit rating or a bank loan
rating from Fitch, Moody’s and/or S&P (or if none of Fitch, Moody’s and S&P issue such types of
ratings or ratings comparable thereto, from another nationally recognized rating agency approved by
each of the Company and the Administrative Agent), and the Applicable Margin shall thereafter be
based on such ratings in the same manner as provided herein with respect to the Company’s
non-credit enhanced senior unsecured long-term debt rating (with the Applicable Margin in effect
prior to the issuance of such corporate credit rating or bank loan rating being the same as the
Applicable Margin in effect at the time the non-credit enhanced senior unsecured long-term debt
rating ceases to be in effect).




     “Applicable Utilization Fee Rate” means, for any day, 0.050% per annum.



     “Application” means an application for a Letter of Credit as defined in Section 2.12(b).



     “Assignment Agreement” means an agreement in substantially the form of Exhibit 10.10
whereby a Lender conveys part or all of its Commitment, Loans and participations in Letters of
Credit to another Person that is, or thereupon becomes, a Lender, or increases its Commitments,
outstanding Loans and outstanding participations in Letters of Credit, pursuant to Section 10.10.



     “Australian Dollars” means the lawful currency of Australia.



     “Base Rate” means for any day the greater of:



          (i) the fluctuating commercial loan rate announced by the Administrative Agent from time to
time at its New York, New York office (or other corresponding office, in the case of any successor
Administrative Agent) as its prime rate or base rate for U.S. Dollar loans in the United States of
America in effect on such day (which base rate may not be the lowest rate charged by such Lender on
loans to any of its customers), with any change in the Base Rate resulting from a change in such
announced rate to be effective on the date of the relevant change; and




          (ii) the sum of (x) the rate per annum (rounded upwards, if necessary, to the nearest 1/100th
of 1%) equal to the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such day, as published
by the Federal Reserve Bank of New York on the next Business Day, provided that (A) if such day is
not a Business Day, the rate on such transactions on the immediately preceding Business Day as so
published on the next Business Day shall apply, and (B) if no such rate is published on such next
Business Day, the rate for such day shall be the average of the offered rates quoted to the
Administrative Agent by two (2) federal funds brokers





4









 







of recognized standing on such day for such transactions as selected by the Administrative Agent,
plus (y) a percentage per annum equal to one-half of one percent (1/2%) per annum.




     “Base Rate Loan” means a Revolving Loan bearing interest prior to maturity at the rate
specified in Section 2.6(a).



     “Borrower” means either the Company or, on and after the effective date specified in the
Designated Borrower Notice, each of the Company and the Designated Borrower, and “Borrowers” means,
collectively, the Company and, on and after the effective date specified in the Designated Borrower
Notice, the Designated Borrower.



     “Borrowing” means any extension of credit of the same Type made by the Lenders on the same
date by way of Revolving Loans having a single Interest Period or a Letter of Credit, including any
Borrowing advanced, continued or converted. A Borrowing is “advanced” on the day the Lenders
advance funds comprising such Borrowing to a Borrower or a Letter of Credit is issued, increased or
extended, is “continued” (in the case of Eurocurrency Loans) on the date a new Interest Period
commences for such Borrowing, and is “converted” (in the case of Eurocurrency Loans) when such
Borrowing is changed from one Type of Loan to the other, all as requested by the applicable
Borrower pursuant to Section 2.3.



     “Borrowing Multiple” means, for any Loan, (i) in the case of a Borrowing denominated in
Dollars, $100,000, (ii) in the case of a Borrowing denominated in Euros, E100,000, (iii) in the
case of a Borrowing denominated in Pounds, £50,000, (iv) in the case of a Borrowing denominated in
Kroner, 1,000,000 Kroner, (v) in the case of a Borrowing denominated in Canadian Dollars, 150,000
Canadian Dollars, (vi) in the case of a Borrowing denominated in Australian Dollars, 150,000
Australian Dollars and (vii) in the case of a Borrowing denominated in Singapore Dollars, 200,000
Singapore Dollars.



     “Borrowing Request” has the meaning set forth in Section 2.3(a).



     “Business Day” means any day other than a Saturday or Sunday on which banks are not authorized
or required to close in New York, New York and, if the applicable Business Day relates to the
advance or continuation of, conversion into, or payment on a Eurocurrency Borrowing (i) in a
currency other than Euros, on which banks are dealing in Dollar, Pound, Australian Dollar, Canadian
Dollar, Singapore Dollar or Kroner deposits, as applicable, in the applicable interbank
eurocurrency market in London, England, and in the country of issue of the applicable currency, and
(ii) in Euros, on which the TARGET payment system is open for the settlement of payments in Euros.



     “Calculation Date” means (a) with respect to any Revolving Loan, each of the following: (i)
each date of a Borrowing of a Eurocurrency Loan denominated in a currency other than Dollars, and
(ii) each date of a continuation of a Eurocurrency Loan denominated in a currency other than
Dollars pursuant to Section 2.3, and (iii) such additional dates as the Administrative Agent shall
reasonably determine or the Required Lenders shall reasonably require; (b) with respect to any
Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit
denominated in a currency other than Dollars, (ii) each date of an amendment of any such Letter of
Credit denominated in a currency other than Dollars having the effect of increasing the



5









 




amount thereof (solely with respect to the increased amount), (iii) each date of any payment
by the Issuing Bank under any Letter of Credit denominated in a currency other than Dollars, and
(c) the last Business Day of each calendar quarter.




     “Canadian Dollars” or “Cdn.$” means the lawful currency of Canada.



     “Capitalized Lease Obligations” means, for any Person, the aggregate amount of such Person’s
liabilities under all leases of real or personal property (or any interest therein) which is
required to be capitalized on the balance sheet of such Person as determined in accordance with
GAAP.



     “Cash Equivalents” means (i) securities issued or directly and fully guaranteed or insured by
the United States of America or any agency or instrumentality thereof having maturities of not more
than twelve (12) months from the date of acquisition, (ii) time deposits and certificates of
deposits maturing within one year from the date of acquisition thereof or repurchase agreements
with any Lender or any other financial institution whose short-term unsecured debt rating is A or
above as obtained from either S&P or Moody’s, (iii) commercial paper or Eurocommercial paper with a
rating of at least A-1 by S&P or at least P-1 by Moody’s, with maturities of not more than twelve
(12) months from the date of acquisition, (iv) repurchase obligations entered into with any Lender,
or any other Person whose short-term senior unsecured debt rating from S&P is at least A-1 or from
Moody’s is at least P-1, which are secured by a fully perfected security interest in any obligation
of the type described in (i) above and has a market value of the time such repurchase is entered
into of not less than 100% of the repurchase obligation of such Lender or such other Person
thereunder, (v) marketable direct obligations issued by any state of the United States of America
or any political subdivision of any such state or any public instrumentality thereof maturing
within twelve (12) months from the date of acquisition thereof or providing for the resetting of
the interest rate applicable thereto not less often than annually and, at the time of acquisition,
having one of the two highest ratings obtainable from either S&P or Moody’s, and (vi) money market
funds which have at least $1,000,000,000 in assets and which invest primarily in securities of the
types described in clauses (i) through (v) above.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Co-Documentation Agents” means, collectively, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Houston
Agency, Fortis Capital Corp., and Wells Fargo Bank, N.A., in their capacities as co-documentation
agents, and any successor Co-Documentation Agents appointed pursuant to Section 9.7; provided,
however, that no such Co-Documentation Agent shall have any duties, responsibilities, or
obligations hereunder in such capacity.



     “Co-Lead Arrangers” means, collectively, Citigroup Global Markets Inc. and SunTrust Robinson
Humphrey, a division of SunTrust Capital Markets, Inc., acting in their capacities as co-lead
arrangers and co-book running managers for the credit facility described in this Agreement;
provided, however, that no such Co-Lead Arrangers shall have any duties, responsibilities, or
obligations hereunder in such capacity.



6









 





     “Collateral” means all property and assets of the Company in which the Administrative Agent or
the Collateral Agent is granted a Lien for the benefit of the Lenders, the Issuing Banks, the
Swingline Lender and the Administrative Agent, under the terms of Section 7.4.



     “Collateral Account” means the cash collateral account for outstanding undrawn Letters of
Credit as defined in Section 7.4(b).



     “Collateral Agent” means Citibank, N.A. acting in its capacity as collateral agent for the
Lenders, and any successor collateral agent appointed hereunder pursuant to Section 9.7.



     “Collateralized Obligations” has the meaning set forth in Section 7.4(b).



     “Commitment” means, relative to any Lender, such Lender’s obligations to make Revolving Loans
and participate in Letters of Credit pursuant to Sections 2.1 and 2.12, initially in the amount and
percentage set forth opposite its signature hereto or pursuant to Section 10.10, as such
obligations may be reduced or increased from time to time as expressly provided pursuant to this
Agreement. For avoidance of doubt, “Commitment” does not include the Swingline Commitment.



     “Commitment Termination Date” means the earliest of (i) March 15, 2012, subject to the
extension thereof pursuant to Section 2.16, (ii) the date on which the Commitments are terminated
in full or reduced to zero pursuant to Section 2.13, and (iii) the occurrence of any Event of
Default described in Section 7.1(f) or (g) with respect to any Credit Party or the occurrence and
continuance of any other Event of Default and either (x) the declaration of the Loans to be due and
payable pursuant to Section 7.2, or (y) in the absence of such declaration, the giving of written
notice by the Administrative Agent, acting at the direction of the Required Lenders, to the Company
pursuant to Section 7.2 that the Commitments have been terminated; provided, however, that
the Commitment Termination Date of any Lender that is a Declining Lender with respect to any
requested extension pursuant to Section 2.16 shall be the earlier of (x) the Commitment Termination
Date in effect immediately prior to such extension and (y) (i) the date on which the Commitments
are terminated in full or reduced to zero pursuant to Section 2.13, and (ii) the occurrence of any
Event of Default described in Section 7.1(f) or (g) with respect to any Credit Party or the
occurrence and continuance of any other Event of Default and either (x) the declaration of the
Loans to be due and payable pursuant to Section 7.2, or (y) in the absence of such declaration, the
giving of written notice by the Administrative Agent, acting at the direction of the Required
Lenders, to the Company pursuant to Section 7.2 that the Commitments have been terminated.



     “Company Guaranty” means the Company Guaranty made by the Company substantially in the form of
Exhibit 2.18C.



     “Compliance Certificate” means a certificate in the form of Exhibit 6.6.



     “Confidential Information Memorandum” shall mean the Confidential Information Memorandum of
the Company dated February 2007, as the same may be amended, restated and supplemented from time to
time and distributed to the Lenders prior to the Effective Date.



7









 





     “Consolidated Indebtedness” means all Indebtedness of the Company and its Subsidiaries that
would be reflected on a consolidated balance sheet of such Persons prepared in accordance with
GAAP.



     “Consolidated Indebtedness to Total Tangible Capitalization Ratio” means, at any time, the
ratio of Consolidated Indebtedness at such time to Total Tangible Capitalization at such time.



     “Consolidated Net Assets” means, as of any date of determination, an amount equal to the
aggregate book value of the assets of the Company, its Subsidiaries and, to the extent of the
equity interest of the Company and its Subsidiaries therein, SPVs at such time, minus the current
liabilities of the Company and its Subsidiaries, all as determined on a consolidated basis in
accordance with GAAP based on the most recent quarterly or annual consolidated financial statements
of the Company referred to in Section 5.9 or delivered (or publicly filed) as provided in Section
6.6(a), as the case may be.



     “Consolidated Tangible Net Worth” means, as of any date of determination, consolidated
shareholders equity of the Company and its Subsidiaries determined in accordance with GAAP but
excluding the effect on shareholders equity of cumulative foreign exchange translation adjustments,
and less the net book amount of all assets of the Company and its Subsidiaries that would
be classified as intangible assets on the consolidated balance sheet of the Company as of such date
prepared in accordance with GAAP. For purposes of this definition, SPVs shall be accounted for
pursuant to the equity method of accounting.



     “Controlling Affiliate” means, any Person that directly or indirectly through one or more
intermediaries controls, or is under common control with, the Company (other than Persons
controlled by the Company). As used in this definition, “control” means the power, directly or
indirectly, to direct or cause the direction of management or policies of a Person (through
ownership of voting securities or other equity interests, by contract or otherwise).



     “Credit Documents” means this Agreement, the Notes, the Applications, the Letters of Credit,
Issuance Requests, Borrowing Requests, Swingline Requests, the NDC Guaranty, the Designated
Borrower Request and Assumption Agreement and any Subsidiary Guaranties in effect from time to
time.



     “Credit Party” means each of the Company, the Designated Borrower (if any) and each Guarantor.



     “Currency Rate Protection Agreement” shall mean any foreign currency exchange and future
agreements, arrangements and options designed to protect against fluctuations in currency exchange
rates, regardless of whether such agreements are subject to hedge accounting.



     “Declining Lender” shall have the meaning set forth in Section 2.16.



     “Default” means any event or condition the occurrence of which would, with the passage of time
or the giving of notice, or both, constitute an Event of Default.



     “Designated Borrower” means, following such designation as a Designated Borrower pursuant to
Section 2.18, either Noble Holding International Limited, a Cayman Islands



8









 




company and wholly-owned Subsidiary of the Company, or such other wholly-owned foreign
Subsidiary of the Company as may be designated by the Company and reasonably acceptable to the
Administrative Agent.




     “Designated Borrower Sublimit” means an amount equal to the lesser of the Revolving Credit
Commitment Amount and $400,000,000. The Designated Borrower Sublimit is part of, and not in
addition to, the Revolving Credit Commitment Amount.



     “Designated Borrower Notice” has the meaning specified in Section 2.18(a).



     “Designated Borrower Request and Assumption Agreement” has the meaning specified in Section
2.18(a).



     “Dollar” and “U.S. Dollar” and the sign “$” mean lawful money of the United States of America.



     “Dollar Equivalent” means, on any date of determination (i) with respect to any amount in
Dollars, such amount, and (ii) with respect to any amount in any currency other than U.S. Dollars,
the equivalent in Dollars of such amount, determined by the Administrative Agent using the
applicable Exchange Rate with respect to such currency at the time in effect pursuant to Section
10.19 or as otherwise expressly provided herein.



     “Effective Date” means the date this Agreement shall become effective as defined in Section
10.16.



     “EMU Legislation” means the legislative measures of the European Union for the introduction
of, changeover to or operation of the Euro in one or more member states.



     “Environmental Claims” means any and all administrative, regulatory or judicial actions,
suits, demands, demand letters, claims, liens, notices of non-compliance or violation,
investigations or proceedings relating to any Environmental Law (“Claims”) or any permit issued
under any Environmental Law, including, without limitation, (i) any and all Claims by governmental
or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or
damages pursuant to any applicable Environmental Law, and (ii) any and all Claims by any third
party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive
relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to the
environment.



     “Environmental Law” means any federal, state or local statute, law, rule, regulation,
ordinance, code, policy or rule of common law now or hereafter in effect, including any judicial or
administrative order, consent, decree or judgment, relating to the environment.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     “Euro” or “E” means the single currency of the European Union as constituted by the Treaty on
European Union and as referred to in the EMU Legislation for the introduction of, changeover to or
operation of the Euro in one or more member states.



9









 





     “Eurocurrency”, when used in reference to any Revolving Loan or Borrowing, means such Loan, or
the Loans comprising such Borrowing, shall bear interest at a rate determined by reference to
Adjusted LIBOR and the Applicable Margin.



     “Eurocurrency Loan” means a Revolving Loan bearing interest before maturity at the rate
specified in Section 2.6(b).



     “Event of Default” means any of the events or circumstances specified in Section 7.1.



     “Exchange Rate” means at any time, with respect to Euros, Pounds, Australian Dollars, Canadian
Dollars, Singapore Dollars, or Kroner, the rate at which such currency may be exchanged into
Dollars, as set forth at approximately 11:00 A.M. on such day on the applicable page of the
Bloomberg Service reporting the exchange rates for such currency. In the event such exchange rate
does not appear on the applicable page of such service, the Exchange Rate shall be determined by
reference to such other publicly available services for displaying currency exchange rates as may
be agreed upon by the Administrative Agent, the Issuing Banks, and the Company, or, in the absence
of such agreement, such Exchange Rate shall instead be determined by the Administrative Agent and
the applicable Issuing Bank, as applicable, based on current market spot rates in accordance with
the provisions of Section 10.19; provided that if at the time of any such determination, for any
reason, no such spot rate is being quoted, the Administrative Agent or the applicable Issuing Bank,
as applicable, after consultation with the Company, may use any reasonable method it deems
appropriate to determine such rate, and such determination shall be prima facie evidence thereof.



     “Existing Facility” means the credit facility of the Company established pursuant to that
certain Amended and Restated Credit Agreement dated as of May 1, 2002 among the Company, NDC, Noble
Holding (U.S.) Corporation, Nordea Bank Finland ASA, New York Branch, as Administrative Agent, and
the lenders party thereto, as amended and in effect immediately prior to the Effective Date.



     “Extending Lender” shall have the meaning set forth in Section 2.16.



     “Fitch” means Fitch, Inc. or any successor thereto.



     “Foreign Currency Sublimit” means $200,000,000.



     “Foreign Plan” means any pension, profit sharing, deferred compensation, or other employee
benefit plan, program or arrangement maintained by any foreign Subsidiary of the Company which,
under applicable local law, is required to be funded through a trust or other funding vehicle, but
shall not include any benefit provided by a foreign government or its agencies.



     “GAAP” means generally accepted accounting principles from time to time in effect as set forth
in the opinions and pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and the statements and pronouncements of the Financial Accounting
Standards Board or in such other statements, opinions and pronouncements by such other entity as
may be approved by a significant segment of the U.S. accounting profession.



10









 





     “Governmental Authority” means the government of the United States of America, any other
nation or any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government.



     “Guarantor” means (a) NDC, unless and until released pursuant to the terms of the NDC
Guaranty, and (b) any Subsidiary of the Company required to execute and deliver a Subsidiary
Guaranty hereunder pursuant to Section 6.11(k), unless and until the relevant Subsidiary Guaranty
is released pursuant to Section 6.11(k).



     “Guaranty” by any Person means all contractual obligations (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business) of such Person guaranteeing any Indebtedness of
any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including,
without limitation, all obligations incurred through an agreement, contingent or otherwise, by such
Person: (i) to purchase such Indebtedness or to purchase any property or assets constituting
security therefor, primarily for the purpose of assuring the owner of such Indebtedness of the
ability of the primary obligor to make payment of such Indebtedness; or (ii) to advance or supply
funds (x) for the purchase or payment of such Indebtedness, or (y) to maintain working capital or
other balance sheet condition, or otherwise to advance or make available funds for the purchase or
payment of such Indebtedness, in each case primarily for the purpose of assuring the owner of such
Indebtedness of the ability of the primary obligor to make payment of such Indebtedness; or (iii)
to lease property, or to purchase securities or other property or services, of the primary obligor,
primarily for the purpose of assuring the owner of such Indebtedness of the ability of the primary
obligor to make payment of such Indebtedness; or (iv) otherwise to assure the owner of such
Indebtedness of the primary obligor against loss in respect thereof. For the purpose of all
computations made under this Agreement, the amount of a Guaranty in respect of any Indebtedness
shall be deemed to be equal to the amount that would apply if such Indebtedness was the direct
obligation of such Person rather than the primary obligor or, if less, the maximum aggregate
potential liability of such Person under the terms of the Guaranty.



     “Hazardous Material” shall have the meaning assigned to that term in the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Acts of 1986, and shall also include petroleum, including crude oil
or any fraction thereof, or any other substance defined as “hazardous” or “toxic” or words with
similar meaning and effect under any Environmental Law applicable to the Company or any of its
Subsidiaries.



     “Highest Lawful Rate” means the maximum nonusurious interest rate, if any, that any time or
from time to time may be contracted for, taken, reserved, charged or received on any Loans, under
laws applicable to any of the Lenders which are presently in effect or, to the extent allowed by
applicable law, under such laws which may hereafter be in effect and which allow a higher maximum
nonusurious interest rate than applicable laws now allow. Determination of the rate of interest
for the purpose of determining whether any Loans are usurious under all applicable laws shall be
made by amortizing, prorating, allocating, and spreading, in equal parts



11









 




during the period of the full stated term of the Loans, all interest at any time contracted
for, taken, reserved, charged or received from a Borrower in connection with the Loans.




     “Indebtedness” means, for any Person, the following obligations of such Person, without
duplication: (i) obligations of such Person for borrowed money; (ii) obligations of such Person
representing the deferred purchase price of property or services other than accounts payable and
accrued liabilities arising in the ordinary course of business and other than amounts which are
being contested in good faith and for which reserves in conformity with GAAP have been provided;
(iii) obligations of such Person evidenced by bonds, notes, bankers acceptances, debentures or
other similar instruments of such Person, or obligations of such Person arising, whether absolute
or contingent, out of drawn letters of credit issued for such Person’s account or pursuant to such
Person’s application securing Indebtedness; (iv) obligations of other Persons, whether or not
assumed, secured by Liens (other than Permitted Liens) upon property or payable out of the proceeds
or production from property now or hereafter owned or acquired by such Person, but only to the
extent of such property’s fair market value; (v) Capitalized Lease Obligations of such Person; (vi)
net obligations under Interest Rate Protection Agreements that have been cancelled or otherwise
terminated before their scheduled expiration or are otherwise due and payable, and (vii)
obligations of such Person pursuant to a Guaranty of any of the foregoing obligations of another
Person; provided, however, Indebtedness shall exclude Non-recourse Debt. For purposes of this
Agreement, the Indebtedness of any Person shall include the Indebtedness of any partnership or
joint venture to the extent such Indebtedness is recourse to such Person.



     “Initial Availability Date” means the date on which the conditions specified in Section 4.1
are satisfied (or waived in accordance with Section 10.11).



     “Interest Payment Date” means (a) with respect to any Base Rate Loan or any Swingline Loan,
the last day of each March, June, September and December and (b) with respect to any Eurocurrency
Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’
duration, each day prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period.



     “Interest Period” means with respect to any Eurocurrency Borrowing, the period commencing on
the date of such Borrowing and ending on the numerically corresponding day in the calendar month
that is one, two, three or six months thereafter (or with the consent of each Lender making a Loan
as part of such Borrowing, any other period), in each case as the applicable Borrower may elect.
For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is
made and thereafter shall be the effective date of the most recent conversion or continuation of
such Borrowing.



     “Interest Rate Protection Agreement” shall mean any interest rate swap, interest rate cap,
interest rate collar, or other interest rate hedging agreement or arrangement designed to protect
against fluctuations in interest rates, regardless of whether such agreements are subject to hedge
accounting.



12









 





     “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice (or such later version thereof
as may be in effect at the time of issuance).



     “Issuing Bank” is defined in the preamble.



     “Issuing Request” has the meaning set forth in Section 2.12(b).



     “Joinder Agreement” means an agreement in substantially the form of Exhibit 2.14C
signed by the Company, by each Additional Lender and by each other Lender whose Commitment is to be
increased, setting forth the new Commitments of such Lenders and setting forth the agreement of
each Additional Lender to become a party to this Agreement and to be bound by all the terms and
provisions hereof.



     “Kroner” means lawful money of the Kingdom of Norway.



     “L/C Documents” means the Letters of Credit, any Issuance Requests and Applications with
respect thereto, any draft or other document presented in connection with a drawing thereunder, and
this Agreement.



     “L/C Obligations” means as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of all unpaid Reimbursement
Obligations. For purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance with Section 2.12(e).
For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired
by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14
of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining
available to be drawn.



     “Lender” is defined in the preamble.



     “Lending Office” means the “Lending Office” of such Lender (or an Affiliate of such Lender)
designated for each Type and/or currency of Loan or Letter of Credit in the Administrative
Questionnaire submitted by such Lender or such other office of such Lender (or an Affiliate of such
Lender) as such Lender may from time to time specify to the Administrative Agent and the Company as
the office by which its Loans and Letters of Credit of such Type and/or currency are to be made and
maintained.



     “Letter of Credit” means any letter of credit issued by an Issuing Bank for the account of the
Company or its Subsidiaries pursuant to Section 2.12(a).



     “LIBOR Rate” means, for any Interest Period for each Eurocurrency Loan in any applicable
currency, the rate per annum quoted at approximately 11:00 A.M. (London time) two Business Days
prior to the first day of such Interest Period on that page of the Reuters, Telerate or Bloombergs
reporting service (as then being used by the Administrative Agent to obtain such interest rate
quotes) that displays British Bankers’ Association interest settlement rates for deposits in the
applicable currency of such Eurocurrency Loan, or if such page or such service shall cease to be
available, such other page or other service (as the case may be) for the purpose



13









 




of displaying British Bankers’ Association interest settlement rates as reasonably determined
by the Administrative Agent after consultation with the Company as to the use of any such other
service. If for any reason any such settlement interest rate for such Interest Period is not
available through any such interest rate reporting service, then the “LIBOR Rate” with respect to
such Eurocurrency Loan will be the rate at which the Administrative Agent is offered deposits for
such applicable currency in the Dollar Equivalent of $5,000,000 for a period approximately equal to
such Interest Period in the London interbank market at 10:00 A.M. (New York time) two Business Days
before the first day of such Interest Period.




     “Lien” means any interest in any property or asset in favor of a Person other than the owner
of such property or asset and securing an obligation owed to, or a claim by, such Person, whether
such interest is based on the common law, statute or contract, including, but not limited to, the
security interest lien arising from a mortgage, encumbrance, pledge, conditional sale, security
agreement or trust receipt, or a lease, consignment or bailment for security purposes.



     “Loan” means (i) a Base Rate Loan, (ii) a Eurocurrency Loan or (iii) a Swingline Loan, as the
case may be, and “Loans” means two or more of any such Loans.



     “Mandatory Cost Rate” means in relation to any relevant period and sum, the rate determined in
accordance with Exhibit 2.15 hereto.



     “Material Adverse Effect” means a material adverse effect on (i) the business, assets,
operations or condition of the Company and its Subsidiaries taken as a whole, or (ii) the Credit
Parties’ ability, taken as a whole, to perform any of its payment obligations under the Agreement
or the Notes, in respect of the Letters of Credit or under any other Credit Document to which it is
a party.



     “Maturity Date” means the earlier of (i) the Commitment Termination Date, and (ii) the date on
which the Loans have become due and payable pursuant to Section 7.2 or 7.3.



     “Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.



     “NDC” means Noble Drilling Corporation, a Delaware corporation.



     “NDC Guaranty” means a guaranty of NDC in substantially the form of Exhibit 1.1.



     “Non-recourse Debt” means with respect to any Person (i) obligations of such Person against
which the obligee has no recourse to such Person except as to certain named or described present or
future assets or interests of such Person, and (ii) the obligations of SPVs to the extent the
obligee thereof has no recourse to the Company or any of its Subsidiaries, except as to certain
specified present or future assets or interests of SPVs.



     “Note” means a Revolving Note or a Swingline Note.



     “Obligations” means all obligations of the Credit Parties to pay fees, costs and expenses
hereunder, to pay principal or interest on Loans and Reimbursement Obligations and to pay any other
obligations to the Administrative Agent, the Swingline Lender, any Lender or any Issuing Bank
arising under any Credit Document.




14









 





     “Other Agents” means, collectively, the Co-Documentation Agents and the Syndication
Agent.



     “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October
26, 2001, as amended from time to time.



     “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.



     “Percentage” means, for each Lender, the percentage of the Commitments represented by such
Lender’s Commitment; provided, that, if the Commitments are terminated, each Lender’s Percentage
shall be calculated based on such Lender’s pro rata share of the sum of the Swingline Exposure and
the total Revolving Loans and L/C Obligations then outstanding or, if no Swingline Exposure,
Revolving Loans or L/C Obligations are then outstanding, its Commitment in effect immediately
before such termination, subject to any assignments by such Lender of Obligations pursuant to
Section 10.10.



     “Performance Guaranties” means all Guaranties of performance (and not financial Guaranties) of
the Company or any of its Subsidiaries delivered in connection with the construction, operation,
ownership or financing of drill ships, offshore mobile drilling units or offshore drilling rigs.



     “Performance Letters of Credit” means all letters of credit for the account of the Company,
any Subsidiary or a SPV issued as support for Non-recourse Debt or a Performance Guaranty.



     “Permitted Business” has the meaning ascribed to such term in Section 6.8.



     “Permitted Liens” means the Liens permitted as described in Section 6.10.



     “Person” means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization or any other entity or organization, including a
government or any agency or political subdivision thereof.



     “Plan” means an employee pension benefit plan covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code that is either (i) maintained by the
Company or any of its Subsidiaries, or (ii) maintained pursuant to a collective bargaining
agreement or any other arrangement under which more than one employer makes contributions and to
which the Company or any of its Subsidiaries is then making or accruing an obligation to make
contributions or has within the preceding five (5) plan years made or had an obligation to make
contributions.



     “Pounds” means the lawful currency of the United Kingdom.



     “Protesting Lender” shall have the meaning set forth in Section 2.18(b).



     “Reimbursement Obligation” has the meaning ascribed to such term in Section 2.12(c).



15









 





     “Replacement Lender” shall have the meaning set forth in Section 2.16.



     “Required Lenders” means, Lenders having Revolving Credit Exposures and unused Commitments
representing more than 50% of the sum of the total Revolving Credit Exposures and unused
Commitments at such time or, if the Commitments have been terminated or expired, Lenders having
more than 50% of the sum of the total Revolving Credit Exposures of all Lenders (in each case
determined on the basis of the Dollar Equivalent of any amounts denominated in any currencies other
than U.S. Dollars).



     “Reset Date” has the meaning assigned to such term in Section 10.19(a).



     “Revolving Credit” means the credit facility for making Revolving Loans and issuing Letters of
Credit described in Sections 2.1 and 2.12.



     “Revolving Credit Commitment Amount” means an amount equal to $600,000,000, as such amount may
be increased or reduced from time to time pursuant to the terms of this Agreement.



     “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum at such
time, without duplication, of (i) such Lender’s applicable Percentage of the Dollar Equivalent of
the principal amounts of the outstanding Revolving Loans, (ii) such Lender’s applicable Percentage
of the Dollar Equivalent of the aggregate outstanding L/C Obligations and (iii) such Lender’s
applicable Percentage of the Swingline Exposure.



     “Revolving Loan” means each of the revolving loans defined in Section 2.1.



     “Revolving Note” has the meaning ascribed to such term in Section 2.8(e).



     “Revolving Obligations” means the sum of the Dollar Equivalent of the principal amount of all
Revolving Loans and L/C Obligations outstanding.



     “Sale-Leaseback Transaction” means any arrangement whereby the Company or a Subsidiary shall
sell or transfer any property, real or personal, used or useful in its business, whether now owned
or hereafter acquired, and thereafter rent or lease property that it intends to use for
substantially the same purpose or purposes as the property sold or transferred.



     “S&P” means Standard & Poor’s Ratings Group or any successor thereto.



     “Senior NDC Notes” means (a) the 6.95% Senior Notes due 2009 in the original principal amount
of $150,000,000 issued by NDC, (b) the 7.50% Senior Notes due 2019 in the original principal amount
of $250,000,000 issued by NDC, (c) any refinancings, extensions, renewals or replacements of such
Indebtedness issued by NDC and (d) prior to the termination of the NDC Guaranty, any other senior
unsecured notes or senior subordinated notes issued or assumed by NDC.



     “Singapore Dollars” means the lawful currency of Singapore.



16









 





     “Significant Subsidiary” has the meaning ascribed to it under Regulation S-X promulgated under
the Securities Exchange Act of 1934, as amended.



     “Specified Currency” means each of the following currencies: Kroner, Australian Dollars and
Singapore Dollars, or other major currency as may be requested by the Company and agreed to by the
Administrative Agent provided that such requested currency is a lawful currency that is readily
available and freely transferable and convertible into Dollars.



     “SPV” means any Person that is designated by the Company as a special purpose vehicle,
provided that the Company shall not designate as a SPV any Subsidiary that owns, directly or
indirectly, any other Subsidiary that has total assets (including assets of any Subsidiaries of
such other Subsidiary, but excluding any assets that would be eliminated in consolidation with the
Company and its Subsidiaries) which equates to at least five percent (5%) of the Company’s Total
Assets, or that had net income (including net income of any Subsidiaries of such other Subsidiary,
all before discontinued operations and income or loss resulting from extraordinary items, but
excluding revenues and expenses that would be eliminated in consolidation with the Company and its
Subsidiaries and excluding any loss or gain resulting from the early extinguishment of
Indebtedness) during the most recently completed fiscal year of the Company in excess of the
greater of (i) $1,000,000, and (ii) fifteen percent (15%) of the net income (before discontinued
operations and income or loss resulting from extraordinary items and excluding any loss or gain
resulting from the early extinguishment of Indebtedness) for the Company and its Subsidiaries, all
as determined on a consolidated basis in accordance with GAAP during such fiscal year of the
Company. The Company may elect to treat any Subsidiary as a SPV (provided such Subsidiary would
otherwise qualify as such), and may rescind any such prior election, by giving written notice
thereof to the Administrative Agent specifying the name of such Subsidiary or SPV, as the case may
be, and the effective date of such election, which shall be a date within sixty (60) days after the
date such notice is given. The election to treat a particular Person as a SPV may only be made
once.



     “Statutory Reserve Rate” means, with respect to any currency, the aggregate of the maximum
reserve, liquid asset or similar percentages (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by any Governmental Authority of the
United States or of the jurisdiction of such currency or any jurisdiction in which Loans in such
currency are made to which banks in such jurisdiction are subject for any category of deposits or
liabilities customarily used to fund loans in such currency or by reference to which interest rates
applicable to loans in such currency are determined. Such reserve, liquid asset or similar
percentages shall include those imposed pursuant to Regulation D of the Board of Governors of the
Federal Reserve System. Eurocurrency Loans shall be deemed to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under Regulation D or any other applicable law, rule or
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective
date of any change in any reserve percentage.



     “Sub-Agent” means Citibank International plc.



     “Subsidiary” means, for any Person, any other Person (other than, except in the context of
Sections 5.9 and 6.6(a), a SPV) of which more than fifty percent (50%) of the outstanding stock



17









 







or comparable equity interests having ordinary voting power for the election of the board of
directors, managers or similar governing body of such other Person (irrespective of whether or not
at the time stock or other equity interests of any other class or classes of such other Person
shall have or might have voting power by reason of the happening of any contingency), is at the
time directly or indirectly owned by such former Person or by one or more of its Subsidiaries.



     “Subsidiary Debt Basket Amount” has the meaning ascribed to such term in Section 6.11(j).



     “Subsidiary Guaranty” means any Guaranty of any Subsidiary delivered pursuant to Section
6.11(k).



     “Swingline Commitment” means the commitment of the Swingline Lender to make loans pursuant to
Section 2.17, as the same may be reduced from time to time as expressly provided pursuant to this
Agreement. The amount of the Swingline Commitment shall initially be $50,000,000.



     “Swingline Exposure” means at any time the aggregate principal amount at such time of all
outstanding Swingline Loans. The Swingline Exposure of any Lender at any time shall equal its
applicable Percentage of the aggregate Swingline Exposure at such time.



     “Swingline Lender” has the meaning specified in the first paragraph hereof.



     “Swingline Loan” means any loan made by the Swingline Lender pursuant to Section 2.17.



     “Swingline Note” has the meaning set forth in Section 2.8(e).



     “Swingline Request” has the meaning set forth in Section 2.17(b).



     “Syndication Agent” means SunTrust Bank, acting in its capacity as syndication agent
for the Lenders, and any successor Syndication Agent appointed hereunder pursuant to Section 9.7;
provided, however, that the Syndication Agent shall not have any duties, responsibilities, or
obligations hereunder in such capacity.



     “TARGET” means the Trans-European Automated Real-Time Gross Settlement Express Transfer
system.



     “Taxes” has the meaning set forth in Section 5.11.



     “Total Assets” means, as of any date of determination, the aggregate book value of the assets
of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP as
of such date.



     “Total Tangible Capitalization” means, as of any date of determination, the sum of
Consolidated Indebtedness plus Consolidated Tangible Net Worth as of such date.



18









 





     “Type”, when used in reference to any Revolving Loan or Borrowing, refers to whether the rate
of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to
Adjusted LIBOR or the Base Rate.



     “Unfunded Vested Liabilities” means, for any Plan at any time, the amount (if any) by which
the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair
market value of all Plan assets allocable to such benefits, determined as of the then most recent
valuation date for such Plan, but only to the extent that such excess represents a potential
liability of the Company or any of its Subsidiaries to the PBGC or such Plan.



     Section 1.2. Time of Day. Unless otherwise expressly provided, all references to time
of day in this Agreement and the other Credit Documents shall be references to New York, New York
time.



     Section 1.3. Accounting Terms; GAAP. Except as otherwise expressly provided herein,
and subject to the provisions of Section 10.20, all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect from time to time.



ARTICLE 2




THE CREDIT FACILITIES.




     Section 2.1. Commitments for Revolving Loans. Subject to the terms and conditions
hereof, each Lender severally and not jointly agrees to make one or more loans (each a “Revolving
Loan”) to the Borrowers from time to time prior to the Commitment Termination Date applicable to
such Lender on a revolving basis in an aggregate amount not to exceed at any time outstanding an
amount equal to its Commitment, subject to any increases or reductions thereof pursuant to the
terms of this Agreement; provided, however, that no Lender shall be required to make any Revolving
Loan if, after giving effect thereto, (i) the sum of the Swingline Exposure plus the Dollar
Equivalent of the aggregate principal amount of the Revolving Loans and the L/C Obligations of all
Lenders (determined in accordance with Section 10.19) would thereby exceed the Revolving Credit
Commitment Amount then in effect; (ii) the Dollar Equivalent of the Revolving Credit Exposure of
such Lender (determined in accordance with Section 10.19) would thereby exceed its Commitment then
in effect or (iii) the sum of the Swingline Exposure of the Designated Borrower plus the Dollar
Equivalent of the aggregate principal amount of the Revolving Loans of all Lenders made to the
Designated Borrower shall not exceed the Designated Borrower Sublimit. Each Borrowing of Revolving
Loans shall be made ratably from the Lenders in proportion to their respective Percentages.
Revolving Loans of each Lender may be repaid, in whole or in part, and all or any portion of the
principal amounts thereof reborrowed, before the Commitment Termination Date applicable to such
Lender, subject to the terms and conditions hereof. Funding of any Revolving Loans shall be in any
combination of U.S. Dollars, Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars
or Kroner as specified by the Company as set forth in Section 2.3; provided, that the Dollar
Equivalent amount of the principal amount of outstanding Revolving Loans and L/C Obligations funded
and issued in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars and Kroner
determined, with respect to each such Revolving Loans and L/C Obligations in



19









 







accordance with Section 10.19 shall at no time exceed the Foreign Currency Sublimit then in
effect.



     Section 2.2. Types of Revolving Loans and Minimum Borrowing Amounts. Borrowings of
Revolving Loans may be outstanding as either Base Rate Loans or Adjusted LIBOR Loans, as selected
by the Company pursuant to Section 2.3; provided, however, that any Revolving Loans funded in
Euros, Australian Dollars, Canadian Dollars, Singapore Dollars, Pounds or Kroner may only be
outstanding as Adjusted LIBOR Loans. Each Borrowing of Base Rate Loans shall be in an amount of
not less than $1,000,000 and each Borrowing of Adjusted LIBOR Loans shall be in an amount of not
less than the Dollar Equivalent of $5,000,000 and in an integral multiple of the Borrowing
Multiple.



     Section 2.3. Manner of Borrowings; Continuations and Conversions of Borrowings.



          (a) Notice of Revolving Loan Borrowings. The Company shall give notice to the
Administrative Agent by no later than (i) 12:00 P.M. at least three (3) Business Days before the
date on which the Company requests the Lenders to advance a Borrowing of Eurocurrency Loans to be
funded in U.S. Dollars, (ii) 12:00 P.M. at least four (4) Business Days before the date on which
the Company requests the Lenders to advance a Borrowing of Eurocurrency Loans to be funded in
Euros, Pounds or Canadian Dollars, (iii) 4:00 P.M. (London time) at least four (4) Business Days
before the date on which the Company requests the Lenders to advance a Borrowing of Eurocurrency
Loans to be funded in any Specified Currency (with a copy of any such notice to be sent
simultaneously to the Sub-Agent), and (iv) 12:00 P.M. on the date the Company requests the Lenders
to advance a Borrowing of Base Rate Loans, in each case pursuant to a duly completed Borrowing
Request substantially in the form of Exhibit 2.3 (each a “Borrowing Request”) executed by
the Company.




          (b) Notice of Continuation or Conversion of Outstanding Borrowings. The Company may
from time to time elect to change or continue the type of interest rate borne by each Revolving
Loan Borrowing or, subject to the minimum amount requirements in Section 2.2 for each outstanding
Revolving Loan Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurocurrency
Loans, the Company may continue part or all of such Borrowing as Eurocurrency Loans for an Interest
Period specified by the Company or convert part or all of such Borrowing into Base Rate Loans on
the last day of the Interest Period applicable thereto, or the Company may earlier convert part or
all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses
provided in Section 2.11; and (ii) if such Borrowing is of Base Rate Loans, the Company may convert
all or part of such Borrowing into Eurocurrency Loans for an Interest Period specified by the
Company on any Business Day, in each case pursuant to notices of continuation or conversion as set
forth below. The Company may select multiple Interest Periods for the Eurocurrency Loans
constituting any such particular Borrowing, provided that at no time shall the number of different
Interest Periods for outstanding Eurocurrency Loans exceed twenty (20) (it being understood for
such purposes that (x) Interest Periods of the same duration, but commencing on different dates,
shall be counted as different Interest Periods, and (y) all Interest Periods commencing on the same
date and of the same duration shall be counted as one Interest Period regardless of the number of
Borrowings or Loans involved). Notices of the continuation of such Eurocurrency Loans for an
additional Interest Period or of the conversion of part or all of such Eurocurrency Loans into Base
Rate Loans or of


20









 







such Base Rate Loans into Eurocurrency Loans must be given by no later than (A) 12:00 P.M. at
least three (3) Business Days with respect to Eurocurrency Loans funded in U.S. Dollars, (B) 12:00
P.M. at least four (4) Business Days with respect to Eurocurrency Loans funded in Euros, Pounds or
Canadian Dollars, and (C) 4:00 P.M. (London time) at least four (4) Business Days with respect to
Eurocurrency Loans funded in any Specified Currency (with a copy of any such notice to be sent
simultaneously to the Sub-Agent), in each case before the date of the requested continuation or
conversion.




          (c) Manner of Notice. The Company shall give such notices concerning the advance,
continuation, or conversion of a Borrowing pursuant to this Section 2.3 by telephone or facsimile
(which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in
writing) pursuant to a Borrowing Request which shall specify the date of the requested advance,
continuation or conversion (which shall be a Business Day), the amount and currency of the
requested Borrowing, whether such Borrowing is to be advanced, continued, or converted, the Type of
Loans to comprise such new, continued or converted Borrowing, if such Borrowing is to be comprised
of Eurocurrency Loans, the Interest Period applicable thereto and the applicable Borrower. The
Company agrees that the Administrative Agent may rely on any such telephonic or facsimile notice
given by any Person it in good faith believes is an authorized representative of the Company
without the necessity of independent investigation and that, if any such notice by telephone
conflicts with any written confirmation, such telephonic notice shall govern if the Administrative
Agent has acted in reliance thereon.




          (d) Notice to the Lenders. The Administrative Agent shall give prompt telephonic,
telex or facsimile notice to each Lender of any notice received pursuant to this Section 2.3
relating to a Revolving Loan Borrowing. The Administrative Agent shall give notice to the Company
and each Lender by like means of the interest rate applicable to each Borrowing of Eurocurrency
Loans (but, if such notice is given by telephone, the Administrative Agent shall confirm such rate
in writing) promptly after the Administrative Agent has made such determination.




          (e) Company’s Failure to Notify. If the Company fails to give notice pursuant to
Section 2.3(a) or (b) of (i) the continuation or conversion of any outstanding principal amount of
a Borrowing of Eurocurrency Loans, or (ii) a Borrowing of Revolving Loans to pay outstanding
Reimbursement Obligations, and has not notified the Administrative Agent by (A) 12:00 P.M. at least
three (3) Business Days before the last day of the Interest Period for any Borrowing of
Eurocurrency Loans funded in U.S. Dollars, (B) 12:00 P.M. at least four (4) Business Days before
the last day of the Interest Period for any Borrowing of Eurocurrency Loans funded in Euros, Pounds
or Canadian Dollars, (C) 4:00 P.M. (London time) at least four (4) Business Days before the last
day of the Interest Period for any Borrowing of Eurocurrency Loans funded in any Specified Currency
(with a copy of any such notice to be sent simultaneously to the Sub-Agent), or (D) the day such
Reimbursement Obligation becomes due, as the case may be, that it intends to repay such Borrowing
or Reimbursement Obligation, the Company shall be deemed to have requested for such Borrower, as
applicable, (x) the continuation of such Borrowing as a Eurocurrency Loan with an Interest Period
of one (1) month or (y) the advance of a new Borrowing of Base Rate Loans (after converting, if
necessary, the Reimbursement Obligation into Dollars using the applicable Exchange Rate in effect
on such date) on such day in the amount of the Reimbursement Obligation then due, which Borrowing


21









 







pursuant to this clause (y) shall be deemed to have been funded on such date by the Lenders in
accordance with Section 2.3(a) and to have been applied on such day to pay the Reimbursement
Obligation then due, in each case so long as no Event of Default shall have occurred and be
continuing or would occur as a result of such Borrowing but otherwise disregarding the conditions
to Borrowings set forth in Section 4.2. Upon the occurrence and during the continuance of any
Event of Default, and upon notice thereof from the Administrative Agent to the Company (i) each
Eurocurrency Loan will automatically, on the last day of the then existing Interest Period
therefor, convert into a Base Rate Loan, and (ii) the obligation of the Lenders to fund Loans in
Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars or Kroner, and to make,
continue or convert Loans into Eurocurrency Loans shall be suspended.




          (f) Conversion. If the Company shall elect to convert any particular Borrowing
pursuant to this Section 2.3 from one Type of Loan to the other only in part, then, from and after
the date on which such conversion shall be effective, such particular Borrowing shall, for all
purposes of this Agreement (including, without limitation, for purposes of subsequent application
of this sentence) be deemed to instead constitute two Borrowings (each originally advanced on the
same date as such particular Borrowing), one comprised of (subject to subsequent conversion in
accordance with this Agreement) Eurocurrency Loans in an aggregate principal amount equal to the
portion of such Borrowing so elected by the Company to be comprised of Eurocurrency Loans and the
second comprised of (subject to subsequent conversion in accordance with this Agreement) Base Rate
Loans in an aggregate principal amount equal to the portion of such particular Borrowing so elected
by the Company to be comprised of Base Rate Loans. If the Company shall elect to have multiple
Interest Periods apply to any such particular Borrowing comprised of Eurocurrency Loans, then, from
and after the date such multiple Interest Periods commence, such particular Borrowing shall, for
all purposes of this Agreement (including, without limitation, for purposes of subsequent
application of this sentence), be deemed to constitute a number of separate Borrowings (each
originally commencing on the same date as such particular Borrowing) equal to the number of, and
corresponding to, the different Interest Periods so selected, each such deemed separate Borrowing
corresponding to a particular selected Interest Period comprised of (subject to subsequent
conversion in accordance with this Agreement) Eurocurrency Loans in an aggregate principal amount
equal to the portion of such particular Borrowing so elected by the Company to have such Interest
Period. This Section 2.3(f) shall be applied appropriately in the event that the Company shall
make the elections described in the two preceding sentences at the same time with respect to the
same particular Borrowing.




     Section 2.4. Interest Periods. As provided in Section 2.3, at the time of each
request for a Borrowing of Eurocurrency Loans, or for the continuation or conversion of any
Borrowing of Eurocurrency Loans, the Company shall select the Interest Period(s) to be applicable
to such Loans from among the available options, subject to the limitations in Section 2.3;
provided, however, that:



          (i) the Company may not select an Interest Period that extends beyond the Commitment
Termination Date;




          (ii) whenever the last day of any Interest Period would otherwise be a day that is not a
Business Day, the last day of such Interest Period shall either be (i) extended to the next


22









 







succeeding Business Day, or (ii) in the case of Eurocurrency Loans only, reduced to the immediately
preceding Business Day if the next succeeding Business Day is in the next calendar month; and




          (iii) for purposes of determining an Interest Period, a month means a period starting on one
day in a calendar month and ending on the numerically corresponding day in the next calendar month;
provided, however, that if there is no such numerically corresponding day in the month in which an
Interest Period is to end or if an Interest Period begins on the last Business Day of a calendar
month, then in the case of Eurocurrency Loans only, such Interest Period shall end on the last
Business Day of the calendar month in which such Interest Period is to end.




     Section 2.5. Funding of Loans.



          (a) Disbursement of Loans. Not later than 12:00 P.M. with respect to Borrowings in
U.S. Dollars of Eurocurrency Loans, and 2:00 P.M. with respect to Base Rate Revolving Loans, on the
date of any requested advance of a new Borrowing of Loans, each Lender, subject to all other
provisions hereof, shall make available for the account of its applicable Lending Office its Loan
comprising its portion of such Borrowing in funds immediately available for the benefit of the
Administrative Agent in the applicable Administrative Agent’s Account and according to the payment
instructions of the Administrative Agent. Not later than 2:00 P.M. (London time) with respect to a
new Borrowing in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars, or Kroner,
on the date of any such requested Borrowing, each Lender, subject to all other provisions hereof,
shall make available its portion of such Borrowing in funds immediately available for the benefit
of the Administrative Agent in the applicable Administrative Agent’s Account and according to the
payment instructions of the Administrative Agent. The Administrative Agent shall promptly make the
proceeds of each such Borrowing available in immediately available funds to the applicable Borrower
(or as directed in writing by the Company) on such date. In the event that any Lender does not
make such amounts available to the Administrative Agent by the time prescribed above, but such
amount is received later that day, such amount shall nevertheless be promptly credited to the
applicable Borrower in the manner described in the preceding sentence (and if such credit is made
on the next Business Day, with interest on such amount to begin accruing hereunder on such next
Business Day); provided that acceptance by any Borrower of any such late amount shall not be
deemed a waiver by the Company of any rights it may have against such Lender. No Lender shall be
responsible to any Borrower for any failure by another Lender to fund its portion of a Borrowing,
and no such failure by a Lender shall relieve any other Lender from its obligation, if any, to fund
its portion of a Borrowing.




          (b) Administrative Agent Reliance on Lender Funding. Unless the Administrative Agent
shall have been notified by a Lender prior to the time at which such Lender is scheduled to make
payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon
receipt) that such Lender does not intend to make such payment, the Administrative Agent may assume
that such Lender has made such payment when due and in reliance upon such assumption may (but shall
not be required to) make available to the applicable Borrower the proceeds of the Loan to be made
by such Lender and, if any Lender has not in fact made such payment to the Administrative Agent,
such Lender shall, on demand,


23









 








pay to the Administrative Agent the amount made available to the applicable Borrower
attributable to such Lender together with interest thereon for each day during the period
commencing on the date such amount was made available to the applicable Borrower and ending on (but
excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum
equal to the Administrative Agent’s cost of funds for such amount. If such amount is not received
from such Lender by the Administrative Agent immediately upon demand, the applicable Borrower will,
on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender
with interest thereon at a rate per annum equal to the interest rate applicable to the relevant
Loan, but the applicable Borrower will in no event be liable to pay any amounts otherwise due
pursuant to Section 2.11 in respect of such repayment. Nothing in this subsection shall be deemed
to relieve any Lender from any obligation to fund any Loans hereunder or to prejudice any rights
which any Borrower may have against any Lender as a result of any default by such Lender hereunder.




     Section 2.6. Applicable Interest Rates.



          (a) Base Rate Loans. Each Base Rate Loan shall bear interest (computed on the basis
of a 365-day year or 366-day year, as the case may be, and actual days elapsed including the first
day but excluding the date of repayment) on the unpaid principal amount thereof from the date such
Loan is made until maturity (whether by acceleration or otherwise) or conversion to a Eurocurrency
Loan, at a rate per annum equal to the lesser of (i) the Highest Lawful Rate, or (ii) the Base Rate
from time to time in effect. Each Borrower agrees to pay such interest on each Interest Payment
Date for such Loan and at maturity (whether by acceleration or otherwise).




          (b) Eurocurrency Loans. Each Eurocurrency Loan shall bear interest (computed on the
basis of a 360-day year and actual days elapsed, except with respect to Eurocurrency Loans funded
in Pounds, in which case interest will be computed on the basis of a 365-day year or 366-day year,
as the case may be, and actual days elapsed, in each case including the first day but excluding the
date of repayment) on the unpaid principal amount thereof from the date such Loan is made until
maturity (whether by acceleration or otherwise) or, in the case of Eurocurrency Loans, conversion
to a Base Rate Loan at a rate per annum equal to the lesser of (i) the Highest Lawful Rate, or (ii)
the sum of Adjusted LIBOR plus the Applicable Margin. Each Borrower agrees to pay such interest on
each Interest Payment Date for such Loan and at maturity (whether by acceleration or otherwise) or,
in the case of Eurocurrency Loans, conversion to a Base Rate Loan.




          (c) Swingline Loans. Each Swingline Loan shall bear interest (computed on the basis
of a 365-day year or 366-day year, as the case may be, and actual days elapsed excluding the date
of repayment) on the unpaid principal amount thereof from the date such Loan is made until maturity
(whether by acceleration or otherwise) at a rate per annum equal to the lesser of (i) the Highest
Lawful Rate, or (ii) the Base Rate from time to time in effect. Each Borrower agrees to pay such
interest on each Interest Payment Date for such Loan and at maturity (whether by acceleration or
otherwise).




          (d) Rate Determinations. The Administrative Agent shall determine each interest rate
applicable to the Loans and Reimbursement Obligations hereunder insofar as such


24









 







interest rate involves a determination of Base Rate, Adjusted LIBOR or LIBOR Rate, or any
applicable default rate pursuant to Section 2.7, and such determination shall be conclusive and
binding except in the case of the Administrative Agent’s manifest error or willful misconduct. The
Administrative Agent shall promptly give notice to the Company and each Lender of each
determination of Adjusted LIBOR, with respect to each Eurocurrency Loan.




     Section 2.7. Default Rate. If any payment of principal on any Loan is not made when
due after the expiration of the grace period therefor provided in Section 7.1(a) (whether by
acceleration or otherwise), or any Reimbursement Obligation is not paid when due as provided in
Section 2.12(c), such past due Loan or Reimbursement Obligation shall bear interest (computed on
the basis of a year of 360, 365 or 366 days, as applicable, and actual days elapsed) after any such
grace period expires until such principal then due is paid in full, which each Borrower agrees to
pay on demand, at a rate per annum equal to:



          (a) for any Base Rate Loan or any Swingline Loan, the lesser of (i) the Highest Lawful Rate,
or (ii) the sum of two percent (2%) per annum plus the Base Rate from time to time in effect (but
not less than the Base Rate in effect at the time such payment was due);




          (b) for any Eurocurrency Loan, the lesser of (i) the Highest Lawful Rate, or (ii) the sum of
two percent (2%) per annum plus the rate of interest in effect thereon at the time of such default
until the end of the Interest Period for such Loan and, thereafter, at a rate per annum equal to
the sum of two percent (2%) per annum plus (x) in the case of any Loans made in Dollars, the Base
Rate from time to time in effect (but not less than the Base Rate in effect at the time such
payment was due), or (y) in the case of any Loans made in Euros, Pounds, Australian Dollars,
Canadian Dollars, Singapore Dollars or Kroners, the interest rate that would otherwise then be
applicable under this Agreement to a Eurocurrency Loan made in such currency for an Interest Period
of one month as from time to time in effect (but not less than such interest rate in effect at the
time such payment was due); and




          (c) for any unpaid Reimbursement Obligations, the lesser of (i) the Highest Lawful Rate, or
(ii) the sum of two percent (2%) per annum plus (x) in the case of any Reimbursement Obligations
payable in Dollars, the Base Rate from time to time in effect (but not less than the Base Rate in
effect at the time such payment was due), or (y) in the case of any Reimbursement Obligations
payable in any currency other than Dollars, the interest rate that would otherwise then be
applicable under this Agreement to a Eurocurrency Loan made in such currency for an Interest Period
of one month as from time to time in effect (but not less than such interest rate in effect at the
time such payment was due).




          It is the intention of the Administrative Agent and the Lenders to conform strictly to usury
laws applicable to them. Accordingly, if the transactions contemplated hereby or any Loan or other
Obligation would be usurious as to any of the Lenders under laws applicable to it (including the
laws of the United States of America and the State of New York or any other jurisdiction whose laws
may be mandatorily applicable to such Lender notwithstanding the other provisions of this
Agreement, the Notes or any other Credit Document), then, in that event, notwithstanding anything
to the contrary in this Agreement, the Notes or any other Credit Document, it is agreed as follows:
(i) the aggregate of all consideration which constitutes


25









 







interest under laws applicable to such Lender that is contracted for, taken, reserved, charged
or received by such Lender under this Agreement, the Notes or any other Credit Document or
otherwise shall under no circumstances exceed the Highest Lawful Rate, and any excess shall be
credited by such Lender on the principal amount of the Loans or to the Reimbursement Obligations
(or, if the principal amount of the Loans and all Reimbursement Obligations shall have been paid in
full, refunded by such Lender to the applicable Borrower); and (ii) in the event that the maturity
of the Loans is accelerated by reason of an election of the holder or holders thereof resulting
from any Event of Default hereunder or otherwise, or in the event of any required or permitted
prepayment, then such consideration that constitutes interest under laws applicable to such Lender
may never include more than the Highest Lawful Rate, and excess interest, if any, provided for in
this Agreement, the Notes, any other Credit Document or otherwise shall be automatically canceled
by such Lender as of the date of such acceleration or prepayment and, if theretofore paid, shall be
credited by such Lender on the principal amount of the Loans or to the Reimbursement Obligations
(or if the principal amount of the Loans and all Reimbursement Obligations shall have been paid in
full, refunded by such Lender to the applicable Borrower).




     Section 2.8. Repayment of Loans; Evidence of Debt.



          (a) Repayment of Loans. Each Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender, on the Commitment Termination Date, the unpaid
amount of each Revolving Loan to such Borrower then outstanding. Each Borrower hereby
unconditionally promises to pay to the Swingline Lender the unpaid principal amount of each
Swingline Loan to such Borrower no later than the Commitment Termination Date.




          (b) Record of Loans by Lenders. Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender
resulting from each Loan made to such Borrower by such Lender, including the amounts of principal
and accrued interest payable and paid to such Lender from time to time hereunder.




          (c) Record of Loans by Administrative Agent. The Administrative Agent shall maintain
accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal or accrued interest due
and payable or to become due and payable from the applicable Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder for the account of the
Lenders and each Lender’s share thereof.




          (d) Evidence of Obligations. The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the existence
and amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect
the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.





26










 





          (e) Notes. The Revolving Loans outstanding to each Borrower from each Lender
shall, at the written request of such Lender, be evidenced by a promissory note of the applicable
Borrower payable to such Lender in the form of Exhibit 2.8A (each a “Revolving Note”) or,
if such Lender so requests in writing, by one or more individual promissory notes of such Borrower
in similar form but payable in the specific foreign currencies in which the Loans may be funded.
Each Borrower agrees to execute and deliver to the Administrative Agent, for the benefit of each
Lender requesting one or more promissory notes as aforesaid, an original of each such promissory
note, appropriately completed, to evidence the respective Loans made by such Lender to such
Borrower hereunder, within ten (10) Business Days after the Company receives a written request
therefor. The Swingline Loans outstanding to each Borrower shall be evidenced by a promissory note
of each Borrower payable to the Swingline Lender in the form of Exhibit 2.8B (a “Swingline
Note”).




          (f) Recording of Loans and Payments on Notes. Each holder of a Note shall record on
its books and records or on a schedule to its appropriate Note (and prior to any transfer of its
Notes shall endorse thereon or on schedules forming a part thereof appropriate notations to
evidence) the amount of each Loan outstanding from it to the maker thereof, all payments of
principal and interest and the principal balance from time to time outstanding thereon, the Type of
such Loan and, if a Eurocurrency Loan the Interest Period and interest rate applicable thereto.
Such record, whether shown on the books and records of a holder of a Note or on a schedule to its
Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of
any holder to record any of the foregoing or any error in any such record shall not limit or
otherwise affect the obligation of each Borrower to repay all Loans outstanding to such Borrower
hereunder together with accrued interest thereon. At the request of any holder of a Note and upon
such holder tendering to the applicable Borrower the Note to be replaced, the applicable Borrower
shall furnish a new Note to such holder to replace any outstanding Note and at such time the first
notation appearing on the schedule on the reverse side of, or attached to, such new Note shall set
forth the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.




     Section 2.9. Optional Prepayments. Each Borrower shall have the privilege of
prepaying any Base Rate Loans or Swingline Loans without premium or penalty at any time in whole or
at any time and from time to time in part (but, if in part, then in an amount which is equal to or
greater than $1,000,000); provided, however, that the Company shall have given notice of such
prepayment to the Administrative Agent no later than 12:00 P.M. on the date of such prepayment.
Each Borrower shall have the privilege of prepaying any Adjusted LIBOR Loans (a) without premium or
penalty in whole or in part (but, if in part, then in an amount which is equal to or greater than
the Dollar Equivalent of $5,000,000 and in an integral multiple of the Borrowing Multiple or such
smaller amount as needed to prepay a particular Borrowing in full) only on the last Business Day of
an Interest Period for such Loan, and (b) at any other time without premium or penalty except for
the breakage fees and funding losses that are required to be paid pursuant to Section 2.11;
provided, however, that the Company shall have given notice of such prepayment to the
Administrative Agent no later than 12:00 P.M. at least three (3) Business Days before the last
Business Day of such Interest Period or the proposed prepayment date (or such shorter period as may
be agreed by the Administrative Agent in its sole discretion). Any such prepayments shall be made
by the payment of the principal amount to be prepaid and



27









 







accrued and unpaid interest thereon to the date of such prepayment. Optional prepayments
shall be applied to the Obligations then outstanding in the order specified by the Company.



     Section 2.10. Mandatory Prepayments of Loans. In the event and on each occasion that
the sum of the Swingline Exposure plus the Dollar Equivalent of the aggregate principal amount of
outstanding Revolving Loans and L/C Obligations exceeds the Revolving Credit Commitment Amount then
in effect, then the Company or the Designated Borrower, as appropriate, shall promptly prepay
Revolving Loans in an aggregate amount sufficient to eliminate such excess. Immediately upon
determining the need to make any such prepayment, the Company shall notify the Administrative Agent
of such required prepayment and of the identity of the particular Revolving Loans being prepaid.
If the Administrative Agent shall notify the Company that the Administrative Agent has determined
that any prepayment is required under this Section 2.10, the Company or the Designated Borrower, as
appropriate, shall make such prepayment no later than the second Business Day following such
notice. Any mandatory prepayment of Revolving Loans pursuant hereto shall not be limited by the
notice provision for prepayments set forth in Section 2.9. Each such prepayment shall be
accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and any applicable
breakage fees and funding losses pursuant to Section 2.11.



     Section 2.11. Breakage Fees. If any Lender incurs any loss, cost or expense
(excluding loss of anticipated profits and other indirect or consequential damages) by reason of
the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or
maintain any Eurocurrency Loan as a result of any of the following events other than any such
occurrence as a result of a change of circumstance described in Sections 8.1 or 8.2:



          (a) any payment, prepayment or conversion of any such Loan on a date other than the last day
of its Interest Period (whether by acceleration, mandatory prepayment or otherwise);




          (b) any failure to make a principal payment of any such Loan on the due date therefor; or




          (c) any failure by any Borrower to borrow, continue or prepay, or convert to, any such Loan on
the date specified in a notice given pursuant to Section 2.3 (other than by reason of a default of
such Lender),



then the applicable Borrower shall pay to such Lender such amount as will reimburse such Lender for
such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to
the Company a certificate executed by an officer of such Lender setting forth the amount of such
loss, cost or expense in reasonable detail (including an explanation of the basis for and the
computation of such loss, cost or expense) no later than ninety (90) days after the event giving
rise to the claim for compensation, and the amounts shown on such certificate shall be prima facie
evidence of such Lender’s entitlement thereto. Within ten (10) days of receipt of such
certificate, the applicable Borrower shall pay directly to such Lender such amount as will
compensate such Lender for such loss, cost or expense as provided herein, unless such Lender has
failed to timely give notice to the Company of such claim for compensation as provided herein, in
which event no Borrower shall have any obligation to pay such claim.




28









 








     Section 2.12. Letters of Credit.



          (a) Letters of Credit. Subject to the terms and conditions hereof, each Issuing Bank
agrees to issue, from time to time prior to the Commitment Termination Date, at the request of the
Company and on behalf of the Lenders and in reliance on their obligations under this Section 2.12,
one or more letters of credit (each a “Letter of Credit”) for the Company’s or any of its
Subsidiaries’ account in a face amount in each case of at least $500,000 or, if denominated in a
currency other than U.S. Dollars, the Dollar Equivalent of $500,000, and in an aggregate undrawn
face amount for all Letters of Credit at any time outstanding not to exceed the Revolving Credit
Commitment Amount; provided, that an Issuing Bank shall not issue or amend a Letter of Credit
pursuant to this Section 2.12 if, after the issuance thereof, (i) the sum of the Swingline Exposure
plus the Dollar Equivalent of the outstanding Revolving Loans and L/C Obligations would thereby
exceed the Revolving Credit Commitment Amount (determined in accordance with Section 10.19) then in
effect, (ii) the Dollar Equivalent of the aggregate undrawn face amount of all Letters of Credit
then outstanding would at any time thereafter (giving effect to the respective scheduled expiration
dates thereof and any automatic extensions provided therein) exceed the Revolving Credit Commitment
Amount scheduled to be in effect at any such time thereafter (giving effect to any reductions
resulting from the scheduled expiration of the Commitments of Declining Lenders not offset by new
or increased Commitments of Replacement Lenders or Extending Lenders pursuant to Section 2.16),
(iii) the issuance of such Letter of Credit would violate any legal or regulatory restriction then
applicable to such Issuing Bank or any Lender as notified by such Issuing Bank or such Lender to
the Administrative Agent before the date of issuance of such Letter of Credit or (iv) the Dollar
Equivalent of the L/C Obligations would exceed $150,000,000 (the “Letter of Credit Sublimit”).
Letters of Credit and any increases and extensions thereof hereunder may be issued in face amounts
of either Dollars, Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars or
Kroner; provided further, that the Dollar Equivalent amount of the principal amount of outstanding
Revolving Loans and Letters of Credit in Euros, Pounds, Australian Dollars, Canadian Dollars,
Singapore Dollars and Kroner determined, with respect to each such Revolving Loan or Letter of
Credit, in accordance with Section 10.19 on the date such Letter of Credit is issued, increased or
extended, as applicable, shall not exceed in the aggregate the Foreign Currency Sublimit.




          (b) Issuance Procedure. To request that an Issuing Bank issue a Letter of Credit, the
Company shall deliver to such Issuing Bank and the Administrative Agent (with a duplicate copy to
an operations employee of such Issuing Bank as designated by such Issuing Bank from time to time) a
duly executed Issuance Request substantially in the form of Exhibit 2.12 (each an “Issuance
Request”), together with a duly executed application for the relevant Letter of Credit
substantially in such Issuing Bank’s customary form or in such other form as may be approved by the
Company and such Issuing Bank (each an “Application”), or such other computerized issuance or
application procedure, instituted from time to time by such Issuing Bank and the Administrative
Agent and agreed to by the Company, completed to the reasonable satisfaction of such Issuing Bank
and the Administrative Agent, and such other information as such Issuing Bank and the
Administrative Agent may reasonably request. In the event of any irreconcilable difference or
inconsistency between this Agreement and an Application, the provisions of this Agreement shall
govern. Upon receipt by an Issuing Bank and the Administrative Agent of a properly completed and
executed Application and any other reasonably requested information at least three (3) Business
Days prior to any requested issuance




29









 







date, such Issuing Bank will process such Application in accordance with its customary
procedures and issue the requested Letter of Credit on the requested issuance date. The Company
may cancel any requested issuance of a Letter of Credit prior to the issuance thereof. An Issuing
Bank that issues a Letter of Credit will notify the Administrative Agent and each Lender of the
amount, currency, and expiration date of such Letter of Credit it issues promptly upon issuance
thereof. Each Letter of Credit shall have an expiration date no later than five (5) Business Days
before the Commitment Termination Date. If an Issuing Bank issues any Letters of Credit with
expiration dates that automatically extend unless such Issuing Bank gives notice that the
expiration date will not so extend, such Issuing Bank will give such notice of non-renewal before
the time necessary to prevent such automatic extension if (and will not give such notice of
non-renewal before such time unless) before such required notice date (i) the expiration date of
such Letter of Credit if so extended would be later than five (5) Business Days before the
Commitment Termination Date, (ii) the Commitment Termination Date shall have occurred, (iii) a
Default or an Event of Default exists and the Required Lenders have given such Issuing Bank
instructions not to so permit the expiration date of such Letter of Credit to be extended, or (iv)
such Issuing Bank is so directed by the Company; provided, however, if any Letter of Credit shall
have an expiration date later than five (5) Business Days before the Commitment Termination Date,
the Borrower requesting such Letter of Credit shall provide, no later than the Commitment
Termination Date, cash collateral to the Administrative Agent or a back-to-back letter of credit
from a bank or financial institution whose short-term unsecured debt rating is rated A or above
from either S&P or Moody’s or such other bank or financial institution satisfactory to the
applicable Issuing Banks and the Required Lenders in either case in an amount equal to the undrawn
face amount of such Letter of Credit and which provides that the Administrative Agent may make a
drawing thereunder in the event that the applicable Issuing Bank pays a drawing under such Letter
of Credit. Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any
Letter of Credit increasing its amount, or extending its expiration date, at the request of the
Company, subject to the conditions precedent for all Borrowings of Section 4.2 and the other terms
and conditions of this Section 2.12.




          (c) The Company’s Reimbursement Obligations.





          (i) The Company hereby irrevocably and unconditionally agrees to reimburse each Issuing
Bank for each payment or disbursement made by such Issuing Bank to settle its obligations
under any draft drawn or other payment made under a Letter of Credit (a “Reimbursement
Obligation”) within two (2) Business Days from when such draft is paid or other payment is
made with either funds not borrowed hereunder or with a Borrowing of Revolving Loans subject
to Section 2.3 and the other terms and conditions contained in this Agreement. The
Reimbursement Obligation shall bear interest (which the Company hereby promises to pay) from
and after the date such draft is paid or other payment is made until (but excluding the
date) the Reimbursement Obligation is paid at the lesser of (x) the Highest Lawful Rate, or
(y) the Base Rate (in the case of a Letter of Credit payable in Dollars) or the rate of
interest that would then be applicable hereunder to an Adjusted LIBOR Loan with an Interest
Period of one month (in the case of a Letter of Credit payable in Euros, Pounds, Australian
Dollars, Canadian Dollars, Singapore Dollars or Kroner), in each case so long as the
Reimbursement Obligation shall not be past due, and thereafter at the default rate per annum
as set forth in Section 2.7(c), whether or not the Commitment Termination Date shall have
occurred. If any such



30









 







payment or disbursement is reimbursed to an Issuing Bank on the date such payment or
disbursement is made by such Issuing Bank, interest shall be paid on the reimbursable amount
for one (1) day. An Issuing Bank that issues a Letter of Credit shall give the Company
notice of any drawing on such Letter of Credit within one (1) Business Day after such
drawing is paid.




          (ii) The Company agrees for the benefit of each Issuing Bank and each Lender that,
notwithstanding any provision of any Application, the obligations of the Company under this
Section 2.12(c) and each applicable Application shall be absolute, unconditional and
irrevocable and shall be performed strictly in accordance with the terms of this Agreement
and each applicable Application under all circumstances whatsoever (other than the defense
of payment in accordance with this Agreement), including, without limitation, the following
circumstances (subject in all cases to the defense of payment in accordance with this
Agreement):




               (1) any lack of validity or enforceability of any of the L/C Documents;




               (2) any amendment or waiver of or any consent to depart from all or any of the
provisions of any of the L/C Documents;




               (3) the existence of any claim, set-off, defense or other right the Company may have at
any time against a beneficiary of a Letter of Credit (or any person for whom a beneficiary
may be acting), an Issuing Bank, any Lender or any other Person, whether in connection with
this Agreement, another L/C Document or any unrelated transaction;




               (4) any statement or any other document presented under a Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;




               (5) payment by any Issuing Bank under a Letter of Credit against presentation to such
Issuing Bank of a draft or certificate that does not comply with the terms of the Letter of
Credit; or




               (6) any other act or omission to act or delay of any kind by any Issuing Bank, any
Lender or any other Person or any other event or circumstance whatsoever that might, but for
the provisions of this Section 2.12(c), constitute a legal or equitable discharge of the
Company’s obligations hereunder, under an Issuance Request or under an Application;


provided, however, the foregoing shall not be construed to excuse an Issuing Bank from liability to
the Company to the extent of any direct damages (but excluding consequential damages, which are
hereby waived to the extent not prohibited by applicable law) suffered by the Company that are
caused by such Issuing Bank’s gross negligence or willful misconduct.




          (d) The Participating Interests. Each Lender severally and not jointly agrees to
purchase from each Issuing Bank, and such Issuing Bank hereby agrees to sell to each Lender,


31









 








an undivided percentage participating interest, to the extent of its Percentage, in each
Letter of Credit issued by, and Reimbursement Obligation owed to, such Issuing Bank in connection
with a Letter of Credit. Upon any failure by the Company to pay any Reimbursement Obligation in
connection with a Letter of Credit issued by an Issuing Bank at the time required in Sections
2.12(c) and 2.3(e), or if such Issuing Bank is required at any time to return to the Company or to
a trustee, receiver, liquidator, custodian or other Person any portion of any payment by the
Company of any Reimbursement Obligation in connection with a Letter of Credit, such Issuing Bank
shall promptly give notice of same to each Lender, and such Issuing Bank shall have the right to
require each Lender to fund its participation in such Reimbursement Obligation. Each Lender
(except the Issuing Bank that issued such Letter of Credit, if it is also a Lender) shall pay to
such Issuing Bank an amount equal to such Lender’s Percentage of such unpaid or recaptured
Reimbursement Obligation not later than the Business Day it receives notice from such Issuing Bank
to such effect, if such notice is received before 2:00 P.M., or not later than the following
Business Day if such notice is received after such time. If a Lender fails to pay timely such
amount to an Issuing Bank, it shall also pay to such Issuing Bank interest on such amount accrued
from the date payment of such amount was made by such Issuing Bank to the date of such payment by
the Lender at a rate per annum equal to the Base Rate in effect for each such day and only after
such payment shall such Lender be entitled to receive its Percentage of each payment received on
the relevant Reimbursement Obligation and of interest paid thereon. The several obligations of the
Lenders to the Issuing Banks under this Section 2.12(d) shall be absolute, irrevocable and
unconditional under any and all circumstances whatsoever and shall not be subject to any set-off,
counterclaim or defense to payment any Lender may have or have had against the Company, any Issuing
Bank, any other Lender or any other Person whatsoever including, but not limited to, any defense
based on the failure of the demand for payment under the Letter of Credit to conform to the terms
of such Letter of Credit or the legality, validity, regularity or enforceability of such Letter of
Credit and INCLUDING, BUT NOT LIMITED TO, THOSE RESULTING FROM AN ISSUING BANK’S OWN SIMPLE OR
CONTRIBUTORY NEGLIGENCE. Without limiting the generality of the foregoing, such obligations shall
not be affected by any Default or Event of Default or by any subsequent reduction or termination of
any Commitment of a Lender, and each payment by a Lender under this Section 2.12 shall be made
without any offset, abatement, withholding or reduction whatsoever.




          (e) Letter of Credit Amounts. Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of
such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of
Credit that, by its terms or the terms of any Application related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be
deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after
giving effect to all such increases, whether or not such maximum stated amount is in effect at such
time.




          (f) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of
Credit issued or outstanding hereunder is in support of any obligations of, or is for the account
of, a Subsidiary, the Company shall be obligated to reimburse the applicable Issuing Bank hereunder
for any and all drawings under such Letter of Credit. The Company hereby acknowledges that the
issuance of Letters of Credit for the account of Subsidiaries inures to the

32









 








benefit of the Company, and that the Company’s business derives substantial benefits from the
businesses of such Subsidiaries.




     Section 2.13. Commitment Terminations. The Company shall have the right at any time
and from time to time, upon three (3) Business Days’ prior and irrevocable written notice to the
Administrative Agent, to terminate or reduce the Commitments or the Swingline Commitment without
premium or penalty, in whole or in part, with any partial reduction (i) to be in an amount not less
than $5,000,000 as determined by the Company and in integral multiples of $5,000,000 and (ii) as to
the Commitments, to be allocated ratably among the Lenders in proportion to their respective
Commitments; provided, that the Revolving Credit Commitment Amount may not be reduced to an amount
less than the sum of the Swingline Exposure plus the Dollar Equivalent of the aggregate principal
amount of outstanding Revolving Loans and L/C Obligations, after converting, if necessary, any such
outstanding Obligations to their Dollar Equivalent amounts in accordance with Section 10.19 and
after giving effect to payments on such proposed termination or reduction date; provided, however,
that for purposes of determining the amount of L/C Obligations in the immediately preceding
proviso, such L/C Obligations may be reduced on a dollar-for-dollar basis by the amount of (a) cash
collateral deposited with the Administrative Agent for the purpose of securing such L/C
Obligations, and (b) the face amount of back-to-back letters of credit issued in connection with
one or more Letters of Credit included in such L/C Obligations by a bank(s) or financial
institution(s) whose short-term unsecured debt rating is rated A or above from either S&P or
Moody’s or such other bank(s) or financial institution(s) satisfactory to the Required Lenders with
an expiration date of at least five (5) days after the expiration date of the applicable
backstopped Letter of Credit and which provides that the Administrative Agent may make a drawing
thereunder in the event that a drawing is made under the applicable backstopped Letter of Credit;
provided further that the Revolving Credit Commitment Amount may not be reduced to an amount less
than the Swingline Commitment, after giving effect to any contemporaneous reduction thereof. If,
after giving effect to any reduction of the Commitments, the Foreign Currency Sublimit, the Letter
of Credit Sublimit, or the Designated Borrower Sublimit exceeds the amount of the Commitments, such
sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent
shall give prompt notice to each Lender of any such termination or reduction of the Commitments or
the Swingline Commitment. Any termination of Commitments or the Swingline Commitment pursuant to
this Section 2.13 is permanent and may not be reinstated.



     Section 2.14. Increase of Commitments; Additional Lenders.



          (a) So long as no Event of Default has occurred and is continuing, from time to time after the
Initial Availability Date, the Company may, upon at least 30 days’ written notice to the
Administrative Agent, elect to increase the Revolving Credit Commitment Amount in an amount such
that the Revolving Credit Commitment Amount (after giving effect thereto) shall not exceed
$800,000,000 at any time in effect (the amount of any such increase, the “Additional Commitment
Amount”).




          (b) The Company may designate one or more banks or other financial institutions (which may be,
but need not be, one or more of the existing Lenders) which at the time agree to, in the case of
any such Person that is an existing Lender, increase its Commitment and in the case of any other
such Person (an “Additional Lender”), become a party to this

33









 








Agreement; provided, however, that any bank or financial institution that is not an existing
Lender must be acceptable to the Administrative Agent, the Swingline Lender and the Issuing Banks,
which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the
Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitments of the
Additional Lenders shall not in the aggregate exceed the Additional Commitment Amount. No Lender
shall have any obligation whatsoever to agree to increase its Commitment.




          (c) An increase in the aggregate amount of the Commitments pursuant to this Section
2.14 shall become effective upon the receipt by the Administrative Agent of a Joinder Agreement
signed by the Company, by each Additional Lender and by each other Lender whose Commitment is to be
increased, together with such evidence of appropriate corporate authorization on the part of the
Company with respect to the increase in the Commitments and such opinions of counsel for the
Company with respect to the increase in the Commitments as the Administrative Agent may reasonably
request.




          (d) Upon the acceptance of any such agreement by the Administrative Agent, the Revolving
Credit Commitment Amount shall automatically be increased by the amount of the Commitments added
through such agreement and the Commitment amounts of each Lender set forth on the signature pages
hereto shall automatically be deemed to be updated.




          (e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section
2.14 that is not pro rata among all Lenders, (x) the Borrowers, the Administrative Agent and
the Lenders shall as of the effective date of such increase make adjustments to the outstanding
principal amount of Revolving Loans (but not any interest accrued thereon or any accrued fees prior
to such date), including, subject to the conditions specified in Section 4.2, the borrowing of
additional Revolving Loans hereunder and the repayment of Revolving Loans plus all applicable
accrued interest, fees and expenses as shall be necessary to provide for Revolving Loans by the
Lenders in proportion to their respective Commitments after giving effect to such increase,
together with any breakage fees and funding losses that are required to be paid pursuant to Section
2.11, and each Lender shall be deemed to have made an assignment of its outstanding Revolving Loans
and Commitment, and assumed outstanding Revolving Loans and Commitments of other Lenders as of the
effective date of such increase as may be necessary to effect the foregoing, and (y) effective upon
such increase, the amount of the unfunded participations held by each Lender in each Letter of
Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, the
Lenders shall hold unfunded participations in each such Letter of Credit in the proportion its
respective Commitment bears to the aggregate Commitments after giving effect to such increase.




     Section 2.15. Additional Interest Costs.



          (a) Mandatory Costs Rate. If and so long as any Lender is required to make special
deposits with the Bank of England, to maintain reserve asset ratios or to pay fees, in each case in
respect of such Lender’s Eurocurrency Loans in any currency other than Dollars, such Lender may
require each Borrower to pay, contemporaneously with each payment of interest on each of such
Loans, additional interest on such Loan at a rate per annum equal to the Mandatory

34









 







Costs Rate calculated in accordance with the formula and in the manner set forth in
Exhibit 2.15 hereto.




          (b) Other Requirements for Additional Interest. If and so long as any Lender is
required to comply with reserve assets, liquidity, cash margin or other requirements of any
monetary or other authority (including any such requirement imposed by the European Central Bank or
the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve
Rate or the Mandatory Costs Rate) in respect of any of such Lender’s Eurocurrency Loans in any
currency other than Dollars, such Lender may require each Borrower to pay, contemporaneously with
each payment of interest on each of such Loans subject to such requirements, additional interest on
such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying
with such requirements in relation to such Loan.




          (c) Determination of Amounts Due. Any additional interest owed pursuant to paragraph
(a) or (b) above shall be determined by the relevant Lender and notified to the Company (with a
copy to the Administrative Agent) in the form of a certificate setting forth such additional
interest at least five Business Days before each date on which interest is payable for the relevant
Loan, and such additional interest so notified to the Company by such Lender shall be payable to
the Administrative Agent for the account of such Lender on each date on which interest is payable
for such Loan.




          (d) Limitation on Amounts Due. Subject to the provisions of Section 8.3(c), failure
or delay on the part of any Lender on any occasion to demand additional interest pursuant to this
Section shall not constitute a waiver of such Lender’s right to demand such additional interest on
any subsequent occasion.




     Section 2.16. Extensions of Commitment Termination Date. So long as no Event of
Default has occurred and is continuing, no earlier than 60 days and at least 45 days prior to any
anniversary of the Effective Date, the Company may (but in no event on more than two occasions
during the term of this Agreement), by written notice to the Administrative Agent, request that the
Commitment Termination Date then in effect be extended for a 1-year period. On each such occasion,
the Administrative Agent shall promptly notify each Lender of such request. If a Lender agrees, in
its individual and sole discretion, to so extend its Commitment (an “Extending Lender”), it shall
deliver to the Administrative Agent a written notice of its agreement to do so no earlier than 30
days prior to such anniversary date and the Administrative Agent shall promptly thereafter notify
the Company of such Extending Lender’s agreement to extend its Commitment (and such agreement shall
be irrevocable until such anniversary date). The Commitment of any Lender that fails to accept or
respond to the Company’s request for extension of the Commitment Termination Date (a “Declining
Lender”) shall be terminated on the Commitment Termination Date then in effect for such Lender
(without regard to any extension by other Lenders) and on such Commitment Termination Date the
Borrowers shall pay in full the unpaid principal amount of all Revolving Loans and Reimbursement
Obligations owing to such Declining Lender, together with all accrued and unpaid interest thereon
and all fees, including, without limitation, fees under Section 2.11, accrued and unpaid under this
Agreement to the date of such payment of principal and all other amounts due to such Declining
Lender under this Agreement. The Administrative Agent shall promptly notify each Extending Lender
of the aggregate Commitments of the Declining Lenders. Each Extending Lender may



35









 







offer to increase its respective Commitment by an aggregate amount up to the aggregate amount
of the Declining Lenders’ Commitments and such Extending Lender shall deliver to the Administrative
Agent a notice of its offer to so increase its Commitment no later than 15 days prior to such
anniversary date (and such offer shall be irrevocable until such anniversary date). To the extent
the aggregate amount of extended Commitments is less than the aggregate amount of Commitments so
requested to be extended pursuant to the foregoing, the Company shall have the right to require any
Declining Lender at any time thereafter to (and any such Declining Lender shall) assign in full its
rights and obligations under this Agreement to one or more banks or other financial institutions
(which may be, but need not be, one or more of the existing Lenders) which at the time agree to, in
the case of any such Person that is an existing Lender, increase its Commitment and in the case of
any other such Person (a “Replacement Lender”) become a party to this Agreement; provided that (i)
such assignment is otherwise in compliance with Section 10.10(b), and (ii) such Declining Lender
receives payment in full of the unpaid principal amount of all Revolving Loans and Reimbursement
Obligations owing to such Declining Lender, together with all accrued and unpaid interest thereon
and all fees accrued and unpaid under this Agreement to the date of such payment of principal and
all other amounts due to such Declining Lender under this Agreement. If, but only if, Extending
Lenders and Replacement Lenders have agreed to provide Commitments in an aggregate amount greater
than 50% of the aggregate amount of the Commitments outstanding immediately prior to such
anniversary date, the Commitment Termination Date of such Extending Lenders and Replacement Lenders
shall be extended by one year effective as of such anniversary of the Effective Date.



     Section 2.17. Swingline Advances. (a) Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrowers from time
to time prior to the Commitment Termination Date, in an aggregate principal amount at any time
outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline
Loans exceeding the Swingline Commitment or (ii) the sum of the aggregate Swingline Exposure plus
the Dollar Equivalent of the aggregate principal amount of the Revolving Loans plus the L/C
Obligations of all Lenders (determined in accordance with Section 10.19) exceeding the Revolving
Credit Commitment Amount then in effect; provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits
and subject to the terms and conditions set forth herein, each Borrower may borrow, repay and
reborrow Swingline Loans.



          (b) To request a Swingline Loan, Company shall deliver, by hand delivery or telecopier, a duly
completed and executed Swingline Loan Request substantially in the form of Exhibit 2.17
(each a “Swingline Request”) to the Administrative Agent and the Swingline Lender, not later than
2:00 p.m., on the day of a proposed Swingline Loan. Each such Swingline Request shall be
irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the
requested Swingline Loan and the applicable Borrower. The Swingline Lender shall make each
Swingline Loan available to the applicable Borrower to an account as directed in writing by Company
in the applicable Swingline Request maintained with the Administrative Agent by 3:00 p.m. on the
requested date of such Swingline Loan. Company shall not request a Swingline Loan if at the time
of or immediately after giving effect to such Swingline Loan a Default or Event of Default has
occurred and is continuing or would result therefrom. The Swingline Lender shall not make a
Swingline Loan if it has received notice from


36









 







Borrower or any Lender that a Default or Event of Default exists or would result from such
Swingline Loan. Swingline Loans shall be made in minimum amounts of $2,500,000 and integral
multiples of $100,000 above such amount.




          (c) Each Borrower shall have the right at any time and from time to time to repay any
Swingline Loan, in whole or in part, upon giving written notice to the Swingline Lender and the
Administrative Agent before 12:00 noon on the proposed date of repayment.




          (d) The Swingline Lender may at any time in its discretion by written notice given to the
Administrative Agent (provided such notice requirement shall not apply if the Swingline Lender and
the Administrative Agent are the same entity) not later than 11:00 a.m. on the next succeeding
Business Day following such notice require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans then outstanding. Such notice shall
specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon
receipt of such notice, the Administrative Agent, or if the Swingline Lender and the Administrative
Agent are the same entity, the Swingline Lender, will give notice thereof to each Lender,
specifying in such notice such Lender’s applicable Percentage of such Swingline Loan or Loans.
Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s
Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or Event of Default or reduction or termination of the Revolving
Credit Commitment Amount and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Each Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as provided in
Section 2.5(a) with respect to Loans made by such Lender, and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The
Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired
by the Revolving Lenders pursuant to this paragraph, and thereafter payments in respect of such
Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any
amounts received by the Swingline Lender from any Borrower (or other party on behalf of any
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a
sale of participations therein shall be promptly remitted to the Administrative Agent. Any such
amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent
to the Lenders that shall have made their payments pursuant to this paragraph, as their interests
may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall
not relieve the Borrowers of any default in the payment thereof.




     Section 2.18. Designated Borrowers.



          (a) The Company may at any time, upon not less than fifteen (15) Business Days’ notice from
the Company to the Administrative Agent (or such shorter period as may be agreed by the
Administrative Agent in its sole discretion), designate the Designated Borrower to receive Loans
hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts
thereof to each Lender) a duly executed notice and agreement in substantially the


37









 






form of Exhibit 2.18A (a “Designated Borrower Request and Assumption Agreement”). Following
the giving of any notice pursuant to this Section 2.18(a), if the designation of such Designated
Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or
similar identification procedures in circumstances where the necessary information is not already
available to it, the Company shall, promptly upon the request of the Administrative Agent or any
Lender, supply such documentation and other evidence as is reasonably requested by the
Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry
out and be satisfied it has complied with the results of all necessary “know your customer” or
other similar checks under all applicable laws and regulations.




          (b) Within five (5) Business Days after receiving notice from the Company or the
Administrative Agent of the Company’s intent to designate a Subsidiary as a Designated Borrower for
a Designated Borrower that is organized under the laws of a jurisdiction other than of the United
States or a political subdivision thereof, any Lender that may not legally lend to, establish
credit for the account of and/or do any business whatsoever with such Designated Borrower directly
or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a
“Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With
respect to each Protesting Lender, the Company shall, effective on or before the date that such
Designated Borrower shall have the right to borrow hereunder, (A) notify the Administrative Agent
and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated and
either (1) the Borrowers shall pay in full the unpaid principal amount of all Revolving Loans and
Reimbursement Obligations owing to such Protesting Lender, together with all accrued and unpaid
interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment
of principal and all other amounts due to such Protesting Lender under this Agreement, or (2) the
Company shall have the right to require any Protesting Lender at any time thereafter to (and any
such Protesting Lender shall) assign in full its rights and obligations under this Agreement to one
or more banks or other financial institutions (which may be, but need not be, one or more existing
Lenders) which at the time agree to, in the case of any such Person that is an existing Lender,
increase its Commitment and in the case of any other Person become a party to this Agreement;
provided that (x) such assignment is otherwise in compliance with Section 10.10(b), and (y) such
Protesting Lender receives payment in full of the unpaid principal amount of all Revolving Loans
and Reimbursement Obligations owing to such Protesting Lender, together with all accrued and unpaid
interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment
of principal and all other amounts due to such Protesting Lender under this Agreement; or (B)
cancel its request to designate such Subsidiary as a “Designated Borrower” hereunder.




          (c) The parties hereto acknowledge and agree that prior to the Designated Borrower becoming
entitled to utilize the Revolving Credit provided for herein, the Administrative Agent and the
Lenders shall have received the duly executed Company Guaranty, together with such supporting
resolutions, incumbency certificates, opinions of counsel and other documents or information, in
form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by
the Administrative Agent or the Required Lenders, and Notes signed by the Designated Borrower to
the extent any Lenders so require. Promptly following receipt of the Company Guaranty and all such
requested resolutions, incumbency certificates, opinions of counsel and other documents or
information, the Administrative Agent


38









 







shall send a notice in substantially the form of Exhibit 2.18B (a “Designated Borrower
Notice”) to the Company and the Lenders specifying the effective date upon which the Designated
Borrower shall constitute a Borrower for purposes hereof, whereupon each of the Lenders agrees to
permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth
herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower
for all purposes of this Agreement.




          (d) The Obligations of the Designated Borrower shall be guaranteed by the Company pursuant to
the Company Guaranty.




          (e) The Designated Borrower hereby irrevocably appoints the Company as its agent for all
purposes relevant to this Agreement and each of the other Credit Documents, including (i) the
giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and
certificates contemplated herein and all modifications hereto, and (iii) the receipt of the
proceeds of any Loans made by the Lenders, to any such Designated Borrower hereunder. Any
acknowledgment, consent, direction, certification or other action which might otherwise be valid or
effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be
valid and effective if given or taken only by the Company, whether or not any such other Borrower
joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other
communication delivered to the Company in accordance with the terms of this Agreement shall be
deemed to have been delivered to each Designated Borrower.




          (f) The Company may from time to time, upon not less than 15 Business Days’ notice from the
Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative
Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that
there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by
such Designated Borrower on account of any Loans made to it, as of the effective date of such
termination. The Administrative Agent will promptly notify the Lenders of any such termination of a
Designated Borrower’s status.




ARTICLE 3




FEES AND PAYMENTS.




     Section 3.1. Fees.



          (a) Facility Fees. The Company agrees to pay to the Administrative Agent for the
account of each Lender a facility fee, which shall accrue at the Applicable Facility Fee Rate on
the daily amount of the Commitment of such Lender (whether used or unused) during the period from
and including the Initial Availability Date to but excluding the date on which such Commitment
terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or
Swingline Exposure after its Commitment terminates, then such facility fee shall continue to accrue
on the daily amount of the sum of such Lender’s Revolving Credit Exposure plus such Lender’s
Swingline Exposure from and including the date on which its Commitment terminates to but excluding
the date on which such Lender ceases to have any Revolving Credit Exposure and Swingline Exposure.
Accrued facility fees shall be payable in arrears on the last Business Day of March, June,
September and December of each year, commencing on March 31,




39









 







2007, on the date(s) on which the Commitments shall have terminated and the Lenders shall have
no further Revolving Credit Exposures, and on the Maturity Date. All facility fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).




          (b) Utilization Fees. For any day prior to the Commitment Termination Date on which
the Dollar Equivalent of the outstanding principal amount of the Loans and L/C Obligations shall be
greater than or equal to an amount equal to 50% of the total Commitments (and for any day after the
termination of all the Commitments on which any Loans or L/C Obligations shall be outstanding if
the Dollar Equivalent of the outstanding principal amount thereof on the date the Commitments
terminated shall have been greater than or equal to 50% of the total Commitments in effect on such
date) the Company shall pay to the Administrative Agent for the account of each Lender a
utilization fee equal to the Applicable Utilization Fee Rate multiplied by the Dollar Equivalent of
aggregate amount of such Lender’s outstanding Loans and applicable Percentage of L/C Obligations on
such day. Accrued and unpaid utilization fees, if any, shall be payable in arrears on the last
Business Day of each March, June, September and December, on the date(s) on which the Commitments
shall have terminated and there are no Loans or L/C Obligations outstanding, and on the Maturity
Date. All utilization fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but excluding the last day).




          (c) Letter of Credit Fees. Commencing March 31, 2007, and thereafter on the last
Business Day of each March, June, September and December, the Company shall pay to the
Administrative Agent quarterly in arrears, for the period until the next Letter of Credit fee
payment date, for the ratable account of the Lenders, a non-refundable fee payable in Dollars equal
to the Applicable Margin multiplied by the outstanding face amount or increase of such Letter of
Credit during such period calculated on the basis of a 360 day year and actual days elapsed and
based on the then scheduled expiration date of the Letter of Credit. For any Letter of Credit
issued with a face amount in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars
or Kroner, the fees shall be converted into Dollars using the applicable Exchange Rate in effect
five (5) Business Days before any fee with respect thereto shall be due and payable hereunder. In
addition, the Company shall pay to each Issuing Bank solely for such Issuing Bank’s account, in
connection with each Letter of Credit issued by such Issuing Bank, customary issuance and
administrative fees, fronting fees and expenses for such Letter of Credit as agreed from time to
time between such Issuing Bank and the Company.




          (d) Administrative Agent and Arrangement Fees. The Company shall pay to the
Administrative Agent the fees from time to time agreed to by the Company and the Administrative
Agent and the arrangement fees previously agreed to by the Company and the Co-Lead Arrangers.




          (e) Payment of Fees. All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in the case of facility
fees, utilization fees, and Letter of Credit fees (other than issuance and administrative fees
payable to the Issuing Banks), to the Lenders.





40










 





     Section 3.2. Place and Application of Payments.



          (a) All payments of principal of and interest on the Loans, Reimbursement Obligations and all
fees and other amounts payable by any Credit Party under the Credit Documents shall be made free
and clear of any set-off, counterclaim or defense by such Credit Party to the Administrative Agent
(or, in the case of Swingline Loans, to the Swingline Lender, except as provided in Section 2.17),
for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately
available funds on the due date thereof (i) in the case of payments in U.S. Dollars, no later than
2:00 P.M. in the applicable Administrative Agent’s Account or such other location as the
Administrative Agent may designate in writing to the Company, and (ii) in the case of payments in
Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars, or Kroner, no later than
11:00 A.M. (at the office of the applicable Administrative Agent’s Account for payments in such
currency) in the applicable Administrative Agent’s Account. Any payments received by the
Administrative Agent from any Credit Party after the time specified in the preceding sentence shall
be deemed to have been received on the next Business Day. If the applicable Borrower does not, or
is unable for any reason to, effect payment of a Loan or Reimbursement Obligation to the Lenders in
the applicable currency or if the applicable Borrower shall default in the payment when due of any
payment in such currency, the Lenders may, at their option, require such payment to be made to the
Lenders in the Dollar Equivalent of such currency determined in accordance with Section 10.19.
With respect to any amount due and payable in Euros, Pounds, Australian Dollars, Canadian Dollars,
Singapore Dollars or Kroner, each Borrower agrees to hold the Lenders harmless from any losses, if
any, that are incurred by the Lenders arising from any change in the value of Dollars in relation
to such currency between the date such payment became due and the date of payment thereof (other
than losses incurred by any Lender due to the gross negligence or willful misconduct of such
Lender). The Administrative Agent will, on the same day each payment is received or deemed to have
been received in accordance with this Section 3.2, cause to be distributed like funds in like
currency to each Lender owed an Obligation for which such payment was received, pro rata based on
the respective amounts of such type of Obligation then owing to each Lender.




          (b) If any payment received by the Administrative Agent under any Credit Document is
insufficient to pay in full all amounts then due and payable to the Administrative Agent and the
Lenders under the Credit Documents, such payment shall be distributed by the Administrative Agent
and applied by the Administrative Agent and the Lenders in the order set forth in Section 7.7. In
calculating the amount of Obligations owing each Lender other than for principal and interest on
Loans and Reimbursement Obligations and fees under Section 3.1, the Administrative Agent shall only
be required to include such other Obligations that Lenders have certified to the Administrative
Agent in writing are due to such Lenders.




     Section 3.3. Withholding Taxes.



          (a) Payments Free of Withholding. Except as otherwise required by law and subject to
Section 3.3(b), each payment by or on behalf of the Borrowers to any Lender, any Issuing Bank, the
Swingline Lender or the Administrative Agent under or in connection with this Agreement or any
other Credit Document shall be made without withholding for or on account of any present or future
taxes. If any such withholding is so required, the applicable Borrower shall make the withholding
and pay the amount withheld to the appropriate governmental

41









 








authority before penalties attach thereto or interest accrues thereon. Moreover, in the case
of any such present or future taxes imposed by or within the jurisdiction in which the applicable
Borrower is incorporated, any jurisdiction from which the applicable Borrower makes any payment
under this Agreement or any other Credit Document, or (in each case) any political subdivision or
taxing authority thereof or therein, excluding, in the case of each Lender, each Issuing Bank, the
Swingline Lender and the Administrative Agent, the following taxes:





          (i) taxes imposed on, based upon, or measured by such Lender’s, such Issuing Bank’s,
the Swingline Lender’s or the Administrative Agent’s net income, profits, gains, overall
revenues or receipts, and branch profits, franchise and similar taxes imposed on it;




          (ii) taxes imposed on such Lender, such Issuing Bank, the Swingline Lender or the
Administrative Agent as a result of a present or former connection between the taxing
jurisdiction and such Lender, such Issuing Bank, the Swingline Lender or Administrative
Agent, or any owner or affiliate thereof, as the case may be, other than a connection
resulting solely from the transactions contemplated by this Agreement;




          (iii) taxes imposed as a result of the transfer by such Lender, such Issuing Bank, the
Swingline Lender or Administrative Agent of its interest in this Agreement or any other
Credit Document or a designation by such Lender, such Issuing Bank, the Swingline Lender or
the Administrative Agent (other than pursuant to Section 8.3(c)) of a new Lending Office
(other than taxes imposed as a result of any change in treaty, law or regulation after such
transfer of such Lender’s, such Issuing Bank’s, the Swingline Lender’s or the
Administrative Agent’s interest in this Agreement or any other Credit Document or
designation of a new Lending Office);




          (iv) taxes imposed by the United States of America (or any political subdivision
thereof or tax authority therein) upon a Lender, Issuing Bank, Swingline Lender or
Administrative Agent organized under the laws of a jurisdiction outside of the United
States, except to the extent that such tax is imposed as a result of any change in
applicable law, regulation or treaty (other than any addition of or change in any
“anti-treaty shopping,” “limitation of benefits,” or similar provision applicable to a
treaty) after the date hereof, in the case of each Lender, Issuing Bank, Swingline Lender or
Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as
defined in Section 10.10(b)) or other Issuing Bank or Administrative Agent, after the date
on which it becomes a Lender, Issuing Bank, or Administrative Agent, as the case may be; or




          (v) taxes which would not have been imposed but for (a) the failure of such Lender,
such Issuing Bank, the Swingline Bank or the Administrative Agent, as the case may be, to
provide on a timely basis (I) the applicable forms prescribed by the Internal Revenue
Service, as required pursuant to Section 3.3(b) (unless excused pursuant to Section 3.3(c)),
or (II) any other form, certification, documentation or proof which is reasonably requested
by the Company and which can be lawfully delivered by such Lender, or (b) a determination by
a taxing authority or a court of competent jurisdiction that a form, certification,
documentation or other proof provided by such Lender, such



42









 






Issuing Bank, the Swingline Lender or the Administrative Agent to establish an
exemption from such tax, assessment or other governmental charge is false or not properly
completed;


(all such present or future taxes, excluding only the taxes described in the preceding clauses (i)
through (v), being hereinafter referred to as “Indemnified Taxes”), the applicable Borrower shall
forthwith pay such additional amount as may be necessary to ensure that the net amount actually
received by each Lender, each Issuing Bank, the Swingline Lender and the Administrative Agent is
free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount)
and is equal to the amount that such Lender, such Issuing Bank, the Swingline Lender or the
Administrative Agent (as the case may be) would have received had withholding of any Indemnified
Taxes not been made. If any Borrower pays any Indemnified Taxes, or any penalties or interest in
connection therewith, it shall deliver official tax receipts evidencing the payment or certified
copies thereof, or other evidence of payment if such tax receipts have not yet been received by
such Borrower (with such tax receipts to be delivered within fifteen (15) days after being actually
received), to the Lender, Issuing Bank or the Administrative Agent on whose account such
withholding was made (with a copy to the Administrative Agent if not the recipient of the original)
within fifteen (15) days of such payment. If the Administrative Agent, any Issuing Bank, the
Swingline Lender or any Lender pays any Indemnified Taxes which any Borrower has failed to withhold
or pay to the appropriate governmental authority, or any penalties or interest in connection
therewith, such Borrower shall reimburse the Administrative Agent, that Issuing Bank, the Swingline
Lender or that Lender for the payment in the currency in which such payment was made within thirty
(30) days after the receipt of written demand therefor. Such Lender, such Issuing Bank, the
Swingline Lender or the Administrative Agent shall make written demand on the Company for
reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which
such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent makes payment of
the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing
authority or other governmental authority makes written demand upon such Lender, such Issuing Bank,
the Swingline Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties
and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes,
penalties or interest, including the amount thereof if then known to such Lender, such Issuing
Bank, the Swingline Lender or the Administrative Agent, as the case may be. In the event that such
Lender, Issuing Bank or the Administrative Agent fails to give the Company timely notice as
provided herein, no Borrower shall have any obligation to pay such claim for reimbursement. In the
event that any taxing authority notifies a Borrower that it has improperly failed to withhold any
taxes (other than Indemnified Taxes) from a payment to any Lender, any Issuing Bank, the Swingline
Lender or the Administrative Agent under this Agreement or any other Credit Document, such Borrower
shall timely and fully pay such taxes to such taxing authority and such Lender, Issuing Bank,
Swingline Lender or Administrative Agent, as the case may be, shall pay the amount of such taxes to
such Borrower within thirty (30) days after the receipt of written demand therefor. If a Borrower
is or will be required to pay an additional amount to a Lender, an Issuing Bank, the Swingline
Lender or the Administrative Agent pursuant to this Section 3.3(a), then such payee shall use
reasonable efforts to take requested measures (including, without limitation, changing the
jurisdiction of its Lending Office) so as to reduce or eliminate any such amounts which may
thereafter accrue, if such change would not otherwise be materially disadvantageous to such payee.




43









 








          (b) U.S. Withholding Tax Exemptions. Upon the written request of the Company or the
Administrative Agent, each Lender or Issuing Bank that is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) shall submit to the Company and the Administrative
Agent, promptly after such request, two duly completed and signed copies of either Form W-8BEN or
any successor form (entitling such Lender or Issuing Bank to a complete exemption from withholding
under the Code on all amounts to be received by such Lender or Issuing Bank, including fees,
pursuant to the Credit Documents) or Form W-8ECI or any successor form (relating to all amounts to
be received by such Lender or Issuing Bank, including fees, pursuant to the Credit Documents) of
the United States Internal Revenue Service, and any other form of the United States Internal
Revenue Service reasonably necessary to accomplish exemption from withholding obligations or to
facilitate the Administrative Agent’s performance under this Agreement. Thereafter and from time
to time, each such Lender or Issuing Bank shall submit to the Company and the Administrative Agent
such additional duly completed and signed copies of such forms (or such successor forms as shall be
adopted from time to time by the relevant United States taxing authorities) as may be required
under then-current United States law or regulations to avoid United States withholding taxes on
payments in respect of all amounts to be received by such Lender or Issuing Bank, including fees,
pursuant to the Credit Documents. Upon the request of the Company, each Lender or Issuing Bank
that is a United States person shall submit to the Company a certificate to the effect that it is
such a United States person and is exempt from information reporting under Section 6049 of the Code
and backup withholding under Section 3406 of the Code.




          (c) Inability of Lender to Submit Forms. If any Lender or Issuing Bank determines in
good faith, as a result of any change in applicable law, regulation or treaty, or in any official
application or interpretation thereof, that (i) it is unable to submit to the Company or
Administrative Agent any form or certificate that such Lender or Issuing Bank is obligated to
submit pursuant to subsection (b) of this Section 3.3, (ii) it is required to withdraw or cancel
any such form or certificate previously submitted, or (iii) any such form or certificate otherwise
becomes ineffective or inaccurate, such Lender or Issuing Bank shall promptly notify the Company
and Administrative Agent of such fact, and such Lender or Issuing Bank shall to that extent not be
obligated to provide any such form or certificate and will be entitled to withdraw or cancel any
affected form or certificate, as applicable.




          (d) Refund of Taxes. If any Lender, Issuing Bank, Swingline Lender or the
Administrative Agent receives a refund or credit of any Indemnified Tax or any tax referred to in
Section 10.3 with respect to which any Borrower has paid any amount pursuant to this Section 3.3 or
Section 10.3, such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent
shall pay the amount of such refund or credit (including any interest received with respect
thereto) to such Borrower within fifteen (15) days after receipt thereof. A Lender, Issuing Bank,
or the Administrative Agent shall provide, at the sole cost and expense of the Company, such
assistance as the Company may reasonably request in order to obtain such a refund or credit;
provided, however, that none of the Administrative Agent, any Lender, any Issuing Bank or Swingline
Lender shall in any event be required to disclose any information to the Company with respect to
the overall tax position (or any other information relating to taxes that such Person reasonably
determines to be confidential) of the Administrative Agent, Issuing Bank, the Swingline Lender or
such Lender.




44









 








ARTICLE 4




CONDITIONS PRECEDENT.




     Section 4.1. Initial Borrowing. The obligation of each Lender to advance the initial
Loans hereunder, of the Swingline Lender to advance the initial Swingline Loan and of each Issuing
Bank to issue the initial Letter of Credit hereunder, on or after the Initial Availability Date is
subject to satisfaction of the following conditions precedent:



          (a) The Administrative Agent shall have received duly executed signature pages to this
Agreement (including by facsimile or other electronic means), the duly executed NDC Guaranty, the
duly executed Swingline Note, any Revolving Notes requested pursuant to Section 2.8(e) prior to the
Initial Availability Date, duly executed, and the following all in form and substance reasonably
satisfactory to the Administrative Agent and in sufficient number of signed counterparts as
requested by the Administrative Agent:





          (i) Certificates of Officers of Company. Certificates of the Secretary or an
Assistant Secretary of the Company containing specimen signatures of the persons authorized
to execute Credit Documents to which the Company is a party on the Company’s behalf or any
other documents provided for herein or therein, together with (x) copies of resolutions of
the Board of Directors or other appropriate body of the Company authorizing the execution
and delivery of the Credit Documents to which the Company is a party, (y) copies of the
Company’s memorandum of association and articles of association and other publicly filed
organizational documents in its jurisdiction of incorporation and bylaws and other governing
documents, if any, and (z) a certificate of incorporation and a certificate of good standing
from the appropriate governing agency of the Company’s jurisdiction of incorporation;




          (ii) Certificates of Officers of NDC. Certificates of the Secretary or an
Assistant Secretary of NDC containing specimen signatures of the persons authorized to
execute Credit Documents to which NDC is a party on NDC’s behalf or any other documents
provided for herein or therein, together with (x) copies of resolutions of the Board of
Directors or other appropriate body of NDC authorizing the execution and delivery of the
Credit Documents to which NDC is a party, (y) copies of NDC’s memorandum of association and
articles of association and other publicly filed organizational documents in its
jurisdiction of incorporation and bylaws and other governing documents, if any, and (z) a
certificate of incorporation and a certificate of good standing from the appropriate
governing agency of NDC’s jurisdiction of incorporation;




          (iii) Regulatory Filings and Approvals. Copies of all necessary governmental
and third party approvals, registrations, and filings in respect of the transactions
contemplated by this Agreement;




          (iv) Insurance Certificate. An insurance certificate dated not more than ten
(10) Business Days prior to the Initial Availability Date from the Company describing



45









 







in reasonable detail the insurance maintained by the Company and its Subsidiaries as
required by this Agreement;




          (v) Opinions of Counsel. The opinions of (x) Thompson & Knight LLP, counsel
for the Company and NDC, in the form of Exhibit 4.1A, and (y) Maples and Calder,
Cayman Islands counsel for the Company, in the form of Exhibit 4.1B;




          (vi) Closing Certificate. Certificate of the President or a Vice President of
the Company as to the satisfaction of all conditions set forth in Section 4.1(b) and (c) and
certifying the ratings by S&P, Fitch and Moody’s, as of the Effective Date, of the Company’s
non-credit enhanced senior unsecured long-term debt; and




          (vii) Existing Facility. Evidence that all commitments of the lenders under
the Existing Facility are being terminated, and all amounts then outstanding under the
Existing Facility are being paid in full, simultaneously on or prior to the Initial
Availability Date.




          (viii) Process Agent. An acknowledgment from CT Corporation with respect to
its irrevocable appointment by the Credit Parties pursuant to Section 10.14.



          (b) Each of the representations and warranties of the Company and its Subsidiaries set forth
herein and in the other Credit Documents shall be true and correct in all material respects as of
the time of such Borrowing, except to the extent that any such representation or warranty relates
solely to an earlier date, in which case it shall have been true and correct in all material
respects as of such earlier date;




          (c) No Default or Event of Default shall have occurred and be continuing; and




          (d) Payment of all fees and all expenses incurred through the Effective Date then due and
owing to the Administrative Agent, the Lenders, and the Co-Lead Arrangers pursuant to this
Agreement and as otherwise agreed in writing by the Company.




     Section 4.2. All Borrowings. The obligation of each Lender to make any advance of any
Loan, of the Swingline Lender to make any Swingline Loan, and of each Issuing Bank to issue any
Letter of Credit hereunder (including any increase in the amount of, or extension of the expiration
date of, any Letter of Credit) is subject to satisfaction of the following conditions precedent
(but subject to Sections 2.3(c) and 2.12(b)):



          (a) Notices. The Administrative Agent shall have received (i) in the case of any
Loan, the Borrowing Request required by the first sentence of Section 2.3(a), (ii) in the case of
any Swingline Loan, the Swingline Request required by Section 2.15(b) and (iii) in the case of the
issuance, extension or increase of a Letter of Credit, the relevant Issuing Bank and the
Administrative Agent shall have received a duly completed Issuance Request and Application for such
Letter of Credit, as the case may be, meeting the requirements of Section 2.12(b);




          (b) Warranties True and Correct. In the case of any advance, Borrowing, Loan or
issuance or increase of any Letter of Credit that increases the aggregate amount of Loans or L/C
Obligations outstanding after giving effect to such advance, Borrowing or issuance or

46









 








increase, or extension of the expiration date of a Letter of Credit, each of the
representations and warranties of the Company and its Subsidiaries set forth herein (other than the
representations and warranties set forth in Sections 5.4, 5.10, 5.16 and 5.17) and in the other
Credit Documents (other than those that relate to the representations and warranties set forth in
Sections 5.4, 5.10, 5.16 and 5.17) shall be true and correct in all material respects as of the
time of such advance, Borrowing, Loan or issuance or increase of any Letter of Credit, except as a
result of the transactions expressly permitted hereunder or thereunder and except to the extent
that any such representation or warranty relates solely to an earlier date, in which case it shall
have been true and correct in all material respects as of such earlier date;




          (c) No Default. No Default or Event of Default shall have occurred and be continuing
or would occur as a result of any such Borrowing; and




          (d) Regulations U and X. The Borrowing, Loan or issuance, extension or increase of a
Letter of Credit to be made by any Borrower shall not result in such Borrower or any Lender or any
Issuing Bank being in non-compliance with or in violation of Regulation U or X of the Board of
Governors of the Federal Reserve System.



Each acceptance by the applicable Borrower of an advance of any Loan or of the issuance of,
increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be
deemed to be a representation and warranty by the Company on the date of such acceptance, that all
conditions precedent to such Borrowing, Loan or issuance, increase or extension set forth in this
Section 4.2 and in Section 4.1 with respect to the initial Borrowings, Loans or Letter of Credit
hereunder have (except to the extent waived in accordance with the terms hereof) been satisfied or
fulfilled unless the Company gives to the Administrative Agent and the Lenders written notice to
the contrary, in which case none of the Lenders nor the Swingline Lender shall be required to fund
or convert such Loans, and none of the Issuing Banks shall be required to issue, increase the
amount of or extend the expiration date of such Letter of Credit, unless the Required Lenders shall
have previously waived in writing such non-compliance.




ARTICLE 5




REPRESENTATIONS AND WARRANTIES.




     Each Borrower represents and warrants to each Lender, each Issuing Bank, the Swingline Lender
and Administrative Agent as follows:



     Section 5.1. Corporate Organization. The Company and each of its Significant
Subsidiaries: (i) is duly organized and existing in good standing under the laws of the
jurisdiction of its organization; (ii) has all necessary organizational power and authority to own
the property and assets it uses in its business and otherwise to carry on its present business; and
(iii) is duly licensed or qualified and in good standing in each jurisdiction in which the nature
of the business transacted by it or the nature of the property owned or leased by it makes such
licensing or qualification necessary, except where the failure to be so licensed or qualified or to
be in good standing, as the case may be, would not have a Material Adverse Effect.



47









 





     Section 5.2. Power and Authority; Validity. Each of the Credit Parties has the
organizational power and authority to execute, deliver and carry out the terms and provisions of
the Credit Documents to which it is a party and has taken all necessary company action to authorize
the execution, delivery and performance of such Credit Documents. Each of the Credit Parties has
duly executed and delivered each Credit Document to which it is a party and each such Credit
Document constitutes the legal, valid and binding obligation of such Credit Party which is a party
thereto enforceable against it in accordance with its terms, subject as to enforcement only to
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement
of creditors’ rights generally and equitable principles.



     Section 5.3. No Violation. Neither the execution, delivery or performance by any
Credit Party of the Credit Documents to which it is a party nor compliance by it with the terms and
provisions thereof, nor the consummation by it of the transactions contemplated herein or therein,
will (i) contravene in any material respect any applicable provision of any law, statute, rule or
regulation, or any applicable order, writ, injunction or decree of any court or governmental
instrumentality, (ii) conflict with or result in any breach of any term, covenant, condition or
other provision of, or constitute a default under, or result in the creation or imposition of (or
the obligation to create or impose) any Lien other than any Permitted Lien upon any of the property
or assets of such Credit Party or any of its Subsidiaries under, the terms of any material
contractual obligation to which such Credit Party or any of its Subsidiaries is a party or by which
they or any of their properties or assets are bound or to which they may be subject, or (iii)
violate or conflict with any provision of the memorandum of association and articles of
association, charter, articles or certificate of incorporation, partnership or limited liability
company agreement, by-laws, or other applicable governance documents of such Credit Party or any of
its Subsidiaries.



     Section 5.4. Litigation. As of the Effective Date, there are no actions, suits,
proceedings or counterclaims (including, without limitation, derivative or injunctive actions)
pending or, to the knowledge of the Company, threatened against the Company or any of its
Subsidiaries that are reasonably likely to have a Material Adverse Effect.



     Section 5.5. Use of Proceeds; Margin Regulations.



          (a) Use of Proceeds. The proceeds of the Loans and the Letters of Credit shall only
be used to refinance the Existing Facility, for permitted investments and acquisitions, capital
expenditures and other general corporate purposes of the Company and its Subsidiaries.




          (b) Margin Stock. Neither the Company nor any of its Subsidiaries is engaged in the
business of extending credit for the purpose of purchasing or carrying margin stock. No proceeds
of the Loans or the Letters of Credit will be used for a purpose which violates Regulations T, U or
X of the Board of Governors of the Federal Reserve System. After application of the proceeds of
the Loans, the issuance of the Letters of Credit, and any acquisitions permitted hereunder, less
than 25% of the assets of each of the Company and its Subsidiaries consists of “margin stock” (as
defined in Regulation U of the Board of Governors of the Federal Reserve System).




48









 








     Section 5.6. Investment Company Act. Neither the Company nor any of its Subsidiaries
is an “investment company” or a company “controlled” by an “investment company,” within the meaning
of the Investment Company Act of 1940, as amended.



     Section 5.7. Reserved.



     Section 5.8. True and Complete Disclosure. All factual information (taken as a whole)
furnished by the Company or any of its Subsidiaries in writing to the Administrative Agent or any
Lender in connection with any Credit Document or the Confidential Information Memorandum or any
transaction contemplated therein did not, as of the date such information was furnished (or, if
such information expressly related to a specific date, as of such specific date), contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein (taken as a whole), in light of the circumstances under which such information
was furnished, not misleading, except for such statements, if any, as have been updated, corrected,
supplemented, superseded or modified pursuant to a written correction or supplement furnished to
the Lenders prior to the date of this Agreement.



     Section 5.9. Financial Statements. The financial statements heretofore delivered to
the Lenders for the Company’s fiscal year ending December 31, 2006 have been prepared in accordance
with GAAP applied on a basis consistent, except as otherwise noted therein, with the Company’s
financial statements for the previous fiscal year. Such annual and quarterly financial statements
fairly present in all material respects on a consolidated basis the financial position of the
Company as of the dates thereof, and the results of operations for the periods indicated, subject
in the case of interim financial statements, to normal year-end audit adjustments and omission of
certain footnotes (as permitted by the SEC). As of the Effective Date, the Company and its
Subsidiaries, considered as a whole, had no material contingent liabilities or material
Indebtedness required under GAAP to be disclosed in a consolidated balance sheet of the Company
that were not included in the financial statements referred to in this Section 5.9 or disclosed in
the notes thereto or in writing to the Administrative Agent (with a written request to the
Administrative Agent to distribute such disclosure to the Lenders).



     Section 5.10. No Material Adverse Change. As of the Effective Date, there has
occurred no event or effect that has had or could reasonably be expected to have a Material Adverse
Effect.



     Section 5.11. Taxes. The Company and its Subsidiaries have filed all required United
States federal income tax returns, and all other material tax returns required to be filed, whether
in the United States or in any foreign jurisdiction, and have paid all governmental taxes, rates,
assessments, fees, charges and levies (collectively, “Taxes”) shown to be due and payable on such
returns or on any assessments made against Company and its Subsidiaries or any of their properties
(other than any such assessments, fees, charges or levies that are not more than ninety (90) days
past due, or which can thereafter be paid without penalty, or which are being contested in good
faith by appropriate proceedings and for which reserves have been provided in conformity with GAAP,
or which the failure to pay or delay in filing could not reasonably be expected to have a Material
Adverse Effect).




49










 





     Section 5.12. Consents. On the Initial Availability Date, all consents and
approvals of, and filings and registrations with, and all other actions of, all governmental
agencies, authorities or instrumentalities required to have been obtained or made by the Credit
Parties in order to execute, deliver and perform the Credit Documents to which it is a party and
with respect to the Company, in order to obtain the Loans and Letters of Credit hereunder, have
been or will have been obtained or made and are or will be in full force and effect. As of the
date of the Designated Borrower Notice, all consents and approvals of, and filings and
registrations with, and all other actions of, all governmental agencies, authorities or
instrumentalities required to have been obtained or made by the Designated Borrower in order to
execute, deliver and perform the Credit Documents to which it is a party, in order to obtain the
Loans and Letters of Credit hereunder, have been or will have been obtained or made and are or will
be in full force and effect.



     Section 5.13. Insurance. The Company and its Significant Subsidiaries currently
maintain in effect, with responsible insurance companies, insurance against any loss or damage to
all insurable property and assets owned by it, which insurance is of a character and in or in
excess of such amounts as are customarily maintained by companies similarly situated and operating
like property or assets (subject to self-insured retentions and deductibles), and insurance with
respect to employers’ and public and product liability risks (subject to self-insured retentions
and deductibles); provided that the Company or any Significant Subsidiary may self-insure to the
extent and in the manner normal for companies of like size, type and financial condition.



     Section 5.14. Intellectual Property. The Company and its Subsidiaries own or hold
valid licenses to use all the patents, trademarks, permits, service marks, and trade names that are
necessary to the operation of the business of the Company and its Subsidiaries as presently
conducted, except where the failure to own, or hold valid licenses to use, such patents,
trademarks, permits, service marks, and trade names could not reasonably be expected to have a
Material Adverse Effect.



     Section 5.15. Ownership of Property. The Company and its Subsidiaries have good title
to or a valid leasehold interest in all of their real property and good title to, or a valid
leasehold interest in, all of their other property, subject to no Liens except Permitted Liens,
except where the failure to have such title or leasehold interest in such property could not
reasonably be expected to have a Material Adverse Effect.



     Section 5.16. Existing Indebtedness. Schedule 5.16 contains a complete and accurate
list of all Indebtedness outstanding as of the Effective Date, with respect to the Company and its
Subsidiaries, in each case in a principal amount of $20,000,000 (or, if denominated in a currency
other than U.S. Dollars, the Dollar Equivalent of $20,000,000) or more (other than the Obligations
hereunder and Indebtedness permitted by Section 6.11), in each case showing the aggregate principal
amount thereof, the name of the respective borrower and any other entity which directly or
indirectly guaranteed such Indebtedness, and the scheduled payments of such Indebtedness.



     Section 5.17. Existing Liens. Schedule 5.17 contains a complete and accurate list of
all Liens outstanding as of the Effective Date, with respect to the Company and its Subsidiaries



50









 







where the Indebtedness or other obligations secured by such Lien is in a principal amount of
$20,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of
$20,000,000) or more (other than the Liens permitted by Section 6.10), in each case showing the
name of the Person whose assets are subject to such Lien, the aggregate principal amount of the
Indebtedness secured thereby, and a description of the Agreements or other instruments creating,
granting, or otherwise giving rise to such Lien.



ARTICLE 6




COVENANTS.




     The Company covenants and agrees that, so long as any Loan, Note, Commitment, or L/C
Obligation is outstanding hereunder, or any other Obligation is due and payable hereunder:



     Section 6.1. Corporate Existence. Each of the Company and its Significant
Subsidiaries will preserve and maintain its organizational existence, except (i) for the
dissolution of any Significant Subsidiaries (other than NDC, unless and until released pursuant to
the terms of the NDC Guaranty) whose assets are transferred to the Company or any of its
Subsidiaries, (ii) where the failure to preserve, renew or keep in full force and effect the
existence of any Subsidiary (other than NDC, unless and until released pursuant to the terms of the
NDC Guaranty) could not reasonably be expected to have a Material Adverse Effect, or (iii) as
otherwise expressly permitted in this Agreement.



     Section 6.2. Maintenance. Each of the Company and its Significant Subsidiaries will
maintain, preserve and keep its properties and equipment necessary to the proper conduct of its
business in reasonably good repair, working order and condition (normal wear and tear excepted) and
will from time to time make all reasonably necessary repairs, renewals, replacements, additions and
betterments thereto so that at all times such properties and equipment are reasonably preserved and
maintained, in each case with such exceptions as could not, individually or in the aggregate, be
reasonably expected to have a Material Adverse Effect; provided, however, that nothing in this
Section 6.2 shall prevent the Company or any Significant Subsidiary from discontinuing the
operation or maintenance of any such properties or equipment if such discontinuance is, in the
judgment of the Company or any Significant Subsidiary, as applicable, desirable in the conduct of
its business.



     Section 6.3. Taxes. Each of the Company and its Subsidiaries will duly pay and
discharge all Taxes upon or against it or its properties and all other obligations (including,
without limitation, ERISA obligations) within ninety (90) days after becoming due (in the case of
Taxes) or, if later, prior to the date on which penalties are imposed for such unpaid Taxes, unless
and to the extent that (i) the same is being contested in good faith and by appropriate proceedings
and reserves have been established in conformity with GAAP, or (ii) the failure to effect such
payment or discharge or any delay in filing could not reasonably be expected to have a Material
Adverse Effect.



     Section 6.4. ERISA. Each of the Company and its Subsidiaries will timely pay and
discharge all obligations and liabilities arising under ERISA or otherwise with respect to each
Plan of a character which if unpaid or unperformed might result in the imposition of a material



51









 







Lien against any properties or assets of the Company or any Significant Subsidiary and will
promptly notify the Administrative Agent upon an officer of the Company becoming aware thereof, of
(i) the occurrence of any reportable event (as defined in ERISA) relating to a Plan (other than a
multi-employer plan, as defined in ERISA), so long as the event thereunder could reasonably be
expected to have a Material Adverse Effect, other than any such event with respect to which the
PBGC has waived notice by regulation; (ii) receipt of any notice from PBGC of its intention to seek
termination of any Plan or appointment of a trustee therefor; (iii) Company’s or any of its
Subsidiaries’ intention to terminate or withdraw from any Plan if such termination or withdrawal
would result in liability under Title IV of ERISA, unless such termination or withdrawal could not
reasonably be expected to have a Material Adverse Effect; and (iv) the receipt by the Company or
its Subsidiaries of notice of the occurrence of any event that could reasonably be expected to
result in the incurrence of any liability (other than for benefits), fine or penalty to the Company
and/or to the Company’s Subsidiaries, or any plan amendment that could reasonably be expected to
increase the contingent liability of the Company and its Subsidiaries, taken as a whole, in either
case in connection with any post-retirement benefit under a welfare plan (subject to ERISA), unless
such event or amendment could not reasonably be expected to have a Material Adverse Effect. The
Company will also promptly notify the Administrative Agent of (i) any material contributions to any
Foreign Plan that have not been made by the required due date for such contribution if such default
could reasonably be expected to have a Material Adverse Effect; (ii) any Foreign Plan that is not
funded to the extent required by the law of the jurisdiction whose law governs such Foreign Plan
based on the actuarial assumptions reasonably used at any time if such underfunding (together with
any penalties likely to result) could reasonably be expected to have a Material Adverse Effect, and
(iii) any material change anticipated to any Foreign Plan that could reasonably be expected to have
a Material Adverse Effect.



     Section 6.5. Insurance. Each of the Company and its Significant Subsidiaries will
maintain or cause to be maintained, with responsible insurance companies, insurance against any
loss or damage to all insurable property and assets owned by it, such insurance to be of a
character and in or in excess of such amounts as are customarily maintained by companies similarly
situated and operating like property or assets (subject to self-insured retentions and deductibles)
and will (subject to self-insured retentions and deductibles) maintain or cause to be maintained
insurance with respect to employers’ public and product liability risks; provided that the Company
or any Significant Subsidiary may self-insure to the extent and in the manner normal for companies
of like size, type and financial condition.



     Section 6.6. Financial Reports and Other Information.



          (a) Periodic Financial Statements and Other Documents. The Company, its Subsidiaries
and any SPVs will maintain a system of accounting in such manner as will enable preparation of
financial statements in accordance with GAAP and will furnish to the Lenders and their respective
authorized representatives such information about the business and financial condition of the
Company, its Subsidiaries and any SPVs as any Lender may reasonably request; and, without any
request, will furnish to the Administrative Agent:




          (i) within sixty (60) days after the end of each of the first three (3) fiscal quarters
of each fiscal year of the Company, the consolidated balance sheet of the



52









 







Company and its Subsidiaries as at the end of such fiscal quarter and the related
consolidated statements of income and retained earnings and of cash flows for such fiscal
quarter and for the portion of the fiscal year ended with the last day of such fiscal
quarter, all of which shall be in reasonable detail or in the form filed with the SEC, and
certified by the chief financial officer of the Company that they fairly present the
financial condition of the Company and its Subsidiaries as of the dates indicated and the
results of their operations and changes in their cash flows for the periods indicated and
that they have been prepared in accordance with GAAP, in each case, subject to normal
year-end audit adjustments and the omission of any footnotes as permitted by the SEC
(publicly filing the Company’s Form 10-Q with the SEC in any event will satisfy the
requirements of this subsection subject to Section 6.6(b) and shall be deemed furnished and
delivered on the date such information has been posted on the SEC website accessible through
http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the SEC
thereto);




          (ii) within one hundred twenty (120) days after the end of each fiscal year of the
Company, the consolidated balance sheet of the Company and its Subsidiaries as at the end of
such fiscal year and the related consolidated statements of income and retained earnings and
of cash flows for such fiscal year and setting forth consolidated comparative figures as of
the end of and for the preceding fiscal year, audited by an independent
nationally-recognized accounting firm and in the form filed with the SEC (publicly filing
the Company’s Form 10-K with the SEC in any event will satisfy the requirements of this
subsection subject to Section 6.6(b) and shall be deemed furnished and delivered on the date
such information has been posted on the SEC website accessible through
http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the SEC
thereto);




          (iii) within ten (10) days after the sending or filing thereof, copies of all financial
statements, projections, documents and other communications that the Company sends to its
stockholders generally or publicly files with the SEC or any similar governmental authority
(and is publicly available); provided that publicly filing such documents with the SEC in
any event will satisfy the requirements of this subsection subject to Section 6.6(b) and
shall be deemed furnished and delivered on the date such information has been posted on the
SEC website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such
successor webpage of the SEC thereto; and




          (iv) such other information as the Administrative Agent or any Lender may reasonably
request.


The Administrative Agent will forward promptly to the Lenders the information provided by the
Company pursuant to (i) through (iv) above.




          (b) Compliance Certificates. Within the sixty (60) day or one hundred twenty (120)
day time periods set forth in subsections (i) and (ii) of Section 6.6(a) for furnishing financial
statements, the Company shall deliver to the Administrative Agent (who will in turn provide notice
to the Lenders of) (i) additional information setting forth calculations excluding



53









 







the effects of any SPVs and containing such calculations for any SPVs as reasonably requested
by the Administrative Agent, and (ii) (x) a written certificate signed by the Company’s chief
financial officer (or other financial officer of the Company), in his or her capacity as such, to
the effect that no Default or Event of Default then exists or, if any such Default or Event of
Default exists as of the date of such certificate, setting forth a description of such Default or
Event of Default and specifying the action, if any, taken by the Company to remedy the same, and
(y) a Compliance Certificate in the form of Exhibit 6.6 showing the Company’s compliance
with certain of the covenants set forth herein.



          (c) Reserved.



          (d) Notice of Events Relating to Environmental Laws and Claims. Promptly after any
officer of the Company obtains knowledge of any of the following, the Company will provide the
Administrative Agent (who will in turn provide notice to the Lenders of) with written notice in
reasonable detail of any of the following that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect:




          (i) any pending or threatened Environmental Claim against the Company, any of its
Subsidiaries or any SPV or any property owned or operated by the Company, any of its
Subsidiaries or any SPV;




          (ii) any condition or occurrence on any property owned or operated by the Company, any
of its Subsidiaries or any SPV that results in noncompliance by the Company, any of its
Subsidiaries or any SPV with any Environmental Law; and




          (iii) the taking of any material remedial action in response to the actual or alleged
presence of any Hazardous Material on any property owned or operated by the Company, any of
its Subsidiaries or any SPV other than in the ordinary course of business.



          (e) Notices of Default, Litigation, Etc. The Company will promptly, and in any event
within five (5) Business Days, after an officer of the Company has knowledge thereof, give written
notice to the Administrative Agent of (who will in turn provide notice to the Lenders of): (i) the
occurrence of any Default or Event of Default; (ii) any litigation or governmental proceeding of
the type described in Section 5.4; (iii) any circumstance that has had or could reasonably be
expected to have a Material Adverse Effect; (iv) the occurrence of any event which has resulted in
a breach of, or is reasonably expected to result in a breach of, Section 6.16; and (v) any notice
received by it, any Subsidiary or any SPV from the holder(s) of Indebtedness of the Company, any
Subsidiary or any SPV in an amount which, in the aggregate, exceeds $50,000,000 (or, if denominated
in a currency other than U.S. Dollars, the Dollar Equivalent of $50,000,000), where such notice
states or claims the existence or occurrence of any default or event of default with respect to
such Indebtedness under the terms of any indenture, loan or credit agreement, debenture, note, or
other document evidencing or governing such Indebtedness.



     Section 6.7. Lender Inspection Rights. Upon reasonable notice from the Administrative
Agent or any Lender, the Company will permit the Administrative Agent or any



54









 







Lender (and such Persons as the Administrative Agent or such Lender may reasonably designate)
during normal business hours at such entity’s sole expense unless a Default or Event of Default
shall have occurred and be continuing, in which event at the Company’s expense, to visit and
inspect any of the properties of the Company or any of its Subsidiaries, to examine all of their
books and records, to make copies and extracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective officers and independent public accountants (and by
this provision the Company authorizes such accountants to discuss with the Administrative Agent and
any Lender (and such Persons as the Administrative Agent or such Lender may reasonably designate)
the affairs, finances and accounts of the Company and its Subsidiaries), all as often, and to such
extent, as may be reasonably requested. The chief financial officer of the Company and/or his or
her designee shall be afforded the opportunity to be present at any meeting of the Administrative
Agent or the Lenders and such accountants. The Administrative Agent agrees to use reasonable
efforts to minimize, to the extent practicable, the number of separate requests from the Lenders to
exercise their rights under this Section 6.7 and/or Section 6.6 and to coordinate the exercise by
the Lenders of such rights.



     Section 6.8. Conduct of Business. The Company and its Subsidiaries will at all times
remain primarily engaged in any of (i) the contract drilling business, (ii) the provision of
services to the energy industry, (iii) other existing businesses described in the Company’s current
SEC reports, or (iv) any related or ancillary businesses (each a “Permitted Business”).



     Section 6.9. Restrictions on Fundamental Changes. The Company shall not merge or
consolidate with any other Person, or cause or permit any dissolution of the Company or liquidation
of its assets, or sell, transfer or otherwise dispose of all or substantially all of the Company’s
assets, except that:



          (a) The Company or any of its Subsidiaries may merge into, or consolidate with, any other
Person if upon the consummation of any such merger or consolidation (i) the Company or such
Subsidiary is the surviving Person to any such merger or consolidation, (ii) a Person who will
contemporaneously therewith become a Subsidiary of the Company is the surviving Person to any such
merger or consolidation or (iii) with respect to a merger or consolidation of the Company, such
other Person is the surviving Person to any such merger or consolidation, the U.S. Dollar
denominated non-credit enhanced senior unsecured long-term debt of such Person shall continue to be
rated by S&P, Moody’s or Fitch and such Person shall have executed and delivered to the
Administrative Agent and each Lender its assumption of the due and punctual performance and
observance of each covenant and condition of this Agreement and the other Credit Documents to which
the Company is a party, together with such evidence of appropriate corporate authorization on the
part of such Person with respect to such assumption and such opinions of counsel for such Person
with respect to such assumption as the Administrative Agent may reasonably request;



          (b) The Company may sell or transfer all or substantially all of its assets (including stock
in its Subsidiaries) to any Person if such Person is a Subsidiary of the Company (or a Person who
will contemporaneously therewith become a Subsidiary of the Company); and


provided in the case of any transaction described in the preceding clauses (a) and (b), no Default
or Event of Default shall exist immediately prior to, or after giving effect to, such transaction.




55









 








     Section 6.10. Liens. The Company and its Subsidiaries shall not create, incur, assume
or suffer to exist any Lien of any kind on any property or asset of any kind of the Company or any
Subsidiary, except the following (collectively, the “Permitted Liens”):



          (a) Liens existing on the date hereof (each such Lien, to the extent it secures Indebtedness
or other obligations in an aggregate amount of $20,000,000 (or, if denominated in a currency other
than U.S. Dollars, the Dollar Equivalent of $20,000,000) or more, being described on Schedule
5.17 attached hereto);



          (b) Liens arising in the ordinary course of business by operation of law, deposits, pledges or
other Liens in connection with workers’ compensation, unemployment insurance, old age benefits,
social security obligations, taxes, assessments, public or statutory obligations or other similar
charges, good faith deposits, pledges or other Liens in connection with (or to obtain letters of
credit in connection with) bids, performance, return-of-money or payment bonds, contracts or leases
to which the Company or its Subsidiaries are parties or other deposits required to be made in the
ordinary course of business; provided that in each case the obligation secured is not for
Indebtedness for borrowed money and is not overdue or, if overdue, is being contested in good faith
by appropriate proceedings and reserves in conformity with GAAP have been provided therefor;



          (c) mechanics’, workmen’s, materialmen’s, landlords’, carriers’, maritime or other similar
Liens arising in the ordinary course of business (or deposits to obtain the release of such Liens)
related to obligations not overdue for more than thirty (30) days if such Liens arise with respect
to domestic assets and for more than ninety (90) days if such Liens arise with respect to foreign
assets, or, if so overdue, that are being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP have been provided therefor, or if such Liens otherwise could not
reasonably be expected to have a Material Adverse Effect;



          (d) Liens for Taxes not more than ninety (90) days past due or which can thereafter be paid
without penalty or which are being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP have been provided therefor, or if such Liens otherwise could not
reasonably be expected to have a Material Adverse Effect;



          (e) Liens imposed by ERISA (or comparable foreign laws) which are being contested in good
faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor,
or if such Liens otherwise could not reasonably be expected to have a Material Adverse Effect;



          (f) Liens arising out of judgments or awards against the Company or any of its Subsidiaries,
or in connection with surety or appeal bonds or the like in connection with bonding such judgments
or awards, the time for appeal from which or petition for rehearing of which shall not have expired
or for which the Company or such Subsidiary shall be prosecuting on appeal or proceeding for
review, and for which it shall have obtained (within thirty (30) days with respect to a judgment or
award rendered in the United States or within sixty (60) days with respect to a judgment or award
rendered in a foreign jurisdiction after entry of such judgment or award or expiration of any
previous such stay, as applicable) a stay of execution or the like pending such appeal or
proceeding for review; provided, that the aggregate amount of uninsured



56









 







or underinsured liabilities (net of customary deductibles, and including interest, costs, fees
and penalties, if any) of the Company and its Subsidiaries secured by such Liens shall not exceed
the Dollar Equivalent of $100,000,000 at any one time outstanding;



          (g) Liens on fixed or capital assets acquired, constructed, improved, altered or repaired by
the Company or any Subsidiary and related contracts, intangibles and other assets that are
incidental thereto (including accessions thereto and replacements thereof) or otherwise arise
therefrom; provided that (i) such Liens secure Indebtedness otherwise permitted by this Agreement,
(ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 365 days after
such acquisition or the later of the completion of such construction, improvement, alteration or
repair or the date of commercial operation of the assets constructed, improved, altered or
repaired, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring,
constructing, improving, altering or repairing such fixed or capital assets, as the case may be,
and (iv) such Lien shall not apply to any other property or assets of the Company or any
Subsidiary;



          (h) Liens securing Interest Rate Protection Agreements or Currency Rate Protection Agreements
incurred in the ordinary course of business and not for speculative purposes;



          (i) Liens on property existing at the time such property is acquired by the Company or any
Subsidiary of the Company and not created in contemplation of such acquisition (or on repairs,
renewals, replacements, additions, accessions and betterments thereto), and Liens on the assets of
any Person at the time such Person becomes a Subsidiary of the Company and not created in
contemplation of such Person becoming a Subsidiary of the Company (or on repairs, renewals,
replacements, additions, accessions and betterments thereto);



          (j) any extension, renewal or replacement (or successive extensions, renewals or replacements)
in whole or in part of any Lien referred to in the foregoing subsections (a) through (i), provided,
however, that the principal amount of Indebtedness secured thereby does not exceed the principal
amount secured at the time of such extension, renewal or replacement (other than amounts incurred
to pay costs of such extension, renewal or replacement), and that such extension, renewal or
replacement is limited to the property already subject to the Lien so extended, renewed or replaced
(together with accessions and improvements thereto and replacements thereof);



          (k) rights reserved to or vested in any municipality or governmental, statutory or public
authority by the terms of any right, power, franchise, grant, license or permit, or by any
provision of law, to terminate such right, power, franchise, grant, license or permit or to
purchase, condemn, expropriate or recapture or to designate a purchaser of any of the property of a
Person;



          (l) rights reserved to or vested in any municipality or governmental, statutory or public
authority to control, regulate or use any property of a Person;



          (m) rights of a common owner of any interest in property held by a Person and such common
owner as tenants in common or through other common ownership;



57









 





          (n) encumbrances (other than to secure the payment of Indebtedness), easements, restrictions,
servitudes, permits, conditions, covenants, exceptions or reservations in any property or
rights-of-way of a Person for the purpose of roads, pipelines, transmission lines, transportation
lines, distribution lines, removal of gas, oil, coal, metals, steam, minerals, timber or other
natural resources, and other like purposes, or for the joint or common use of real property,
rights-of-way, facilities or equipment, or defects, irregularity and deficiencies in title of any
property or rights-of-way;



          (o) Liens created by or resulting from zoning, planning and environmental laws and ordinances
and municipal regulations;



          (p) Liens created or evidenced by or resulting from financing statements filed by lessors of
property (but only with respect to the property so leased);



          (q) Liens on property securing Non-recourse Debt;



          (r) Liens on the stock or assets of SPVs;



          (s) other Liens created in connection with securitization programs, if any, of the Company and
its Subsidiaries; and



          (t) Liens (not otherwise permitted by this Section 6.10) securing Indebtedness (or other
obligations) not exceeding at the time of incurrence thereof (together with all such other Liens
securing Indebtedness (or other obligations) outstanding pursuant to this clause (t) at such time)
ten percent (10%) of Consolidated Tangible Net Worth.



     Section 6.11. Subsidiary Indebtedness. The Company shall not permit its Subsidiaries
to incur, assume or suffer to exist any Indebtedness, except:



          (a) existing Indebtedness outstanding on the Effective Date (such Indebtedness, to the extent
the principal amount thereof is $20,000,000 (or, if denominated in a currency other than U.S.
Dollars, the Dollar Equivalent of $20,000,000) or more, being described on Schedule 5.16
attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) so long as
such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such
extension, renewal or refinancing), or (ii) such extensions, renewals or refinancings are otherwise
expressly permitted by, and are effected pursuant to, another clause in this Section 6.11 (other
than clause (l) hereof);



          (b) Indebtedness under the Credit Documents;



          (c) intercompany loans and advances to the Company or its Subsidiaries, and intercompany loans
and advances from any of such Subsidiaries or SPVs to the Company or any other Subsidiaries of the
Company;



          (d) Indebtedness under any Interest Rate Protection Agreements and any Currency Rate
Protection Agreements, in each case entered into in the ordinary course of business and not for
speculative purposes;



58









 





          (e) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital
purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a
bank or other Person of a check, draft or similar instrument inadvertently drawing against
insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $200,000,000 in
the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or
outstanding as a result of drawings against insufficient funds shall be outstanding for one (1)
Business Day before being included in such aggregate amount;



          (f) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the
Company or is merged with or into the Company or any Subsidiary of the Company and not incurred in
contemplation of such transaction, and extensions, renewals or refinancings thereof that do not
increase the amount of such Indebtedness (other than amounts included to pay costs of such
extension, renewal or refinancing;



          (g) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit, and (ii)
with respect to letters of credit issued in the ordinary course of business;



          (h) Indebtedness created in connection with securitization programs, if any;



          (i) Non-recourse Debt;



          (j) Indebtedness (not otherwise permitted under any other clause of this Section 6.11) in an
aggregate principal amount outstanding for all Subsidiaries not exceeding at the time of incurrence
thereof (together with all such other Indebtedness outstanding pursuant to this clause (j) at such
time) ten percent (10%) of Consolidated Net Assets (the “Subsidiary Debt Basket Amount”);



          (k) other Indebtedness not otherwise permitted under any other clause of this Section 6.11 so
long as (i) with respect to NDC, the NDC Guaranty is in force (which may, pursuant to the terms
thereof, be terminated upon notice to the Administrative Agent by the Company provided that (A) the
aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the
preceding clause (j) and this clause (k), including Indebtedness of NDC, is equal to or less than
the Subsidiary Debt Basket Amount, (B) no Senior NDC Notes are outstanding and (C) no Default or
Event of Default has occurred and is continuing) or (ii) with respect to any other Subsidiary, such
Subsidiary has in force a Subsidiary Guaranty in substantially the form of Exhibit 6.11,
provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty and
all obligations thereunder of the Guarantor party thereto shall be terminated upon notice to the
Administrative Agent by the Company that (x) the aggregate principal amount of Indebtedness of all
Subsidiaries outstanding pursuant to the preceding clause (j) and this clause (k) is equal to or
less than the Subsidiary Debt Basket Amount, and (y) no Default or Event of Default has occurred
and is continuing; and



          (l) extensions, renewals or replacements of Indebtedness permitted by this Section 6.11 that
do not increase the amount of such Indebtedness (other than amounts incurred to pay costs of such
extension, renewal or refinancing).



     Section 6.12. Use of Property and Facilities; Environmental Laws. The Company and its
Subsidiaries shall comply in all material respects with all Environmental Laws applicable to



59









 







or affecting the properties or business operations of the Company or any Subsidiary of the
Company, where the failure to comply could reasonably be expected to have a Material Adverse
Effect.



     Section 6.13. Transactions with Affiliates. Except as otherwise specifically
permitted herein, the Company and its Subsidiaries shall not (except pursuant to contracts
outstanding as of (i) with respect to the Company, the Effective Date or (ii) with respect to any
Subsidiary of the Company, the Effective Date or, if later, the date such Subsidiary first became a
Subsidiary of the Company) enter into or engage in any material transaction or arrangement or
series of related transactions or arrangements which in the aggregate would be material with any
Controlling Affiliate, including without limitation, the purchase from, sale to or exchange of
property with, any merger or consolidation with or into, or the rendering of any service by or for,
any Controlling Affiliate, except pursuant to the requirements of the Company’s or such
Subsidiary’s business and unless such transaction or arrangement or series of related transactions
or arrangements, taken as a whole, are no less favorable to the Company or such Subsidiary (other
than a wholly owned Subsidiary) than would be obtained in an arms’ length transaction with a Person
not a Controlling Affiliate.



     Section 6.14. Sale and Leaseback Transactions. The Company will not, and will not
permit any of its Subsidiaries to, enter into, assume, or suffer to exist any Sale-Leaseback
Transaction, except any such transaction that may be entered into, assumed or suffered to exist
without violating any other provision of this Agreement, including without limitation, Section
6.16.



     Section 6.15. Compliance with Laws. Without limiting any of the other covenants of
the Company in this Article 6, the Company and its Subsidiaries shall conduct their business, and
otherwise be, in compliance with all applicable laws, regulations, ordinances and orders of any
governmental or judicial authorities (including, without limitation, environmental laws and ERISA);
provided, however, that this Section 6.15 shall not require the Company or any Subsidiary of the
Company to comply with any such law, regulation, ordinance or order if (x) it shall be contesting
such law, regulation, ordinance or order in good faith by appropriate proceedings and reserves in
conformity with GAAP have been provided therefor, or (y) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.



     Section 6.16. Consolidated Indebtedness to Total Tangible Capitalization Ratio. The
Company will maintain, as of the end of each fiscal quarter of the Company, a ratio (expressed as a
percentage) of Consolidated Indebtedness to Total Tangible Capitalization of no greater than 60%.



     Section 6.17. Use of Proceeds. No Borrower will use the proceeds of the Loans or the
Letters of Credit for any purpose or in any manner not permitted by Section 5.5.




60









 





ARTICLE 7




EVENTS OF DEFAULT AND REMEDIES.




     Section 7.1. Events of Default. Any one or more of the following shall constitute an
Event of Default:



          (a) default by any Credit Party in the payment of any principal amount of any Loan or
Reimbursement Obligation, any interest thereon or any fees payable hereunder, within three (3)
Business Days following the date when due;




          (b) default by the Company or any Subsidiary in the observance or performance of any covenant
set forth in Sections 6.9, 6.10 or 6.16;




          (c) default by the Company or any Subsidiary in the observance or performance of any provision
hereof or of any other Credit Document not mentioned in clauses (a) or (b) above, which is not
remedied within thirty (30) days after notice thereof to the Company by the Administrative Agent;




          (d) any representation or warranty made or deemed made herein or in any other Credit Document
by the Company or any Subsidiary proves untrue in any material respect as of the date of the
making, or deemed making, thereof;




          (e) (x) Indebtedness in the aggregate principal amount of the Dollar Equivalent of
$100,000,000 of the Company and its Subsidiaries (“Material Indebtedness”) shall (i) not be paid at
maturity (beyond any applicable grace periods), or (ii) be declared to be due and payable or
required to be prepaid, redeemed or repurchased prior to its stated maturity, or (y) any default in
respect of Material Indebtedness shall occur which permits the holders thereof, or any trustees or
agents on their behalf, to accelerate the maturity of such Indebtedness or requires such
Indebtedness to be prepaid, redeemed, or repurchased prior to its stated maturity;




          (f) any Credit Party or any Significant Subsidiary (i) has entered involuntarily against it an
order for relief under the United States Bankruptcy Code or a comparable action is taken under any
bankruptcy or insolvency law of another country or political subdivision of such country, (ii)
generally does not pay, or admits its inability generally to pay, its debts as they become due,
(iii) makes a general assignment for the benefit of creditors, (iv) applies for, seeks, consents
to, or acquiesces in, the appointment of a receiver, custodian, trustee, liquidator or similar
official for it or any substantial part of its property under the United States Bankruptcy Code or
under the bankruptcy or insolvency laws of another country or a political subdivision of such
country, (v) institutes any proceeding seeking to have entered against it an order for relief under
the United States Bankruptcy Code or any comparable law, to adjudicate it insolvent, or seeking
dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it
or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors or fails to file an answer or other pleading denying the material allegations of or
consents to or acquiesces in any such proceeding filed against it, (vi) makes any board of
directors resolution in direct furtherance of any matter described in clauses (i)-(v) above, or
(vii) fails to contest in good faith any appointment or proceeding described in this Section
7.1(f);




61









 








          (g) a custodian, receiver, trustee, liquidator or similar official is appointed for any Credit
Party or any Significant Subsidiary or any substantial part of its property under the United States
Bankruptcy Code or under the bankruptcy or insolvency laws of another country or a political
subdivision of such country, or a proceeding described in Section 7.1(f)(v) is instituted against
any Credit Party or any Significant Subsidiary, and such appointment continues undischarged or such
proceeding continues undismissed and unstayed for a period of sixty (60) days (or one hundred
twenty (120) days in the case of any such event occurring outside the United States of America);




          (h) the Company or any Subsidiaries of the Company fail within thirty (30) days with respect
to any judgments or orders that are rendered in the United States or sixty (60) days with respect
to any judgments or orders that are rendered in foreign jurisdictions (or such earlier date as any
execution on such judgments or orders shall take place) to vacate, pay, bond or otherwise discharge
any judgments or orders for the payment of money the uninsured portion of which is in excess of the
Dollar Equivalent of $100,000,000 in the aggregate and which are not stayed on appeal or otherwise
being appropriately contested in good faith in a manner that stays execution;




          (i) (x) the Company or any Subsidiary of the Company fails to pay when due an amount that it
is liable to pay to the PBGC or to a Plan under Title IV of ERISA; or a notice of intent to
terminate a Plan having Unfunded Vested Liabilities of the Company or any of its Subsidiaries in
excess of the Dollar Equivalent of $100,000,000 (a “Material Plan”) is filed under Title IV of
ERISA; or the PBGC institutes proceedings under Title IV of ERISA to terminate or to cause a
trustee to be appointed to administer any Material Plan or a proceeding is instituted by a
fiduciary of any Material Plan against any Company or any Subsidiary to collect any liability under
Section 515 or 4219(c)(5) of ERISA, and in each case such proceeding is not dismissed within thirty
(30) days thereafter; or a condition exists by reason of which the PBGC would be entitled to obtain
a decree adjudicating that any Material Plan must be terminated, and (y) the occurrence of one or
more of the matters in the preceding clause (x) could reasonably be expected to result in
liabilities in excess of the Dollar Equivalent of $100,000,000;




          (j) any Person or group of Persons acting in concert (as such terms are used in Rule 13d-5
under the Securities Exchange Act of 1934, as amended) shall own, directly or indirectly,
beneficially or of record, securities of the Company (or other securities convertible into such
securities) representing fifty percent (50%) or more of the combined voting power of all
outstanding securities of the Company entitled to vote in the election of directors, other than
securities having such power only by reason of the happening of a contingency; or




          (k) either the NDC Guaranty or the Company Guaranty for any reason is not a legal, valid,
binding and enforceable obligation of NDC or the Company, respectively, or NDC or the Company shall
so state in writing, unless and until such Guaranty is terminated pursuant to its terms.




     Section 7.2. Non-Bankruptcy Defaults. When any Event of Default (other than those
described in subsections (f) or (g) of Section 7.1 with respect to the Credit Parties) has occurred
and is continuing, the Administrative Agent shall, by notice to the Company: (a) if so directed by
the Required Lenders, terminate the remaining Commitments to the Borrowers hereunder on the



62









 




date stated in such notice (which may be the date thereof) and such termination shall
automatically also terminate the Swingline Commitment on such date; (b) if so directed by the
Required Lenders, declare the principal of and the accrued interest on all outstanding Loans to be
forthwith due and payable and thereupon all outstanding Loans, including both principal and
interest thereon, shall be and become immediately due and payable together with all other accrued
amounts payable under the Credit Documents without further demand, presentment, protest or notice
of any kind, including, but not limited to, notice of intent to accelerate and notice of
acceleration, each of which is expressly waived by the Borrowers; and (c) if so directed by the
Required Lenders, demand that the Company immediately pay to the Administrative Agent (to be held
by the Administrative Agent pursuant to Section 7.4) the full amount then available for drawing
under each outstanding Letter of Credit, and the Company agrees to immediately make such payment,
and each Borrower acknowledges and agrees that the Lenders, the Issuing Banks, the Swingline Bank
and the Administrative Agent would not have an adequate remedy at law for failure by the Borrowers
to honor any such demand and that the Administrative Agent, for the benefit of the Lenders, the
Swingline Lender and the Issuing Banks, shall have the right to require the Borrowers to
specifically perform such undertaking whether or not any drawings or other demands for payment have
been made under any Letter of Credit. The Administrative Agent, after giving notice to the Company
pursuant to this Section 7.2, shall also promptly send a copy of such notice to the other Lenders,
the Swingline Lender and the Issuing Bank, but the failure to do so shall not impair or annul the
effect of such notice.




     Section 7.3. Bankruptcy Defaults. When any Event of Default described in subsections
(f) or (g) of Section 7.1 has occurred and is continuing with respect to any Credit Party, then all
outstanding Loans shall immediately become due and payable together with all other accrued amounts
payable under the Credit Documents without presentment, demand, protest or notice of any kind, each
of which is expressly waived by the Borrowers; and all obligations of the Lenders, the Swingline
Lender and the Issuing Banks to extend further credit pursuant to any of the terms hereof shall
immediately terminate and the Company shall immediately pay to the Administrative Agent (to be held
by the Administrative Agent pursuant to Section 7.4) the full amount then available for drawing
under all outstanding Letters of Credit, each Borrower acknowledging that the Lenders, the Issuing
Banks, the Swingline Lender and the Administrative Agent would not have an adequate remedy at law
for failure by the Borrowers to honor any such demand and that the Lenders, the Issuing Banks, the
Swingline Lender and the Administrative Agent shall have the right to require the Borrowers to
specifically perform such undertaking whether or not any drawings or other demands for payment have
been made under any of the Letters of Credit.



     Section 7.4. Collateral for Undrawn Letters of Credit.



          (a) If the prepayment of the amount available for drawing under any or all outstanding Letters
of Credit is required under Section 7.2 or 7.3, the Company shall forthwith pay the amount required
to be so prepaid, to be held by the Administrative Agent as provided in subsection (b) below.




          (b) All amounts prepaid pursuant to subsection (a) above shall be held by the Administrative
Agent in a separate collateral account (such account, and the credit balances, properties and any
investments from time to time held therein, and any substitutions for such




63









 







account, any certificate of deposit or other instrument evidencing any of the foregoing and
all proceeds of and earnings on any of the foregoing being collectively called the “Collateral
Account”) as security for, and for application to, the reimbursement of any drawing under any
Letter of Credit then or thereafter paid by any Issuing Bank, and to the payment of any Revolving
Loans, any Swingline Loans and all other unpaid Obligations then due and owing (collectively, the
“Collateralized Obligations”). The Collateral Account shall be held in the name of and subject to
the exclusive dominion and control of the Administrative Agent, for the benefit of the Issuing
Banks, the Swingline Lender, the Administrative Agent, and the Lenders, as pledgee hereunder. If
and when required by the Company, the Administrative Agent shall invest and reinvest funds held in
the Collateral Account from time to time in Cash Equivalents specified from time to time by the
Company, provided that the Administrative Agent is irrevocably authorized to sell on market terms
any investments held in the Collateral Account when and as required to make payments out of the
Collateral Account for application to Collateralized Obligations due and owing. When and if (A)
(i) the Company shall have made payment of all Collateralized Obligations then due and payable, and
(ii) all relevant preference or other disgorgement periods relating to the receipt of such payments
have passed, or (B) no Default or Event of Default shall be continuing, the Administrative Agent
shall repay to the Company any remaining amounts and assets held in the Collateral Account,
provided that if the Collateral Account is being released pursuant to clause (A) and any Letter of
Credit then remains outstanding, the Company, prior to or contemporaneously with such release,
shall provide the Administrative Agent a back-to-back letter of credit from a bank or financial
institution whose short-term unsecured debt rating is rated A or above from either S&P or Moody’s
or such other bank or financial institution satisfactory to the Required Lenders in either case in
an amount equal to the undrawn face amount of each such Letter of Credit and which provides that
the Administrative Agent may make a drawing thereunder in the event that an Issuing Bank pays a
drawing under such Letter of Credit. In addition, if the aggregate amount on deposit with the
Collateral Agent exceeds the Collateralized Obligations then existing, then the Administrative
Agent shall release and deliver such excess amount upon the written request of the Company.




     Section 7.5. Notice of Default. The Administrative Agent shall give notice to the
Company under Section 7.2 promptly upon being requested to do so by the Required Lenders and shall
thereupon notify all the Lenders thereof.



     Section 7.6. Expenses. The Company agrees to pay to the Administrative Agent, each
Issuing Bank, the Swingline Lender and each Lender all reasonable out-of-pocket expenses incurred
or paid by the Administrative Agent, the Issuing Bank, or such Lender, including reasonable
attorneys’ fees and court costs, in connection with any Default or Event of Default hereunder or in
connection with the enforcement of any of the Credit Documents.



     Section 7.7. Distribution and Application of Proceeds. After the occurrence of and
during the continuance of an Event of Default, any payment to the Administrative Agent, any Issuing
Bank, the Swingline Lender or any Lender hereunder or from the proceeds of the Collateral Account
or otherwise shall be paid to the Administrative Agent to be distributed and applied as follows
(unless otherwise agreed by the Company, the Administrative Agent, all Issuing Banks, the Swingline
Lender and all Lenders):



64









 





          (a) First, to the payment of any and all reasonable out-of-pocket costs and expenses of the
Administrative Agent, including without limitation, reasonable attorneys’ fees and out-of-pocket
costs and expenses, as provided by this Agreement or by any other Credit Document, incurred in
connection with the collection of such payment or in respect of the enforcement of any rights of
the Administrative Agent, the Issuing Banks, the Swingline Lender or the Lenders under this
Agreement or any other Credit Document;




          (b) Second, to the payment of any and all reasonable out-of-pocket costs and expenses of the
Issuing Banks, the Swingline Lender and the Lenders, including, without limitation, reasonable
attorneys’ fees and out-of-pocket costs and expenses, as provided by this Agreement or by any other
Credit Document, incurred in connection with the collection of such payment or in respect of the
enforcement of any rights of the Lenders, the Swingline Lender or the Issuing Banks under this
Agreement or any other Credit Document, pro rata in the proportion in which the amount of such
costs and expenses unpaid to each Lender, the Swingline Lender or each Issuing Bank bears to the
aggregate amount of the costs and expenses unpaid to all Lenders, the Swingline Lender and all
Issuing Banks collectively, until all such fees, costs and expenses have been paid in full;




          (c) Third, to the payment of any due and unpaid fees to the Administrative Agent, any Lender,
the Swingline Lender or any Issuing Bank as provided by this Agreement or any other Credit
Document, pro rata in the proportion in which the amount of such fees due and unpaid to the
Administrative Agent, each Lender, the Swingline Lender, and each Issuing Bank bears to the
aggregate amount of the fees due and unpaid to the Administrative Agent, all Lenders, the Swingline
Lender and all Issuing Banks collectively, until all such fees have been paid in full;




          (d) Fourth, to the payment of accrued and unpaid interest on the Loans or the Reimbursement
Obligations to the date of such application, pro rata in the proportion in which the amount of such
interest, accrued and unpaid to each Lender, the Swingline Lender or each Issuing Bank bears to the
aggregate amount of such interest accrued and unpaid to all Lenders, the Swingline Lender and all
Issuing Banks collectively, until all such accrued and unpaid interest has been paid in full;




          (e) Fifth, to the payment of the outstanding due and payable principal amount of each of the
Loans and the amount of the outstanding Reimbursement Obligations (reserving cash collateral for
all undrawn face amounts of any outstanding Letters of Credit (if Section 7.4(a) has not been
complied with)), pro rata in the proportion in which the outstanding principal amount of such Loans
and the amount of such outstanding Reimbursement Obligations owing to each Lender, the Swingline
Lender and each Issuing Bank, together (if Section 7.4(a) has not been complied with) with the
undrawn face amounts of such outstanding Letters of Credit, bears to the aggregate amount of all
outstanding Loans, outstanding Reimbursement Obligations and (if Section 7.4(a) has not been
complied with) the undrawn face amounts of all outstanding Letters of Credit. In the event that
any such Letters of Credit, or any portions thereof, expire without being drawn, any cash
collateral therefor shall be distributed by the Administrative Agent until the principal amount of
all Loans and Reimbursement Obligations shall have been paid in full;




65









 








          (f) Sixth, to the payment of any other outstanding Obligations then due and payable, pro rata
in the proportion in which the outstanding Obligations owing to each Lender, each Issuing Bank, the
Swingline Lender and Administrative Agent bears to the aggregate amount of all such Obligations
until all such Obligations have been paid in full; and




          (g) Seventh, to a Borrower or as the Company may direct.




ARTICLE 8




CHANGE IN CIRCUMSTANCES.




     Section 8.1. Change of Law.



          (a) Notwithstanding any other provisions of this Agreement or any Note, if at any time any
change, after the date hereof (or, if later, after the date the Administrative Agent or any Issuing
Bank or Lender becomes the Administrative Agent or an Issuing Bank or Lender), in applicable law or
regulation or in the interpretation thereof makes it unlawful for any Lender to make or maintain
Eurocurrency Loans or to fund any Loans in Euros, Pounds, Australian Dollars, Canadian Dollars,
Singapore Dollars, or Kroner, or any Issuing Bank to issue any Letter of Credit or to provide
payment thereunder in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars, or
Kroner, such Lender or Issuing Bank, as the case may be, shall promptly give written notice thereof
and of the basis therefor in reasonable detail to the Company, and such Lender’s or Issuing Bank’s
obligations to fund affected Eurocurrency Loans or make, continue or convert such Loans under this
Agreement, or to issue any such Letters of Credit, as the case may be, shall thereupon be suspended
until it is no longer unlawful for such Lender to make or maintain such Loans or such Issuing Bank
to issue such Letters of Credit.




          (b) Upon the giving of the notice to Company referred to in subsection (a) above in respect of
any such Loan, and provided the applicable Borrower shall not have prepaid such Loan pursuant to
Section 2.9, (i) any such outstanding Loan of such Lender shall be automatically converted to a
Base Rate Loan in Dollars on the last day of the Interest Period then applicable thereto or on such
earlier date as required by law, and (ii) such Lender shall make or continue its portion of any
requested Borrowing of such Loan as a Base Rate Loan in U.S. Dollars, which Base Rate Loan shall,
for all other purposes, be considered part of such Borrowing.




          (c) Any Lender or Issuing Bank that has given any notice pursuant to Section 8.1(a) shall,
upon determining that it would no longer be unlawful for it to make such Loans or issue such
Letters of Credit, give prompt written notice thereof to the Company and the Administrative Agent,
and upon giving such notice, its obligation to make, allow conversions into and maintain such Loans
or issue such Letters of Credit shall be reinstated.




     Section 8.2. Unavailability of Deposits or Inability to Ascertain LIBOR Rate. If on
or before the first day of any Interest Period for any Borrowing of Eurocurrency Loans the
Administrative Agent determines in good faith (after consultation with the other Lenders) that, due
to changes in circumstances since the date hereof, adequate and fair means do not exist for
determining the LIBOR Rate (including without limitation, the unavailability of matching



66









 




deposits in the applicable currency) or such rate will not accurately reflect the cost to the
Required Lenders of funding Eurocurrency Loans in the applicable currency for such Interest Period,
the Administrative Agent shall give written notice (in reasonable detail) of such determination and
of the basis therefor to the Company and the Lenders, whereupon until the Administrative Agent
notifies the Company and Lenders that the circumstances giving rise to such suspension no longer
exist (which the Administrative Agent shall do promptly after they do not exist), (i) the
obligations of the Lenders to fund Loans in Euro, Pounds, Australian Dollars, Canadian Dollars,
Singapore Dollars, or Kroner, or make, continue or convert Loans as or into such Eurocurrency
Loans, or to convert Base Rate Loans into such Eurocurrency Loans, shall be suspended and (ii) each
Eurocurrency Loan will automatically on the last day of the then existing Interest Period therefor,
convert into a Base Rate Loan in U.S. Dollars.




     Section 8.3. Increased Cost and Reduced Return.



          (a) If, on or after the date hereof, the adoption of or any change in any applicable law, rule
or regulation, or any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender or Issuing Bank (or its applicable Lending Office), with any
request or directive (whether or not having the force of law) of any such authority, central bank
or comparable agency exercising control over banks or financial institutions generally issued after
the date hereof (or, if later, after the date the Administrative Agent, Issuing Bank, or Lender
becomes the Administrative Agent, Issuing Bank, or Lender):





          (i) subjects any Lender or Issuing Bank (or its applicable Lending Office) to any tax,
duty or other charge related to any Eurocurrency Loan, Reimbursement Obligation, or its
obligation to advance or maintain Eurocurrency Loans or issue any Letter of Credit, or shall
change the basis of taxation of payments to any Lender or Issuing Bank (or its applicable
Lending Office) of the principal of or interest on its Eurocurrency Loans, Letters of Credit
or Reimbursement Obligation or any participations in any thereof, or any other amounts due
under this Agreement related to its Eurocurrency Loans, Letters of Credit, Reimbursement
Obligations or participations therein, or its obligation to make Eurocurrency Loans, issue
Letters of Credit, or acquire participations therein (except for changes with respect to
taxes that are not Indemnified Taxes pursuant to Section 3.3); or




          (ii) imposes, modifies or deems applicable any reserve, special deposit or similar
requirement (including, without limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding for any Eurocurrency Loan any such
requirement included in an applicable Statutory Reserve Rate) against assets of, deposits
with or for the account of, or credit extended by, any Lender or Issuing Bank (or its
applicable Lending Office) or imposes on any Lender or Issuing Bank (or its Lending Office)
or on the interbank market any other condition affecting its Eurocurrency Loans, Letters of
Credit, any Reimbursement Obligations owed to it, or its participation in any thereof, or
its obligation to advance or maintain Eurocurrency Loans, issue Letters of Credit or
participate in any thereof;



67









 




and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank (or
its applicable Lending Office) of advancing or maintaining any Eurocurrency Loan, issuing or
maintaining a Letter of Credit or participating therein, or to reduce the amount of any sum
received or receivable by such Lender or Issuing Bank (or its applicable Lending Office) in
connection therewith under this Agreement or its Note, by an amount deemed by such Lender or
Issuing Bank to be material, then, subject to Section 8.3(c), from time to time, within thirty (30)
days after receipt of a certificate from such Lender or Issuing Bank (with a copy to the
Administrative Agent) pursuant to subsection (c) below setting forth in reasonable detail such
determination and the basis thereof, the Company shall be obligated to pay (or cause the applicable
Designated Borrower to pay) to such Lender or Issuing Bank such additional amount or amounts as
will compensate such Lender or Issuing Bank for such increased cost or reduction.




          (b) If, after the date hereof, the Administrative Agent, any Lender, the Swingline Lender or
Issuing Bank shall have reasonably determined that the adoption after the date hereof of any
applicable law, rule or regulation regarding capital adequacy, or any change therein (including,
without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of
Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 12 CFR Part 225, Appendix A)
or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other
applicable capital adequacy rules heretofore adopted and issued by any governmental authority), or
any change after the date hereof in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Administrative Agent, any Lender, the Swingline Lender
or Issuing Bank (or its applicable Lending Office) with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on such Lender’s, Issuing
Bank’s or Swingline Lender’s capital, or on the capital of any corporation controlling such Lender,
Issuing Bank or Swingline Lender, as a consequence of its obligations hereunder to a level below
that which such Lender, Issuing Bank or Swingline Lender could have achieved but for such adoption,
change or compliance (taking into consideration such Lender’s, Issuing Bank’s, Swingline Lender’s
or its controlling corporation’s policies with respect to capital adequacy in effect immediately
before such adoption, change or compliance) by an amount reasonably deemed by such Lender, Issuing
Bank or Swingline Lender to be material, then, subject to Section 8.3(c), from time to time, within
thirty (30) days after its receipt of a certificate from such Lender, Issuing Bank or Swingline
Lender (with a copy to the Administrative Agent) pursuant to subsection (c) below setting forth in
reasonable detail such determination and the basis thereof, the Company shall pay (or cause the
applicable Designated Borrower to pay) to such Lender, Issuing Bank or Swingline Lender such
additional amount or amounts as will compensate such Lender, Issuing Bank or Swingline Lender for
such reduction or the applicable Borrower may prepay all Eurocurrency Loans of such Lender or
obtain the cancellation of all such Letters of Credit.




          (c) Each of the Administrative Agent, the Lenders, the Swingline Lender and the Issuing Banks
that determines to seek compensation or additional interest under this Section 8.3 or Section 2.15
shall give written notice to the Company and, in the case of a Lender, the Swingline Lender or a
Issuing Bank other than the Administrative Agent, the Administrative Agent of the circumstances
that entitle the Administrative Agent, such Lender, the Swingline Lender or such Issuing Bank to
such compensation no later than ninety (90) days after the

68









 








Administrative Agent, such Lender, the Swingline Lender or such Issuing Bank receives actual
notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of
another event giving rise to a claim hereunder. In any event no Borrower shall have any obligation
to pay any amount with respect to claims accruing prior to the ninetieth day preceding such written
demand. Each of the Administrative Agent, the Lenders, the Swingline Lender and the Issuing Banks
shall use reasonable efforts to avoid the need for, or reduce the amount of, such compensation,
additional interest, and any payment under Section 3.3, including, without limitation, the
designation of a different Lending Office, if such action or designation will not, in the sole
judgment of the Administrative Agent, such Lender, the Swingline Lender or such Issuing Bank made
in good faith, be otherwise disadvantageous to it; provided that the foregoing shall not in any way
affect the rights of any Lender, the Swingline Lender or any Issuing Bank or the obligations of the
Borrowers under this Section 8.3 or Section 2.15. A certificate of the Administrative Agent, any
Lender, the Swingline Lender or any Issuing Bank, as applicable, claiming compensation or
additional interest under this Section 8.3 or Section 2.15, and setting forth the additional amount
or amounts to be paid to it hereunder and accompanied by a statement prepared by the Administrative
Agent, such Lender, Swingline Lender or such Issuing Bank, as applicable, describing in reasonable
detail the calculations thereof shall be prima facie evidence of the correctness thereof. In
determining such amount, such Lender, the Swingline Lender or such Issuing Bank may use any
reasonable averaging and attribution methods.




     Section 8.4. Lending Offices. The Administrative Agent, the Swingline Lender, each
Lender and each Issuing Bank may, at its option, elect to make or maintain its Loans and issue its
Letters of Credit hereunder at the Lending Office for each Type and/or currency of Loan or Letter
of Credit available hereunder or at such other of its branches, offices or affiliates as it may
from time to time elect and designate in a written notice to the Company and the Administrative
Agent, provided that, except in the case of any such transfer to another of its branches, offices
or affiliates made at the request of the Company, no Borrower shall be responsible for the costs
arising under Section 3.3 or 8.3 resulting from any such transfer to the extent not otherwise
applicable to such Lender, the Swingline Lender or such Issuing Bank prior to such transfer.



     Section 8.5. Discretion of Lender as to Manner of Funding. Subject to the other
provisions of this Agreement, each Lender, the Swingline Lender and each Issuing Bank shall be
entitled to fund and maintain its funding of all or any part of its Loans and Letters of Credit in
any manner it sees fit.



     Section 8.6. Substitution of Lender or Issuing Bank. If (a) any Lender or Issuing
Bank has demanded compensation or additional interest or given notice of its intention to demand
compensation or additional interest under Section 8.3 or Section 2.15, (b) a Borrower is required
to pay any additional amount to any Lender or Issuing Bank under Section 2.11, (c) any Lender or
Issuing Bank is unable to submit any form or certificate required under Section 3.3(b) or withdraws
or cancels any previously submitted form with no substitution therefor, (d) any Lender or Issuing
Bank gives notice of any change in law or regulations, or in the interpretation thereof, pursuant
to Section 8.1, (e) any Lender or Issuing Bank has been declared insolvent or a receiver or
conservator has been appointed for a material portion of its assets, business or properties, (f)
any Lender or Issuing Bank shall seek to avoid its obligation to make or maintain Loans or issue
Letters of Credit hereunder for any reason, including, without limitation, reliance upon 12 U.S.C.
§ 1821(e) or (n) (1) (B), (g) any taxes referred to in Section 3.3 have been levied



69









 




or imposed (or the Company determines in good faith that there is a substantial likelihood
that such taxes will be levied or imposed) so as to require withholding or deductions by a Borrower
or payment by a Borrower of additional amounts to any Lender or Issuing Bank, or other
reimbursement or indemnification of any Lender or Issuing Bank, as a result thereof, (h) any Lender
shall decline to consent to a modification or waiver of the terms of this Agreement or any other
Credit Documents requested by the Company to which the Required Lenders have consented, or (i) an
Issuing Bank gives notice pursuant to Section 2.12(a)(ii) that the issuance of the Letter of Credit
would violate any legal or regulatory restriction then applicable to such Issuing Bank, then and in
such event, upon request from the Company delivered to such Lender or Issuing Bank, and the
Administrative Agent, such Lender shall assign, in accordance with the provisions of Section 10.10
and an appropriately completed Assignment Agreement, all of its rights and obligations under the
Credit Documents to another Lender or a commercial banking institution selected by the Company and
(in the case of a commercial banking institution) reasonably satisfactory to the Administrative
Agent, in consideration for the payments set forth in such Assignment Agreement and payment by the
Company (or the Company shall cause the applicable Designated Borrower to pay) to such Lender of
all other amounts which such Lender may be owed pursuant to this Agreement, including, without
limitation, Sections 2.11, 2.15, 3.3, 8.3 and 10.13.




ARTICLE 9




THE AGENTS AND ISSUING BANK.




     Section 9.1. Appointment and Authorization of Administrative Agent and Other Agents.
Each of the Lenders and the Swingline Lender hereby appoints Citibank, N.A. as the Administrative
Agent, SunTrust Bank, as the Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., Houston
Agency, Fortis Capital Corp., and Wells Fargo Bank, N.A., as the Co-Documentation Agents under the
Credit Documents and hereby authorizes the Administrative Agent and such Other Agents to take such
action as the Administrative Agent and such Other Agents on each of its behalf and to exercise such
powers under the Credit Documents as are delegated to the Administrative Agent and the Other
Agents, respectively, by the terms thereof, together with such powers as are reasonably incidental
thereto.



     Section 9.2. Rights and Powers. The Administrative Agent and the Other Agents shall
have the same rights and powers under the Credit Documents as any other Lender and may exercise or
refrain from exercising such rights and power as though it were not an Administrative Agent, or an
Other Agent, and the Administrative Agent and the Other Agents and their respective Controlling
Affiliates may accept deposits from, lend money to, and generally engage in any kind of business
with the Company or any of its Subsidiaries or Controlling Affiliates as if it were not an
Administrative Agent or an Other Agent under the Credit Documents. The term Lender as used in all
Credit Documents, unless the context otherwise clearly requires, includes the Administrative Agent
and the Other Agents in their respective individual capacities as a Lender. In the event that
Citibank, N.A. or any of its Affiliates shall be or become an indenture trustee under the Trust
Indenture Act of 1939 (as amended, the “Trust Indenture Act”) in respect of any securities issued
or guaranteed by any Credit Party, the parties hereto acknowledge and agree that any payment or
property received in satisfaction of or in respect of any Obligation of such Credit Party hereunder
or under any other Credit Document by or on behalf of Citibank,



70









 




N.A. in its capacity as the Administrative Agent or the Collateral Agent for the benefit of
any Lender, the Swingline Lender or any Issuing Bank under any Credit Document (other than
Citibank, N.A. or an Affiliate of Citibank, N.A.) and which is applied in accordance with the
Credit Documents shall be deemed to be exempt from the requirements of Section 311 of the Trust
Indenture Act pursuant to Section 311(b)(3) of the Trust Indenture Act.




     Section 9.3. Action by Administrative Agent and the Other Agents. The obligations of
the Administrative Agent and the Other Agents under the Credit Documents are only those expressly
set forth therein. Without limiting the generality of the foregoing, the Administrative Agent
shall not be required to take any action concerning any Default or Event of Default, except as
expressly provided in Sections 7.2 and 7.4. Unless and until the Required Lenders (or, if required
by Section 10.11, all of the Lenders) give such direction (including, without limitation, the
giving of a notice of default as described in Section 7.1(c)), the Administrative Agent may, except
as otherwise expressly provided herein or therein, take or refrain from taking such actions as it
deems appropriate and in the best interest of all the Lenders and the Swingline Lender. In no
event, however, shall the Administrative Agent or the Other Agents be required to take any action
in violation of applicable law or of any provision of any Credit Document, and each of the
Administrative Agent and the Other Agents shall in all cases be fully justified in failing or
refusing to act hereunder or under any other Credit Document unless it first receives any further
assurances of its indemnification from the Lenders that it may require, including prepayment of any
related expenses and any other protection it requires against any and all costs, expenses, and
liabilities it may incur in taking or continuing to take any such action. The Administrative Agent
shall be entitled to assume that no Default or Event of Default, other than non-payment of any
scheduled principal or interest payment due hereunder, exists unless notified in writing to the
contrary by a Lender or the Company. In all cases in which the Credit Documents do not require the
Administrative Agent or the Other Agents to take specific action, the Administrative Agent and each
of the Other Agents shall be fully justified in using its discretion in failing to take or in
taking any action thereunder. Any instructions of the Required Lenders, or of any other group of
Lenders called for under specific provisions of the Credit Documents, shall be binding on all the
Lenders and holders of Revolving Notes.



     Section 9.4. Consultation with Experts. Each of the Administrative Agent and the
Other Agents may consult with legal counsel, independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or experts.



     Section 9.5. Indemnification Provisions; Credit Decision. Neither the Administrative
Agent, the Other Agents nor any of their directors, officers, agents, or employees shall be liable
to any Lender for any action taken or not taken by them in connection with the Credit Documents (i)
with the consent or at the request of the Required Lenders (or, if required by Section 10.11, all
of the Lenders), or (ii) in the absence of their own gross negligence or willful misconduct.
Neither the Administrative Agent, the Other Agents nor any of their directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any
statement, warranty or representation made in connection with this Agreement, any other Credit
Document or any Borrowing; (ii) the performance or observance of any of the covenants or agreements
of the Company or any Subsidiary contained herein or in any other Credit Document; (iii) the
satisfaction of any condition specified in Article 4, except receipt of



71









 




items required to be delivered to the Administrative Agent; or (iv) the validity,
effectiveness, genuineness, enforceability, value, worth or collectability hereof or of any other
Credit Document or of any other documents or writings furnished in connection with any Credit
Document; and the Administrative Agent and the Other Agents make no representation of any kind or
character with respect to any such matters mentioned in this sentence. The Administrative Agent
and the Other Agents may execute any of their duties under any of the Credit Documents by or
through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders or any
other Person for the default or misconduct of any such agents or attorneys-in-fact selected with
reasonable care. The Administrative Agent and the Other Agents shall not incur any liability by
acting in reliance upon any notice, consent, certificate, other document or statement (whether
written or oral) believed by it to be genuine or to be sent by the proper party or parties. In
particular and without limiting any of the foregoing, the Administrative Agent and the Other Agents
shall have no responsibility for confirming the accuracy of any Compliance Certificate or other
document or instrument received by any of them under the Credit Documents. The Administrative
Agent and the Other Agents may treat the payee of any Note as the holder thereof until written
notice of transfer shall have been filed with such Administrative Agent signed by such owner in
form satisfactory to such Administrative Agent. Each of the Lenders and the Swingline Lender
acknowledges that it has independently, and without reliance on the Administrative Agent, the Other
Agents, the Swingline Lender or any other Lender, obtained such information and made such
investigations and inquiries regarding the Company and its Subsidiaries as it deems appropriate,
and based upon such information, investigations and inquiries, made its own credit analysis and
decision to extend credit to the Borrowers in the manner set forth in the Credit Documents. It
shall be the responsibility of each Lender and the Swingline Lender to keep itself informed about
the creditworthiness and business, properties, assets, liabilities, condition (financial or
otherwise) and prospects of the Company and its Subsidiaries, and the Administrative Agent and the
Other Agents shall have no liability whatsoever to any Lender or the Swingline Lender for such
matters. The Administrative Agent and the Other Agents shall have no duty to disclose to the
Lenders or the Swingline Lender information that is not required by any Credit Document to be
furnished by the Company or any Subsidiaries to such Agent at such time, but is voluntarily
furnished to such Agent (either in their respective capacity as Administrative Agent or the Other
Agents or in their individual capacity).




     Section 9.6. Indemnity. The Lenders shall ratably, in accordance with their
Percentages, indemnify and hold the Administrative Agent, the Other Agents, and their directors,
officers, employees, agents and representatives harmless from and against any liabilities, losses,
costs or expenses suffered or incurred by it under any Credit Document or in connection with the
transactions contemplated thereby, regardless of when asserted or arising, except to the extent
they are promptly reimbursed for the same by the Company and except to the extent that any event
giving rise to a claim was caused by the gross negligence or willful misconduct of the party
seeking to be indemnified. The obligations of the Lenders under this Section 9.6 shall survive
termination of this Agreement.



     Section 9.7. Resignation.



          (a) Resignation of Agents. The Administrative Agent and the Other Agents may resign
at any time and shall resign upon any removal thereof as a Lender pursuant to the

72









 








terms of this Agreement upon at least thirty (30) days’ prior written notice to the Lenders
and the Company. Any resignation of the Administrative Agent shall not be effective until a
replacement therefor is appointed pursuant to the terms hereof. Upon any such resignation of the
Administrative Agent or any Other Agent, the Required Lenders and, so long as no Event of Default
shall then exist, with the consent of the Company (which consent shall not be unreasonably withheld
or delayed) shall have the right to appoint a successor Administrative Agent or Other Agent, as the
case may be. If no successor Administrative Agent or Other Agent, as the case may be, shall have
been so appointed by the Required Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Administrative Agent’s or Other Agent’s giving of notice of
resignation, then the retiring Administrative Agent or Other Agent, as the case may be, may, on
behalf of the Lenders and, so long as no Event of Default shall then exist, with the consent of the
Company (which consent shall not be unreasonably withheld or delayed) appoint a successor
Administrative Agent or Other Agent, as the case may be, which shall be any Lender hereunder or any
commercial bank organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its
appointment as the Administrative Agent or the Other Agent hereunder, such successor Administrative
Agent or Other Agent, as the case may be, shall thereupon succeed to and become vested with all the
rights and duties of the retiring Administrative Agent or Other Agent, as the case may be, under
the Credit Documents, and the retiring Administrative Agent or Other Agent shall be discharged from
its duties and obligations thereunder. After any retiring Administrative Agent’s or Other Agent’s
resignation hereunder as Administrative Agent or Other Agent, as the case may be, the provisions of
this Article 9 and all protective provisions of the other Credit Documents shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or
Other Agent, as the case may be.




          (b) Resignation of Issuing Banks. If at any time an Issuing Bank assigns all of its
Commitment and Loans pursuant to Section 10.10(b), such Issuing Bank may, upon 30 days’ prior
written notice to the Company, the Administrative Agent, and the Lenders, resign as an Issuing
Bank. In such event, the Company may, with the approval of the Administrative Agent and the
acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender
serve as Issuing Bank under this Agreement; provided, however, that the absence of any successor
Issuing Bank shall not affect the resignation of the resigning Issuing Bank. Any resigning Issuing
Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this
Agreement with respect to all Letters of Credit outstanding as of the effective date of its
resignation and all Reimbursement Obligations with respect thereto (including the right to require
the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to
Section 2.12). Upon the appointment of any successor Issuing Bank (i) such successor Issuing Bank
shall succeed to and become vested with all of the rights, powers, privileges and duties of an
Issuing Bank under this Agreement, and (ii) such successor Issuing Bank shall issue Letters of
Credit in substitution for the Letters of Credit, if any, previously issued by the resigning
Issuing Bank that are outstanding at the time of such succession or make other arrangements
satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning
Issuing Bank with respect to such Letters of Credit.




     Section 9.8. Sub-Agent. The Sub-Agent has been designated under this Agreement to
carry out certain duties of the Administrative Agent as described herein. The Sub-Agent shall be




73









 




subject to each of the obligations in this Agreement to be performed by the Sub-Agent, and
each of the Company and the Lenders agrees that the Sub-Agent shall be entitled to exercise each of
the rights and shall be entitled to each of the benefits of the Administrative Agent under this
Agreement as relate to the performance of its obligations hereunder.




     Section 9.9. No Other Duties, etc. Anything herein to the contrary notwithstanding,
none of the Co-Lead Arrangers, Co-Book Running Managers, Syndication Agent or Co-Documentation
Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in their capacity, as applicable, as the
Administrative Agent, the Collateral Agent, a Lender or an Issuing Bank.



ARTICLE 10




MISCELLANEOUS.




     Section 10.1. No Waiver. No delay or failure on the part of the Administrative Agent,
any Lender, the Swingline Lender or any Issuing Bank, or on the part of the holder or holders of
any Notes, in the exercise of any power, right or remedy under any Credit Document shall operate as
a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise
thereof preclude any other or further exercise of any other power, right or remedy. To the fullest
extent permitted by applicable law, the powers, rights and remedies under the Credit Documents of
the Administrative Agent, the Lenders, the Issuing Banks and the Swingline Lender and the holder or
holders of any Notes are cumulative to, and not exclusive of, any powers, rights or remedies any of
them would otherwise have.



     Section 10.2. Non-Business Day. Subject to Section 2.4, if any payment of principal
or interest on any portion of any Loan, any Reimbursement Obligation, or any other Obligation shall
fall due on a day which is not a Business Day, interest or fees (as applicable) at the rate, if
any, such portion of any Loan, any Reimbursement Obligation, or other Obligation bears for the
period prior to maturity shall continue to accrue in the manner set forth herein on such Obligation
from the stated due date thereof to the next succeeding Business Day, on which the same shall
instead be payable.



     Section 10.3. Documentary Taxes. The Company agrees that it will pay (or cause the
applicable Designated Borrower to pay) any documentary, stamp or similar taxes payable with respect
to any Credit Document, including interest and penalties, in the event any such taxes are assessed
irrespective of when such assessment is made, other than any such taxes imposed as a result of any
transfer of an interest in a Credit Document. Each Lender, each Issuing Bank and the Swingline
Lender that determines to seek compensation under this Section 10.3 shall give written notice to
the Company and, in the case of a Lender, an Issuing Bank or the Swingline Lender other than the
Administrative Agent, the Administrative Agent of the circumstances that entitle such Lender, such
Issuing Bank or the Swingline Lender to such compensation no later than ninety (90) days after such
Lender, such Issuing Bank or the Swingline Lender receives actual notice or obtains actual
knowledge of the law, rule, order or interpretation or occurrence



74









 







of another event giving rise to a claim hereunder. In any event, no Borrower shall have any
obligation to pay any amount with respect to claims accruing prior to the 90th day preceding such
written demand.



     Section 10.4. Survival of Representations. All representations and warranties made
herein or in certificates given pursuant hereto shall survive the execution and delivery of this
Agreement and the other Credit Documents, and shall continue in full force and effect with respect
to the date as of which they were made as long as any Borrower has any Obligation hereunder or any
Commitment hereunder is in effect.



     Section 10.5. Survival of Indemnities. All indemnities and all provisions relative to
reimbursement to the Lenders, the Swingline Lender and the Issuing Banks of amounts sufficient to
protect the yield of the Lenders, the Swingline Lender and the Issuing Banks with respect to the
Loans and the L/C Obligations, including, but not limited to, Section 2.11, Section 2.15, Section
3.3, Section 7.6, Section 8.3, Section 10.3, and Section 10.13 hereof, shall, subject to Section
8.3(c), survive the termination of this Agreement and the other Credit Documents and the payment of
the Loans and all other Obligations and, with respect to any Lender, any Issuing Bank or the
Swingline Lender, any replacement by the Company of such Lender pursuant to the terms hereof, in
each case for a period of one (1) year.



     Section 10.6. Setoff. In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the occurrence of, and
throughout the continuance of, any Event of Default, each Lender, each Issuing Bank and the
Swingline Lender and each subsequent holder of any Note is hereby authorized by the Borrowers at
any time or from time to time, without prior notice to any Borrower or any other Person, any such
prior notice being hereby expressly waived, to set off and to appropriate and to apply any and all
deposits (general or special, including, but not limited to, Indebtedness evidenced by certificates
of deposit, whether matured or unmatured, but not including trust accounts, and in whatever
currency denominated) and any other Indebtedness at any time owing by that Lender, the Swingline
Lender or that Issuing Bank or that subsequent holder to or for the credit or the account of a
Borrower, whether or not matured, against and on account of the due and unpaid obligations and
liabilities of such Borrower to that Lender, the Swingline Lender or that Issuing Bank or that
subsequent holder under the Credit Documents, irrespective of whether or not that Lender, the
Swingline Lender or that Issuing Bank or that subsequent holder shall have made any demand
hereunder. Each Lender, the Swingline Lender or each Issuing Bank shall promptly give notice to
the Company of any action taken by it under this Section 10.6, provided that any failure of such
Lender, the Swingline Lender or such Issuing Bank to give such notice to the Company shall not
affect the validity of such setoff. Each Lender, the Swingline Lender and each Issuing Bank agrees
with each other Lender, the Swingline Lender and each other Issuing Bank a party hereto that if
such Lender, the Swingline Lender or such Issuing Bank receives and retains any payment, whether by
setoff or application of deposit balances or otherwise, in respect of the Loans or L/C Obligations
in excess of its ratable share of payments on all such Obligations then owed to the Lenders, the
Swingline Lender and the Issuing Banks hereunder, then such Lender, the Swingline Lender or such
Issuing Bank shall purchase for cash at face value, but without recourse, ratably from each of the
other Lenders such amount of the Loans and L/C Obligations and participations therein held by each
such other Lender, Swingline Lender or Issuing Bank as shall be necessary to cause such Lender,
Swingline Lender or such Issuing Bank



75









 







to share such excess payment ratably with all the other Lenders, the Swingline Lender and the
Issuing Banks; provided, however, that if any such purchase is made by any Lender, Swingline Lender
or any Issuing Bank, and if such excess payment or part thereof is thereafter recovered from such
purchasing Lender, Swingline Lender or Issuing Bank, the related purchases from the other Lenders,
Swingline Lender or the Issuing Banks shall be rescinded ratably and the purchase price restored as
to the portion of such excess payment so recovered, but without interest.



     Section 10.7. Notices.



          (a) Except as otherwise specified herein and except as otherwise provided in Section 10.7(b),
all notices under the Credit Documents shall be in writing (including cable, telecopy or telex) and
shall be given to a party hereunder at its address, telecopier number or telex number set forth
below or such other address, telecopier number or telex number as such party may hereafter specify
by notice to the Administrative Agent and the Company, given by courier, by United States certified
or registered mail, by telegram or by other telecommunication device capable of creating a written
record of such notice and its receipt. Notices under the Credit Documents to the Lenders shall be
addressed to their respective domestic Lending Offices in the United States at the respective
addresses, telecopier or telex number, or telephone numbers set forth on their applicable
Administrative Questionnaire or, in the case of Persons becoming Lenders pursuant to Assignment
Agreements, on their applicable Assignment Agreements, and to the Company, the Administrative
Agent, the Sub-Agent, the Swingline Lender and the Issuing Banks:




	 	 	 
	To the Company:

	 	Noble Corporation

13135 South Dairy Ashford, Suite 800

Sugar Land, TX 77478

Attention: Thomas L. Mitchell, Senior Vice President and

Chief Financial Officer, Treasurer and Controller

Telephone No.: (281) 276 — 6100

Fax No.: (281) 276 — 6146
	 
	 	 
	To the Administrative Agent:

	 	Citibank, N.A.

Two Penns Way, Suite 200

New Castle, Delaware 19720

Attention: Bank Loan Syndications

Telecopy Number: (212) 994-0961

	 
	 	 
	To the Sub-Agent:

	 	Citibank International plc

4 Harbour Exchange Square

London E14 96E

United Kingdom

Attention: Agency Transaction Services

Telecopy Number: 44-208-636-3825

Attention: Agent Office

Telecopy Number: 44-208-636-3824






76









 






	 	 	 
	To Citibank as the Swingline 

Lender:

	 	Citibank, N.A.

Two Penns Way, Suite 200

New Castle, Delaware 19720

Attention: Bank Loan Syndications

Telecopy Number: (212) 994-0961

	 
	 	 
	To Citibank as an Issuing Bank:

	 	Citibank, N.A.

Two Penns Way, Suite 200

New Castle, Delaware 19720

Attention: Bank Loan Syndications

Telecopy Number: (212) 994-0961






Each such notice, request or other communication shall be effective (i) if given by telecopier,
when such telecopy is transmitted to the telecopier number specified in this Section 10.7 or
pursuant to Section 10.10 and a confirmation of receipt of such telecopy has been received by the
sender, (ii) if given by courier, when delivered, (iii) if given by mail, five (5) days after such
communication is deposited in the mail, certified or registered with return receipt requested, or
(iv) if given by any other means, when delivered at the addresses specified in this Section 10.7,
or pursuant to Section 10.10; provided that any notice given pursuant to Article 2 shall be
effective only upon receipt and, provided further, that any notice that but for this proviso would
be effective after the close of business on a Business Day or on a day that is not a Business Day
shall be effective at the opening of business on the next Business Day.



Notwithstanding the foregoing, materials required to be delivered pursuant to Section 6.6 shall be
delivered to the Administrative Agent as specified in Section 10.7(b) or as otherwise specified to
the Company by the Administrative Agent; provided that any communication that (A) relates to a
request for a new, or a conversion of an existing, Loan or other extension of credit (including any
election of an interest rate or Interest Period relating thereto), (B) relates to the payment of
any principal or other amount due under this Agreement prior to the scheduled date therefor, (C)
provides notice of any Default or Event of Default or (D) is required to be delivered to satisfy
any condition precedent to the effectiveness of any provision of this Agreement and/or any Loan,
Letter of Credit, increase of any Letter of Credit or other extension of credit hereunder, shall be
in writing (including telecopy communication) and mailed, telecopied or delivered pursuant to this
Section 10.7(a).




          (b) The Company will provide to the Administrative Agent all information, documents and other
materials that it is obligated to furnish to the Administrative Agent pursuant to the Credit
Documents, including all notices, requests, financial statements, financial and other reports,
certificates and other information materials, but excluding any such communication that (i) relates
to a request for a new, or a conversion of an existing, Loan, a new Letter of Credit, any increase
of any Letter of Credit, or other extension of credit (including any election of an interest rate
or Interest Period relating thereto), (ii) relates to the payment of any principal or other amount
due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default
or Event of Default or (iv) is required to be delivered to satisfy any condition precedent to the
effectiveness of any provision of this Agreement and/or any Loan, Letter of Credit, increase of any
Letter of Credit or other extension of credit hereunder (all such non-




77









 







excluded communications being referred to herein collectively as “Communications”), by
transmitting the Communications in an electronic/soft medium to oploanswebadmin@citigroup.com.



The Company further agrees that the Administrative Agent may make the Communications available to
the Swingline Lender, the Lenders and the Issuing Banks by posting the Communications on Intralinks
or a substantially similar electronic transmission system (the “Platform”). The Company
acknowledges that the distribution of material through an electronic medium is not necessarily
secure and that there are confidentiality and other risks associated with such distribution.



THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO
NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE
COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS
AFFILIATES OR ANY OF THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR
REPRESENTATIVES OF THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES (COLLECTIVELY, “AGENT
PARTIES”) HAVE ANY LIABILITY TO THE COMPANY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR
ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE)
ARISING OUT OF THE TRANSMISSION BY THE COMPANY, ANY OF THE AGENT PARTIES OR ANY OTHER PERSON OF
COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND
IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY
FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.



The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent
at its e-mail address set forth above shall constitute effective delivery of the Communications to
the Administrative Agent for purposes of the Credit Documents. Each of the Lenders, the Swingline
Lender and the Issuing Banks agrees that notice to it (as provided in the next sentence) specifying
that the Communications have been posted to the Platform shall constitute effective delivery of the
Communications to such Lender, Swingline Lender or Issuing Bank, as the case may be, for purposes
of the Credit Documents. Each of the Lenders, the Swingline Lender and the Issuing Banks agrees
(i) to notify the Administrative Agent in writing (including by electronic communication) from time
to time of such Lender’s, Swingline Lender’s or such Issuing Bank’s, as the case may be, e-mail
address to which the foregoing notice may be


78









 






sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail
address.



Nothing herein shall prejudice the right of the Administrative Agent, any Issuing Bank, the
Swingline Lender or any Lender to give any notice or other communication pursuant to any Credit
Document in any other manner specified in such Credit Document.




     Section 10.8. Counterparts. This Agreement may be executed in any number of
counterparts, and by the different parties on different counterpart signature pages, each of which
when executed shall be deemed an original, but all such counterparts taken together shall
constitute one and the same Agreement.



     Section 10.9. Successors and Assigns. This Agreement shall be binding upon the
Borrowers, each of the Lenders, the Issuing Banks, the Swingline Lender, the Administrative Agent,
the Other Agents, and their respective successors and assigns, and shall inure to the benefit of
the Borrowers, each of the Lenders, the Issuing Banks, the Swingline Lender, the Administrative
Agent, the Other Agents, and their respective successors and assigns, including any subsequent
holder of any Note; provided, however, no Borrower may assign any of its rights or obligations
under this Agreement or any other Credit Document without the written consent of all Lenders, the
Issuing Banks, the Swingline Lender, the Administrative Agent and the Other Agents, and the
Administrative Agent and the Other Agents may not assign any of their respective rights or
obligations under this Agreement or any Credit Document except in accordance with Article 9 and no
Lender or Issuing Bank may assign any of its rights or obligations under this Agreement or any
other Credit Document except in accordance with Section 10.10. Any Lender, the Swingline Lender or
any Issuing Bank may at any time pledge or assign all or any portion of its rights under this
Agreement and the Notes issued to it (i) to a Federal Reserve Bank to secure extensions of credit
by such Federal Reserve Bank to such Lender, Swingline Lender or Issuing Bank, or (ii) in the case
of any Lender that is a fund comprised in whole or in part of commercial loans, to a trustee for
such fund in support of such Lender’s obligations to such trustee; provided that no such pledge or
assignment shall release a Lender, Swingline Lender or Issuing Bank from any of its obligations
hereunder or substitute any such Federal Reserve Bank or such trustee for such Lender, Swingline
Lender or Issuing Bank as a party hereto and the Borrowers, the Administrative Agent, the other
Lenders, the Swingline Lender and the Issuing Banks shall continue to deal solely with such Lender,
Swingline Lender or Issuing Bank in connection with the rights and obligations of such Lender,
Swingline Lender and Issuing Bank under this Agreement.



     Section 10.10. Sales and Transfers of Borrowing and Notes; Participations in Borrowings
and Notes.



          (a) Any Lender may, without the consent of, or notice to, the Company and the Administrative
Agent, at any time sell to one or more commercial banking or other financial or lending
institutions (“Participants”) participating interests in any Commitment of such Lender hereunder,
provided that no Lender may sell any participating interests (other than in the case of affiliates
of such Lender) in any such Commitment hereunder without also selling to such Participant the
appropriate pro rata share of all such Lender’s Commitment, and provided further that no Lender
shall transfer, grant or assign any participation under which the Participant shall




79









 







have rights to vote upon or to consent to any matter to be decided by the Lenders or the
Required Lenders hereunder or under any other Credit Document or to approve any amendment to or
waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver
would (i) increase the amount of such Lender’s Commitment and such increase would affect such
Participant, (ii) reduce the principal of, or interest on, any of such Lender’s Borrowings, or any
fees or other amounts payable to such Lender hereunder and such reduction would affect such
Participant, (iii) postpone any date fixed for any scheduled payment of principal of, or interest
on, any of such Lender’s Borrowings, or any fees or other amounts payable to such Lender hereunder
and such postponement would affect such Participant, or (iv) release any collateral security for
any Obligation, except as otherwise specifically provided in any Credit Document. In the event of
any such sale by a Lender of participating interests to a Participant, such Lender’s obligations
under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender
shall remain solely responsible for the performance thereof, such Lender shall remain the holder of
any such Note for all purposes under this Agreement, the Borrowers and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement and such Lender shall retain the sole right to enforce the
obligations of the Borrowers under any Credit Document. Each Borrower agrees that if amounts
outstanding under this Agreement and the Notes shall have been declared or shall have become due
and payable in accordance with Section 7.2 or 7.3 upon the occurrence of an Event of Default, each
Participant shall be deemed to have the right of setoff in respect of its participating interest in
amounts owing under this Agreement and any Note to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this Agreement or any Note,
provided that such right of setoff shall be subject to the obligation of such Participant to share
with the Lenders, and the Lenders agree to share with such Participant, as provided in Section
10.6. Each Borrower also agrees that each Participant shall be entitled to the benefits of and
have the obligations under Sections 2.11, 2.15, 3.3 and 8.3 with respect to its participation in
the Commitments and the Borrowings outstanding from time to time, provided that no Participant
shall be entitled to receive any greater amount pursuant to such Sections than the transferor
Lender would have been entitled to receive in respect of the amount of the participation
transferred if no participation had been transferred and provided, further, that Sections 8.3(c)
and 8.6 shall apply to the transferor Lender with respect to any claim by any Participant pursuant
to Section 2.11, 2.15, 3.3 or 8.3 as fully as if such claim was made by such Lender. Anything
herein to the contrary notwithstanding, no Borrower shall, at any time, be obligated to pay to any
Lender any sum in excess of the sum such Borrower would have been obligated to pay to such Lender
hereunder if such Lender had not sold any participation in its rights and obligations under this
Agreement or any other Credit Document.




          (b) Any Lender may at any time sell to (i) any of such Lender’s affiliates or to any other
Lender or any affiliate thereof that, in each case, is a commercial banking or other financial or
lending institution not subject to Regulation T of the Board of Governors of the Federal Reserve
System, or (ii) with the prior written consent (which shall not be unreasonably withheld or
delayed) of the Administrative Agent, the Swingline Lender, the Issuing Banks and if no Event of
Default has occurred and is continuing, the Company, to one or more commercial banking or other
financial or lending institutions not subject to Regulation T of the Board of Governors of the
Federal Reserve System (any of (i) or (ii), a “Purchasing Lender”), all or any part of its rights
and obligations under this Agreement and the other Credit Documents, pursuant




80









 







to an Assignment Agreement in the form attached as Exhibit 10.10, executed by such
Purchasing Lender and such transferor Lender (and, in the case of a Purchasing Lender which is not
then a Lender or an affiliate thereof, by the Company and the Administrative Agent) and delivered
to the Administrative Agent; provided that each such sale to a Purchasing Lender (other than an
existing Lender) shall be in the Dollar Equivalent amount of $5,000,000 or more, or if in a lesser
amount or if as a result of such sale the sum of the unfunded Commitment of such Lender plus the
aggregate principal amount of such Lender’s Loans and participations in Letters of Credits would be
less than the Dollar Equivalent amount of $5,000,000 (calculated as hereinafter set forth), such
sale shall be of all of such Lender’s rights and obligations under this Agreement and all of the
other Credit Documents payable to it to one Purchasing Lender. Notwithstanding the requirement of
the Company’s consent set forth above, but subject to all of the other terms and conditions of this
Section 10.10(b), any Lender may sell to one or more commercial banking or other financial or
lending institutions not subject to Regulation T of the Board of Governors of the Federal Reserve
System, all or any part of their rights and obligations under this Agreement and the other Credit
Documents with only the consent of the Administrative Agent and the Issuing Banks (which shall not
be unreasonably withheld or delayed) if an Event of Default shall have occurred and be continuing.
Upon such execution, delivery and acceptance, from and after the effective date of the transfer
determined pursuant to such Assignment Agreement, (x) the Purchasing Lender thereunder shall be a
party hereto and, to the extent provided in such Assignment Agreement, have the rights and
obligations of a Lender hereunder with a Commitment as set forth herein and (y) the transferor
Lender thereunder shall, to the extent provided in such Assignment Agreement, be released from its
obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the
remaining portion of a transferor Lender’s rights and obligations under this Agreement, such
transferor Lender shall cease to be a party hereto). Such Assignment Agreement shall be deemed to
amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of
such Purchasing Lender and the resulting adjustment of Commitments and Percentages arising from the
purchase by such Purchasing Lender of all or a portion of the rights and obligations of such
transferor Lender under this Agreement, the Notes and the other Credit Documents. On or prior to
the effective date of the transfer determined pursuant to such Assignment Agreement, the applicable
Borrower, at its own expense, shall upon reasonable notice from the Administrative Agent execute
and deliver to the Administrative Agent in exchange for any surrendered Note, a new Note as
appropriate to the order of such Purchasing Lender in an amount equal to the Commitments assumed by
it pursuant to such Assignment Agreement, and, if the transferor Lender has retained a Commitment
or Borrowing hereunder, a new Note to the order of the transferor Lender in an amount equal to the
Commitments or Borrowings retained by it hereunder. Such new Notes shall be dated the Initial
Availability Date and shall otherwise be in the form of the Notes replaced thereby. The Notes
surrendered by the transferor Lender shall be returned by the Administrative Agent to the Company
marked “cancelled.”




          (c) Upon its receipt of an Assignment Agreement executed by a transferor Lender and a
Purchasing Lender (and, in the case of a Purchasing Lender that is not then a Lender or an
affiliate thereof, by the Administrative Agent and, to the extent required by Section 10.10(b), by
the Company), together with payment by the transferor Lender to the Administrative Agent hereunder
of a registration and processing fee of $3,500 (unless the Company is replacing such Lender
pursuant to the terms hereof, in which event such fee shall be paid by the Company), the
Administrative Agent shall (i) promptly accept such Assignment




81









 







Agreement, and (ii) on the effective date of the transfer determined pursuant thereto give
notice of such acceptance and recordation to the Lenders and the Company. The Company shall not be
responsible for such registration and processing fee or any costs or expenses incurred by any
Lender, any Purchasing Lender or the Administrative Agent in connection with such assignment except
as provided above.




          (d) If, pursuant to this Section 10.10 any interest in this Agreement or any Loan or Note is
transferred to any transferee which is organized under the laws of any jurisdiction other than the
United States of America or any State thereof, the transferor Lender shall cause such transferee,
concurrently with the effectiveness of such transfer, (i) to represent to the transferor Lender
(for the benefit of the transferor Lender, the Administrative Agent and the Company) that under
applicable law and treaties no taxes will be required to be withheld by the Administrative Agent,
any Borrower or the transferor Lender with respect to any payments to be made to such transferee in
respect of the Loans or the L/C Obligations, (ii) to furnish to the transferor Lender (and, in the
case of any Purchasing Lender, the Administrative Agent and the Company) two duly completed and
signed copies of either U.S. Internal Revenue Service Form W-8BEN or U.S. Internal Revenue Service
Form W-8ECI or such successor forms as shall be adopted from time to time by the relevant United
States taxing authorities (wherein such transferee claims entitlement to complete exemption from
U.S. federal withholding tax on all interest payments hereunder), and (iii) to agree (for the
benefit of the transferor Lender, the Administrative Agent and the Company) to provide the
transferor Lender (and, in the case of any Purchasing Lender, the Administrative Agent and the
Company) new forms as contemplated by Section 3.3(b) upon the expiration or obsolescence of any
previously delivered form and comparable statements in accordance with applicable U.S. laws and
regulations and amendments duly executed and completed by such transferee, and to comply from time
to time with all applicable U.S. laws and regulations with regard to such withholding tax
exemption.




          (e) Notwithstanding any other provisions of this Section 10.10, no transfer or assignment of
the interests of any Lender hereunder or any grant of participations therein shall be permitted if
such transfer, assignment or grant would require any Borrower to file a registration statement with
the SEC or to qualify the Loans, the Notes or any other Obligations under the securities laws of
any jurisdiction.




     Section 10.11. Amendments, Waivers and Consents. Any provision of the Credit
Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is
signed by (a) the Company, (b) the Required Lenders, and (c) if the rights or duties of the
Administrative Agent, the Other Agents, the Swingline Lender or any Issuing Bank are affected
thereby, the Administrative Agent, the Other Agents, the Swingline Lender or such Issuing Bank, as
the case may be, provided that:




          (i) no amendment or waiver shall (A) (other than in accordance with Section 2.14)
increase the Revolving Credit Commitment Amount without the consent of all Lenders or
increase any Commitment of any Lender without the consent of such Lender, or (B) (other than
in accordance with Section 2.16) postpone the Commitment Termination Date or Maturity Date
without the consent of all Lenders, or reduce the amount of or postpone the date for any
scheduled payment of any principal of or interest (including, without limitation, any
reduction in the rate of interest unless such reduction



82









 







is otherwise provided herein) on any Loan or Reimbursement Obligation or of any fee
payable hereunder, without the consent of each Lender owed any such Obligation, or (C)
release any Collateral for any Collateralized Obligations (other than as provided in
accordance with Section 7.4) without the consent of all Lenders, (D) release the NDC
Guaranty (except as expressly provided for therein), during any period that there is a
Designated Borrower, release the Company Guaranty (except as expressly provided for
therein), or modify the provisions of Article 4 hereof without the consent of all Lenders,
(E) change any provision requiring ratable funding or sharing of payments without the
consent of all Lenders or (F) amend or waive this Section 10.11, the definition herein of
“Required Lenders” or the number of Lenders required to take any action under any other
provision of the Credit Documents without the consent of all Lenders; and




          (ii) no amendment or waiver shall, unless signed by each Lender, change the provisions
of this Section 10.11 or the definition of Required Lenders or the number of Lenders
required to take any action under any other provision of the Credit Documents.



     Section 10.12. Headings. Section headings used in this Agreement are for reference
only and shall not affect the construction of this Agreement.



     Section 10.13. Legal Fees, Other Costs and Indemnification. The Company, upon demand
by the Administrative Agent, agrees to pay all reasonable out-of-pocket costs and expenses of the
Administrative Agent (including, without limitation, the reasonable fees and disbursements of legal
counsel to the Administrative Agent) in connection with the preparation and execution of the Credit
Documents (not to exceed such amount previously agreed to by the Administrative Agent), and any
amendment, waiver or consent related thereto, whether or not the transactions contemplated therein
are consummated. The Company further agrees to indemnify and hold harmless each Lender, Issuing
Bank, the Swingline Lender, the Administrative Agent, the Other Agents, and their respective
directors, officers, employees and attorneys (collectively, the “Indemnified Parties”), against all
losses, claims, damages, penalties, judgments, liabilities and expenses (including, without
limitation, all reasonable attorneys’ fees and other reasonable expenses of litigation or
preparation therefor, whether or not such Indemnified Party is a party thereto) which any of them
may pay or incur as a result of (a) any action, suit or proceeding by any third party or
Governmental Authority against such Indemnified Party and relating to any Credit Document, the
Loans, any Letter of Credit, or the application or proposed application by any of a Borrower of the
proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS
ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE
INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b)
any investigation of any third party or any Governmental Authority involving any Lender (as a
lender hereunder), any Issuing Bank, the Swingline Lender or the Administrative Agent or the Other
Agents (in such capacity hereunder) and related to any use made or proposed to be made by a
Borrower of the proceeds of any Loan, or use of any Letter of Credit or any transaction financed or
to be financed in whole or in part, directly or indirectly with the proceeds of any Loan or Letter
of Credit, and (c) any investigation of any third party or any Governmental Authority, litigation
or proceeding involving any Lender (as a lender hereunder), the Swingline Lender (as a swingline
lender



83









 







hereunder), any Issuing Bank (as an issuer of Letters of Credit hereunder) or the
Administrative Agent or the Other Agents (in such capacity hereunder) and related to any
environmental cleanup, audit, compliance or other matter relating to any Environmental Law or the
presence of any Hazardous Material (including, without limitation, any losses, liabilities,
damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with
respect to the Company, regardless of whether caused by, or within the control of, the Company;
provided, however, that the Company shall not be obligated to indemnify any Indemnified Party for
any of the foregoing arising out of such Indemnified Party’s gross negligence, willful misconduct,
violation of law or willful breach of its obligations hereunder, as determined pursuant to a
judgment of a court of competent jurisdiction or as expressly agreed in writing by such Indemnified
Party. The Company, upon demand by the Administrative Agent, the Other Agents, a Lender, the
Swingline Lender or a Issuing Bank at any time, shall reimburse such Agent, Lender, Swingline
Lender or Issuing Bank for any reasonable legal or other expenses incurred in connection with
investigating or defending against any of the foregoing, except if the same is excluded from
indemnification pursuant to the provisions of the preceding sentence. Each Indemnified Party
agrees to contest any indemnified claim if requested by the Company, in a manner reasonably
directed by the Company, with counsel selected by the Indemnified Party and approved by the
Company, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that
proposes or intends to settle or compromise any such indemnified claim shall give the Company
written notice of the terms of such settlement or compromise reasonably in advance of settling or
compromising such claim or proceeding and shall obtain the Company’s prior written consent thereto,
which consent shall not be unreasonably withheld or delayed; provided that the Indemnified Party
shall not be restricted from settling or compromising any such claim if (i) the Indemnified Party
waives its right to indemnity from the Company in respect of such claim and such settlement or
compromise does not materially increase the Company’s liability pursuant to this Section 10.13 to
any related party of such Indemnified Party, (ii) an Event of Default as described in Section
7.1(a), (b) (as a result of a default under Section 6.16), (f) or (g) or has occurred and is
continuing or (iii) the Indemnified Party reasonably believes the Company will not be able to
satisfy the full amount of such claim and the Company has failed to provide sufficient collateral
to the Indemnified Party to secure the value of such claim.



     Section 10.14. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.



     (A) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AND THE RIGHTS AND DUTIES OF THE PARTIES
THERETO, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK.



     (B) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO AGREE THAT ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE OTHER AGENTS, THE LENDERS, THE ISSUING BANKS,
OR A CREDIT PARTY MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK SITTING IN
THE BOROUGH OF MANHATTAN OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN



84









 







DISTRICT OF NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH CREDIT PARTY
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY
SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH CREDIT PARTY HEREBY IRREVOCABLY DESIGNATES CT
CORPORATION SYSTEM, 111 8TH AVENUE, NEW YORK, NEW YORK 10011, AS THE DESIGNEE, APPOINTEE AND AGENT
OF SUCH CREDIT PARTY TO RECEIVE, FOR AND ON BEHALF OF SUCH PERSON, SERVICE OF PROCESS IN SUCH
JURISDICTION IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT HERETO. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, EACH CREDIT PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS, BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH CREDIT PARTY HEREBY EXPRESSLY
AND IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE
OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY CREDIT PARTY HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH CREDIT PARTY HEREBY IRREVOCABLY WAIVES TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS.



     (C) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR
UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION
WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT
AND NOT BEFORE A JURY.



     (D) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER
PROVIDED FOR NOTICES IN SECTION 10.7. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY
TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



85









 





     (E) EACH OF THE CREDIT PARTIES, THE ADMINISTRATIVE AGENT, THE ISSUING BANKS, THE SWINGLINE
LENDER AND THE LENDERS 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 10.14 OR OTHERWISE RELATING TO THE CREDIT DOCUMENTS ANY PUNITIVE
DAMAGES.



     Section 10.15. Confidentiality. Each of the Agents, the Issuing Banks, the Swingline
Lender and Lenders agree to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (i) to their respective affiliates and to prospective
Purchasing Lenders and Participants and their respective directors, officers, employees and agents,
including accountants, legal counsel and other advisors who have reason to use such Information in
connection with the evaluation of the transactions contemplated by this Agreement (subject to
similar confidentiality provisions as provided herein) solely for purposes of evaluating such
Information, (ii) to the extent requested by any regulatory authority, (iii) to the extent required
by applicable law or regulation or by any subpoena or similar legal process, (iv) in connection
with the exercise of any remedies hereunder or any proceedings relating to this Agreement or the
other Credit Documents, (v) with the consent of the Company, or (vi) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this Section 10.15, or (y)
becomes available on a non-confidential basis from a source other than the Company or its
affiliates, or the Lenders or their respective affiliates, excluding any Information from such
source which, to the actual knowledge of the Agent, Issuing Bank, the Swingline Lender or Lender
receiving such Information, has been disclosed by such source in violation of a duty of
confidentiality to the Company. For purposes hereof, “Information” means all information received
by the Lenders, the Swingline Lenders or the Issuing Banks from the Company relating to the Company
or its business, other than any such information that is available to the Lenders, the Swingline
Lender or the Issuing Banks on a non-confidential basis prior to disclosure by the Company,
excluding any Information from a source which, to the actual knowledge of the Agent, Issuing Bank,
Swingline Lender or Lender receiving such Information, has been disclosed by such source in
violation of a duty of confidentiality to the Company. The Agents, the Issuing Banks, the
Swingline Lender and the Lenders shall be considered to have complied with their respective
obligations if they have exercised the same degree of care to maintain the confidentiality of such
Information as they would accord their own confidential information.



     Section 10.16. Effectiveness. This Agreement shall become effective on the date (the
“Effective Date”) on which the Company, the Administrative Agent, the Swingline Lender and each
Lender have signed and delivered to the Administrative Agent a counterparty signature page hereto
(including by facsimile or other electronic means) or the Administrative Agent has received a
facsimile notice that such a counterpart has been signed and mailed to the Administrative Agent.



     Section 10.17. Severability. Any provision of this Agreement that 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



86









 







such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     Section 10.18. Currency Conversion. All payments of Obligations under this Agreement,
the Notes or any other Credit Document shall be made in U.S. Dollars, except for Loans funded, or
Reimbursement Obligations with respect to Letters of Credit issued, in Euros, Pounds, Australian
Dollars, Canadian Dollars, Singapore Dollars or Kroner, which shall be repaid, including interest
thereon, in the applicable currency. If any payment of any Obligation, whether through payment by
any Credit Party or the proceeds of any collateral, shall be made in a currency other than the
currency required hereunder, such amount shall be converted into the currency required hereunder at
the rate determined by the Administrative Agent or Issuing Bank, as applicable, as the rate quoted
by it in accordance with methods customarily used by such Person for such or similar purposes as
the spot rate for the purchase by such Person of the required currency with the currency of actual
payment through its principal foreign exchange trading office (including, in the case of the
Administrative Agent, the Sub-Agent) at approximately 11:00 A.M. (local time at such office) two
Business Days prior to the effective date of such conversion, provided that the Administrative
Agent or Issuing Bank, as applicable, may obtain such spot rate from another financial institution
actively engaged in foreign currency exchange if the Administrative Agent or Issuing Bank, as
applicable, does not then have a spot rate for the required currency. The parties hereto hereby
agree, to the fullest extent that they may effectively do so under applicable law, that (i) if for
the purposes of obtaining any judgment or award it becomes necessary to convert from any currency
other than the currency required hereunder into the currency required hereunder any amount in
connection with the Obligations, then the conversion shall be made as provided above on the
Business Day before the day on which the judgment or award is given, (ii) in the event that there
is a change in the applicable conversion rate prevailing between the Business Day before the day on
which the judgment or award is given and the date of payment, the Company will pay (or cause the
applicable Designated Borrower to pay) to the Administrative Agent, for the benefit of the Lenders,
such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of
the Lenders, will pay to the applicable Borrower such excess amounts (if any) as result from such
change in the rate of exchange, to assure that the amount paid on such date is the amount in such
other currency, which when converted at the conversion rate described herein on the date of
payment, is the amount then due in the currency required hereunder, and (iii) any amount due from a
Borrower under this Section 10.18 shall be due as a separate debt and shall not be affected by
judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties
affirm and agree that neither the fixing of the conversion rate of Pounds or Kroners against the
Euro as a single currency, in accordance with the applicable treaties establishing the European
Economic Community and the European Union, as the case may be, in each case, as amended from time
to time, nor the conversion of the Obligations under this Agreement from Pounds or Kroners into
Euros will be a reason for early termination or revision of this Agreement or prepayment of any
amount due under this Agreement or create any liability of any party towards any other party for
any direct or consequential loss arising from any of these events. As of the date that Pounds or
Kroners are no longer the lawful currency of the United Kingdom or Norway, as the case may be, all
funding and payment Obligations to be made in such affected currency under this Agreement shall be
satisfied in Euros. If, in relation to the currency of any member state of the European Union that
adopts the Euro as its lawful currency, the basis of accrual of interest expressed in this
Agreement in respect of that currency



87









 







shall be inconsistent with any convention or practice in the London interbank market for the
basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such
convention or practice with effect from the date on which such member state adopts the Euro as its
lawful currency; provided that if any Borrowing in the currency of such member state is outstanding
immediately prior to such date, such replacement shall take effect, with respect to such Borrowing,
at the end of the then current Interest Period.



     Section 10.19. Exchange Rates.



          (a) Determination of Exchange Rates. Not later than 2:00 P.M. (London time) on each
Calculation Date, if any L/C Obligations are outstanding on such date in a currency other than U.S.
Dollars, the applicable Issuing Bank shall determine the Exchange Rate as of such Calculation Date
for all such L/C Obligations outstanding as of such date with respect to all Letters of Credit
issued by such Issuing Bank or its affiliates (the “Issuing Bank Exchange Rate”) and give prompt
notice thereof to the Administrative Agent. No later than 4:00 P.M. (London time) on each such
Calculation Date, (i) the Administrative Agent shall (i) determine the Exchange Rate (other than
the Issuing Bank Exchange Rate, if applicable) as of such Calculation Date with respect to Euros,
Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars and Kroner, and (ii) give notice
thereof, together with notice of the applicable Issuing Bank Exchange Rate, if applicable, to the
Lenders and the Company. The Exchange Rates so determined shall become effective on the first
Business Day immediately following the relevant Calculation Date (a “Reset Date”), shall remain
effective until the next succeeding Reset Date, and shall for all purposes of this Agreement (other
than Section 10.18 or any other provision expressly requiring the use of a current Exchange Rate)
be the Exchange Rates employed in determining the Dollar Equivalent of any amounts of Euros,
Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars or Kroner. Notwithstanding
anything contained herein to the contrary, if any Issuing Bank fails to timely deliver notice of
its Issuing Bank Exchange Rate to the Administrative Agent pursuant to the provisions of this
Section 10.19, the Administrative Agent may determine such rate in accordance with the definition
of Exchange Rate and shall have no liability to such Issuing Bank for such determination.




          (b) Notice of Foreign Currency Loans and Letters of Credit. Not later than 2:00 P.M.
(London time) on each Reset Date and each date on which Loans and/or Letters of Credit denominated
in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars and/or Kroner are made or
issued, if any such L/C Obligations are outstanding on such date, the applicable Issuing Bank shall
determine its Issuing Bank Exchange Rate as of such date, if applicable, and give prompt notice
thereof to the Administrative Agent. Not later than 5:00 P.M. (New York time) on each Reset Date
and each date on which Loans and/or Letters of Credit denominated in Euros, Pounds, Australian
Dollars, Canadian Dollars, Singapore Dollars and/or Kroner are made or issued, the Administrative
Agent shall (i) determine the Dollar Equivalent of the aggregate principal amounts of the Loans and
L/C Obligations denominated in such currencies (after giving effect to any Loans and/or Letters of
Credit denominated in such currencies being made, issued, repaid, or cancelled or reduced on such
date), (ii) notify the Lenders and the Company of the results of such determination and (iii)
notify the Issuing Bank, if applicable, that the conditions to issuance set forth in Section
2.12(a) are satisfied.




88









 








     Section 10.20. Change in Accounting Principles, Fiscal Year or Tax Laws. If (i) any
change in accounting principles from those used in the preparation of the financial statements of
the Company referred to in Section 5.9 is hereafter occasioned by the promulgation of rules,
regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board
or the American Institute of Certified Public Accounts (or successors thereto or agencies with
similar functions), and such change materially affects the calculation of any component of any
financial covenant, standard or term found in this Agreement, or (ii) there is a material change in
federal, state or foreign tax laws which materially affects any of the Company and its
Subsidiaries’ ability to comply with the financial covenants, standards or terms found in this
Agreement, the Company and the Lenders agree to enter into negotiations in order to amend such
provisions (with the agreement of the Required Lenders or, if required by Section 10.11, all of the
Lenders) so as to equitably reflect such changes with the desired result that the criteria for
evaluating any of the Company’s and its Subsidiaries’ financial condition shall be the same after
such changes as if such changes had not been made. Unless and until such provisions have been so
amended, the provisions of this Agreement shall govern.



     Section 10.21. Final Agreement. The Credit Documents constitute the entire
understanding among the Credit Parties, the Lenders, the Swingline Lender, the Issuing Banks, and
the Administrative Agent and supersede all earlier or contemporaneous agreements, whether written
or oral, concerning the subject matter of the Credit Documents. THIS WRITTEN AGREEMENT TOGETHER
WITH THE OTHER CREDIT DOCUMENTS REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



     Section 10.22. Officer’s Certificates. It is not intended that any certificate of any
officer or director of any Credit Party delivered to the Administrative Agent or any Lender
pursuant to this Agreement shall give rise to any personal liability on the part of such officer or
director.



     Section 10.23. Effect of Inclusion of Exceptions. It is not intended that the
specification of any exception to any covenant herein shall imply that the excepted matter would,
but for such exception, be prohibited or required.



     Section 10.24. Margin Stock. Each of the Lenders, the Swingline Lender and Issuing
Banks hereby represents to the other Lenders, Swingline Lender and Issuing Banks that it is not
relying on margin stock as collateral in extending or maintaining any Loan or Letter of Credit.



     Section 10.25. Patriot Act Notice. Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the Borrowers and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify
each Borrower in accordance with the Patriot Act. Each Borrower shall provide, to the extent
commercially reasonable, such information and take such actions as are reasonably requested by the
Administrative Agent or any Lenders in order to assist the Administrative Agent and the Lenders in
maintaining compliance with the Patriot Act.




89









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	NOBLE CORPORATION,

As Borrower

 	 
	 	By:  	/s/ THOMAS L. MITCHELL
 	 
	 	 	Thomas L. Mitchell 	 
	 	 	Senior Vice President and
Chief Financial Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A.,

as Administrative Agent and a Lender

 	 
	 	By:  	/s/ ROBERT MALLECK
 	 
	 	 	Name:  	Robert Malleck 	 
	 	 	Title:  	VP 	 
	 



	 	 	 	 	 
	COMMITMENT AMOUNT:

	 	$	87,500,000	 
	 
	 	 	 	 
	PERCENTAGE:

	 	 	14.5833333334	%






 









 






	 	 	 	 	 
	 	SUNTRUST BANK,

as Syndication Agent and a Lender

 	 
	 	By:  	/s/ SEAN ROCHE
 	 
	 	 	Name:  	Sean Roche 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	COMMITMENT AMOUNT:

	 	$	87,500,000	 
	 
	 	 	 	 
	PERCENTAGE:

	 	 	14.5833333333	%






 









 






	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD., HOUSTON AGENCY,

as Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ KELTON GLASSCOCK
 	 
	 	 	Name:  	Kelton Glasscock 	 
	 	 	Title:  	Vice President & Manager 	 
	 



	 	 	 	 	 
	COMMITMENT AMOUNT:

	 	$	75,000,000	 
	 
	 	 	 	 
	PERCENTAGE:

	 	 	12.5000000000	%






 









 






	 	 	 	 	 
	 	FORTIS CAPITAL CORP.,

as Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ DOUGLAS RIAHI
 	 
	 	 	Name:  	Douglas Riahi 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                         /s/ CARL RASMUSSEN
 	 
	 	 	Name:  	Carl Rasmussen 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	COMMITMENT AMOUNT:

	 	$	75,000,000	 
	 
	 	 	 	 
	PERCENTAGE:

	 	 	12.5000000000	%






 









 






	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

as Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ MICHAEL JANAK
 	 
	 	 	Name:  	Michael Janak 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	COMMITMENT AMOUNT:
	 	$	75,000,000	 
	 
	 	 	 	 
	PERCENTAGE:
	 	 	12.5000000000	%






 









 






	 	 	 	 	 
	 	DNB NOR BANK ASA,

as a Lender

 	 
	 	By:  	/s/ BARBARA GRONQUIST
 	 
	 	 	Name:  	Barbara Gronquist 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                                         /s/ NIKOLAI A. NACHAMKIN
 	 
	 	 	Name:  	Nikolai A. Nachamkin 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	COMMITMENT AMOUNT:

	 	$	50,000,000	 
	 
	 	 	 	 
	PERCENTAGE:

	 	 	8.3333333333	%






 









 






	 	 	 	 	 
	 	HSBC BANK USA,

NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	                                         /s/ RICHARD J. WARD
 	 
	 	 	Name:  	Richard J. Ward 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	COMMITMENT AMOUNT:

	 	$	50,000,000	 
	 
	 	 	 	 
	PERCENTAGE:

	 	 	8.3333333333	%






 









 






	 	 	 	 	 
	 	WILLIAMS STREET COMMITMENT 

CORPORATION,

as a Lender

 	 
	 	By:  	/s/ MARK WALTON
 	 
	 	 	Name:  	Mark Walton 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	COMMITMENT AMOUNT:

	 	$	50,000,000	 
	 
	 	 	 	 
	PERCENTAGE:

	 	 	8.3333333333	%






 









 






	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ C. ROSS BARTLEY
 	 
	 	 	Name:  	C. Ross Bartley 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	COMMITMENT AMOUNT:

	 	$	25,000,000	 
	 
	 	 	 	 
	PERCENTAGE:

	 	 	4.1666666667	%






 









 






	 	 	 	 	 
	 	BARCLAYS BANK PLC,

as a Lender

 	 
	 	By:  	/s/ NICHOLAS A. BELL
 	 
	 	 	Name:  	Nicholas A. Bell 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	COMMITMENT AMOUNT:

	 	$	25,000,000	 
	 
	 	 	 	 
	PERCENTAGE:

	 	 	4.16666666667	%







 









 





EXHIBIT 1.1




GUARANTY AGREEMENT




          THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of March 15, 2007 is made by Noble
Drilling Corporation, a Delaware corporation (the “Guarantor”), in favor of (i) the Lenders (as
defined in the Credit Agreement) (as hereinafter defined), (ii) Citibank, N.A., in its capacity as
Administrative Agent (as defined in the Credit Agreement), (iii) Citibank, N.A., in its capacity as
the Swingline Lender (as defined in the Credit Agreement), (iv) Other Agents (as defined in the
Credit Agreement) and (v) the Issuing Banks (as defined in the Credit Agreement) (the Lenders, the
Administrative Agent, the Other Agents, the Swingline Lender and the Issuing Banks are each
individually referred to herein as a “Guaranteed Party”, and collectively, as the “Guaranteed
Parties”);




WITNESSETH:




          WHEREAS, Noble Corporation, a Cayman Islands exempted company limited by shares (the
“Company”), the Lenders, the Administrative Agent, the Swingline Lender and the Issuing Banks are
parties to 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, 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, consummation of the transactions pursuant to the Credit Agreement have facilitated
expansion and enhanced the overall financial strength and stability of the Company’s entire
corporate group, including the Guarantor; and




          WHEREAS, it is a requirement under Section 4.1(a) of the Credit Agreement, as a condition to
Loans and Letters of Credit, that the Guarantor execute and deliver this Guaranty, and the
Guarantor desires to execute and deliver this Guaranty to satisfy such requirement;




          NOW, THEREFORE, in consideration of the premises and in order to satisfy the requirements of
the Credit Agreement, and for other good and valuable consideration, the Guarantor hereby agrees as
follows:




          SECTION 1. Guaranty. 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 Lender, 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, indemnities, reimbursement obligations
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 Person 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. 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 or additional
guaranty for the Guaranteed Obligations, or any sale, exchange, release or surrender of, or
realization on, any security or guaranty 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;



-2-









 






     (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to the Guarantor, the Company or any other
Person, 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, without limitation, 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, without limitation, 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

-3-









 








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) 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 shall have been irrevocably terminated, the Guaranteed Parties will, at Guarantor’s
request, execute and deliver to Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to Guarantor of an
interest in the Guaranteed Obligations resulting from such payment by 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 Party 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 Party has 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 Party to the Guarantor, whether or
not related to this Guaranty or any transaction hereunder.




-4-









 








          SECTION 10. Continuing Guaranty; Transfer Of Obligations. This Guaranty is a
continuing guaranty and shall (i) remain in full force and effect, until payment in full of the
Guaranteed Obligations all other amounts payable under this Guaranty, irrevocable termination of
all Letters of Credit and 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 THE COURTS OF THE STATE OF NEW YORK 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,
111 8TH AVENUE, NEW YORK, NEW YORK 10011, 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


-5-









 







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. [Reserved].




          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


-6-









 







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, 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


-7-









 







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 between 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 and Subrogation. 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.




          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 any of 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 to
each Guaranteed Party that all representations and warranties relating to it or any of its
Subsidiaries contained in Article 5 of the Credit Agreement are true and correct in all material
respects.




          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, 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


-8-









 







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. 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, including Indebtedness of the Guarantor, is equal to or less than the
Subsidiary Debt Basket Amount, (ii) no Senior NDC Notes are outstanding and (iii) 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.




[Signatures begin on the next page]




-9-









 








          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:

13135 South Dairy Ashford 	NOBLE DRILLING CORPORATION

 	 
	Suite 800
 	By:  	

 	 
	Sugar Land, TX 77478 	 	Thomas L. Mitchell 	 
	 	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 	CITIBANK, N.A.

(“Administrative Agent”)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	SECTION 16 OF THE

FOREGOING GUARANTY

ACKNOWLEDGED AND

AGREED TO:



NOBLE CORPORATION

 	 	 
	By:  	 	 	 
	 	Thomas L. Mitchell 	 	 
	 	Senior Vice President and Chief Financial Officer 	 	 
	 




-10-









 





EXHIBIT 2.3




BORROWING REQUEST




                    ,      




Citibank, N.A., as

Administrative Agent

Two Penns Way, Suite 200

New Castle, Delaware 19720

Attention:                     

Telecopy Number: 212-994-0961




Citibank International plc,

As Sub-Agent

4 Harbour Exchange Square

London E14 96E

United Kingdom

Attention: Agency Transaction Services

Telecopy Number: 44-208-636-3825





				
	 	Re:	 	Revolving Credit Agreement dated as of March 15, 2007, among NOBLE CORPORATION
(the “Company”), a Cayman Islands exempted company limited by shares, the lenders from
time to time parties hereto (each a “Lender” and collectively, the “Lenders”),
CITIBANK, N.A. (“Citi”), as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”) and others.





     This Borrowing Request is delivered to you pursuant to Section 2.3 of the Credit Agreement.
Capitalized terms used in this Borrowing Request that are defined in the Credit Agreement are used
herein with the respective meanings specified for such capitalized terms in the Credit Agreement.




	I.	 	NEW BORROWINGS






The Company hereby gives you notice pursuant to Section 2.3 of the Credit Agreement that it
requests a Borrowing under the Credit Agreement, and in that connection sets forth below the
terms on which such Borrowing is requested to be made:



 









 





	 	 	 	 	 	 	 
	     
	 	(A)	 	Type1	 	                                        
	 
	 	 	 	 	 	 
	     
	 	(B)	 	Date of Borrowing	 	 
	 
	 	 	 	(which must be a Business Day)	 	                                        
	 
	 	 	 	 	 	 
	     
	 	(C)	 	Funds are requested to be disbursed to the [Company]2 at:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	           Bank Name:	 	                                        
	 
	 	 	 	 	 	 
	 
	 	 	 	          Bank Address:	 	                                        
	 
	 	 	 	 	 	 
	 
	 	 	 	          Account Number:	 	                                        
	 
	 	 	 	 	 	 
	     
	 	(D)	 	Principal Amount of Borrowing3	 	                                        
	 
	 	 	 	 	 	 
	     
	 	(E)	 	Interest Period4	 	                                        







	II.	 	CONTINUATIONS AND CONVERSIONS OF BORROWINGS






The Company requests the following outstanding Borrowing comprised of Eurocurrency Loans be
continued or converted to Borrowing(s) comprised of Base Rate Loans, as follows:



	 	 	 	 	 	 	 
	     
	 	(A)	 	Expiration date of current Interest Period	 	                                        
	 
	 	 	 	 	 	 
	     
	 	(B)	 	Aggregate amount of outstanding Borrowing	 	                                        
	 
	 	 	 	 	 	 
	     
	 	(C)	 	Aggregate amount to be converted to Base Rate Loans	 	                                        
	 
	 	 	 	 	 	 
	     
	 	(D)	 	Aggregate amount to be continued as Eurocurrency Loans5	 	                                        








 




			
	1	 	Specify whether Eurocurrency Borrowing or
Base Rate Borrowing and the applicable currency.
	 
	2	 	Following designation of Designated
Borrower, specify Designated Borrower if desired.
	 
	3	 	Not less than $1,000,000 (for Base Rate
Borrowing) or the Dollar Equivalent of $5,000,000 (for Eurocurrency Borrowing),
as the case may be, and in an integral multiple of the Borrowing Multiple and
in accordance with the Foreign Currency Sublimit in Section 2.1.
	 
	4	 	Which shall be subject to Section 2.4 of the Credit
Agreement and end not later than the Commitment Termination Date.




-2-









 










	 	 	 	 	 	 	 
	     
	 	(E)	 	Interest Period6	 	                                        






The Company requests the following outstanding Borrowing comprised of Base Rate Loans be
converted to a Borrowing comprised of Eurocurrency Loans, as follows:



	 	 	 	 	 	 	 
	     
	 	(A)	 	Date of Conversion	 	                                        
	 
	 	 	 	 	 	 
	     
	 	(B)	 	Aggregate amount to be converted to Eurocurrency Loans	 	                                        
	 
	 	 	 	 	 	 
	     
	 	(C)	 	Interest Period6	 	                                        






     The Company hereby represents and warrants to the Lenders that, as of the date of this
Borrowing Request and after giving effect to any new Borrowings being requested under Section I
hereof, no Default or Event of Default exists or would exist under the terms of the Credit
Agreement.



	 	 	 	 	 
	 	NOBLE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	5	 	Not less than $1,000,000 (for Base Rate Borrowing) or $5,000,000 (for
Eurocurrency Borrowing), as the case may be, and in an integral multiple of the Borrowing Multiple
and in accordance with the Foreign Currency Sublimit in Section 2.1.
	 
	6	 	Which shall be subject to Section 2.4 of the Credit Agreement and end not later
than the Commitment Termination Date.






-3-









 





EXHIBIT 2.8A




REVOLVING NOTE




(Master Note)




	 	 	 
	U.S.$                                        

	 	                    ,            






     FOR VALUE RECEIVED, the undersigned [NOBLE CORPORATION, a Cayman Islands exempted company
limited by shares] [DESIGNATED BORROWER] (the “Borrower”), unconditionally promises to pay to the
order of                      (herein, together with any subsequent holder hereof, referred to as the
“Lender”) for the account of its applicable Lending Office, at the payment office of the
Administrative Agent (as hereinafter defined) on or before the Commitment Termination Date (as
defined in the Credit Agreement hereinafter described) the principal sum of                      DOLLARS (U.S.$                    ) or, if less, the aggregate unpaid principal amount of all Revolving Loans
made by the Lender to the Borrower pursuant to the Credit Agreement, together with interest accrued
thereon, in each case as provided in the Credit Agreement. The Borrower agrees to make payments
and any required prepayments of principal on the dates and in the amounts specified in the Credit
Agreement in strict accordance with the terms thereof. The Borrower likewise agrees to pay
interest on the outstanding principal amount hereof, at such interest rates, payable at such times,
and computed in such manner, as are specified in the Credit Agreement in strict accordance with the
terms thereof. All remaining principal and accrued interest then outstanding under this Note shall
be due and payable in full on the Commitment Termination Date. All payments of principal and
interest hereunder in respect of each Revolving Loan shall be made in immediately available funds
in the respective currency in which principal and interest on such Revolving Loan are payable as
provided in the Credit Agreement.



     The Lender shall record all Revolving Loans made by the Lender to the Borrower pursuant to the
Credit Agreement, and all payments of principal thereof, and, prior to any transfer hereof, shall
endorse such Revolving Loan and payments on the schedule annexed hereto and made a part hereof, or
on any continuation thereof which shall be attached hereto and made a part hereof, which
endorsement shall constitute prima facie evidence of the accuracy of the
information so endorsed; provided, however, that delay or failure of the Lender to make any such
endorsement or recordation shall not affect the obligations of the Borrower hereunder or under the
Credit Agreement with respect to the Revolving Loans evidenced hereby.



     It is the intention of the Lender to conform strictly to usury laws applicable to it.
Accordingly, if the transactions contemplated hereby or the Revolving Loans represented hereby
would be usurious as to the Lender under laws applicable to it (including the laws of the United
States of America and the State of New York or any other jurisdiction whose laws may be mandatorily
applicable to the Lender notwithstanding the other provisions of this Note or the Credit
Agreement), then, in that event, notwithstanding anything to the contrary in this Note, the Credit
Agreement or any other instrument or agreement entered into in connection with this Note, it is
agreed as follows: (i) the aggregate of all consideration which constitutes interest under laws
applicable to the Lender that is contracted for, taken, reserved, charged or received by the Lender
under this Note, the Credit Agreement, or under any of the aforesaid agreements or



 









 




instruments entered into in connection with this Note or otherwise shall under no circumstances
exceed the Highest Lawful Rate, and any excess shall be credited by the Lender on the principal
amount of this Note (or, if the principal amount of this Note shall have been paid in full,
refunded by the Lender to the Borrower); and (ii) in the event that the maturity of this Note is
accelerated by reason of an election of the holder or holders hereof resulting from any Event of
Default under the Credit Agreement or otherwise, or in the event of any required or permitted
prepayment, then such consideration that constitutes interest under laws applicable to the Lender
may never include more than the Highest Lawful Rate, and excess interest, if any, provided for in
this Note, the Credit Agreement or otherwise shall be automatically canceled by the Lender as of
the date of such acceleration or prepayment and, if theretofore paid, shall be credited by the
Lender on the principal amount of this Note (or if the principal amount of this Note shall have
been paid in full, refunded by the Lender to the Borrower), and in each case, to the extent
permitted by applicable law, the Lender shall not be subject to any of the penalties provided by
law for contracting for, taking, reserving, charging or receiving interest in excess of the Highest
Lawful Rate.




     “Highest Lawful Rate” shall mean the maximum nonusurious interest rate, if any, that any time
or from time to time may be contracted for, taken, reserved, charged or received on any Loans,
under laws applicable to any of the Lenders which are presently in effect or, to the extent allowed
by applicable law, under such laws which may hereafter be in effect and which allow a higher
maximum nonusurious interest rate than applicable laws now allow. Determination of the rate of
interest for the purpose of determining whether any Loans are usurious under all applicable laws
shall be made by amortizing, prorating, allocating, and spreading, in equal parts during the period
of the full stated term of the Loans, all interest at any time contracted for, taken, reserved,
charged or received from the Borrower in connection with the Loans.



     This Note is one of the Revolving Notes referred to in, and is subject to and entitled to the
benefits of, that certain Revolving Credit Agreement dated as of March 15, 2007 (as the same may be
amended, supplemented, and restated from time to time, the “Credit Agreement”), entered into by and
among Noble Corporation, [DESIGNATED BORROWER], the Lender, CITIBANK, N.A., as administrative agent
for the Lenders (in such capacity, the “Administrative Agent”) and others. Reference is hereby
made to the Credit Agreement for a statement of the prepayment rights and obligations of the
Borrower and for a statement of the terms and conditions under which the due date of this Note may
be accelerated. Capitalized terms not otherwise defined in this Note that are defined in the
Credit Agreement are used in this Note with the respective meanings assigned to such capitalized
terms in the Credit Agreement as provided in the Credit Agreement.



     Upon the occurrence and during the continuance of any Event of Default as specified in the
Credit Agreement, the principal balance hereof and the interest accrued hereon may be declared to
be forthwith due and payable in accordance with the Credit Agreement. The Borrower agrees to pay,
and indemnify the Lender against any liability for the payment of, all reasonable costs and
expenses (including reasonable attorneys’ fees) arising in connection with the enforcement by the
Lender of any of its rights under this Note or the Credit Agreement as provided in the Credit
Agreement.



-2-









 





     All parties hereto, whether as makers, endorsees, or otherwise, severally waive presentment
for prepayment, demand, protest, notice of intent to accelerate, notice of acceleration, notice of
dishonor and all other notices whatsoever in respect of this Note. TIME IS OF THE ESSENCE OF THIS
NOTE.



     THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.



     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly
authorized officer as of the date first above written.



	 	 	 	 	 
	 	[NOBLE CORPORATION, a Cayman Islands

exempted company limited by shares] 

[DESIGNATED BORROWER],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-3-









 






	 	 	 	 	 



LOANS AND PRINCIPAL PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Loans (Specify Currency)	 	 	Amount of Principal Repaid	 	 	Unpaid Principal Balance	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Adjusted	 	 	 	 	 	 	Adjusted	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Notation	 
	Date	 	Base Rate	 	 	LIBOR	 	 	Base Rate	 	 	LIBOR	 	 	Base Rate	 	 	Adjusted LIBOR	 	 	Total	 	 	Made by	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
















 





EXHIBIT 2.8B




SWINGLINE NOTE




	 	 	 
	U.S.$                    

	 	                          ,      






     FOR VALUE RECEIVED, the undersigned [NOBLE CORPORATION, a Cayman Islands exempted company
limited by shares] [DESIGNATED BORROWER] (the “Borrower”), unconditionally promises to pay to the
order of Citibank, N.A. (herein, together with any subsequent holder hereof, referred to as the
“Lender”) for the account of its applicable Lending Office, at the payment office of the
Administrative Agent (as hereinafter defined) on or before the dates required by Credit Agreement
hereinafter described, the principal sum of                                          DOLLARS (U.S.$                    ) or, if
less, the aggregate unpaid principal amount of all Swingline Loans made by the Lender to the
Borrower pursuant to the Credit Agreement, together with interest accrued thereon, in each case as
provided in the Credit Agreement. The Borrower agrees to make payments and any required
prepayments of principal on the dates and in the amounts specified in the Credit Agreement in
strict accordance with the terms thereof. The Borrower likewise agrees to pay interest on the
outstanding principal amount hereof, at such interest rates, payable at such times, and computed in
such manner, as are specified in the Credit Agreement in strict accordance with the terms thereof.
All payments of principal and interest hereunder in respect of each Swingline Loan shall be made in
immediately available funds in Dollars.



     The Lender shall record all Swingline Loans made by the Lender to the Borrower pursuant to the
Credit Agreement, and all payments of principal thereof, and, prior to any transfer hereof, shall
endorse such Swingline Loan and payments on the schedule annexed hereto and made a part hereof, or
on any continuation thereof which shall be attached hereto and made a part hereof, which
endorsement shall constitute prima facie evidence of the accuracy of the
information so endorsed; provided, however, that delay or failure of the Lender to make any such
endorsement or recordation shall not affect the obligations of the Borrower hereunder or under the
Credit Agreement with respect to the Swingline Loans evidenced hereby.



     It is the intention of the Lender to conform strictly to usury laws applicable to it.
Accordingly, if the transactions contemplated hereby or the Swingline Loans represented hereby
would be usurious as to the Lender under laws applicable to it (including the laws of the United
States of America and the State of New York or any other jurisdiction whose laws may be mandatorily
applicable to the Lender notwithstanding the other provisions of this Note or the Credit
Agreement), then, in that event, notwithstanding anything to the contrary in this Note, the Credit
Agreement or any other instrument or agreement entered into in connection with this Note, it is
agreed as follows: (i) the aggregate of all consideration which constitutes interest under laws
applicable to the Lender that is contracted for, taken, reserved, charged or received by the Lender
under this Note, the Credit Agreement, or under any of the aforesaid agreements or instruments
entered into in connection with this Note or otherwise shall under no circumstances



 









 







exceed the Highest Lawful Rate, and any excess shall be credited by the Lender on the principal
amount of this Note (or, if the principal amount of this Note shall have been paid in full,
refunded by the Lender to the Borrower); and (ii) in the event that the maturity of this Note is
accelerated by reason of an election of the holder or holders hereof resulting from any Event of
Default under the Credit Agreement or otherwise, or in the event of any required or permitted
prepayment, then such consideration that constitutes interest under laws applicable to the Lender
may never include more than the Highest Lawful Rate, and excess interest, if any, provided for in
this Note, the Credit Agreement or otherwise shall be automatically canceled by the Lender as of
the date of such acceleration or prepayment and, if theretofore paid, shall be credited by the
Lender on the principal amount of this Note (or if the principal amount of this Note shall have
been paid in full, refunded by the Lender to the Borrower), and in each case, to the extent
permitted by applicable law, the Lender shall not be subject to any of the penalties provided by
law for contracting for, taking, reserving, charging or receiving interest in excess of the Highest
Lawful Rate.



     “Highest Lawful Rate” shall mean the maximum nonusurious interest rate, if any, that any time
or from time to time may be contracted for, taken, reserved, charged or received on any Loans,
under laws applicable to the Lender which are presently in effect or, to the extent allowed by
applicable law, under such laws which may hereafter be in effect and which allow a higher maximum
nonusurious interest rate than applicable laws now allow. Determination of the rate of interest
for the purpose of determining whether any Swingline Loan is usurious under all applicable laws
shall be made by amortizing, prorating, allocating, and spreading, in equal parts during the period
of the full stated term of such Loan, all interest at any time contracted for, taken, reserved,
charged or received from the Borrower in connection with such Loan.



     This Note is the Swingline Note referred to in, and is subject to and entitled to the benefits
of, that certain Revolving Credit Agreement dated as of March 15, 2007 (as the same may be amended,
supplemented, and restated from time to time, the “Credit Agreement”), executed by Noble
Corporation [DESIGNATED BORROWER], CITIBANK, N.A., as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”) and others. Reference is hereby made to the Credit Agreement
for a statement of the prepayment rights and obligations of the Borrower and for a statement of the
terms and conditions under which the due date of this Note may be accelerated. Capitalized terms
not otherwise defined in this Note that are defined in the Credit Agreement are used in this Note
with the respective meanings assigned to such capitalized terms in the Credit Agreement as provided
in the Credit Agreement.



     Upon the occurrence and during the continuance of any Event of Default as specified in the
Credit Agreement, the principal balance hereof and the interest accrued hereon may be declared to
be forthwith due and payable in accordance with the Credit Agreement. The Borrower agrees to pay,
and indemnify the Lender against any liability for the payment of, all reasonable costs and
expenses (including reasonable attorneys’ fees) arising in connection with the enforcement by the
Lender of any of its rights under this Note or the Credit Agreement as provided in the Credit
Agreement.



-2-









 





     All parties hereto, whether as makers, endorsees, or otherwise, severally waive presentment
for prepayment, demand, protest, notice of intent to accelerate, notice of acceleration, notice of
dishonor and all other notices whatsoever in respect of this Note. TIME IS OF THE ESSENCE OF THIS
NOTE.



     THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.



     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly
authorized officer as of the date first above written.



	 	 	 	 	 
	 	[NOBLE CORPORATION, a Cayman Islands exempted company limited by shares] 

[DESIGNATED BORROWER],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-3-









 





EXHIBIT 2.12




ISSUANCE REQUEST




_______________________, ______




Citibank, N.A., as

Administrative Agent

Two Penns Way, Suite 200

New Castle, Delaware 19720

Attention: Bank Loan Syndications

Telecopy Number: (212) 994-0961




________________________, as

                 Issuing Bank





________________________




________________________




________________________




Phone ________________




Fax __________________





	 	Re:	 	Revolving Credit Agreement dated as of March 15, 2007, among NOBLE CORPORATION
(the “Company”), a Cayman Islands exempted company limited by shares, the lenders from
time to time parties hereto (each a “Lender” and collectively, the “Lenders”),
CITIBANK, N.A. (“Citibank”), as administrative agent for the Lenders (in such capacity,
the “Administrative Agent”), and others.





     This Issuance Request is delivered to you pursuant to Section 2.12(b) of the Credit Agreement.
Capitalized terms used in this Issuance Request that are defined in the Credit Agreement are used
herein with the respective meanings specified for such capitalized terms in the Credit Agreement.
The Company hereby gives you notice pursuant to Section 2.12(b) of the Credit Agreement that it
requests the issuance of a Letter of Credit for its account under the Credit Agreement, and in that
connection sets forth below the terms on which such Letter of Credit is requested to be issued:



	 	 	 	 	 	 	 
	     

	 	(A)
	 	Maximum stated amount1 of Letter of Credit
	 	                                        








 




			
	1	 	Minimum amount of $500,000 or, if denominated in a currency other than U.S.
Dollars, the Dollar Equivalent of $500,000 and in accordance with Foreign Currency Sublimit in
Section 2.12(a).




 









 










	 	 	 	 	 	 	 
	     

	 	(B)
	 	Name and address
of beneficiary
	 	                                        
                                        
	 

	 	 	 	 	 	                                        
	 

	 	 	 	 	 	                                        
	 
	 	 	 	 	 	 
	     

	 	(C)
	 	Expiration date2
	 	                                        
	 
	 	 	 	 	 	 
	     

	 	(D)
	 	Form and text of Letter of
Credit to be substantially in the
form attached hereto	 	 






     The Company hereby represents and warrants to the Lenders and the Issuing Banks that, as of
the date of this Issuance Request and after giving effect to the transactions being requested
hereby, no Default or Event of Default exists or would exist under the terms of the Credit
Agreement.



     The undersigned certifies that he/she is the officer of the Company designated below, and that
as such he/she is authorized to execute this Issuance Request on behalf of the Company.



	 	 	 	 	 
	 	NOBLE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	2	 	Not later than five (5) Business Days
before the Commitment Termination Date.






-2-









 





EXHIBIT 2.14C




FORM OF JOINDER AGREEMENT




     THIS JOINDER AGREEMENT (this “Joinder”), dated as of                      ___, 20___, is executed by [NAME
OF LENDER] (the “Additional Lender”) in favor of NOBLE CORPORATION, a Cayman Islands exempted
company limited by shares (the “Company”) and CITIBANK, N.A. (“Citibank”), as administrative agent
(in such capacity, the “Administrative Agent”) for the lenders (each a “Lender” and collectively,
the “Lenders”) from time to time party to the Revolving Credit Agreement, dated as of March 15,
2007, among the Company, the Lenders, the Administrative Agent and other parties (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized
terms used herein and not otherwise defined shall have the meanings assigned to such terms in the
Credit Agreement).



RECITALS



Pursuant to Section 2.14(a) of the Credit Agreement, the Company has elected to increase the
aggregate amount of the Commitments to an amount not to exceed $800,000,000.



The Additional Lender has agreed to provide a Commitment to the Company in the amount of
$                     (the “Additional Commitment Amount”) in accordance with the terms of Section 2.14 of
the Credit Agreement.




     NOW, THEREFORE, the Additional Lender agrees as follows:




	1.	 	Joinder. In the case that the Additional Lender is not a Lender under the Credit
Agreement, by its signature below, the Additional Lender hereby joins the Credit Agreement as
a Lender, and establishes a Commitment to the Company in the amount of the Additional
Commitment Amount. Upon acceptance of this Joinder by the Company and the Administrative
Agent, the Additional Lender shall be a party to, and bound by, the Credit Agreement as a
Lender thereunder. In the case of that the Additional Lender is an existing Lender under the
Credit Agreement, by its signature below, the Commitment amount of such existing Lender set
forth on the signature page of the Credit Agreement shall be deemed to be automatically
updated to reflect the increase in its Commitment by the amount of the Additional Commitment
Amount for a total Commitment amount for such Lender of $                    . Additionally, the
Commitment amounts of each Lender to the Credit Agreement shall be deemed to be automatically
updated in accordance with 2.14(d) of the Credit Agreement.






	2.	 	Representations and Warranties of Additional Lender. The Additional Lender
represents and warrants to the Administrative Agent and the Company that this Joinder has been
duly authorized, executed and delivered by it and that the obligations of the Additional
Lender as a “Lender” under the Credit Agreement, as provided by this Joinder, constitutes the
legal, valid and binding obligation of the Additional Lender.




 









 












	3.	 	Representations and Warranties of the Company; No Defaults. Each of the
representations and warranties of the Company and its Subsidiaries set forth in the Credit
Agreement (other than the representations and warranties set forth in Sections 5.4, 5.10, 5.16
and 5.17) and in the other Credit Documents (other than those that relate to the
representations and warranties set forth in Sections 5.4, 5.10, 5.16 and 5.17) shall be true
and correct in all material respects as of the time of such Additional Commitment Amount,
except to the extent that any such representation or warranty relates solely to an earlier
date, in which case it shall have been true and correct in all material respects as of such
earlier date. No Default or Event of Default shall have occurred and be continuing or would
occur as a result of any such Additional Commitment Amount.






	4.	 	Effectiveness; Automatic Increase. This Joinder shall become effective when it shall
have been accepted by the Company and the Administrative Agent, at which time this Joinder
shall be deemed to be a part of and shall be subject to all the terms and conditions of the
Credit Agreement. Upon the acceptance of this Joinder by Company and the Administrative
Agent, the aggregate amount of the Commitments shall automatically be increased by an amount
equal to the Additional Commitment Amount and the signature page hereto shall automatically be
deemed a signature page to the Credit Agreement.






	5.	 	Lack of Reliance on the Administrative Agent. The Additional Lender hereby appoints
Citibank as the Administrative Agent, SunTrust Bank, as Syndication Agent, [to be determined],
as Co-Documentation Agents, and Citigroup Global Markets Inc. and SunTrust Robinson Humphrey,
a division of SunTrust Capital Markets, Inc., as Co-Lead Arrangers under the Credit Documents
and hereby authorizes the Administrative Agent and such Other Agents to take such action as
the Administrative Agent and such Other Agents on its behalf and to exercise such powers under
the Credit Documents as are delegated to the Administrative Agent and the Other Agents,
respectively, by the terms thereof, together with such powers as are reasonably incidental
thereto, and acknowledge agreement with all forms of Article 9 of the Credit Agreement in
respect thereof. Without limiting the generality of the foregoing, the Additional Lender
acknowledges that it has, independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Joinder and become a Lender under
the Credit Agreement. The Additional Lender acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender and based on such documents
and information as it has deemed appropriate, continue to make its own decisions in taking or
not taking any action under or based on this Joinder, any related agreement or any document
furnished hereunder or thereunder.






	6.	 	Foreign Lenders. To the extent that the Additional Lender is not a U.S. person as
defined in Section 7701(a)(30) of the Code, it certifies that it has delivered all applicable
forms and perform all other actions required under Section 3.3(b) of the Credit Agreement.




-2-









 












	7.	 	Governing Law. THIS JOINDER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.






	8.	 	Execution in Counterparts. This Joinder may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.






	9.	 	Notices to Additional Lender. All communications and notices to the Additional
Lender shall be given to it at the address set forth under its signature below.





[Signatures Follow]




-3-









 








     IN WITNESS WHEREOF, the Additional Lender has duly executed this Joinder as of the day and
year first above written.



	 	 	 	 	 
	 	Additional Lender:



[NAME OF LENDER]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices:

	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	Attn: 
	 




     Commitment           $

     Percentage




	 	 	 	 	 
	Acknowledged and Agreed to:



NOBLE CORPORATION,

as Company

 	 	 
	By  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	CITIBANK, N.A.,

as Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 














 





EXHIBIT 2.15




MANDATORY COSTS RATE





	1.	 	The Mandatory Cost is an addition to the interest rate on each Eurocurrency Loan to
compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England
and/or the Financial Services Authority (or, in either case, any other authority which
replaces all or any of its functions) or (b) the requirements of the European Central Bank.
	 
	2.	 	On the first day of each Interest Period (or as soon as possible thereafter) the
Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost
Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost
will be calculated by the Administrative Agent as a weighted average of the Lenders’
Additional Cost Rates (weighted in proportion to the percentage participation of each Lender
in the relevant Eurocurrency Loan) and will be expressed as a percentage rate per annum.
	 
	3.	 	The Additional Cost Rate for any Lender lending from a Lending Office in a Participating
Member State will be the percentage notified by that Lender to the Administrative Agent. This
percentage will be certified by that Lender in its notice to the Administrative Agent to be
its reasonable determination of the cost (expressed as a percentage of that Lender’s
participation in all Eurocurrency Loans made from that Lending Office) of complying with the
minimum reserve requirements of the European Central Bank in respect of loans made from that
Lending Office.
	 
	4.	 	The Additional Cost Rate for any Lender lending from a Lending Office in the United Kingdom
will be calculated by the Administrative Agent as follows:






	 	(a)	 	in relation to a sterling Eurocurrency Loan:





	 	 	 	 	 
	 

	 	AB + C(B - D) + E x 0.01
	 	 
	 

	 	 

	 	per cent. per annum
	 

	 	100 - (A+C)
	 	 







	 	(b)	 	in relation to a Eurocurrency Loan in any currency other than sterling:





	 	 	 	 	 	 	 
	 

	 		E x 0.01		 	 
	 

	 	 

	 	   per cent. per annum.
	 

	 	 	300	 	 	 





Where:





	 	A	 	is the percentage of Eligible Liabilities (assuming these to be in excess of any
stated minimum) which that Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements.




 









 












	 	B	 	is the percentage rate of interest (excluding the Applicable Margin and the
Mandatory Cost and, if the Eurocurrency Loan is an unpaid sum, the additional rate of
interest specified in paragraph (b) Section 2.7 (Default Rate)) payable for the relevant
Interest Period on the Eurocurrency Loan.
	 
	 	C	 	is the percentage (if any) of Eligible Liabilities which that Lender is required
from time to time to maintain as interest bearing Special Deposits with the Bank of
England.
	 
	 	D	 	is the percentage rate per annum payable by the Bank of England to the
Administrative Agent on interest bearing Special Deposits.
	 
	 	E	 	is designed to compensate Lenders for amounts payable under the Fees Rules and is
calculated by the Administrative Agent as being the average of the most recent rates of
charge supplied by the Reference Banks to the Administrative Agent pursuant to paragraph
7 below and expressed in pounds per £1,000,000.






	5.	 	For the purposes of this Exhibit:






	 	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings given to
them from time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;
	 
	 	(b)	 	“FSA” means Financial Services Authority;
	 
	 	(c)	 	“Fees Rules” means the rules on periodic fees contained in the FSA Supervision
Manual or such other law or regulation as may be in force from time to time in respect
of the payment of fees for the acceptance of deposits;
	 
	 	(d)	 	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate);
	 
	 	(e)	 	“Participating Member State” means any member state of the European Communities
that adopts or has adopted the Euro as its lawful currency in accordance with
legislation of the European Community relating to Economic and Monetary Union;
	 
	 	(f)	 	“Reference Banks” means, in relation to LIBOR and Mandatory Cost, Citibank, N.A.,
SunTrust Bank or such other banks as may be appointed by the Administrative Agent in
consultation with the Company; and
	 
	 	(g)	 	“Tariff Base” has the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.






	6.	 	In application of the above formula, A, B, C and D will be included in the formula as
percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A




-2-









 






	 	 	negative result obtained by subtracting D from B shall be taken as zero. The resulting
figures shall be rounded to four decimal places.






	7.	 	If requested by the Administrative Agent, each Reference Bank shall, as soon as practicable
after publication by the Financial Services Authority, supply to the Administrative Agent, the
rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to
the Fees Rules in respect of the relevant financial year of the Financial Services Authority
(calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs
applicable to that Reference Bank for that financial year) and expressed in pounds per
£1,000,000 of the Tariff Base of that Reference Bank.






	8.	 	Each Lender shall supply any information required by the Administrative Agent for the purpose
of calculating its Additional Cost Rate. In particular, but without limitation, each Lender
shall supply the following information on or prior to the date on which it becomes a Lender:






	 	(a)	 	the jurisdiction of its Lending Office; and
	 
	 	(b)	 	any other information that the Administrative Agent may reasonably require for such
purpose.




Each Lender shall promptly notify the Administrative Agent of any change to the information
provided by it pursuant to this paragraph.





	9.	 	The percentages of each Lender for the purpose of A and C above and the rates of charge of
each Reference Bank for the purpose of E above shall be determined by the Administrative Agent
based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the
assumption that, unless a Lender notifies the Administrative Agent to the contrary, each
Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as
those of a typical bank from its jurisdiction of incorporation with a Lending Office in the
same jurisdiction as its Lending Office.






	10.	 	The Administrative Agent shall have no liability to any person if such determination results
in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3,
7 and 8 above is true and correct in all respects.






	11.	 	The Administrative Agent shall distribute the additional amounts received as a result of the
Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based
on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7
and 8 above.




-3-









 












	12.	 	Any determination by the Administrative Agent pursuant to this Exhibit in relation to a
formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall,
in the absence of manifest error, be conclusive and binding on all parties.






	13.	 	The Administrative Agent may from time to time, after consultation with the Company and
the Lenders, determine and notify to all parties any amendments which are required to be made
to this Exhibit in order to comply with any change in law, regulation or any requirements from
time to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all parties.






-4-









 





EXHIBIT 2.17




SWINGLINE LOAN REQUEST




                    ,           




Citibank, N.A., as

Administrative Agent and as Swingline Lender

Two Penns Way, Suite 200

New Castle, Delaware 19720

Attention:                     

Telecopy Number: (212) 994-0961




	 	 	 	 	 
	 

	 	Re:
	 	Revolving Credit Agreement dated as of March 15, 2007, among NOBLE CORPORATION,
a Cayman Islands exempted company limited by shares (the “Company”), the lenders from
time to time parties thereto (each a “Lender” and collectively, the “Lenders”),
CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”), and others.






     This Swingline Loan Request is delivered to you pursuant to Section 2.17 of the Credit
Agreement. Capitalized terms used in this Swingline Loan Request that are defined in the Credit
Agreement are used herein with the respective meanings specified for such capitalized terms in the
Credit Agreement. The Company hereby gives you notice pursuant to Section 2.17 of the Credit
Agreement that it requests a Swingline Loan under the Credit Agreement, and in that connection sets
forth below the terms on which such Swingline Loan is requested to be made:



	 	 	 	 	 	 	 
	     
	 	(A)	 	Date of Borrowing	 	 
	 
	 	 	 	(which must be a Business Day)	 	                                        
	 
	 	 	 	 	 
	 
	 	(B)	 	Funds are requested to be disbursed to the [Company]1 at:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	     Bank Name:	 	                                        
	 
	 	 	 	 	 	 
	 
	 	 	 	     Bank Address:	 	                                        
	 
	 	 	 	 	 	 
	 
	 	 	 	     Account Number:	 	                                        
	 
	 	 	 	 	 	 
	 
	 	(C)	 	Principal Amount of Borrowing2	 	                                        








 




			
	1	 	Following designation of Designated Borrower, specify Designated Borrower if desired.
	 
	2	 	Not less than $5,000,000 and in an integral multiple of $100,000.




 









 










     The Company hereby represents and warrants to the Lenders that, as of the date of this Swingline Loan Request and after giving effect to the Swingline Loan being requested under clause (C) hereof, no Default or Event of Default exists or would exist under the terms of the
Credit Agreement.



	 	 	 	 	 
	 	NOBLE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-2-










 









EXHIBIT 2.18A




FORM OF DESIGNATED BORROWER

REQUEST AND ASSUMPTION AGREEMENT




Date: ___________, _____



To: Citibank, N.A., as Administrative Agent




     Ladies and Gentlemen:



     This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to
Section 2.18 of that certain Revolving Credit Agreement, dated as of March 15, 2007 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Credit Agreement”), among NOBLE CORPORATION, a Cayman Islands exempted company limited by
shares (the “Company”), the lenders from time to time parties hereto (each a “Lender” and
collectively, the “Lenders”), CITIBANK, N.A., as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”) and others, and reference is made thereto for full
particulars of the matters described therein. All capitalized terms used in this Designated
Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement.



     [DESIGNATED BORROWER] (the “Designated Borrower”) and the Company hereby confirms, represents
and warrants to the Administrative Agent and the Lenders that the Designated Borrower is a
Subsidiary of the Company.



     The documents required to be delivered to the Administrative Agent under Section 2.18
of the Credit Agreement will be furnished to the Administrative Agent in accordance with the
requirements of the Credit Agreement.



     The true and correct unique identification number that has been issued to the Designated
Borrower by its jurisdiction of organization and the name of such jurisdiction are set forth below:



	 
	Identification Number	 	Jurisdiction of Organization
	 	 	 



     The parties hereto hereby confirm that with effect from the date hereof, the Designated
Borrower shall have obligations, duties and liabilities toward each of the other parties to the
Credit Agreement identical to those which the Designated Borrower would have had if the Designated
Borrower had been an original party to the Credit Agreement as a Borrower. The Designated Borrower
confirms its acceptance of, and consents to, all representations and warranties, covenants, and
other terms and provisions of the Credit Agreement.



-1-









 





     The parties hereto hereby request that the Designated Borrower be entitled to receive Loans
under the Credit Agreement, and understand, acknowledge and agree that neither the Designated
Borrower nor the Company on its behalf shall have any right to request any Loans for its account
unless and until the date five Business Days after the effective date designated by the
Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders
pursuant to Section 2.18 of the Credit Agreement.



     This Designated Borrower Request and Assumption Agreement shall constitute a Credit Document
under the Credit Agreement.



     THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



     IN WITNESS WHEREOF, the parties hereto have caused this Designated Borrower Request and
Assumption Agreement to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.



	 	 	 	 	 
	 	[DESIGNATED BORROWER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOBLE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-2-









 





EXHIBIT 2.18B




FORM OF DESIGNATED BORROWER NOTICE




Date:                     , _____





	To: 	 	 Noble Corporation
	 
	 	 	The Lenders party to the Credit Agreement referred to below





Ladies and Gentlemen:




     This Designated Borrower Notice is made and delivered pursuant to Section 2.18 of that
certain Revolving Credit Agreement, dated as of March 15, 2007 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among
Noble Corporation, a Cayman Islands exempted company limited by shares (the “Company”), the lenders
from time to time parties hereto (each a “Lender” and collectively, the “Lenders”), CITIBANK, N.A.,
as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and others,
and reference is made thereto for full particulars of the matters described therein. All
capitalized terms used in this Designated Borrower Notice and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.



     The Administrative Agent hereby notifies Company and the Lenders that effective as of the date
hereof [DESIGNATED BORROWER] shall be a Designated Borrower and may receive Loans for its account
on the terms and conditions set forth in the Credit Agreement.



     This Designated Borrower Notice shall constitute a Credit Document under the Credit Agreement.



	 	 	 	 	 
	 	CITIBANK, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT 2.18C




FORM OF COMPANY GUARANTY




          THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of [date] is made by Noble Corporation, a
Cayman Islands exempted company limited by shares (the “Company” or the “Guarantor”), in favor of
(i) the Lenders (as defined in the Credit Agreement) (as hereinafter defined), (ii) Citibank, N.A.,
in its capacity as Administrative Agent (as defined in the Credit Agreement), (iii) Citibank, N.A.,
in its capacity as the Swingline Lender (as defined in the Credit Agreement), (iv) Other Agents (as
defined in the Credit Agreement) and (v) the Issuing Banks (as defined in the Credit Agreement)
(the Lenders, the Administrative Agent, the Other Agents, the Swingline Lender and the Issuing
Banks are each individually referred to herein as a “Guaranteed Party”, and collectively, as the
“Guaranteed Parties”);




WITNESSETH:




          WHEREAS, the Company, the Lenders, the Administrative Agent, the Swingline Lender and the
Issuing Banks are parties to 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,
the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as
therein defined);




          WHEREAS, the Company has designated [DESIGNATED BORROWER] as the Designated Borrower under
Section 2.18 of the Credit Agreement;




          WHEREAS, the Company owns, directly or indirectly, all or a majority of all outstanding
capital stock or other equity interests of the Designated Borrower;




          WHEREAS, it is a requirement under Section 2.18 of the Credit Agreement, as a condition to
extending Loans and Letters of Credit to the Designated Borrower, that the Guarantor execute and
deliver this Guaranty, and the Guarantor desires to execute and deliver this Guaranty to satisfy
such requirement;




          NOW, THEREFORE, in consideration of the premises and in order to satisfy the requirements of
the Credit Agreement, and for other good and valuable consideration, the Guarantor hereby agrees as
follows:




          SECTION 1. Guaranty. 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 Designated Borrower to the Lenders, the
Administrative Agent, the Swingline Lender, 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, indemnities, reimbursement
obligations 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 Designated Borrower,
against any security for the Guaranteed Obligations, against any other Person 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. 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 or additional
guaranty for the Guaranteed Obligations, or any sale, exchange, release or surrender of, or
realization on, any security or guaranty for the Guaranteed Obligations;



-2-









 






     (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 Designated Borrower;




     (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to the Guarantor, the Designated Borrower or
any other Person, 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 Designated Borrower or any other Person with
respect to the liabilities of the Designated Borrower to the Guaranteed Parties, regardless
of what liabilities of the Designated Borrower 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 Designated Borrower 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, without limitation, the Designated Borrower or a trustee in bankruptcy for the
Designated Borrower), 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 Designated Borrower, 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 Designated Borrower or any other
party liable with respect to the Guaranteed Obligations (including, without limitation, any other
Person executing a guaranty of the obligations of the Designated Borrower).




-3-









 








          SECTION 4. Subrogation. The Guarantor will not exercise any rights against the
Designated Borrower 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) 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 shall have been irrevocably terminated, the Guaranteed Parties will, at Guarantor’s
request, execute and deliver to Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to Guarantor of an
interest in the Guaranteed Obligations resulting from such payment by 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.




-4-









 








          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 Party 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 Party has 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 Party 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, until payment in full of the
Guaranteed Obligations all other amounts payable under this Guaranty, irrevocable termination of
all Letters of Credit and 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 THE COURTS OF THE STATE OF NEW YORK 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,
111 8TH AVENUE, NEW YORK, NEW YORK 10011, 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 THIRTY 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


-5-









 







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. [Reserved].




          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


-6-









 







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 Designated Borrower 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, 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 Designated Borrower 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



-7-









 







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 between the Guarantor and the Designated Borrower, 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 and Subrogation. 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 Designated Borrower agrees that (i) in the event a payment shall be made on behalf of the
Designated Borrower by the Guarantor hereunder, the Designated Borrower 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 Designated Borrower 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.




          SECTION 17. Information. The Guarantor assumes all responsibility for being and
keeping itself informed of the Designated Borrower’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 any of the Guarantor of
information known to it or any of them regarding such circumstances or risks.




-8-









 








          SECTION 18. Representations and Warranties. The Guarantor represents and warrants to
each Guaranteed Party that all representations and warranties relating to it or any of its
Subsidiaries contained in Article 5 of the Credit Agreement are true and correct in all material
respects




          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, 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.




[Signatures begin on the next page]




-9-









 








          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: 

13135 South Dairy Ashford 	NOBLE CORPORATION

 	 
	Suite 800 	By:  	 	 
	Sugar Land, TX 77478 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIBANK, N.A.

(“Administrative Agent”)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	SECTION 16 OF THE

FOREGOING GUARANTY

ACKNOWLEDGED AND

AGREED TO:



[DESIGNATED BORROWER]

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




-10-









 




EXHIBIT 6.6




COMPLIANCE CERTIFICATE




          NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (the “Company”), the
banks and other financial institutions parties thereto (collectively, the “Lenders”), Citibank,
N.A., as Administrative Agent for the Lenders, and the Other Agents and the Issuing Banks executed
and delivered that certain Revolving Credit Agreement dated as of March 15, 2007 (as amended,
supplemented and restated from time to time, the “Credit Agreement”). Any capitalized term defined
in the Credit Agreement and used in this Compliance Certificate shall have the meaning given to it
in the Credit Agreement.



The undersigned, solely in his/her capacity as chief financial officer or other financial officer
(as noted below) of the Company, hereby certifies to the Lenders that:





	A.	 	The attached financial statements are (check one)






	 	o	 	unaudited quarterly financial statements or copy of the Company’s form 10-Q as filed with
the SEC or






	 	o	 	audited annual financial statements or copy of the Company’s form 10-K as filed with the
SEC,





and fairly present in all material respects on a consolidated basis the financial condition of the
Company and its Subsidiaries (excluding the effects of any SPV’s other than the aggregate equity
investment therein) as of the date indicated and the results of their operations and changes in
their cash flows for the periods indicated, and have been prepared in accordance with GAAP, subject
to normal year-end audit adjustments for any such financial statements that are quarterly financial
statements and other than information and note disclosures that have been condensed or omitted
pursuant to the rules and regulations of the SEC.





	B.	 	As of the date of the attached financial statements and with respect to the Company and its
Subsidiaries on a consolidated basis, Annex 1 sets forth the calculation of the
specified financial covenant.






	C.	 	Check either 1 or 2






	 	o1.	 	As of the date hereof, no Default or Event of Default has occurred and is
continuing.







	 	o2.	 	As of the date hereof, no Default or Event of Default has occurred and is
continuing except the following matters: [Describe all such Defaults or Events of Default,
specifying the nature, duration and status thereof and what action the Company has taken or
proposes to take with respect thereto].






 









 





THIS CERTIFICATE MADE AND DELIVERED THIS        DAY OF                 .




	 	 	 	 	 
	 	NOBLE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-2-









 






	 	 	 	 	 



ANNEX 1

TO COMPLIANCE CERTIFICATE





     This Annex 1 is attached to and made a part of a Compliance Certificate dated as of
                    ,       and pertains to the period from                     ,       to                     ,
     .
Subsection references herein relate to subsections of the Credit Agreement.



Consolidated Indebtedness to Total Tangible
Capitalization Ratio (for the fiscal quarter
period ending                     ,      )




	 	 	 	 	 
	1.
	 	Consolidated Indebtedness:	 	$                    
	2.
	 	Total Tangible Capitalization:	 	 
	2(a).
	 	     Consolidated Indebtedness (1)	 	$                    
	2(b).
	 	     Consolidated Tangible Net Worth	 	$                    
	2(c).
	 	     2(a) plus 2(b)	 	$                    
	3.
	 	Consolidated Indebtedness to Total Tangible	 	 
	 
	 	Capitalization Ratio (1 divided by 2(c)):	 	     %
	 
	 	Ratio required under Section 6.16:	 	Between 0 and 60% (inclusive)







-3-









 





EXHIBIT 6.11




SUBSIDIARY GUARANTY AGREEMENT




          THIS SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty”), dated as of                                         ,  
         ,
made by each of the undersigned Subsidiaries of Noble Corporation, a Cayman Islands exempted
company limited by shares (the “Company”; each undersigned Subsidiary of the Company being herein
referred to individually as a “Guarantor” and collectively as the “Guarantors”), 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”);




WITNESSETH:




          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 each Guarantor;




          WHEREAS, it is a requirement under Section 6.11(k) of the Credit Agreement that each Guarantor
execute and deliver this Guaranty, and each Guarantor desires to execute and deliver this Guaranty
to satisfy such requirement; and




          WHEREAS, this Guaranty and the obligation of each 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, each
Guarantor hereby jointly and severally agrees as follows:




          SECTION 1. Guaranty. Subject to Section 23 below, each Guarantor hereby jointly and
severally, 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 each 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). Each 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. Each 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 each 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 such 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;



-2-









 






     (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 any 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 a
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, any 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
each 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
each 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. Each 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 Guarantors or any other Person
executing a guaranty of the obligations of the Company).




-3-









 








          SECTION 4. Subrogation. No Guarantor will 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 a 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) a 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 such Guarantor’s request, execute and deliver to such
Guarantor appropriate documents, without recourse and without representation or warranty, necessary
to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed
Obligations resulting from such payment by such 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 a 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 Guarantors, at the respective addresses specified for such Guarantors 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
any Guarantor in any case shall entitle such 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.




-4-









 








          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 any 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 any 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 each 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 THE COURTS OF THE STATE OF NEW YORK 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, EACH 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. EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES EACH OF                                         , 
AND                                         , AS THE DESIGNEE, APPOINTEE AND AGENT OF SUCH
GUARANTOR TO RECEIVE, FOR AND ON BEHALF OF SUCH 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 RESPECTIVE GUARANTOR AT ITS ADDRESS SET FORTH HEREIN, BUT THE FAILURE OF SUCH GUARANTOR TO
RECEIVE SUCH COPY SHALL NOT, TO THE

-5-









 








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, EACH 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. EACH 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 ANY GUARANTOR IN ANY OTHER JURISDICTION.




          (c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH 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 GUARANTORS 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. Each 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
any Guarantor in any court or in any jurisdiction, it

-6-









 








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 Guarantors, 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 any Guarantor that is a Significant Subsidiary, then the Guaranteed
Obligations shall automatically become immediately due and payable by such 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 each Guarantor and the
Guaranteed Parties that each Guarantor’s maximum obligations hereunder shall be in, but not in
excess of:





          (i) in a case or proceeding commenced by or against such 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 such Guarantor to the Guaranteed Parties) to be avoidable or
unenforceable against such 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 such 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 such Guarantor to the Guaranteed Parties) to be
avoidable or unenforceable against such 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 such 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 such Guarantor to
the Guaranteed Parties) to be avoidable or unenforceable against such Guarantor under such
law, statute or regulation including, without limitation, any state



-7-









 






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 such 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 such
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 such Guarantor insolvent, or leave such Guarantor with an unreasonably small capital
to conduct its business, or cause such 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 Guarantors and the Company, the maximum Guaranteed Obligations for
which such 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 such 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 any Guarantor to be subject to avoidance under the Avoidance
Provisions, and neither such 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 each 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 any Guarantor hereunder, the Company shall
indemnify such Guarantor for the full amount of such payment and such 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 any Guarantor shall be sold to satisfy a claim of any
Guaranteed Party hereunder, the Company shall indemnify such Guarantor in an amount equal to the
greater of the book value or the fair market value of the assets so sold.




          (b) Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 4 hereof), that, in
the event a payment shall be made by any other Guarantor hereunder, 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, each Contributing Guarantor shall indemnify each

-8-









 








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 such Contributing Guarantor on the date
hereof and the denominator shall be the aggregate net worth of the Company and all of the
Guarantors 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 Guarantors, as
determined in each case on a consolidated basis in accordance with GAAP.




          SECTION 17. Information. Each 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 such Guarantor assumes and incurs hereunder, and agrees that
none of the Guaranteed Parties will have any duty to advise any of the Guarantors of information
known to it or any of them regarding such circumstances or risks.




          SECTION 18. Representations and Warranties. Each 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 each 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 any Guarantor hereunder. The rights and obligations of each

-9-









 








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 each 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 such Guarantor.




-10-









 








          IN WITNESS WHEREOF, each 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:	 	 	 	[NAME OF GUARANTOR]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	CITIBANK, N.A.
	 	 	 	 	(“Administrative Agent”)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	SECTION 16 OF THE

FOREGOING GUARANTY

ACKNOWLEDGED AND

AGREED TO:
	 	 	 	 	 	 	 	 	 	 






	 	 	 	 
	NOBLE CORPORATION	 	 
	 
	By:  	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-11-









 






	 	 	 	 	 



ANNEX I




FORM OF GUARANTY SUPPLEMENT




                                        , 20          





     THIS GUARANTY SUPPLEMENT is made as of [date] (this “Supplement”) and is delivered
pursuant to that certain Subsidiary Guaranty Agreement dated as of [date] (as it may be amended,
supplemented or otherwise modified, the “Guaranty”; the terms defined therein and not
otherwise defined herein being used herein as therein defined), by the Guarantors party thereto in
favor of the Guaranteed Parties.



     1. Guaranty. Pursuant to Section 22 of the Guaranty, the undersigned hereby:



     (a) agrees that this Supplement may be attached to the Guaranty and that by the execution and
delivery hereof, the undersigned becomes a Guarantor under the Guaranty and the Credit Documents
and agrees to be bound by all of the terms thereof;



     (b) represents and warrants that each of the representations and warranties set forth in the
Guaranty, the Credit Agreement and each other Credit Document and applicable to the undersigned is
true and correct both before and after giving effect to this Supplement, except to the extent that
any such representation and warranty relates solely to any earlier date, in which case such
representation and warranty is true and correct as of such earlier date;



     (c) no event has occurred or is continuing as of the date hereof, or will result from the
transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a
Default; and



     (d) agrees to absolutely and unconditionally guarantee, as a guaranty of payment and
performance and not merely as a guaranty of collection, prompt payment when due, whether at stated
maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times
thereafter, of any and all Guaranteed Obligations as provided by Section 1 of the Guaranty.



     2. Further Assurances. The undersigned agrees from time to time, upon request of the
Administrative Agent, to take such additional actions and to execute and deliver such additional
documents and instruments as the Administrative Agent may request to effect the transactions
contemplated by, and to carry out the intent of, this Supplement. Any notice or other
communication herein required or permitted to be given shall be given in pursuant to Section 7 of
the Guaranty, and for all purposes thereof, the notice address of the undersigned shall be the
address as set forth on the signature page hereof.



     THIS SUPPLEMENT 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).



 









 





     Executed as of the date first written above.



	 	 	 	 	 
	 	[NAME OF SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


	 	 	 	 	 
	 	Address for Notices:



 



 



 

	 
	 	Attention:	 	 
	 	Telephone:	 	 	 
	 	Telecopy:	 	 



ACKNOWLEDGED AND ACCEPTED,

as of the date above first written:




	 	 	 	 	 
	 	CITIBANK, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOBLE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-2-









 





EXHIBIT 10.10




ASSIGNMENT AGREEMENT




     THIS ASSIGNMENT AGREEMENT (this “Agreement”) dated as of                     , ___, is by and among
                                                       (the
“Assignor”),                                          (the “Assignee”), NOBLE CORPORATION, a Cayman Islands exempted
company limited by shares (the “Company”), CITIBANK, N.A., as Administrative Agent (in such
capacity, the “Administrative Agent”) for the Lenders (as hereinafter defined), and CITIBANK, N.A.
and [list other issuing banks], as issuing banks of Letters of Credit (in such capacity, the
“Issuing Banks”).



WITNESSETH:




     WHEREAS, the Company, the Assignor, the Issuing Banks and the Administrative Agent are parties
to that certain Revolving Credit Agreement dated as of March ___, 2007, by and among the Company,
the lenders from time parties thereto (collectively, the “Lenders”), including the Assignor as one
such Lender, the Issuing Banks and the Administrative Agent (as the same may be amended,
supplemented and restated from time to time, the “Credit Agreement”); and



     WHEREAS, the Assignor proposes to sell and assign to the Assignee, and the Assignee proposes
to buy and accept from the Assignor, the interests set forth on Schedule I attached hereto
in the Assignor’s rights and obligations set forth under the Credit Agreement, including without
limitation, the amount and percentage set forth on Schedule I of (i) the Commitment of the
Assignor on the Assignment Date, and (ii) the Loans owing to the Assignor that are outstanding on
the Assignment Date (collectively, the “Assigned Interest”);



     NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein,
the parties hereto agree as follows:




	1.	 	DEFINITIONS. ANY CAPITALIZED TERM DEFINED IN THE CREDIT AGREEMENT AND USED IN THIS AGREEMENT
SHALL HAVE THE MEANING ASCRIBED TO IT IN THE CREDIT AGREEMENT. SECTION 1.1 OF THE CREDIT
AGREEMENT IS HEREBY INCORPORATED INTO THIS AGREEMENT BY REFERENCE.






	2.	 	ASSIGNMENT. THE ASSIGNOR HEREBY ASSIGNS AND SELLS, WITHOUT RECOURSE OR WARRANTY EXCEPT AS
SPECIFICALLY SET FORTH HEREIN, TO THE ASSIGNEE THE ASSIGNED INTEREST IN THE RIGHTS AND
OBLIGATIONS OF THE ASSIGNOR UNDER THE CREDIT DOCUMENTS. THE ASSIGNEE HEREBY PURCHASES,
ACCEPTS, AND ASSUMES, WITHOUT RECOURSE OR WARRANTY EXCEPT AS SPECIFICALLY SET FORTH HEREIN,
FROM THE ASSIGNOR ALL OF SUCH RIGHTS AND OBLIGATIONS OF THE ASSIGNOR. SUBJECT TO THE
EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE ASSIGNOR, THE ASSIGNEE, AND, TO THE EXTENT
REQUIRED BY SECTION 10.10(B) OF THE CREDIT AGREEMENT, THE




 









 






	 	 	COMPANY AND THE ADMINISTRATIVE AGENT, AS OF THE DATE HEREOF (A) THE ASSIGNEE SHALL SUCCEED,
ON A PRO RATA BASIS IN ACCORDANCE WITH THE ASSIGNED INTEREST, TO THE RIGHTS AND INTERESTS,
AND BE OBLIGATED TO PERFORM THE OBLIGATIONS, OF A LENDER UNDER THE CREDIT DOCUMENTS WITH A
PERCENTAGE UNDER THE CREDIT AGREEMENT AS SET FORTH ON SCHEDULE I, AND SHALL BE CONSIDERED A
LENDER FOR ALL PURPOSES; (B) THE ASSIGNEE SHALL DELIVER TO THE ASSIGNOR, IN IMMEDIATELY
AVAILABLE FUNDS, AN AMOUNT EQUAL TO THE PURCHASE PRICE FOR THE ASSIGNED INTEREST, AND (C)
THE PERCENTAGE OF THE ASSIGNOR AS OF THE DATE HEREOF SHALL BE REDUCED BY THE PERCENTAGE
ACQUIRED BY THE ASSIGNEE, AND THE ASSIGNOR SHALL BE RELEASED FROM ITS OBLIGATIONS UNDER THE
CREDIT DOCUMENTS WHICH HAVE BEEN SO ASSIGNED TO AND ACCEPTED BY THE ASSIGNEE.






	3.	 	PAYMENTS. FACILITY FEES AND UTILIZATION FEES ACCRUED TO THE DATE HEREOF WITH RESPECT TO THE
ASSIGNED INTEREST PURSUANT TO SECTION 3.1 OF THE CREDIT AGREEMENT ARE FOR THE ACCOUNT OF THE
ASSIGNOR, AND ANY SUCH FEES ACCRUING FROM AND INCLUDING THE DATE HEREOF WITH RESPECT TO THE
ASSIGNED INTEREST ARE FOR THE ACCOUNT OF THE ASSIGNEE. ALL PAYMENTS OF PRINCIPAL OF AND
ACCRUED INTEREST ON THE LOANS AND REIMBURSEMENT OBLIGATIONS ARE TO BE MADE BY THE COMPANY [OR
DESIGNATED BORROWER] TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE RESPECTIVE LENDERS.
THE ADMINISTRATIVE AGENT SHALL DIVIDE SUCH PAYMENTS AMONG THE LENDERS AS THEIR INTERESTS MAY
APPEAR, WITH ALL INTEREST ACCRUING ON THE LOANS AND REIMBURSEMENT OBLIGATIONS HELD BY THE
ASSIGNOR BEFORE THE DATE HEREOF TO BELONG TO THE ASSIGNOR. EACH OF THE ASSIGNOR AND THE
ASSIGNEE HEREBY AGREES THAT IF IT RECEIVES ANY AMOUNT FROM THE COMPANY [OR DESIGNATED
BORROWER] UNDER THE CREDIT DOCUMENTS WHICH IS FOR THE ACCOUNT OF THE OTHER PARTY HERETO, IT
SHALL RECEIVE THE SAME FOR THE ACCOUNT OF SUCH OTHER PARTY TO THE EXTENT OF SUCH OTHER PARTY’S
INTEREST THEREIN AND SHALL PROMPTLY PAY THE SAME TO SUCH OTHER PARTY. THE RIGHTS OF THE
ASSIGNOR AND THE ASSIGNEE UNDER THIS SECTION ARE IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES
THAT THE ASSIGNOR OR THE ASSIGNEE MAY HAVE.






	4.	 	CONSENT OF THE COMPANY, THE ADMINISTRATIVE AGENT, AND THE ISSUING BANKS. THIS AGREEMENT IS
CONDITIONED UPON THE CONSENT OF THE COMPANY, THE ADMINISTRATIVE AGENT AND THE ISSUING BANKS TO
THE EXTENT REQUIRED BY SECTION 10.10(B) OF THE CREDIT AGREEMENT. THE EXECUTION OF THIS
AGREEMENT BY THE COMPANY, THE ADMINISTRATIVE AGENT AND THE ISSUING BANKS IS EVIDENCE OF ANY
SUCH CONSENT. PURSUANT TO SECTION 10.10(B) OF THE CREDIT AGREEMENT, (A) THE ASSIGNOR AGREES
TO DELIVER ANY CURRENT




-2-









 






	 	 	NOTES EXECUTED BY THE COMPANY [OR DESIGNATED BORROWER] TO THE COMPANY, MARKED “CANCELLED” OR
ITS EQUIVALENT, AND SIMULTANEOUSLY THEREWITH (B) THE COMPANY [AND DESIGNATED BORROWER] AGREE
TO EXECUTE AND DELIVER ANY NEW NOTES PAYABLE TO THE ORDER OF THE ASSIGNEE AND, IF
APPLICABLE, TO THE ASSIGNOR TO EVIDENCE THE ASSIGNMENT AND ACCEPTANCE PROVIDED FOR HEREIN.






	5.	 	THE ASSIGNOR. THE ASSIGNOR (A) REPRESENTS AND WARRANTS TO THE ASSIGNEE THAT IT IS THE LEGAL
AND BENEFICIAL OWNER OF THE ASSIGNED INTEREST AND THAT SUCH ASSIGNED INTEREST IS FREE AND
CLEAR OF ANY LIEN; AND (B) MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY
WITH RESPECT TO (I) ANY STATEMENTS, WARRANTIES OR REPRESENTATIONS MADE IN OR IN CONNECTION
WITH THE CREDIT DOCUMENTS OR THE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS,
SUFFICIENCY OR VALUE OF THE CREDIT DOCUMENTS OR ANY DOCUMENT FURNISHED PURSUANT THERETO, OR
(II) THE FINANCIAL CONDITION OF THE COMPANY [OR DESIGNATED BORROWER] OR ANY GUARANTOR OF ANY
OF ITS OBLIGATIONS UNDER THE CREDIT DOCUMENTS.






	6.	 	THE ASSIGNEE. THE ASSIGNEE (A) CONFIRMS THAT IT HAS RECEIVED A COPY OF THE CREDIT DOCUMENTS,
TOGETHER WITH SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS
OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT; (B) AGREES THAT IT WILL,
INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT, THE OTHER AGENTS, THE
ASSIGNOR OR ANY OTHER LENDER AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM
APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING
ACTION UNDER THE CREDIT DOCUMENTS; (C) APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO
TAKE SUCH ACTION ON BEHALF OF THE ASSIGNEE AND TO EXERCISE SUCH POWERS UNDER THE CREDIT
DOCUMENTS AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT BY THE TERMS THEREOF, TOGETHER WITH
SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO; AND (D) AGREES THAT IT WILL PERFORM IN
ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS WHICH BY THE TERMS OF THE CREDIT DOCUMENTS
ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER. IF THE ASSIGNEE IS ORGANIZED UNDER THE LAWS
OF ANY JURISDICTION OTHER THAN THE UNITED STATES OF AMERICA OR ANY STATE THEREOF, THE ASSIGNEE
HEREBY (A) FURNISHES TO THE ASSIGNOR, THE ADMINISTRATIVE AGENT AND THE COMPANY THE FORMS
REQUIRED BY SECTION 10.10(D) OF THE CREDIT AGREEMENT, EITHER U.S. INTERNAL REVENUE SERVICE
FORM W-8 BEN OR U.S. INTERNAL REVENUE SERVICE FORM W-8 ECI (WHEREIN THE ASSIGNEE CLAIMS
ENTITLEMENT TO COMPLETE EXEMPTION FROM U.S. FEDERAL WITHHOLDING TAX ON ALL INTEREST PAYMENTS
UNDER THE CREDIT




-3-









 






	 	 	DOCUMENTS), AND (B) AGREES FOR THE BENEFIT OF THE ASSIGNOR, THE ADMINISTRATIVE AGENT AND THE
COMPANY TO PROVIDE THE ASSIGNOR, THE ADMINISTRATIVE AGENT AND THE COMPANY FROM TIME TO TIME
NEW FORMS AS REQUIRED BY SECTIONS 10.10(D)(III) AND 3.3(B) OF THE CREDIT AGREEMENT, AND TO
COMPLY FROM TIME TO TIME WITH ALL APPLICABLE U.S. LAWS AND REGULATIONS WITH REGARD TO SUCH
WITHHOLDING TAX EXEMPTION.






	7.	 	NOTICE AND PAYMENT INSTRUCTIONS. ALL NOTICES IN CONNECTION HEREWITH SHALL BE GIVEN IN
ACCORDANCE WITH SECTION 10.7 OF THE CREDIT AGREEMENT. THE ADDRESS OF THE ASSIGNEE FOR NOTICES
HEREUNDER AND THEREUNDER, TOGETHER WITH PAYMENT INSTRUCTIONS FOR AMOUNTS TO BE PAID TO THE
ASSIGNEE UNDER THE CREDIT AGREEMENT, SHALL BE INITIALLY AS SET FORTH ON THE SIGNATURE PAGES
HEREOF.






	8.	 	MISCELLANEOUS. THE AGREEMENT (A) EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS,
CONSENTS AND UNDERSTANDINGS RELATING TO SUCH SUBJECT MATTER, AND (B) SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.





[Signatures begin on the next page]




-4-









 








     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by
their duly authorized officers as the date first above written.



	 	 	 	 	 
	 	[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Address for Notices:




                                                            

                                                            

                                                            

                                                            

Attn:                                                   

Telephone No.:                                 

Telecopy No.:                                   




Lending Office:




                                                            

                                                            

                                                            

                                                            

Attn:                                                   

Telephone No.:                                 

Telecopy No.:                                   




Payment Instructions:




 









 






     [The foregoing assignment acknowledged and consented to as of                           ,      .



	 	 	 	 	 
	 	NOBLE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	] 



 









 






	 	 	 	 	 




     [The foregoing assignment acknowledged and consented to as of                           ,      .



	 	 	 	 	 
	 	CITIBANK, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	] 



 









 






	 	 	 	 	 




    [The foregoing assignment acknowledged and consented to as of                           ,      .



	 	 	 	 	 
	 	 	,
	 	as an Issuing Bank	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	] 
	 
	 	 	 	[List other Issuing Banks.] 	 



 









 









	 	 	 	 	 



SCHEDULE I




TO




ASSIGNMENT AGREEMENT




Assignor:                                                                        
   




Assignee:                                                                        
   




Assignment Date:                                                             




	 
	 	 	Principal Amount	 	 	Percentage of
	Commitment	 	Assigned	 	 	Commitment Assigned1





 




			
	1	 	Set forth to at least 8 decimals, as a
percentage of the aggregate Commitments of all Lenders.