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EXHIBIT 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT




Dated as of March 2, 2006




     This SECOND AMENDMENT TO CREDIT AGREEMENT (together with the Annex hereto, this
“Amendment”) is among NOBLE CORPORATION (“Parent”), NOBLE HOLDING (U.S.)
CORPORATION (“NHC”), NOBLE DRILLING CORPORATION (the “Borrower”) and Goldman Sachs
Credit Partners L.P., as the Administrative Agent (in such capacity, the “Administrative
Agent”).



PRELIMINARY STATEMENTS:




     A. Parent, NHC, the Borrower, the lenders named therein (the “Lenders”) and the
Administrative Agent, entered into a Credit Agreement, dated as of December 22, 2005, as amended on
February 17, 2006 (together with all Schedules and Exhibits thereto, the “Credit
Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Credit Agreement); and



     B. The Borrower desires to amend the Credit Agreement to further extend the maturity date
thereof.



     NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



1. Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth
in Section 2 hereof, the Credit Agreement is hereby amended as follows:



     (a) the definition of “Maturity Date” set forth in Section 11 of the Credit Agreement is
amended and restated as follows:



          “Maturity Date” shall mean April 1, 2007.




     (b) Section 1 of the Credit Agreement is hereby amended to insert the following as new Section
1.14:



          Section 1.14 Fees. On June 1, 2006, the Borrower agrees to pay the Administrative
Agent the fees set forth in the Fee Letter dated March 2, 2006.




2. Conditions to Effectiveness. The effectiveness of the amendment contained in Section 1
of this Amendment is conditioned upon satisfaction of the following conditions precedent (the date
on which all such conditions precedent have been satisfied being referred to herein as the
“Amendment Effective Date”):



          (a) The Administrative Agent shall have received counterparts of this Amendment signed by each
of Parent, NHC, the Borrower, the Administrative Agent and the Required Lender;




 









 








          (b) the Agent shall have received counterparts of the consent of the Guarantor attached hereto
as Annex I (the “Consent”) executed by the Guarantor;




          (c) each of the representations and warranties in Section 3 below shall be true and correct in
all material respects on and as of the Amendment Effective Date; and




          (d) the Administrative Agent shall have received payment in immediately available funds of all
expenses incurred by the Agent (including, without limitation, legal fees) reimbursable under the
Credit Agreement and for which invoices have been presented.




3. Representations and Warranties. Each of Parent, NHC and the Borrower represent and
warrant to the Administrative Agent and the Lenders as follows:



          (a) Authority and Validity. Each of Parent, NHC and the Borrower has the corporate or
other organizational power and authority, and the legal right, to make, deliver and perform this
Amendment and to perform its obligations hereunder and under the Credit Agreement (as amended
hereby). The Guarantor has the organizational power and authority, and the legal right, to make
and deliver the Consent. The execution, delivery and performance (i) by each of Parent, NHC and
the Borrower of this Amendment and the Credit Agreement (as amended hereby) and the transactions
contemplated hereby and thereby and (ii) by the Guarantor of the Consent, in each case, have been
duly authorized by proper organizational proceedings, and constitutes the legal, valid and binding
obligation of such Credit Party enforceable against such Credit Party, as applicable, in accordance
with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally and general principles of equity,
regardless of whether the application of such principles is considered in a proceeding in equity or
at law. This Amendment is effective to amend the Credit Agreement as provided therein.




          (b) Representations and Warranties. After giving effect to this Amendment, the
representations and warranties contained in the Credit Agreement and the other Loan Documents
(other than any such representations and warranties that, by their terms, solely relate to an
earlier date) are true and correct on and as of the date hereof as though made on and as of the
date hereof.




          (d) No Conflicts; Government Consent. Neither the execution and delivery of this
Amendment or the Consent, nor the consummation of the transactions contemplated hereby and thereby,
nor the performance of and compliance with the terms and provisions hereof or thereof or of the
Credit Agreement (as modified hereby) by any party thereto will, at the time of such performance,
violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on
any Credit Party or any Subsidiary thereof or any Credit Party’s or any such Subsidiary’s articles
of incorporation or by-laws or comparable constitutive documents or the provisions of any
indenture, instrument or agreement to which such Credit Party or any Subsidiary thereof is a party
or is subject, or by which it, or its property, is bound, or conflict with or constitute a default
thereunder, or result in the creation or imposition of any Lien in, of or on the property of any
Credit Party or any Subsidiary thereof pursuant to the terms of any such indenture, instrument or
agreement which violation, conflict or imposition could reasonably be expected to have a Material
Adverse Effect. No order, consent, approval, license, authorization,




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or validation of, or filing, recording or registration with, or exemption by, any governmental or
public body or authority, or any subdivision thereof, is required to authorize, or is required in
connection with the execution, delivery and performance of, or the legality, validity, binding
effect or enforceability of, this Amendment or the Consent.




          (e) No Default. Both before and after giving effect to this Amendment, there exists
no Default or Event of Default.




4. Reference to and Effect on Credit Agreement.



          (a) Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended hereby. This Amendment is a Credit Document.




          (b) Except as specifically amended above, the Credit Agreement and the other Loan Documents
are and shall continue to be in full force and effect and are hereby in all respects ratified and
confirmed.




          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.



5. Counterparts. This Amendment 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 to be an original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile
shall be effective as delivery of a manually executed counterpart of this Amendment.



6. Headings. Section and Subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect



7. Severability. Any provision of this Amendment 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 such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.



8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.







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



	 	 	 	 	 	 
	 	 	NOBLE DRILLING CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark A. Jackson
	 

	 	 	 	 
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	NOBLE CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark A. Jackson
	 

	 	 	 	 
	 

	 	 	 	Title: President and Chief Operating Officer
	 
	 	 	 	 
	 	 	NOBLE HOLDING (U.S.) CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark A. Jackson
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President






 









 






	 	 	 	 	 	 
	 	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,
	 	 	     as Administrative Agent and as Lender
	 
	 	 	 	 
	 

	 	By:	 	/s/ W. W. Archer
	 
	 	 	 	 
	 

	 	 	 	Authorized Signatory







 









 






ANNEX I




CONSENT OF GUARANTORS




          The undersigned is a Guarantor of the Obligations of the Borrower under the Credit Agreement
and hereby (a) consents to the foregoing Amendment, (b) acknowledges that notwithstanding the
execution and delivery of the foregoing Amendment, the obligations of the undersigned Guarantor are
not impaired or affected and all guaranties given to the holders of Obligations continue in full
force and effect, and (c) confirms and ratifies its obligations under the Guaranty and each other
Credit Document executed by it. Capitalized terms used herein without definition shall have the
meanings given to such terms in the Amendment to which this Consent is attached or in the Credit
Agreement referred to therein, as applicable.




[Signature pages follow]





 









 








          IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Consent of
Guarantors as of March 2, 2006.




	 	 	 	 	 	 	 
	 	 	NOBLE DRILLING HOLDING LLC,	 	 
	 	 	     as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Strong	 	 
	 

	 	Name:
	 	 

Andrew Strong
	 	 
	 

	 	Title:
	 	 Senior Vice President