##### 



Exhibit 4.1
 EXECUTION VERSION
 
 SHORT-TERM LOAN AGREEMENT
 Dated as of
 July 24, 2007
 among
 NOBLE CORPORATION,
as Borrower,
 THE LENDERS PARTIES HERETO,
 and
 GOLDMAN SACHS CREDIT PARTNERS L.P.
as Administrative Agent




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##### 



TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS; INTERPRETATION
    
    
    1Section 1.1. Definitions
    
    
    1Section 1.2. Time of Day
    
    
    11Section 1.3. Accounting Terms; GAAP
    
    
    11ARTICLE 2 THE CREDIT FACILITIES
    
    
    11Section 2.1. Commitments for Term Loans
    
    
    11Section 2.2. Types of Term Loans and Minimum Borrowing Amounts
    
    
    12Section 2.3. Manner of Borrowings; Continuations and Conversions of Borrowings
    
    
    12Section 2.4. Interest Periods
    
    
    13Section 2.5. Disbursement of Loans
    
    
    14Section 2.6. Applicable Interest Rates
    
    
    14Section 2.7. Default Rate
    
    
    15Section 2.8. Repayment of Loans; Evidence of Debt
    
    
    16Section 2.9. Optional Prepayments
    
    
    17Section 2.10. Mandatory Prepayments of Loans
    
    
    17Section 2.11. Breakage Fees
    
    
    17ARTICLE 3 FEES AND PAYMENTS
    
    
    18Section 3.1. [Reserved]
    
    
    18Section 3.2. Place and Application of Payments
    
    
    18Section 3.3. Withholding Taxes
    
    
    19ARTICLE 4 CONDITIONS PRECEDENT
    
    
    22Section 4.1. Borrowing
    
    
    22ARTICLE 5 REPRESENTATIONS AND WARRANTIES
    
    
    23Section 5.1. Corporate Organization
    
    
    23Section 5.2. Power and Authority; Validity
    
    
    24Section 5.3. No Violation
    
    
    24Section 5.4. Litigation
    
    
    24Section 5.5. Use of Proceeds; Margin Regulations
    
    
    24Section 5.6. Investment Company Act
    
    
    24
 -i-




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TABLE OF CONTENTS
 PageSection 5.7. Existing Credit Facility
    
    
    25Section 5.8. True and Complete Disclosure
    
    
    25Section 5.9. Financial Statements
    
    
    25Section 5.10. No Material Adverse Effect
    
    
    25Section 5.11. Taxes
    
    
    25Section 5.12. Consents
    
    
    26Section 5.13. Insurance
    
    
    26Section 5.14. Intellectual Property
    
    
    26Section 5.15. Ownership of Property
    
    
    26Section 5.16. Existing Indebtedness
    
    
    26Section 5.17. Existing Liens
    
    
    26ARTICLE 6 COVENANTS
    
    
    27Section 6.1. Corporate Existence
    
    
    27Section 6.2. Maintenance
    
    
    27Section 6.3. Taxes
    
    
    27Section 6.4. ERISA
    
    
    27Section 6.5. Insurance
    
    
    28Section 6.6. Financial Reports and Other Information
    
    
    28Section 6.7. Lender Inspection Rights
    
    
    30Section 6.8. Conduct of Business
    
    
    30Section 6.9. Restrictions on Fundamental Changes
    
    
    31Section 6.10. Liens
    
    
    31Section 6.11. Subsidiary Indebtedness
    
    
    34Section 6.12. Use of Property and Facilities; Environmental Laws
    
    
    35Section 6.13. Transactions with Affiliates
    
    
    35Section 6.14. Sale and Leaseback Transactions
    
    
    35Section 6.15. Compliance with Laws
    
    
    36Section 6.16. Use of Proceeds
    
    
    36ARTICLE 7 EVENTS OF DEFAULT AND REMEDIES
    
    
    36Section 7.1. Events of Default
    
    
    36
 -ii-




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##### 



TABLE OF CONTENTS
 PageSection 7.2. Non-Bankruptcy Defaults
    
    
    38Section 7.3. Bankruptcy Defaults
    
    
    38Section 7.4. [Reserved]
    
    
    38Section 7.5. Notice of Default
    
    
    38Section 7.6. Expenses
    
    
    38Section 7.7. Distribution and Application of Proceeds
    
    
    38ARTICLE 8 CHANGE IN CIRCUMSTANCES
    
    
    39Section 8.1. Change of Law
    
    
    39Section 8.2. Unavailability of Deposits or Inability to Ascertain LIBOR Rate
    
    
    40Section 8.3. Increased Cost and Reduced Return
    
    
    40Section 8.4. Lending Offices
    
    
    42Section 8.5. Discretion of Lender as to Manner of Funding
    
    
    42Section 8.6. Substitution of Lender
    
    
    42ARTICLE 9 THE AGENTS
    
    
    43Section 9.1. Appointment and Authorization of Administrative Agent
    
    
    43Section 9.2. Rights and Powers
    
    
    43Section 9.3. Action by Administrative Agent
    
    
    44Section 9.4. Consultation with Experts
    
    
    44Section 9.5. Indemnification Provisions; Credit Decision
    
    
    44Section 9.6. Indemnity
    
    
    45Section 9.7. Resignation of the Administrative Agent
    
    
    45ARTICLE 10 MISCELLANEOUS
    
    
    46Section 10.1. No Waiver
    
    
    46Section 10.2. Non-Business Day
    
    
    46Section 10.3. Documentary Taxes
    
    
    46Section 10.4. Survival of Representations
    
    
    47Section 10.5. Survival of Indemnities
    
    
    47Section 10.6. Setoff
    
    
    47Section 10.7. Notices
    
    
    48
 -iii-




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TABLE OF CONTENTS
 PageSection 10.8. Counterparts
    
    
    50Section 10.9. Successors and Assigns
    
    
    50Section 10.10. Sales and Transfers of Borrowing and Notes; Participations in
Borrowings and Notes
    
    
    50Section 10.11. Amendments, Waivers and Consents
    
    
    54Section 10.12. Headings
    
    
    54Section 10.13. Legal Fees, Other Costs and Indemnification
    
    
    54Section 10.14. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
    
    
    55Section 10.15. Confidentiality
    
    
    57Section 10.16. Effectiveness
    
    
    57Section 10.17. Severability
    
    
    58Section 10.18. Currency Conversion
    
    
    58Section 10.19. [Reserved]
    
    
    58Section 10.20. Change in Accounting Principles, Fiscal Year or Tax Laws
    
    
    58Section 10.21. Final Agreement
    
    
    59Section 10.22. Officers Certificates
    
    
    59Section 10.23. Effect of Inclusion of Exceptions
    
    
    59Section 10.24. Margin Stock
    
    
    59Section 10.25. Patriot Act Notice
    
    
    59Section 10.26. No Fiduciary Duty
    
    
    59
 -iv-




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##### 



Exhibits:Exhibit 1.1
    
    
    
    Form of NDC GuarantyExhibit 2.3
    
    
    
    Form of Borrowing RequestExhibit 2.8
    
    
    
    Form of NoteExhibit 4.1A
    
    
    
    Form of Opinion of Thompson & Knight LLPExhibit 4.1B
    
    
    
    Form of Opinion of Maples and CalderExhibit 6.6
    
    
    
    Form of Compliance CertificateExhibit 6.11
    
    
    
    Form of Subsidiary GuarantyExhibit 10.10
    
    
    
    Form of Assignment AgreementSchedules:Schedule 5.16
    
    
    
    Existing IndebtednessSchedule 5.17
    
    
    
    Existing Liens




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##### 



SHORT-TERM LOAN AGREEMENT
 THIS SHORT-TERM LOAN AGREEMENT Agreement Borrower Lender Lenders Administrative Agent
     ARTICLE 1
 DEFINITIONS; INTERPRETATION.
 Definitions
 Adjusted LIBOR
 Adjusted LIBOR     =
    
    LIBOR Rate for such Interest Period1.00 - Statutory Reserve Rate
 Adjusted LIBOR Loan
 Administrative Agent
 Administrative Agents Account




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##### 



Administrative Questionnaire
 Agreement
 Applicable Margin per annum
 Arrangement Fee
 Assignment Agreement Exhibit 10.10
 Base Rate
 The Wall Street Journal
 provided that
 Base Rate Loan
 Borrower
 Borrowing advanced continued converted
 2




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##### 



Borrowing Multiple
 Borrowing Request
 Business Day
 Capitalized Lease Obligations
 Closing Date
 Code
 Commitment
 Commitment Letter
 Committed Amount
 Compliance Certificate Exhibit 6.6
 Consolidated Net Assets minus
 Consolidated Tangible Net Worth less
 3




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##### 



Controlling Affiliate control
 Credit Documents
 Credit Party
 Currency Rate Protection Agreement
 Default
 Dollar U.S. Dollar $
 Dollar Equivalent
 Environmental Claims Claims
 Environmental Law
 ERISA
 Event of Default
 4




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##### 



Exchange Rate provided
 Existing Credit Facility
 Fitch
 Foreign Plan
 GAAP
 Governmental Authority
 Guarantor
 Guaranty primary obligor
 5




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##### 



Hazardous Material hazardous toxic
 Highest Lawful Rate
 Indebtedness
 6




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##### 



provided, however
 Interest Payment Date
 Interest Period
 Interest Rate Protection Agreement
 Lender
 Lending Office
 LIBOR Rate LIBOR Rate
 7




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##### 



Lien
 Loan Loans
 Material Adverse Effect
 Maturity Date
 Moodys
 NDC
 NDC Guaranty Exhibit 1.1
 NICAS
 NICAS Liquidation
 Non-recourse Debt
 Note
 Obligations
 Patriot Act
 PBGC
 8




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##### 



Percentage
 Performance Guaranties
 Performance Letters of Credit
 Permitted Business
 Permitted Liens
 Person
 Plan
 Refinancing
 Required Lenders
 Sale-Leaseback Transaction
 S&P
 Senior NDC Notes
 9




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##### 



Significant Subsidiary
 SPV provided that
 Statutory Reserve Rate
 Subsidiary
 10




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##### 



Subsidiary Debt Basket Amount
 Subsidiary Guaranty
 Taxes
 Term Credit Exposure
 Term Loan
 Total Assets
 Transactions
 Type
 Unfunded Vested Liabilities
 Time of Day
 Accounting Terms; GAAP
 ARTICLE 2
 THE CREDIT FACILITIES.
 Commitments for Term Loans Term
 11




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##### 



Loans
 Types of Term Loans and Minimum Borrowing Amounts
 Manner of Borrowings; Continuations and Conversions of Borrowings
 Notice of Term Loan Borrowings Exhibit 2.3 Borrowing Request"
 Notice of Continuation or Conversion of Outstanding Borrowings.
 Manner of Notice
 12




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##### 



Notice to the Lenders
 Borrowers Failure to Notify
 Conversion
 Interest Periods provided, however
  13




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##### 



provided, however
 Disbursement of Loans
 Applicable Interest Rates
 Base Rate Loans
 Adjusted LIBOR Loans plus
 14




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##### 



[Reserved]
 Rate Determinations
 Default Rate
  plus
  15




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##### 



Repayment of Loans; Evidence of Debt
 Repayment of Loans
 Record of Loans by Lenders
 Record of Loans by Administrative Agent
 Evidence of Obligations prima facie provided
 Notes Exhibit 2.8 Note
 Recording of Loans and Payments on Notes prima facie provided, however
 16




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##### 



Optional Prepayments provided, however provided, however
 Mandatory Prepayments of Loans
   Breakage Fees
 17




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##### 



ARTICLE 3
 FEES AND PAYMENTS.
 [Reserved]
 Place and Application of Payments
 pro rata
  18




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##### 



Withholding Taxes
 Payments Free of Withholding
     19




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##### 



20




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##### 



U.S. Withholding Tax Exemptions
 Inability of Lender to Submit Forms
 Refund of Taxes provided, however
 21




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##### 



ARTICLE 4
 CONDITIONS PRECEDENT.
 Borrowing
  Certificates of Officers of the Borrower
 Certificates of Officers of NDC
 Regulatory Filings and Approvals
 Opinions of Counsel Exhibit 4.1A Exhibit 4.1B
 Closing Certificate
 22




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##### 



Borrowing Request
 Process Agent
    Regulations U and X
  ARTICLE 5
 REPRESENTATIONS AND WARRANTIES.
  Corporate Organization
 23




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##### 



Power and Authority; Validity
 No Violation
 Litigation
 Use of Proceeds; Margin Regulations
 Use of Proceeds
 Margin Stock margin stock
 Investment Company Act
 24




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##### 



investment company controlled investment company
 Existing Credit Facility
 True and Complete Disclosure
 Financial Statements
 No Material Adverse Effect
 Taxes Taxes
 25




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##### 



Consents
 Insurance
 Intellectual Property
 Ownership of Property
 Existing Indebtedness
 Existing Liens
 26




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##### 



ARTICLE 6
 COVENANTS.
  Corporate Existence
 Maintenance provided, however
 Taxes
 ERISA
 27




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##### 



Insurance.
 Financial Reports and Other Information
 Periodic Financial Statements and Other Documents
  28




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##### 



provided
   Compliance Certificates Exhibit 6.6
 Reserved
 Notice of Events Relating to Environmental Laws and Claims
  29




---



##### 



Notices of Default, Litigation, Etc
 Lender Inspection Rights
 Conduct of Business Permitted Business
 30




---



##### 



Restrictions on Fundamental Changes
   provided
 Liens Permitted Liens
 Schedule
5.17
 provided that
 31




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##### 



provided, that
 provided that
   32




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##### 



provided,
however,
          33




---



##### 



Subsidiary Indebtedness
 Schedule 5.16
    provided that
     34




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##### 



Subsidiary Debt Basket Amount
 Exhibit 6.11 provided that
  Use of Property and Facilities; Environmental Laws
 Transactions with Affiliates
 Sale and Leaseback Transactions
 35




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##### 



Compliance with Laws provided, however
 Use of Proceeds
 ARTICLE 7
 EVENTS OF DEFAULT AND REMEDIES.
 Events of Default
     Material Indebtedness"
 36




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##### 



Material Plan
 37




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##### 



Non-Bankruptcy Defaults
 Bankruptcy Defaults
 [Reserved]
 Notice of Default
 Expenses
 Distribution and Application of Proceeds
 38




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##### 



pro rata
  pro rata
 pro rata
 pro rata
  ARTICLE 8
 CHANGE IN CIRCUMSTANCES.
 Change of Law
  39




---



##### 



Unavailability of Deposits or Inability to Ascertain LIBOR Rate
 Increased Cost and Reduced Return
  40




---



##### 



41




---



##### 



provided that prima
facie
 Lending Offices provided that
 Discretion of Lender as to Manner of Funding
 Substitution of Lender
 42




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##### 



ARTICLE 9
 THE AGENTS.
 Appointment and Authorization of Administrative Agent
 Rights and Powers
 43




---



##### 



Action by Administrative Agent
 Consultation with Experts
 Indemnification Provisions; Credit Decision
 44




---



##### 



Indemnity
 Resignation of the Administrative Agent
 45




---



##### 



ARTICLE 10
 MISCELLANEOUS.
 No Waiver
 Non-Business Day
 Documentary Taxes
 46




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##### 



Survival of Representations
 Survival of Indemnities
 Setoff provided that provided, however
 47




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##### 



Notices
  To the Borrower:
    
    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  6146To the Administrative Agent:
    
    Goldman Sachs Credit Partners L.P.
30 Hudson Street, 17th Floor
Jersey City, NJ 07302
Attention: Philip Green
Telecopy Number: (212) 357-7570
 provided that provided further
 provided that
 48




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##### 



Communications gds.link@gs.com
 Platform
 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 BORROWER, ANY LENDER 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 BORROWER, ANY OF THE AGENT PARTIES OR ANY OTHER PERSON OF COMMUNICATIONS
THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY
 49




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##### 



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.
   Counterparts
 Successors and Assigns provided, however, provided that
 Sales and Transfers of Borrowing and Notes; Participations in Borrowings
and Notes
 50




---



##### 



Participants" provided that provided further provided that provided that provided, further
  51




---



##### 



Purchasing Lender Exhibit 10.10 provided that plus
  52




---



##### 



53




---



##### 



Amendments, Waivers and Consents provided
that
   Headings
 Legal Fees, Other Costs and Indemnification
 54




---



##### 



provided, however provided that
 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
 55




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##### 



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 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 DISTRICT OF NEW YORK. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE BORROWER 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. THE BORROWER HEREBY
IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM, 111 8TH AVENUE, NEW YORK, NEW YORK 10011, AS THE
DESIGNEE, APPOINTEE AND AGENT OF THE BORROWER 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, THE BORROWER 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, THE BORROWER 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 THE
BORROWER 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, THE BORROWER 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.
 56




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##### 



(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.
 (E) THE BORROWER, THE ADMINISTRATIVE AGENT, AND THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE, 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 SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES
(EXCEPT, IN THE CASE OF THE BORROWERS OBLIGATION HEREUNDER TO INDEMNIFY AND HOLD HARMLESS THE
INDEMNIFIED PARTIES, TO THE EXTENT ANY INDEMNIFIED PARTY IS FOUND LIABLE FOR SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES TO A THIRD PARTY).
 Confidentiality Information
 Effectiveness
 57




---



##### 



Severability
 Currency Conversion provided
  Change in Accounting Principles, Fiscal Year or Tax Laws
 58




---



##### 



Final Agreement 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.
 Officers Certificates
 Effect of Inclusion of Exceptions
 Margin Stock
 Patriot Act Notice
 No Fiduciary Duty
 59




---



##### 



60




---



##### 



NOBLE CORPORATION,
As BorrowerBy:
    /s/ Thomas L. MitchellThomas L. MitchellSenior Vice President and
Chief Financial Officer




---



##### 



GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Administrative Agent and a LenderBy:
    /s/ Bruce H. MendelsohnName:
    Bruce H. MendelsohnTitle:
    Authorized Signatory COMMITMENT:
    
    $
    685,000,000PERCENTAGE:
    
    
    100
    %




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##### 



EXHIBIT 1.1
 GUARANTY AGREEMENT
 THIS GUARANTY AGREEMENT Guaranty Guarantor Guaranteed Party Guaranteed Parties
 WITNESSETH :
 WHEREAS, Borrower Loan Agreement
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE
 SECTION 1. Guaranty Obligation Currency Guaranteed Obligations




---



##### 



SECTION 2. Guaranty Absolute
      -2-




---



##### 



SECTION 3. Waiver
 SECTION 4. Subrogation
 -3-




---



##### 



SECTION 5. Severability
 SECTION 6. Amendments, Etc
 SECTION 7 Notices
 SECTION 8 No Waiver; Remedies
 SECTION 9 Right Of Set Off
 SECTION 10 Continuing Guaranty; Transfer Of Obligations
 -4-




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##### 



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 BORROWER 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
 -5-




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##### 



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 LOAN 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 SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (EXCEPT, IN THE CASE OF
THE BORROWERS OBLIGATION UNDER THE LOAN AGREEMENT TO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED
PARTIES THEREUNDER, TO THE EXTENT ANY SUCH INDEMNIFIED PARTY IS FOUND LIABLE FOR SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES TO A THIRD PARTY).
 SECTION 12. [Reserved] .
 SECTION 13. Judgment Currency. Judgment Currency
 SECTION 14. Automatic Acceleration in Certain Events.
 -6-




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##### 



SECTION 15. Maximum Obligations .
    Avoidance
Provisions
  -7-




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##### 



SECTION 16. Indemnity and Subrogation
 SECTION 17. Information .
 SECTION 18. Representations and Warranties .
 SECTION 19. Survival of Agreement .
 SECTION 20. Counterparts .
 -8-




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##### 



SECTION 21. Currency of Payment
 SECTION 22. Termination of Guaranty
  -9-




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##### 



IN WITNESS WHEREOF
 Address for Notices:
    
    NOBLE DRILLING CORPORATION13135 South Dairy AshfordSuite 800
    
    By:Sugar Land, TX 77478
    
    
    
    Thomas L. Mitchell
Senior Vice President and
Chief Financial OfficerGOLDMAN SACHS CREDIT PARTNERS L.P.
(Administrative Agent)By:Name:Title:
 
 NOBLE CORPORATION
 By:Thomas L. Mitchell
Senior Vice President and Chief Financial Officer
 -10-




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##### 



EXHIBIT 2.3
 BORROWING REQUEST
 
 
 Re:
    
    Short-Term Loan Agreement (the Loan Agreement) to be dated as of July 24, 2007, among NOBLE
CORPORATION (the Borrower), a Cayman Islands exempted company limited by shares, the lenders
from time to time parties thereto (each a Lender and collectively, the Lenders), GOLDMAN
SACHS CREDIT PARTNERS L.P., as administrative agent for the Lenders (in such capacity, the
Administrative Agent).
  NEW BORROWINGS
  (A)
    
    Type(B)
    
    Date of Borrowing (which must be a Business Day)(C)
    
    Funds are requested to be disbursed to the Borrower at:Bank Name:Bank Address:Account Number:(D)
    
    Principal Amount of
Borrowing(E)
    
    Interest Period




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##### 



CONTINUATIONS AND CONVERSIONS OF BORROWINGS
  (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 Adjusted LIBOR Loans(E)
    
    Interest Period
  (A)
    
    Date of Conversion(B)
    
    Aggregate amount to be converted to Adjusted LIBOR Loans(C)
    
    Interest Period
  NOBLE CORPORATIONBy:Name:Title: -2-




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##### 



EXHIBIT 2.8
 NOTE
(Master Note)
 U.S.$
    
    , ___
 Borrower  Lender
 prima facie provided however




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##### 



Highest Lawful Rate
 Loan Agreement Administrative Agent Loan
Agreement Loan Agreement Loan
Agreement Loan Agreement
   -2-




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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
 NOBLE CORPORATION, a Cayman Islands
exempted company limited by sharesBy:Name:Title:
 -3-




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LOANS AND PRINCIPAL PAYMENTS
 Amount of PrincipalDate
    
    Loan
    
    Repaid
    
    Unpaid Principal BalanceAdjusted
    
    
    
    Adjusted
    
    
    
    
    
    
    
    NotationBase Rate
    
    LIBOR
    
    Base Rate
    
    LIBOR
    
    Base Rate
    
    Adjusted LIBOR
    
    Total
    
    Made by




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##### 



EXHIBIT 6.6
 COMPLIANCE CERTIFICATE
 Borrower
 Borrower
 A.
    
    The attached financial statements are unaudited quarterly financial statements or copy of the
Borrowers form 10-Q as filed with the SEC and fairly present in all material respects on a
consolidated basis the financial condition of the Borrower 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.
    
    Check either 1 or 2
   THIS CERTIFICATE MADE AND DELIVERED THIS ____ DAY OF ___ _____.
 NOBLE CORPORATIONBy:Name:Title:




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##### 



EXHIBIT 6.11
 SUBSIDIARY GUARANTY AGREEMENT
 THIS SUBSIDIARY GUARANTY AGREEMENT Guaranty    Borrower Guarantor Guarantors Administrative
Agent Lender Guaranteed Parties
 WITNESSETH :
 WHEREAS, Loan Agreement
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE
 SECTION 1. Guaranty Obligation Currency




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##### 



Guaranteed Obligations
 SECTION 2. Guaranty Absolute
     -2-




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##### 



SECTION 3. Waiver
 SECTION 4. Subrogation
 -3-




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##### 



SECTION 5. Severability
 SECTION 6. Amendments, Etc
 SECTION 7 Notices
 SECTION 8 No Waiver; Remedies
 SECTION 9 Right Of Set Off
 -4-




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##### 



SECTION 10 Continuing Guaranty; Transfer Of Obligations
 SECTION 11 Governing Law; Appointment Of Agent For Service Of Process; Submission To
Jurisdiction; Waiver of Jury Trial
  
 -5-




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##### 



SECTION 12
 SECTION 13. Judgment Currency.
 -6-




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##### 



Judgment Currency
 SECTION 14. Automatic Acceleration in Certain Events.
 SECTION 15. Maximum Obligations .
    -7-




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##### 



Avoidance
Provisions
  SECTION 16. Indemnity, Contribution, and Subrogation
  Contributing Guarantor Claiming Guarantor
 -8-




---



##### 



net worth
 SECTION 17. Information .
 SECTION 18. Representations and Warranties .
 SECTION 19. Survival of Agreement .
 SECTION 20. Counterparts .
 SECTION 21. Currency of Payment
 SECTION 22. Additional Guarantors . Annex 1 Additional Guarantor
 -9-




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##### 



SECTION 23. Termination of Guaranty
 -10-




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##### 



IN WITNESS WHEREOF
 Address for Notices:
    
    [NAME
OF GUARANTOR]By:Name:Title:GOLDMAN SACHS CREDIT PARTNERS L.P.
(Administrative Agent)By:Name:Title:SECTION 16 OF THE 
FOREGOING GUARANTY 
ACKNOWLEDGED AND 
AGREED TO:
 NOBLE CORPORATIONBy:Name:Title:
 -11-




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##### 



FORM OF GUARANTY SUPPLEMENT
 
 Supplement Guaranty
 1. Guaranty.
     2. Further Assurances.




---



##### 



[NAME OF SUBSIDIARY]By:Name:Title:
 Address for Notices:Attention:Telephone:Telecopy:
 ACKNOWLEDGED AND ACCEPTED,
as of the date above first written:GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Administrative AgentBy:Name:Title:NOBLE CORPORATIONBy:Name:Title:
 -2-




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##### 



EXHIBIT 10.10
 ASSIGNMENT AGREEMENT
 Agreement Assignor   Assignee Borrower Administrative Agent
 WITNESSETH :
 Borrower Borrower Lenders Loan Agreement
 Schedule I Schedule I Assigned Interest
  1.
    
    DEFINITIONS. ANY CAPITALIZED TERM DEFINED IN THE LOAN AGREEMENT AND USED IN THIS AGREEMENT
SHALL HAVE THE MEANING ASCRIBED TO IT IN THE LOAN AGREEMENT. SECTION 1.1 OF THE LOAN
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 LOAN AGREEMENT, THE BORROWER AND THE ADMINISTRATIVE AGENT,
AS OF THE DATE HEREOF (A) THE ASSIGNEE SHALL SUCCEED, ON A PRO RATA BASIS IN




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##### 



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
LOAN 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. ALL PAYMENTS OF PRINCIPAL OF AND ACCRUED INTEREST ON THE LOANS AND REIMBURSEMENT
OBLIGATIONS ARE TO BE MADE BY THE 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 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 BORROWER AND THE ADMINISTRATIVE AGENT. THIS AGREEMENT IS CONDITIONED UPON THE
CONSENT OF THE BORROWER AND THE ADMINISTRATIVE AGENT TO THE EXTENT REQUIRED BY SECTION
10.10(B) OF THE LOAN AGREEMENT. THE EXECUTION OF THIS AGREEMENT BY THE BORROWER AND THE
ADMINISTRATIVE AGENT IS EVIDENCE OF ANY SUCH CONSENT. PURSUANT TO SECTION 10.10(B) OF THE
LOAN AGREEMENT, (A) THE ASSIGNOR AGREES TO DELIVER ANY CURRENT NOTES EXECUTED BY THE BORROWER
TO THE BORROWER, MARKED CANCELLED OR ITS EQUIVALENT, AND SIMULTANEOUSLY THEREWITH (B) THE
BORROWER AGREES 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
 -2-




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##### 



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 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 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 BORROWER THE FORMS REQUIRED BY SECTION 10.10(D) OF
THE LOAN 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 DOCUMENTS), AND (B) AGREES
FOR THE BENEFIT OF THE ASSIGNOR, THE ADMINISTRATIVE AGENT AND THE BORROWER TO PROVIDE THE
ASSIGNOR, THE ADMINISTRATIVE AGENT AND THE BORROWER FROM TIME TO TIME NEW FORMS AS REQUIRED BY
SECTIONS 10.10(D)(III) AND 3.3(B) OF THE LOAN 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
 -3-




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##### 



LOAN 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 LOAN 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.
  -4-




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##### 



[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




---



##### 



NOBLE CORPORATIONBy:Name:Title:
    
    

    ]




---



##### 



GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Administrative AgentBy:Name:Title:
    
    

    ]




---



##### 



SCHEDULE I
TO
ASSIGNMENT AGREEMENT
 Assignor:Assignee:Assignment Date:
 Principal Amount
    
    Percentage ofCommitment
    
    Assigned
    
    Commitment Assigned1
 
 1
    
    Set forth to at least 8 decimals, as a
percentage of the aggregate Commitments of all Lenders.