SHORT-TERM LOAN AGREEMENT

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

TABLE OF CONTENTS

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

TABLE OF CONTENTS
(continued)

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

TABLE OF CONTENTS
(continued)

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

TABLE OF CONTENTS
(continued)

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

Exhibits:
Exhibit 1.1		—		Form of NDC Guaranty
Exhibit 2.3		—		Form of Borrowing Request
Exhibit 2.8		—		Form of Note
Exhibit 4.1A		—		Form of Opinion of Thompson & Knight LLP
Exhibit 4.1B		—		Form of Opinion of Maples and Calder
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

SHORT-TERM LOAN AGREEMENT

     THIS SHORT-TERM LOAN AGREEMENT (this “Agreement”), dated as of July 24, 2007, among NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (the “Borrower”), the lenders from time to time parties hereto (each a “Lender” and collectively, the “Lenders”) and GOLDMAN SACHS CREDIT PARTNERS L.P., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

WITNESSETH:

     WHEREAS, the Borrower has requested that the Lenders establish in its favor a short-term loan facility in the aggregate principal amount of U.S. $685,000,000, pursuant to which short-term loans would be made to the Borrower;

     WHEREAS, the Lenders are willing to make such short-term loan facility available to the Borrower 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:

     “Adjusted LIBOR” means, for any Borrowing of Adjusted LIBOR 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 Term Loan, while it bears interest at a rate based on Adjusted LIBOR as provided in Section 2.6(b).

     “Administrative Agent” means Goldman Sachs Credit Partners L.P., 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 the account of the Administrative Agent maintained by the Administrative Agent at Citibank, N.A., ABA No.: 021000089, Account No.: 40717188, Account Name: Goldman Sachs Credit Partners, Ref.: Noble Corporation, Attention: Bank Loan Operations – Philip Green, and such other account of the Administrative Agent as is

designated in writing from time to time by the Administrative Agent to the Borrower 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 Short-Term Loan Agreement, as the same may be amended, restated and supplemented from time to time.

     “Applicable Margin” means 0.30% per annum.

     “Arrangement Fee” means an arrangement fee payable to the Administrative Agent for the account of the Lenders as further described in the Commitment Letter.

     “Assignment Agreement” means an agreement in substantially the form of Exhibit 10.10 whereby a Lender conveys part or all of its Loans to another Person that is, or thereupon becomes, a Lender.

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

          (i) the rate of interest quoted in The Wall Street Journal Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time (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 quoted 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 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 (0.50%) per annum.

     “Base Rate Loan” means a Term Loan, while it bears interest at the rate specified in Section 2.6(a).

     “Borrower” is defined in the preamble.

     “Borrowing” means the extension of credit made by the Lenders on the Closing Date, including such Borrowing when continued or converted. A Borrowing is “advanced” on the Closing Date, is “continued” (in the case of an Adjusted LIBOR Loan) on the date a new Interest Period commences for such Borrowing, and is “converted” (in the case of Adjusted LIBOR

Loans) when such Borrowing is changed from one Type of Loan to the other, all as requested by the Borrower pursuant to Section 2.3.

     “Borrowing Multiple” means, for any Loan, $100,000.

     “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 an Adjusted LIBOR Loan, on which banks are dealing in Dollar deposits in the interbank eurocurrency market in London, England.

     “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.

     “Closing Date” means the date on which all the conditions precedent set forth in Article 4 shall be satisfied or waived.

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

     “Commitment” means, relative to any Lender, such Lender’s obligations to make a Term Loan pursuant to Section 2.1, in a principal amount equal to such Lender’s Percentage of the Committed Amount, in each case as in the amounts and percentages set forth opposite its signature hereto or pursuant to Section 10.10.

     “Commitment Letter” means that certain commitment letter dated July 20, 2007 between the Borrower and Goldman Sachs Credit Partners L.P.

     “Committed Amount” means $685,000,000.

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

     “Consolidated Net Assets” means, as of any date of determination, an amount equal to the aggregate book value of the assets of the Borrower, its Subsidiaries and, to the extent of the equity interest of the Borrower and its Subsidiaries therein, SPVs at such time, minus the current liabilities of the Borrower 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 Borrower 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 Borrower 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 Borrower and its Subsidiaries that would be classified as intangible assets on the consolidated balance sheet of the Borrower 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 Borrower (other than Persons controlled by the Borrower). 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 Borrowing Request, the NDC Guaranty and any Subsidiary Guaranties in effect from time to time.

     “Credit Party” means the Borrower 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.

     “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.

     “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 or as otherwise expressly provided herein.

     “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.

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

     “Exchange Rate” means with respect to any currency at any time, 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 and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be determined by the Administrative Agent based on current market spot rates; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent after consultation with the Borrower, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be prima facie evidence thereof.

     “Existing Credit Facility” means the credit facility of the Borrower established pursuant to that certain Revolving Credit Agreement dated March 15, 2007 among, inter alia, the Borrower as the borrower thereunder, the lenders from time to time party thereto and Citibank, N.A. as administrative agent thereunder.

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

     “Foreign Plan” means any pension, profit sharing, deferred compensation, or other employee benefit plan, program or arrangement maintained by any foreign Subsidiary of the Borrower 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.

     “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 Borrower 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 Borrower 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 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.

     “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.

     “Interest Payment Date” means (a) when a Term Loan is a Base Rate Loan, the earlier of (i) its conversion into an Adjusted LIBOR Loan and (ii) the Maturity Date and (b) when a Term Loan is an Adjusted LIBOR Loan, the last day of the Interest Period applicable thereto.

     “Interest Period” means with respect to an Adjusted LIBOR Loan, the period commencing on the date of such Loan and ending on the numerically corresponding day in the calendar month that is one or two months thereafter, in each case as the Borrower may elect, or such other period as is provided in Section 2.3(e). For purposes hereof, the date of a Loan initially shall be the Closing Date and thereafter shall be the effective date of the most recent conversion or continuation of such Loan.

     “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.

     “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 of Loan 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 Borrower as the office by which its Loans of such Type are to be made and maintained.

     “LIBOR Rate” means, for any Interest Period for an Adjusted LIBOR Loan, 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 U.S. Dollars, 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 of displaying British Bankers’ Association interest settlement rates as reasonably determined by the Administrative Agent after consultation with the Borrower 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 Adjusted LIBOR Loan will be the rate at which the Administrative Agent is offered deposits for U.S. Dollars 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 or (ii) an Adjusted LIBOR Loan, as the case may be, and “Loans” means two or more of any such Loans.

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

     “Maturity Date” means the earlier of (i) September 27, 2007 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.

     “NICAS” means Noble Investment Capital AS, a wholly-owned subsidiary of the Borrower organized under the laws of Norway.

     “NICAS Liquidation” means the liquidation of NICAS into the Borrower in accordance with applicable laws.

     “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 Borrower or any of its Subsidiaries, except as to certain specified present or future assets or interests of SPVs.

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

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

     “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 Committed Amount represented by such Lender’s Commitment.

     “Performance Guaranties” means all Guaranties of performance (and not financial Guaranties) of the Borrower 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 Borrower, 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 Borrower 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 Borrower 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.

     “Refinancing” means repayment by the Borrower of the intercompany loan made by NICAS to the Borrower on April 10, 2006 in an aggregate principal amount of $640,196,656 plus accrued and unpaid interest thereon as of the Closing Date.

     “Required Lenders” means, Lenders having Term Credit Exposures representing more than 50% of the sum of the total Term Credit Exposures of all Lenders at such time.

     “Sale-Leaseback Transaction” means any arrangement whereby the Borrower 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.

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

     “SPV” means any Person that is designated by the Borrower as a special purpose vehicle, provided that the Borrower 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 Borrower and its Subsidiaries) which equates to at least five percent (5%) of the Borrower’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 Borrower 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 Borrower 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 Borrower and its Subsidiaries, all as determined on a consolidated basis in accordance with GAAP during such fiscal year of the Borrower. The Borrower 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. Adjusted LIBOR Loans shall be deemed to be subject to such reserve requirements without benefit of or credit for pro-ration, 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.

     “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 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).

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

     “Term Credit Exposure” means, with respect to any Lender at any time, the sum at such time, without duplication, of such Lender’s applicable Percentage of the principal amounts of the outstanding Term Loans.

     “Term Loan” has the meaning set forth in Section 2.1.

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

     “Transactions” means each of the transactions contemplated by this Agreement and the other Credit Documents, including the Refinancing, the NICAS Liquidation and the use of proceeds of the NICAS Liquidation.

     “Type”, when used in reference to any Term Loan or Borrowing, refers to whether the rate of interest on such Term Loan, or on the Term 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 Borrower 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 Term Loans. Subject to the terms and conditions hereof, each Lender severally and not jointly agrees to make a term loan (collectively, the “Term

“Loans”) to the Borrower in Dollars and in a single draw on the Closing Date in an aggregate principal amount not to exceed an amount equal to its Commitment. Each Lender’s Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Commitment on such date. Term Loans may be repaid, in whole or in part, but once so repaid, all or any portion of the principal amounts thereof may not be reborrowed.

     Section 2.2. Types of Term Loans and Minimum Borrowing Amounts. The Term Loans may be outstanding as either Base Rate Loans or Adjusted LIBOR Loans, as selected by the Borrower pursuant to Section 2.3.

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

          (a) Notice of Term Loan Borrowings. The Borrower shall have given notice to the Administrative Agent by no later than (i) 5:00 P.M. at least two (2) Business Days prior to the Closing Date, if the Borrower requested the Lenders to advance Adjusted LIBOR Loans, and (ii) 5:00 P.M. at least one (1) Business Day prior to the Closing Date if the Borrower requested the Lenders to advance 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 Borrower.

          (b) Notice of Continuation or Conversion of Outstanding Borrowings. The Borrower may from time to time elect to change or continue the type of interest rate borne by the Borrowing as follows: (i) if the Borrowing is of Adjusted LIBOR Loans, the Borrower may continue such Borrowing as Adjusted LIBOR Loans for an Interest Period specified by the Borrower or convert all or part of such Borrowing into Base Rate Loans on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert 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 the Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into Adjusted LIBOR Loans for an Interest Period specified by the Borrower on any Business Day, in each case pursuant to notices of continuation or conversion as set forth below. Notices of the continuation of Adjusted LIBOR Loans for an additional Interest Period or of the conversion of Adjusted LIBOR Loans into Base Rate Loans or of Base Rate Loans into Adjusted LIBOR Loans must be given by no later than 12:00 P.M. at least three (3) Business Days before the date of the requested continuation or conversion.

          (c) Manner of Notice. The Borrower 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 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 and, if such Borrowing is to be comprised of Adjusted LIBOR Loans, the Interest Period applicable thereto. The Borrower 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 Borrower 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 the Borrowing. The Administrative Agent shall give notice to the Borrower and each Lender by like means of the interest rate applicable to each Borrowing of Adjusted LIBOR 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) Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 2.3(b) of the continuation or conversion of any outstanding principal amount of a Borrowing of Adjusted LIBOR Loans, and has not notified the Administrative Agent by 12:00 P.M. at least three (3) Business Days before the last day of the Interest Period for any Borrowing of Adjusted LIBOR Loans, that it intends to repay such Borrowing, the Borrower shall be deemed to have requested the continuation of such Borrowing as Adjusted LIBOR Loans with an Interest Period of one week. Upon the occurrence and during the continuance of any Event of Default, and upon notice thereof from the Administrative Agent to the Borrower, any Adjusted LIBOR Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan.

          (f) Conversion. If the Borrower shall elect to convert the 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, the 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 Closing Date), one comprised of (subject to subsequent conversion in accordance with this Agreement) Adjusted LIBOR Loans in an aggregate principal amount equal to the portion of the Borrowing so elected by the Borrower to be comprised of Adjusted LIBOR 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 the Borrowing so elected by the Borrower to be comprised of Base Rate Loans. This Section 2.3(f) shall be applied appropriately in the event that the Borrower shall make the elections described in the preceding sentence at the same time with respect to the Borrowing.

     Section 2.4. Interest Periods. As provided in Section 2.3, at the time of each request for a Borrowing of Adjusted LIBOR Loans, or for the continuation or conversion of any Borrowing of Adjusted LIBOR Loans, the Borrower 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 Borrower may not select an Interest Period that extends beyond the Maturity Date (and for the avoidance of doubt, the deemed request by the Borrower to continue the Borrowing as Adjusted LIBOR Loans with an Interest Period of one week pursuant to Section 2.3(e) hereof shall not be deemed to be a selection of an Interest Period that extends beyond the Maturity 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 succeeding Business Day, or (ii) in the case of Adjusted LIBOR 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 Adjusted LIBOR 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. Disbursement of Loans. Not later than 12:00 P.M. with respect to Adjusted LIBOR Loans, and 2:00 P.M. with respect to Base Rate Loans, on the Closing Date, each Lender, subject to all other provisions hereof, shall make available for the account of its applicable Lending Office its Term Loan comprising its portion of the Borrowing in funds immediately available for the benefit of the Administrative Agent in the Administrative Agent’s Account and according to the payment instructions of the Administrative Agent. The Administrative Agent shall, subject to all other provisions hereof, promptly make the proceeds of the Borrowing available in immediately available funds to the Borrower (or as directed in writing by the Borrower) on the Closing Date. No Lender shall be responsible to the Borrower for any failure by another Lender to fund its portion of the Borrowing, and no such failure by a Lender shall relieve any other Lender from its obligation, if any, to fund its portion of the Borrowing.

     Section 2.6. Applicable Interest Rates.

          (a) Base Rate Loans. Any 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 an Adjusted LIBOR 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. The Borrower agrees to pay such interest on each Interest Payment Date for such Loan and at maturity (whether by acceleration or otherwise).

          (b) Adjusted LIBOR Loans. Any Adjusted LIBOR Loan shall bear interest (computed on the basis of a 360-day year 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, in the case of Adjusted LIBOR Loans, conversion to Base Rate Loans 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. The 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 Adjusted LIBOR Loans, conversion to Base Rate Loans.

          (c) [Reserved].

          (d) Rate Determinations. The Administrative Agent shall determine each interest rate applicable to the Loans hereunder insofar as such 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 Borrower and each Lender of each determination of Adjusted LIBOR, with respect to each Adjusted LIBOR 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), such past due Loan 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 the Borrower agrees to pay on demand, at a rate per annum equal to:

          (a) for any Base Rate 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); and

          (b) for any Adjusted LIBOR 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 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).

          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 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; 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.

     Section 2.8. Repayment of Loans; Evidence of Debt.

          (a) Repayment of Loans. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, on the Maturity Date, the unpaid amount of the Term Loans to the Borrower then outstanding.

          (b) Record of Loans by Lenders. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made to the 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, acting as a non-fiduciary agent of the Borrower for this purpose, 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 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 Borrower to repay the Loans in accordance with the terms of this Agreement.

          (e) Notes. The Term Loans outstanding to the Borrower from each Lender shall, at the written request of such Lender, be evidenced by a promissory note of the Borrower payable to such Lender in the form of Exhibit 2.8 (each a “Note”). The Borrower agrees to execute and deliver to the Administrative Agent, for the benefit of each Lender requesting a promissory note as aforesaid, an original of each such promissory note, appropriately completed, to evidence the respective Loans made by such Lender to the Borrower hereunder, within ten (10) Business Days after the Borrower receives a written request therefor.

          (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 an Adjusted LIBOR 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 the Borrower to repay all Loans outstanding to the Borrower hereunder together with accrued interest thereon. At the request of any holder of a Note and upon such holder tendering to the Borrower the Note to be replaced, the 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. The Borrower shall have the privilege of prepaying any Base Rate 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 Borrower shall have given notice of such prepayment to the Administrative Agent no later than 12:00 P.M. on the date of such prepayment. The 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 $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 Borrower shall have given notice of such prepayment to the Administrative Agent no later than 12:00 P.M. at least one (1) 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 accrued and unpaid interest thereon to the date of such prepayment. Optional prepayments shall be applied ratably to the Loans of each Lender.

     Section 2.10. Mandatory Prepayments of Loans.

          (a) Within two (2) Business Days after the Borrower shall receive any payment in connection with the consummation of the NICAS Liquidation, the Borrower shall prepay, without premium or penalty except for the breakage fees and funding losses that are required to be paid pursuant to Section 2.11, the Term Loans in full and apply the entire net cash proceeds of the NICAS Liquidation to such prepayment. In the event that such net proceeds are not sufficient to make such prepayment in full or are not available to the Borrower, the Borrower shall remain obligated to make such prepayment of the Term Loans in full on such Business Day.

          (b) Immediately upon determining the need to make any prepayment pursuant to clause (a), the Borrower shall notify the Administrative Agent of such required prepayment. Any mandatory prepayment of Term Loans pursuant to this Section 2.10 shall not be limited by the notice provision for prepayments set forth in Section 2.9. Each prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Term 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 Adjusted LIBOR 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 the 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 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 Borrower 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 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 Borrower of such claim for compensation as provided herein, in which event the Borrower shall not have any obligation to pay such claim.

ARTICLE 3

FEES AND PAYMENTS.

     Section 3.1. [Reserved].

     Section 3.2. Place and Application of Payments.

          (a) All payments of principal of and interest on the Loans 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, for the benefit of the Lenders entitled to such payments, in immediately available funds on the due date thereof no later than 2:00 P.M. in the Administrative Agent’s Account or such other location as the