SHORT-TERM LOAN AGREEMENT

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GOLDMAN SACHS CREDIT PARTNERS LP | NOBLE CORPORATION

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Title: SHORT-TERM LOAN AGREEMENT
Governing Law: New York Date: 7/26/2007
Industry: Oil Well Services and Equipment Law Firm: Thompson Knight Sector: Energy

SHORT-TERM LOAN AGREEMENT, Parties: goldman sachs credit partners lp , noble corporation

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

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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

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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

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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

-iv-


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.

(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 Administrative Agent may designate in writing to the Borrower. Any payments received by the Administrative Agent from any Credit Party after the time specified in the preceding sentence shall be deemed to have been received on the next Business Day. The Administrative Agent will, on the same day each payment is received or deemed to have been received in accordance with this Section 3.2, cause to be distributed like funds in like currency to each Lender owed an Obligation for which such payment was received, pro rata based on the respective amounts of such type of Obligation then owing to each Lender.

(b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all amounts then due and payable to the Administrative

Agent and the Lenders under the Credit Documents, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order set forth in Section 7.7. In calculating the amount of Obligations owing to each Lender other than for principal and interest on Loans and fees under Section 3.1, the Administrative Agent shall only be required to include such other Obligations that Lenders have certified to the Administrative Agent in writing are due to such Lenders.

Section 3.3. Withholding Taxes .

(a) Payments Free of Withholding . Except as otherwise required by law and subject to Section 3.3(b), each payment by or on behalf of the Borrower to any Lender or the Administrative Agent under or in connection with this Agreement or any other Credit Document shall be made without withholding for or on account of any present or future taxes. If any such withholding is so required, the Borrower shall make the withholding and pay the amount withheld to the appropriate Governmental Authority before penalties attach thereto or interest accrues thereon. Moreover, in the case of any such present or future taxes imposed by or within the jurisdiction in which the Borrower is incorporated, any jurisdiction from which the Borrower makes any payment under this Agreement or any other Credit Document, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Administrative Agent, the following taxes:

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

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

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

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

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

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

Lending Office) so as to reduce or eliminate any such amounts which may thereafter accrue, if such change would not otherwise be materially disadvantageous to such payee.

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

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

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

ARTICLE 4

CONDITIONS PRECEDENT.

Section 4.1. Borrowing . The obligation of each Lender to advance its Term Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent shall have received duly executed signature pages to this Agreement (including by facsimile or other electronic means), the duly executed NDC Guaranty, and the following all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient number of signed counterparts as requested by the Administrative Agent:

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

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

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

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

(v) Closing Certificate . Certificate of the President or a Vice President of the Borrower as to the satisfaction of all conditions set forth in Section 4.1(b) and (c)

and certifying the ratings by S&P, Fitch and Moody’s, as of the Closing Date, of the Borrower’s non-credit enhanced senior unsecured long-term debt;

(vi) Borrowing Request . The Administrative Agent shall have received a Borrowing Request with respect to the Borrowing to occur on the Closing Date as required by the first sentence of Section 2.3(a); and

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

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

(c) No Default or Event of Default shall have occurred and be continuing on the Closing Date either prior to or immediately after giving effect to the funding of the Term Loans; and

(d) Payment of the Arrangement Fee and all other fees and all expenses incurred through the Closing Date then due and owing to the Administrative Agent and the Lenders pursuant to this Agreement and as otherwise agreed in writing by the Borrower.

(e) Regulations U and X . The Loans to be made to the Borrower shall not result in the Borrower or any Lender being in non-compliance with or in violation of Regulation U or X of the Board of Governors of the Federal Reserve System.

The delivery of a Borrowing Request shall constitute a representation and warranty by the Borrower of the correctness, as of the Closing Date, of the matters specified in clause (b) and (c) above.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to each Lender and the Administrative Agent as follows, in each case on and as of the Closing Date and immediately after giving effect to the making of the Term Loans:

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

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

Section 5.3. No Violation . Neither the execution, delivery or performance by any Credit Party of the Credit Documents to which it is a party nor compliance by it with the terms and provisions thereof, nor the consummation by it of the Transactions, will (i) contravene in any material respect any applicable provision of any law, statute, rule or regulation, or any applicable order, writ, injunction or decree of any court or governmental instrumentality (including, without limitation, with respect to Taxes), (ii) conflict with or result in any breach of any term, covenant, condition or other provision of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien other than any Permitted Lien upon any of the property or assets of such Credit Party or any of its Subsidiaries under, the terms of any material contractual obligation (including, without limitation, the Existing Credit Facility and the Senior NDC Notes) to which such Credit Party or any of its Subsidiaries is a party or by which they or any of their properties or assets are bound or to which they may be subject, or (iii) violate or conflict with any provision of the memorandum of association and articles of association, charter, articles or certificate of incorporation, partnership or limited liability company agreement, by-laws, or other applicable governance documents of such Credit Party or any of its Subsidiaries.

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

Section 5.5. Use of Proceeds; Margin Regulations .

(a) Use of Proceeds . The proceeds of the Loans shall only be used to consummate the Refinancing and towards the payment of fees and expenses incurred in connection therewith.

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

Section 5.6. Investment Company Act . Neither the Borrower nor any of its

Subsidiaries is an “ investment company ” or a company “ controlled ” by an “ investment company ,” within the meaning of the Investment Company Act of 1940, as amended.

Section 5.7. Existing Credit Facility . No default or event of default (as such terms are defined in the Existing Credit Facility) has occurred and is continuing under the Existing Credit Facility.

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

Section 5.9. Financial Statements . The financial statements heretofore delivered to the Administrative Agent for the Borrower’s fiscal year ending December 31, 2006 and for the fiscal quarter ending March 31, 2007 have been prepared in accordance with GAAP applied on a basis consistent, except as otherwise noted therein, with the Borrower’s financial statements for the previous fiscal year. Such financial statements fairly present in all material respects on a consolidated basis the financial position of the Borrower and its Subsidiaries as of the dates thereof, and the results of operations for the periods indicated, subject in the case of interim financial statements, to normal year-end audit adjustments and omission of certain footnotes (as permitted by the SEC). The Borrower and its Subsidiaries, considered as a whole, have no material contingent liabilities or material Indebtedness required under GAAP to be disclosed in a consolidated balance sheet of the Borrower that were not included in the financial statements referred to in this Section 5.9 or disclosed in the notes thereto or in writing to the Administrative Agent (with a written request to the Administrative Agent to distribute such disclosure to the Lenders).

Section 5.10. No Material Adverse Effect . There has occurred no event or effect that has had or could reasonably be expected to have a Material Adverse Effect.

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

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

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

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

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

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

Section 5.17. Existing Liens . Schedule 5.17 contains a complete and accurate list of all Liens outstanding as of the Closing Date, with respect to the Borrower and its Subsidiaries where the Indebtedness or other obligations secured by such Lien is in a principal amount of $20,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $20,000,000) or more (other than the Liens permitted by Section 6.10), in each case showing the name of the Person whose assets are subject to such Lien, the aggregate principal amount of the Indebtedness secured thereby, and a description of the Agreements or other instruments creating, granting, or otherwise giving rise to such Lien.

ARTICLE 6

COVENANTS.

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

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

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

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

Section 6.4. ERISA . Each of the Borrower and its Subsidiaries will timely pay and discharge all obligations and liabilities arising under ERISA or otherwise with respect to each Plan of a character which if unpaid or unperformed might result in the imposition of a material Lien against any properties or assets of the Borrower or any Significant Subsidiary and will promptly notify the Administrative Agent upon an officer of the Borrower becoming aware thereof, of (i) the occurrence of any reportable event (as defined in ERISA) relating to a Plan (other than a multi-employer plan, as defined in ERISA), so long as the event thereunder could reasonably be expected to have a Material Adverse Effect, other than any such event with respect to which the PBGC has waived notice by regulation; (ii) receipt of any notice from PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor; (iii) the

Borrower’s or any of its Subsidiaries’ intention to terminate or withdraw from any Plan if such termination or withdrawal would result in liability under Title IV of ERISA, unless such termination or withdrawal could not reasonably be expected to have a Material Adverse Effect; and (iv) the receipt by the Borrower or its Subsidiaries of notice of the occurrence of any event that could reasonably be expected to result in the incurrence of any liability (other than for benefits), fine or penalty to the Borrower and/or to the Borrower’s Subsidiaries, or any plan amendment that could reasonably be expected to increase the contingent liability of the Borrower and its Subsidiaries, taken as a whole, in either case in connection with any post-retirement benefit under a welfare plan (subject to ERISA), unless such event or amendment could not reasonably be expected to have a Material Adverse Effect. The Borrower will also promptly notify the Administrative Agent of (i) any material contributions to any Foreign Plan that have not been made by the required due date for such contribution if such default could reasonably be expected to have a Material Adverse Effect; (ii) any Foreign Plan that is not funded to the extent required by the law of the jurisdiction whose law governs such Foreign Plan based on the actuarial assumptions reasonably used at any time if such underfunding (together with any penalties likely to result) could reasonably be expected to have a Material Adverse Effect, and (iii) any material change anticipated to any Foreign Plan that could reasonably be expected to have a Material Adverse Effect.

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

Section 6.6. Financial Reports and Other Information .

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

(i) within sixty (60) days after the end of the second fiscal quarter of the Borrower’s 2007 fiscal year, the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income and retained earnings and of cash flows for such fiscal quarter and for the portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be in reasonable detail or in the form filed with the SEC, and certified by the chief financial officer of the Borrower that they fairly present the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of their operations and changes in their cash flows for the periods indicated and that they have been prepared in

accordance with GAAP, in each case, subject to normal year-end audit adjustments and the omission of any footnotes as permitted by the SEC (publicly filing the Borrower’s Form 10-Q with the SEC in any event will satisfy the requirements of this subsection subject to Section 6.6(b) and shall be deemed furnished and delivered on the date such information has been posted on the SEC website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the SEC thereto);

(ii) [Reserved];

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

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

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

(b) Compliance Certificates . Within the sixty (60) day period set forth in subsection (i) of Section 6.6(a) for furnishing financial statements, the Borrower shall deliver to the Administrative Agent (who will in turn provide notice to the Lenders of) (x) a written certificate signed by the Borrower’s chief financial officer (or other financial officer of the Borrower), in his or her capacity as such, to the effect that no Default or Event of Default then exists or, if any such Default or Event of Default exists as of the date of such certificate, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower to remedy the same, and (y) a Compliance Certificate in the form of Exhibit 6.6 showing the Borrower’s compliance with certain of the covenants set forth herein.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(f) Liens arising out of judgments or awards against the Borrower or any of its Subsidiaries, or in connection with surety or appeal bonds or the like in connection with bonding such judgments or awards, the time for appeal from which or petition for rehearing of which shall not have expired or for which the Borrower or such Subsidiary shall be prosecuting on appeal or proceeding for review, and for which it shall have obtained (within thirty (30) days with respect to a judgment or award rendered in the United States or within sixty (60) days with respect to a judgment or award rendered in a foreign jurisdiction after entry of such judgment or award or expiration of any previous such stay, as applicable) a stay of execution or the like pending such appeal or proceeding for review; provided, that the aggregate amount of uninsured or underinsured liabilities (net of customary deductibles, and including interest, costs, fees and penalties, if any) of the Borrower and its Subsidiaries secured by such Liens shall not exceed the Dollar Equivalent of $100,000,000 at any one time outstanding;

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

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

(i) Liens on property existing at the time such property is acquired by the

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(b) Indebtedness under this Agreement and the Existing Credit Facility;

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

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

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

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