Exhibit 4.1

NOBLE DRILLING CORPORATION,
as Issuer,

NOBLE DRILLING HOLDING LLC,
as Co-Issuer,

NOBLE DRILLING SERVICES 1 LLC,
as Co-Issuer,

NOBLE HOLDING (U.S.) CORPORATION,
as Guarantor,
and

NOBLE CORPORATION,
as Guarantor,
and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

FOURTH SUPPLEMENTAL INDENTURE

Dated as of September 25, 2009

to

INDENTURE
Dated as of March 1, 1999, as previously amended and supplemented

7.50% SENIOR NOTES DUE 2019

           FOURTH SUPPLEMENTAL INDENTURE dated as of September 25, 2009, among NOBLE DRILLING CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (“ Noble Drilling ”), NOBLE DRILLING HOLDING LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“ Drilling Holding ,” and collectively with Noble Drilling, the “ Company ” or “ Companies ”), NOBLE DRILLING SERVICES 1 LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“ NDS1 ”), NOBLE HOLDING (U.S.) CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (“ Holding ”), and NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (collectively with Holding, the “ Guarantors ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, successor by merger to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association), as trustee (the “ Trustee ”).

R E C I T A L S:

          WHEREAS, Noble Drilling has previously executed and delivered to the Trustee an indenture dated as of March 1, 1999 (as supplemented by the First Supplemental Indenture thereto dated as of March 16, 1999, the Second Supplemental Indenture thereto dated as of April 30, 2002 and the Third Supplemental Indenture thereto dated as of December 20, 2005, the “ Supplemented Indenture ”) providing for the issuance by Noble Drilling from time to time of its unsecured senior debt securities (the “ Securities ”), issuable in one or more series;

          WHEREAS, Noble Drilling has issued, and the Trustee has authenticated and delivered, a series of Securities designated “7.50% Senior Notes due 2019” (the “ Notes ”);

          WHEREAS, the Companies are the obligors with respect to the Notes and the Guarantors have guaranteed the due and punctual payment of the principal of, premium, if any, interest on, and all other amounts due under, the Notes;

          WHEREAS, as part of an internal reorganization, Noble Drilling intends to contribute, transfer, convey and assign on the date hereof to NDS1 assets (including equity interests in directly owned subsidiaries of Noble Drilling) representing all but three of the drilling rigs owned directly or indirectly by Noble Drilling (the “Asset Transfer”) in exchange for and in consideration of (i) an increase in Noble Drilling’s capital account balance in NDS1 and (ii) NDS1’s assumption of certain liabilities of Noble Drilling;

          WHEREAS, the Asset Transfer may be deemed a transfer of Noble Drilling’s properties and assets substantially as an entirety;

          WHEREAS, pursuant to Section 801 of the Supplemented Indenture, NDS1, as the transferee of all or substantially all of Noble Drilling’s properties and assets, is required to expressly assume, by an indenture supplemental to the Supplemented Indenture, the due and punctual payment of the principal of, premium, if any, and interest on, and any Additional Amounts with respect to, the Securities and the performance of Noble Drilling’s covenants and obligations under the Supplemented Indenture and the Securities;

          WHEREAS, Section 901 of the Supplemented Indenture provides that, without the consent of any Holders, Noble Drilling, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Supplemented Indenture to evidence the succession of another Person to Noble Drilling and the assumption by any such successor of the covenants of Noble Drilling in the Supplemented Indenture and in the Securities;

          WHEREAS, the Companies, NDS1 and the Guarantors, pursuant to the foregoing authority, propose to amend and supplement the Supplemented Indenture in certain respects to evidence the succession of NDS1 to Noble Drilling and the assumption by NDS1 of the covenants and obligations of Noble Drilling in the Supplemented Indenture and the Securities; and

          WHEREAS, all things necessary to make this Fourth Supplemental Indenture a valid and legally binding supplemental indenture to the Supplemented Indenture (the Supplemented Indenture, as further supplemented by this Fourth Supplemental Indenture, the “ Indenture ”) in accordance with the terms thereof have been done and the execution and delivery of this Fourth Supplemental Indenture have been duly authorized in all respects;

          NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties hereto, each party agrees, for the benefit of the other parties and for the equal and proportionate benefit of all Holders of the Securities, as follows:

     SECTION 1. SUCCESSION BY TRANSFER OF PROPERTIES AND ASSETS SUBSTANTIALLY AS AN ENTIRETY

          On the date hereof and effective upon the consummation of the Asset Transfer, (a) NDS1 hereby expressly assumes the due and punctual payment of the principal of, premium, if any, and interest on, and any Additional Amounts with respect to, the Securities and the performance of Noble Drilling’s covenants and obligations under the Supplemented Indenture and the Securities; (b) NDS1 agrees to pay fully and promptly all amounts due to the Trustee under the Indenture; (c) NDS1 will succeed to, be substituted for, and may exercise every right and power of, Noble Drilling under the Supplemented Indenture, with the same effect as if NDS1 had been named as the “Company” for purposes of the Indenture; provided, however, that Noble Drilling shall not be released from any of its covenants or obligations under the Supplemented Indenture and the Securities, including but not limited to the obligation to pay the principal of, premium, if any, and interest on, and any Additional Amounts with respect to the Securities. After the effectiveness of this Fourth Supplemental Indenture, for the purposes of the Indenture, the term the “Company” shall include Noble Drilling, Drilling Holding and NDS1.

     SECTION 2. MISCELLANEOUS

     Section 2.1 Trust Indenture Act Controls . If any provision of this Fourth Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under such Act to be part of and govern the Indenture, such provision of the Trust Indenture Act shall control. If any provision hereof modifies or excludes any provision of the

Trust Indenture Act that may be so modified or excluded, such provision of the Trust Indenture Act shall be deemed to apply to this Fourth Supplemental Indenture, as so modified or excluded, as the case may be.

     Section 2.2 Date and Time of Effectiveness . This Fourth Supplemental Indenture shall become a legally effective and binding instrument at and as of the date and time first set forth above.

     Section 2.3 Supplemental Indenture Incorporated into Indenture . The terms and conditions of this Fourth Supplemental Indenture shall be deemed to be part of the Indenture for all purposes relating to the Securities. All amendments to the Supplemented Indenture made hereby shall have effect only with respect to the Securities. The Supplemented Indenture is hereby incorporated by reference herein and, as further supplemented by this Fourth Supplemental Indenture, is in all respects adopted, ratified and confirmed.

     Section 2.4 Notes Deemed Conformed . As of the date hereof, the provisions of the Notes shall be deemed to be conformed, without the necessity for any reissuance or exchange of such Note or any other action on the part of the Holders of the Securities, the Companies, NDS1 or the Trustee, so as to reflect this Fourth Supplemental Indenture.

     Section 2.5 Successors . All agreements of the Companies, NDS1, the Guarantors and the Trustee in this Fourth Supplemental Indenture and in the Indenture shall bind their respective successors and assigns, whether or not so expressed.

     Section 2.6 Benefits of Fourth Supplemental Indenture . Nothing in this Fourth Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Notes, any benefit or any legal or equitable right, remedy or claim under this Fourth Supplemental Indenture or the Indenture.

     Section 2.7 Separability . In case any provision in this Fourth Supplemental Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

     Section 2.8 Headings . The section headings of this Fourth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Fourth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

     Section 2.9 Definitions . Each capitalized term used but not defined in this Fourth Supplemental Indenture shall have the meaning assigned to such term in the Supplemented Indenture.

     Section 2.10 Governing Law . THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     Section 2.11 Counterparts . This Fourth Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute the same instrument.

     Section 2.12 Trustee Not Responsible for Recitals . The recitals herein contained are made by the Companies, NDS1 and the Guarantors, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture.

[signature page follows]

     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written.

				NOBLE DRILLING CORPORATION
				(“Noble Drilling”)
				By:		/s/ Dennis J. Lubojacky
						Dennis J. Lubojacky
						President
Attest:		/s/ Pamela Samuels
		Title: Secretary
				NOBLE DRILLING HOLDING LLC
				(“Drilling Holding”)
				By:		/s/ Alan R. Hay
						Alan R. Hay
						Manager
Attest:		/s/ G. Wehrle
		Title: Secretary
				NOBLE DRILLING SERVICES 1 LLC
				(“NDS1”)
				By:		/s/ Dennis J. Lubojacky
						Dennis J. Lubojacky
						President
Attest:		/s/ Pamela Samuels
		Title: Secretary
				NOBLE HOLDING (U.S.) CORPORATION,
				(“Holding”)
				By:		/s/ Ross W. Gallup
						Ross W. Gallup
						Vice President
Attest:		/s/ Meriem Morier
		Title: Administrative Assistant

				NOBLE CORPORATION
				(Cayman Islands)
				By:		/s/ Julie J. Robertson
						Julie J. Robertson
						Executive Vice President
Attest:		/s/ Todd Strickler
		Title: Attorney
				THE BANK OF NEW YORK MELLON TRUST COMPANY,
				N.A., as Trustee
				By:		/s/ Rafael Martinez
						Rafael Martinez
						Senior Associate
Attest:		/s/ Kash Asghar
		Title: Senior Associate

Exhibit 4.2

NOBLE DRILLING CORPORATION,
as Issuer,

NOBLE DRILLING HOLDING LLC,
as Co-Issuer,

NOBLE DRILLING SERVICES 6 LLC,
as Co-Issuer,

NOBLE HOLDING (U.S.) CORPORATION,
as Guarantor,
and

NOBLE CORPORATION,
as Guarantor,
and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

FIFTH SUPPLEMENTAL INDENTURE

Dated as of October 1, 2009

to

INDENTURE
Dated as of March 1, 1999, as previously amended and supplemented

7.50% SENIOR NOTES DUE 2019

          FIFTH SUPPLEMENTAL INDENTURE dated as of October 1, 2009, among NOBLE DRILLING CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (“ Noble Drilling ”), NOBLE DRILLING HOLDING LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“ Drilling Holding ,” and collectively with Noble Drilling, the “ Company ” or “ Companies ”), NOBLE DRILLING SERVICES 6 LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“ NDS6 ”), NOBLE HOLDING (U.S.) CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (“ Holding ”), and NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (collectively with Holding, the “ Guarantors ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, successor by merger to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association), as trustee (the “ Trustee ”).

R E C I T A L S:

          WHEREAS, Noble Drilling has previously executed and delivered to the Trustee an indenture dated as of March 1, 1999 (as supplemented by the First Supplemental Indenture thereto dated as of March 16, 1999, the Second Supplemental Indenture thereto dated as of April 30, 2002, the Third Supplemental Indenture thereto dated as of December 20, 2005 and the Fourth Supplemental Indenture thereto dated as of September 25, 2009, the “ Supplemented Indenture ”), providing for the issuance by Noble Drilling from time to time of its unsecured senior debt securities (the “ Securities ”), issuable in one or more series;

          WHEREAS, Noble Drilling has issued, and the Trustee has authenticated and delivered, a series of Securities designated “7.50% Senior Notes due 2019” (the “ Notes ”);

          WHEREAS, Noble Drilling Services 1 LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“ NDS1 ”) and successor to certain properties and assets of Noble Drilling, has assumed, by the Fourth Supplemental Indenture entered into on September 25, 2009, the due and punctual payment of the principal of, premium, if any, and interest on, and any Additional Amounts with respect to, the Securities and the performance of Noble Drilling’s covenants and obligations under the Supplemented Indenture and the Securities;

          WHEREAS, NDS1 and the Companies are the obligors with respect to the Notes and the Guarantors have guaranteed the due and punctual payment of the principal of, premium, if any, interest on, and all other amounts due under, the Notes;

          WHEREAS, as part of an internal reorganization, NDS1 and NDS6 intend to merge (the “ Merger ”), with NDS6 to be the surviving entity;

          WHEREAS, pursuant to Section 801 of the Supplemented Indenture, NDS6, as the successor by merger to NDS1, is required to expressly assume, by an indenture supplemental to the Supplemented Indenture, the due and punctual payment of the principal of, premium, if any, and interest on, and any Additional Amounts with respect to, the Securities and the

performance of Noble Drilling’s covenants and obligations under the Supplemented Indenture and the Securities;

          WHEREAS, Section 802 of the Supplemented Indenture provides that upon any merger by NDS1 into any other Person in accordance with Section 801, the successor Person into which NDS1 is merged shall succeed to, and be substituted for, and may exercise every right and power of, NDS1 under the Supplemented Indenture with the same effect as if such successor Person had been named as the Company in the Supplemented Indenture, and thereafter, NDS1 shall be relieved of all covenants and obligations under the Supplemented Indenture and the Securities;

          WHEREAS, Section 901 of the Supplemented Indenture provides that, without the consent of any Holders, NDS1, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Supplemented Indenture to evidence the succession of another Person to NDS1 and the assumption by any such successor of the covenants of NDS1 in the Supplemented Indenture and in the Securities;

          WHEREAS, the Companies, NDS6 and the Guarantors, pursuant to the foregoing authority, propose to amend and supplement the Supplemented Indenture in certain respects to evidence the succession of NDS6 to NDS1, the assumption by NDS6 of the covenants and obligations of NDS1 in the Supplemented Indenture and the Securities and the release of NDS1 of all its covenants and obligations under the Supplemented Indenture and the Securities; and

          WHEREAS, all things necessary to make this Fifth Supplemental Indenture a valid and legally binding supplemental indenture to the Supplemented Indenture (the Supplemented Indenture, as further supplemented by this Fifth Supplemental Indenture, the “ Indenture ”) in accordance with the terms thereof have been done and the execution and delivery of this Fifth Supplemental Indenture have been duly authorized in all respects;

          NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties hereto, each party agrees, for the benefit of the other parties and for the equal and proportionate benefit of all Holders of the Securities, as follows:

     SECTION 1. SUCCESSION BY MERGER

          On the date hereof and effective upon the consummation of the Merger, (a) NDS6 hereby expressly assumes the due and punctual payment of the principal of, premium, if any, and interest on, and any Additional Amounts with respect to, the Securities and the performance of NDS1’s covenants and obligations under the Supplemented Indenture and the Securities; (b) NDS6 agrees to pay fully and promptly all amounts due to the Trustee under the Indenture; (c) NDS6 will succeed to, be substituted for, and may exercise every right and power of, NDS1 under the Supplemented Indenture, with the same effect as if NDS6 had been named as the “Company” for purposes of the Indenture; and (d) NDS1 will be released of all of its covenants and obligations under the Supplemented Indenture and the Securities. After the effectiveness of this Fifth Supplemental Indenture, for the purposes of the Indenture, the term the “Company”

shall include Noble Drilling, Drilling Holding and NDS6 and, upon the consummation of the Merger, shall not include NDS1.

     SECTION 2. MISCELLANEOUS

     Section 2.1 Trust Indenture Act Controls . If any provision of this Fifth Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under such Act to be part of and govern the Indenture, such provision of the Trust Indenture Act shall control. If any provision hereof modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, such provision of the Trust Indenture Act shall be deemed to apply to this Fifth Supplemental Indenture, as so modified or excluded, as the case may be.

     Section 2.2 Date and Time of Effectiveness . This Fifth Supplemental Indenture shall become a legally effective and binding instrument at and as of the date and time first set forth above.

     Section 2.3 Supplemental Indenture Incorporated into Indenture . The terms and conditions of this Fifth Supplemental Indenture shall be deemed to be part of the Indenture for all purposes relating to the Securities. All amendments to the Supplemented Indenture made hereby shall have effect only with respect to the Securities. The Supplemented Indenture is hereby incorporated by reference herein and, as further supplemented by this Fifth Supplemental Indenture, is in all respects adopted, ratified and confirmed.

     Section 2.4 Notes Deemed Conformed . As of the date hereof, the provisions of the Notes shall be deemed to be conformed, without the necessity for any reissuance or exchange of such Note or any other action on the part of the Holders of the Securities, the Companies, NDS1, NDS6 or the Trustee, so as to reflect this Fifth Supplemental Indenture.

     Section 2.5 Successors . All agreements of the Companies, NDS6, the Guarantors and the Trustee in this Fifth Supplemental Indenture and in the Indenture shall bind their respective successors and assigns, whether or not so expressed.

     Section 2.6 Benefits of Fifth Supplemental Indenture . Nothing in this Fifth Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Notes, any benefit or any legal or equitable right, remedy or claim under this Fifth Supplemental Indenture or the Indenture.

     Section 2.7 Separability . In case any provision in this Fifth Supplemental Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

     Section 2.8 Headings . The section headings of this Fifth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Fifth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

     Section 2.9 Definitions . Each capitalized term used but not defined in this Fifth Supplemental Indenture shall have the meaning assigned to such term in the Supplemented Indenture.

     Section 2.10 Governing Law . THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     Section 2.11 Counterparts . This Fifth Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute the same instrument.

     Section 2.12 Trustee Not Responsible for Recitals . The recitals herein contained are made by the Companies, NDS6 and the Guarantors, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture.

[signature page follows]

     IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the date first above written.

				NOBLE DRILLING CORPORATION (“Noble Drilling”)
				By:		/s/ Dennis J. Lubojacky
						Dennis J. Lubojacky
						President
Attest:		/s/ Pamela Samuels
		Title: Administrative Assistant
				NOBLE DRILLING HOLDING LLC (“Drilling Holding”)
				By:		/s/ Alan R. Hay
						Alan R. Hay
						President
Attest:		/s/ Todd Strickler
		Title: Attorney
				NOBLE DRILLING SERVICES 6 LLC (“NDS6”)
				By:		/s/ Alan R. Hay
						Alan R. Hay
						President
Attest:		/s/ Todd Strickler
		Title: Attorney
				NOBLE HOLDING (U.S.) CORPORATION, (“Holding”)
				By:		/s/ Ross W. Gallup
						Ross W. Gallup
						Vice President
Attest:		/s/ Todd Strickler
		Title: Attorney

				NOBLE CORPORATION (Cayman Islands)
				By:		/s/ Julie J. Robertson
						Julie J. Robertson
						Executive Vice President
Attest:		/s/ Todd Strickler
		Title: Attorney
				THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
				By:		/s/ Rafael Martinez
						Rafael Martinez
						Senior Associate
Attest:		/s/ Julie Hoffman-Ramos
		Title: Senior Associate

Exhibit 4.3

NOBLE CORPORATION,
ISSUER,

NOBLE DRILLING CORPORATION,
GUARANTOR,

NOBLE HOLDING INTERNATIONAL LIMITED,
GUARANTOR,

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
TRUSTEE

SECOND SUPPLEMENTAL INDENTURE

RELATING TO

$300,000,000 of 5.875% Senior Notes due 2013

Dated as of October 1, 2009

          SECOND SUPPLEMENTAL INDENTURE, dated as of October 1, 2009 (this “ Second Supplemental Indenture ”), by and among NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (herein called the “ Company ”), NOBLE DRILLING CORPORATION, a Delaware corporation and a wholly-owned indirect subsidiary of the Company (herein called “ Noble Drilling ”), NOBLE HOLDING INTERNATIONAL LIMITED, a Cayman Islands exempted company limited by shares (herein called “ NHIL ” and, together with Noble Drilling, the “ Guarantors ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, successor by merger to JPMorgan Chase Bank, National Association, as Trustee (herein called the “ Trustee ”).

WITNESSETH:

          WHEREAS, the Company has previously executed and delivered to the Trustee an indenture dated as of May 26, 2006, as supplemented by the First Supplemental Indenture thereto dated as of May 26, 2006 (the “ First Supplemental Indenture ”; the indenture, as supplemented by the First Supplemental Indenture, the “ Supplemented Indenture ”), providing for the issuance from time to time of its unsecured senior debt securities (the “ Securities ”);

          WHEREAS, the Company has issued, and the Trustee has authenticated and delivered, a series of Securities designated the “5.875% Senior Notes due 2013” (the “ Notes ”);

          WHEREAS, the Company is the obligor with respect to the Notes;

          WHEREAS, pursuant to Section 3 of the First Supplemental Indenture, Noble Drilling has irrevocably and unconditionally guaranteed the due and punctual payment of the principal of, premium, if any, interest on and all other amounts due under, the Indenture and the Notes; and

          WHEREAS, as part of an internal reorganization, NHIL will acquire an indirect interest in all but three drilling rigs previously owned directly or indirectly by Noble Drilling (the “ Asset Transfer ”);

          WHEREAS, Section 901(9) of the Supplemented Indenture provides that, without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Supplemented Indenture, to make any provisions with respect to matters arising under the Supplemented Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any series in any material respect;

          WHEREAS, the Company and the Guarantors, pursuant to the foregoing authority, propose to amend and supplement the Supplemented Indenture in certain respects to evidence NHIL’s agreement to fully and unconditionally guarantee the due and punctual payment of the principal of, premium, if any, interest on and all other amounts due under the Supplemented Indenture and the Notes, which guarantee is provided in this Second Supplemental Indenture; and

          WHEREAS, all things necessary to make this Second Supplemental Indenture a valid and legally binding supplemental indenture to the Supplemented Indenture (the Supplemented Indenture, as further supplemented by this Second Supplemental Indenture, the “ Indenture ”) in accordance with the terms thereof have been done, and the execution and delivery of this Second Supplemental Indenture have been duly authorized in all respects;

          NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and proportionate benefit of the Holders from time to time of the Notes as follows:

     SECTION 1. AGREEMENT TO GUARANTEE

          NHIL hereby agrees as follows:

          (a) Subject to Subsection 1(b) below, NHIL (or any successor person pursuant to the applicable provisions of this Second Supplemental Indenture) hereby irrevocably and unconditionally guarantees (such guarantee being the “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture and the Notes, that: (i) the principal of, premium, if any, and interest on the Notes promptly will be paid in full when due, whether at the Maturity, by acceleration, call for redemption or otherwise, and interest on the overdue principal, premium, if any, and interest, if any, on the Notes, if lawful, and all other payment obligations of the Company to the Holders and the Trustee under the Indenture and the Notes will be promptly paid in full, all in accordance with the terms of the Indenture and the Notes, and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other payment obligations, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due by the Company of any amount so guaranteed for whatever reason, NHIL shall be obligated to pay the same immediately. NHIL hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. NHIL hereby waives presentment, demand of payment, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture.

          (b) It is the intention of NHIL and the Company that the obligations of NHIL hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of the Guarantee would be annulled, avoided or subordinated to the creditors of NHIL by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that such Guarantee was made without fair consideration and, immediately after giving effect thereto, NHIL was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations of NHIL under the Guarantee shall be reduced by such court if such reduction would result in the avoidance of such annulment, avoidance or subordination; provided, however, that

any reduction pursuant to this paragraph shall be made in the smallest amount as is strictly necessary to reach such result. For purposes of this paragraph, “fair consideration,” “insolvency,” “unable to pay its debts as they mature,” “unreasonably small capital” and the effective times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law.

          (c) NHIL shall be subrogated to all rights of the Holders against the Company in respect of any amounts paid by NHIL pursuant to the provisions of the Guarantee or the Indenture; provided, however, that NHIL shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Notes issued under the Indenture shall have been paid in full.

     SECTION 2. EXECUTION AND DELIVERY OF GUARANTEE

          To evidence the Guarantee set forth in Section 1, the Company and NHIL hereby agree that a notation of such Guarantee shall be endorsed on each Note hereafter authenticated and delivered by the Trustee, that such notation of such Guarantee shall be in the form attached hereto as Exhibit A , and shall be executed on behalf of NHIL by an officer thereof.

          NHIL hereby agrees that the Guarantee set forth in Section 1 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Guarantee.

     SECTION 3. RELEASE OF NHIL

          NHIL shall be released from all of its obligations under the Guarantee and under the Indenture if:

          (a) the Company or NHIL has transferred all or substantially all of its properties and assets to any Person (whether by sale, merger or consolidation or otherwise), or has merged into or consolidated with another Person, pursuant to a transaction in compliance with the Indenture and:

          (i) the Person to whom all or substantially all of the properties and assets of the Company or NHIL are transferred, or whom the Company or NHIL has merged into or consolidated with, has expressly assumed, by an indenture supplemental to the Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the payment obligations of NHIL under the Guarantee;

          (ii) immediately before and immediately after giving effect to such transaction, no Event of Default, and no event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

          (iii) NHIL has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such

supplemental indenture comply with this Section 3 and that all conditions precedent herein provided for relating to such transaction have been complied with;

          (b) NHIL liquidates (other than pursuant to any applicable bankruptcy law or rule) and complies, if applicable, with the provisions of the Indenture; provided that if a Person and its Affiliates, if any, shall acquire all or substantially all of the assets of NHIL upon such liquidation NHIL shall liquidate only if:

               (i) the Person and each such Affiliate (or the common corporate parent of such Person and its Affiliates, if such Person and its Affiliates are wholly-owned by such parent) which acquire or will acquire all or a portion of the assets of NHIL shall expressly assume, by an indenture supplemental to the Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of NHIL, under the Guarantee;

               (ii) immediately after giving effect to such transaction, no Event of Default, and no event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

               (iii) NHIL has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such liquidation and such supplemental indenture comply with this Section 3 and that all conditions precedent herein provided for relating to such transaction have been complied with; or

          (c) NHIL ceases for any reason to be a “wholly-owned subsidiary” of the Company (as such term is defined in Rule 1-02(z) of Regulation S-X promulgated by the Commission).

          (d) Upon any assumption of the Guarantee by any Person pursuant to this Section 3, such Person may exercise every right and power of NHIL under the Guarantee and the Indenture with the same effect as if such successor corporation had been named as NHIL herein, and all the obligations of NHIL under the Guarantee and the Indenture shall terminate.

     SECTION 4. LIMITATION ON INDIVIDUAL LIABILITY

          No recourse under or upon any obligation, covenant or agreement contained in this Second Supplemental Indenture or the Guarantee, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, member, shareholder, officer or director, as such, past, present or future, of any Guarantor, the Company or any successor Person, either directly or through any Guarantor or the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Second Supplemental Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, members, shareholders, officers or directors, as such, of any Guarantor, the Company or any successor Person, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the

obligations, covenants or agreements contained in this Second Supplemental Indenture or in the Guarantee or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, member, shareholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Second Supplemental Indenture or in the Guarantee or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Second Supplemental Indenture and the issuance of the Guarantee.

     SECTION 5. MISCELLANEOUS

     Section 5.1 Trust Indenture Act Controls . If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under such Act to be part of and govern the Indenture, such provision of the Trust Indenture Act shall control. If any provision hereof modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the such provision of the Trust Indenture Act shall be deemed to apply to this Second Supplemental Indenture, as so modified or excluded, as the case may be.

     Section 5.2 Date and Time of Effectiveness . This Second Supplemental Indenture shall become a legally effective and binding instrument at and as of the date and time first set forth above.

     Section 5.3 Supplemental Indenture Incorporated into Indenture . The terms and conditions of this Second Supplemental Indenture shall be deemed to be part of the Indenture for all purposes relating to the Securities. All amendments to the Supplemented Indenture made hereby shall have effect only with respect to the Securities. The Supplemented Indenture is hereby incorporated by reference herein and, as further supplemented by this Second Supplemental Indenture, is in all respects adopted, ratified and confirmed.

     Section 5.4 Notes Deemed Conformed . As of the date hereof, the provisions of the Notes shall be deemed to be conformed, without the necessity for any reissuance or exchange of such Note or any other action on the part of the Holders of the Securities, the Company, the Guarantors or the Trustee, so as to reflect this Second Supplemental Indenture.

     Section 5.5 Successors . All agreements of the Company, the Guarantors and the Trustee in this Second Supplemental Indenture and in the Indenture shall bind their respective successors and assigns, whether or not so expressed.

     Section 5.6 Benefits of Second Supplemental Indenture . Nothing in this Second Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Notes, any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture or the Indenture.

     Section 5.7 Separability . In case any provision in this Second Supplemental Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the validity, legality and enforceability

of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

     Section 5.8 Headings . The section headings of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Second Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

     Section 5.9 Definitions . Each capitalized term used but not defined in this Second Supplemental Indenture shall have the meaning assigned to such term in the Supplemented Indenture.

     Section 5.10 Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     Section 5.11 Counterparts . This Second Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute the same instrument.

     Section 5.12 Trustee Not Responsible for Recitals . The recitals herein contained are made by the Company and the Guarantors, not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture.

[signature page follows]

     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, as of the date first above written.

				NOBLE CORPORATION
				“Company”
				By:		/s/ Julie J. Robertson
						Julie J. Robertson
						Executive Vice President
Attest:		/s/ Todd Strickler
		Title: Attorney
				NOBLE DRILLING CORPORATION
				“Noble Drilling”
				By:		/s/ Dennis J. Lubojacky
						Dennis J. Lubojacky
						President
Attest:		/s/ Pamela Samuels
		Title: Administrative Assistant
				NOBLE HOLDING INTERNATIONAL LIMITED “NHIL”
				By:		/s/ Alan R. Hay
						Alan R. Hay
						President
Attest:		/s/ Todd Strickler
		Title: Attorney
				THE BANK OF NEW YORK MELLON TRUST COMPANY,
				N.A., as Trustee
				By:		/s/ Rafael Martinez
						Rafael Martinez
						Senior Associate
Attest:		/s/ Julie Hoffman-Ramos
		Title: Senior Associate

EXHIBIT A

[FORM OF NOTATION OF GUARANTEE]
NOTATION OF PAYMENT GUARANTEE OF NOBLE HOLDING
INTERNATIONAL LIMITED

          For value received, the undersigned, Noble Holding International Limited, a Cayman Islands exempted company limited by shares (“ NHIL ,” which term includes any successor person under the indenture referred to below), and a wholly-owned indirect subsidiary of Noble Corporation, a Cayman Islands exempted company limited by shares (the “ Company ”), has unconditionally guaranteed, to the extent set forth in, and subject to the provisions of, the Second Supplemental Indenture, dated as of October 1, 2009 (the “ Second Supplemental Indenture ”), among the Company, Noble Drilling Corporation, a Delaware corporation, NHIL and The Bank Of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America, successor by merger to JPMorgan Chase Bank, National Association, as trustee (the “ Trustee ”), (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Second Supplemental Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other payment obligations of the Company to the holders of the Notes or the Trustee all in accordance with the terms of the Indenture, dated as of May 26, 2006, between the Company and the Trustee, with respect to the Company’s 5.875% Senior Notes due 2013, as supplemented by the First Supplemental Indenture, dated as of May 26, 2006, and the Second Supplemental Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other payment obligations, that the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The payment obligations of NHIL to the holders of the Notes and to the Trustee pursuant to this guarantee are expressly set forth in Sections 1 through 4 of the Second Supplemental Indenture, and reference is hereby made to the Second Supplemental Indenture for the precise terms of this payment guarantee.

Exhibit 4.4

SUBSIDIARY GUARANTY AGREEMENT

           THIS SUBSIDIARY GUARANTY AGREEMENT (this “ Guaranty ”), dated as of October 1, 2009, made by the undersigned Subsidiary of Noble Corporation, a Cayman Islands exempted company limited by shares (the “ Company ”; the undersigned Subsidiary of the Company being herein referred to as the “ Guarantor ”), in favor of (i) the banks and other financial institutions that are parties to the Credit Agreement (as hereinafter defined) and each assignee thereof becoming a “ Lender ” as provided therein (the “ Lenders ”), (ii) Citibank, N.A., in its capacity as administrative agent (the “ Administrative Agent ”) under the terms of the Credit Agreement and (iii) Other Agents and the Issuing Banks (as such terms are defined in the Credit Agreement) under the terms of the Credit Agreement (the Lenders, the Administrative Agent, the Other Agents, and the Issuing Banks being collectively referred to herein as the “ Guaranteed Parties ”);

W I T N E S S E T H :

           WHEREAS, the Company, the Lenders and the Administrative Agent have entered into a certain Revolving Credit Agreement dated as of March 15, 2007 (as the same may hereafter be amended, restated, supplemented or otherwise modified from time to time, and including all schedules, riders, and supplements thereto, the “ Credit Agreement ”; terms defined therein and not otherwise defined herein being used herein as therein defined);

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

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

           WHEREAS, this Guaranty and the obligation of the Guarantor shall remain in full force and effect until termination of this Guaranty as provided in Section 23 below or as otherwise provided in Section 10(i) below;

           NOW, THEREFORE , in consideration of the premises and in order to satisfy the requirements of the Credit Agreement, and for Ten Dollars ($10.00) and other good and valuable consideration, the Guarantor hereby agrees as follows:

           SECTION 1. Guaranty . Subject to Section 23 below, the Guarantor hereby irrevocably and unconditionally, guarantees the punctual payment when due, in lawful money of the United States of America or in another currency as provided for in Section 3.2(a) of the Credit Agreement (the “ Obligation Currency ”), whether at stated maturity, by acceleration or otherwise, of the Loans, L/C Obligations, and all other Obligations owing by the Company to the Lenders, the Administrative Agent, the Swingline Leader, the Issuing Banks and Other

Agents, or any of them, under the Credit Agreement, the Notes, and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders or the Administrative Agent in enforcing any rights under this Guaranty (collectively, the “ Guaranteed Obligations ”), including without limitation, all interest which, but for the filing of a petition in bankruptcy, would accrue on any principal portion of the Guaranteed Obligations. Any and all payments by the Guarantor hereunder shall be made in the Obligation Currency free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any Indemnified Taxes (as such term is defined in the Credit Agreement), the full amount, in the Obligation Currency, that it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of amounts for Indemnified Taxes already included in the Guaranteed Obligations). The Guarantor acknowledges and agrees that this is a guarantee of payment when due, and not of collection, and that this Guaranty may be enforced up to the full amount of the Guaranteed Obligations without proceeding against the Company, against any security for the Guaranteed Obligations, against any other Guarantor or under any other guaranty covering any portion of the Guaranteed Obligations.

           SECTION 2. Guaranty Absolute . The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Guaranteed Party with respect thereto. Subject to Section 23 below, the liability of the Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation, the following (whether or not the Guarantor consents thereto or has notice thereof):

     (a) any change in the time, place or manner of payment of, or in any other term of, all or any of the Guaranteed Obligations, any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Credit Agreement or the other Credit Documents, or any other documents, instruments or agreements relating to the Guaranteed Obligations or any other instrument or agreement referred to therein or any assignment or transfer of any thereof;

     (b) any lack of validity or enforceability of the Credit Agreement or the other Credit Documents, or any other document, instrument or agreement referred to therein or any assignment or transfer of any thereof;

     (c) any furnishing to the Guaranteed Parties of any additional security for the Guaranteed Obligations, or any sale, exchange, release or surrender of, or realization on, any security for the Guaranteed Obligations;

     (d) any settlement or compromise of any of the Guaranteed Obligations, any security therefor, or any liability of any other party with respect to the Guaranteed Obligations, or any subordination of the payment of the Guaranteed Obligations to the payment of any other liability of the Company;

     (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Guarantor or the Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding;

     (f) any nonperfection of any security interest or lien on any collateral, or any amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Guaranteed Obligations;

     (g) any application of sums paid by the Company or any other Person with respect to the liabilities of the Company to the Guaranteed Parties, regardless of what liabilities of the Company remain unpaid;

     (h) any act or failure to act by any Guaranteed Party which may adversely affect the Guarantor’s subrogation rights, if any, against the Company to recover payments made under this Guaranty; and

     (i) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Guarantor.

If claim is ever made upon any Guaranteed Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations, and any Guaranteed Party repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over the Guaranteed Party or any of its property, or (b) any settlement or compromise of any such claim effected by the Guaranteed Party with any such claimant (including the Company or a trustee in bankruptcy for the Company), then and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of the Credit Agreement, the other Credit Documents, or any other instrument evidencing any liability of the Company, and the Guarantor shall be and remain liable to the Guaranteed Party for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the Guaranteed Party.

           SECTION 3. Waiver . The Guarantor hereby waives notice of acceptance of this Guaranty, notice of any liability to which it may apply, and further waive presentment, demand of payment, protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action by the Guaranteed Parties against, and any other notice to, the Company or any other party liable with respect to the Guaranteed Obligations (including the Guarantor or any other Person executing a guaranty of the obligations of the Company).

           SECTION 4. Subrogation . The Guarantor will not exercise any rights against the Company which it may acquire by way of subrogation or contribution, by any payment made hereunder or otherwise, until all the Guaranteed Obligations shall have been irrevocably paid in full and the Credit Agreement and all Letters of Credit shall have been irrevocably terminated. If any amount shall be paid to the Guarantor on account of such subrogation or contribution rights at any time when all the Guaranteed Obligations shall not have been paid in full, or the Credit Agreement or any Letter of Credit shall not have been irrevocably terminated, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement. If (i) the Guarantor shall make payment to the Guaranteed Parties of all or any part of the Guaranteed Obligations and (ii) all the Guaranteed Obligations shall be irrevocably paid in full and the Credit Agreement and all Letters of Credit irrevocably terminated, the Guaranteed Parties will, at the Guarantor’s request, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations resulting from such payment by the Guarantor.

           SECTION 5. Severability . Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

           SECTION 6. Amendments, Etc . No amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be in writing executed by the Administrative Agent and the Lenders.

           SECTION 7 . Notices . All notices and other communications provided for hereunder shall be given in the manner specified in the Credit Agreement (i) in the case of the Administrative Agent, at the address specified for the Administrative Agent in the Credit Agreement, and (ii) in the case of the Guarantor, at the address specified for the Guarantor in this Guaranty.

           SECTION 8 . No Waiver; Remedies . No failure on the part of the Administrative Agent or other Guaranteed Parties to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other further notice or demand in any similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or other Guaranteed Parties to any other or further action in any circumstances without notice or demand. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

           SECTION 9 . Right Of Set Off . In addition to and not in limitation of all rights of offset that the Administrative Agent or other Guaranteed Parties may have under applicable law, the Administrative Agent or other Guaranteed Parties shall, upon the occurrence of any Event of Default and whether or not the Administrative Agent or other Guaranteed Parties have made any demand or the Guaranteed Obligations are matured, have the right to appropriate and apply to the payment of the Guaranteed Obligations, all deposits of the Guarantor (general or special, time or demand, provisional or final) then or thereafter held by and other indebtedness or property then or thereafter owing by the Administrative Agent or other Guaranteed Parties to the Guarantor, whether or not related to this Guaranty or any transaction hereunder.

           SECTION 10 . Continuing Guaranty; Transfer Of Obligations . This Guaranty is a continuing guaranty and shall (i) remain in full force and effect, subject to Section 23 below, until payment in full of the Guaranteed Obligations and all other amounts payable under this Guaranty, irrevocable termination of all Letters of Credit and the termination of the Credit Agreement, (ii) be binding upon the Guarantor, its successors and assigns, and (iii) inure to the benefit of and be enforceable by the Administrative Agent, for the benefit of the Guaranteed Parties.

           SECTION 11 . Governing Law; Appointment Of Agent For Service Of Process; Submission To Jurisdiction; Waiver of Jury Trial .

          (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR OTHERWISE RELATED HERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, THE GUARANTOR HEREBY CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE JURISDICTION OF THE AFORESAID COURTS SOLELY FOR THE PURPOSE OF ADJUDICATING ITS RIGHTS OR THE RIGHTS OF THE ADMINISTRATIVE AGENT AND OTHER GUARANTEED PARTIES WITH RESPECT TO THIS GUARANTY OR ANY DOCUMENT RELATED HERETO. THE GUARANTOR HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM, 111 8TH AVENUE, NEW YORK, NEW YORK 10011, AS THE DESIGNEE, APPOINTEE AND AGENT OF THE GUARANTOR TO RECEIVE, FOR AND ON BEHALF OF THE GUARANTOR, SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY DOCUMENT RELATED HERETO AND SUCH SERVICE SHALL BE DEEMED COMPLETED 30 DAYS AFTER MAILING THEREOF TO SAID AGENT. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE GUARANTOR AT ITS ADDRESS SET FORTH HEREIN, BUT THE FAILURE OF THE GUARANTOR TO RECEIVE SUCH COPY

SHALL NOT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS. IF FOR ANY REASON SERVICE OF PROCESS CANNOT PROMPTLY BE MADE ON EITHER SUCH LOCAL AGENT, THE GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. THE GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS , WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS IN RESPECT OF THIS GUARANTY OR ANY DOCUMENT RELATED THERETO. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE GUARANTOR IN ANY OTHER JURISDICTION.

          (c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT OR ANY MATTER ARISING IN CONNECTION HEREUNDER OR THEREUNDER.

          (d) EACH OF THE GUARANTOR AND THE GUARANTEED PARTIES IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.7 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY SUCH PARTY TO SERVE PROCESS IN ANY MANNER PERMITTED BY APPLICABLE LAW.

          (e) EACH OF THE GUARANTOR AND THE GUARANTEED PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTION 11 OR OTHERWISE RELATING TO THE CREDIT DOCUMENTS ANY PUNITIVE DAMAGES.

           SECTION 12 . [INTENTIONALLY OMITTED]

           SECTION 13. Judgment Currency. The Guarantor’s obligation hereunder to make payments in the Obligation Currency shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Guaranteed Parties of the full amount of the Obligation Currency expressed to be payable under this Guaranty or the Credit Agreement. If for the purpose of obtaining or enforcing judgment against the Guarantor in any court or in any jurisdiction, it

becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “ Judgment Currency ”) an amount due in the Obligation Currency, the conversion shall be made in accordance with Section 10.18 of the Credit Agreement.

           SECTION 14. Automatic Acceleration in Certain Events. Upon the occurrence of an Event of Default specified in Section 7.1(f) or (g) of the Credit Agreement, all Guaranteed Obligations shall automatically become immediately due and payable by the Guarantor, without notice or other action on the part of the Administrative Agent or other Guaranteed Parties, and regardless of whether payment of the Guaranteed Obligations by the Company has then been accelerated. In addition, if any event of the types described in Section 7.1(f) or (g) of the Credit Agreement should occur with respect to the Guarantor and Guarantor is a Significant Subsidiary, then the Guaranteed Obligations shall automatically become immediately due and payable by the Guarantor, without notice or other action on the part of the Administrative Agent or other Guaranteed Parties, and regardless of whether payment of the Guaranteed Obligations by the Company has then been accelerated.

           SECTION 15. Maximum Obligations . (a) It is the intent of the Guarantor and the Guaranteed Parties that the Guarantor’s maximum obligations hereunder shall be in, but not in excess of:

          (i) in a case or proceeding commenced by or against the Guarantor under the Bankruptcy Code on or within one year from the date on which any of the Guaranteed Obligations are incurred, the maximum amount which would not otherwise cause the Guaranteed Obligations (or any other obligations of the Guarantor to the Guaranteed Parties) to be avoidable or unenforceable against the Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or

          (ii) in a case or proceeding commenced by or against the Guarantor under the Bankruptcy Code subsequent to one year from the date on which any of the Guaranteed Obligations are incurred, the maximum amount which would not otherwise cause the Guaranteed Obligations (or any other obligations of the Guarantor to the Guaranteed Parties) to be avoidable or unenforceable against the Guarantor under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or

          (iii) in a case or proceeding commenced by or against the Guarantor under any law, statute or regulation other than the Bankruptcy Code (including, without limitation, any other bankruptcy, reorganization, arrangement, moratorium, readjustment of debt, dissolution, liquidation or similar debtor relief laws), the maximum amount which would not otherwise cause the Guaranteed Obligations (or any other obligations of the Guarantor to the Guaranteed Parties) to be avoidable or unenforceable against the Guarantor under such law, statute or regulation including, without limitation, any state

fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding.

(The substantive laws under which the possible avoidance or unenforceability of the Guaranteed Obligations (or any other obligations of the Guarantor to the Guaranteed Parties) shall be determined in any such case or proceeding shall hereinafter be referred to as the “ Avoidance Provisions ”).

     (b) To the end set forth in Section 15(a), but only to the extent that the Guaranteed Obligations would otherwise be subject to avoidance under the Avoidance Provisions if the Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for the Guaranteed Obligations, or if the Guaranteed Obligations would render the Guarantor insolvent, or leave the Guarantor with an unreasonably small capital to conduct its business, or cause the Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the Guaranteed Obligations are deemed to have been incurred under the Avoidance Provisions and after giving effect to rights of contribution, indemnity and subrogation as among the Guarantor and the Company, the maximum Guaranteed Obligations for which the Guarantor shall be liable hereunder shall be reduced to that amount which, after giving effect thereto, would not cause the Guaranteed Obligations (or any other obligations of the Guarantor to the Guaranteed Parties), as so reduced, to be subject to avoidance under the Avoidance Provisions. This Section 15(b) is intended solely to preserve the rights of the Guaranteed Parties hereunder to the maximum extent that would not cause the Guaranteed Obligations of the Guarantor to be subject to avoidance under the Avoidance Provisions, and neither the Guarantor nor any other Person shall have any right or claim under this Section 15 as against the Guaranteed Parties that would not otherwise be available to such Person under the Avoidance Provisions.

           SECTION 16. Indemnity, Contribution, and Subrogation .

          (a) In addition to all such rights of indemnity and subrogation as the Guarantor may have under applicable law (but subject to Section 4 hereof), the Company agrees that (i) in the event a payment shall be made on behalf of the Company by the Guarantor hereunder, the Company shall indemnify the Guarantor for the full amount of such payment and the Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment, and (ii) in the event any assets of the Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, the Company shall indemnify the Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

          (b) The Guarantor (a “ Contributing Guarantor ”) agrees (subject to Section 4 hereof), that, in the event a payment shall be made by any other guarantor covering any portion of the Guaranteed Obligations, or assets of any other guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, and such other guarantor (the “ Claiming Guarantor ”) shall not have been fully indemnified by the Company as provided in paragraph (a) above, the

Contributing Guarantor shall indemnify each Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of the Company and the Guarantor on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 22, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this paragraph (b) shall be subrogated to the rights of such Claiming Guarantor under paragraph (a) above to the extent of such payment. As used herein, the term “ net worth ” shall mean, as at any date of determination, the consolidated shareholders’ equity of the Company and the Guarantor, as determined in each case on a consolidated basis in accordance with GAAP.

           SECTION 17. Information . The Guarantor assumes all responsibility for being and keeping itself informed of the Company’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that the Guarantor assumes and incurs hereunder, and agrees that none of the Guaranteed Parties will have any duty to advise the Guarantor of information known to it or any of them regarding such circumstances or risks.

           SECTION 18. Representations and Warranties . The Guarantor represents and warrants as to itself that all representations and warranties relating to it contained in Article 5 of the Credit Agreement are true and correct.

           SECTION 19. Survival of Agreement . All agreements, representations and warranties made herein shall survive the execution and delivery of this Guaranty, the Credit Agreement, the making of the Loans, and the execution and delivery of the Notes and the other Credit Documents and the issuance of Letters of Credit.

           SECTION 20. Counterparts . This Guaranty and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

           SECTION 21. Currency of Payment . All payments to be made by the Guarantor hereunder shall be made in the applicable currency as provided in Section 10.18 of the Credit Agreement and, in the case of any required conversion of any currency, shall be determined, and the related amounts calculated, in the manner provided in Section 10.18 of the Credit Agreement.

           SECTION 22. Additional Guarantors . Upon execution and delivery by any Subsidiary of the Company of an instrument in the form of Annex 1 , such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named a Guarantor herein (each an “ Additional Guarantor ”). The execution and delivery of any such instrument shall not require the consent of the Guarantor. The rights and obligations of the Guarantor

hereunder shall remain in full force and effect notwithstanding the addition of any Additional Guarantor as a party to this Guaranty.

           SECTION 23. Termination of Guaranty . In addition to termination upon payment in full of all of the Guaranteed Obligations (subject to the last sentence of Section 2 hereof), all obligations of the Guarantor to the Guaranteed Parties hereunder shall terminate upon the delivery by the Company to the Administrative Agent of a certificate stating that (i) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to Section 6.11(j) and (k) of the Credit Agreement is equal to or less than the Subsidiary Debt Basket Amount, and (ii) no Default or Event of Default has occurred and is continuing. Upon compliance with the foregoing, the Administrative Agent and the Lender shall provide written confirmation of such termination as may be reasonably requested by the Guarantor.

           IN WITNESS WHEREOF , the Guarantor and the Administrative Agent have caused this Guaranty to be duly executed and delivered by their respective duly authorized officers as of the date first above written.

Address for Notices :		NOBLE HOLDING INTERNATIONAL LIMITED , a Cayman Islands exempted company
c/o Maples & Calder		limited by shares
P.O. Box 309, Ugland House
South Church Street, Georgetown		By:	/s/ Alan R. Hay
Grand Cayman, Cayman Islands			Name:	Alan R. Hay
British West Indies			Title:	Director
		CITIBANK, N.A. (“ Administrative Agent ”)
		By:	/s/ Robert Malleck
			Name:	Robert Malleck
			Title:	Director