Noble Corp plc

EX-99.1 · initiallaunchpr-final.htm

EX-99.1
 3
 initiallaunchpr-final.htm
 EX-99.1

 EXHIBIT 99.1

 PRESS RELEASE

 NOBLE CORPORATION PLC ANNOUNCES PROPOSED OFFERING OF $500 MILLION OF SENIOR NOTES DUE 2034
 HOUSTON, TEXAS, June 1, 2026 - Noble Corporation plc (NYSE: NE, “Noble” or the “Company”) today announced that Noble Finance II LLC (the "Issuer"), a wholly owned subsidiary of the Company, has commenced an offering (the "Offering") of $500 million in aggregate principal amount of unsecured senior notes due 2034 (the "Notes"). The Notes will be guaranteed by certain direct and indirect restricted subsidiaries of the Issuer. Noble intends to use the net proceeds from the Offering, together with cash on hand, to redeem (the “Redemption”) all of the outstanding 8.500% Senior Secured Second Lien Notes due 2030 issued by Diamond Foreign Asset Company and Diamond Finance, LLC, each a wholly owned subsidiary of the Company (the “Diamond Notes”). The Redemption is expected to be conditioned on the completion of the Offering. This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Diamond Notes.

 The Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States only in compliance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

 This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the Notes or any other security of Noble, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
 About Noble Corporation plc
 Noble is a leading offshore drilling contractor for the oil and gas industry. The Company owns and operates one of the most modern, versatile, and technically advanced fleets in the offshore drilling industry. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. Noble performs, through its subsidiaries, contract drilling services with a fleet of offshore drilling units focused largely on ultra-deepwater and high specification jackup drilling opportunities in both established and emerging regions worldwide.
 Forward-looking Statements
 This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this communication are forward-looking statements, including those regarding the Offering, the use of proceeds therefrom and the Redemption. Forward-looking statements involve risks, uncertainties and assumptions, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. When used in this communication, or in the documents incorporated by reference, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “shall,” “target,” “will” and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this communication and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. Risks and uncertainties include, but are not limited to, those detailed in Noble’s most recent Annual Report on Form 10-K, Quarterly Reports Form 10-Q and other filings with the U.S. Securities and Exchange Commission. We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us.
 1

 Contact Noble Corporation plc
 Ian Macpherson
 VP Finance and Investor Relations
 +1 713-239-6019
 imacpherson@noblecorp.com

 2

EX-10.1 · noble-arrevolvingcreditagr.htm

EX-10.1
 2
 noble-arrevolvingcreditagr.htm
 EX-10.1

 Execution Version

 THIRD AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT
 This Third Amendment to Amended and Restated Senior Secured Revolving Credit Agreement (this “ Amendment ”) dated as of May 29, 2026, is by and among NOBLE FINANCE II LLC, a Delaware limited liability company (the “ Company ”), NOBLE INTERNATIONAL FINANCE COMPANY, an exempted company incorporated in the Cayman Islands with limited liability and a wholly-owned indirect Subsidiary of the Company (“ NIFCO ”), as a Designated Borrower, each other Credit Party party hereto, each of the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders.
 RECITALS :
 WHEREAS, the Company, NIFCO, the Administrative Agent and the Lenders and other parties from time to time party thereto have entered into that certain Amended and Restated Senior Secured Revolving Credit Agreement dated as of April 18, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, including by that certain First Amendment to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of June 24, 2024, and that certain Second Amendment to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of December 16, 2025, the “ Existing Credit Agreement ” and as further amended hereby, the “ Credit Agreement ”).
 WHEREAS, the Borrowers have requested an extension of the maturity of, and an increase of, the Commitments and certain other modifications and amendments to the Existing Credit Agreement.
 WHEREAS, each financial institution identified on the signature pages hereto as a Lender that was not a Lender under the Existing Credit Agreement (each a “ New Lender ”) intends to become a party to the Credit Agreement as a Lender and the Lenders party to the Existing Credit Agreement (the “ Existing Lenders ”) have agreed to assign and reallocate at par a portion of their Commitments and a portion of their pro rata share of Loans and participations in Letters of Credit to each New Lender as further described in this Amendment.
 NOW, THEREFORE, to induce the Lenders party hereto to enter into this Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 Section 1.     Definitions . Unless otherwise defined in this Amendment, each capitalized term used in this Amendment, including the introductory paragraph and recitals hereto, has the meaning assigned to such term in the Credit Agreement.
 Section 2.     Amendments . Upon the occurrence of the Third Amendment Effective Date (as defined below), the Existing Credit Agreement (including the Schedules but excluding the Exhibits thereto) is hereby amended to read as reflected on Exhibit A attached hereto.
 Section 3.     Termination of Noble Drilling A/S as a Designated Borrower . Notwithstanding the notice required under Section 2.14(f) of the Credit Agreement, upon the occurrence of the Third Amendment Effective Date, Noble Drilling A/S status as a Designated Borrower is hereby terminated.
 Section 4.     New Lenders; Reallocation of Commitments .
 (a)    Each New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and by the Credit Agreement and to become a Lender under the Credit Agreement, (B) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required to be satisfied by it in order to acquire its Commitments and Loans under the Credit Agreement and become a Lender thereunder, (C) from and after the Third Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Commitments and Loans, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Commitments and Loans of such New Lender and either it, or the Person exercising discretion in making its decision to acquire the Commitments and Loans of such New Lender, is experienced in acquiring assets of this type, and (E) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Sections 6.6(a)(i) and Section 6.6(a)(ii) of the Credit Agreement, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on any Agent, any Arranger or any other Lender or their respective Related Parties, and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Arranger, any other New Lender or any other Lender or their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.
 (b)    The New Lenders and the Existing Lenders hereby agree, and the Administrative Agent, Issuing Banks and the Credit Parties hereby consent, to (i) the New Lenders becoming party to the Credit Agreement as Lenders and (ii) the assignment and reallocation at par of the Existing Lenders’ respective Commitments and Revolving Credit Exposures (the “ Assigned Interests ”) such that after giving effect to such actions and this Amendment the Commitment for
 2

 each Lender shall equal those reflected on Schedule 1.1(c) to the Credit Agreement, as amended hereby, and ratable changes shall be made to the Commitments, Revolving Credit Exposures and Percentage of each Lender. With respect to the foregoing assignments and reallocations, upon the Third Amendment Effective Date, each New Lender shall be deemed to have acquired at par its portion of the Assigned Interests allocated to it pursuant to the terms of an Assignment Agreement as if each such New Lender had executed an Assignment Agreement with respect to such assignment and reallocation of Assigned Interests and such assignments and reallocations shall otherwise occur upon the Third Amendment Effective Date pursuant to mechanics reasonably determined by the Administrative Agent. Notwithstanding anything to the contrary herein or in any other Credit Document, for purposes of Section 11.11 of the Credit Agreement, each New Lender shall be deemed to be a Lender as of the Third Amendment Effective Date. Each Lender party thereto hereby waives any right to receive payment under Section 2.11 of the Credit Agreement as a result of the assignments and assumptions and settlements contemplated by the preceding clauses and waives the registration and processing fee under Section 11.11(c) of the Credit Agreement.
 Section 5.     Effectiveness . This Amendment shall become effective on the first date on which each of the conditions set forth in this Section 5 is satisfied (such date, the “ Third Amendment Effective Date ”):
 (a)    The Administrative Agent shall have executed this Amendment and shall have received duly executed counterparts of this Amendment from each of the Borrowers, the New Lenders and the Existing Lenders party hereto;
 (b)    The Borrowers shall have paid (i) the fees set forth in that certain Fee Letter, dated as of the date hereof, by and among the Borrowers and JPMorgan Chase Bank, N.A., as a lead arranger, and (ii) all other fees, costs and expenses then due and owing to the Administrative Agent, including, to the extent invoiced two (2) Business Days prior to the Third Amendment Effective Date, all reasonable and documented fees and expenses of Simpson Thacher & Bartlett LLP;
 (c)    Each representation and warranty of the Company and its Restricted Subsidiaries set forth in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Date (unless qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects), except as a result of the transactions expressly permitted under the Credit Agreement or such other Credit Documents and except to the extent that any such representation or warranty relates solely to an earlier date, in which case it shall have been true
 3

 and correct in all material respects (unless qualified by materiality or Material Adverse Effect, in which case such representation shall be true and correct in all respects) as of such earlier date;
 (d)    No Default or Event of Default shall have occurred and be continuing immediately before or immediately after the Third Amendment Effective Date;
 (e)    The Administrative Agent shall have received in form and substance reasonably satisfactory to the Administrative Agent, certificates of a Responsible Officer of each Credit Party, the Parent Pledgor, and each Restricted Subsidiary of the Borrower which is the direct owner of Equity Interests in any Collateral Rig Owner (together with the Parent Pledgor and the Borrower, the “ Subsidiary Rig Owner Pledgors ”) containing specimen signatures of the Persons authorized to execute Credit Documents to which such entity is a party on such entity’s behalf or any other documents provided for herein or therein, together with (i) copies of resolutions of the board of directors or other appropriate body of such entity, authorizing the execution and delivery of the Credit Documents to which such entity is a party, (ii) in respect of the Company, copies of the resolutions of the managers of the Company authorizing the execution and delivery of the Credit Documents to which the Company is a party, (iii) copies of such entity’s memorandum of association, articles of association or other publicly filed (if applicable) organizational, incorporation or constitutional documents in its jurisdiction of incorporation, as applicable, and such entity’s bylaws or limited liability company agreement (or other comparable governing documents, if any), as applicable, (iv) where applicable and customary, copies of such entity’s statutory registers and (v) a certificate of good standing (if applicable and if a requirement to obtain such a certificate would be customary or consistent with market practice in the relevant jurisdiction) for such entity from the appropriate governing agency of such entity’s jurisdiction of incorporation or organization;
 (f)    The Administrative Agent shall have received in form and substance reasonably satisfactory to the Administrative Agent, (i) a Fleet Status Certificate, (ii) a confirmation of class certificate for each Collateral Rig issued no earlier than five (5) days prior to the Third Amendment Effective Date, (iii) certificates of registration showing the registered ownership of each Collateral Rig and (iv) the results of maritime lien registry searches with respect to each Collateral Rig, indicating in each case no record liens other than Permitted Liens;
 (g)    The Administrative Agent shall have received, subject to the Agreed Security Principles, customary UCC or equivalent lien, tax and judgment lien searches for the Parent Pledgor, the Credit Parties and each other Subsidiary Rig Owner Pledgor indicating the absence of liens and security interests other than Permitted Liens and Liens being released on or prior to the Third Amendment Effective Date;
 (h)    The Administrative Agent shall have received opinions of counsel to either the Company or the Administrative Agent consistent with the opinions delivered on the Effective
 4

 Date, in each case, covering such matters relating to the Credit Parties and the Credit Documents as are usual and customary in respect of the transaction contemplated by this Amendment;
 (i)    The Administrative Agent shall have received a certificate from a Financial Officer certifying that the Parent Pledgor, the Company and its Restricted Subsidiaries, on a consolidated basis, after giving effect to the transactions contemplated to occur on the Third Amendment Effective Date, are Solvent.
 (j)    The Administrative Agent shall have received a certificate of a Responsible Officer certifying (i) the satisfaction of all conditions set forth in Sections 5(c) and (d) , (ii) that all material governmental and third party approvals necessary in connection with the consummation of the transactions contemplated hereby, and the continuing operations of the Company and its Restricted Subsidiaries shall have been obtained (or will be substantially concurrently obtained) and be in full force and effect and (iii) that since December 31, 2025, no event or effect has occurred that has had or could reasonably be expected to have a Material Adverse Effect.
 (k)    The Administrative Agent and each Lender who has requested the same shall have received, at least three (3) Business Days prior to the Third Amendment Effective Date, (i) all documentation and other information regarding the Borrowers in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and (ii) to the extent applicable, in connection with the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect to the Borrowers in a form reasonably satisfactory to the Administrative Agent and each requesting Lender, in the case of clauses (i) and (ii) above, to the extent reasonably requested in writing at least eight (8) Business Days prior to the Third Amendment Effective Date.
 (l)    The Arrangers shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Noble Parent Company and its Subsidiaries, for fiscal year ended December 31, 2025 (together with the corresponding comparative period from the prior fiscal year), (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Noble Parent Company and its Subsidiaries for each subsequent fiscal quarter ended on or prior to the date that is sixty (60) days prior to the Third Amendment Effective Date.
 For purposes of determining compliance with the conditions specified in this Section 5 , each Lender shall be deemed to have consented to, approved and accepted and to be satisfied with each document or other matter required under this Section 5 to be consented to or approved by or acceptable or satisfactory to any Lender, any Arranger or any Agent, unless (i) an officer of the Administrative Agent responsible for the transactions contemplated by this Amendment shall have received written notice from such Person specifying its objection thereto at least one (1) day prior to the proposed Third Amendment Effective Date and (ii) in the case of any such Lender, such Lender shall not have made available to the Administrative Agent any portion of its Loan contemplated to be funded on the Third Amendment Effective Date.
 5

 Section 6.     Post-Closing Obligations . Notwithstanding anything to the contrary in this Amendment or in the Credit Agreement, each Credit Party agrees that it will complete each of the actions described on Schedule I attached hereto by no later than the date set forth on Schedule I attached hereto with respect to such action or such later date as the Administrative Agent may reasonably agree.
 Section 7.     Release of Guarantors . The Company hereby certifies that each of the following shall constitute an Immaterial Subsidiary as of the date hereof: Pacific Drilling Operations, Inc.; Noble Drilling (U.S.) LLC; Noble Drilling A/S; Noble Drilling Offshore International A/S; Noble Drillship IV Singapore Pte. Ltd.; Noble Highlander UK Ltd.; Noble Leasing III (Switzerland) GmbH; Noblecorp Drilling Holdings Singapore Pte. Ltd.; Pacific Drilling Company LLC; and The Drilling Company of 1972 A/S (each “ Released Subsidiary ”). Pursuant to Section 11.30(b) of the Credit Agreement, as of the date hereof, each of the Released Subsidiaries shall be released from its obligations as a Guarantor under the Credit Documents and is hereby automatically released from its obligations as a Guarantor without the need for any further action by any Person.
 Section 8.     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial .
 (a)     THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
 (b)     THE PROVISIONS OF SECTION 11.15(b) AND SECTION 11.15(c) OF THE CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT AS IF EACH HAD BEEN FULLY SET FORTH HEREIN, MUTATIS MUTANDIS .
 Section 9.     Representations and Warranties . The Company hereby represents and warrants to the Administrative Agent and each Lender that (a) as of the Third Amendment Effective Date, each representation and warranty of the Company and its Restricted Subsidiaries set forth in the Credit Agreement and in the other Credit Documents is true and correct in all material respects on and as of the Third Amendment Effective Date (unless qualified by materiality or Material Adverse Effect, in which case such representation or warranty is true and correct in all respects), except as a result of the transactions expressly permitted under the Credit Agreement or such other Credit Documents and 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 (unless qualified by materiality or Material Adverse Effect, in which case such representation shall be true and correct in all respects) as of such earlier date and (b) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after the Third Amendment Effective Date.
 Section 10.     Miscellaneous .
 (a)    On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each other Credit Document to “the Credit Agreement”,
 6

 “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or otherwise modified by this Amendment as such provisions of this Amendment are in effect on and after such date.
 (b)    The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as an amendment or modification of the Credit Agreement or any other Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents. This Amendment does not constitute a novation of the Credit Agreement or any other Credit Document.
 (c)    This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart.
 (d)    Delivery of an executed counterpart of a signature page to this Amendment by telecopier or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.
 (e)    Each of the Company, NIFCO, Noble Drilling A/S and each other Credit Party hereby (i) acknowledges the terms of this Amendment, (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Credit Document to which it is a party and agrees that each Credit Document to which it is a party remains in full force and effect, except as expressly amended or modified hereby, (iii) ratifies and affirms its guarantee of the Secured Obligations, and acknowledges, renews and extends its guarantee of the Secured Obligations, in each case as amended by this Amendment and (iv) ratifies and affirms that the Liens created by the Credit Documents to which it is a party are valid and continuing and secure the Secured Obligations in accordance with the terms thereof, after giving effect to this Amendment.
 (f)    This Amendment is a Credit Document as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Credit Documents shall apply hereto.
 (g)    Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 (h)    Each of the Lenders and the Issuing Banks (and, by its acceptance of the benefit of any Lien on Collateral pursuant to the terms of the Collateral Documents and/or any Guaranty provided under any Credit Document, each holder of any Specified Swap Agreement Obligations, each holder of any Specified Cash Management Obligations and each other Person for whose benefit any Agent is granted a Lien on Collateral pursuant to the terms of the Collateral Documents) hereby authorizes and directs JPMorgan Chase Bank, N.A., acting as
 7

 Collateral Agent and/or Security Trustee under each Collateral Document, to take any actions with respect to the Collateral and the Collateral Documents as may be necessary or advisable to reflect this Amendment and the Credit Agreement, including the changes to the Agreed Security Principles and the Excluded Accounts.
 (i)    THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS, INCLUDING THIS AMENDMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
 [Signature Pages Follow]
 8

 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers thereunto duly authorized as of the date first above written.
 NOBLE FINANCE II LLC, a Delaware limited liability company, as the Company and a Borrower
 By: /s/ Bruce Boyle
 Name: Bruce Boyle
Title: President and Secretary

 NOBLE INTERNATIONAL FINANCE COMPANY, an exempted company incorporated in the Cayman Islands with limited liability, as a Designated Borrower
 By: /s/ Ryan Trevor Pull
 Name: Ryan Trevor Pull
Title: Director

 NOBLE BD LLC, a Delaware limited liability company, as a Credit Party
 By: /s/ Ryan Trevor Pull
 Name: Ryan Trevor Pull
Title: President and Secretary

 NOBLE DRILLING (LUXEMBOURG) S.À R.L., a Luxembourg société à responsabilité limitée, as a Credit Party
 By: /s/ David M.J. Dujacquier
 Name: David M.J. Dujacquier
Title: Manager

 NOBLE DT LLC, a Delaware limited liability company, as a Credit Party
 By: /s/ Ryan Trevor Pull
 Name: Ryan Trevor Pull
Title: President and Secretary
 Third Amendment to Amended and Restated Senior Secured Revolving Credit Agreement

 NOBLE LEASING V (SWITZERLAND) GMBH, a Switzerland company with limited liability, as a Credit Party
 By: /s/ Slavica Schroeder
 Name: Slavica Schroeder
Title: Managing Officer

 PACIFIC DRILLING S.A., a Luxembourg société anonyme, as a Credit Party
 By: /s/ David M.J. Dujacquier
 Name: David M.J. Dujacquier
Title: Director

 PACIFIC SANTA ANA LIMITED, a British Virgin Islands company limited by shares, as a Credit Party
 By: /s/ David M.J. Dujacquier
 Name: David M.J. Dujacquier
Title: Manager

 NOBLE SERVICES COMPANY LLC, a Delaware limited liability company, as a Credit Party
 By: /s/ Craig M. Muirhead
 Name: Craig M. Muirhead
Title: Vice President and Treasurer

 NOBLE DRILLING DEEPWATER A/S, a Denmark limited company, as a Credit Party
 By: /s/ Peter Asboe
 Name: Peter Asboe
Title: Director

 Third Amendment to Amended and Restated Senior Secured Revolving Credit Agreement

 NOBLE SERVICES INTERNATIONAL LIMITED, an exempted company incorporated in the Cayman Islands with limited liability, as a Credit Party
 By: /s/ Ryan Trevor Pull
 Name: Ryan Trevor Pull
Title: Director

 Third Amendment to Amended and Restated Senior Secured Revolving Credit Agreement

 JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Issuing Bank, and a Lender
 By: /s/ Maria Gabriela Coloma
 Name: Maria Gabriela Coloma
Title: Vice President
 Third Amendment to Amended and Restated Senior Secured Revolving Credit Agreement

 LENDERS:
 BARCLAYS BANK PLC,
as a Lender and as an Issuing Bank

 By: /s/ Sydney G. Dennis
 Name: Sydney G. Dennis
Title: Director

 DNB CAPITAL LLC,
as a Lender

 By: /s/ Jessika Kai-Tseng Larsson
 Name: Jessika Kai-Tseng Larsson
Title: Client Executive

 By: /s/ Andrew J. Shohet
 Name: Andrew J. Shohet
Title: MD & Head of Ocean Industries, North America

 HSBC BANK USA, N.A.,
as a Joint Lead Arranger and a Lender

 By: /s/ Balaji Rajgopal
 Name: Balaji Rajgopal
Title: Managing Director

 WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender and as an Issuing Bank

 By: /s/ Michael Janak
 Name: Michael Janak
Title: Managing Director

 CITIBANK, N.A.
as a Lender

 By: /s/ Todd Mogil
 Name: Todd Mogil
Title: Vice President

 Third Amendment to Amended and Restated Senior Secured Revolving Credit Agreement

 Banco Santander, S.A., New York Branch,
as a Lender [and as an Issuing Bank]

 By: /s/ Andrew Maletta
 Name: Andrew Maletta
Title: Authorized Signatory

 By: /s/ Ryan Peters
 Name: Ryan Peters
Title: Authorized Signatory

 Morgan Stanley Bank AG,
as a Lender

 By: /s/ Stephen Adams
 Name: Stephen Adams
Title: Executive Director

 By: /s/ Mira Mittag
 Name: Mira Mittag
Title: Authorized Signatory

 SpareBank 1 Sør-Norge ASA,
as a Lender

 By: /s/ Johan Erland
 Name: Johan Erland
Title: Head of Maritime Industries

 Texas Capital Bank,
as a Lender

 By: /s/ Michael Simpson
 Name: Michael Simpson
Title: Executive Director

 Execution Version

 SCHEDULE I

 Post-Closing Obligations

 [ To be attached ]

 Third Amendment to Amended and Restated Senior Secured Revolving Credit Agreement

 Exhibit A

 Credit Agreement

 [ see attached ]

     -ii-

 AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT

 Dated as of
 April 18, 2023

 among

 NOBLE FINANCE II LLC,
 as the Company and a Borrower,

 NOBLE INTERNATIONAL FINANCE COMPANY, and
 CERTAIN ADDITIONAL SUBSIDIARIES OF THE COMPANY
 as from time to time designated by the Company,
 as Designated Borrowers,

 THE LENDERS
FROM TIME TO TIME PARTY HERETO,

 JPMORGAN CHASE BANK, N.A.,
 as Administrative Agent, Collateral Agent and Security Trustee

 THE ISSUING BANKS
 FROM TIME TO TIME PARTY HERETO
 _____________________________________________________________________________________

 JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, DNB CARNEGIE, INC., HSBC SECURITIES (USA) INC., WELLS FARGO SECURITIES, LLC, CITIBANK, N.A. and BANCO SANTANDER, S.A., NEW YORK BRANCH
as Joint Lead Arrangers and Joint Bookrunners,

 and

 MORGAN STANLEY SENIOR FUNDING, INC.,
 as Documentation Agent

     -iii-

 TABLE OF CONTENTS
 Page

 ARTICLE 1

DEFINITIONS; INTERPRETATION
 1

 Section 1.1.    Definitions
 1

 Section 1.2.    Time of Day
 79

 Section 1.3.    Accounting Terms; GAAP
 79

 Section 1.4.    Terms Generally; Rules of Construction
 80

 Section 1.5.    Interest Rates; Benchmark Notifications
 80

 Section 1.6.    Divisions
 81

 ARTICLE 2

THE CREDIT FACILITIES
 81

 Section 2.1.    Commitments for Revolving Loans
 81

 Section 2.2.    Types of Revolving Loans and Minimum Borrowing Amounts
 81

 Section 2.3.    Manner of Revolving Loan Borrowings; Continuations and Conversions of Revolving Loan Borrowings.
 81

 Section 2.4.    Interest Periods
 84

 Section 2.5.    Funding of Revolving Loans.
 84

 Section 2.6.    Applicable Interest Rates.
 85

 Section 2.7.    Default Rate
 86

 Section 2.8.    Repayment of Loans; Evidence of Debt.
 87

 Section 2.9.    Optional Prepayments of Loans
 88

 Section 2.10.    Mandatory Prepayments of Loans
 89

 Section 2.11.    Breakage Fees
 90

 Section 2.12.    Letters of Credit.
 91

 Section 2.13.    Reductions and Terminations of the Commitments.
 98

 Section 2.14.    Designated Borrowers.
 99

 Section 2.15.    Defaulting Lenders.
 101

 ARTICLE 3

FEES AND PAYMENTS
 103

 Section 3.1.    Fees.
 103

 Section 3.2.    Place and Application of Payments.
 104

 Section 3.3.    Withholding Taxes.
 105

 ARTICLE 4

CONDITIONS PRECEDENT
 113

 Section 4.1.    Effective Date
 113

 Section 4.2.    All Credit Extensions after the Effective Date
 117

 ARTICLE 5

REPRESENTATIONS AND WARRANTIES
 118

 Section 5.1.    Corporate Organization
 118

 Section 5.2.    Power and Authority; Validity
 118

 Section 5.3.    No Violation
 118

 Section 5.4.    Litigation and Environmental Matters
 119

 Section 5.5.    Use of Proceeds; Margin Regulations.
 119

 Section 5.6.    Investment Company Act
 120

 Section 5.7.    Anti-Corruption Laws; Sanctions Laws and Regulations
 120

 Section 5.8.    True and Complete Disclosure
 120

 Section 5.9.    Financial Statements
 121

 Section 5.10.    No Material Adverse Change
 121

 Section 5.11.    Taxes
 121

 Section 5.12.    Consents
 121

 Section 5.13.    Insurance
 122

 Section 5.14.    Intellectual Property
 122

 Section 5.15.    Ownership of Property
 122

 Section 5.16.    Existing Indebtedness
 122

 Section 5.17.    Existing Liens
 122

 Section 5.18.    Affected Financial Institutions
 122

 Section 5.19.    Compliance With Laws
 122

 Section 5.20.    Subsidiaries
 122

 Section 5.21.    Rigs.
 123

 Section 5.22.    Collateral Documents.
 123

 Section 5.23.    No Immunity
 124

 Section 5.24.    Designated Senior Indebtedness
 124

 Section 5.25.    Solvency
 124

 Section 5.26.    ERISA
 124

 ARTICLE 6

AFFIRMATIVE COVENANTS
 124

 Section 6.1.    Corporate Existence
 124

 Section 6.2.    Maintenance
 125

 Section 6.3.    Taxes
 126

 Section 6.4.    ERISA
 126

 Section 6.5.    Insurance
 127

 Section 6.6.    Financial Reports and Other Information
 127

 Section 6.7.    Lender Inspection Rights
 131

 Section 6.8.    Conduct of Business
 131

 Section 6.9.    Compliance with Laws
 132

 Section 6.10.    Use of Property and Facilities; Environmental Laws
 132

 Section 6.11.    PSC Regime
 132

 Section 6.12.    Collateral and Guaranty Requirements
 132

 Section 6.13.    Further Assurances
 134

     -ii-

 Section 6.14.    Change of Ownership; Management; Legal Names; Type of Organization (and whether a Registered Organization); Jurisdiction of Organization; Etc
 135

 Section 6.15.    Specified Ineligible LCE Available Excess Cash
 135

 Section 6.16.    Post-Closing Matters
 135

 ARTICLE 7

NEGATIVE COVENANTS
 136

 Section 7.1.    Restrictions on Fundamental Changes
 136

 Section 7.2.    Liens
 137

 Section 7.3.    Indebtedness
 141

 Section 7.4.    Transactions with Controlling Affiliates
 144

 Section 7.5.    Restricted Payments; Debt Redemptions
 144

 Section 7.6.    Amendment of Material Documents
 147

 Section 7.7.    Financial Covenants
 147

 Section 7.8.    Use of Proceeds
 148

 Section 7.9.    Designation and Conversion of Restricted and Unrestricted Subsidiaries; Debt of Unrestricted Subsidiaries
 148

 Section 7.10.    Negative Pledge Agreements; Dividend Restrictions
 149

 Section 7.11.    Limitation on Asset Sales
 149

 Section 7.12.    Flag and Registry
 149

 ARTICLE 8

EVENTS OF DEFAULT AND REMEDIES
 150

 Section 8.1.    Events of Default
 150

 Section 8.2.    Non-Bankruptcy Defaults
 153

 Section 8.3.    Bankruptcy Defaults
 153

 Section 8.4.    Collateral Account.
 154

 Section 8.5.    Notice of Default
 155

 Section 8.6.    Expenses
 155

 Section 8.7.    Distribution and Application of Proceeds
 155

 ARTICLE 9

CHANGE IN CIRCUMSTANCES
 157

 Section 9.1.    Change in Law.
 157

 Section 9.2.    Alternate Rate of Interest
 157

 Section 9.3.    Increased Cost and Reduced Return.
 159

 Section 9.4.    Lending Offices
 162

 Section 9.5.    Discretion of Lender as to Manner of Funding
 162

 Section 9.6.    Substitution of Lender or Issuing Bank
 162

 ARTICLE 10

THE AGENTS; ISSUING BANKS; RELEASE OF GUARANTIES AND LIENS
 163

 Section 10.1.    Appointment and Authorization of the Agents
 163

     -iii-

 Section 10.2.    Rights and Powers
 164

 Section 10.3.    Action by any Agent
 165

 Section 10.4.    Consultation with Experts
 166

 Section 10.5.    Indemnification Provisions; Credit Decision
 166

 Section 10.6.    Indemnity
 168

 Section 10.7.    Resignation
 168

 Section 10.8.    Collateral and Guaranty Matters; Holders of Specified Swap Agreement Obligations, Specified Cash Management Obligations and Specified Letter of Credit Obligations
 170

 Section 10.9.    Credit Bidding
 171

 Section 10.10.    Certain ERISA Matters.
 172

 Section 10.11.    Erroneous Payments.
 174

 ARTICLE 11

MISCELLANEOUS
 175

 Section 11.1.    No Waiver
 175

 Section 11.2.    Non-Business Day
 175

 Section 11.3.    Documentary Taxes
 175

 Section 11.4.    Value Added Tax
 176

 Section 11.5.    Survival of Representations
 177

 Section 11.6.    Survival of Indemnities
 177

 Section 11.7.    Setoff
 177

 Section 11.8.    Notices.
 178

 Section 11.9.    Counterparts
 182

 Section 11.10.    Successors and Assigns
 183

 Section 11.11.    Participations in Borrowings and Notes; Sales and Transfers of Borrowing and Notes.
 184

 Section 11.12.    Amendments, Waivers and Consents
 188

 Section 11.13.    Headings
 190

 Section 11.14.    Legal Fees, Other Costs and Indemnification
 190

 Section 11.15.    Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
 192

 Section 11.16.    Confidentiality
 194

 Section 11.17.    Effectiveness
 195

 Section 11.18.    Severability
 195

 Section 11.19.    Currency Conversion
 195

 Section 11.20.    Exchange Rates.
 196

 Section 11.21.    [Reserved]
 196

 Section 11.22.    Final Agreement
 197

 Section 11.23.    Officer’s Certificates
 197

 Section 11.24.    Effect of Inclusion of Exceptions
 197

 Section 11.25.    Margin Stock
 197

 Section 11.26.    PATRIOT Act Notice
 197

 Section 11.27.    No Advisory or Fiduciary Responsibility
 197

     -iv-

 Section 11.28.    Acknowledgement and Consent to Bail-In of Affected Financial Institutions
 198

 Section 11.29.    Acknowledgement Regarding Any Supported QFCs
 198

 Section 11.30.    Release of Collateral and Guarantors; Certain Other Collateral and Guaranty Matters
 199

 Section 11.31.    Material Non-Public Information
 200

 Section 11.32.    Certain Non-U.S. Law Limitations
 201

 Section 11.33.    Swiss Use of Proceeds.
 201

 Section 11.34.    Limitations
 201

 Section 11.35.    Amendment and Restatement
 201

 Exhibits :
 Exhibit 1.1(c)    -    Forms of Collateral Rig Mortgage
 Exhibit 1.1(q)    -    Forms of Quiet Enjoyment Agreement
 Exhibit 2.3    -    Form of Borrowing Request
 Exhibit 2.8    -    Form of Note
 Exhibit 2.14(a)    -    Form of Designated Borrower Request and Assumption Agreement
 Exhibit 2.14(c)    -    Form of Designated Borrower Notice
 Exhibit 3.3    -    Form of Tax Certificates
 Exhibit 6.6    -    Form of Compliance Certificate
 Exhibit 7.3    -    Subordination Terms
 Exhibit 11.11    -    Form of Assignment Agreement

 Schedules :
 Schedule 1.1(c)    -    Commitment Schedule
 Schedule 1.1(e)    -    Excluded Rigs
 Schedule 1.1(r)    -    Released Entities
 Schedule 2.12(a) - Maximum L/C Issuance Amounts
 Schedule 2.12(h) -     Existing Letters of Credit
 Schedule 4.1-1    -    Certain Effective Date Credit Documents and Deliverables
 Schedule 4.1-2    -    Legal Opinions
 Schedule 5.17    -    Existing Liens
 Schedule 5.20    -    Subsidiaries
 Schedule 5.21    -    Effective Date Collateral Rigs
 Schedule 6.2    -    Approved Appraisers
 Schedule 6.5    -    Insurance Requirements
 Schedule 6.16    -    Post-Closing Matters
 Schedule 7.3    -    Third Amendment Effective Date Indebtedness
 Schedule 7.5    -    Third Amendment Effective Date Investments
 Schedule 7.12    -    Acceptable Flag Jurisdictions

     -v-

 AMENDED AND RESTATED
SENIOR SECURED REVOLVING CREDIT AGREEMENT

 THIS AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT , dated as of April 18, 2023, is by and among Noble Finance II LLC, a Delaware limited liability company (the “ Company ”), NOBLE INTERNATIONAL FINANCE COMPANY, an exempted company incorporated in the Cayman Islands with limited liability and a wholly-owned indirect Subsidiary of the Company (“ NIFCO ”), as a Designated Borrower, each other Designated Borrower from time to time party hereto, the lenders from time to time parties hereto (each, a “ Lender ” and, collectively, the “ Lenders ”), each Issuing Bank from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders, JPMORGAN CHASE BANK, N.A., as Collateral Agent for the Secured Parties, and JPMORGAN CHASE BANK, N.A., as Security Trustee for the Secured Parties.
 RECITALS:
 A.    The Initial Parent Pledgor, NIFCO, certain other Designated Borrowers from time to time party thereto, the lenders from time to time party thereto, the issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and security trustee are parties to that certain Senior Secured Revolving Credit Agreement, dated as of February 5, 2021 (as amended, amended and restated, supplemented or otherwise modified prior to the Effective Date, the “ Existing Credit Agreement ”), pursuant to which the lenders and issuing banks party thereto have made certain credit available to the Initial Parent Pledgor, NIFCO and such other Designated Borrowers party thereto.
 B.    The Borrowers, the Administrative Agent, the Collateral Agent, the Security Trustee, the Lenders and the Issuing Banks have agreed to amend and restate the Existing Credit Agreement as set forth herein, subject to the terms and conditions of this Agreement.
 C.    NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby 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:
 “ Acceptable Flag Jurisdiction ” means (a) any flag jurisdiction listed on Schedule 7.12 and (b) any other flag jurisdiction approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed).
 “ Account Control Agreement ” means, with respect to any Commodity Account, Deposit Account or Securities Account established or owned by a Credit Party, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, establishing Control (as
      [Amended and Restated Senior Secured Revolving Credit Agreement]

 defined in the Guaranty and Collateral Agreement) of such Commodity Account, Deposit Account or Securities Account, as applicable, by the applicable Agent party thereto (it being understood and agreed that, unless an Event of Default has occurred and is continuing and notice has been delivered by such Agent under such agreement, no Agent shall exercise dominion or control over any Commodity Account, Deposit Account or Securities Account subject to such agreement or issue any instructions with respect thereto or any cash or other assets on deposit in or held in any such Commodity Account, Deposit Account or Securities Account). For the avoidance of doubt, no Account Control Agreement shall be required with respect to any Excluded Account.
 “ Acquired Asset Value ” means, in respect of the assets received by any Credit Party or Restricted Subsidiary in exchange for the assets exchanged by such Credit Party or Restricted Subsidiary pursuant to any Asset Swap permitted hereunder, the total value of such received assets, which value shall be, (a) in the case of a Rig, as reflected in a third party appraisal obtained in connection with such Asset Swap by or on behalf of such Credit Party or Restricted Subsidiary as the fair market value of such Rig (which appraised value may include the value of net cash flows through any then-existing contracted backlog) and (b) in the case of any other asset, the fair market value thereof as determined in good faith by the Company.
 “ Acquired Letters of Credit ” has the meaning set forth in the definition of “Permitted Acquisition Issuing Bank”.
 “ Acquisition EBITDA Adjustments ” means, with respect to the calculation of Adjusted EBITDA as of any date of determination:
 (a)    solely in connection with calculating Adjusted EBITDA for the purposes of any incurrence test in connection with any Permitted Acquisition or similar investment where such calculation is based on contract(s) which, as of the date such Permitted Acquisition or other similar permitted Investment is to be consummated, (i) have commenced or have an estimated contract start date (as determined in good faith by the Company as of such date) that is no later than the three-month anniversary of the date of such consummation and (ii) have a remaining term of at least one (1) year from the date of such consummation, for any fiscal quarter prior to the Commercial Operation Date (beginning with the four (4) full fiscal quarter period that includes the fiscal quarter in which the applicable transaction is consummated and thereafter until the applicable Commercial Operation Date (including the fiscal quarter in which such Commercial Operation Date occurs)), an amount determined by the Company as the Adjusted EBITDA attributable to the Rig(s) contemplated to be acquired pursuant to such transaction, in each case, for the first 12-month period following the consummation of the applicable Permitted Acquisition or similar investment (such amount to be determined in good faith by the Company in consultation with the Administrative Agent based on customer contracts relating to such transaction, projected revenues from such contracts, capital costs and expenses, scheduled Commercial Operation Date, debt service obligations, contractual limitations on distributions and other factors and assumptions believed by the Company to be reasonable or appropriate at the time, in consultation with the Administrative Agent); and
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 2

 (b)    otherwise with respect to any Rig(s) acquired or constructed after the date hereof during any Test Period (and notwithstanding any restatement of the consolidated financial statements of the Company or any direct or indirect parent of the Company in connection with any such acquisition), an amount equal to the lesser of (i) the Adjusted EBITDA that would have been attributable to such Rig(s) if such Rig(s) had been acquired on the first day of the four (4) full fiscal quarter period most recently ended prior to the consummation of such transaction, determined on a historical pro forma basis (which amount pursuant to this clause (i) shall not be less than zero if such Rig has a charter or other contract then in effect which has commenced or with an estimated contract start date (as determined in good faith by the Company as of such date) that is no later than the three-month anniversary of the date of such acquisition or the completion of construction (or no later than three-months after the relevant date of determination of Adjusted EBITDA of the Company and its Restricted Subsidiaries) and which has a remaining term of at least one (1) year from the date of such acquisition or completion) and (ii) an amount determined by the Company, in the same manner as set forth in the foregoing clause (a) , as the Adjusted EBITDA forecasted to be attributable to such Rig(s) for the balance of the four (4) full fiscal quarter period following the consummation of such transaction.
 Notwithstanding the foregoing, no such additions shall be allowed pursuant to the foregoing clause (a) unless the Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth (i) the Company’s determination of Acquisition EBITDA Adjustments, (ii) the applicable scheduled Commercial Operation Date and (iii) a summary of cash distributions projected to be received by the Company or a Restricted Subsidiary from, or the Adjusted EBITDA otherwise attributable to, the applicable Rig(s), along with a reasonably detailed explanation of the basis therefor.
 “ Additional Collateral Rig Deadline ” has the meaning set forth in the definition of “Additional Collateral Rig Election”.
 “ Additional Collateral Rig Election ” means, with respect to any Asset Sale Prepayment Trigger Event, an election in writing by the Company to the Administrative Agent stating that, on or prior to the date that is thirty (30) days after the applicable Reinvestment Notice Deadline (or such later date as may be agreed to by the Administrative Agent in its sole discretion) (such date, the “ Additional Collateral Rig Deadline ”), the Company will execute and deliver, or will cause its applicable Restricted Subsidiary(ies) to execute and deliver, the documents described in Section 6.12(b)(i) and Section 6.12(b)(ii) with respect to additional Rigs that are not then Collateral Rigs to the extent necessary to cause both (a) the Additional Collateral Rig Test to be satisfied and (b) the Collateral Coverage Ratio to be equal to or greater than 5.00 to 1.00, in each case, upon the execution and delivery of such documents and such additional Rigs becoming Collateral Rigs.
 “ Additional Collateral Rig Test ” means, as of any date of determination, that as of the last day of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered (or were required to be delivered) pursuant to Section 6.6(a)(i) or Section 6.6(a)(ii) , as applicable, the Collateral Rigs generate at least 80% (or, from and after the Noble Offshore Contribution, 70%) of the total revenue of all Rigs owned by the Company and its
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 3

 Restricted Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP; provided that if, as of any such date of determination, the Company has not delivered the financial statements for any fiscal quarter or fiscal year as required by Section 6.6(a)(i) or Section 6.6(a)(ii) , as applicable, the Additional Collateral Rig Test shall be deemed not to have been satisfied as of such date until such time as the Company has delivered such financial statements and the Additional Collateral Rig Test shall then be determined on the date such financial statements are so delivered.
 “ Additional Subject Jurisdiction ” means any jurisdiction (other than any Initial Subject Jurisdiction) in which a Required Guarantor (a) is organized, incorporated or formed and/or (b) has material operations or owns any assets, but only if, in the case of any such jurisdiction referred to in clause (a) or (b) above, (i) the fair market value (as determined in good faith by the Company) of all assets (excluding (A) Rigs, (B) intercompany claims, (C) Deposit Accounts, Securities Accounts and other bank accounts and assets deposited in or credited to any such account, (D) spare part equipment and (E) any assets which are (x) in transit or temporarily located in such jurisdiction or (y) being transported to or from, or is in the possession of or under the control of, a bailee, warehouseman, repair station, mechanic, or similar Person, for purposes of repair, improvements, service or refurbishment in the ordinary course of business) which are owned by any Required Guarantor in such jurisdiction and reasonably capable of becoming Collateral exceeds $25,000,000 for such jurisdiction, (ii) a reasonable request has been made in writing by the Administrative Agent or the Required Lenders to designate, or the Company has notified the Administrative Agent and the Lenders in writing that the Company has elected to designate, such jurisdiction as an “Additional Subject Jurisdiction” and (iii) the designation of such jurisdiction as an “Additional Subject Jurisdiction” would not conflict with the Agreed Security Principles.
 “ Adjusted EBITDA ” means, with respect to the Company and its Restricted Subsidiaries, for any period, an amount equal to:
 (I)     Consolidated Net Income for such period; plus
 (II)     the sum of the following amounts for such period, without duplication, to the extent deducted from Consolidated Net Income for such period: (a) Interest Expense, taxes (including, without duplication, any Tax Payments), depreciation and amortization, (b) gains, losses and non-cash charges related to the cancellation of debt, swaps and/or other derivatives, (c) net cash proceeds from business interruption insurance or reimbursement of expenses received related to any acquisition or Disposition, (d) all other extraordinary, unusual or non-recurring charges, expenses or losses (whether cash or non-cash); provided that the aggregate amount of such cash charges, expenses or losses under this clause (d) , other than up to an aggregate total of $125,000,000 of integration costs related to the Maersk Merger for the fiscal years ending on December 31, 2023 and December 31, 2024, together with any cash charges, costs or losses added back pursuant to clauses (f) and (h) below, shall not exceed the greater of (i) $2,500,000 and (ii) 5% of Adjusted EBITDA in any four-fiscal quarter period (calculated before giving effect to any such add backs); provided, further, that for purposes of calculating the cap set forth in this clause (d) for any Test Period ending on or after the Third Amendment
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 4

 Effective Date, no amounts added back pursuant to this clause (d), clause (f) or clause (h) for any period ending prior to the Third Amendment Effective Date shall be counted toward such cap, (e) any non-cash adjustments and charges stemming from the application of fresh start accounting, (f) transaction expenses and integration costs incurred in connection with any acquisition or Disposition, including related to the Maersk Merger; provided that the aggregate amount of such cash expenses under this clause (f) (other than in connection with consummated acquisitions in which the acquired assets become Collateral and the Maersk Merger (which is subject to the specified limitation (on an aggregate basis) set forth in the proviso to clause (d) above)) shall not exceed (i) the limitations set forth in the proviso to clause (d) above, (ii) shall not exceed 1% of the total transaction value of the applicable acquisition or Disposition and (iii) no such expenses may be paid to any Affiliate of the Company (except to the extent such payment is in respect of (x) third party expenses required to be paid or reimbursed by the Company or any Restricted Subsidiary or (y) out-of-pocket expenses required to be paid or reimbursed pursuant to the Shared Services Agreement), (g) non-cash charges and expenses relating to employee benefit plans, management incentive plans, equity compensation plans or other stock-based compensation arrangements, (h) charges, costs or losses attributable to severance in connection with any undertaking or implementation of restructurings (including any tax restructuring), cost savings initiatives and cost rationalization programs, business optimization initiatives, systems implementation, termination or modification of material contracts, entry into new markets, strategic initiatives, expansion or relocation, consolidation of any facility, modification to any pension and post-retirement employee benefit plan, software development, new systems design, project startup, consulting, business integrity and corporate development; provided that the aggregate amount of cash charges, costs or losses under this clause (h) shall not exceed the limitation set forth in the proviso to clause (d) above and (i) Acquisition EBITDA Adjustments; minus
 (III)     the sum of: (a) any Permitted Payments to Parent made during such period solely to the extent not deducted from, or otherwise reducing the amount of, Consolidated Net Income in such period (other than in respect of (i) Tax Payments and (ii) any Permitted Payments to Parent in respect of an expense or liability that would not have been deducted from, or otherwise reduced the amount of, Consolidated Net Income in such period had the Company or any Restricted Subsidiary incurred such expense or liability directly instead of a direct or indirect parent of the Company), (b) Adjusted EBITDA attributable to Rigs that have ceased to be owned by the Company or any Restricted Subsidiary as a result of a Disposition and (c) all noncash items of income added to Consolidated Net Income.
 “ Administrative Agent ” means JPMorgan Chase Bank, N.A., acting in its capacity as administrative agent for the Lenders, and any successor administrative agent appointed hereunder pursuant to Section 10.7 .
 “ Administrative Agent’s Account ” means (a) in the case of Loans and Letters of Credit denominated in U.S. Dollars, the account of the Administrative Agent designated in writing from time to time by the Administrative Agent to the Company and the Lenders for such purpose and (b) in the case of Letters of Credit denominated in any other currency, the account of the
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 5

 Administrative Agent designated in writing from time to time by the Administrative Agent to the Company 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.
 “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
 “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under direct or indirect common Control with, such Person; provided that the term “Affiliate” shall not include any portfolio companies that are customers, clients, joint venture partners, joint ventures, suppliers or purchasers or sellers of goods or services that are owned by a direct or indirect equityholder of Noble Parent Company (but not owned directly or indirectly by Noble Parent Company or any of its Subsidiaries).
 “ Agent Parties ” has the meaning set forth in Section 11.8(b) .
 “ Agents ” means, collectively, the Administrative Agent, the Collateral Agent and the Security Trustee.
 “ Agreed Security Principles ” means:
 (a)    the Credit Documents shall not require any Person to take steps to create or perfect any Lien on Excluded Property;
 (b)    perfection through Account Control Agreements or other actions (other than to the extent not constituting an Excluded Account pursuant to clause (a) , (b) , (c) or (e) of the definition of “Excluded Accounts”, the filing of UCC-1 financing statements, or giving of notice (to the extent reasonably required in any Collateral Document, which requirement, for the avoidance of doubt, shall be subject to any other applicable Agreed Security Principle), as applicable) shall not be required with respect to any Excluded Account;
 (c)    none of the Borrowers or the Guarantors shall be required to take any actions with respect to the creation, perfection or priority of any Liens on any Collateral within or subject to the laws of the United States other than actions relating to (i) the delivery of certificated securities and certain debt instruments (including intercompany promissory notes) having a value that exceeds (x) individually, $5,000,000 or (y) in the aggregate for all Credit Parties, $15,000,000, (ii) the subordination of intercompany liabilities, (iii) the execution and delivery of, and performance under, the Guaranty and Collateral Agreement, any required short-form intellectual property Collateral Documents, any required Account Control Agreements (the terms of which shall reflect that the relevant Credit Party will have full operational control of the accounts subject thereto absent the occurrence of and continuance of a Notified Event of Default) and any other Collateral Documents governed by the laws of the U.S. or a political subdivision thereof, but not overriding the conditions in the remainder of this definition, (iv) any required
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 6

 security interest filings in the U.S. Patent and Trademark Office and the U.S. Copyright Office, (v) the filing of UCC-1 financing statements and (vi) other actions reasonably agreed between any Agent and the Company, subject to customary exceptions and thresholds;
 (d)    none of the Borrowers or the Guarantors shall be required to take any actions with respect to the creation, perfection or priority of any Liens on any Collateral that are within or subject to the laws of any jurisdiction other than (i) the Subject Jurisdictions, (ii) solely with respect to the pledge of Equity Interests in a Collateral Rig Owner, the jurisdiction of incorporation, organization or formation of such Collateral Rig Owner and (iii) solely with respect to the mortgage of each owned Rig required to be Collateral, execution of a Collateral Rig Mortgage (or similar Collateral Document) and registration thereof in the vessel or ship registry in the relevant jurisdiction of the flag under which such Rig is registered in the name of the owner of such Rig (it being understood that, in connection with a bareboat registration or a temporary re-flagging (or equivalent) of a Collateral Rig permitted by Section 7.12(a) , none of the Credit Parties or Restricted Subsidiaries shall be required to execute a Collateral Rig Mortgage (or similar Collateral Document) governed by the laws of, or file any additional mortgage registrations in, the jurisdiction of such bareboat registration or temporary re-flagging (or equivalent) (other than the filing or registration of the existing Collateral Rig Mortgage in the vessel or ship registry in the jurisdiction of such bareboat registration, if such action is required by (or advisable and permitted to be made under) the laws of such jurisdiction) so long as the Company provides a customary legal opinion of counsel in a form and substance reasonably acceptable to the Administrative Agent opining that, after giving effect to any such bareboat registration or temporary re-flagging (or equivalent), the existing Collateral Rig Mortgage on such Rig remains a legal, valid and binding obligation in full force and effect under the law of the existing flag jurisdiction in which such Collateral Rig is registered in the name of the applicable Collateral Rig Owner and enforceable according to its terms); provided that, except as set forth in the foregoing subclauses (ii) and (iii) , no Guaranty or Collateral Documents shall be required to be delivered under the laws of any jurisdiction other than the Subject Jurisdictions;
 (e)    general statutory limitations, financial assistance, fiduciary duties, corporate benefit, fraudulent preference, illegality, criminal or personal liability, “thin capitalisation” rules, “earnings stripping”, “controlled foreign corporation” rules, capital maintenance rules (and, for any relevant jurisdictions, requirements for compliance with the Shari’ah ) and analogous principles may restrict a Restricted Subsidiary from providing a Guaranty or granting Liens on its assets or may require that any Guaranty of and/or Liens securing the Secured Obligations be limited to a certain amount. To the extent that any such limitations, rules and/or principles referred to above require that the Guaranty provided and/or the security or other Liens granted by such Restricted Subsidiary be limited in amount or otherwise in order to make the provision of such Guaranty or the grant of such security or other Liens legal, valid, binding or enforceable or to avoid the relevant Restricted Subsidiary from breaching any applicable law or otherwise in order to avoid personal, civil or criminal liability of the officers or directors (or equivalent) of any Credit Party, the limit shall be no more than the minimum limit required by those limitations, rules or principles. To the extent the minimum limit can be reduced by actions or omissions on the part of any Credit Party, each Credit Party shall use commercially reasonable efforts to take such actions or not to take actions (as
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 7

 appropriate) in order to reduce the minimum limit required by those limitations, rules or principles (and, in this respect, shall have regard to any and all representations made by any Agent);
 (f)    registration of any Liens created under any Collateral Document and other legal formalities and perfection steps, if required under applicable law or regulation or where customary or consistent with market practice, will be completed by each Credit Party in the relevant Subject Jurisdiction(s) as soon as reasonably practicable in line with applicable market practice after that security is granted and, in any event, within the time periods specified in the relevant Credit Document or within the time periods specified by applicable law or regulation (to the extent that, if registration is made after the time period specified by applicable law or regulation, such Lien will not be perfected or enforceable), in order to ensure due priority, perfection and enforceability of the Liens on the Collateral required to be created by the relevant Credit Document;
 (g)    where there is material incremental cost involved in creating or perfecting liens over all assets of a particular category owned by a Credit Party in a particular jurisdiction, such Credit Party’s grant of security over, or perfection of a security interest with respect to, as applicable, such category of assets may be limited to the material assets in that category where determined appropriate by the Company and any Agent in light of the principles set forth in this definition; provided, that notwithstanding anything herein to the contrary, (i) no floating charge over personal property assets (excluding, for the avoidance of doubt, any Rig) that have an aggregate fair market value (as determined in good faith by the Company) of less than $125,000,000 (or such greater amount as may be agreed to by the Administrative Agent in its sole discretion) owned by any Credit Party that is incorporated in Denmark shall be required if the creation and registration of such floating charge in accordance with the applicable laws of Denmark would require such Credit Party to pay a registration fee or stamp tax imposed under the applicable laws of Denmark in connection with such registration and (ii) from and after the Noble Offshore Contribution, no floating charge over personal property assets (excluding, for the avoidance of doubt, any Rig and any pledged Equity Interests) under the laws of any non-U.S. jurisdiction shall be required to be created, registered or maintained over assets that have an individual fair market value (as determined in good faith by the Company) of less than $10,000,000 (or such greater amount as may be agreed to by the Administrative Agent in its sole discretion); provided that, the aggregate amount of personal property assets (excluding, for the avoidance of doubt, any Rig and any pledged Equity Interests) under the laws of any non-U.S. jurisdiction that are not so subject to a floating charge under this clause (ii) shall not exceed $200,000,000;
 (h)    no Lien granted on motor vehicles and other assets (other than any owned Rigs required to be mortgaged as Collateral) subject to certificates of title shall be required to be perfected (other than to the extent such rights can be perfected by filing a UCC-1 financing statement);
 (i)    the Restricted Subsidiaries shall pledge, or cause to be pledged, 100% of the Equity Interests of each Restricted Subsidiary that is or becomes a Credit Party; provided that
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 8

 the Equity Interests of any Discretionary Guarantor shall only be required to be pledged if such Equity Interests are owned by another Credit Party and not otherwise excluded from the Collateral pursuant to the Agreed Security Principles. Each Collateral Document in respect of security over Equity Interests in any Subsidiary Credit Party will be governed by the laws of the country (or state thereof) in which such entity is incorporated, organized or formed; provided that each Collateral Document in respect of Liens on Equity Interests in (x) any U.S. Credit Party will be governed by the laws of the State of New York, (y) any Required Guarantor (other than a Collateral Rig Owner) that is not incorporated, organized or formed in a Subject Jurisdiction or any Discretionary Guarantor may be governed by the laws of the State of New York or the laws of a relevant non-U.S. Subject Jurisdiction and (z) any Collateral Rig Owner will be governed by the laws of the country (or State thereof) in which such entity is incorporated, organized or formed or, subject to (1) the reasonable discretion of the Administrative Agent and (2) Administrative Agent’s receipt of a reasonably acceptable legal opinion of counsel to the Company, by the laws of the State of New York. No Credit Party or Restricted Subsidiary shall be required to provide any security or take any perfection step in respect of any Equity Interests held in any direct Restricted Subsidiary of any Credit Party (other than a Collateral Rig Owner) incorporated, organized or formed outside a Subject Jurisdiction or any entity which is not a Subsidiary Credit Party or a direct Material Subsidiary of a Credit Party, unless such security can be granted under a customary composite “all asset” security document under the laws of a Subject Jurisdiction; it being understood and agreed that absent a Notified Event of Default that is continuing, there shall be no requirement (and no Agent or other Secured Party shall request) that any local law perfection steps (or Collateral Documents) with respect to Equity Interests (other than in respect of a Collateral Rig Owner, as provided in clause (d)(ii) above) be taken in any jurisdiction other than a Subject Jurisdiction (other than the preparation and delivery of local law governed share certificates and customary local law stock transfer powers (or equivalent transfer powers) in respect of pledged Equity Interests in any Subsidiary Credit Party or any direct Material Subsidiary of a Credit Party);
 (j)    prior to the Noble Offshore Contribution, information, such as lists of assets, if required by applicable law or market practice to be provided in order to create or perfect any security under a Collateral Document will be specified in that Collateral Document and all such information shall be provided by the relevant Credit Party at intervals no more frequent than annually (unless it is market practice to provide such information more frequently in order to perfect or protect such security under that Collateral Document); provided that the frequency of any such delivery of information and materiality thresholds with respect thereto shall be in line with the customary market practice in the applicable jurisdiction or, so long as an Event of Default is continuing, following the Administrative Agent’s or other applicable Agent’s request;
 (k)    unless an Event of Default exists, no registration of the Liens on intellectual property constituting Collateral shall be required other than in the relevant U.S. federal registries, as applicable;
 (l)    no Credit Party shall be required to give notice of any Liens on any of its book debts or accounts receivable to the relevant debtors unless (i) a Notified Event of Default
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 9

 has occurred and is continuing or (ii) such notice is required pursuant to the laws of the relevant Subject Jurisdiction to perfect the applicable Agent’s security interest in such book debts or accounts receivable that relate to any Collateral Rig (for the avoidance of doubt, subject to any other applicable Agreed Security Principle);
 (m)    each Credit Party shall use commercially reasonable efforts to create and perfect first ranking floating charges and general business charges over its assets that are required to constitute Collateral, which floating charges and general business charges shall in each case be in the form and to the extent consistent with market practice in the relevant Subject Jurisdiction;
 (n)    the Collateral Documents shall be limited to those documents agreed among counsel for the Borrowers and for the Administrative Agent, which documentation shall in each case be (i) in form and substance consistent with the principles set forth in this definition, (ii) customary for the form of Collateral and (iii) as mutually agreed between the Administrative Agent (or other applicable Agent) and the Borrowers;
 (o)    (i) no documentation with respect to the creation or perfection of Liens shall be required for spare part equipment other than as would be customarily provided for in a mortgage over the applicable owned Rig required to be Collateral (if applicable), except to the extent (i) such security can be granted under a customary composite “all asset” security document under the laws of a Subject Jurisdiction or (ii) with respect to any such assets located in a particular jurisdiction that are reasonably capable of becoming Collateral, the fair market value (as determined in good faith by the Company) of such assets located in such jurisdiction exceeds an aggregate amount equal to $5,000,000; provided that, from and after the Noble Offshore Contribution, no documentation or other action with respect to the creation or perfection of Liens shall be required for personal property (other than Rigs and pledged Equity Interests) in any non-U.S. jurisdiction, except to the extent such security can be granted under a customary composite “all asset” security document under the laws of a Subject Jurisdiction and perfected with customary filings without the need for schedules or lists of assets to create or perfect any security under a Collateral Document;
 (p)    no Credit Party shall be required to grant or perfect a security interest in intellectual property other than intellectual property registered with the United States Patent and Trademark Office or the United States Copyright Office material to the operations of the Credit Parties, taken as a whole;
 (q)    no Lien searches shall be required other than customary searches (i) in the United States, (ii) in any other Subject Jurisdiction, (iii) in any jurisdiction in which a Subsidiary Pledgor that owns Equity Interests in a Credit Party organized in a Subject Jurisdiction is organized (but, in the case of clauses (i) and (ii), only to the extent (A) the concept of “lien” searches exists therein, (B) such requirement would be customary or consistent with market practice in such jurisdiction and (C) such searches can be obtained at commercially reasonable costs) or (iv) with respect to owned Rigs (which shall be customary registry searches); and
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 10

 (r)    notwithstanding anything herein or in any other Credit Document to the contrary, from and after the Noble Offshore Contribution no Credit Party shall be required to execute or deliver any Account Control Agreement with respect to any Deposit Account, Securities Account, Commodity Account or other bank account unless and until the Consolidated Total Net Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Company (for which financial statements have been (or were required to have been) delivered pursuant to Section 6.6(a)) is greater than 2.50 to 1.00; provided that, upon the Consolidated Total Net Leverage Ratio exceeding 2.50 to 1.00, the Credit Parties shall have sixty (60) days after the delivery of the financial statements pursuant to Section 6.6(a) (or such later date as may be agreed to by the Administrative Agent in its sole discretion) to execute and deliver any required Account Control Agreements; provided , further , that, for the avoidance of doubt, all Account Control Agreements in effect immediately prior to the Noble Offshore Contribution shall remain in full force and effect in accordance with their terms.
 “ Agreement ” means this Amended and Restated Senior Secured Revolving Credit Agreement.
 “ Ancillary Document ” has the meaning set forth in Section 11.9 .
 “ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering.
 “ Applicable Margin ” means, for any day with respect to any Base Rate Loan or Term Benchmark Loan, as the case may be, (a) on and after the Effective Date but prior to the date that the first Compliance Certificate is delivered to the Administrative Agent pursuant to Section 6.6(b) , (i) in the case of any Base Rate Loan, 1.75% per annum and (ii) in the case of any Term Benchmark Loan, 2.75% per annum and (b) on and after the date that the first Compliance Certificate is delivered to the Administrative Agent pursuant to Section 6.6(b) , the applicable rate per annum set forth in the grid below based upon the Consolidated Total Net Leverage Ratio then in effect as set forth in the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 6.6(b) .

 Level I Level II Level III Level IV Level V
 Consolidated Total Net Leverage Ratio <1.00:1.00 > 1.00:1.00 <1.50:1.00
 > 1.50:1.00 <2.00:1.00
 > 2.00:1.00 <2.50:1.00
 ≥2.50:1.00
 Term Benchmark Loans 2.75% 3.00% 3.25% 3.50% 3.75%
 Base Rate Loans 1.75% 2.00% 2.25% 2.50% 2.75%

Each change in the applicable rate per annum set forth in the grid above shall be effective as of the third Business Day following the delivery of the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 6.6(b) and shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 11

 If, as a result of any restatement of or other adjustment to the financial statements delivered pursuant to Section 6.6(a) or for any other reason, the Company or the Required Lenders determine that (a) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (b) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in a higher Applicable Margin with respect to any Loan for such period, the Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on written demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Credit Party under the Bankruptcy Code, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period (determined after taking into account any corresponding reduction in the amount of interest and fees for such period), if any, over the amount of interest and fees actually paid for such period.
 “ Applicable Parties ” has the meaning assigned to such term in Section 11.8(c).
 “ Application ” has the meaning set forth in Section 2.12(b)(i) .
 “ Approved Appraiser ” means any of the appraisal firms identified on Schedule 6.2 , or such other independent appraisal firm nominated by the Company and reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed).
 “ Approved Borrower Portal ” has the meaning assigned to such term in Section 11.8(c).
 “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender; “ Fund ” as used above means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
 “ Arrangers ” means, collectively, JPMorgan Chase Bank, N.A., Barclays Bank PLC, DNB Carnegie, Inc., HSBC Securities (USA) Inc., Wells Fargo Securities, LLC, Citibank, N.A. and Banco Santander, New York Branch, acting in their capacities as joint lead arrangers and joint bookrunners; provided that no Arranger shall have any duties, responsibilities, or obligations hereunder in such capacity.
 “ Asset Sale ” means the Disposition by the Company or any Restricted Subsidiary of any asset, including any Equity Interest owned by any such Person; provided that none of the following shall be an “Asset Sale”:
 (a)    Dispositions of equipment and other personal property and fixtures that are either (i) obsolete, worn-out or no longer used or useable for their intended purposes and Disposed of in the ordinary course of business or (ii) replaced by equipment, personal property or fixtures of comparable suitability within 270 days of such Disposition, including but not limited to the Disposition of any boilers, engines, machinery, masts, spars, anchors, cables,
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 12

 chains, rigging, tackle, capstans, outfit, tools, pumps, pumping equipment, apparel, furniture, fittings, equipment, spare parts or any other appurtenances of any Rig that are no longer useful, necessary, profitable or advantageous in the operation of such Rig, replaced by new boilers, engines, machinery, masts, spars, anchors, cables, chains, rigging, tackle, capstans, outfit, tools, pumps, pumping equipment, apparel, furniture, fittings, equipment, spare parts or any appurtenances of comparable suitability;
 (b)    Dispositions of inventory that is sold in the ordinary course of business;
 (c)    Dispositions (other than, for purposes of this clause (c) , any Disposition to an Ineligible LCE) between or among the Company and Restricted Subsidiaries;
 (d)    Restricted Payments permitted by Section 7.5 and Investments not prohibited by Section 7.5 , in each case, constituting Dispositions;
 (e)    the demise, bareboat, time, voyage, other charter, lease or right to use of any Rig in the ordinary course of business;
 (f)    (i) sales or grants of licenses or sublicenses of (or other grants of rights to use or exploit) intellectual property rights (x) existing as of the Effective Date, or (y) between or among the Company and its Restricted Subsidiaries or between or among any of the Restricted Subsidiaries or (ii) non-exclusive licenses or sublicenses of (or other non-exclusive grants of rights to use or exploit) intellectual property rights entered into in the ordinary course of business and not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Company and its Restricted Subsidiaries;
 (g)    the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable and similar obligations arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing transaction);
 (h)    Dispositions of cash and Cash Equivalents;
 (i)    any issuance of Equity Interests of any Restricted Subsidiary to any Credit Party or any other Restricted Subsidiary; provided that in the case of such an issuance by a non-wholly-owned Restricted Subsidiary, such issuance may also be made to any other owner of Equity Interests of such non-wholly-owned Restricted Subsidiary based on such owner’s relative ownership interests (or lesser share) of the relevant class of Equity Interests;
 (j)    the creation of any Permitted Lien;
 (k)    Dispositions of property (i) subject to casualty or condemnation proceedings (or similar events) or (ii) as a result of any Event of Loss or the occurrence of any event referred to in clause (b) of the definition of “Event of Loss” which would, with the passage of time, constitute an Event of Loss;
 (l)    any Asset Swap;
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 13

 (m)    abandoning, failing to maintain, allowing to lapse or otherwise Disposing of intellectual property rights that are not material to the conduct of the business of the Company and the Restricted Subsidiaries;
 (n)    any issuance of, or other Disposition of, Equity Interests of any Unrestricted Subsidiary;
 (o)    leases and subleases of real or personal property in the ordinary course of business and not interfering in any material respect with the business of the Company and its Restricted Subsidiaries, taken as a whole;
 (p)    any sale and transfer of ownership of any Specified Rig together with the equipment associated with such Specified Rig, to an Ineligible LCE in order to comply with local jurisdictional requirements or customs in connection with the applicable jurisdiction in relation to a charter party agreement, drilling contract or any demise, bareboat, time, voyage, other charter, lease or other right to use of such Specified Rig (any of the foregoing, a “ Relevant Specified Rig Contract ”); provided that: (i) no Default or Event of Default exists at the time of such sale or would result therefrom; (ii) immediately after giving pro forma effect to such sale and transfer of ownership, (A) the Collateral Coverage Ratio is greater than or equal to 2.00 to 1.00 and (B) the Additional Collateral Rig Test is satisfied; (iii) the Company or a Restricted Subsidiary directly or indirectly owns at least 50% of the Equity Interests in, or Controls, such Ineligible LCE; (iv) the Company or a Restricted Subsidiary directly owns 100% of the Equity Interests of the Restricted Subsidiary that directly owns any Equity Interests of such Ineligible LCE (such Restricted Subsidiary that is the direct owner of any Equity Interests in an Ineligible LCE, an “ Ineligible LCE Noble Owner ”); (v) the applicable Ineligible LCE Noble Owner is or becomes a Guarantor (or, if such Ineligible LCE Noble Owner is an Excluded Subsidiary pursuant to clause (a) of the definition thereof, its direct parent or next parent entity up the chain of ownership of such Ineligible LCE Noble Owner that is not such an Excluded Subsidiary is or becomes a Guarantor); (vi) 100% of the Equity Interests of the applicable Ineligible LCE Noble Owner are pledged by the Company or the applicable Restricted Subsidiary pursuant to the Guaranty and Collateral Agreement or other applicable Collateral Document (or, if such pledge would be prohibited by applicable law or any contractual restriction, then 100% of the Equity Interests of its direct parent or next parent entity up the chain of ownership of such Ineligible LCE Noble Owner that is not so prohibited from being pledged shall be pledged by the Company or applicable Restricted Subsidiary pursuant to the Guaranty and Collateral Agreement or other applicable Collateral Document); (vii) for so long as such Specified Rig is owned by an Ineligible LCE pursuant to this clause (p) , to the extent the applicable Ineligible LCE Noble Owner is not a Guarantor and/or does not have its Equity Interests pledged pursuant to subclauses (v) and (vi) above, then such Ineligible LCE Noble Owner (A) shall be prohibited from incurring any Indebtedness for borrowed money or providing a Guaranty of any Indebtedness for borrowed money (other than any permitted intercompany Indebtedness owed to the Company or another Restricted Subsidiary, which intercompany debt shall be represented by a promissory note or similar instrument that shall constitute Collateral pledged by the Company or such Restricted Subsidiary, as applicable) and (B) shall not have any material assets, liabilities or operations other than (x) ownership of the Equity Interests of the applicable Ineligible LCE,
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 14

 direct or indirect ownership of the Equity Interests of any of its other Subsidiaries, and assets, liabilities and activities incidental to the foregoing, (y) intercompany transactions not otherwise prohibited hereunder and (z) Secured Obligations (if any); (viii) the consideration payable for the sale of such Specified Rig and related equipment to the applicable Ineligible LCE shall be represented by a promissory note or similar instrument issued by such Ineligible LCE to the Guarantor selling such Specified Rig (any such promissory note or similar instrument, a “ Specified Rig Intercompany Note ”), which shall (A) be for an initial principal amount not less than the fair market value of such Specified Rig at the time of such sale, (B) constitute Collateral pledged by such Guarantor (which entity shall continue to be a Guarantor for so long as such Specified Rig is owned by an Ineligible LCE pursuant to this clause (p) and such Specified Rig Intercompany Note remains outstanding), (C) be payable by such Ineligible LCE on demand, (D) to the extent permitted by applicable law, provide that the debt evidenced thereby accrues interest at a rate of 15% per annum (or such lower interest rate reflecting the maximum interest rate permitted by applicable law) to be periodically paid in kind and capitalized as additional principal evidenced thereby and (E) promptly be secured by a first preferred ship mortgage (or similar instrument or deed) over such Specified Rig (a “ Specified Rig Intercompany Mortgage ”), duly registered or filed and recorded in the vessel or ship registry appropriate for such Specified Rig in favor of such Guarantor (or a security trustee or similar representative for the benefit of such Guarantor) (it being understood that (x) such Specified Rig Intercompany Mortgage shall be entered into and registered or filed and recorded as promptly as practicable after the transfer of ownership of such Specified Rig to such Ineligible LCE and (y) the obligations represented by any Specified Rig Intercompany Note and secured by any Specified Rig Intercompany Mortgage shall be limited to the principal amount of such Specified Rig Intercompany Note (excluding, for the avoidance of doubt, additional principal amounts and any interest amounts referred to in subclause (D) of this clause (viii) )); (ix) such Ineligible LCE shall not have any other Indebtedness for borrowed money, other than Indebtedness owed by such Ineligible LCE to the Company or a Restricted Subsidiary (to the extent constituting an Investment not prohibited by this Agreement), which intercompany Indebtedness shall be represented by a promissory note or similar instrument that shall constitute Collateral pledged by the Company or such Restricted Subsidiary, as applicable; and (x) for so long as such Specified Rig is owned by an Ineligible LCE pursuant to this clause (p) , the related Specified Rig Intercompany Note and Specified Rig Intercompany Mortgage shall not be amended, modified or waived in any manner adverse to the interests of the Lenders without the consent of the Required Lenders; provided , further , that, in the event that the Relevant Specified Rig Contract has expired or terminated and such Specified Rig is not subject to, or scheduled to become subject to another Relevant Specified Rig Contract within the next 270 days (or such later date as may be approved by the Administrative Agent), such Specified Rig shall be promptly sold or otherwise transferred to a Guarantor, which Guarantor shall promptly (but in any event within the applicable timeframe set forth in Section 6.12(b) ) cause such Specified Rig to become a Collateral Rig in accordance with Section 6.12(b) ;
 (q)    the Disposition of Equity Interests in a Subsidiary that becomes a Local Content Entity as a result of such Disposition to one or more Persons referred to in clause (b) of the definition of “Local Content Entity”;
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 15

 (r)    any other Dispositions of assets (in each case, other than Collateral Rigs or Equity Interests of (i) any Collateral Rig Owner, (ii) any Ineligible LCE to whom a Rig has been transferred pursuant to clause (p) above or (iii) any Ineligible LCE Noble Owner of Equity Interests in an Ineligible LCE to whom a Rig has been transferred pursuant to clause (p) above); provided that the aggregate fair market value of any assets Disposed of in reliance on this clause (r) shall not exceed $15,000,000 in the aggregate since the Third Amendment Effective Date; and
 (s)    any sale or transfer of ownership of any Specified 2025 Asset Sale Assets, provided that , (i) immediately after giving pro forma effect to such sale or transfer, the Collateral Coverage Ratio shall be equal to or greater than 2.00 to 1.00 and (ii) as of the date on which the definitive agreement for such sale or transfer is entered into, no Default or Event of Default shall have occurred and be continuing or would result therefrom.
 “ Asset Sale Prepayment Trigger Event ” has the meaning set forth in Section 2.10(c) .

 “ Asset Swap ” means any transaction or series of related transactions pursuant to which one or more Credit Parties or Restricted Subsidiaries shall exchange, with a Person that is not an Affiliate, one or more Related Business Assets owned by them for one or more Related Business Assets owned by such Person; provided that (a) the Acquired Asset Value is greater than or equal to the greater of (i) 90% of the total value of the asset(s) given in exchange by such Credit Party or Restricted Subsidiary (which value shall be, (A) in the case of a Rig, as reflected in the most recent third party appraisal delivered by the Company to the Administrative Agent as the fair market value of such Rig (which appraised value shall include the value of net cash flows through any then-existing contracted backlog) and (B) in the case of any other asset so given in exchange, the fair market value thereof as determined in good faith by the Company) and (ii) the Acquired Asset Value that would result in a Collateral Coverage Ratio of greater than or equal to 2.00 to 1.00 immediately after giving pro forma effect thereto (assuming for such purpose that any such acquired Related Business Assets constitute Collateral to the extent required by the Collateral and Guaranty Requirements) and (b) the assets, including Equity Interests, acquired pursuant to such transaction(s) (or acquired with the Net Cash Proceeds received therefor pursuant to such transaction) will become Collateral to the extent required by the Collateral and Guaranty Requirements (within the applicable time periods thereafter as set forth in Sections 6.12 and 6.13 ).
 “ Assignment Agreement ” means an agreement in substantially the form of Exhibit 11.11 whereby a Lender conveys part or all of its Commitment, Loans and participations in Letters of Credit to another Person that is, or thereupon becomes, a Lender, or increases its Commitments, outstanding Loans and outstanding participations in Letters of Credit, pursuant to Section 11.11 .
 “ Assumed Acquisition Indebtedness ” has the meaning set forth in Section 7.3(e) .
 “ Australian Dollars ” means the lawful currency of Australia.
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 16

 “ Availability ” means, as of any date of determination, an amount equal to the positive difference, if any, between (a) the Revolving Credit Commitment Amount in effect as of such date and (b) the aggregate amount of Loans and Letters of Credit outstanding as of such date.
 “ Available Cash ” means, as of any date of determination, the aggregate of all unrestricted cash (excluding, for the avoidance of doubt, Cash Collateral) and Cash Equivalents held on the balance sheet of, or controlled by, or held for the benefit of, the Company or any of its Restricted Subsidiaries other than the following amounts (without duplication): (a) any cash set aside to pay in the ordinary course of business amounts then due and owing by the Company or any Restricted Subsidiary to unaffiliated third parties and for which the Company or any Restricted Subsidiary has issued checks (or similar instruments) or has initiated wires or ACH transfers in order to pay such amounts; (b) any cash of the Company or any such Restricted Subsidiary constituting purchase price deposits or other contractual or legal requirements to deposit money held by or for the benefit of an unaffiliated third party; (c) deposits of cash or Cash Equivalents from unaffiliated third parties that are subject to return pursuant to binding agreements with such third parties; (d) cash and Cash Equivalents in deposit or securities accounts or other bank accounts that are designated solely as accounts for, and are used solely for, payroll funding, employee compensation, employee benefits or taxes, in each case in the ordinary course of business; (e) petty cash; (f) any cash or Cash Equivalents held in Excluded Accounts; and (g) cash and Cash Equivalents of any joint venture. The amount of Available Cash (and any amount required to be included or excluded in the calculation thereof) as of any date shall be such amount as reasonably determined or reasonably estimated by the Company in good faith in accordance with the immediately preceding sentence.
 “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is removed from the definition of “Interest Period” pursuant to Section 9.2(e) .
 “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of any Affected Financial Institution.
 “ Bail-In Legislation ” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings).
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 17

 “ Bank Levy ” means any amount payable by any Lender, Issuing Bank or Agent or any of their respective Affiliates on the basis of or in relation to its balance sheet or capital base or any part of it or its liabilities or minimum regulatory capital or any combination thereof (including the UK bank levy as set out in the Finance Act 2011 of the United Kingdom and/or any equivalent levy imposed under the laws of a jurisdiction other than the United Kingdom).
 “ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.
 “ Base Rate ” means for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Term SOFR Rate for a one (1) month Interest Period as published two (2) U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition, the Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 am Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Term SOFR Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 9.2 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 9.2(b) ), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.
 “ Base Rate Loan ” means a Revolving Loan bearing interest prior to maturity at the rate specified in Section 2.6(a) .
 “ Benchmark ” means, initially, the Term SOFR Rate; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the Term SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to Section 9.2(b) .
 “ Benchmark Replacement ” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

 (a)    the Daily Simple SOFR;
 (b)    the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 18

 by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (ii) the related Benchmark Replacement Adjustment.
 If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents.
 “ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Company for the applicable Corresponding Tenor giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.
 “ Benchmark Replacement Conforming Changes ” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of Borrowing Requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent (in consultation with the Company) decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent (in consultation with the Company) decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent (in consultation with the Company) decides is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).
 “ Benchmark Replacement Date ” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:
 (a)    in the case of clause (a) or clause (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 19

 published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
 (b)    in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
 For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
 “ Benchmark Transition Event ” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:
 (a)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
 (b)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component), in each case, or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
 (c)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 20

 component thereof) are no longer, or as of a specified future date will no longer be, representative.
 For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
 “ Benchmark Unavailability Period ” means, with respect to any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clause (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 9.2 and (b) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 9.2 .
 “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.
 “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.
 “ BHC Act Affiliate ” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
 “ Bilateral L/C Issuer ” has the meaning set forth in the definition of “Bilateral Letter of Credit”.
 “ Bilateral Letter of Credit ” means any standby letter of credit issued by a Lender or an Affiliate of a Lender (such issuer, the “ Bilateral L/C Issuer ”) for the account of the Company or any Restricted Subsidiary thereof pursuant to a bilateral letter of credit facility (other than, for the avoidance of doubt, this Agreement) by and between the applicable Bilateral L/C Issuer and the Company or any Restricted Subsidiary thereof that is permitted under Section 7.3 . For the avoidance of doubt, Bilateral Letters of Credit shall not constitute Letters of Credit hereunder.
 “ Blocking Regulation ” has the meaning set forth in Section 5.7 .
 “ Borrower ” means the Company and each Designated Borrower, and “ Borrowers ” means, collectively, the Company and the Designated Borrowers.
 “ Borrower DTTP Filing ” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which:
 (a)    where it relates to a Treaty Lender whose scheme reference number and jurisdiction of tax residence is stated opposite that Lender’s or Issuing Bank’s name on Schedule 1.1(c) hereto (in the case of a Treaty Lender that becomes a party to this Agreement on the Effective Date), is filed with HM Revenue & Customs within thirty (30) days of the date of this Agreement; or
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 21

 (b)    where it relates to a Treaty Lender not listed on Schedule 1.1(c) whose scheme reference number and jurisdiction of tax residence is listed in any applicable Assignment Agreements or other instrument pursuant to which such Lender or Issuing Bank becomes a party hereto (in the case of a Treaty Lender that becomes a party to this Agreement after the Effective Date), is filed with HM Revenue & Customs within thirty (30) days of that date.
 “ Borrowing ” means Revolving Loans of the same Type made, converted or continued on the same date and, in respect of Term Benchmark Loans, having a single Interest Period. A Borrowing is “advanced” on the day the Lenders advance their respective Revolving Loans comprising such Borrowing to a Borrower, is “continued” (in the case of Term Benchmark Loans) on the date a new Interest Period commences for such Borrowing, and is “converted” (in the case of Term Benchmark Loans or Base Rate Loans) when such Borrowing is changed from one Type of Revolving Loan to the other, all as requested by the applicable Borrower pursuant to Section 2.3 .
 “ Borrowing Multiple ” means, for any Loan, $100,000.
 “ Borrowing Request ” means a request for an advance, a continuation, or a conversion of a Borrowing pursuant to Section 2.3(a) or Section 2.3(b) , as applicable, which shall be substantially in the form of Exhibit 2.3 or otherwise include the information requested in such form.
 “ Brazilian Real ” means the lawful currency of Brazil.
 “ Business Day ” means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that in addition to the foregoing, a Business Day shall be, in relation to Loans referencing the Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Term SOFR Rate or any other dealings of such Loans referencing the Term SOFR Rate, any such day that is only a U.S. Government Securities Business Day.
 “ Calculation Date ” means, (a) with respect to any Letter of Credit denominated in a currency other than Dollars, each of the following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month, (iii) the date of any amendment of such Letter of Credit that has the effect of increasing the face amount thereof and (iv) each date of any payment by the applicable Issuing Bank under any such Letter of Credit denominated in a currency other than Dollars; and (b) any additional date as the Administrative Agent may determine at any time when an Event of Default exists.
 “ Canadian Dollars ” means the lawful currency of Canada.
 “ 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. Notwithstanding anything to the contrary in this Agreement (including Section 11.21 ) or any other Credit Document, for purposes of calculating Capitalized Lease Obligations pursuant
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 22

 to the terms of this Agreement or any other Credit Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the United States as in effect on December 31, 2018 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States as in effect on December 31, 2018, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.
 “ Cash Collateral ” means all cash and Cash Equivalents (a) of any Borrower or (b) which has been provided by any Defaulting Lender, upon which any Agent is granted a Lien for the benefit of the Lenders, the Issuing Banks and the Agents, under the terms of Section 2.15 or Section 8.4 . “ Cash Collateralized ” and “ Cash Collateralization ” have meanings correlative thereto.
 “ Cash Equivalents ” means (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than twelve (12) months from the date of acquisition, (b) time deposits and certificates of deposits maturing within one year from the date of acquisition thereof or repurchase agreements with any Lender or any other financial institution whose short-term unsecured debt rating is A or above as obtained from either S&P or Moody’s, (c) commercial paper or Eurocommercial paper with a rating of at least A-1 by S&P or at least P-1 by Moody’s, with maturities of not more than twelve (12) months from the date of acquisition, (d) repurchase obligations entered into with any Lender, or any other Person whose short-term senior unsecured debt rating from S&P is at least A-1 or from Moody’s is at least P-1, which are secured by a fully perfected security interest in any obligation of the type described in clause (a) above and has a market value of the time such repurchase is entered into of not less than 100% of the repurchase obligation of such Lender or such other Person thereunder, (e) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within twelve (12) months from the date of acquisition thereof or providing for the resetting of the interest rate applicable thereto not less often than annually and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s and (f) money market funds which have at least $1,000,000,000 in assets and which invest primarily in securities of the types described in clauses (a) through (e) above.
 “ Cash Interest Expense ” means, with respect to any Test Period, an amount equal to the Interest Expense (including Commitment Fees) of the Company and its Restricted Subsidiaries paid in cash during such Test Period, calculated on a consolidated basis for such period, in each case, after giving effect to any net payments, if any, made or received during such Test Period by the Company and its Restricted Subsidiaries with respect to interest rate Swap Agreements.
 “ Change in Law ” means the occurrence, on or after the date hereof (or, if later, on or after the date any Agent or any Lender becomes an Agent or a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority;
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 23

 provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
 “ Change of Control ” means the occurrence of any event or series of events by which either: (a) any “person” (as such term is used in the Exchange Act) or related persons constituting a “group” (as such term is used in the Exchange Act) (other than any Effective Date Owner Entity) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Equity Interests of Noble Parent Company (or other securities convertible into such Equity Interests) representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Noble Parent Company, except as a result of a Redomestication; or (b) Noble Parent Company shall cease to own, directly or indirectly, all of the outstanding Equity Interests (except for directors’ qualifying shares) of the Company, except as a result of a Redomestication.
 “ CME Term SOFR Administrator ” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).
 “ Code ” means the Internal Revenue Code of 1986, as amended.
 “ Collateral ” means (a) the Collateral Rigs, (b) the Parent Pledged Equity, (c) the Subsidiary Credit Party Pledged Equity and (d) all other property and interests in property, including cash and Cash Equivalents, and proceeds thereof now owned or hereafter acquired by any Credit Party upon which a Lien is granted or purported to be granted under any Collateral Document to secure the Obligations. For the avoidance of doubt, “Collateral” shall in no event include any Excluded Property.
 “ Collateral Account ” has the meaning set forth in Section 8.4(b) .
 “ Collateral Agent ” means JPMorgan Chase Bank, N.A., acting in its capacity as collateral agent for the Secured Parties, and any successor collateral agent appointed hereunder pursuant to Section 10.7 .
 “ Collateral and Guaranty Requirements ” means the requirements set forth in Section 6.12 .
 “ Collateral Coverage Ratio ” means, as of any date of determination, the ratio of (a) the aggregate amount of the Rig Value of all of the Collateral Rigs as of such date to (b) the Revolving Credit Commitment Amount in effect as of such date.
     [Amended and Restated Senior Secured Revolving Credit Agreement]
 24

 “…