Noble Corp plc

EX-4.1 · noble-indenturejune2026ex.htm

EX-4.1
 2
 noble-indenturejune2026ex.htm
 EX-4.1

 NOBLE FINANCE II LLC

6.250% SENIOR NOTES DUE 2034

INDENTURE

DATED AS OF JUNE 11, 2026

HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee

         

 TABLE OF CONTENTS
 Page
 Section 1.1.      Definitions     1
 Section 1.2.      Other Definitions     33
 Section 1.3.      Rules of Construction     34
 Section 1.4.      Limited Condition Transaction.     35
 Section 1.5.      Certain Compliance Determinations     36
 ARTICLE II
THE NOTES
 Section 2.1.      Form and Dating     36
 Section 2.2.      Execution and Authentication     37
 Section 2.3.      Registrar; Paying Agent     37
 Section 2.4.      Paying Agent to Hold Money in Trust     38
 Section 2.5.      Holder Lists     38
 Section 2.6.      Book-Entry Provisions for Global Notes     38
 Section 2.7.      Replacement Notes     40
 Section 2.8.      Outstanding Notes     41
 Section 2.9.      Treasury Notes     41
 Section 2.10.      Reserved     41
 Section 2.11.      Cancellation     41
 Section 2.12.      Defaulted Interest     41
 Section 2.13.      Computation of Interest     42
 Section 2.14.      CUSIP Number     42
 Section 2.15.      Special Transfer Provisions     42
 Section 2.16.      Issuance of Additional Notes     44
 Section 2.17.      Additional Amounts     44
 ARTICLE III
REDEMPTION AND PREPAYMENT
 Section 3.1.      Notices to Trustee     46
 Section 3.2.      Selection of Notes to Be Redeemed     46
 Section 3.3.      Notice of Optional Redemption     47
 Section 3.4.      Effect of Notice of Redemption     48
 Section 3.5.      Deposit of Redemption Price     48
 Section 3.6.      Notes Redeemed in Part     48
 Section 3.7.      Optional Redemption     48
 Section 3.8.      Optional Tax Redemption     49
 Section 3.9.      Certain Tender Offers     50
 ARTICLE IV
COVENANTS
 Section 4.1.      Payment of Notes     50
 Section 4.2.      Maintenance of Office or Agency     51
 Section 4.3.      Provision of Financial Information     51
 Section 4.4.      Compliance Certificate     53
 Section 4.5.      Taxes     53
 Section 4.6.      Stay, Extension and Usury Laws     53
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 Section 4.7.      Limitation on Restricted Payments     53
 Section 4.8.      Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries     56
 Section 4.9.      Limitation on Additional Indebtedness     58
 Section 4.10.      Limitation on Asset Sales     62
 Section 4.11.      Limitation on Transactions with Affiliates     65
 Section 4.12.      Limitation on Liens     67
 Section 4.13.      Offer to Purchase upon Change of Control Triggering Event     68
 Section 4.14.      Corporate Existence     69
 Section 4.15.      Additional Guarantees     70
 Section 4.16.      Limitation on Designation of Unrestricted Subsidiaries     70
 Section 4.17.      Effectiveness of Covenants     71
 Section 4.18.      Maintenance of Listing     72
 ARTICLE V
SUCCESSORS
 Section 5.1.      Consolidation, Merger, Conveyance, Transfer or Lease     72
 ARTICLE VI
DEFAULTS AND REMEDIES
 Section 6.1.      Events of Default     74
 Section 6.2.      Acceleration     75
 Section 6.3.      Other Remedies     76
 Section 6.4.      Waiver of Past Defaults     76
 Section 6.5.      Control by Majority     76
 Section 6.6.      Limitation on Suits     76
 Section 6.7.      Rights of Holders of Notes to Receive Payment     77
 Section 6.8.      Collection Suit by Trustee     77
 Section 6.9.      Trustee May File Proofs of Claim     77
 Section 6.10.      Priorities     78
 Section 6.11.      Undertaking for Costs     78
 Section 6.12.      Noteholder Direction     78
 ARTICLE VII
TRUSTEE
 Section 7.1.      Duties of Trustee     79
 Section 7.2.      Rights of Trustee     80
 Section 7.3.      Individual Rights of the Trustee     82
 Section 7.4.      Trustee’s Disclaimer     82
 Section 7.5.      Notice of Defaults     82
 Section 7.6.      Compensation and Indemnity     82
 Section 7.7.      Replacement of Trustee     83
 Section 7.8.      Successor Trustee by Merger, Etc     84
 Section 7.9.      Eligibility; Disqualification     84
 Section 7.10.      Sanctions     84

 ARTICLE VIII
DEFEASANCE; DISCHARGE OF THIS INDENTURE
 Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance     84
 Section 8.2.      Legal Defeasance     84
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 Section 8.3.      Covenant Defeasance     85
 Section 8.4.      Conditions to Legal or Covenant Defeasance     85
 Section 8.5.      Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions     86
 Section 8.6.      Repayment to Issuer     86
 Section 8.7.      Reinstatement     87
 Section 8.8.      Discharge     87
 ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER
 Section 9.1.      Without Consent of Holders of the Notes     88
 Section 9.2.      With Consent of Holders of Notes     89
 Section 9.3.      Revocation and Effect of Consents     90
 Section 9.4.      Notation on or Exchange of Notes     90
 Section 9.5.      Trustee to Sign Amendments, Etc     90
 ARTICLE X
GUARANTEES
 Section 10.1.      Guarantees     90
 Section 10.2.      Execution and Delivery of Guarantee     92
 Section 10.3.      Severability     92
 Section 10.4.      Limitation of Guarantors’ Liability     92
 Section 10.5.      Releases     92
 Section 10.6.      Benefits Acknowledged     93
 Section 10.7.      Foreign Limitations     93
 ARTICLE XI
MISCELLANEOUS
 Section 11.1.      Concerning the Trust Indenture     98
 Section 11.2.      Notices     98
 Section 11.3.      Certificate and Opinion as to Conditions Precedent     99
 Section 11.4.      Statements Required in Certificate or Opinion     99
 Section 11.5.      Rules by Trustee and Agents     100
 Section 11.6.      No Personal Liability of Directors, Officers, Employees and Stockholders     100
 Section 11.7.      Governing Law; Consent to Jurisdiction     100
 Section 11.8.      No Adverse Interpretation of Other Agreements     100
 Section 11.9.      Successors     101
 Section 11.10.      Severability     101
 Section 11.11.      Execution in Counterparts     101
 Section 11.12.      Table of Contents, Headings, Etc     101
 Section 11.13.      Acts of Holders     101
 Section 11.14.      Force Majeure     102
 Section 11.15.      Legal Holidays     102
 Section 11.16.      USA PATRIOT Act     102
 Section 11.17.      Waiver of Jury Trial     102

 Exhibits

 Exhibit A Form of Note
 Exhibit B Form of Supplemental Indenture to be Delivered by Subsequent Guarantors

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 Exhibit C Form of Certificate to be Delivered in Connection with Transfers Pursuant to Rule 144A
 Exhibit D Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S
 Exhibit E Form of Certificate to be Delivered in Connection with Transfers to an IAI

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 This Indenture, dated as of June 11, 2026, is by and among Noble Finance II LLC, a Delaware limited liability company (as more fully defined herein, the “ Issuer ”), the Guarantors listed on the signature pages hereto, and HSBC Bank USA, National Association, as trustee (the “ Trustee ”), paying agent and registrar.
 The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of (i) the Issuer’s 6.250% Senior Notes due 2034 issued on the date hereof (the “ Initial Notes ”) and (ii) Additional Notes (as defined herein) that are subsequently issued subject to the conditions and in compliance with the provisions of this Indenture:
 ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
 Section 1.1.     Definitions .
 “ Acquired Asset Value ” means, in respect of the assets received by the Issuer or any Restricted Subsidiary in exchange for the assets exchanged by the Issuer or such Restricted Subsidiary pursuant to an Asset Swap permitted under this Indenture, the total value of such received assets, which value shall be, (i) in the case of a Rig, as reflected in a third party appraisal obtained by or on behalf of the Issuer or such 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 (ii) in the case of any other asset, the Fair Market Value thereof.
 “ Acquired Indebtedness ” means:
 (1)    with respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its Subsidiaries (including, for the avoidance of doubt, Indebtedness incurred in the ordinary course of such Person’s business to acquire assets used or useful in its business) existing at the time such Person becomes a Restricted Subsidiary; and
 (2)    with respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person (including, for the avoidance of doubt, Indebtedness incurred in the ordinary course of such Person’s business to acquire assets used or useful in its business), other than the Issuer or a Restricted Subsidiary, existing at the time such Person is merged with or into the Issuer or a Restricted Subsidiary, or Indebtedness expressly assumed by the Issuer or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person.
 “ Acquisition Cash Flow Adjustments ” means with respect to the calculation of Consolidated Cash Flow as of any date of determination:
 (1)    solely in connection with calculating Consolidated Cash Flow for the purposes of any incurrence test in connection with any Investment where such calculation is based on contract(s) which, as of the date such Permitted Business Investment 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 Issuer 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 year from the date of such consummation, for any fiscal quarter prior to the Commercial Operation Date (beginning with the four 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 Issuer as the Consolidated Cash Flow 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 Investment (such amount to be determined in good faith by the Issuer based on customer contracts
         
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 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 Issuer to be reasonable or appropriate at the time); and
 (2)    otherwise with respect to any Rig(s) acquired or constructed after the date hereof during the applicable Four-Quarter Period (and notwithstanding any restatement of the consolidated financial statements of the Issuer or any Parent Company in connection with any such acquisition), an amount equal to the lesser of (i) the Consolidated Cash Flow that would have been attributable to such Rig(s) if such Rig(s) had been acquired on the first day of the Four-Quarter Period 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 Issuer 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 Consolidated Cash Flow of the Issuer and its Restricted Subsidiaries) and which has a remaining term of at least one year from the date of such acquisition or completion) and (ii) an amount determined by the Issuer, in the same manner as set forth in the foregoing clause (1), as the Consolidated Cash Flow forecasted to be attributable to such Rig(s) for the balance of the four full fiscal quarter period following the consummation of such transaction.
 “ Additional Notes ” means Notes (other than the Initial Notes) issued pursuant to Article II and otherwise in compliance with the provisions of this Indenture whether or not they bear the same CUSIP number.
 “ Affiliate ” of any Person means any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect common control with, the referent Person. For purposes of this definition, “control” of a Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.
 “ Agent ” means any Registrar, Paying Agent, co-registrar or other agent appointed pursuant to this Indenture.
 “ amend ” means to amend, supplement, restate, amend and restate or otherwise modify, including successively, and “amendment” shall have a correlative meaning.
 “ Applicable Premium ” means, with respect to any Note on any applicable redemption date, the greater of:
 (1)    1.0% of the principal amount of such Note; and
 (2)    the excess, if any, of:
 (a)    the present value at such redemption date of (i) the redemption price of such Note at June 15, 2029 (such redemption price being set forth in the table appearing in Section 3.7(b) ) plus (ii) all required interest payments (in each case excluding accrued and unpaid interest to such redemption date) due on such Note through June 15, 2029, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months); over
 (b)    the principal amount of such Note.
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 “ asset ” means any asset or property, including, without limitation, Equity Interests.
 “ Asset Acquisition ” means:
 (1)    an Investment by the Issuer or any Restricted Subsidiary of the Issuer in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary of the Issuer, or shall be merged with or into the Issuer or any Restricted Subsidiary of the Issuer, or
 (2)    the acquisition by the Issuer or any Restricted Subsidiary of the Issuer of all or substantially all of the assets of any other Person (other than a Restricted Subsidiary of the Issuer) or any division or line of business of any such other Person (other than in the ordinary course of business).
 “ Asset Sale ” means:
 (1)    any sale, conveyance, transfer, lease, license, assignment or other disposition by the Issuer or any Restricted Subsidiary to any Person other than the Issuer or any Restricted Subsidiary (including by means of a sale and leaseback transaction or a merger or consolidation), in one transaction or a series of related transactions, of any assets of the Issuer or any of its Restricted Subsidiaries, including, without limitation, Equity Interests in any Person, other than in the ordinary course of business; or
 (2)    any issuance of Equity Interests of a Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.9 ) to any Person other than the Issuer or any Restricted Subsidiary in one transaction or a series of related transactions (the actions described in these clauses (1) and (2) , collectively, for purposes of this definition, a “ transfer ”).
 For purposes of this definition, the term “Asset Sale” shall not include:
 (a)    transfers of cash or Cash Equivalents;
 (b)    transfers of assets (including Equity Interests) that are governed by, and made in accordance with, Section 4.13 or Section 5.1 ;
 (c)    Permitted Investments and Restricted Payments permitted under Section 4.7 ;
 (d)    the creation of or realization on any Lien not prohibited under this Indenture and any transfer of assets resulting from the enforcement or foreclosure of any such Lien;
 (e)    sales or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other Intellectual Property, and licenses, leases or subleases of other assets, of the Issuer or any Restricted Subsidiary to the extent not materially interfering with the business of the Issuer and the Restricted Subsidiaries;
 (f)    a transfer of inventory in the ordinary course of business;
 (g)    a transfer of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring and similar arrangements;
 (h)    transfers of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between joint venture parties set forth in, joint venture agreements or any similar binding arrangements;
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 (i)    the transfer of assets received in settlement of debts accrued in the ordinary course of business;
 (j)    (I) the surrender or waiver in the ordinary course of business of contract rights or the settlement, release or surrender of contractual, non-contractual or other claims of any kind and (II) any transfers of property or assets effected as part of a closure or buyout of a pension or other defined benefit plan or in furtherance of a recovery plan in support of any such pension or other defined benefit plan;
 (k)    transfers of Equity Interests in or Indebtedness of an Unrestricted Subsidiary;
 (l)    any issuance or sale of Equity Interests of any Restricted Subsidiary to the Issuer or any 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;
 (m)    any transfer or series of related transfers that, but for this clause (m) , would be Asset Sales, if after giving effect to such transfers, the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $50.0 million per occurrence;
 (n)    the demise, bareboat, time, voyage, other charter, lease or right to use of any Rig in the ordinary course of business;
 (o)    transfers of property subject to casualty or condemnation proceedings (or similar events);
 (p)    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 Issuer and its Restricted Subsidiaries, taken as a whole;
 (q)    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) the Issuer or a Restricted Subsidiary directly or indirectly owns at least 50% of the Equity Interests in, or Controls, such Ineligible LCE; (iii) the Issuer 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 ”); (iv) the applicable Ineligible LCE Noble Owner is or becomes a Guarantor (or, if such Ineligible LCE Noble Owner is not required to provide a guarantee under the RCF Credit Agreement, its direct parent or next parent entity up the chain of ownership of such Ineligible LCE Noble Owner that is or becomes a guarantor under the RCF Credit Agreement); (v) for so long as such Specified Rig is owned by an Ineligible LCE pursuant to this clause (q) , to the extent the applicable Ineligible LCE Noble Owner is not a Guarantor, then such Ineligible LCE Noble Owner (A) shall be prohibited from incurring any Indebtedness for borrowed money or providing a guarantee of any Indebtedness for borrowed money (other than any permitted intercompany Indebtedness owed to the Issuer or another Restricted Subsidiary, which intercompany debt shall be represented by a promissory note or
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 similar instrument) and (B) shall not have any material assets, liabilities or operations other than (x) ownership of the Equity Interests of the applicable Ineligible LCE, direct or indirect ownership of the Equity Interests of any of its other Subsidiaries, and assets, liabilities and activities incidental to the foregoing and (y) intercompany transactions not otherwise prohibited under this Indenture; (vi) 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) be payable by such Ineligible LCE on demand, (C) 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 (D) 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 (vi)(C) of this clause (q) )); and (vii) such Ineligible LCE shall not have any other Indebtedness for borrowed money, other than Indebtedness owed by such Ineligible LCE to the Issuer or a Restricted Subsidiary (to the extent constituting an Investment not prohibited by this Indenture); 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 270 days (or such later date as may be approved by the administrative agent under the RCF Credit Agreement), such Specified Rig shall be promptly sold or otherwise transferred to a Guarantor;
 (r)    the transfer of Equity Interests in a Subsidiary that becomes a Local Content Entity as a result of such transfer to one or more Persons referred to in clause (b) of the definition of “Local Content Entity”;
 (s)    transfers of equipment, personal property, fixtures or other assets that are either (i) obsolete, worn-out or no longer used or useable in the ordinary course of business for their intended purposes, or (ii) replaced by equipment, personal property, fixtures or assets of comparable suitability within 365 days of such transfer, including but not limited to the transfer of any boilers, engines, machinery, masts, spars, anchors, cables, 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; and
 (t)    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 Issuer and the Restricted Subsidiaries, taken as a whole, or that the Issuer or any Restricted
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 Subsidiary determines, in its reasonable business judgment, are not economically practicable to maintain.
 “ Asset Swap ” means any transaction or series of related transactions pursuant to which the Issuer and/or one or more Restricted Subsidiaries shall exchange, with a Person that is not an Affiliate, one or more Permitted Business Assets owned by them for one or more Permitted Business Assets owned by such Person; provided that, for purposes of calculating Fair Market Value with respect to an Asset Swap, Fair Market Value shall be deemed to have been received if the Acquired Asset Value is greater than or equal to 90% of the total value of the asset(s) given in exchange by the Issuer and/or one or more Restricted Subsidiaries; provided further, that any cash or Cash Equivalents received in connection with an Asset Swap that constitutes an Asset Sale must be applied in accordance with Section 4.10 .
 “ Bankruptcy Law ” means Title 11, U.S. Code or any similar federal, state or foreign law for the relief of debtors, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, winding-up, restructuring, examinership or similar debtor relief laws.
 “ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. For purposes of this definition, a Person shall be deemed not to Beneficially Own securities that are the subject of a stock, unit or asset purchase agreement, merger agreement or similar agreement (or voting or option or similar agreement related thereto) until consummation of the transactions or, as applicable, series of related transactions contemplated by such agreement.
 “ Board of Directors ” means, with respect to any Person, (i) in the case of any corporation or exempted company, the board of directors of such Person, (ii) in case of any Luxembourg Guarantor, the board of managers ( collège de gérance ) or the board of directors ( conseil d’administration ), as applicable and (iii) in any other case, the functional equivalent of the foregoing or, in each case, any duly authorized committee of such body.
 “ Business Day ” means a day other than a Saturday, Sunday or other day on which banking institutions in the State of New York or London, England are authorized or required by law to close.
 “ 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 Indenture, for purposes of calculating Capitalized Lease Obligations pursuant to the terms of this Indenture, 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 Equivalents ” means:
 (1)    marketable obligations issued or directly and fully guaranteed or insured by the governments of the United States, the United Kingdom, any member state of the European Union,
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 Canada, Japan, Singapore, Australia or New Zealand or, in each case, any agency or instrumentality thereof ( provided that the full faith and credit of such government is pledged in support thereof), maturing within one year of the date of acquisition thereof;
 (2)    demand and time deposits and certificates of deposit of any lender under any Debt Facility or any Eligible Bank organized under the laws of the United States, any state thereof or the District of Columbia or a U.S. branch of any other Eligible Bank maturing within one year of the date of acquisition thereof;
 (3)    commercial paper and Eurocommercial paper rated at least A1 or the equivalent thereof by S&P, at least P-1 or the equivalent thereof by Moody’s, at least an F-1 by Fitch or an equivalent rating by a nationally recognized rating agency if each of S&P, Moody’s and Fitch cease publishing ratings of commercial paper issuers generally, and in each case maturing not more than one year after the date of acquisition thereof;
 (4)    repurchase obligations with a term of not more than one year for underlying securities of the types described in clause (1) above entered into with any Eligible Bank and maturing not more than one year after such time;
 (5)    securities issued and fully guaranteed by any state, commonwealth or territory of the United States, the United Kingdom, any member state of the European Union or Canada, Japan, Singapore, Australia or New Zealand or by any political subdivision or taxing authority thereof, rated at least A by Moody’s or S&P and having maturities of not more than one year from the date of acquisition;
 (6)    investments in money market or other funds substantially all of whose assets comprise securities of the types described in clauses (1) through (5) above;
 (7)    demand deposit accounts maintained in the ordinary course of business; and
 (8)    in the case of any Subsidiary of the Issuer organized or having its principal place of business outside the United States, investments denominated in the currency of the jurisdiction in which such Subsidiary is organized or has its principal place of business which are similar to the items specified in clauses (1) through (7) above.
 “ Change of Control ” means the occurrence of any of the following events after the Issue Date:
 (1)    the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act);
 (2)    the adoption of a plan relating to the liquidation or dissolution of the Issuer or any Parent Company; or
 (3)    the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” or “group” becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer or any Parent Company, measured by voting power rather than number of shares, except as a result of a Redomestication.
 Notwithstanding the preceding or any provision of Section 13(d)-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement
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 (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement and (ii) a Person or group will not be deemed to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person’s parent entity (or related contractual rights) unless it owns 50% or more of the total voting power of the Voting Stock entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the Board of Directors of such parent entity.
 Notwithstanding the preceding, (a) a transaction will not be deemed to involve a Change of Control if (i) the Issuer becomes a direct or indirect wholly owned Subsidiary of a Parent Company and (ii) immediately following that transaction no Person (other than a Parent Company satisfying the requirements of this sentence) is the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of such Parent Company (or its general partner, if applicable), and (b) (i) a conversion of the Issuer or any of its Restricted Subsidiaries from a limited partnership, corporation, limited liability company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or (ii) an exchange of all the outstanding Equity Interests in one form of entity for Equity Interests in another form of entity each shall not constitute a Change of Control, so long as immediately following such conversion or exchange or transaction no “person” Beneficially Owns more than 50% of the Voting Stock of such entity (or its general partner, if applicable). No Change of Control will be deemed to have occurred unless and until such Change of Control has actually been consummated.
 Notwithstanding anything to the contrary under this Indenture, the entry by the Issuer or any Restricted Subsidiary into any one or more charter party agreements or drilling contracts or the demise, bareboat, time, voyage, other charter, lease or other right to use of any of the Issuer’s or the Restricted Subsidiaries’ Rigs, in each case, in the ordinary course of business shall not be deemed to involve a Change of Control.
 “ Change of Control Triggering Event ” means the occurrence of both a Change of Control and a Rating Decline with respect to the Notes.
 “ Code ” means the United States Internal Revenue Code of 1986, as amended.
 “ Commercial Operation Date ” means the date on which an acquired Rig commences commercial operations in accordance with the terms of its material customer contracts.
 “ Common Stock ” means with respect to any Person, any and all shares, interest or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock or shares, whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock or shares.
 “ Consolidated Amortization Expense ” for any period means the amortization expense of the relevant Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.
 “ Consolidated Cash Flow ” for any period means, with respect to any specified Person and its Restricted Subsidiaries, without duplication, the sum of the amounts for such period of:
 (1)    Consolidated Net Income, plus
 (2)    without duplication, (a) the amount of net cost savings, operating expense reductions and synergies projected by the Issuer in good faith to be realized as a result of specified actions taken or to be taken (which cost savings, operating expense reductions or synergies shall be calculated on a
 8
         

 pro forma basis as though such cost savings, operating expense reductions or synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings, operating expense reductions or synergies are reasonably identifiable and factually supportable, (B) such actions have been taken or are to be taken within 18 months after the date of determination to take such action and (C) the aggregate amounts added to Consolidated Cash Flow pursuant to this clause (2)(a) in any such period, together with any such amounts added to Consolidated Cash Flow pursuant to clause (3)(g) below, shall not exceed 15% of Consolidated Cash Flow for such period (calculated before giving effect to the adjustment set forth in this clause (2)(a)), (b) gains, losses and non-cash charges related to the cancellation of debt, swaps and/or other derivatives, (c) any non-cash adjustments and charges stemming from the application of fresh start accounting, (d) transaction expenses and integration costs incurred in connection with any acquisition or disposition, (e) non-cash charges and expenses relating to employee benefit plans, management incentive plans, equity compensation plans or other stock-based compensation arrangements, plus
 (3)    in each case only to the extent deducted in determining Consolidated Net Income,
 (a)    Consolidated Income Tax Expense,
 (b)    Consolidated Amortization Expense,
 (c)    Consolidated Depreciation Expense,
 (d)    Consolidated Interest Expense,
 (e)    net cash proceeds from business interruption insurance or reimbursement of expenses received related to any acquisition or disposition,
 (f)    Acquisition Cash Flow Adjustments,
 (g)    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 (3)(g), together with any amounts added to Consolidated Cash Flow pursuant to clause (2)(a) above, shall not exceed 15% of Consolidated Cash Flow for such period (calculated before giving effect to the adjustment set forth in clause (2)(a) above), and
 (h)    all other non-cash items reducing the Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period, minus
 (4)    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 Issuer or any Restricted Subsidiary incurred such expense or liability directly instead of a direct or indirect parent of the Issuer), (b) Consolidated Cash Flow attributable to Rigs that have ceased to be owned by the Issuer or any Restricted Subsidiary as a
 9
         

 result of a disposition and (c) the aggregate amount of all non-cash items, determined on a consolidated basis, to the extent such items increased Consolidated Net Income for such period (other than accrual of revenue in the ordinary course or any non-cash items to the extent they represent the reversal of an accrual of a reserve for a potential cash item that reduced Consolidated Cash Flow in any prior period).
 “ Consolidated Depreciation Expense ” for any period means the depreciation expense of the relevant Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.
 “ Consolidated Income Tax Expense ” for any period means the provision for taxes of the relevant Person and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.
 “ Consolidated Interest Coverage Ratio ” means, on any date of determination, with respect to any Person, the ratio of (x) Consolidated Cash Flow during the Four-Quarter Period ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio (the “ Transaction Date ”) to (y) Consolidated Interest Expense for the Four-Quarter Period. For purposes of this definition, Consolidated Cash Flow and Consolidated Interest Expense shall be calculated after giving effect on a pro forma basis for the period of such calculation to:
 (1)    the incurrence of any Indebtedness or the issuance of any Disqualified Equity Interests of the Issuer or Disqualified Equity Interests or Preferred Stock of any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment, repurchase or redemption of other Indebtedness or other Disqualified Equity Interests or Preferred Stock (and the application of the proceeds therefrom) (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date (subject to the proviso below), as if such incurrence, repayment, repurchase, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; provided , however , that the pro forma calculation shall not give effect to any Indebtedness incurred on the Transaction Date pursuant to the provisions described in Section 4.9(b) and Section 4.9(g) , other than those provisions that are based on a ratio; and
 (2)    any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Indebtedness and also including any Consolidated Cash Flow (including any pro forma expense and cost reductions that have occurred or are reasonably expected to occur within the next 12 months)) in each case occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period; provided , that such pro forma calculations shall be determined in good faith by a Responsible Financial or Accounting Officer of the Issuer whether or not such pro forma adjustments would be permitted under SEC rules or guidelines.
 In calculating Consolidated Interest Expense for purposes of this Consolidated Interest Coverage Ratio:
 (a)    interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed
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 to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date;
 (b)    if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four-Quarter Period; and
 (c)    notwithstanding clause (a) or (b) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.
 “ Consolidated Interest Expense ” for any period means the sum, without duplication, of the total interest expense of the relevant Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, including, without duplication:
 (1)    imputed interest on Capitalized Lease Obligations;
 (2)    commissions, discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings;
 (3)    the net costs associated with Hedging Obligations related to interest rates;
 (4)    amortization of debt issuance costs, debt discount or premium and other financing fees and expenses;
 (5)    the interest portion of any deferred payment obligations;
 (6)    all other non-cash interest expense;
 (7)    capitalized interest;
 (8)    all dividend payments on any series of Disqualified Equity Interests of the Issuer or any of its Restricted Subsidiaries or any Preferred Stock of any Restricted Subsidiary (other than dividends on Equity Interests to the extent payable in Qualified Equity Interests of the Issuer or to the Issuer or a Restricted Subsidiary of the Issuer);
 (9)    all interest payable with respect to discontinued operations; and
 (10)    all interest on any Indebtedness described in clause (7) or (8) of the definition of Indebtedness.
 Notwithstanding the foregoing, the interest component of any lease that is not a Capitalized Lease Obligation will not be included in Consolidated Interest Expense.
 “ Consolidated Net Income ” for any period means the net income (or loss) of such Person and its Restricted Subsidiaries, in each case for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded in calculating such net income (or loss), to the extent otherwise included therein, without duplication:
 (1)    the net income (or loss) of any Person (other than a Restricted Subsidiary) in which any Person other than the Issuer and the Restricted Subsidiaries has an ownership interest, except (i) to the extent that cash in an amount equal to any such income has actually been received by such
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 Person or to any of its Restricted Subsidiaries or (ii) the amount of any loans repaid by such other Person to such Person or to any of its Restricted Subsidiaries during such period, as the case may be;
 (2)    except to the extent includible in the net income (or loss) of the Issuer pursuant to the foregoing clause (1) , the net income (or loss) of any Person that accrued prior to the date that (a) such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Issuer or any Restricted Subsidiary or (b) the assets of such Person are acquired by the Issuer or any Restricted Subsidiary;
 (3)    the net income of any Ineligible LCE or Unrestricted Subsidiary except to the extent of (i) the amount of dividends or distributions or other return on investment actually paid in cash during such period by such Ineligible LCE or Unrestricted Subsidiary to the Issuer or to any of its Restricted Subsidiaries (or to the extent non-cash dividends or distributions are received and converted into cash by the Issuer or any of its Restricted Subsidiaries during such period), as the case may be, (ii) the amount of any loans repaid by such Ineligible LCE or Unrestricted Subsidiary to the Issuer or to any of its Restricted Subsidiaries, as the case may be and (iii) any other amount paid in cash by such Ineligible LCE or Unrestricted Subsidiary pursuant to the RCF Credit Agreement;
 (4)    the net income (but not loss) of any Restricted Subsidiary other than a Guarantor during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement or instrument applicable to that Subsidiary (other than by the terms of any Indebtedness of such Restricted Subsidiary outstanding pursuant to Section 4.9(b)(8) ) except to the extent such income is actually paid in cash during such period by such Restricted Subsidiary to the Issuer or another Restricted Subsidiary (or to the extent non-cash dividends or distributions are received and converted into cash by the Issuer or any of its Restricted Subsidiaries during such period);
 (5)    the net income (or loss) of any Person acquired in a pooling-of-interests transaction for any period prior to the date of such transaction;
 (6)    the cumulative effect of any change in accounting principles or policies;
 (7)    (A) any costs, expenses or charges (including advisory, legal and professional fees) related to any issuance of debt or equity, investments, acquisition, disposition, recapitalization or incurrence, amendment, waiver, modification, extinguishment or refinancing of any Indebtedness, whether or not consummated, including such fees, expenses or charges related to the offering of the Notes and any Debt Facilities, (B) any costs, expenses or charges relating to the Refinancing Transactions, and (C) legal settlement expenses;
 (8)    non-cash gains or losses or positive or negative adjustments under ASC 815 (and any statements replacing, modifying or superseding such statement) as the result of changes in the fair market value of derivatives; and
 (9)    write-ups, write-downs or other non-cash impairments of assets;
 provided , further , that any expenses, costs or charges recorded in the financial statements of a Parent Company (including, for the avoidance of doubt, the Parent) that are related or attributable to the business or operations of the Issuer and its Subsidiaries, including the management thereof, shall be included in, and deducted from, without duplication, the Consolidated Net Income of the Issuer and its Restricted Subsidiaries, to the extent not already reflected in the net income (or loss) of the Issuer and its Restricted Subsidiaries.
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 “ Consolidated Total Assets ” means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries determined in accordance with GAAP.
 “ Consolidated Total Debt Ratio ” means, as of any date of determination, the ratio of (1) (i) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries minus (ii) unrestricted cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries, in each case, as of the end of the Four-Quarter Period immediately preceding the date of determination to (2) Consolidated Cash Flow of the Issuer for such Four-Quarter Period, with such pro forma adjustments to Consolidated Total Indebtedness, Cash Equivalents and Consolidated Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Interest Coverage Ratio.”
 “ Consolidated Total Indebtedness ” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by bonds, notes, debentures or similar instruments or drawn and unreimbursed letters of credit or bankers’ acceptances (and excluding Hedging Obligations) and (2) the aggregate amount of all outstanding Disqualified Equity Interests of the Issuer and the Restricted Subsidiaries and (without double-counting) all preferred stock of Restricted Subsidiaries that are not the Issuer or Guarantors, with the amount of such Disqualified Equity Interests and preferred stock equal to the greater of their respective voluntary or involuntary liquidation preferences and their maximum mandatory redemption or repurchase price, in each case, determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum mandatory redemption or repurchase price” of any Disqualified Equity Interests that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were redeemed or repurchased on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to this Indenture.
 “ Corporate Trust Office ” means the offices of the Trustee at which at any time its corporate trust business shall be principally administered, which office as of the date hereof is located at 66 Hudson Boulevard East, 5th Floor, New York, NY 10001, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Issuer).
 “ Customary Recourse Exceptions ” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.
 “ Debt Facilities ” means one or more debt facilities or other credit agreements, indentures or commercial paper facilities (which may be outstanding at the same time and including, without limitation, the RCF Credit Agreement) providing for revolving credit loans, debt securities, capital markets financings, term loans, receivables financing or letters of credit and, in each case, as such agreements may be amended, refinanced, restated, refunded or otherwise restructured, in whole or in part from time to time (including increasing the amount of available borrowings thereunder or adding Subsidiaries of the Issuer as additional borrowers or guarantors thereunder) with respect to all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement
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 agreement or agreements and whether by the same or any other agent, lender, group of lenders or institutional lenders or investors.
 “ Default ” means (1) any Event of Default or (2) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.
 “ Depositary ” means with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Global Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.
 “ Derivative Instrument ” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Regulated Bank or a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Performance References.
 “ Designated Non-cash Consideration ” means the Fair Market Value of non-cash consideration received by the Issuer or a Restricted Subsidiary of the Issuer in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.
 “ Disqualified Equity Interests ” of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable (in each case, at the option of the holder thereof), is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the Stated Maturity of the Notes; provided , however , that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided , further , however , that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the Issuer to repurchase or redeem such Equity Interests upon the occurrence of a change in control or an Asset Sale occurring prior to the 91st day after the Stated Maturity of the Notes shall not constitute Disqualified Equity Interests if the change of control or asset sale provisions applicable to such Equity Interests are no more favorable to such holders than Section 4.10 and Section 4.13 , respectively, and such Equity Interests specifically provide that the Issuer will not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuer’s purchase of the Notes as required pursuant to Section 4.10 and Section 4.13 , respectively.
 “ dollars ,” “ U.S. dollars ” or “ $ ” shall mean lawful money of the United States.
 “ DTC ” means The Depository Trust Company and any successor.
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 “ Eligible Bank ” means any commercial bank having, or which is the principal banking subsidiary of a bank holding company having, capital and surplus aggregating in excess of $250.0 million (or in the equivalent thereof in a foreign currency as of the date of determination) and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization.
 “ Eligible LCE ” means a Local Content Entity (a) with respect to which the provision of a Guarantee of the Notes by such Local Content Entity (subject to inclusion of any local law-required limitations) would not be prohibited by its organizational or constitutional documents or by applicable laws, (b) that is controlled by the Issuer, and (c) that is not an Unrestricted Subsidiary.
 “ Equity Interests ” of any Person means (1) any and all shares or other equity interests (including Common Stock, Preferred Stock, limited liability company interests, trust units and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person, but excluding from all of the foregoing any debt securities convertible or exchangeable for any combination of Equity Interests and/or cash or Cash Equivalents, regardless of whether such debt securities include any right of participation with Equity Interests.
 “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.
 “ Excluded Noble Parent Subsidiary ” means any direct or indirect Subsidiary of Parent (other than the Issuer and its Subsidiaries).
 “ Fair Market Value ” means, with respect to any asset, the price (after taking into account any liabilities relating to such asset) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction as such price is determined in good faith by management of the Issuer.
 “ Fitch ” means Fitch Ratings Ltd. or any successor to the rating agency business thereof.
 “ Four-Quarter Period ” means the most recently ended four-fiscal quarter period of the Issuer and/or any Parent Company, as applicable, and for which internal financial statements are available.
 “ GAAP ” means generally accepted accounting principles in the United States, which are in effect from time to time.
 “ Global Note Legend ” means the legend identified as such in Exhibit A .
 “ Global Notes ” means the Notes that are in the form of Exhibit A issued in global form and registered in the name of the Depositary or its nominee.
 “ guarantee ” means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); “guarantee,” when used as a verb, and “guaranteed” have correlative meanings.
 “ Guarantee ” means, individually, any guarantee of payment of the Notes by a Guarantor pursuant to the terms of this Indenture and any supplemental indenture hereto, and, collectively, all such guarantees.
 “ Guarantors ” means each Restricted Subsidiary of the Issuer on the Issue Date that is a party to this Indenture for purposes of providing a Guarantee with respect to the Notes, and each other
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 Person that is required to, or at the election of the Issuer, does become a Guarantor by the terms of this Indenture after the Issue Date, in each case, until such Person is released from its Guarantee in accordance with the terms of this Indenture.
 “ Hedging Obligations ” of any Person means the obligations of such Person under option, swap, cap, collar, forward purchase or similar agreements or arrangements intended to manage exposure to interest rates or currency exchange rates or commodity prices (including, without limitation, for purposes of this definition, rates for electrical power used in the ordinary course of business), either generally or under specific contingencies.
 “ Holder ” means any registered holder, from time to time, of the Notes.
 “ IAI ” means an institution that is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act and is not a QIB.
 “ incur ” means, with respect to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to such Indebtedness or Obligation; provided that (1) the Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Issuer shall be deemed to have been incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Issuer and (2) neither the accrual of interest nor the accretion of original issue discount or the accretion or accumulation of dividends on any Equity Interests shall be deemed to be an incurrence of Indebtedness.
 “ Indebtedness ” of any Person at any date means, without duplication:
 (1)    all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof);
 (2)    all obligations of such Person evidenced by bonds, debentures, bankers’ acceptances, notes or other similar instruments;
 (3)    all reimbursement obligations of such Person in respect of letters of credit, letters of guaranty and similar credit transactions;
 (4)    all obligations of such Person to pay the deferred and unpaid purchase price of property or services;
 (5)    the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Equity Interests or, with respect to any Restricted Subsidiary that is not a Guarantor, any Preferred Stock (but excluding, in each case, any accrued dividends);
 (6)    all Capitalized Lease Obligations of such Person (but not any lease that is not a Capitalized Lease Obligation);
 (7)    all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;
 (8)    all Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of the Issuer or its Subsidiaries that is guaranteed by the Issuer or the Issuer’s Subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of the Issuer and its Subsidiaries on a consolidated basis;
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 (9)    to the extent not otherwise included in this definition, net Hedging Obligations of such Person; and
 (10)    all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person;
 provided that the definition of “Indebtedness” shall not include: (i) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty, indemnity or other unperformed obligations of the seller of such asset; (ii) customary cash pooling and cash management practices and other intercompany indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extension of terms) incurred in the ordinary course of business; (iii) deferred compensation, trade payables and accrued expenses arising in the ordinary course of business, deferred taxes, obligations assumed or liabilities incurred under drilling contracts, vessel time charters or other forms of service agreement in the ordinary course of business (e.g., bid bonds, performance guarantees, and pre-paid hire under vessel time charters or similar contracts which have not yet been earned), or obligations in respect of Equity Interests that do not constitute Disqualified Equity Interests; (iv) liabilities resulting from endorsements of instruments for collection in the ordinary course of business; (v) any indebtedness with respect to which cash or Cash Equivalents in an amount sufficient to repay in full the principal and accrued interest on such indebtedness has been escrowed with the trustee or other depository for the benefit of the lenders or holders in respect of such indebtedness but only to the extent the foregoing constitutes a complete defeasance of such indebtedness pursuant to the applicable agreement governing such indebtedness and (vi) any repayment or reimbursement obligation of a Person or any of its Restricted Subsidiaries with respect to Customary Recourse Exceptions, unless and until an event or circumstance occurs that triggers the Person’s or such Restricted Subsidiary’s direct repayment or reimbursement obligation (as opposed to contingent or performance obligations) to the lender or other Person to whom such obligation is actually owed, in which case the amount of such direct payment or reimbursement obligation shall constitute Indebtedness. For purposes of this Indenture, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture to the extent such Indebtedness is recourse to such Person.
 The amount of any Indebtedness which is incurred at a discount to the principal amount at maturity thereof as of any date shall be deemed to have been incurred at the accreted value thereof as of such date. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (7) , the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of others on the date that the Lien attaches and (b) the amount of the Indebtedness secured. For purposes of clause (5) , the “maximum mandatory redemption or repurchase price” of any Disqualified Equity Interests that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were redeemed or repurchased on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to this Indenture.
 “ Indenture ” means this Indenture, as amended or supplemented from time to time.
 “ Ineligible LCE ” means, as of any time of determination, any Local Content Entity which is not an Eligible LCE.
 “ Ineligible LCE Noble Owner ” has the meaning set forth in clause (q) of the definition of “Asset Sale.”
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 “ Intellectual Property ” means all patents, patent applications, trademarks, trade names, service marks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of the Issuer’s or any Restricted Subsidiary’s business.
 “ Investments ” of any Person means:
 (1)    all direct or indirect investments by such Person in any other Person (including Affiliates) in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person;
 (2)    all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other Person (other than any such purchase that constitutes a Restricted Payment of the type described in clause (2) of the definition thereof);
 (3)    all other items that would be classified as investments in another Person on a balance sheet of such Person prepared in accordance with GAAP; and
 (4)    the Designation of any Subsidiary as an Unrestricted Subsidiary.
 Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of an Investment pursuant to clause (4) shall be the Designation Amount determined in accordance with Section 4.16 . If the Issuer or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Issuer shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Restricted Subsidiary retained. Notwithstanding the foregoing, purchases or redemptions of Equity Interests of the Issuer shall be deemed not to be Investments.
 “ Issue Date ” means June 11, 2026, the date on which the Initial Notes are originally issued.
 “ Issuer ” means Noble Finance II LLC, a Delaware limited liability company, and any successor Person resulting from any transaction permitted by Section 5.1 .
 “ Lien ” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), assignment, assignment by way of security, pledge, lease, easement, restriction, covenant, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement.
 “ Limited Condition Transaction ” means (1) any Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Equity Interests or otherwise), whose consummation is not conditioned on the availability of, or on obtaining, third-party financing (or, if such a condition does exist, the Issuer or any Restricted Subsidiary would be required to pay any fee, liquidated damages or other amount or be subject to any indemnity, claim or other liability as a result of such third party financing not having been available or obtained) and (2) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Equity Interests or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.
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 “ Local Content Entity ” means any Affiliate of the Issuer (a) that owns or is contemplated to own a Rig or that is a party to or contemplated to be a party to a charter party agreement, drilling contract or any demise, bareboat, time, voyage, other charter, lease or other right to use of a Rig owned by it or by the Issuer, any Restricted Subsidiary or another Local Content Entity and (b) the Equity Interests of which is jointly owned by the Issuer or any Restricted Subsidiary(ies) and any other Person(s) that is(are) required or necessary under local law or custom to own the Equity Interests in the Local Content Entity as a condition for (i) the operation of a Rig in such jurisdiction, (ii) the ownership of any asset owned, or contemplated to be acquired, by such entity in such jurisdiction or (iii) the business transacted, or contemplated to be transacted, by such entity in such jurisdiction; provided that Local Content Entities shall not include joint ventures that are formed in the ordinary course and for purposes other than local law requirements or local law customs.
 “ Long Derivative Instrument ” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.
 “ Luxembourg Guarantor ” means any Guarantor incorporated under the laws of the Grand Duchy of Luxembourg.
 “ Moody’s ” means Moody’s Investors Service, Inc., or any successor to its rating agency business.
 “ Net Available Proceeds ” means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries from such Asset Sale, net of:
 (1)    brokerage commissions and other fees and expenses (including fees, discounts and expenses of legal counsel, accountants and investment banks, consultants and placement agents) of such Asset Sale;
 (2)    provisions for taxes payable (including any withholding or other taxes paid or reasonably estimated to be payable in connection with the transfer to the Issuer of such proceeds from any Restricted Subsidiary that received such proceeds) as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax sharing arrangements);
 (3)    amounts required to be paid to any Person (other than the Issuer or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale or having a Lien thereon;
 (4)    payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale; and
 (5)    appropriate amounts to be provided by the Issuer or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any adjustment in the sale price of such asset or assets or liabilities associated with such Asset Sale and retained by the Issuer or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale; provided , however , that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available Proceeds.
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 “ Net Short ” means, with respect to a holder of Notes or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to any Parent Company, the Issuer or any Guarantor immediately prior to such date of determination.
 “ New Parent ” has the meaning set forth in clause (c) of the definition of “Redomestication.”
 “ Non-Recourse Debt ” means, with respect to any Person, Indebtedness of such Person as to which neither the Issuer nor any Restricted Subsidiary (a) provides credit support of any kind through any undertaking, agreement or instrument that would constitute Indebtedness, except for Customary Recourse Exceptions, or (b) is directly or indirectly liable as a guarantor or otherwise, except in each case with pledges of Equity Interests in an Unrestricted Subsidiary.
 “ Note Custodian ” means the Person appointed as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto.
 “ Notes ” means the Initial Notes and any Additional Notes. The Initial Notes and the Additional Notes, if any, shall be treated as a single class for all purposes under this Indenture.
 “ Obligation ” means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness.
 “ Offering Memorandum ” means the Issuer’s offering memorandum, dated June 1, 2026, relating to the offer and sale of the Initial Notes.
 “ Officer ” means any of the following of the Issuer or any Guarantor: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, Managing Director, the Treasurer or the Secretary, manager ( gérant ) or director ( administrateur ) that are members of the board of managers ( collège de gérance ) or board of directors ( conseil d’administration ) of any Luxembourg Guarantor, any Manager, any Managing Member or any other authorized person.
 “ Officers’ Certificate ” means a certificate signed by two Officers that meets the requirements of Section 11.4 of this Indenture.
 “ Opinion of Counsel ” means a written opinion from legal counsel reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.
 “ Parent ” means Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, or, if a Redomestication has occurred subsequent to the Issue Date and prior to the event in question on the applicable date of determination, the Surviving Person resulting from such prior Redomestication.
 “ Parent Company ” means any Person that is or becomes after the Issue Date a direct or indirect parent (which may be organized as, among other things, a partnership) of the Issuer.
 “ Pari Passu Indebtedness ” means any Indebtedness of the Issuer or any Guarantor that is not Subordinated Indebtedness.
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 “ Participant ” means, with respect to the Depositary, a Person who has an account with the Depositary.
 “ Paying Agent ” means any Person authorized by the Issuer to pay the principal of, premium, if any, or interest on any Notes on behalf of the Issuer.
 “ Payment Default ” means any default in payment of amounts when due on the Notes, without giving effect to any grace period.
 “ Performance References ” means any Parent Company (including Parent) or any one or more of the Issuer and the Guarantors.
 “ Permitted Business ” means any business that is the same as or related, ancillary or complementary to any of the businesses of the Issuer or the Restricted Subsidiaries on the Issue Date and any reasonable extension or evolution of any of the foregoing.
 “ Permitted Business Asset ” means (a) one or more Rigs, (b) the Equity Interests of a Person owning one or more Rigs and/or (c) any other related asset that is useful in the business of the Issuer or its Restricted Subsidiaries.
 “ Permitted Business Investment ” means Investments in any Person made in the course of conducting a Permitted Business, whether through agreements, transactions, joint ventures, expenditures or other arrangements that permit one to share risks or costs of such activities or comply with regulatory requirements regarding local ownership, including, without limitation, direct or indirect ownership interests in all types of drilling, transportation and oilfield services assets, property and equipment.
 “ Permitted Investment ” means:
 (1)    Investments by the Issuer or any Restricted Subsidiary (other than for purposes of this clause (1), any Investments in any Ineligible LCE) in (a) any Restricted Subsidiary or an Eligible LCE or (b) any Person that will become immediately after such Investment a Restricted Subsidiary or that will merge or consolidate into the Issuer or any Restricted Subsidiary and any Investment held by any such Person at such time that was not incurred in contemplation of such acquisition, merger or consolidation;
 (2)    Investments in the Issuer by any Restricted Subsidiary;
 (3)    loans and advances to directors, employees and officers of the Issuer and its Restricted Subsidiaries (i) in the ordinary course of business (including payroll, travel and entertainment related advances) (other than any loans or advances to any director or executive officer (or equivalent thereof) that would be in violation of Section 402 of the Sarbanes Oxley Act) and (ii) to purchase Equity Interests of the Issuer not in excess of $20.0 million in the aggregate outstanding at any one time;
 (4)    Hedging Obligations entered into in the ordinary course of business for bona fide hedging purposes of the Issuer or any Restricted Subsidiary not for the purpose of speculation;
 (5)    Investments in cash, Cash Equivalents, U.S. Treasury securities, government securities of the United Kingdom, any member state of the European Union, Norway, Singapore, Japan, Canada, Australia and New Zealand, investment grade corporate debt securities or any fund invested primarily in the foregoing;
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 (6)    receivables owing to the Issuer or any Restricted Subsidiary if created or acquired, and advances or extensions of credit in the nature of accounts receivable arising from the sale or lease of goods or services, the leasing of equipment or the licensing of property, in each case in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided , however , that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;
 (7)    Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or received in compromise or resolution of litigation, arbitration or other disputes with such parties;
 (8)    Investments made by the Issuer or any Restricted Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance with Section 4.10 or a transaction excluded from the definition of Asset Sale;
 (9)    lease, utility and other similar deposits in the ordinary course of business;
 (10)    stock, shares, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Restricted Subsidiary or in satisfaction of judgments;
 (11)    Investments in Unrestricted Subsidiaries and Ineligible LCEs not to exceed the greater of (x) $150.0 million and (y) 2.0% of the Issuer’s Consolidated Total Assets determined at the time of Investment; provided, however, that if any Investment pursuant to this clause (11) is made in any Person that later becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (11) for so long as such Person continues to be a Restricted Subsidiary;
 (12)    guarantees of Indebtedness of the Issuer or any of its Restricted Subsidiaries permitted in accordance with Section 4.9 ;
 (13)    repurchases of, or other Investments in, the Notes or other Indebtedness of the Issuer and its Restricted Subsidiaries;
 (14)    any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date, and any modifications, renewals or extensions that do not increase the amount of the Investment being modified, renewed or extended (as determined as of such date of modification, renewal or extension) unless the incremental increase in such Investment is otherwise permitted hereunder;
 (15)    Investments the payment for which consists of Equity Interests (exclusive of Disqualified Equity Interests) of the Issuer; provided , however , that such Equity Interests will not increase the amount available for Restricted Payments under the Restricted Payments Builder Basket;
 (16)    other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value) that, when taken together with all other Investments made pursuant to this clause (16) since the Issue Date and then outstanding, do not exceed the greater of (x) $375.0 million and (v) 5.0% of the Issuer’s Consolidated Total Assets determined at the time of the Investment;
 (17)    performance guarantees of any trade or non-financial operating contract (other than such contract that itself constitutes Indebtedness) in the ordinary course of business;
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 (18)    Investments made in accordance with recovery plans to support defined benefit plans or pension schemes sponsored by the Issuer or any Restricted Subsidiary;
 (19)     Investments in any Ineligible LCE (other than, for purposes of this clause (19) , any disposition or other transfer of a Rig to any such Ineligible LCE); provided that, (i) at the time of and immediately after giving effect to any such Investment, the aggregate principal amount of all outstanding Investments at such time pursuant to this clause (19) shall not exceed the lesser of (x) $50.0 million and (y) the aggregate amount of all accounts receivable owed by third parties to all such Ineligible LCEs at such time pursuant to any charter party agreement, drilling contract or any demise, bareboat, time, voyage, other charter, lease or other right to use of a Rig to which any such Ineligible LCE is a party, (ii) promptly after any such Ineligible LCE’s receipt of a payment of any such accounts receivable, such Ineligible LCE shall apply such amount (to the extent required under the RCF Credit Agreement) to make, directly or indirectly, to one or more of the Issuer or a Guarantor a repayment or return on, or distribution with respect to, outstanding Investments made in such Ineligible LCE pursuant to this clause (19) , and (iii) to the extent not prohibited by any applicable contractual obligations relating to the applicable Rig or applicable law, any such Investment shall be evidenced by a promissory note or similar instrument that is payable on demand by the relevant Ineligible LCE in which such Investment is made;
 (20)     Permitted Business Investments in an unlimited amount so long as after giving pro forma effect thereto the Consolidated Total Debt Ratio does not exceed 1.25 to 1.00;
 (21)    loans and advances to any Parent Company in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Permitted Payments to Parent permitted to be made in accordance with Section 4.7 ; provided that (i) the proceeds of such loans and advances are used or will be used solely as set forth in the definition of “Permitted Payments to Parent” and (ii) any such Investment shall reduce the amount of such applicable Restricted Payments thereafter permitted by Section 4.7 by a corresponding amount; and
 (22)    Investments made to consummate any transaction pursuant to clause (q) of the definition of “Asset Sale” and to comply with the applicable requirements set forth therein, including the issuance of any Specified Rig Intercompany Note pursuant thereto.
 In determining whether any Investment is a Permitted Investment, the Issuer may allocate or reallocate all or any portion of an Investment among the clauses of this definition and any of the provisions of Section 4.7 .
 “ Permitted Jurisdictions ” means (1) the State of Delaware or another State of the United States, (2) the Cayman Islands, (3) the United Kingdom, (4) any member state of the European Union, (5) any member of the European Economic Area (EEA) or USMCA, (6) Switzerland, (7) Singapore, (8) the British Virgin Islands, (9) Bermuda, (10) the Bailiwick of Jersey, (11) Gibraltar and (12) any territory or other political subdivision of any of the foregoing.
 “ Permitted Liens ” means the following types of Liens:
 (1)    Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the Issuer or its Restricted Subsidiaries, as the case may be, in conformity with GAAP;
 (2)    Liens in respect of property of the Issuer or any Restricted Subsidiary imposed by law or contract, which were not incurred or created to secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and
 23
         

 mechanics’ Liens and other similar Liens arising in the ordinary course of business, and which do not in the aggregate materially detract from the value of the property of the Issuer or its Restricted Subsidiaries, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Issuer and its Restricted Subsidiaries, taken as a whole;
 (3)    (i) pledges or deposits made in connection therewith in the ordinary course of business in connection with obligations of the type described in Section 4.9(b)(7) and (ii) Liens incurred in connection with or for the benefit of defined benefit plans or pension schemes sponsored by the Issuer or its Restricted Subsidiaries;
 (4)    Liens (i) incurred in the ordinary course of business to secure the performance of tenders, bids, trade contracts, stay and customs bonds, leases, statutory obligations, surety and appeal bonds, statutory bonds, government contracts, performance and return money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (ii) incurred in the ordinary course of business to secure liability for premiums or in respect of reimbursement or indemnification obligations to insurance carriers;
 (5)    Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
 (6)    Liens arising out of judgments or awards not resulting in a Default or an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;
 (7)    minor defects, irregularities and deficiencies in title to, and easements, rights of way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar restrictions, charges or encumbrances, defects and irregularities in the physical placement and location of pipelines within areas covered by, and other rights in Real Property in favor of the Issuer or any Restricted Subsidiary, in each case which do not interfere with the ordinary conduct of business, and which do not materially detract from the value of the property which they affect;
 (8)    (i) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other assets relating to such letters of credit and products and proceeds thereof, and (ii) Liens securing Indebtedness represented by letters of credit, bankers’ acceptances, letters of guaranty and similar credit transactions (or reimbursement agreements in respect thereof) incurred and then outstanding pursuant to Section 4.9(b)(16) ;
 (9)    Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Issuer or any Restricted Subsidiary, including rights of offset and setoff;
 (10)    bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Issuer or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements;
 (11)    any interest or title of a lessor under any lease entered into by the Issuer or any Restricted Subsidiary not in violation of this Indenture;
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 (12)    the filing of UCC financing statements solely as a precautionary measure in connection with operating leases, consignments of goods or transfers of accounts, in each case to the extent not securing performance of a payment or other obligation;
 (13)    Liens securing the Notes and any Guarantee;
 (14)    Liens securing Hedging Obligations entered into for bona fide hedging purposes of the Issuer or any Restricted Subsidiary not for the purpose of speculation;
 (15)    Liens securing Specified Cash Management Agreements entered into in the ordinary course of business;
 (16)    Liens in favor of the Issuer or a Restricted Subsidiary, subject to subordination for Liens to non-Guarantors;
 (17)    Liens securing Indebtedness under Debt Facilities incurred and then outstanding pursuant to Section 4.9(b)(1) ;
 (18)    Liens arising pursuant to Purchase Money Indebtedness or Capitalized Lease Obligations; provided that (i) the Indebtedness (including any fees and expenses incurred in connection therewith) secured by any such Lien (including refinancings thereof) does not exceed 100.0% of the cost of the property being acquired or leased at the time of the incurrence of such Indebtedness and (ii) any such Liens attach only to the property being financed pursuant to such Purchase Money Indebtedness (plus improvements, accessions, proceeds, replacements or dividends or distributions in respect thereof) and do not encumber any other property of the Issuer or any Restricted Subsidiary;
 (19)    Liens securing Acquired Indebtedness; provided that such Indebtedness was not initially incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or being acquired or merged into the Issuer or a Restricted Subsidiary of the Issuer and such Liens do not extend to assets not subject to such Lien at the time of acquisition (plus improvements, accessions, proceeds, replacements or dividends or distributions in respect thereof);
 (20)    Liens on property of a Person existing at the time such Person is acquired or amalgamated or merged with or into or consolidated with the Issuer or any Restricted Subsidiary (and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (plus improvements, accessions, proceeds, replacements or dividends or distributions in respect thereof);
 (21)    Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any joint venture owned by the Issuer or any Restricted Subsidiary of the Issuer to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or joint venture;
 (22)    Liens arising from the deposit of funds or securities in trust for the purpose of decreasing or defeasing Indebtedness so long as such deposit of funds or securities and such decreasing or defeasing of Indebtedness are permitted under Section 4.9 ;
 (23)    (i) sales or grants of licenses or sublicenses of (or other grants of rights to use or exploit) licenses of Intellectual Property (x) existing as of the Issue Date, or (y) between or among the Issuer and its Restricted Subsidiaries or between or among any of the Restricted Subsidiaries, or (ii) licenses of Intellectual Property granted by the Issuer or any Restricted Subsidiary in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of the Issuer or such Restricted Subsidiary;
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 (24)    Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;
 (25)    Liens in favor of the Trustee as provided for in this Indenture on money or property held or collected by the Trustee in its capacity as Trustee;
 (26) Liens existing on the Issue Date;
 (27) Permitted Maritime Liens;
 (28)    other Liens with respect to obligations which do not in the aggregate exceed at any time outstanding the greater of (i) $265.0 million and (ii) 3.5% of the Issuer’s Consolidated Total Assets determined at the time of incurrence;
 (29)    Liens to secure Permitted Indebtedness recorded as capital leases in accordance with GAAP;
 (30)    any right of set-off arising under common law or by statute or customary account documentation; and
 (31)    any Lien renewing, extending, refinancing or refunding a Lien permitted by clauses (13) , (18) , (19) , (20) , ( 26 ) and this clause (31) ; provided that such Liens do not extend to any additional assets (other than improvements, accessions, proceeds, replacements or dividends or distributions in respect thereof) and the amount of such Indebtedness is not increased except as necessary to pay accrued and unpaid interest, premiums, fees or expenses in connection with such refinancing.
 If any Liens securing obligations are incurred to refinance Liens securing obligations initially incurred in reliance on a basket measured by reference to a percentage of Consolidated Total Assets, and such refinancing would cause the percentage of Consolidated Total Assets to be exceeded if calculated based on the Consolidated Total Assets on the date of such refinancing, such percentage of Consolidated Total Assets will not be deemed to be exceeded to the extent the principal amount of such obligations secured by such newly incurred Lien does not exceed the principal amount of such obligations secured by such Liens being refinanced, plus any accrued and unpaid interest on the Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness.
 “ Permitted Maritime Liens ” means, at any time with respect to a Rig:
 (1)     Liens for crews’ wages (including the wages of the master of the Rig) that are discharged in the ordinary course of business and have accrued for not more than 90 days (or such longer period provided for under the RCF Credit Agreement) unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Issuer or relevant Restricted Subsidiary, and the Issuer or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Rig to sale, forfeiture or loss;
 (2)     Liens for salvage (including contract salvage) or general average, and Liens for wages of stevedores employed by the owner of the Rig, the master of the Rig or a charterer or lessee
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 of such Rig, which in each case have accrued for not more than 90 days (or such longer period provided for under the RCF Credit Agreement) unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Issuer or relevant Restricted Subsidiary, and the Issuer or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Rig to sale, forfeiture or loss;
 (3)     shipyard Liens and other Liens arising by operation of law arising in the ordinary course of business in operating, maintaining, repairing, modifying, refurbishing, or rebuilding the Rig (other than those referred to in clauses (1) and (2) above), including maritime Liens for necessaries, which in each case have accrued for not more than 90 days (or such longer period provided for under the RCF Credit Agreement) unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Issuer or relevant Restricted Subsidiary, and the Issuer or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Rig to sale, forfeiture, or loss;
 (4)     Liens for damages arising from maritime torts which are unclaimed, or are covered by insurance and any deductible applicable thereto, or in respect of which a bond or other security has been posted on behalf of the Issuer or relevant Restricted Subsidiary with the appropriate court or other tribunal to prevent the arrest or secure the release of the Rig from arrest, unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Issuer or relevant Restricted Subsidiary, and the Issuer or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Rig to sale, forfeiture, or loss;
 (5)     Liens that, as indicated by the written admission of liability therefor by an insurance company, are covered by insurance (subject to reasonable deductibles); and
 (6)     Liens for charters or subcharters or leases or subleases not prohibited under this Indenture.
 “ Permitted Payments to Parent ” means, as it relates to any Restricted Payment or Investment, without duplication as to amounts, (a) payments to Parent (or any Subsidiary thereof that is a direct or indirect parent of the Issuer) to permit Parent or any such Subsidiary thereof to pay reasonable accounting, legal and investment banking fees and administrative expenses of Parent or any such Subsidiary thereof when due; provided that any such payment shall not be in respect of expenses or other amounts that are allocable to, or attributable to the ownership or operations of, (i) any Unrestricted Subsidiary, except to the extent of the amount actually received in cash or Cash Equivalents from such Unrestricted Subsidiary (or any cash or Cash Equivalents received upon the disposition or monetization of any non-cash consideration received from such Unrestricted Subsidiary) or (ii) any Excluded Noble Parent Subsidiary, (b) payments pursuant to the Shared Services Agreement and (c) for so long as the Issuer is a member of a group filing a consolidated or combined tax return with Parent (or any Subsidiary thereof that is a direct or indirect parent of the Issuer), payments to Parent or any such Subsidiary (directly or indirectly) in respect of an allocable portion of the tax liabilities of such group that is allocable or attributable to the Issuer and its Restricted Subsidiaries (and, to the extent of the amount actually received in cash or Cash Equivalents from its Unrestricted Subsidiaries (or any cash or Cash Equivalents received upon the disposition or monetization of any non-cash consideration received from such Unrestricted Subsidiaries), allocable or attributable to the Unrestricted Subsidiaries) and not, for the avoidance of doubt, to any Excluded Noble Parent Subsidiary (such permitted payments pursuant to this clause (c), “ Tax Payments ”). The Tax Payments shall not exceed the lesser of (x) the amount of the relevant tax (including any penalties and interest) that the Issuer would owe if the Issuer were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or
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 combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Issuer and such Subsidiaries from other taxable years and (y) the net amount of the relevant tax that Parent (or any Subsidiary thereof that is a direct or indirect parent of the Issuer) actually owes to the appropriate taxing authority. Any Tax Payments received from the Issuer shall be paid over to the appropriate taxing authority within 30 days of receipt by Parent (or any Subsidiary thereof that is a direct or indirect parent of the Issuer) of such Tax Payments or refunded to the Issuer, except to the extent any such Tax Payment is in respect of tax liabilities that have been satisfied in advance of, and were required to be so satisfied prior to the time of, Parent’s or any such Subsidiary’s receipt of such Tax Payment.
 “ Person ” means any individual, corporation, company, exempted company, partnership, exempted limited partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, mutual fund trust, unincorporated organization or government or other agency or political subdivision thereof or other legal entity of any kind.
 “ Preferred Stock ” means, with respect to any Person, any and all preferred or preference stock, shares or other Equity Interests (however designated) of such Person whether now outstanding or issued after the Issue Date that is preferred as to the payment of dividends upon liquidation, dissolution or winding up.
 “ principal ” means, with respect to the Notes, the principal of, and premium, if any, on the Notes.
 “ Purchase Money Indebtedness ” means Indebtedness, including Capitalized Lease Obligations, of the Issuer or any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price of property (including Rigs), plant or equipment used or useful in the business of the Issuer or any Restricted Subsidiary or the cost of renovation, repair, upgrade installation, construction or improvement thereof; provided , however , that (except in the case of Capitalized Lease Obligations) the amount of such Indebtedness shall not exceed such purchase price or cost of such activities.
 “ Qualified Equity Interests ” of any Person means Equity Interests of such Person other than Disqualified Equity Interests; provided that such Equity Interests shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of such Person or financed, directly or indirectly, using funds (1) borrowed from such Person or any Subsidiary of such Person until and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by such Person or any Subsidiary of such Person (including, without limitation, in respect of any employee stock ownership or benefit plan). Unless otherwise specified, Qualified Equity Interests refer to Qualified Equity Interests of the Issuer.
 “ Qualified Equity Offering ” means any public or private sale of Equity Interests (other than Disqualified Equity Interests) made for cash on a primary basis by the Issuer, or other cash equity contribution to the Issuer, other than (a) any issuance pursuant to employee benefit plans or otherwise in compensation to officers, directors, trustees or employees or (b) public offerings with respect to the Issuer’s Qualified Equity Interests (or options, warrants or rights with respect thereto) registered on Form S-4 or S-8.
 “ Rating Agencies ” means Moody’s, S&P and Fitch.
 “ Rating Decline ” means the occurrence of a decrease in the rating of the Notes by two or more of the Rating Agencies (including gradations within the ratings categories, as well as between categories) within 60 days after the earlier of (x) a Change of Control, (y) the date of public notice of the occurrence of a Change of Control or (z) public notice of the intention of the Issuer or any Parent
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 Company to effect a Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by a Rating Agency); provided, however, that a Rating Decline otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Change of Control Triggering Event for purposes of the definition of Change of Control Triggering Event) unless each such Rating Agency making the reduction in rating to which this definition would otherwise apply announces or publicly confirms or informs the Trustee in writing at the request of the Issuer or the Trustee that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Decline).
 “ RCF Credit Agreement ” means the Credit Agreement dated on or about the Issue Date, by and among the Issuer, as borrower, the Guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the several lenders and other agents party thereto, including any notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith (including Hedging Obligations related to the Indebtedness incurred thereunder), and in each case as such agreement or facility may be amended (including any amendment or restatement thereof), supplemented or otherwise modified from time to time, including any agreement or indenture exchanging, extending the maturity of, refinancing, renewing, replacing, substituting or otherwise restructuring, whether in the bank or debt capital markets (or combination thereof) (including increasing the amount of available borrowings thereunder or adding or removing Subsidiaries as borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or facility or any successor or replacement agreement or facility.
 “ Real Property ” means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.
 “ Redomestication ” means:
 (a)     any amalgamation, merger, exchange offer, conversion, consolidation or similar action of Parent with or into any other Person, or of any other Person with or into Parent, or the sale or other disposition or transfer (other than by lease) of all or substantially all of its assets by Parent to any other Person;
 (b)     any continuation, discontinuation, statutory migration, domestication, redomestication, amalgamation, merger, plan or scheme of arrangement, exchange offer, business combination, reincorporation, reorganization consolidation or similar action of Parent, pursuant to the law of the jurisdiction of its organization or incorporation and of any other jurisdiction; or
 (c)     the formation of a Person that becomes, as part of the transaction or series of related transactions, the direct or indirect owner of 100% of the voting shares (except for directors’ qualifying shares) of Parent (the “ New Parent ”);
 if as a result thereof:
 (x)     in the case of any action specified in clause (a), the entity that is the surviving, resulting or continuing Person in such merger, amalgamation, conversion, consolidation or similar action, or the transferee in such sale or other transfer;
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 (y)     in the case of any action specified in clause (b), the entity that constituted the Parent immediately prior thereto (but disregarding for this purpose any change in its jurisdiction of organization or incorporation); or
 (z)     in the case of any action specified in clause (c), the New Parent,
 (in any such case, the “ Surviving Person ”) is a corporation or other entity, validly incorporated or formed and existing in good standing (to the extent the concept of good standing is applicable) under the laws of any Permitted Jurisdiction or under the laws of any other jurisdiction, whose outstanding equity interests of each class issued and outstanding immediately following such action, and giving effect thereto, shall be beneficially owned by substantially the same Persons, in substantially the same percentages, as were the outstanding equity interests of Parent immediately prior thereto and the Surviving Person shall have delivered to the Trustee an Officers’ Certificate to the effect that, both before and after giving effect to such transaction, no Event of Default exists.
 “ refinance ” means to redeem, refinance, replace, defease, discharge, refund or otherwise retire for value.
 “ Refinancing Indebtedness ” means Indebtedness of the Issuer or a Restricted Subsidiary incurred in exchange for, or the proceeds of which are used to redeem, refinance, replace, defease, discharge, refund or otherwise retire for value, in whole or in part, any Indebtedness of the Issuer or any Restricted Subsidiary (the “ Refinanced Indebtedness ”); provided that:
 (1)    the principal amount (or accreted value, in the case of Indebtedness issued at a discount) of the Refinancing Indebtedness does not exceed the principal amount of the Refinanced Indebtedness plus the amount of accrued and unpaid interest on the Refinanced Indebtedness, any premium paid to the holders of the Refinanced Indebtedness and reasonable fees and expenses incurred in connection with the incurrence of the Refinancing Indebtedness;
 (2)    the obligor of the Refinancing Indebtedness does not include any Person (other than the Issuer or any Guarantor) that is not an obligor of the Refinanced Indebtedness;
 (3)    if the Refinanced Indebtedness was subordinated in right of payment to the Notes or the Guarantees, as the case may be, then such Refinancing Indebtedness, by its terms, is subordinate in right of payment to the Notes or the Guarantees, as the case may be, at least to the same extent as the Refinanced Indebtedness;
 (4)    the Refinancing Indebtedness has a Stated Maturity either (a) no earlier than the Refinanced Indebtedness being refinanced or (b) no earlier than 91 days after the maturity date of the Notes; and
 (5)    the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being refinanced that is scheduled to mature on or prior to the maturity date of the Notes.
 “ Refinancing Transactions ” shall have the meaning set forth in the Offering Memorandum.
 “ Regulated Bank ” means a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000 that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a
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 foreign bank operating pursuant to approval by and under the supervision of the Board of Governors under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction.
 “ Regulation S Legend ” means the legend identified as such in Exhibit A .
 “ Relevant Specified Rig Contract ” has the meaning set forth in clause (q) of the definition of “Asset Sale.”
 “ Responsible Financial or Accounting Officer of the Issuer ” means any one of the Chief Financial Officer (or other principal financial officer), Controller, Treasurer or Chief Accounting Officer (or other principal…