EX-4.1



 Exhibit 4.1 

SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT 

THIS SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 18th day of
August, 2014, among NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (the “Company”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Lenders party hereto. 

RECITALS 
 1. The Company,
Administrative Agent and Lenders are parties to that certain 364-Day Revolving Credit Agreement dated as of August 22, 2013 (as amended by that certain First Amendment to 364-Day Revolving Credit Agreement dated as of December 6, 2013 and
as otherwise amended, supplemented or modified, the “Credit Agreement”), pursuant to which the Lenders have made certain loans to and extensions of credit for the account of the Company. 

2. The Company, Administrative Agent and the Lenders party hereto desire to amend the Credit Agreement to, among other things, extend the
Commitment Termination Date to February 20, 2015, as hereinafter set forth. 
 NOW, THEREFORE, in consideration of the mutual covenants
and agreements herein contained, the Company, Administrative Agent and the Lenders party hereto hereby agree as follows: 
 ARTICLE I. —
Definitions and References 
 § 1.1. Terms Defined in the Credit Agreement. Unless the context otherwise requires or
unless otherwise expressly defined herein, capitalized terms which are defined in the Credit Agreement and which are used in this Amendment shall have the meanings given them in the Credit Agreement. 

§ 1.2. Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the
meanings assigned to them in this § 1.2. 
 “Amendment” means this Second Amendment to 364-Day
Revolving Credit Agreement. 
 “Exiting Lender” means any Person that is a Lender under the Credit Agreement
immediately prior to the execution of this Amendment and not a signatory hereto as a Lender. 
 ARTICLE II. — Amendments 

§ 2.1. Definitions. 

(a) The definition of “Anti-Corruption Laws” set forth in Section 1.1 of the Credit Agreement is hereby amended in its
entirety to read as follows: 







 “Anti-Corruption Laws” means all laws, rules, and regulations of
any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery or corruption. 
 (b)
Section 1.1 of the Credit Agreement is hereby amended by adding the following new definitions where alphabetically appropriate, which read in their entirety as follows: 

“Designated Persons” means a person or entity: (i) listed in the annex to, or otherwise the subject of
the provisions of, any executive order administered by OFAC or the U.S. Department of State or (ii) named as a “Specially Designated National and Blocked Person” or a “Foreign Sanctions Evaders” on the most current list
published by OFAC at its official website or any replacement website or other replacement official publication of such list; or is otherwise the subject of any Sanctions Laws and Regulations. 

“NHC” means Noble Holding (U.S.) Corporation, a Delaware corporation. 

“NHC Guaranty” means that certain Subsidiary Guaranty Agreement dated as of May 7, 2014 by NHC. 

“Sanctions Laws and Regulations” means economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of
the United Kingdom. 
 “Second Amendment Effective Date” means August 18, 2014. 

(c) Section 1.1 of the Credit Agreement is hereby amended by deleting the definitions of “FCPA”, “NDC”,
“NDC Guaranty”, “Sanctioned Entity” and “Sanctioned Person” set forth therein in their entirety. 

(d) The reference to “August 20, 2014” in clause (i) of the definition of “Commitment Termination Date” set
forth in Section 1.1 of the Credit Agreement is hereby amended to refer instead to “February 20, 2015”. 
 § 2.2. Use
of Proceeds. The second sentence of Section 5.5(a) of the Credit Agreement is hereby amended in its entirety to read as follows: 

The Company and its Subsidiaries shall not, and, to their knowledge, their respective officers, employees, directors and agents (in their
capacity as officers, employees, directors or agents, respectively, of the Company or any of its Subsidiaries), shall not, use the proceeds of any Borrowing (i) to fund any activities or business of or with any Designated Person, or in any
country or territory, that at the time of such funding is the subject of any sanctions under any Sanctions Laws and Regulations (on the Second Amendment Effective Date, Cuba, Iran, North Korea, Sudan, Syria and Ukraine-related), (ii) in any
other manner that would result in a material violation of any Sanctions Laws and Regulations by the Company or its Subsidiaries or (iii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or
anything else of value, to any Person in violation of any Anti-Corruption Laws. 

  
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 § 2.3. Representations and Warranties. 

(a) Section 5.7 of the Credit Agreement is hereby amended in its entirety to read as follows: 

Section 5.7. Anti-Corruption Laws; Sanctions Laws and Regulations. The Company and its Subsidiaries have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with Anti-Corruption Laws and applicable Sanctions Laws and Regulations. The Company and its Subsidiaries and, to
the knowledge of the Company and its Subsidiaries, their respective officers, employees, directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions Laws and Regulations in all material respects (for the avoidance of
doubt, this representation shall not fail to be true and correct due to any failure or failures to comply with Anti-Corruption Laws (i) that are isolated and do not evidence a pervasive or systemic pattern of violations of such laws and
regulations or a significant deficiency in the implementation of the aforesaid policies and procedures to ensure compliance by the Company and its Subsidiaries with Anti-Corruption Laws or (ii) that arise from actions or incidents that have
been publicly disclosed by the Company or disclosed in writing to the Administrative Agent (with a copy to Lenders), in each case, at least twenty (20) days prior to the Second Amendment Effective Date). Neither the Company nor any of its
Subsidiaries, or to their knowledge any of their directors or officers, or any of their respective agents acting or benefiting in any capacity in connection with this Agreement or any other Credit Document, is a Designated Person or is knowingly
engaged in any activity that could reasonably be expected to result in such Person becoming a Designated Person. No Borrowing, use of proceeds or other transaction contemplated by this Agreement will result in a violation of Anti-Corruption Laws or
applicable Sanctions Laws and Regulations by the Company or any of its Subsidiaries. 
 (b) Section 5.8 of the Credit Agreement is
hereby amended in its entirety to read as follows: 
 Section 5.8. Reserved. 

§ 2.4. Covenants. The parenthetical in Section 6.15 of the Credit Agreement is hereby amended in its entirety to read as
follows: “(including, without limitation, environmental laws, and ERISA)” and a new sentence is hereby added at the end of such Section 6.15, to read as follows: 

The Company and its Subsidiaries will maintain in effect and enforce policies and procedures designed to ensure, and which are reasonably
expected to continue to ensure, continued compliance with Anti-Corruption Laws and applicable Sanctions Laws and Regulations. 

  
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 § 2.5. NHC and NHC Guaranty. The references to “NDC” and “NDC
Guaranty” in the Credit Agreement (other than in Section 4.1 thereof) are hereby amended to refer instead to “NHC” and “NHC Guaranty”, respectively. 

§ 2.6. Exhibit 1.1A. The reference to “Exhibit 1.1A – Form of NDC Guaranty” in the Table of Contents to the Credit
Agreement and Exhibit 1.1A to the Credit Agreement are hereby deleted in their respective entireties. 
 § 2.7. Commitments; Exiting
Lenders. Each Lender’s Commitment is hereby revised to be the “Commitment” set forth opposite such Lender’s name on the Schedule of Commitments attached hereto, and the Schedule of Commitments attached to the Credit Agreement
immediately following the signature pages thereto is hereby amended and replaced in its entirety by the Schedule of Commitments attached hereto. As of the effectiveness hereof, each Exiting Lender shall cease to be a Lender and shall be released
from its obligations under the Credit Agreement. 
 ARTICLE III. — Conditions of Effectiveness 

§ 3.1. Effective Date. This Amendment shall become effective as of the date first written above when and only when the following
conditions have been satisfied or waived in accordance with Section 10.11 of the Credit Agreement: 
 (a) Administrative
Agent shall have received, at Administrative Agent’s office; 
 (i) Amendment. A counterpart of this Amendment
executed and delivered by the Company, Administrative Agent, and the Lenders party hereto; 
 (ii) Guarantor Consent.
A counterpart of the Consent and Agreement attached hereto executed and delivered by each Guarantor; 
 (iii) Company
Officer’s Certificate. Certificates of a Director, the Secretary or an Assistant Secretary of the Company containing specimen signatures of the persons authorized to execute this Amendment and the other Credit Documents to which it is a
party on the Company’s behalf or any other documents provided for herein or therein, together with (x) copies of resolutions of the Board of Directors or other appropriate body of the Company authorizing the execution and delivery of this
Amendment and the other Credit Documents to which the Company is a party, (y) copies of the Company’s memorandum of association and articles of association and other publicly filed organizational documents in its jurisdiction of
incorporation and bylaws and other governing documents, if any, and (z) a certificate of incorporation and a certificate of good standing from the appropriate governing agency of the Company’s jurisdiction of incorporation; 

  
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 (iv) Guarantor Officers’ Certificates. Certificates of the Secretary
or an Assistant Secretary of NHC and a Director of NHIL containing specimen signatures of the persons authorized to execute the Consent and Agreement attached hereto and the Credit Documents to which NHC or NHIL is a party on NHC’s and
NHIL’s behalf or any other documents provided for herein or therein, together with (x) copies of resolutions of the Board of Directors or other appropriate body of NHC and NHIL authorizing the execution and delivery of the Consent and
Agreement attached hereto and the Credit Documents to which NHC or NHIL is a party, (y) copies of NHIL’s memorandum of association and articles of association and other publicly filed organizational documents in its jurisdiction of
incorporation and copies of NHC’s bylaws and other governing documents, if any, and (z) a certificate of incorporation and a certificate of good standing from the appropriate governing agency of NHC’s and NHIL’s jurisdictions of
incorporation; 
 (v) Regulatory Filings and Approvals. Copies of all necessary governmental and third party
approvals, registrations, and filings in respect of the transactions contemplated by this Amendment and the other Credit Documents, and, to the extent requested by any Lender, documentation and other information required by regulatory authorities
under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act; 

(vi) Closing Certificate. Certificate of a Director, the President or a Vice President of the Company as to the
satisfaction of all conditions set forth in Section 3.1(b) and (c); and 
 (b) Each of the representations and
warranties of the Company set forth in Section 4.1 herein shall be true and correct in all material respects as of the date hereof, except to the extent that any such representation or warranty relates solely to an earlier date, in which case
it shall have been true and correct in all material respects as of such earlier date; 
 (c) No Default or Event of Default
shall have occurred and be continuing; and 
 (d) On or before the date hereof, the Lenders, Administrative Agent and J.P.
Morgan Securities LLC, as the lead arranger (the “Lead Arranger”), shall have received all fees and all reasonable out-of-pocket expenses then due and owing to Administrative Agent, the Lenders, and the Lead Arranger pursuant to the
Credit Agreement or as otherwise agreed in writing by the Company. 
 ARTICLE IV. — Representations and Warranties 

§ 4.1. Representations and Warranties of Company. In order to induce Administrative Agent and Lenders to enter into this
Amendment, Company represents and warrants to Administrative Agent and each Lender on the date hereof that: 
 (a) Each of
the representations and warranties of the Company and its Subsidiaries set forth in the Credit Agreement and in the other Credit Documents are true and correct in all material respects as of the date hereof after giving effect to this Amendment,
except as a result of the transactions expressly permitted hereunder or thereunder and except to the extent that any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material
respects as of such earlier date; 

  
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 (b) No Default or Event of Default has occurred and is continuing as of the date
hereof or would occur immediately after giving effect to this Amendment; 
 (c) Each of the Credit Parties has the
organizational power and authority to execute, deliver and carry out the terms and provisions of this Amendment to the extent a party hereto and has taken all necessary company action to authorize the execution, delivery and performance hereof. Each
of the Credit Parties has duly executed and delivered this Amendment to the extent a party hereto and such Amendment constitutes the legal, valid and binding obligation of such Credit Party to the extent a party hereto enforceable against it in
accordance with its terms, subject as to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and equitable principles; 

(d) Neither the execution, delivery or performance by any Credit Party of this Amendment to the extent a party hereto nor
compliance by it with the terms and provisions thereof, nor the consummation by it of the transactions contemplated herein or therein, will (i) contravene in any material respect any applicable provision of any law, statute, rule or regulation,
or any applicable order, writ, injunction or decree of any court or governmental instrumentality, (ii) conflict with or result in any breach of any term, covenant, condition or other provision of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien other than any Permitted Lien upon any of the property or assets of such Credit Party or any of its Subsidiaries under, the terms of any material contractual obligation to
which such Credit Party or any of its Subsidiaries is a party or by which they or any of their properties or assets are bound or to which they may be subject, or (iii) violate or conflict with any provision of the memorandum of association and
articles of association, charter, articles or certificate of incorporation, partnership or limited liability company agreement, by-laws, or other applicable governance documents of such Credit Party or any of its Subsidiaries; and 

(e) As of the date hereof, all consents and approvals of, and filings and registrations with, and all other actions of, all
governmental agencies, authorities or instrumentalities required to have been obtained or made by the Credit Parties in order to execute, deliver and perform this Amendment to the extent a party hereto, have been or will have been obtained or made
and are or will be in full force and effect. 
 ARTICLE V. — Miscellaneous 

§ 5.1. Ratification of Agreements. The Credit Agreement, as hereby amended, is hereby ratified and confirmed in all respects. The
Credit Documents, as they may be amended or affected by this Amendment, are hereby ratified and confirmed in all respects by each Credit Party to the extent a party hereto. Any reference to the Credit Agreement in any Credit Document shall be deemed
to refer to this Amendment also. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a 

  
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waiver of any right, power or remedy of Administrative Agent, any Issuing Bank or any Lender under the Credit Agreement or any other Credit Document nor constitute a waiver of any provision of
the Credit Agreement or any other Credit Document. As of the date of this Amendment neither the Company nor any Guarantor is aware of any basis for the Company or any Guarantor to make any claim against Administrative Agent or any Lender related to
the Credit Agreement. 
 § 5.2. Survival of Representations. All representations and warranties contained in this Amendment or
made in writing by or on behalf of the Company in connection herewith shall survive the execution and delivery of this Amendment, and shall continue in full force and effect with respect to the date as of which they were made as long as any
Obligation (other than indemnification obligations and other contingent indemnification obligations for which no claims has been made as at any time of determination) is outstanding under the Credit Agreement or any Commitment thereunder is in
effect. 
 § 5.3. Credit Documents. This Amendment is a Credit Document, and all provisions in the Credit Agreement pertaining
to Credit Documents apply hereto. 
 § 5.4. Governing Law. THIS AMENDMENT, AND THE RIGHTS AND DUTIES OF THE PARTIES THERETO,
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. 
 § 5.5. Execution in
Counterparts. This Amendment may be executed in any number of counterparts, and by different parties on different counterpart signature pages, each of which when executed shall be deemed an original, but all such counterparts taken together
shall constitute one and the same agreement. This Amendment may be validly executed by facsimile or other electronic transmission. 
 §
5.6. ENTIRE AGREEMENT. THIS WRITTEN AGREEMENT TOGETHER WITH THE OTHER CREDIT DOCUMENTS REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
 [Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, this Amendment is executed and effective as of the date first written above.

  

			
	NOBLE CORPORATION, a Cayman Islands
exempted company limited by shares, as Borrower
		
	By:	 	/s/ Alan R. Hay
		 	  

	Name:	 	Alan R. Hay
	Title:	 	Director
	
	 JPMORGAN CHASE BANK, N.A.,
 as
Administrative Agent and a Lender

		
	By:	 	/s/ Muhammad Hasan
		 	  

	Name:	 	Muhammad Hasan
	Title:	 	Vice President
	
	BARCLAYS BANK PLC, Lender
		
	By:	 	/s/ Vanessa Kurbatskiy
		 	  

	Name:	 	Vanessa Kurbatskiy
	Title:	 	Vice President
	
	CITIBANK, N.A., Lender
		
	By:	 	/s/ Ivan Davey
		 	  

	Name:	 	Ivan Davey
	Title:	 	Vice President
	
	DEUTSCHE BANK AG NEW YORK BRANCH,
	Lender
		
	By:	 	/s/ Virginia Cosenza
		 	  

	Name:	 	Virginia Cosenza
	Title:	 	Vice President
		
	By:	 	/s/ Andreas Neumeier
		 	  

	Name:	 	Andreas Neumeier
	Title:	 	Managing Director


 Second Amendment to 364-Day Facility 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, Lender
		
	By:	 	 /s/ T. Alan Smith

	Name:	 	T. Alan Smith
	Title:	 	Managing Director
	
	BNP PARIBAS, Lender
		
	By:	 	 /s/ Ann Rhoads

	Name:	 	Ann Rhoads
	Title:	 	Managing Director
		
	By:	 	 /s/ Sriram Chandrasekaran

	Name:	 	Sriram Chandrasekaran
	Title:	 	Director
	
	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, Lender
		
	By:	 	 /s/ Page Dillehunt

	Name:	 	Page Dillehunt
	Title:	 	Managing Director
		
	By:	 	 /s/ Ting Lee

	Name:	 	Ting Lee
	Title:	 	Director
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, Lender
		
	By:	 	 /s/ Nupur Kumar

	Name:	 	Nupur Kumar
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Sam Miller

	Name:	 	Sam Miller
	Title:	 	Authorized Signatory



  
 Second Amendment to
364-Day Facility 








 
			
	
	HSBC BANK USA, N.A., Lender
		
	By:	 	 /s/ Steven Smith

	Name:	 	Steven Smith
	Title:	 	Director
	
	SUNTRUST BANK, Lender
		
	By:	 	 /s/ Chulley Bogle

	Name:	 	Chulley Bogle
	Title:	 	Vice President
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	Lender
		
	By:	 	 /s/ Andrew Oram

	Name:	 	Andrew Oram
	Title:	 	Managing Director
	
	DNB CAPITAL LLC, Lender
		
	By:	 	 /s/ Cathleen Buckley

	Name:	 	Cathleen Buckley
	Title:	 	Senior Vice President
		
	By:	 	 /s/ Florianne Robin

	Name:	 	Florianne Robin
	Title:	 	First Vice President
	
	MIZUHO BANK, LTD, Lender
		
	By:	 	 /s/ Leon Mo

	Name:	 	Leon Mo
	Title:	 	Authorized Signatory



  
 Second Amendment to
364-Day Facility 








 
			
	STANDARD CHARTERED BANK, Lender
		
	By:	 	/s/ Steven Aloupis
	Name:	 	Steven Aloupis
	Title:	 	Managing Director
		
	By:	 	/s/ Hsing H. Huang
	Name:	 	Hsing H. Huang
	Title:	 	Associate Director



  
 Second Amendment to
364-Day Facility 








 CONSENT AND AGREEMENT 

Each undersigned Guarantor hereby (i) consents to the provisions of this Amendment, (ii) ratifies and confirms its Guaranty of the
Obligations, (iii) agrees that all of its respective obligations and covenants under such Guaranty shall remain unimpaired by the execution and delivery of this Amendment, and (iv) agrees that such Guaranty shall remain in full force and
effect. 
  

			
	NOBLE HOLDING INTERNATIONAL LIMITED
		
	By:	 	/s/ Alan R. Hay
		 	Name: Alan R. Hay
		 	Title: Director
	
	NOBLE HOLDING (U.S.) CORPORATION
		
	By:	 	/s/ Dennis J. Lubojacky
		 	Name: Dennis J. Lubojacky
		 	Title: President



  
 Second Amendment to
364-Day Facility 








 COMMITMENTS 
  

									
	 Lender
	  	Commitment	 	  	Percentage*	 
	 JPMorgan Chase Bank, N.A.
	  	$	59,000,000	  	  	 	9.8333333333	% 
	 Barclays Bank PLC
	  	$	59,000,000	  	  	 	9.8333333333	% 
	 Citibank, N.A.
	  	$	59,000,000	  	  	 	9.8333333333	% 
	 Deutsche Bank AG New York Branch
	  	$	59,000,000	  	  	 	9.8333333333	% 
	 Wells Fargo Bank, National Association
	  	$	59,000,000	  	  	 	9.8333333333	% 
	 BNP Paribas
	  	$	39,000,000	  	  	 	6.5000000000	% 
	 Credit Agricole Corporate & Investment Bank
	  	$	39,000,000	  	  	 	6.5000000000	% 
	 Credit Suisse AG, Cayman Islands Branch
	  	$	39,000,000	  	  	 	6.5000000000	% 
	 HSBC Bank USA, N.A.
	  	$	39,000,000	  	  	 	6.5000000000	% 
	 SunTrust Bank
	  	$	39,000,000	  	  	 	6.5000000000	% 
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	$	35,000,000	  	  	 	5.8333333333	% 
	 DNB Capital LLC
	  	$	25,000,000	  	  	 	4.1666666667	% 
	 Mizuho Bank, LTD
	  	$	25,000,000	  	  	 	4.1666666667	% 
	 Standard Chartered Bank
	  	$	25,000,000	  	  	 	4.1666666667	% 
	 TOTAL
	  	$	600,000,000	  	  	 	100.0000000000	% 

  

	*	Rounded to 10 decimal places 


  
 Second Amendment to
364-Day Facility