exv4w3






Exhibit 4.3



[FORM OF
NOTE]




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




NOBLE HOLDING INTERNATIONAL LIMITED

7.375% SENIOR NOTE DUE 2014

$250,000,000




CUSIP No. 65504L AA5

Issue Date: November 21, 2008




     Noble Holding International Limited, a Cayman Islands exempted company limited by shares (the
“Company”), promises to pay to CEDE & CO. or its registered assigns, the principal amount of TWO
HUNDRED FIFTY MILLION DOLLARS ($250,000,000) on March 15, 2014. This Note shall bear interest
 as specified on the reverse side of this Note. Additional provisions of this Note are set
forth on the reverse side of this Note.



 



 









 








 




          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	 	NOBLE HOLDING INTERNATIONAL LIMITED

 	 
	 	By:  	 	 
	 	 	Alan R. Hay 	 
	 	 	Director	 
	 




 









 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.



Dated: November 21, 2008




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

 	 
	 	By:  	 	 
	 	 	Julie Hoffman-Ramos 	 
	 	 	Assistant Treasurer 	 



 









 






	 	 	 	 	 



REVERSE SIDE OF THE NOTE




7.375% SENIOR NOTE DUE 2014





     1. Interest. Commencing November 21, 2008, interest on this Note will accrue at the
rate of 7.375% per annum and will be payable in cash semiannually on March 15 and September 15 of
each year, commencing March 15, 2009, to Holders of record on the close of business on the
immediately preceding March 1 and September 1.



     2. Method of Payment. Subject to the terms and conditions of the Indenture, payments
in respect of the Notes shall be made at the office or agency of the Company maintained for that
purpose in the City and State of New York. The Company will pay cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and private debts.



     3. Paying Agent and Security Registrar. Initially, The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), will act as Paying Agent and Security Registrar.
The Company may appoint and change any paying agent or security registrar without notice, other
than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may
act as Paying Agent or Security Registrar.



     4. Indenture. The Company issued the Notes under an Indenture, dated as of November
21, 2008, between the Company and the Trustee, as supplemented by a First Supplemental Indenture,
dated as of November 21, 2008, between the Company, the Trustee and Noble Corporation, as Guarantor
(collectively, the “Indenture”). The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act of 1939”). Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such
terms, and Holders are referred to the Indenture and the Trust Indenture Act of 1939 for a
statement of those terms.



     The
Notes are general unsecured obligations of the Company, initially limited to $250,000,000 aggregate
principal amount, subject to the Company’s ability to issue
additional Notes as provided in the Indenture.



     5. Redemption at the Option of the Company. No sinking fund is provided for the Notes.
The Notes will be subject to redemption at the option of the Company, in whole or in part, at any
time and from time to time, upon not less than 30 nor more than 60 days’ notice to the Holders
prior to the Redemption Date, at the Redemption Price (as defined in
the Indenture).



     If notice of redemption has been given as provided in Article Eleven of the Indenture and
funds for the redemption of any Notes called for redemption shall have been made available on the
Redemption Date referred to in such notice, such Notes will cease to bear interest on the date
fixed for such redemption specified in such notice and the only right of the Holders of the Notes
from and after the Redemption Date will be to receive payment of the Redemption Price upon
surrender of such Notes in accordance with such notice.



 









 







     6.
Tax Additional Amounts. The Company and the Guarantor shall
pay Tax  Additional Amounts, if any, as provided in the
Indenture.



     7. Denominations; Transfer; Exchange. The Notes are in registered form, without
coupons, in denominations of $1,000 of principal amount and integral multiples of $1,000. A Holder
may register the transfer of or exchange Notes in accordance with the Indenture. The Security
Registrar may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The
Company shall not be required to exchange or register a transfer of (a) any Notes for a period of
15 days next preceding the first mailing or publication of notice of redemption of Notes to be
redeemed or (b) any Notes selected, called or being called for redemption, in whole or in part,
except, in the case of any Note to be redeemed in part, the portion thereof not so to be redeemed.



     8. Persons Deemed Owners. The registered Holder of this Note may be treated as the
owner of this Note for all purposes.



     9. Unclaimed Money. The Trustee and each Paying Agent shall each return to the Company
upon written request any money held by them for the payment of any amount with respect to the Notes
that remains unclaimed for three years. After return to the Company, Holders entitled to the money
must look to the Company for payment as general creditors unless an applicable abandoned property
law designates another person.



     10. Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Notes may be amended with the written consent of the Holders of a majority in
aggregate principal amount of the Notes at the time Outstanding and (ii) certain defaults or
noncompliance with certain provisions may be waived with the written consent of the Holders of a
majority in aggregate principal amount of the Notes at the time Outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Company and the
Trustee may amend the Indenture or the Notes to cure any ambiguity, defect or inconsistency, or to
comply with Article Nine of the Indenture, or to make any change that does not adversely affect the
rights of any Holder of Notes in any material respect.



     11. Defaults and Remedies. 

     If an Event of Default
occurs relating to certain bankruptcy events as provided in the Indenture, the principal amount of and accrued
interest on the Notes shall automatically become due and payable without any action of the Trustee or the Holders
of Notes.  Except as provided in the Indenture, if any other Event of Default shall occur and be continuing,
the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then Outstanding,
by notice in writing to the Company (and to the Trustee, if given by the Holders), may declare the principal
of and accrued interest on all of the Notes and the interest, if any,
accrued thereon to be due and payable immediately.


     The Company is required to furnish to the Trustee annually a certificate as to compliance by
the Company with all conditions and covenants under the Indenture.




 









 





     12. Trustee Dealings With the Company. Subject to certain limitations imposed by the
Trust Indenture Act of 1939 and the Indenture, the Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and
collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not Trustee.



     13. No Recourse Against Others. A director, officer, employee, member or stockholder,
as such, of the Company or the Guarantor shall not have any liability for any obligations of the
Company or the payment obligations of the Guarantor under the Notes or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. By accepting a
Note, each Holder waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes and the Guarantee.



     14. Authentication. This Note shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee’s Certificate of Authentication on the other side of this Note.



     15. Defeasance, Covenant Defeasance. The Notes are subject to defeasance and covenant
defeasance as provided in the Indenture.



     16. Abbreviations. Customary abbreviations may be used in the name of a Holder of
Notes or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
custodian), and U/G/M/A (= Uniform Gift to Minors Act).



     17. Governing Law. THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF NEW YORK.



     The Company will furnish to any Holder of Notes upon written request and without charge a copy
of the Indenture. Requests may be made to: Noble Corporation, 13135 South Dairy Ashford, Suite 800,
Sugar Land, Texas 77478, Attention: Corporate Secretary.



 









 





 ASSIGNMENT



FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



 (Please insert Name, Social Security Number or other Identifying Number of Assignee)
at the following address:
 



 
(Please print or typewrite name and address, including postal zip
code, of assignee)

 this Note and all rights hereunder, hereby irrevocably constituting and appointing                                                             
Attorney to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.




	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 	 	 
	Notice: The signature(s) on this	 	 
	Assignment must correspond with the	 	 
	name(s) as written upon the face of	 	 
	this Note in every particular, without	 	 
	alteration or enlargement or any	 	 
	change whatsoever.