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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 22, 2024
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in
its charter)
Bermuda |
|
001-32657 |
|
98-0363970 |
(State or Other Jurisdiction of Incorporation or Organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
Crown House 4 Par-la-Ville Road Second Floor Hamilton, HM08 Bermuda |
|
N/A |
(Address of principal executive offices) |
|
(Zip Code) |
(441) 292-1510
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which
registered |
Common shares |
|
NBR |
|
NYSE |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on July 17,
2024, Nabors Industries, Inc. (“NII”) entered into a purchase agreement (the “Purchase Agreement”) under which
NII agreed to sell $550 million aggregate principal amount of its 8.875% Senior Guaranteed Notes due 2031 (the “Notes”) to
Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc and Morgan Stanley
& Co. LLC (the “Initial Purchasers”). The Notes are fully and unconditionally guaranteed by Nabors Industries Ltd. (“NIL”)
and the following of its indirect wholly-owned subsidiaries, including Nabors Drilling Holdings Inc., Nabors International Finance Inc.,
Nabors Lux Finance 1, Nabors Global Holdings Limited and Nabors Holdings Ltd. (collectively, the “Note Guarantors”). The closing
of the sale of the Notes occurred on July 22, 2024. NII received net proceeds, after deducting offering commissions and other expenses
payable by NII, of approximately $540.7 million. Nabors intends to use the net proceeds from this offering along with cash on hand, to
fund NII’s redemption in full the $555.9 million in principal amount outstanding 7.25% Senior Guaranteed Notes due 2026.
NII sold the Notes to the Initial Purchasers
in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”). The Initial Purchasers then sold the Notes to (i) qualified institutional buyers pursuant to the exemption from registration
provided by Rule 144A and (ii) pursuant to Regulation S under the Securities Act. NII relied on these exemptions from registration based
in part on representations made by the Initial Purchasers in the Purchase Agreement.
The Notes are governed by an indenture,
dated as of July 22, 2024 (the “Indenture”), among NII, as issuer, the Note Guarantors, as guarantors, and Wilmington Trust,
National Association, as trustee.
The Notes will bear interest at an annual
rate of 8.875%. The Notes will mature on August 15, 2031.
The Indenture includes covenants customary
for transactions of this type that, subject to significant exceptions, limit the ability of NIL and its subsidiaries to, among other things,
incur certain liens or enter into sale and leaseback transactions. The Indenture also contains a limitation on certain of NIL’s
subsidiaries’ ability to incur debt or guarantee debt of NIL, subject to significant exceptions. In the event of a Change of Control
Triggering Event (as defined in the Indenture) with respect to the Notes, the holders of the Notes may require NII to purchase all or
a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes so purchased, plus accrued and unpaid
interest, if any.
Prior to August 15, 2027, NII may redeem
the Notes, in whole or in part, at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued
and unpaid interest, if any. On or after August 15, 2027, NII may redeem the Notes, in whole or in part, at specified prices that decline
over time, plus accrued and unpaid interest, if any. In addition, NII may use the net cash proceeds of one or more equity offerings to
redeem up to 35% of the aggregate principal amount of Notes prior to August 15, 2027, at a price equal to 108.875% of the principal amount
thereof plus accrued and unpaid interest, if any.
The Notes will be senior unsecured obligations
of NII and will rank pari passu in right of payment with all of NII’s existing and future senior obligations. The guarantees of
the Notes will be senior unsecured obligations of the Note Guarantors and will rank pari passu in right of payment with all of the Note
Guarantors’ existing and future senior obligations. The Notes and the guarantees will have the same obligors as, and will therefore
effectively rank pari passu with, NIL’s 7.25% Senior Guaranteed Notes due 2026 and 7.50% Senior Guaranteed Notes due 2028.
A copy of the Indenture is included
in this Form 8-K as Exhibit 4.1 and incorporated herein by reference. The summary description of the Indenture in this report is qualified
in its entirety by reference to Exhibit 4.1.
Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01
above regarding the issuance of the Notes is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
NABORS INDUSTRIES LTD. |
|
|
|
Date: July 22, 2024 |
By: |
/s/ Mark D. Andrews |
|
|
Name: Mark D. Andrews |
|
|
Title: Corporate Secretary |
Exhibit 4.1
Execution Version
NABORS INDUSTRIES, INC.
as Issuer,
the Guarantors Party Hereto,
as Guarantors,
and
WILMINGTON TRUST, NATIONAL ASSOCIATION
as Trustee
INDENTURE
Dated as of July 22, 2024
8.875% Senior Guaranteed Notes due 2031
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. |
Definitions |
1 |
SECTION 1.02. |
Other Definitions |
10 |
SECTION 1.03. |
Trust Indenture Act |
11 |
SECTION 1.04. |
Rules of Construction |
11 |
ARTICLE II
THE SECURITIES
SECTION 2.01. |
Form and
Dating |
11 |
SECTION 2.02. |
Execution and Authentication |
12 |
SECTION 2.03. |
Registrar and Paying
Agent |
13 |
SECTION 2.04. |
Paying Agent to Hold
Money in Trust |
14 |
SECTION 2.05. |
Holder Lists |
14 |
SECTION 2.06. |
Transfer and Exchange |
14 |
SECTION 2.07. |
Replacement Securities |
26 |
SECTION 2.08. |
Outstanding Securities |
27 |
SECTION 2.09. |
[Reserved] |
27 |
SECTION 2.10. |
Temporary Securities |
27 |
SECTION 2.11. |
Cancellation |
27 |
SECTION 2.12. |
Defaulted Interest |
27 |
SECTION 2.13. |
Persons Deemed Owners |
28 |
SECTION 2.14. |
CUSIP Numbers |
28 |
ARTICLE III
COVENANTS
SECTION 3.01. |
Payment
of Securities |
29 |
SECTION 3.02. |
Maintenance of Office
or Agency |
29 |
SECTION 3.03. |
SEC Reports; Financial
Statements |
29 |
SECTION 3.04. |
Compliance Certificate |
30 |
SECTION 3.05. |
Corporate Existence |
30 |
SECTION 3.06. |
Waiver of Stay, Extension
or Usury Laws |
31 |
SECTION 3.07. |
Limitation on Liens |
31 |
SECTION 3.08. |
Payment of Additional
Amounts |
33 |
SECTION 3.09. |
Limitations on Sale
and Lease-Back Transactions |
36 |
SECTION 3.10. |
Change of Control
Offer |
36 |
SECTION 3.11. |
Limitations on Subsidiary Debt |
39 |
ARTICLE IV
CONSOLIDATION, MERGER AND SALE
SECTION 4.01. |
Limitation
on Mergers and Consolidations |
42 |
SECTION 4.02. |
Successors Substituted |
42 |
ARTICLE V
DEFAULTS AND REMEDIES
SECTION 5.01. |
Events
of Default |
42 |
SECTION 5.02. |
Acceleration |
44 |
SECTION 5.03. |
Other Remedies |
45 |
SECTION 5.04. |
Waiver of Existing
Defaults |
45 |
SECTION 5.05. |
Control by Majority |
45 |
SECTION 5.06. |
Limitations on Suits |
46 |
SECTION 5.07. |
Rights of Holders
to Receive Payment |
46 |
SECTION 5.08. |
Collection Suit by
Trustee |
46 |
SECTION 5.09. |
Trustee May File
Proofs of Claim |
47 |
SECTION 5.10. |
Priorities |
47 |
SECTION 5.11. |
Undertaking for Costs |
47 |
ARTICLE VI
TRUSTEE
SECTION 6.01. |
Duties
of Trustee |
48 |
SECTION 6.02. |
Rights of Trustee |
49 |
SECTION 6.03. |
Individual Rights
of Trustee |
50 |
SECTION 6.04. |
Trustee’s Disclaimer |
50 |
SECTION 6.05. |
Notice of Defaults |
50 |
SECTION 6.06. |
[Reserved] |
51 |
SECTION 6.07. |
Compensation and
Indemnity |
51 |
SECTION 6.08. |
Replacement of Trustee |
52 |
SECTION 6.09. |
Successor Trustee
by Merger, etc |
53 |
SECTION 6.10. |
Eligibility; Disqualification |
53 |
ARTICLE VII
DISCHARGE OF INDENTURE
SECTION 7.01. |
Termination
of Company’s and Guarantors’ Obligations |
53 |
SECTION 7.02. |
Application of Trust
Money |
57 |
SECTION 7.03. |
Repayment to Company |
57 |
SECTION 7.04. |
Reinstatement |
57 |
ARTICLE VIII
AMENDMENTS
SECTION 8.01. |
Without
Consent of Holders |
58 |
SECTION 8.02. |
With Consent of Holders |
59 |
SECTION 8.03. |
[Reserved] |
60 |
SECTION 8.04. |
Revocation and Effect
of Consents |
60 |
SECTION 8.05. |
Notation on or Exchange
of Securities |
61 |
SECTION 8.06. |
Trustee to Sign Amendments,
etc |
61 |
ARTICLE IX
GUARANTEES OF SECURITIES
SECTION 9.01. |
Unconditional
Guarantees |
61 |
SECTION 9.02. |
Execution and Delivery
of Notation of Guarantees |
63 |
SECTION 9.03. |
Guarantors May Consolidate, etc.,
on Certain Terms |
64 |
SECTION 9.04. |
Luxembourg:
Guarantee Limitation |
64 |
SECTION 9.05. |
Releases |
65 |
ARTICLE X
REDEMPTION
SECTION 10.01. |
Notices
to Trustee |
65 |
SECTION 10.02. |
Selection of Securities
to be Redeemed |
66 |
SECTION 10.03. |
Notices to Holders |
66 |
SECTION 10.04. |
Effect of Notices
of Redemption |
67 |
SECTION 10.05. |
Deposit of Redemption
Price |
67 |
SECTION 10.06. |
Securities Redeemed
in Part |
67 |
SECTION 10.07. |
Optional Redemption |
68 |
SECTION 10.08. |
Tax Redemption |
68 |
ARTICLE XI
MISCELLANEOUS
SECTION 11.01. |
[Reserved] |
69 |
SECTION 11.02. |
Notices |
69 |
SECTION 11.03. |
[Reserved] |
70 |
SECTION 11.04. |
Certificate and Opinion
as to Conditions Precedent |
71 |
SECTION 11.05. |
Statements Required
in Certificate or Opinion |
71 |
SECTION 11.06. |
Rules by Trustee
and Agents |
71 |
SECTION 11.07. |
Legal Holidays |
71 |
SECTION 11.08. |
No Recourse Against
Others |
71 |
SECTION 11.09. |
Governing Law; Jury
Trial Waiver |
72 |
SECTION 11.10. |
Consent to Jurisdiction
and Service of Process |
72 |
SECTION 11.11. |
Waiver of Immunity |
72 |
SECTION 11.12. |
Judgment Currency |
73 |
SECTION 11.13. |
No Adverse Interpretation
of Other Agreements |
73 |
SECTION 11.14. |
Successors |
73 |
SECTION 11.15. |
Severability |
73 |
SECTION 11.16. |
Counterpart Originals |
73 |
SECTION 11.17. |
U.S.A. Patriot Act |
73 |
SECTION 11.18. |
Force Majeure |
74 |
SECTION 11.19. |
Table of Contents,
Headings, etc |
74 |
EXHIBITS |
|
|
|
|
|
EXHIBIT A |
Form of Security |
A-1 |
EXHIBIT B |
Form of Certificate
of Transfer |
B-1 |
EXHIBIT C |
Form of Certificate of Exchange |
C-1 |
THIS INDENTURE dated as of
July 22, 2024, is among Nabors Industries, Inc. a Delaware corporation (the “Company”), the Guarantors (as defined
hereinafter) and Wilmington Trust, National Association, a national banking association as trustee (the “Trustee”).
Each
party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined hereinafter)
of (i) $550,000,000 in aggregate principal amount of the Company’s 8.875% Senior Guaranteed Notes due 2031 issued on
the date hereof (the “Initial Securities”) and (ii) any Additional Securities (as defined herein) issued by the Company
hereafter:
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. Definitions.
“144A Global Security”
means a Global Security substantially in the form of Exhibit A hereto, bearing the Global Security Legend and the Private Placement
Legend, that has the Schedule of Exchanges of Interests in the Global Security attached thereto, and that is deposited with the Securities
Custodian, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal
amount of the Securities initially sold in reliance on Rule 144A.
“Additional Securities”
means with respect to the Securities, any Securities (other than the Initial Securities) issued under this Indenture in accordance with
Section 2.02, as part of the same series of debt securities as the Initial Securities to the extent then outstanding.
“Affiliate” of
any specified Person means any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control
with, such specified Person. For purposes of this definition, “control” of a Person means 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, and
the terms “controlling” and “controlled” shall have meanings correlative to the foregoing. The Trustee may request
and may conclusively rely upon an Officer’s Certificate to determine whether any Person is an Affiliate of any specified Person.
“Agent” means
any Registrar or Paying Agent.
“Aggregate Debt”
means the sum of the following as of the date of determination: (1) the then outstanding aggregate principal amount of the Debt
of Nabors Bermuda and its Subsidiaries secured by mortgages not permitted by clauses (a) through (o) of Section 3.07;
(2) the then outstanding aggregate principal amount of all Debt of the Subsidiaries of Nabors Bermuda not permitted by clauses (i) through
(vii) or clauses (ix) through (xiv) of Section 3.11(a) without double counting in this clause (2) to the
extent that such Debt is included in clause (1) or (3) of this definition; and (3) the then existing Attributable Debt
of Nabors Bermuda and its Subsidiaries in respect of Sale and Lease-Back Transactions incurred under Section 3.09(e)(2) without
double counting to the extent that the Debt relating thereto is included in clause (1) or (2) of this definition.
“Applicable
Premium” means, with respect to a Security, the greater of: (1) 1.0% of the principal amount of such Security and (2) the
excess, if any of (a) the present value at such Redemption Date of (i) the redemption price of such Security at August 15,
2027 (such redemption price being set forth in the table in Section 10.07(a)) plus (ii) all required interest payments, if
any, due on such Security through August 15, 2027 (excluding accrued but unpaid interest to such Redemption Date), computed using
a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points, over (b) the then outstanding principal
amount of such Security. The Company shall calculate the Applicable Premium, and the Trustee shall have no duty to calculate or verify
the Company’s calculation.
“Applicable Procedures”
means, with respect to any transfer or exchange of or for beneficial interests in any Global Security or any selection of Securities
for redemption, the rules and procedures of the Depositary, Euroclear or Clearstream that apply to such transaction.
“Attributable Debt”
means, with respect to any Sale and Lease-Back Transaction as of any particular time, the present value discounted at the rate of interest
implicit in the terms of the lease of the obligations of the lessee under such lease for net rental payments during the remaining term
of the lease.
“Bankruptcy Law”
means Title 11, U.S. Code or any similar U.S. or State law or any similar foreign law for the relief of debtors.
“Board of Directors”
of any Person means the board of directors, board of managers or other comparable governing body of such Person or any committee thereof
or committee of officers duly authorized, with respect to any particular matter, to act by or on behalf of the board of directors of
such Person.
“Business Day”
means any day that is not a Legal Holiday.
“Capital Stock”
means (i) in the case of a corporation or a company, corporate stock or shares; (ii) in the case of an association or business
entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (iv) any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.
“Clearstream”
means Clearstream Banking, société anonyme or any successor securities clearing agency.
“Code” means
the Internal Revenue Code of 1986, as amended, and any successor statute.
“Company” means
the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.
“Consolidated Net Tangible
Assets” means the total assets of Nabors Bermuda and its Subsidiaries as of the most recent fiscal quarter end for which a consolidated
balance sheet of Nabors Bermuda and its Subsidiaries is available, minus all current liabilities (excluding the current portion of any
long-term debt) of Nabors Bermuda and its Subsidiaries reflected on such balance sheet and minus total goodwill and other intangible
assets of Nabors Bermuda and its Subsidiaries reflected on such balance sheet, all calculated on a consolidated basis in accordance with
GAAP.
“Continuing Director”
means, as of any date of determination, any member of the Board of Directors of Nabors Bermuda who: (1) was a member of such Board
of Directors (a) on the date of the original issuance of the Initial Securities or (b) for at least two consecutive years;
or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote
or by approval of Nabors Bermuda’s proxy statement in which such member was named as a nominee for election as a director, without
objection to such nomination).
“Corporate Trust Office”
means the office of the Trustee at its address specified in Section 11.02 and may be located at such other address as the Trustee
may give notice to the Company in writing and in accordance with Section 11.02 or such other address as a successor Trustee may
designate from time to time by notice to the Company.
“Credit Agreement”
means that certain Amended and Restated Credit Agreement, dated as of June 17, 2024, among the Company, Nabors Bermuda, the other
guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent, as amended, restated, modified, supplemented,
extended, renewed, refunded, replaced or refinanced in whole or in part from time to time.
“Credit Facilities”
means one or more debt facilities, including the Credit Agreement, or other financing arrangements (including, without limitation, commercial
paper facilities), providing for revolving credit loans, term loans, letters of credit, debt securities or other long-term indebtedness
including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any
amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities
or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments
thereunder, including any such replacement, refunding or refinancing facility that increases the amount permitted to be borrowed thereunder
or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 3.11) or adds Subsidiaries
as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.
“Currency Rate Protection
Agreement” means any foreign currency exchange and future agreements, arrangements and options designed to protect against or manage
fluctuations in currency exchange rates.
“Custodian” means
any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
“Default” means
any event, act or condition that is, or after notice or the passage of time or both would be, an Event of Default.
“Definitive Security”
means a certificated Security registered in the name of the Holder thereof and issued in accordance with Section 2.06, substantially
in the form of Exhibit A hereto, except that such Security shall not bear the Global Security Legend and shall not have the “Schedule
of Exchanges of Securities” attached thereto.
“Depositary”
means The Depository Trust Company and its successors.
“Disqualified Stock”
means any equity interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable,
in each case, at the option of the holder of the equity interest), or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the equity interest, in whole or in
part, on or prior to the date that is 91 days after the date on which the Securities mature. Notwithstanding the preceding sentence,
any equity interest that would constitute Disqualified Stock solely because the holders of the equity interest have the right to require
Nabors Bermuda to repurchase such equity interest upon the occurrence of a change of control or an asset sale will not constitute Disqualified
Stock.
“Equity Offering”
means any public or private sale of common shares or preferred shares (other than Disqualified Stock) of Nabors Bermuda, other than:
(1) public offerings of common shares registered on Form S-4 or Form S-8 or successor form thereto and (2) issuances
to any Subsidiary of the Nabors Bermuda.
“Euroclear” means
Euroclear Bank NV/SA or any successor securities clearance agency.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and any successor statute.
“Existing Guaranteed
Notes” means Nabors Bermuda’s 7.50% Guaranteed Notes due 2028.
“Existing Senior Priority
Guaranteed Notes” means the (i) Company’s 7.375% Senior Priority Guaranteed Notes due 2027 and (ii) the Company’s
9.125% Senior Priority Guaranteed Notes due 2030.
“Fitch” means
Fitch Inc., a subsidiary of Fimalac, S.A., and its successors.
“Foreign Guarantors”
means each of (i) Nabors Bermuda, (ii) Nabors Holdings Ltd., a Bermuda exempted company, (iii) Nabors Lux Finance 1, a
private limited liability company (société à responsabilité limitée) established and existing
under the laws of the Grand Duchy of Luxembourg having its registered office at 8-10 Avenue de la Gare, L-1610 Luxembourg, and registered
with the Luxembourg Trade and Companies Register under number B 153.636, and (iv) Nabors Global Holdings Limited, a private limited
liability company (société à responsabilité limitée) established and existing under the laws
of the Grand Duchy of Luxembourg, having its registered office at 8-10 Avenue de la Gare, L-1610 Luxembourg, and registered with the
Luxembourg Trade and Companies Register under number B 155.086.
“Funded Debt”
means indebtedness for money borrowed which by its terms matures at, or is extendible or renewable at the option of the obligor to, a
date more than twelve months after the date of creation of such indebtedness.
“GAAP” means
generally accepted accounting principles in the United States of America, as in effect from time to time.
“Global Securities”
means, individually and collectively, each of the Restricted Global Securities and the Unrestricted Global Securities.
“Global Security Legend”
means the legend set forth in Section 2.06(g)(2) which is required to be placed on all Global Securities issued under this
Indenture.
“Guarantor” means
each Person executing this Indenture as a Guarantor and who subsequently becomes a Guarantor pursuant to the terms hereof. On the Issue
Date, the Guarantors include: (i) Nabors Bermuda, and (ii) the Upper Tier Notes Guarantors.
“Holder” means
a Person in whose name a Security is registered on the Registrar’s books.
“Indenture” means
this Indenture as amended or supplemented from time to time.
“Indirect Participant”
means a Person who holds a beneficial interest in a Global Security through a Participant.
“Interest Payment Date”
has the meaning assigned to such term in the Securities.
“Interest Rate Protection
Agreement” means any interest rate swap, interest rate cap, interest rate collar, or other interest rate hedging agreement or arrangement
designed to protect against fluctuations in interest rates.
“Investment Grade”
means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s); a rating
of BBB- or better by S&P (or its equivalent under any successor rating category of S&P); a rating of BBB- or better by Fitch
(or its equivalent under any successor rating category of Fitch); and the equivalent investment grade rating from any replacement Rating
Agency or Agencies appointed by the Company.
“Issue Date”
means the first date on which the Securities are issued under this Indenture.
“Legal Holiday”
means a Saturday, a Sunday or a day on which banking institutions in any of New York, New York, Houston, Texas or a place of payment
are authorized or obligated by law, regulation or executive order to remain closed.
“Maturity” when
used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise.
“Moody’s”
means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.
“Nabors Bermuda”
means Nabors Industries Ltd., a Bermuda exempted company.
“Non-Guaranteed Debt”
means Debt for which the Company is (i) the obligor and is not guaranteed by any other Guarantor or (ii) the sole guarantor.
“Non-U.S. Person”
means a Person who is not a U.S. Person.
“Offering Memorandum”
means the Offering Memorandum of the Company, dated July 17, 2024, relating to the offering of the Initial Securities.
“Officer” means
the Chairman of the Board, the Chief Executive Officer, the President, any Vice Chairman of the Board, any Vice President, the Chief
Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant
Secretary of a Person.
“Officer’s Certificate”
means a certificate signed by an Officer of a Person that complies with Sections 11.04 and 11.05 of this Indenture and is delivered to
the Trustee.
“Opinion of Counsel”
means a written opinion from legal counsel who is acceptable to the Trustee that complies with Sections 11.04 and 11.05 of this Indenture.
Such counsel may be an employee of or counsel to the Company, the Guarantors or the Trustee.
“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream,
respectively (and, with respect to DTC, shall include Euroclear and Clearstream).
“Permitted Accounts
Receivables Sales Facility” shall mean any transaction in which Nabors Bermuda or a Subsidiary thereof sells or otherwise transfers,
in each case on a non-recourse basis to Nabors Bermuda or such Subsidiary (provided that transactions that provide customary limited
for recourse against Nabors Bermuda or a Subsidiary thereof only for breaches related to the assets sold or financed, rather than matters
of credit quality, shall be deemed to be non-recourse for purposes hereof), any accounts receivable (whether now existing or arising
in the future) and any assets related thereto including, without limitation, all books and records relating to such accounts receivable,
all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable,
rights with respect to returned goods the sale or lease of which gave rise to such accounts receivable, insurance thereon, proceeds of
all of the foregoing and lockboxes and bank accounts into which collections thereon are deposited, and other assets which are customarily
transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving
accounts receivable (a) to one or more third party purchasers or (b) to a special purpose entity that borrows against such
accounts receivable (or undivided interests therein) and related assets or issues securities payable from (or representing interests
in) payments in respect of such accounts receivable and related assets or sells such accounts receivable (or undivided interests therein)
and related assets to one or more third party purchasers, whether or not amounts received in connection with the sale or other transfer
of such accounts receivable and related assets to an entity referred to in clause (a) or (b) above would under GAAP be accounted
for as liabilities on a consolidated balance sheet of Nabors Bermuda. The amount of any Permitted Accounts Receivables Sales Facility
shall be deemed at any time to be the aggregate outstanding principal or stated amount of the borrowings, securities or residual obligations
under a sale, in each case referred to in clause (b) of the preceding sentence, or if there shall be no such principal or stated
amount, the uncollected amount of the accounts receivable transferred to such third party purchaser(s) pursuant to such Permitted
Accounts Receivables Sales Facility net of any such accounts receivable that have been written off as uncollectible.
“Person” means
any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited
liability company, government or any agency or political subdivision thereof or any other entity.
“Private Placement
Legend” means the legend set forth in Section 2.06(g)(1)(A) which is required to be placed on all Securities issued under
this Indenture except where otherwise permitted by the provisions of this Indenture.
“QIB” means a
“qualified institutional buyer” as defined in Rule 144A.
“Rating Agency”
means each of Moody’s, S&P and Fitch; provided, that if any of Moody’s, S&P and Fitch ceases to rate the Securities
or fails to make a rating of the Securities publicly available, the Company shall appoint a replacement for such Rating Agency that is
a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act.
“Redemption Date”
when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.
“Regulation S”
means Regulation S promulgated under the Securities Act, as such may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.
“Regulation S Global
Security” means a permanent Global Security substantially in the form of Exhibit A hereto, bearing the Global Security Legend
and the Private Placement Legend, that has the Schedule of Exchanges of Interests in the Global Security attached thereto, and that is
deposited with the Securities Custodian, and registered in the name of, the Depositary or its nominee, issued in a denomination equal
to the outstanding principal amount of the Securities initially sold in reliance on Rule 903 of Regulation S.
“Resale Restriction
Termination Date” means (x), in the case of Securities sold pursuant to Rule 144A, the date which is one year (or such other
date when resales of securities by non-affiliates are first permitted under Rule 144(d) without condition) after the later
of the date of the original issue of the Securities or the date of any subsequent reopening of the Securities and the last date on which
the Company or any of its affiliates were the owner of such Securities (or any predecessor thereto) or, in the case of Securities sold
pursuant to Regulation S, 40 days or (y), in any case, such later date, if any, as may be required by applicable law.
“Responsible Officer”
when used with respect to the Trustee means any officer within the Corporate Trust Department of the Trustee (or any successor group
of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by persons who at the
time shall be such officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter
is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.
“Restricted Definitive
Security” means a Definitive Security bearing the Private Placement Legend.
“Restricted Global
Security” means a Regulation S Global Security or a 144A Global Security.
“Restricted Period”
means the “distribution compliance period” as defined in Regulation S.
“Rule 144”
means Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other
than Rule 144A) or regulation hereafter adopted by the SEC providing for offers and sales of securities made in compliance therewith
resulting in offers and sales by subsequent holders that are not affiliates of the issuer of such securities being free of the registration
and prospectus delivery requirements of the Securities Act.
“Rule 144A”
means Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other
than Rule 144) or regulation hereafter adopted by the SEC.
“Rule 903”
means Rule 903 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.
“Rule 904”
means Rule 904 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.
“S&P” means
S&P Global Ratings, a division of S&P Global, Inc., and its successors.
“Sale and Lease-Back
Transaction” means any arrangement with any Person providing for the leasing by Nabors Bermuda or any of its Subsidiaries of any
property, whereby such property had been sold or transferred by Nabors Bermuda or such Subsidiary to such Person.
“SEC” means the
Securities and Exchange Commission.
“Securities”
means any of the Company’s 8.875% Senior Guaranteed Notes due 2031 issued under this Indenture. The Initial Securities and any
Additional Securities shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase and unless otherwise provided or the context otherwise requires, all references to “the
Securities” shall include the Initial Securities and any Additional Securities.
“Securities Act”
means the Securities Act of 1933, as amended, and any successor statute.
“Securities Custodian”
means the Trustee, acting as custodian on behalf of the Depositary with respect to the Securities in global form, or any successor entity
thereto.
“Stated Maturity”
means, with respect to any Security, the date specified in such Security as the fixed date on which the principal of such Security is
due and payable.
“Subsidiary”
means, with respect to a specified Person, (1) any corporation, association or other business entity (other than a partnership,
joint venture or limited liability company) of which more than 50% of the total voting power of shares of its Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time
of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person
or a combination thereof and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of
the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable,
are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination
thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, (y) such Person or any
of its Subsidiaries is a controlling general partner or otherwise controls such entity and (z) such entity is consolidated in the
consolidated financial statements of such Person in accordance with GAAP. Notwithstanding anything to the foregoing, “Subsidiary”
shall mean any Subsidiary of such Person, held directly or indirectly, including any of its Subsidiaries.
“TIA” or “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb), as in effect on the Issue Date,
except as provided in Section 8.03.
“Treasury Rate”
means as of any Redemption Date, the yield to maturity at the time of computation of U.S. Treasury securities with a constant maturity
(as compiled and published in the most recent Federal Reserve Statistical Release H.15 (or is obtainable from the Federal Reserve System’s
Data Download Program as of the date of such H.15) that has become publicly available at least two Business Days prior to the Redemption
Date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal
to the period from the Redemption Date to August 15, 2027; provided, however, that if the period from the applicable Redemption
Date to August 15, 2027 is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given,
the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average
yields of U.S. Treasury securities for which such yields are given, except that if the period from the redemption date to August 15,
2027 is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one
year will be used. The Company will (a) calculate the Treasury Rate on the second Business Day preceding the applicable Redemption
Date and (b) prior to such Redemption Date file with the Trustee a notice setting forth the Applicable Premium and the Treasury
Rate and showing the calculation of each in reasonable detail.
“Trustee” means
the Person named as the “Trustee” in the first paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean the successor serving hereunder.
“U.S. Government Obligations”
means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America for
the payment of which the full faith and credit of the United States of America is pledged.
“U.S. Person”
means a “U.S. person” as defined in Rule 902(k) under the Securities Act.
“Unrestricted Definitive
Security” means a Definitive Security that does not bear and is not required to bear the Private Placement Legend.
“Unrestricted Global
Security” means a permanent Global Security substantially in the form of Exhibit A hereto that bears the Global Security Legend
and that has the “Schedule of Exchanges of Securities” attached thereto and that is deposited with the Securities Custodian
and registered in the name of the Depositary or its nominee, representing Securities that do not bear the Private Placement Legend.
“Upper Tier Notes Guarantors”
means (i) Nabors Holdings Ltd., (ii) Nabors Global Holdings Limited, (iii) Nabors Lux Finance 1, (iv) Nabors International
Finance Inc. and (v) Nabors Drilling Holdings, Inc.
“Voting Stock”
of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote generally in the election
of the Board of Directors of such Person.
SECTION 1.02. Other
Definitions.
Term |
Defined in
Section |
|
|
“Additional Amounts” |
3.08(a) |
“Authorized Agent” |
11.10 |
“Change of Control” |
3.10 |
“Change of Control
Offer” |
3.10 |
“Change of Control
Payment Date” |
3.10 |
“Change of Control
Triggering Event” |
3.10 |
“Covenant Defeasance” |
7.01(c) |
“Debt” |
3.07 |
“DTC” |
2.03 |
“Event of Default” |
5.01 |
“Guarantees” |
9.01(a) |
“Indenture Obligations” |
9.01(a) |
“Initial Securities” |
Preamble |
“Judgment Currency” |
11.12 |
“mortgage”
or “mortgages” |
3.07 |
“Paying Agent” |
2.03 |
“Receivables Purchase
Agreement” |
3.07 |
“Receivables Sale
Agreement” |
3.07 |
“refinancing” |
3.11(a)(vii) |
“Registrar” |
2.03 |
“Relevant Taxing
Jurisdiction” |
3.08(a) |
“Taxes” |
3.08(a) |
“Trigger Period” |
3.10 |
SECTION 1.03. Trust
Indenture Act.
This Indenture is not qualified
under the TIA, and the TIA shall not apply to or in any way govern the terms of this Indenture, including Section 316(b) thereof.
No provisions of the TIA are incorporated into this Indenture.
SECTION 1.04. Rules of
Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it; (2) an accounting term
not otherwise defined has the meaning assigned to it in accordance with GAAP; (3) “or” is not exclusive; (4) words
in the singular include the plural, and in the plural include the singular; (5) words implying any gender shall apply to all genders;
(6) the term “merger” includes a statutory compulsory share exchange and a conversion of a corporation into a limited
liability company, a partnership or other entity and vice versa and (7) provisions apply to successive events and transactions.
ARTICLE II
THE SECURITIES
SECTION 2.01. Form and
Dating.
(a) General.
The Securities, any notations thereon relating to the Guarantees and the Trustee’s certificate of authentication shall be substantially
in the form of Exhibit A hereto. The Securities may have notations, legends or endorsements required by law, securities exchange
rule, the Company’s certificate of incorporation, memorandum of association, by-laws, agreements to which the Company is subject,
if any, or usage, provided that any such notation, legend or endorsement is in a form acceptable to the Company. Each Security shall
be dated the date of its authentication. The Securities shall be in registered form without coupons and issued only in minimum denominations
of $2,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in the Securities shall constitute,
and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture (to the
extent permitted by law) shall govern and be controlling.
(b) Global
Securities. Securities issued in global form shall be substantially in the form of Exhibit A (in each case including the Global
Security Legend thereon and the Schedule of Exchanges of Interests in the Global Security attached thereto). Securities issued in definitive
form shall be substantially in the form of Exhibit A (but without, in each case, the Global Security Legend thereon and without
the Schedule of Exchanges of Interests in the Global Security attached thereto). Each Global Security shall represent such of the outstanding
Securities as shall be specified therein, and each shall provide that it shall represent the aggregate principal amount of outstanding
Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security
to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall
be made by the Securities Custodian, in accordance with written instructions given by the Holder thereof as required by Section 2.06.
(c) Regulation
S Global Securities. Any Securities initially offered and sold in reliance on Regulation S shall be issued initially in the form
of a Regulation S Global Security, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the
Securities Custodian, and registered in the name of the Depositary or the nominee of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. Prior to the expiration of the Restricted Period, any resale or transfer of beneficial
interests in a Regulation S Global Security to U.S. Persons shall not be permitted unless such resale or transfer is made pursuant to
Rule 144A or Regulation S.
(d) 144A
Global Securities. Any Securities initially offered and sold in reliance on Rule 144A shall be issued initially in the form
of a 144A Global Security, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities
Custodian, and registered in the name of the Depositary or the nominee of the Depositary, duly executed by the Company and authenticated
by the Trustee as hereinafter provided.
(e) Definitive
Securities. Notwithstanding any other provision of this Article II, any issuance of Definitive Securities shall be at the Company’s
discretion, except in the specific circumstances set forth in Section 2.06(a).
SECTION 2.02. Execution
and Authentication. One Officer of the Company shall sign the Securities on behalf of the Company by manual or facsimile signature.
The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may
be in facsimile form.
If an Officer of the Company
whose signature is on this Indenture or a Security no longer holds that office at the time the Trustee authenticates such Security or
at any time thereafter, the Security shall be valid nevertheless.
A Security shall not be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized
signatory of the Trustee or an authenticating agent, as the case may be, which signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.
The
Trustee shall authenticate and deliver: (1) on the date hereof, Initial Securities for original issue in an aggregate principal
amount of $550,000,000 and (2) if and when issued, Additional Securities, in each case upon a written order of the Company
signed by one Officer of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which
the issue of such Securities is to be authenticated and whether the Securities are to be in global or definitive form and whether they
are to bear the Private Placement Legend. The Company may issue Additional Securities under this Indenture subsequent to the Issue Date,
provided that a separate CUSIP will be used for any Additional Securities that are not “fungible” for U.S. federal
income tax purposes with the Securities issued on the Issue Date. In authenticating such Securities, the Trustee shall receive, and shall
be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities and the related Guarantees,
when authenticated and delivered by the Trustee and issued by the Company and the Guarantors, respectively, in the manner and subject
to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the
Guarantors, as the case may be, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to
general equity principles.
The aggregate principal amount
of Securities outstanding at any time may not exceed the aggregate principal amount of Securities authorized for issuance by the Company
pursuant to such written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal
amount of Securities that may be issued under this Indenture shall not be limited.
The Trustee may appoint one
or more authenticating agents acceptable to the Company to authenticate Securities. Unless limited by the terms of such appointment,
an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company,
the Guarantors or any of their respective Affiliates.
SECTION 2.03. Registrar
and Paying Agent. The Company shall maintain in the continental United States an office or agency where Securities may be presented
for registration of transfer or exchange (“Registrar”) and an office or agency where such Securities may be presented for
payment (“Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company
may appoint one or more co-registrars and one or more additional paying agents with respect to the Securities. The term “Registrar”
includes any co-registrar and the term “Paying Agent” includes any additional paying agent.
The Company shall enter into
an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions
of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to
this Indenture. The Company may change any Paying Agent or Registrar without notice to any Holder. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. Nabors Bermuda or any of its Subsidiaries may act
as Paying Agent or Registrar.
The
place of payment with respect to the Securities, in addition to the Corporate Trust Office of the Trustee, shall be an office maintained
by the Company in The City of New York, and at such time, if ever, as the Securities are no longer represented by one or more Global
Securities, the Company shall appoint and maintain a Paying Agent in the Borough of Manhattan, the City of New York, the intention of
the Company being that, after giving effect to the procedures of the Depositary respecting payments on Global Securities, the Securities
shall at all times be payable in New York, New York.
The immunities, protections
and exculpations available to the Trustee under this Indenture shall also be available to each Agent and each authenticating agent, and
the Company’s obligations under Section 6.07 to compensate and indemnify the Trustee shall extend likewise to each Agent and
each authenticating agent.
The Company initially appoints
The Depository Trust Company (“DTC”) to act as Depositary with respect to each Global Security.
The Company initially appoints
the Trustee to act as Registrar with respect to each Global Security.
SECTION 2.04. Paying
Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying
Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of
or premium, if any, Additional Amounts, if any, or interest on the Securities, whether such money shall have been paid to it by the Company
or the Guarantors, and will notify the Trustee in accordance with Section 11.02 of any default by the Company or the Guarantors
in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed. The Company at any time may require a Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed. Upon payment over to the Trustee and upon accounting for any funds disbursed, the Paying
Agent (if other than the Company) shall have no further liability for the money. If the Company or a Subsidiary of the Company acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.
SECTION 2.05. Holder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names
and addresses of the Holders of Securities. If the Trustee is not the Registrar for the Securities, the Company shall furnish to the
Trustee at least seven Business Days before each Interest Payment Date, and at such other times as the Trustee may request in writing,
a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of the Securities.
SECTION 2.06. Transfer
and Exchange.
(a) Transfer
and Exchange of Global Securities. A Global Security may not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary. Global Securities also may be exchanged or replaced, in
whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of the Securities shall not be entitled
to receive Definitive Securities unless:
(1) the
Company delivers to the Trustee and the Registrar notice from the Depositary that it is unwilling or unable to continue to act as Depositary
or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed
by the Company within 90 days; or
(2) there
has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee of its decision
to exchange the Global Securities for Definitive Securities; provided that in no event shall the Regulation S Global Security be exchanged
by the Company for Definitive Securities prior to the expiration of the Restricted Period.
Upon the occurrence of any of the events in clause
(1) or (2) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall
instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the Guarantors, the Trustee
nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security,
and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on,
instructions from the Depository for all purposes of this Indenture.
(b) Transfer
and Exchange of Beneficial Interests in the Global Securities. The transfer and exchange of beneficial interests in the Global Securities
shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers
of beneficial interests in the Global Securities also shall require compliance with either subparagraph (1) or (2) below, as
applicable, as well as one or more of the other following provisions of this Section 2.06, as applicable:
(1) Transfer
of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global Security may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance with the
transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in such Unrestricted Global Security. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described in the preceding sentence of this Section 2.06(b)(1).
(2) All
Other Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either:
(A) (i) a
written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial
interest to be transferred or exchanged; and
(ii) instructions
given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such
increase; or
(B) (i) a
written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged;
and
(ii) instructions
given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Security shall be
registered to effect the transfer or exchange referred to in Section 2.06(b)(2)(B)(i) above.
Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Securities contained in this Indenture, the Securities or otherwise applicable
under the Securities Act, the principal amount of each relevant Global Security shall be adjusted pursuant to Section 2.06(h).
(3) Transfer
of Beneficial Interests to Another Restricted Global Security. A beneficial interest in any Restricted Global Security may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies
with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:
(A) if
the transferee will take delivery in the form of a beneficial interest in the 144A Global Security, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and
(B) if
the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Security, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.
(4) Transfer
and Exchange of Beneficial Interests in a Restricted Global Security for Beneficial Interests in the Unrestricted Global Security.
A beneficial interest in any Restricted Global Security may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted
Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global
Security if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives
the following:
(A) if
the Holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Security, a certificate from such Holder in the form of Exhibit C hereto, including the certifications
in item (1)(a) thereof; or
(B) if
the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in
the form of Exhibit B hereto, including the certifications in item (4) thereof;
and, in each such case set forth in this Section 2.06(b)(4),
if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the Securities Act and state “blue sky” laws and that
the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act.
If any such transfer is effected
pursuant to subparagraph (A) or (B) above at a time when an Unrestricted Global Security has not yet been issued, the Company
shall issue and, upon receipt of a written order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred
pursuant to subparagraph (A) or (B) above.
(5) Exchange
or Transfer Prohibited. Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons
who take delivery thereof in the form of, a beneficial interest in a Restricted Global Security.
(c) Transfer
or Exchange of Beneficial Interests for Definitive Securities.
(1) Beneficial
Interests in Restricted Global Securities to Restricted Definitive Securities. If any of the conditions set forth in Section 2.06(a) hereof
have been met and if any holder of a beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest
for a Restricted Definitive Security or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a
Restricted Definitive Security, then, upon receipt by the Registrar of the following documentation:
(A) if
the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted
Definitive Security, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;
(B) if
such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof; or
(C) if
such beneficial interest is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 904, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof,
then, upon satisfaction of the conditions
set forth in Section 2.06(b)(2)(B), the Registrar shall cause the aggregate principal amount of the applicable Global Security to
be reduced accordingly pursuant to Section 2.06(h), and the Company shall execute and the Trustee shall authenticate and deliver
to the Person designated in the instructions a Definitive Security in the appropriate form and principal amount. Any Definitive Security
issued in exchange for a beneficial interest in a Restricted Global Security pursuant to this Section 2.06(c) shall be registered
in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive
Securities to the Persons in whose names such Securities are so registered. Any Definitive Security issued in exchange for a beneficial
interest in a Restricted Global Security pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall
be subject to all restrictions on transfer contained therein. Notwithstanding Sections 2.06(c)(1)(A) and (C), a beneficial interest
in the Regulation S Global Security may not be exchanged for a Definitive Security or transferred to a Person who takes delivery thereof
in the form of a Definitive Security prior to the expiration of the Restricted Period, except in the case of a transfer pursuant to Rule 144A
or Regulation S (other than a transfer pursuant to Rule 904).
(2) Beneficial
Interests in Restricted Global Securities to Unrestricted Definitive Securities. If any of the conditions set forth in Section 2.06(a) hereof
have been met and a holder of a beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for
an Unrestricted Definitive Security or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Security only if the Registrar receives the following:
(A) if
the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for an Unrestricted
Definitive Security, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof;
or
(B) if
the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;
and, in each such case set forth in
this Section 2.06(c)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and state
“blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.
(3) Beneficial
Interests in Unrestricted Global Securities to Unrestricted Definitive Securities. If any of the conditions set forth in Section 2.06(a) with
respect to the issuance of Definitive Securities has been met and any holder of a beneficial interest in an Unrestricted Global Security
proposes to exchange such beneficial interest for a Definitive Security or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Definitive Security, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2)(B),
the Registrar shall cause the aggregate principal amount of the applicable Global Security to be reduced accordingly pursuant to Section 2.06(h),
and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive
Security in the appropriate principal amount. Any Definitive Security issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) shall
be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver
such Definitive Securities to the Persons in whose names such Securities are so registered. Any Definitive Security issued in exchange
for a beneficial interest pursuant to this Section 2.06(c)(3) shall not bear the Private Placement Legend.
(d) Transfer
and Exchange of Definitive Securities for Beneficial Interests.
(1) Restricted
Definitive Securities to Beneficial Interests in Restricted Global Securities. If any Holder of a Restricted Definitive Security
proposes to exchange such Security for a beneficial interest in a Restricted Global Security or to transfer such Restricted Definitive
Security to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon receipt
by the Registrar of the following documentation:
(A) if
the Holder of such Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted Global
Security, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;
(B) if
such Restricted Definitive Security is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (1) thereof; or
(C) if
such Restricted Definitive Security is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 904,
a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof,
the Trustee shall cancel the Restricted
Definitive Security, the Registrar shall increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Security, in the case of clause (B) above, the 144A Global Security, and in the case of clause
(C) above, the Regulation S Global Security.
(2) Restricted
Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of a Restricted Definitive Security may
exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to
a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives
the following:
(A) if
the Holder of such Definitive Securities proposes to exchange such Securities for a beneficial interest in the Unrestricted Global Security,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or
(B) if
the Holder of such Definitive Securities proposes to transfer such Securities to a Person who shall take delivery thereof in the form
of a beneficial interest in the Unrestricted Global Security, a certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;
and, in each such case set forth in
this Section 2.06(d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and state
“blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.
Upon satisfaction of the conditions
of either of the subparagraphs in this Section 2.06(d)(2), the Trustee shall cancel the Definitive Securities and the Registrar
shall increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security.
(3) Unrestricted
Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of an Unrestricted Definitive Security
may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Definitive Security to a Person
who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time. Upon receipt of a request
for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Security and the Registrar shall increase
or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities.
If any such exchange or transfer
from a Definitive Security to a beneficial interest in an Unrestricted Global Security is effected at a time when an Unrestricted Global
Security has not yet been issued, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02,
the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount
of Definitive Securities so transferred.
(e) Transfer
and Exchange of Definitive Securities for Definitive Securities. Upon request by a Holder of Definitive Securities and such Holder’s
compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Securities.
Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive
Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such
Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).
(1) Restricted
Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered
in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Registrar receives the following:
(A) if
the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (1) thereof;
(B) if
the transfer will be made pursuant to Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof; and
(C) if
the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof.
(2) Restricted
Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the Holder thereof
for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Security if the Registrar receives the following:
(A) if
the Holder of such Restricted Definitive Securities proposes to exchange such Securities for an Unrestricted Definitive Security, a certificate
from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or
(B) if
the Holder of such Restricted Definitive Security proposes to transfer such Securities to a Person who shall take delivery thereof in
the form of an Unrestricted Definitive Security, a certificate from such Holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof;
and, in each such case set forth in
this Section 2.06(e)(2), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the
effect that such exchange or transfer is in compliance with the Securities Act and state “blue sky” laws and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities
Act.
(3) Unrestricted
Definitive Securities to Unrestricted Definitive Securities. A Holder of Unrestricted Definitive Securities may transfer such Securities
to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security. Upon receipt of a request to register such
a transfer, the Registrar shall register the Unrestricted Definitive Security pursuant to the instructions from the Holder thereof.
(f) [Reserved].
(g) Legends.
The following legends shall appear on the face of all Global Securities and Definitive Securities issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.
(1) Private
Placement Legend.
(A) Except
as permitted by subparagraph (B) below or as otherwise agreed between the Company and the Holder, each Global Security and each
Definitive Security (and all Securities issued in exchange therefor or substitution thereof) shall bear a legend, until the Resale Restriction
Termination Date, in substantially the following form:
THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.
THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)), OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND (2) AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, ONLY (A) TO NABORS INDUSTRIES, INC., A GUARANTOR
OF THE SECURITIES OR ANY OF THEIR SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION, INCLUDING
ANY STATE OF THE UNITED STATES, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO EACH OF THEM AND/OR A CERTIFICATE OF TRANSFER OR EXCHANGE IN THE FORM PRESCRIBED
IN THE INDENTURE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.
BY ITS ACQUISITION
AND HOLDING OF THIS SECURITY THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT EITHER (I) IT IS NOT
AND WILL NOT BE FOR SO LONG AS IT HOLDS ANY SECURITY (OR INTEREST IN A SECURITY) AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
FIDUCIARY RESPONSIBILITY REQUIREMENT OF TITLE I OF U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
A “PLAN” OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH EMPLOYEE BENEFIT PLAN OR PLAN’S INVESTMENT IN THE ENTITY,
OR A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS
THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (II) THE PURCHASE, HOLDING AND DISPOSITION
OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN, A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.
(B) Notwithstanding
the foregoing, any Global Security or Definitive Security issued pursuant to subparagraph (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2) or
(e)(3) of this Section 2.06 (and all Securities issued in exchange therefor or substitution thereof) shall not bear the Private
Placement Legend.
(2) Global
Security Legend. Each Global Security shall bear a legend in substantially the following form:
THIS GLOBAL SECURITY
IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS
HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED
TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.
UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”)
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE 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.
(h) Cancellation
and/or Adjustment of Global Securities. At such time as all beneficial interests in a particular Global Security have been exchanged
for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled, in each case, in whole and not
in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11.
At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal
amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global
Security by the Trustee or by the Securities Custodian at the direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by
the Trustee or by the Securities Custodian at the direction of the Trustee to reflect such increase.
(i) General
Provisions Relating to Transfers and Exchanges.
(1) To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate or cause to be authenticated
Global Securities and Definitive Securities upon the Company’s order or at the Registrar’s request.
(2) No
service charge shall be made to a holder of a beneficial interest in a Global Security or to a Holder of a Definitive Security for any
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental
charge or other fee required by law and payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.10, 8.05 and 10.06).
(3) All
Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or Definitive Securities
shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Global Securities or Definitive Securities surrendered upon such registration of transfer or exchange.
(4) The
Registrar will not be required to register the transfer of or exchange of any Security selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.
(5) None
of the Company, the Trustee or the Registrar shall be required (A) to issue, to register the transfer of or to exchange any Securities
during a period beginning at the opening of business 15 days before the day of sending of a notice of redemption under Section 10.03
and ending at the close of business on such day, (B) to register the transfer of or to exchange any Securities so selected for redemption
in whole or in part, except the unredeemed portion of any Security being redeemed in part or (C) to register the transfer of or
to exchange a Security between the record date and the next succeeding interest payment date.
(6) Prior
to the due presentation for registration of transfer of any Security, the Company, the Guarantors, the Trustee, the Paying Agent or the
Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose
of receiving any payment on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of
the Company, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.
(7) The
Trustee shall authenticate or cause to be authenticated Global Securities and Definitive Securities upon receipt of a written order of
the Company signed by one of its Officers and in accordance with the other provisions of Section 2.02 to the extent applicable.
(8) All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to
effect a registration of transfer or exchange may be submitted by facsimile.
(9) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Global Security or Definitive Security
other than to require delivery of such certificates and other documentation or evidence as is expressly required by, and to do so if
and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to conformity
with the express requirements hereof. The Trustee may conclusively rely and shall be fully protected in relying upon information furnished
by the Depositary with respect to its members, participants and any beneficial owners.
(10) Neither
the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. Each Holder
agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such
Holder’s Security in violation of any provision of this Indenture and/or applicable United States Federal or state securities law.
(11) The
transferor of any Security shall provide or cause to be provided to the Trustee all information reasonably necessary to allow the Trustee
to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045
of the Code. The Trustee may conclusively rely on information provided to it and shall have no responsibility to verify or ensure the
accuracy of such information. In connection with any proposed exchange of a Definitive Security for a Global Security, the Company or
the Depositary shall be required to provide or cause to be provided to the Trustee all information reasonably necessary to allow the
Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under
Section 6045 of the Code. The Trustee may conclusively rely on information provided to it and shall have no responsibility to verify
or ensure the accuracy of such information.
SECTION 2.07. Replacement
Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been
lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements
of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Company or the Trustee within
a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer
prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a
protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies
any other reasonable requirements of the Trustee. Such Holder must furnish an indemnity bond that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent or any authenticating agent from any loss which any of them may
suffer if a Security is replaced. The Company and the Trustee may charge for their expenses in replacing a Security. If, after the delivery
of such replacement Security, a protected purchaser of the original Security in lieu of which such replacement Security was issued presents
for payment or registration such original Security, the Trustee shall be entitled to recover such replacement Security from the Person
to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security
or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Trustee or the Company in connection
therewith. Every replacement Security is a contractual obligation of the Company.
In case any such mutilated,
destroyed, lost or wrongfully taken Security has become or is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, pay such Security.
The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Securities.
SECTION 2.08. Outstanding
Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Registrar hereunder
and those described in this Section 2.08 as not outstanding; provided, however, that in determining whether the Holders of the requisite
principal amount of outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have consented to
or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Securities
held for the account of the Company or any of its Affiliates shall be disregarded and deemed not to be outstanding, except that in determining
whether the Trustee shall be protected in making such a determination or relying upon any such quorum, consent or vote, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
If a Security is replaced
pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a protected purchaser.
If the principal amount of
any Security is considered paid under Section 3.01, it ceases to be outstanding and interest on it ceases to accrue.
SECTION 2.09. [Reserved]
SECTION 2.10. Temporary
Securities. Until Definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate or cause
to be authenticated temporary Securities. Temporary Securities shall be substantially in the form of Definitive Securities, but may have
variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate Definitive Securities in exchange for temporary Securities. Until so exchanged, temporary Securities shall
in all respects be entitled to the same benefits under this Indenture as Definitive Securities.
SECTION 2.11. Cancellation.
The Company or the Guarantors at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee, upon
written Company order, shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation.
All canceled Securities held by the Trustee shall be disposed of in accordance with its customary practice (subject to the record retention
requirements of the Exchange Act). The Company may not issue new Securities to replace Securities that have been paid or that have been
delivered to the Trustee for cancellation.
SECTION 2.12. Defaulted
Interest. If the Company defaults in a payment of interest on the Securities, it shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest on the defaulted interest, in each case at the rate provided in the Securities and in the manner
provided in Section 3.01. The Company may pay the defaulted interest to the Persons who are Holders on a subsequent special record
date. At least 15 days before any special record date, the Company (or the Trustee, in the name of and at the expense of the Company)
shall send to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.
The Trustee will not have any duty to determine whether any defaulted interest is payable or the amount thereof.
SECTION 2.13. Persons
Deemed Owners. The Company, the Guarantors, the Trustee, any Agent and any authenticating agent may treat the Person in whose name
any Security is registered as the owner of such Security for the purpose of receiving payments of principal of or premium, if any, Additional
Amounts, if any, or interest on such Security and for all other purposes. None of the Company, the Guarantors, the Trustee, any Agent
or any authenticating agent shall be affected by any notice to the contrary.
SECTION 2.14. CUSIP
Numbers. The Company in issuing the Securities may use “CUSIP,” “ISIN” or similar numbers (if then generally
in use), and, if so, the Trustee shall use such numbers in notices of redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee
in accordance with Section 11.02 of any change in any such number.
ARTICLE III
COVENANTS
SECTION 3.01. Payment
of Securities. The Company shall pay the principal of and premium, if any, Additional Amounts, if any, and interest on the Securities
on the dates and in the manner provided in the Securities and this Indenture. Principal, premium, if any, Additional Amounts, if any,
and interest shall be considered paid on the date due if the Paying Agent, other than Nabors Bermuda or a Subsidiary of Nabors Bermuda,
holds by 11:00 a.m., Eastern time, on that date money deposited by or on behalf of the Company designated for and sufficient to pay all
principal, premium, if any, Additional Amounts, if any, and interest then due.
Further, to the extent lawful,
the Company shall pay interest on overdue principal, premium, if any, Additional Amounts, if any, and interest (without regard to any
applicable grace period), from time to time on demand at the rate then in effect on the Securities.
SECTION 3.02. Maintenance
of Office or Agency. So long as any of the Securities shall remain outstanding, the Company will, in accordance with Section 2.03,
maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, or the Registrar) in the continental
United States where the Securities may be surrendered for exchange or registration of transfer as provided in this Indenture, where notices
and demands to or upon the Company in respect to the Securities may be served, and where the Securities may be presented or surrendered
for payment. The Company may also from time to time designate one or more other offices or agencies in the continental United States
where Securities may be presented or surrendered for any and all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the Company of its obligation under Section 2.03 to
maintain an office or agency in The City of New York where any Securities may be presented or surrendered for payment. The Company will
give to the Trustee prompt written notice in accordance with Section 11.02 of the location of any such office or agency and of any
change of location thereof. In case the Company shall fail to maintain any such office or agency or shall fail to give such notice of
the location or of any change in the location thereof, such surrenders, presentations and demands may be made and notices may be served
at the office of the Trustee indicated in Section 11.02, and the Company hereby appoints the Trustee its agent to receive at the
aforesaid office all such surrenders, presentations, notices and demands; provided, however, that no service of legal process on the
Company may be made at any office of the Trustee.
SECTION 3.03. SEC
Reports; Financial Statements.
(a) Nabors
Bermuda and the Company covenant and agree, so long as any Securities are outstanding, to deliver to the Trustee copies, within 15 days
after Nabors Bermuda is required to file the same with the SEC, of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which Nabors
Bermuda may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if Nabors
Bermuda is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee
and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic
information, documents and reports, if any, which may be required pursuant to Section 13 of the Exchange Act, in respect of a security
listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations.
(b) Notwithstanding
the foregoing, Nabors Bermuda will be deemed to have delivered the reports referred to in Section 3.03(a) to the Trustee and
the Holders of the Securities if (i) Nabors Bermuda or any direct or indirect parent of Nabors Bermuda has filed such reports with
the SEC via the EDGAR (or successor) filing system within the applicable time periods after giving effect to any extensions permitted
by the SEC and such reports are publicly available or (ii) with respect to the holders of the Securities only, Nabors Bermuda or
such parent entity has made such reports available electronically and has notified the holders of the Securities of such (including by
posting to a non-public, password-protected website) pursuant to this Section 3.03. Delivery of such reports, information and documents
to the Trustee is for informational purposes only, and the Trustee’s receipt thereof shall not constitute actual or constructive
knowledge or notice of any information contained therein or determinable from information contained therein, including Nabors Bermuda’s
or the Company’s compliance with any covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on
Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Nabors Bermuda’s
or the Company’s compliance with this covenant and shall have no responsibility to determine whether any reports, information or
documents have been filed with the Commission via the EDGAR (or successor) filing system, made available electronically or posted on
any website.
(c) At
any time when neither Nabors Bermuda nor the Company is subject to Section 13 or 15(d) of the Exchange Act and the Securities
are not freely transferable under the Securities Act, upon the request of a Holder, Nabors Bermuda or the Company will promptly furnish
or cause to be furnished the information specified under Rule 144A(d)(4) of the Securities Act to such Holder, or to a prospective
purchaser of a Security designed by such Holder, in order to permit compliance with Rule 144A.
SECTION 3.04. Compliance
Certificate. The Company and the Guarantors shall deliver to the Trustee, within 120 days after the end of each fiscal year of Nabors
Bermuda, an Officer’s Certificate stating that in the course of performance by the signing Officer of his duties as such Officer,
he would normally obtain knowledge of the keeping, observing, performing and fulfilling by the Company and the Guarantors, respectively,
of their obligations under this Indenture, and further stating, as to the Officer signing such statement, that to the best of his knowledge,
each of the Company and the Guarantors has kept, observed, performed and fulfilled each and every covenant contained in this Indenture
and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event
of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action
the Company or the Guarantors, as the case may be, are taking or proposes to take with respect thereto).
SECTION 3.05. Corporate
Existence. Subject to Article IV, each of the Company and the Guarantors will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, under the laws of its jurisdiction of incorporation or formation.
SECTION 3.06. Waiver
of Stay, Extension or Usury Laws. Each of the Company and the Guarantors covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension
law or any usury law or other law, which would prohibit or forgive the Company or the Guarantors from paying all or any portion of the
principal of or premium, if any, Additional Amounts, if any, or interest on the Securities as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that
they may lawfully do so) each of the Company and the Guarantors hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.
SECTION 3.07. Limitation
on Liens. So long as any Securities are outstanding, Nabors Bermuda will not, nor will it permit any of its Subsidiaries to, issue,
assume, guarantee or suffer to exist any debt for money borrowed (“Debt”) if such Debt is secured by a mortgage, pledge,
security interest or lien (a “mortgage” or “mortgages”) upon any properties of Nabors Bermuda or any of its Subsidiaries
or upon any securities or indebtedness of any of its Subsidiaries (whether such properties, securities or indebtedness is now owned or
hereafter acquired) without in any such case effectively providing that the Securities shall be secured equally and ratably with (or
prior to) such Debt, except that the foregoing restrictions shall not apply to:
(a) mortgages
on any property acquired, constructed or improved by Nabors Bermuda or any of its Subsidiaries (or mortgages on the securities of a special
purpose Subsidiary which holds no material assets other than the property being acquired, constructed or improved) after the date of
this Indenture which are created within 360 days after such acquisition (or in the case of property constructed or improved, after the
completion and commencement of commercial operation of such property, whichever is later) to secure or provide for the payment of the
purchase price or cost thereof; provided that in the case of such construction or improvement the mortgages shall not apply to any property
owned by Nabors Bermuda or any of its Subsidiaries before such construction or improvement other than (1) unimproved real property
on which the property so constructed, or the improvement, is located or (2) personal property which is so improved;
(b) mortgages
existing on the Issue Date (other than mortgages securing the Credit Agreement), existing mortgages on property acquired (including mortgages
on any property acquired from a Person which is consolidated with or merged with or into Nabors Bermuda or one of its Subsidiaries) or
mortgages outstanding at the time any corporation, partnership or other entity becomes a Subsidiary of Nabors Bermuda; provided that
such mortgages shall only apply to property owned by such corporation, partnership or other entity at the time it becomes a Subsidiary
or that is acquired thereafter other than from the Nabors Bermuda or another Subsidiary of Nabors Bermuda;
(c) mortgages
in favor of Nabors Bermuda or any of its Subsidiaries;
(d) mortgages
in favor of domestic or foreign governmental bodies to secure advances or other payments pursuant to any contract or statute or to secure
indebtedness incurred to finance the purchase price or cost of constructing or improving the property subject to such mortgages, including
mortgages to secure Debt of the pollution control or industrial revenue bond type;
(e) mortgages
consisting of pledges or deposits by Nabors Bermuda or any of its Subsidiaries under workers’ compensation laws, unemployment insurance
laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt)
or leases to which Nabors Bermuda or any of its Subsidiaries is a party, or deposits to secure public or statutory obligations of Nabors
Bermuda or any of its Subsidiaries or deposits of cash or United States government bonds to secure surety or appeal bonds to which it
is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred
in the ordinary course of business;
(f) mortgages
imposed by law, including carriers’, warehousemen’s, repairman’s, landlords’ and mechanics’ liens, in each
case for sums not yet due or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if
any, as shall be required by GAAP shall have been made in respect thereof;
(g) mortgages
for taxes, assessments or other governmental charges that are not yet delinquent or which are being contested in good faith by appropriate
proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof;
(h) mortgages
in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request
of and for the account of Nabors Bermuda or any of its Subsidiaries in the ordinary course of its business;
(i) mortgages
consisting of encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph
and telephone lines and other similar purposes, or mortgages consisting of zoning or other restrictions as to the use of real properties
or mortgages incidental to the conduct of the business of Nabors Bermuda or any of its Subsidiaries or to the ownership of its properties
which do not materially adversely affect the value of said properties or materially impair their use in the operation of the business
of Nabors Bermuda or one of its Subsidiaries;
(j) mortgages
arising by virtue of any statutory or common law provisions relating to bankers’ liens, rights of set-off or similar rights and
remedies as to deposit accounts or other funds maintained with a depository institution; provided that:
(i) such
deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by Nabors Bermuda or one
of its Subsidiaries in excess of those set forth by regulations promulgated by the Federal Reserve Board; and
(ii) such
deposit account is not intended by Nabors Bermuda or any of its Subsidiaries to provide collateral to the depository
institution;
(k) mortgages
arising from Uniform Commercial Code financing statement filings regarding operating leases Nabors Bermuda and its Subsidiaries enter
into in the ordinary course of business;
(l) any
mortgage over goods (or any documents relating thereto) arising either in favor of a bank issuing a form of documentary credit in connection
with the purchase of such goods or by way of retention of title by the supplier of such goods where such goods are supplied on credit,
subject to such retention of title, and in both cases where such goods are acquired in the ordinary course of business;
(m) any
mortgage pursuant to any order of attachment, execution, enforcement, distraint or similar legal process arising in connection with court
proceedings; provided that such process is effectively stayed, discharged or otherwise set aside within 30 days;
(n) any
lease, sublease and sublicense granted to any third party constituting a mortgage and any mortgage pursuant to farm-in and farm-out agreements,
operating agreements, development agreements and any other similar arrangements, which are customary in the oil and gas industry or in
the ordinary course of business of Nabors Bermuda or any of its Subsidiaries; or
(o) any
extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any mortgage referred
to in the foregoing clauses (a) through (n), inclusive; provided that the principal amount of Debt secured thereby shall not exceed
the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement
shall be limited to all or a part of the property which secured the mortgage so extended, renewed or replaced (plus improvements in such
property).
In
addition to the foregoing, Nabors Bermuda and any of its Subsidiaries may, without securing the Securities, issue, assume or guarantee
secured Debt (including for the avoidance of doubt, any Credit Facilities) that, with certain other Debt described in the following sentence,
does not exceed an aggregate total amount (including, without limitation, any amount of any secured Debt in existence on the Issue
Date) equal to the greater of (i) $500.0 million or (ii) 10% of Consolidated Net Tangible Assets. The other Debt to be aggregated
for purposes of this exception is all Attributable Debt in respect of Sale and Lease-Back Transactions of Nabors Bermuda and its Subsidiaries
under the exception in clause (e)(2) of Section 3.09 existing at such time. For the avoidance of doubt, the Receivables Purchase
Agreement by and among Nabors A.R.F., LLC, the Company, the purchasers party thereto and Wells Fargo Bank, N.A., as administrative agent
(the “Receivables Purchase Agreement”), and the Receivables Sale Agreement among Nabors A.R.F., LLC, certain Subsidiaries
of Nabors Bermuda and the Company(the “Receivables Sale Agreement”), each dated as of September 13, 2019, as amended
to the Issue Date, and related transaction documents do not constitute mortgages.
SECTION 3.08. Payment
of Additional Amounts.
(a) All
payments made by or on behalf of the Company or any Guarantor under or with respect to the Securities or any Guarantee, as applicable,
will be made without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other
similar governmental charge, including any interest, additions to tax, or penalties applicable thereto (collectively, “Taxes”)
unless such withholding or deduction is required by law. In the event that any such withholding or deduction for, or on account of, any
Taxes is imposed or levied by or on behalf of:
(i) Bermuda
or any other jurisdiction in which the Company or any Guarantor is incorporated or organized, has its place of central management or
central control or is otherwise engaged in business or resident for tax purposes or any political subdivision or taxing authority thereof
(other than the United States or any political subdivision or taxing authority thereof); or
(ii) any
jurisdiction from or through which payment is made by or on behalf of the Company or any Guarantor (including, without limitation, the
jurisdiction of any Paying Agent) or any political subdivision or taxing authority thereof (other than the United States or any political
subdivision or taxing authority thereof);
(each of clauses
(i) and (ii), a “Relevant Taxing Jurisdiction”), the Company or the relevant Guarantor, as the case may be, will pay
such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (or beneficial
owner) of Securities after withholding or deduction (including any such withholding or deduction from Additional Amounts) is not less
than the amount that the Holder (or beneficial owner) would have received if the Taxes had not been required to be withheld or deducted;
provided that no Additional Amounts will be payable with respect to a payment made to a Holder to the extent:
(1) that
any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder (or beneficial
owner of the Securities) and the Relevant Taxing Jurisdiction, other than any connection arising solely from the mere receipt of the
payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the
Guarantees or this Indenture;
(2) of
any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable
other than by withholding or deduction, except as described below or as otherwise provided in this Indenture;
(3) that
any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on
a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided
for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had
the Securities been presented for payment on any date during such 30-day period;
(4) that
the Holder or beneficial owner of Securities would not be liable or subject to such withholding or deduction of Taxes but for the failure
to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim
is required or imposed by statute, treaty, regulation, ruling or administrative practice of the Relevant Taxing Jurisdiction as a precondition
to an exemption from, or reduction in, the relevant Taxes; (b) at least 60 days prior to the first payment with respect to which
the Company or such Guarantor shall apply this clause (iv), the Company or such Guarantor shall have notified all Holders in writing
that they or any beneficial owners of the Securities shall be required to provide this declaration or claim; and (c) the Holder
or beneficial owner of Securities is legally eligible to provide such declaration or claim;
(5) of
any Taxes imposed under Sections 1471 through 1474 of the Code, any successor law or regulation implementing or complying with, or introduced
in order to conform to, such Sections, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental
agreement entered into in connection with the implementation of such Sections of the Code or any fiscal or regulatory legislation, rules or
practices adopted pursuant to any such intergovernmental agreement;
(6) of
any Taxes imposed on overall net income or any branch profits Taxes;
(7) that
a beneficiary or settlor with respect to a fiduciary, a member of a partnership or the beneficial owner of the payment would not have
been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the Holder of a Security in the
case of a Holder that is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment; or
(8) of
any combination of the Taxes and/or withholdings or deductions described in the foregoing clauses (1) through (7).
(b) The
Company and such Guarantor shall also (i) withhold or deduct such Taxes as required; (ii) remit the full amount of Taxes deducted
or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from
each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld;
and (iv) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted
or withheld is due pursuant to applicable law, certified copies of Tax receipts evidencing such payment by the Company or such Guarantor
and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other
evidence of such payments. Each Holder and beneficial owner of the Securities agrees that it shall, upon the request of an applicable
withholding agent, provide an applicable IRS Form W-8 or W-9 to the applicable withholding agent.
(c) In
addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar Taxes payable in any Relevant
Taxing Jurisdiction or the United States with respect to the creation, issue, offering, enforcement, redemption or retirement of the
Securities or Guarantees.
(d) At
least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any
Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such
Guarantor) shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable,
and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or the Paying Agent to pay
such Additional Amounts to the Holders on the payment date.
(e) All
references in this Indenture to the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted
interest), if any, or any other amount payable on or with respect to any of the Securities shall be deemed to include mention of the
payment of Additional Amounts provided for in this Section 3.08 to the extent that, in such context, Additional Amounts are, were
or would be payable in respect thereof pursuant to the provisions of this Section 3.08, and express mention of the payment of Additional
Amounts in those provisions in this Indenture shall not be construed as excluding Additional Amounts where such express mention is not
made (if applicable).
(f) The
obligations of the Company and any Guarantor under this Section 3.08 shall survive the termination of this Indenture and the payment
of all amounts under or with respect to this Indenture and the Securities, and any transfer by a Holder or beneficial owner of its Securities.
SECTION 3.09. Limitations
on Sale and Lease-Back Transactions. So long as any Securities are outstanding, Nabors Bermuda will not, nor will it permit any of
its Subsidiaries to, enter into any Sale and Lease-Back Transaction, other than any Sale and Lease-Back Transaction:
(a) entered
into within 360 days of the later of the acquisition or placing into service of the property subject thereto by Nabors Bermuda or such
Subsidiary;
(b) involving
a lease of less than five years;
(c) entered
into in connection with an industrial revenue bond or pollution control financing;
(d) between
Nabors Bermuda and/or one or more of its Subsidiaries;
(e) as
to which Nabors Bermuda or such Subsidiary would be entitled to incur Debt secured by a mortgage on the property to be leased in an amount
equal to the Attributable Debt with respect to such Sale and Lease-Back Transaction without equally and ratably securing the Securities
(1) under clauses (a) through (n) of Section 3.07 or (2) under the last paragraph of Section 3.07; or
(f) as
to which Nabors Bermuda will apply an amount equal to the net proceeds from the sale of the property so leased to (1) the retirement
(other than any mandatory retirement), within 360 days of the effective date of any such Sale and Lease-Back Transaction, of Securities
or of Funded Debt of Nabors Bermuda or one of its Subsidiaries or (2) the purchase or construction of other property, provided that
such property is owned by Nabors Bermuda or one of its Subsidiaries free and clear of all mortgages.
SECTION 3.10. Change
of Control Offer. Upon the occurrence of a Change of Control Triggering Event, each Holder of Securities shall have the right to
require the Company to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of the Holder’s
Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, up to,
but excluding, the date of purchase; provided, however, that if such date of purchase is after the taking of a record of the Holders
on a record date and on or prior to the related Interest Payment Date, the accrued and unpaid interest shall be payable to the Person
in whose name the repurchased Securities are registered on such record date. Notwithstanding the foregoing, the Company shall have no
obligation to repurchase any Securities pursuant to this Section 3.10 to the extent that the Company shall have exercised its right
to redeem the Securities pursuant to Section 10.07.
For purposes of this Section 3.10,
the term “Change of Control” means the occurrence of any one of the following:
(a) the
sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation or consolidation), in one or a series
of related transactions, of all or substantially all of the assets of Nabors Bermuda and its Subsidiaries taken as a whole to any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act) other than to Nabors Bermuda or one or more of its Subsidiaries
or a combination thereof or a Person controlled by Nabors Bermuda or one or more of its Subsidiaries or a combination thereof;
(b) the
first day on which the majority of the members of the Board of Directors of Nabors Bermuda cease to be Continuing Directors; or
(c) the
consummation of any transaction (including without limitation, any merger, amalgamation or consolidation) the result of which is that
any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than any Subsidiary of Nabors
Bermuda) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,
of more than 50% of the outstanding Voting Stock of Nabors Bermuda, measured by voting power rather than number of shares (excluding
a redomestication of Nabors Bermuda).
Notwithstanding the foregoing,
a transaction shall not be deemed to involve a “Change of Control” under clause (c) above if (i) Nabors Bermuda
becomes a direct or indirect wholly owned Subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting
Stock of such holding company immediately following such transaction are substantially the same as the holders of the Voting Stock of
Nabors Bermuda immediately prior to such transaction or (B) immediately following such transaction no “person” (as that
term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence)
is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more
than 50% of the outstanding Voting Stock of such holding company, measured by voting power rather than number of shares.
For purposes of this Section 3.10,
the term “Change of Control Triggering Event” means the ratings of the Securities are lowered by at least two of the three
Rating Agencies and, immediately following such lowering, the Securities are not rated Investment Grade by at least two of the three
Rating Agencies in any case on any date during the period (the “Trigger Period”) commencing on the date of the first public
announcement by the Company or Nabors Bermuda of any Change of Control (or pending Change of Control) and ending 60 days following consummation
of such Change of Control (which 60-day period will be extended for so long as the rating of the Securities is under publicly announced
consideration for a possible downgrade as a result of the Change of Control by any of the Rating Agencies); provided, however, that if
the Securities are not rated by all three Rating Agencies, then a “Change of Control Triggering Event” shall occur if the
ratings of the Securities are lowered by at least one of the Rating Agencies and, immediately following such lowering, the Securities
are not rated Investment Grade by at least one of the Rating Agencies in any case on any date during the Trigger Period. Notwithstanding
the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control
unless and until such Change of Control has actually been consummated.
Within 60 days following
the date upon which the Change of Control Triggering Event has occurred, or at the Company’s option, prior to any Change of Control
but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that
the Company shall have exercised its right to redeem the Securities pursuant to Section 10.07, the Company shall send a notice (a
“Change of Control Offer”) to each Holder of Securities with a copy to the Trustee, which notice will govern the terms of
the Change of Control Offer, stating:
(1) that
a Change of Control Triggering Event has occurred and that such Holder has the right to require the Company to purchase such Holder’s
Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the
date of purchase (subject to the right of holders of record on a record date to receive interest on the relevant Interest Payment Date
as provided in the first paragraph of this Section 3.10);
(2) the
circumstances regarding such Change of Control Triggering Event;
(3) the
purchase date (which shall be (i) no earlier than 30 days nor later than 60 days from the date such notice is sent, if sent after
consummation of the Change of Control and (ii) on the date of the Change of Control, if such notice is sent prior to consummation
of the Change of Control, in each case, other than as may be required by law) (such date, the “Change of Control Payment Date”);
and
(4) the
instructions that a Holder must follow in order to have its Securities purchased.
Holders of Securities electing
to have such Securities purchased pursuant to a Change of Control Offer must surrender their Securities with the form entitled “Option
of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice,
or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the Applicable Procedures, prior to the close of
business on the third Business Day prior to the Change of Control Payment Date.
On the Change of Control
Payment Date, all Securities purchased by the Company under this Section shall be delivered to the Trustee for cancellation, and
the Company shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto.
The Company may make a Change
of Control Offer in advance of a Change of Control and the Change of Control Payment Date, and its Change of Control Offer may be conditioned
upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control
Offer.
If Holders of not less than
90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw such Securities in a Change of Control
Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described below, purchases all
of the Securities validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more
than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described
above, to redeem all of the Securities that remain outstanding following such purchase at a redemption price in cash equal to 101% of
the principal amount thereof, plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption (subject to the
right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date).
Any redemption pursuant to
this Section 3.10 shall be made, to the extent applicable, pursuant to the procedures set forth in Sections 10.01 through 10.06.
The Company shall have no
obligation to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance
with the requirements of this Section 3.10 for such an offer made by the Company, and such third party purchases all Securities
properly tendered and not withdrawn under its offer.
The Company shall comply,
to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of Securities pursuant to a Change of Control Offer. To the extent that the provisions of any securities
laws or regulations conflict with this Section 3.10, the Company shall comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations by virtue thereof.
SECTION 3.11. Limitations
on Subsidiary Debt.
(a) For
so long as any Securities are outstanding, Nabors Bermuda will not permit any of its Subsidiaries to incur, directly or indirectly, any
Debt other than:
(i) existing
Debt of a Subsidiary of Nabors Bermuda outstanding on the date of issuance of the Securities (other than Debt described in clauses (vii)(A),
(viii) or (xiv) of this Section 3.11(a));
(ii) intercompany
loans and advances between or among Nabors Bermuda and its Subsidiaries; provided that (a) if the obligor on such intercompany loan
or advance is a Guarantor, then such Debt must be expressly subordinated to the prior payment in full in cash of all obligations with
respect to the Guarantee of such Guarantor; and (b)(i) any subsequent issuance or transfer of Capital Stock that results in any
such Debt being held by a Person other than Nabors Bermuda or a Subsidiary of Nabors Bermuda and (ii) any sale or other transfer
of any such Debt to a Person that is not Nabors Bermuda or a Subsidiary of Nabors Bermuda, will be deemed, in each case, to constitute
an incurrence of such Debt by such Subsidiary that was not permitted by this clause (2); provided further that (x) notwithstanding
the foregoing, the Guarantors may owe such Debt to Nabors Bermuda or any such Subsidiary up to an aggregate principal amount at any one
time outstanding under this clause (ii) of $100,000,000 that is not subject to such subordination terms and (y) that any such
standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect of such intercompany indebtedness
as long as no Event of Default shall have occurred and be continuing;
(iii) Debt
under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements;
(iv) Debt
(i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions,
and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against
insufficient funds;
(v) Debt
of a Person existing at the time such Person becomes a Subsidiary of Nabors Bermuda or is merged, consolidated or amalgamated with or
into Nabors Bermuda or any Subsidiary of Nabors Bermuda;
(vi) Debt
of any Guarantor that is subordinate in right of payment to the Guarantee of such Guarantor;
(vii) (A) Debt
represented by the Existing Guaranteed Notes, the Notes and the Guarantees, (B) other Debt incurred by the Company or any Guarantor
and (C) Non-Guaranteed Debt, including in each case any extension, renewal, refunding, replacement or refinancing (collectively,
a “refinancing”) of Debt incurred under this clause (vii), provided that after giving effect to any such refinancing, the
principal amount of Debt incurred pursuant to clauses (vi)(A) and (B) in the aggregate and then outstanding does not exceed
$1.50 billion;
(viii) Debt
incurred pursuant to the Existing Senior Priority Guaranteed Notes or Credit Facilities in an aggregate amount at any one time outstanding
under this clause (viii) not to exceed an amount equal to (A) the greater of (i) $1.70 billion and (ii) 10.0% of
Consolidated Net Tangible Assets, less (B) the total Aggregate Debt outstanding at the time of such incurrence (without double counting
for Aggregate Debt incurred under this clause (viii)), measured at the time of incurrence of any such Debt and after giving effect to
such incurrence.
(ix) Debt
in respect of current accounts payable and accrued expenses incurred in the ordinary course of business;
(x) Debt,
which may include purchase money Debt, capital lease or finance lease obligations or mortgage financings, incurred to finance the purchase,
installation, construction, design or improvement, or capital lease or finance lease of assets (including equipment) or property (real
or personal) (whether through the direct purchase of assets or the capital stock of any person owning such assets) and related Taxes
and transaction costs provided that (i) such Debt when incurred shall not exceed 85% of the purchase price of the asset(s) or
person financed and all fees, premium, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional
advisor fees and expenses; and (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding
thereon at the time of such refinancing plus all fees, premium, costs and expenses relating thereto, including attorney and legal, accounting,
expert, and professional advisor fees and expenses;
(xi) Debt
under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a financial
or performance guaranty (other than as a guaranty of Debt for borrowed money);
(xii) Debt
under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(xiii) Debt
in respect of any Permitted Accounts Receivables Sales Facility; and
(xiv) any
refinancing of Debt incurred pursuant to the foregoing clauses (i), (v) and this clause (xiv), provided, that (i) such refinancing
Debt will not exceed the principal amount of Debt so refinanced plus an amount necessary to pay fees and expenses, including premiums,
related to such refinancing (ii) the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity
date is subsequent to the Stated Maturity and (iii) such refinancing Debt and any guarantees thereof are incurred solely by the
obligors and guarantors, if any, of the Debt so refinanced).
Debt permitted by this Section 3.11(a) need
not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in
part by one or more other provisions of this Section 3.11(a) permitting such Debt. In the event that an item of Debt meets
the criteria of more than one of the types of Debt described in this Section 3.11(a), the Company will be permitted, in its sole
discretion, to divide, classify or reclassify all or a portion of such item of Debt and only be required to include the amount of such
Debt in one of such clauses. For the avoidance of doubt, the Receivables Purchase Agreement, the Receivables Sale Agreement, and related
transaction documents do not constitute Debt.
(b) This
covenant shall not apply during such time as the Securities are rated Investment Grade by at least two of the three Rating Agencies and
no Default or Event of Default has occurred and is continuing under this Indenture. The Trustee shall not have any obligation to monitor
the ratings of the Securities.
ARTICLE IV
CONSOLIDATION,
MERGER AND SALE
SECTION 4.01. Limitation
on Mergers and Consolidations. The Company shall not consolidate or amalgamate with or merge into any other Person or convey, transfer
or lease its properties and assets substantially as an entirety to any Person unless:
(i) the
Person formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a Person organized and existing
under the laws of the United States of America, any State thereof or the District of Columbia, and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment
of the principal of and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company
to be performed;
(ii) immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and
(iii) the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
amalgamation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article IV and that all conditions
precedent herein provided for relating to such transaction have been complied with.
SECTION 4.02. Successors
Substituted. Upon any consolidation or amalgamation of the Company with, or merger of the Company into, any other Person, or any
conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 4.01,
the successor Person formed by such consolidation or amalgamation or into which the Company is merged or to which such conveyance, transfer
or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease
to another Person, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.
ARTICLE V
DEFAULTS
AND REMEDIES
SECTION 5.01. Events
of Default. “Event of Default” means any one of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body):
(i) default
in the payment of the principal of or premium, if any, on the Securities at Maturity, and continuance of such default for a period of
10 days; or
(ii) default
in the payment of interest or Additional Amounts, if any, with respect to the Securities when they become due and payable, and continuance
of such default for a period of 30 consecutive days; or
(iii) default
in the observance or performance, or breach, of any covenant of the Company or the Guarantors with respect to the Securities or this
Indenture (other than a covenant a default in whose performance or whose breach is elsewhere in this Section 5.01 specifically dealt
with), and continuance of such default or breach for a period of 90 days after there has been given, in conformity with Section 11.02,
to the Company and the Guarantors by the Trustee or to the Company, the Guarantors and the Trustee by the Holders of at least 25% in
aggregate principal amount of the outstanding Securities a written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder; or
(iv) the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or a Guarantor
in an involuntary case or proceeding under any applicable Bankruptcy Law or (B) a decree or order adjudging the Company or a Guarantor
a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company or a Guarantor under any applicable Bankruptcy Law, or appointing a custodian, receiver, receiver and manager,
interim receiver, administrator, monitor, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a Guarantor
or of any substantial part of the property of the Company or a Guarantor, or ordering the winding up or liquidation of the affairs of
the Company or a Guarantor, and the continuance of any such decree or order for relief or any such other decree or order unstayed and
in effect for a period of 90 consecutive days; or
(v) the
commencement by the Company or a Guarantor of a voluntary case or proceeding under any applicable Bankruptcy Law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either of them to the entry of a decree or order for relief
in respect of the Company or a Guarantor in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement
of any bankruptcy or insolvency case or proceeding against any of them, or the filing by any of them of a petition or answer or consent
seeking reorganization or relief under any applicable Bankruptcy Law, or the consent by any of them to the filing of such petition or
to the appointment of or taking possession by a custodian, receiver, receiver and manager, interim receiver, administrator, monitor,
liquidator, assignee, trustee, sequestrator or similar official of the Company or a Guarantor or of any substantial part of the property
of the Company or a Guarantor, or the making by either of them of an assignment for the benefit of creditors, or the admission by either
of them in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or
a Guarantor in furtherance of any such action; or
(vi) the
Guarantees of the Securities by any of the Guarantors ceases to be in full force and effect or become unenforceable or invalid or are
declared null and void (other than in accordance with the terms of such Guarantees) or a Guarantor denies or disaffirms its obligations
under such Guarantee.
The
Trustee shall not be deemed to know of a Default or Event of Default unless a Responsible Officer at the Corporate Trust Office of the
Trustee has actual knowledge of such Default or Event of Default with specific reference to such Default, the Securities and this Indenture.
No duty imposed upon the Trustee in this Indenture shall be applicable with respect to any Default or Event of Default of which
the Trustee is not deemed to have notice. No duty imposed upon the Trustee in this Indenture shall be applicable with respect to any
Default or Event of Default of which the Trustee shall not have received notice in accordance with the terms of this Indenture.
When a Default is cured,
or when an Event of Default is deemed cured pursuant to Section 5.04, such Default, or Event of Default, as the case may be, ceases.
SECTION 5.02. Acceleration.
If an Event of Default (other than an Event of Default specified in clause (iv) or (v) of Section 5.01) occurs and is
continuing with respect to the Securities, the Trustee by notice to the Company and the Guarantors, or the Holders of at least 25% in
aggregate principal amount of the then outstanding Securities by written notice to the Company, the Guarantors and the Trustee, may declare
the principal of, premium, if any, Additional Amounts, if any, and accrued and unpaid interest on all then outstanding Securities to
be due and payable immediately. Upon any such declaration the amounts due and payable on the Securities, as determined in accordance
with the final paragraph of this Section 5.02, shall be due and payable immediately. If an Event of Default specified in clause
(iv) or (v) of Section 5.01 occurs, the principal of, premium, if any, Additional Amounts, if any, and interest on all
Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration, notice or other
act on the part of the Trustee or any Holder.
At any time after such an
acceleration of the Securities has occurred and before a judgment for payment of the money due has been obtained by the Trustee as hereinafter
in this Article V provided, the Holders of a majority in aggregate principal amount of the outstanding Securities, by written notice
to the Company, the Guarantors and the Trustee, may rescind and annul such acceleration and its consequences if:
(1) the
Company or the Guarantors have paid or deposited with the Trustee a sum sufficient to pay:
(A) the
principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration and Additional
Amounts, if any, and any interest thereon then due at the rate or rates prescribed therefor in such Securities or in this Indenture,
(B) to
the extent that payment of such interest is lawful, interest upon overdue interest and overdue Additional Amounts, if any, at the rate
or rates prescribed therefor in such Securities or in this Indenture, and
(C) all
sums paid or advanced by the Trustee hereunder and the compensation, reasonable expenses, fees, disbursements and advances of the Trustee,
its agents and counsel; and
(2) all
Events of Default, other than the non-payment of the principal of Securities which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 5.04.
No such rescission shall
affect any subsequent Event of Default or impair any right consequent thereon.
If the Maturity of the Securities
is accelerated pursuant to this Section 5.02, 100% of the principal amount thereof and premium, if any, shall become due and payable
plus Additional Amounts, if any, and accrued and unpaid interest to the date of payment.
SECTION 5.03. Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of
principal of, premium, if any, Additional Amounts, if any, or interest on the Securities or to enforce the performance of any provision
of the Securities, the related Guarantees or this Indenture.
The Trustee may maintain
a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.
SECTION 5.04. Waiver
of Existing Defaults. Subject to Sections 5.07 and 8.02, the Holders of a majority in aggregate principal amount of the Securities
then outstanding, by written notice to the Trustee, may waive an existing Default or Event of Default and its consequences (including
waivers obtained in connection with a tender offer or exchange offer for such Securities or a solicitation of consents in respect of
such Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal
terms), except (1) a continuing Default or Event of Default in the payment of the principal of or premium, if any, Additional Amounts,
if any, or interest on the Securities or (2) a continuing Default in respect of a provision that under Section 8.02 cannot
be amended without the consent of each Holder affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent
or other Default or impair any right consequent thereon.
SECTION 5.05. Control
by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it hereunder.
The Trustee, however, may refuse to follow any direction that conflicts with applicable law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not have an affirmative duty to ascertain
whether or not any such direction unduly prejudices the rights of such Holders), or that may involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.
Prior to taking any action hereunder, the Trustee shall receive indemnification from such Holders satisfactory to it against all losses
and expenses caused by taking or not taking such action subject to the Trustee’s duty to act with the required standard of care
during a default.
SECTION 5.06. Limitations
on Suits. Subject to Section 5.07, a Holder of Securities may pursue a remedy with respect to this Indenture (including the
Guarantees) or the Securities only if:
(i) such
Holder gives to the Trustee written notice of a continuing Event of Default;
(ii) the
Holders of at least 25% in aggregate principal amount of the Securities then outstanding make a written request to the Trustee to pursue
the remedy;
(iii) such
Holder or Holders furnish to the Trustee indemnity and security satisfactory to the Trustee against any loss, liability or expense;
(iv) the
Trustee does not comply with the request within 60 days after receipt of the request and the furnishing of such indemnity; and
(v) during
such 60-day period the Holders of a majority in aggregate principal amount of the Securities then outstanding do not give the Trustee
a direction inconsistent with the request.
A Holder may not use this
Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that
the Trustee does not have an affirmative duty to ascertain whether or not such action or forbearances are unduly prejudicial to such
Holders or obtain a preference or priority over another Holder).
SECTION 5.07. Rights
of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Security to receive
payment of principal of and premium, if any, Additional Amounts, if any, and interest on the Securities, on or after the respective due
dates expressed in the Security, or to bring suit against the Company or the Guarantors for the enforcement of any such payment on or
after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of such Holder or
obtain a preference or priority over another Holder.
SECTION 5.08. Collection
Suit by Trustee. If an Event of Default specified in clause (i) or (ii) of Section 5.01 occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company and the Guarantors
(i) for the amount of principal of and premium, if any, Additional Amounts, if any, and interest remaining unpaid on any Securities
and (ii) interest on overdue principal, premium, if any, Additional Amounts, if any, and, to the extent lawful, interest on overdue
interest, and such further amount as shall be sufficient to cover the reasonable and documented costs, fees and expenses of collection,
including the reasonable and documented compensation, expenses, fees, disbursements and advances of the Trustee, its agents and counsel.
SECTION 5.09. Trustee
May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents and to take such
actions, including participating as a member, voting or otherwise, of any committee of creditors, as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the compensation, reasonable expenses, disbursements and advances of
the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company and the Guarantors or
their respective creditors or properties and shall be entitled and empowered to collect, receive and distribute any money or other property
payable or deliverable on any such claims and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due to it for the compensation, reasonable expenses, fees, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 6.07. To the extent that the payment of any such compensation,
fees, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07
out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and shall
be paid out of, any and all distributions, dividends, money, securities and other properties which the Holders of the Securities may
be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding.
SECTION 5.10. Priorities.
If the Trustee collects any money pursuant to this Article V, it shall pay out the money in the following order:
First: to the Trustee, its agents and
attorneys for amounts due under Section 6.07 hereof, including payment of all compensation, expenses and liabilities incurred, and
all advances made, by the Trustee and the costs, fees and expenses of collection;
Second: to Holders for amounts due
and unpaid on the Securities for principal, premium, if any, Additional Amounts, if any, and interest ratably, without preference or
priority of any kind, according to the amounts due and payable on the Securities for principal, premium, if any, Additional Amounts,
if any, and interest, respectively; and
Third: to the Company and the Guarantors.
The Trustee, upon prior written
notice to the Company and the Guarantors, may fix a record date and payment date for any payment to Holders pursuant to this Article V.
At least 15 days before such record date, the Trustee shall send to each Holder and the Company a notice that states the record date,
the payment date and amount to be paid.
SECTION 5.11. Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as a trustee, a court in its discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 5.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 5.07, or a suit
by a Holder or Holders of more than 10% in aggregate principal amount of the Securities then outstanding.
ARTICLE VI
TRUSTEE
SECTION 6.01. Duties
of Trustee.
(a) If
an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in such exercise, as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs.
(b) Except
during the continuance of an Event of Default:
(i) the
duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties
that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and
(ii) in
the absence of gross negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine such certificates and opinions to determine whether or not, on their face, they appear
to conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other
facts stated therein).
(c) The
Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own
willful misconduct, except that:
(i) this
paragraph does not limit the effect of paragraph (b) of this Section 6.01;
(ii) the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee
was grossly negligent in ascertaining the pertinent facts;
(iii) The
Trustee shall not be liable for any acts or omissions, except for such losses, damages or expenses which have been finally adjudicated
by a court of competent jurisdiction to have directly resulted from the Trustee’s gross negligence or willful misconduct; and
(iv) the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 5.05 hereof.
(d) Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section 6.01.
(e) No
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee may refuse
to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense.
(f) The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) In
no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any
kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.
SECTION 6.02. Rights
of Trustee.
(a) The
Trustee may rely conclusively on and shall be protected in action or refraining from acting upon any resolution, certificate, statement,
direction, consent, order, bond, note or other paper or document believed by it to be genuine and to have been signed or presented by
the proper Person. The Trustee need not investigate any fact or matter stated in any such paper or document.
(b) Before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion
of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.
(c) The
Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed
with due care.
(d) The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights
or powers conferred upon it by this Indenture.
(e) Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or a Guarantor shall be
sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) No
provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee is under no
obligation to exercise any of its rights or powers under this Indenture at the request of any Holders, unless such Holder has offered
to the Trustee indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in connection
with its compliance with such request.
(g) The
Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under
this Indenture.
(h) The
Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction of the Holders of not
less than a majority in principal amount of the Securities as to the time, method and place of conducting any proceedings for any remedy
available to the Trustee or the exercising of any power conferred by this Indenture.
(i) The
Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its
duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the
Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together
with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture
and final payment of the Securities.
(j) The
permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do
so.
(k) Except
for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any disclosure
material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal
or State securities or employee benefit plan laws in connection with the Securities.
(l) The
Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officer’s Certificate setting forth the names
of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s
Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.
(m) The
Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture. These duties
shall be deemed purely ministerial in nature, and the Trustee shall not be liable except for the performance of such duties, and no implied
covenants or obligations shall be read into this Agreement against the Trustee.
SECTION 6.03. Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise
deal with the Company, the Guarantors or any of their Affiliates with the same rights it would have if it were not the Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections 6.10 and 6.11.
SECTION 6.04. Trustee’s
Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture, the Securities or the Guarantees,
it shall not be accountable for any money paid to the Company or upon the Company’s direction under any provision hereof, it shall
not be responsible for the use or application of any money received by any Paying Agent other than the Trustee and it shall not be responsible
for any statement or recital herein or any statement in the Securities or any other document in connection with the issuance of the Securities
or pursuant to this Indenture other than its certificate of authentication.
SECTION 6.05. Notice
of Defaults. If a Default or Event of Default occurs and is continuing and it is actually known to a Responsible Officer of the Trustee,
the Trustee shall send to the Holders of such Securities a notice of such Default or Event of Default within 90 days after it occurs.
Except in the case of a Default or Event of Default in payment of principal of or premium, if any, Additional Amounts, if any, or interest
on any Security, the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in
the interests of Holders.
SECTION 6.06. [Reserved]
SECTION 6.07. Compensation
and Indemnity. The Company and the Guarantors jointly and severally agree to pay to the Trustee such compensation as the Company
and the Trustee shall from time to time agree in writing. The Company shall reimburse the Trustee upon request for all reasonable and
documented out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents and counsel.
The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the
Guarantors jointly and severally agree to reimburse the Trustee upon request for all reasonable and documented disbursements, advances
and expenses incurred by it. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s
agents and counsel.
The Company and the Guarantors
jointly and severally agree to indemnify, defend and protect the Trustee or any predecessor Trustee and their agents, employees, officers
and directors for and to hold them harmless against any and all loss, liability, damage, claim, or expense (including reasonable and
documented fees and expenses of counsel and taxes, other than taxes based upon, measured by or determined by the income of the Trustee)
and court costs incurred by it arising out of or in connection with this Indenture or the administration of this trust, including the
reasonable and documented costs and expenses of enforcing this Indenture (including, without limitation, this provision) against the
Company and of defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person),
except as set forth in the next paragraph. The Trustee shall notify the Company and the Guarantors promptly of any claim for which it
may seek indemnity; however, failure to give such notice shall not relieve the Company or the Guarantors of their obligations. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company and the
Guarantors shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.
Notwithstanding anything
herein to the contrary, neither the Company nor the Guarantors shall be obligated to reimburse any fee or expense or indemnify against
any loss, liability, damage, claim or expense incurred by the Trustee through its own gross negligence or willful misconduct (as found
by a court of competent jurisdiction in a final, non-appealable judgment).
To secure the payment obligations
of the Company and the Guarantors in this Section 6.07, the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of and premium, if any, and Additional Amounts, if any,
and interest on the Securities. Such lien shall survive the satisfaction and discharge of this Indenture.
When the Trustee incurs expenses
or renders services after an Event of Default specified in Section 5.01(iv) or (v) occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under any Bankruptcy Law.
SECTION 6.08. Replacement
of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 6.08.
The Trustee may resign and
be discharged from the trust hereby created by so notifying the Company and the Guarantors. The Holders of a majority in aggregate principal
amount of the then outstanding Securities may remove the Trustee by so notifying the Trustee and the Company in writing. The Company
may remove the Trustee if:
(i) the
Trustee fails to comply with Section 6.10;
(ii) the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(iii) a
Custodian or public officer takes charge of the Trustee or its property; or
(iv) the
Trustee otherwise becomes incapable of acting.
If the Trustee resigns or
is removed or if a vacancy exists in the office of Trustee for any reason, the Company and the Guarantors shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Securities
then outstanding may appoint a successor Trustee to replace the successor Trustee appointed by the Company.
If a successor Trustee does
not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Company’s expense),
the Company or the Holders of at least 10% in aggregate principal amount of the Securities then outstanding may petition any court of
competent jurisdiction at the expense of the Company for the appointment of a successor Trustee.
If the Trustee fails to comply
with Section 6.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment
of a successor Trustee.
A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to the Company and the Guarantors. Thereupon, the resignation
or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of
the Trustee under this Indenture. The successor Trustee shall send a notice of its succession to Holders. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 6.07.
Notwithstanding replacement of the Trustee pursuant to this Section 6.08, the obligations of the Company and the Guarantors under
Section 6.07 shall continue for the benefit of the retiring Trustee.
SECTION 6.09. Successor
Trustee by Merger, etc. Subject to Section 6.10, if the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another business entity, such entity without any further act shall be the successor
Trustee; provided, however, that in the case of a transfer of all or substantially all of its corporate trust business to another corporation,
the transferee corporation expressly assumes all of the Trustee’s liabilities hereunder.
In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities so authenticated; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force
which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.
SECTION 6.10. Eligibility;
Disqualification. There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under
the laws of the United States of America, any State thereof or the District of Columbia and authorized under such laws to exercise corporate
trust power, shall be subject to supervision or examination by Federal or State (or the District of Columbia) authority and shall have,
or be a Subsidiary of a bank or bank holding company having, a combined capital and surplus of at least $50 million as set forth in its
most recent published annual report of condition.
ARTICLE VII
DISCHARGE OF INDENTURE
SECTION 7.01. Termination
of Company’s and Guarantors’ Obligations.
(a) Satisfaction
and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Securities (except as provided
in the last paragraph of this Section 7.01(a)), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging
the satisfaction and discharge of this Indenture, when:
(1) either
(A) all
outstanding Securities theretofore authenticated and issued (other than destroyed, lost or wrongfully taken Securities that have been
replaced or paid) have been delivered to the Trustee for cancellation; or
(B) all
outstanding Securities not theretofore delivered to the Trustee for cancellation:
(i) have
become due and payable,
(ii) will
become due and payable at their Stated Maturity within one year, or
(iii) will
be scheduled for redemption by their terms within one year, and the Company, in the case of clause (i) or (ii) above or this
clause (iii), has deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of
clause (i)) in trust for such purpose an amount of cash or, in the case of clause (ii) or this clause (iii), U.S. Government Obligations
or a combination thereof which, together with earnings thereon, will be sufficient, in the case of clause (ii) or this clause (iii),
in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge the entire indebtedness on such Securities for principal, premium, if any, Additional Amounts, if
any, and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity
or Redemption Date, as the case may be;
(2) the
Company has paid all other sums payable by it hereunder with respect the Securities; and
(3) the
Company has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent to satisfaction and discharge
of this Indenture with respect to the Securities have been complied with, together with an Opinion of Counsel to the same effect.
However, the Company’s
obligations in Sections 2.03, 2.06, 2.07, 3.02 and 7.01, the Company’s and the Guarantors’ obligations in Sections 6.07,
6.08 and 7.04 and the Trustee’s and Paying Agent’s obligations in Section 7.03 shall survive the satisfaction and discharge
of this Indenture until the Securities are no longer outstanding. Thereafter, only the Company’s and the Guarantors’ obligations
in Section 6.07 and the Trustee’s and Paying Agent’s obligations in Section 7.03 shall survive with respect to
the Securities.
(b) Legal
Defeasance. The Company and the Guarantors may, subject as provided herein, terminate by legal defeasance all of their obligations
under this Indenture with respect to the Securities if:
(i) the
Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making
the following payments dedicated solely to the benefit of the Holders of such Securities (A) cash in an amount, or (B) U.S.
Government Obligations, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, to pay, without consideration of the reinvestment
of any such amounts and after payment of all taxes or other charges or assessments in respect thereof payable by the Trustee, the principal
of and premium, if any, Additional Amounts, if any and interest on all Securities on each date that such principal, premium, if any,
Additional Amounts, if any, or interest is due and payable and to pay all other sums payable by it hereunder with respect to the Securities;
provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations
to the payment of said principal, premium, if any, Additional Amounts, if any, and interest with respect to the Securities as the same
shall become due;
(ii) the
Company has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent to such legal defeasance have
been complied with, and an Opinion of Counsel to the same effect;
(iii) no
Default or Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar
as clauses (iv) and (v) of Section 5.01 are concerned, at any time during the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period);
(iv) the
Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized counsel acceptable to the Trustee to the
effect that, based on a ruling of the Internal Revenue Service or a change in U.S. Federal income tax law occurring after the date of
this Indenture, the Holders of Securities will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of
the Company’s exercise of its option under this Section 7.01(b) and will be subject to U.S. Federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such option had not been exercised;
(v) such
deposit and legal defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument
to which the Company or any Guarantor is a party or by which it is bound; and
(vi) the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the passage of 91 days following the deposit,
the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally.
In such event, payment of
the Securities may not be accelerated because of an Event of Default, Article IX and the other provisions of this Indenture shall
cease to be of further effect (except as provided in the next succeeding paragraph), and the Trustee, on demand of the Company, shall
execute proper instruments acknowledging such legal defeasance.
However, the Company’s
obligations in Sections 2.03, 2.06, 2.07, 3.02 and 7.01, the Company’s and the Guarantors’ obligations in Sections 6.07,
6.08 and 7.04 and the Trustee’s and Paying Agent’s obligations in Section 7.03 shall survive such legal defeasance with
respect to the Securities until the Securities are no longer outstanding. Thereafter, only the Company’s and the Guarantors’
obligations in Section 6.07 and the Trustee’s and Paying Agent’s obligations in Section 7.03 shall survive with
respect to the Securities.
(c) Covenant
Defeasance. The Company and the Guarantors may, subject as provided herein, be released from their respective obligations to comply
with, and shall have no liability in respect of any term, condition or limitation, set forth in Sections 3.07, 3.08, 3.09 and 4.01 and
in Article IX, and such omission to comply with any of Sections 3.07, 3.08, 3.09 and 4.01 and Article IX shall not constitute
an Event of Default with respect to the Securities under Section 5.01 (“Covenant Defeasance”), with the remainder of
this Indenture and such Securities unaffected thereby if:
(i) the
Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making
the following payments dedicated solely to the benefit of the Holders of the Securities (A) cash in an amount, or (B) U.S.
Government Obligations, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, to pay, without consideration of the reinvestment
of any such amounts and after payment of all taxes or other charges or assessments in respect thereof payable by the Trustee, the principal
of and premium, if any, Additional Amounts, if any and interest on all Securities on each date that such principal, premium, if any,
Additional Amounts, if any, or interest is due and payable and to pay all other sums payable by it hereunder with respect to the Securities;
provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such U.S. Government Obligations
to the payment of said principal, premium, if any, Additional Amounts, if any, and interest with respect to the Securities as the same
shall become due;
(ii) the
Company has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent to the Covenant Defeasance
contemplated by this provision have been complied with, and an Opinion of Counsel to the same effect;
(iii) no
Default or Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar
as clauses (iv) and (v) of Section 5.01 are concerned, at any time during the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period);
(iv) the
Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized counsel acceptable to the Trustee to the
effect that the Holders of Securities will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the
Company’s exercise of its option under this Section 7.01(c) and will be subject to U.S. Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such option had not been exercised;
(v) such
Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to
which the Company or any Guarantor is a party or by which it is bound; and
(vi) the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the passage of 91 days following the deposit,
the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally.
(d) In
order to have money available on a payment date to pay principal of or premium, if any, Additional Amounts, if any, or interest on the
Securities, the U.S. Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts
as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.
(e) The
Company may exercise its option under Section 7.01(b) notwithstanding its prior exercise of its Covenant Defeasance option
under Section 7.01(c).
SECTION 7.02. Application
of Trust Money. The Trustee or a trustee satisfactory to the Trustee and the Company shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 7.01. It shall apply the deposited money and the money from U.S. Government Obligations
through the Paying Agent and in accordance with this Indenture to the payment of principal of and premium, if any, Additional Amounts,
if any, and interest on Securities with respect to which the deposit was made.
The Company will pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations
deposited pursuant to Section 7.01 hereof or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the outstanding Securities.
SECTION 7.03. Repayment
to Company. The Trustee and the Paying Agent shall promptly pay to the Company upon written request any excess money or securities
held by them at any time. Subject to the requirements of any applicable abandoned property laws, the Trustee and the Paying Agent shall
pay to the Company upon written request any money held by them for the payment of principal of, premium, if any, Additional Amounts,
if any, or interest that remains unclaimed for two years after the date upon which such payment shall have become due; provided, however,
that the Company shall have either caused notice of such payment to be sent to each Holder entitled thereto no less than 30 days prior
to such repayment or within such period shall have published such notice in a financial newspaper of widespread circulation published
in The City of New York. After payment to the Company, Holders entitled to the money must look to the Company for payment as unsecured
general creditors unless an applicable abandoned property law designates another Person, and all liability of the Trustee and the Paying
Agent with respect to such money shall cease.
SECTION 7.04. Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 7.01 by
reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the Company and the Guarantors under this Indenture and the Securities shall
be revived and reinstated as though no deposit had occurred pursuant to Section 7.01 until such time as the Trustee or the Paying
Agent is permitted to apply all such money or U.S. Government Obligations in accordance with Section 7.01; provided, however, that
if the Company or the Guarantors have made any payment of principal of or interest on the Securities because of the reinstatement of
their obligations, the Company or such Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money or U.S. Government Obligations held by the Trustee or the Paying Agent.
ARTICLE VIII
AMENDMENTS
SECTION 8.01. Without
Consent of Holders. The Company, the Guarantors and the Trustee may amend or supplement this Indenture or any of the Securities or
waive any provision hereof or thereof without the consent of any Holder:
(i) to
convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets;
(ii) to
evidence the succession of another Person to the Company or the Guarantors, or successive successions, and the assumption by the successor
Person of the covenants, agreements and obligations of the Company or a Guarantor pursuant to Section 4.01 or 9.03;
(iii) to
add to the covenants of the Company or the Guarantors such further covenants, restrictions, conditions or provisions as the Company or
the Guarantors and the Trustee shall consider to be for the protection of the Holders of Securities, to surrender any right or power
herein conferred upon the Company or the Guarantors, and to make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restrictions, conditions or provisions an Event of Default with respect to the Securities permitting the enforcement
of all or any of the several remedies provided in this Indenture, provided that in respect of any such additional covenant, restriction,
condition or provision such amendment or supplement may provide for a particular period of grace after default (which period may be shorter
or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default
or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority
in aggregate principal amount of the Securities to waive such an Event of Default;
(iv) to
cure any ambiguity or omission or to correct or supplement any provision contained herein or in any supplemental indenture which may
be defective or inconsistent with any other provision contained herein or in any supplemental indenture, provided that no such action
shall adversely affect the interests of the Holders of the Securities;
(v) to
provide for uncertificated Securities in addition to or in place of certificated Securities, provided that the uncertificated Securities
are issued in registered form for purposes of Section 163(f) of the Code;
(vi) to
provide for the issuance of Additional Securities and related Guarantees in accordance with this Indenture;
(vii) to
effect any provision of this Indenture;
(viii) to
release the Guarantee of any Guarantor in accordance with Section 9.05 of this Indenture;
(ix) to
conform the text of this Indenture or the Securities to the “Description of the Notes” set forth in the Offering Memorandum
to the extent such provision in the “Description of the Notes” was intended to be a verbatim, or substantially verbatim,
recitation of such provision if this Indenture or the Securities (which intent may be evidenced by an Officer’s Certificate to
such effect); or
(x) to
make any other change that does not adversely affect the rights of any Holder of the Securities.
Upon the request of the Company
and the Guarantors and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Company
and the Guarantors in the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver.
SECTION 8.02. With
Consent of Holders. Except as provided in Section 8.01 or below in this Section 8.02, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture or the Securities with the consent (including consents obtained in connection with a tender
offer or exchange offer for such Securities or a solicitation of consents in respect of such Securities, provided that in each case such
offer or solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of a majority in aggregate
principal amount of the Securities then outstanding affected thereby.
The Holders of a majority
in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company or the
Guarantors with any provision of this Indenture or the Securities (including waivers obtained in connection with a tender offer or exchange
offer for such Securities or a solicitation of consents in respect of such Securities, provided that in each case such offer or solicitation
is made to all Holders of the Securities then outstanding on equal terms).
Upon the request of the Company
and the Guarantors and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the documents described in Section 8.06, the Trustee shall join with the Company and the Guarantors in the execution
of any supplemental indenture entered into to effect any such amendment, supplement or waiver. After an amendment, supplement or waiver
under this Section 8.02 becomes effective, the Company shall send to the Holders of the Securities affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such amendment, supplement or waiver.
It shall not be necessary
for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver,
but it shall be sufficient if such consent approves the substance thereof.
Without the consent of each
Holder affected, an amendment, supplement or waiver under this Section 8.02 may not:
(i) extend
the final maturity of the principal of any of the Securities;
(ii) reduce
the principal amount of any of the Securities;
(iii) reduce
the rate or extend the time of payment of interest, including defaulted interest, or Additional Amounts, if any, on any of the Securities;
(iv) reduce
any amount payable on redemption of any of the Securities (other than as a result of the shortening of the required notice period for
redemption);
(v) change
the currency in which the principal of or premium, if any, Additional Amounts, if any, or interest on any of the Securities is payable;
(vi) impair
the right to institute suit for the enforcement of any payment of principal of or premium, if any, Additional Amounts, if any, or interest
on any Security pursuant to Sections 5.07 and 5.08, except as limited by Section 5.06;
(vii) change
the ranking of the Securities or the Guarantees thereof;
(viii) make
any change in the percentage of principal amount of the Securities necessary to waive compliance with or to modify certain provisions
of this Indenture pursuant to Section 5.04 or 5.07 or this clause of this Section 8.02; or
(ix) waive
a continuing Default or Event of Default in the payment of principal of or premium, if any, Additional Amounts, if any, or interest,
including defaulted interest, on the Securities.
The right of any Holder to
participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to obtain
any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of
record of the Securities as of a record date fixed by the Company in accordance with Section 8.04 of this Indenture.
SECTION 8.03. [Reserved]
SECTION 8.04. Revocation
and Effect of Consents. A consent to an amendment, a supplement or a waiver by a Holder is a continuing consent by the Holder and
every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security,
even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as
to its Security or portion of a Security if the Trustee receives written notice of revocation at any time prior to (but not after) the
date the Trustee receives an Officer’s Certificate certifying that the Holders of the requisite aggregate principal amount of Securities
have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver.
The Company may, but shall
not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or
waiver or to take any other action with respect to the Securities under this Indenture. If a record date is fixed, then notwithstanding
the provisions of the immediately preceding paragraph, those Persons who were Holders at the close of business on such record date (or
their duly designated proxies), and only those Persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke
any consent previously given, whether or not such Persons continue to be Holders after such record date, and for this purpose the Securities
then outstanding shall be computed as of such record date. No consent shall be valid or effective for more than 90 days after such record
date unless consents from Holders of the aggregate principal amount of the Securities required hereunder for such amendment, supplement
or waiver to be effective shall have also been given and not revoked within such 90-day period.
After an amendment, supplement
or waiver becomes effective, it shall bind every Holder, unless it is of the type described in any of clauses (i) through (viii) of
Section 8.02. In such case, the amendment, supplement or waiver shall bind each Holder who has consented to it and every subsequent
Holder that evidences the same debt as the consenting Holder’s Security.
SECTION 8.05. Notation
on or Exchange of Securities. If an amendment or supplement changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall
issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or
to issue a new Security shall not affect the validity of such amendment or supplement.
SECTION 8.06. Trustee
to Sign Amendments, etc. The Trustee shall sign any supplemental indenture authorized pursuant to this Article VIII if
the supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee
may, but need not, sign it. In signing or refusing to sign such supplemental indenture, the Trustee shall receive, and subject to Section 6.01,
shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officer’s Certificate, as conclusive evidence
that all conditions precedent to such supplemental indenture have been complied with, that such supplemental indenture is authorized
or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company and the
Guarantors in accordance with its terms.
ARTICLE IX
GUARANTEES
OF SECURITIES
SECTION 9.01. Unconditional
Guarantees.
(a) For
value received, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders and to the
Trustee the due and punctual payment of the principal of and premium, if any, Additional Amounts, if any, and interest on the Securities
and all other amounts due and payable under this Indenture and the Securities by the Company (including, without limitation, all costs
and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement
of this Indenture, the Securities and the Guarantees) (collectively, the “Indenture Obligations”), when and as such principal,
premium, if any, Additional Amounts, if any, and interest and such other amounts shall become due and payable, whether at the Stated
Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Securities and this Indenture.
The guarantees by the Guarantors set forth in this Article IX are referred to herein as the “Guarantees.” Without limiting
the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations
and would be owed by the Company under this Indenture and the Securities but for the fact that they are unenforceable, reduced, limited,
impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.
(b) Failing
payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, the Guarantors will be obligated to pay the
same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise).
The Guarantees are intended to be general, unsecured, senior obligations of the Guarantors and to rank pari passu in right of
payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees
of such Guarantor. Each Guarantor hereby agrees that its obligations hereunder shall be full, irrevocable, unconditional and absolute,
irrespective of the validity, regularity or enforceability of the obligations and liabilities of any other obligor with respect to the
Securities, the Guarantees or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with
respect to any provisions hereof or thereof with respect to the same, the recovery of any judgment against the Company, or any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor.
Each Guarantor hereby agrees
that in the event of a default in payment of the principal of or premium, if any, Additional Amounts, if any, or interest on the Securities
or any other amounts payable under this Indenture and such Securities by the Company, whether at the Stated Maturity, upon redemption
or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject
to Section 5.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce
the Guarantees without first proceeding against the Company.
(c) To
the fullest extent permitted by applicable law, the obligations of each Guarantor under this Article IX shall be as aforesaid full,
irrevocable, unconditional and absolute and except as set forth in this Article IX shall not be impaired, modified, discharged,
released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release,
waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of any other obligor
with respect to the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the
Company, any Guarantor or any of their respective estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the
operation of any present or future provision of any applicable Bankruptcy Law, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Company, any Guarantor or the Trustee of any rights or remedies under any of the Securities or this Indenture
or its delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of
any property as security for any of the Securities, including all or any part of the rights of the Company or any Guarantor under this
Indenture, (v) the extension of the time for payment by the Company or any Guarantor of any payments or other sums or any part thereof
owing or payable under any of the terms and provisions of any of the Securities or this Indenture or of the time for performance by the
Company or any Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal
of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation set forth
in this Indenture of any other obligor with respect to the Securities, (vii) the voluntary or involuntary liquidation, dissolution,
sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding
affecting, any of the Company or any Guarantor or any of its assets, or the disaffirmance of any of the Securities, the Guarantees or
this Indenture in any such proceeding, (viii) the release or discharge of the Company or any Guarantor from the performance or observance
of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability
of any of the obligations of any of the other obligors under the Securities, the Guarantees or this Indenture, (x) any change in
the name, business, capital structure, corporate existence, or ownership of the Company or any Guarantor, or (xi) any other circumstance
which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or any Guarantor.
(d) Each
Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the
event of the merger, amalgamation, insolvency or bankruptcy of the Company or any Guarantor, and all demands and notices whatsoever,
(ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of
its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice
to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees or of the
obligations guaranteed thereby. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied
by any Person to the Guarantees is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency,
bankruptcy or reorganization of such Guarantor, the Guarantees shall, to the extent that such payment is or must be rescinded or returned,
be deemed to have continued in existence notwithstanding such application, and the Guarantees shall continue to be effective or be reinstated,
as the case may be, as though such application had not been made.
(e) Each
Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such
Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor shall not be entitled to enforce or to
receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Securities until all of the
Securities and the Guarantees thereof shall have been paid in full or discharged.
(f) No
failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under
this Article IX and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power,
privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies.
The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing
contained in this Article IX shall limit the right of the Trustee or the Holders to take any action to accelerate the Maturity of
the Securities pursuant to Article V or to pursue any rights or remedies hereunder or under applicable law.
SECTION 9.02. Execution
and Delivery of Notation of Guarantees. To further evidence the Guarantees, each Guarantor hereby agrees that a notation of such
Guarantees may be endorsed on each Security authenticated and delivered by the Trustee and that such notation shall be executed by either
manual or facsimile signature of an Officer of such Guarantor.
Each Guarantor hereby agrees
that its Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of the Guarantees.
If an Officer of any Guarantor
whose signature is on this Indenture or a Security no longer holds that office at the time the Trustee authenticates such Security or
at any time thereafter, such Guarantor’s guarantee of such Security shall be valid nevertheless.
The delivery of any Security
by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantees set forth in this Indenture
on behalf of the Guarantors.
SECTION 9.03. Guarantors
May Consolidate, etc., on Certain Terms. (a) A Guarantor may consolidate, merge or enter into a scheme of arrangement
qualifying as an amalgamation with any Person or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its
assets to any Person and (b) the Capital Stock of a Guarantor may be sold or otherwise disposed of to another Person; provided,
however, that in the case of the consolidation, merger or scheme or arrangement qualifying as an amalgamation or sale, lease, conveyance,
transfer or disposal of all or substantially all of the assets of such Guarantor or the sale or other disposition of the Capital Stock
of a Guarantor, if such other Person is not the Company or a Guarantor, such Guarantor’s obligations under its Guarantee must be
expressly assumed by such other Person, except in connection with a transaction in which the Guarantee of such Guarantor would be released
as provided in Section 9.05; provided, further, for the avoidance of doubt, the release provisions in Section 9.05 shall
not apply to any such sale, transfer or other disposition described in this Section 9.03 to Nabors Bermuda or any Affiliate of Nabors
Bermuda.
SECTION 9.04. Luxembourg:
Guarantee Limitation. The guarantee granted by any Guarantor which is incorporated and established in the Grand-Duchy of Luxembourg
(a “Luxembourg Guarantor”) under this Article IX shall be limited at any time to an aggregate amount not exceeding
the higher of: 99% of such Luxembourg Guarantor’s capitaux propres (as referred to in article 34 of the Luxembourg law dated
19 December 2002 on the commercial register and annual accounts, as amended (the “2002 Law”), and as implemented
by the Grand-Ducal regulation dated 18 December 2015 setting out the form and the content of the presentation of the balance sheet
and profit and loss account (the “Regulation”)) determined as at the date on which a demand is made under the guarantee,
increased by the amount of any Intra-Group Liabilities; and 99% of such Luxembourg Guarantor’s capitaux propres (as referred
to in article 34 of the 2002 Law) determined as at the date of this Agreement, increased by the amount of any Intra-Group Liabilities.
The amount of the capitaux propres under this Article IX shall be determined by the Trustee acting in its sole commercially
reasonable discretion and shall be adjusted (by derogation to the rules contained in the 2002 Law and the Regulation) to take into
account the fair value rather than book value of the assets of such Luxembourg Guarantor.
For the purpose of
this Clause, “Intra-Group Liabilities” shall mean any amounts owed by such Luxembourg Guarantor to any other member of the
group and that have not been financed (directly or indirectly) by any amounts raised in relation to the Securities. The above limitation
shall not apply (a) in respect of any amounts due by a direct or indirect subsidiary of that Luxembourg Guarantor in relation to
the Securities and (b) in respect of any amounts due by any person which is not a direct or indirect subsidiary of that Luxembourg
Guarantor in relation to the Securities and which have been on-lent to or made available by whatever means, directly or indirectly, to
that Luxembourg Guarantor or any of its direct or indirect subsidiaries.
SECTION 9.05. Releases.
(a) The
Guarantee of a Guarantor (other than, in the case of clause (iv) below, the Guarantee of Nabors Bermuda) will be automatically released
with respect to the Securities:
(i) upon
the sale or other disposition (including by way of consolidation, merger or scheme or arrangement qualifying as an amalgamation) of a
Guarantor, including the sale or disposition of Capital Stock of a Guarantor, following which such Guarantor is no longer a Subsidiary
of Nabors Bermuda,
(ii) the
sale or disposition of all or substantially all the assets (including by way of consolidation, merger or scheme or arrangement qualifying
as an amalgamation) of a Guarantor,
(iii) if
the Company exercises its legal defeasance option or its covenant defeasance option with respect to the Securities or if the Company’s
obligations under this Indenture are satisfied and discharged in accordance with Article VII with respect to the Securities; or
(iv) if
the Securities are rated Investment Grade by at least two of the three Rating Agencies and no Default or Event of Default has occurred
and is continuing under this Indenture;
provided,
however, that in the case of clauses (i) and (ii) above, such sale or other disposition is made to a Person other than
Nabors Bermuda or one of its Affiliates and such sale or disposition is otherwise permitted by this Indenture.
(b) At
the request of the Company and upon delivery of an Officer’s Certificate and Opinion of Counsel, the Trustee shall execute and
deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 9.05.
ARTICLE X
REDEMPTION
SECTION 10.01. Notices
to Trustee. If the Company elects to redeem the Securities pursuant to the redemption provisions of Section 10.07, it shall
furnish to the Trustee, at least five days before notice of such redemption is to be given pursuant to Section 10.03 (unless a shorter
period is acceptable to the Trustee), an Officer’s Certificate setting forth the Redemption Date, the principal amount of such
Securities to be redeemed, the redemption price (or the method of calculating the redemption price) and, if the redemption of such Securities
is subject to any condition precedent, each such condition precedent.
SECTION 10.02. Selection
of Securities to be Redeemed. If less than all of the Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed on a pro rata basis (or, in the case of Securities represented by a Global Security, in accordance with the Applicable Procedures).
Securities and portions of
them selected shall be in minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for
redemption.
SECTION 10.03. Notices
to Holders.
(a) At
least 20 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption
Date, the Company shall give in conformity with Section 11.02 a notice of redemption to each Holder of Securities to be redeemed.
The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state:
(i) the
Redemption Date;
(ii) the
redemption price (or the method of calculating the redemption price);
(iii) if
any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption
Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued;
(iv) the
name and address of the Paying Agent;
(v) that
Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption
price;
(vi) that
unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after
the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying
Agent of the Securities;
(vii) the
paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed;
(viii) that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities;
(ix) the
aggregate principal amount of Securities being redeemed; and
(x) any
condition precedent to such redemption.
If any of the Securities
to be redeemed is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with
the procedures of the Depositary applicable to redemptions.
(b) At
the Company’s request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s name;
provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee
consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth
the information to be stated in such notice as provided in Section 10.03(a).
SECTION 10.04. Effect
of Notices of Redemption. Notice of redemption may be given and any redemption of Securities may, at the Company’s discretion,
be subject to one or more conditions precedent, including the consummation of a financing transaction or equity issuance, the proceeds
of which are to be used to fund such redemption; provided that, if notice of redemption is given pursuant to Section 10.03, and
such notice does not include a condition precedent to be satisfied in order for the Company to be obligated to redeem the Securities,
the Securities called for redemption shall become due and payable on the Redemption Date at the redemption price. Upon surrender to the
Paying Agent of Securities called for redemption, such Securities shall be paid out at the redemption price, plus accrued and unpaid
interest up to, but excluding, the Redemption Date; provided, however, that if the Redemption Date is after the taking of a record of
the Holders on a record date and on or prior to the related Interest Payment Date, the accrued and unpaid interest shall be payable to
the Person in whose name the redeemed Securities are registered on such record date. Failure to give notice or any defect in the notice
to any Holder shall not affect the validity of the notice to any other Holder.
SECTION 10.05. Deposit
of Redemption Price. At or prior to 11:00 a.m. New York City time on the Redemption Date, the Company shall deposit with the
Trustee or with the Paying Agent immediately available funds sufficient to pay the redemption price of all Securities to be redeemed
on that date, plus accrued and unpaid interest thereon up to, but excluding, the Redemption Date. The Trustee or the Paying Agent shall
return to the Company any money not required for that purpose less the expenses of the Trustee as provided herein.
If the Company complies with
the preceding paragraph, interest on the Securities or portions thereof to be redeemed (whether or not such Securities are presented
for payment) will cease to accrue on the applicable Redemption Date. If any Security called for redemption shall not be so paid upon
surrender because of the failure of the Company to comply with the preceding paragraph, then interest will be paid on the unpaid principal,
premium, if any, and Additional Amounts, if any, from the Redemption Date until such principal, premium, if any, and Additional Amounts,
if any, are paid and, to the extent lawful, on any interest not paid on such unpaid principal, in each case at the rate provided in the
Securities and in Section 3.01.
SECTION 10.06. Securities
Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall issue and the Trustee shall authenticate
for the Holder, at the expense of the Company, a new Security equal in principal amount to the unredeemed portion of the Security surrendered.
SECTION 10.07. Optional
Redemption.
(a) On
or after August 15, 2027, the Company may redeem the Securities, in whole at any time or in part from time to time, at the redemption
prices (expressed as a percentage of principal amount of the Securities to be redeemed) set forth below, plus accrued and unpaid interest,
if any, on the Securities, to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on
August 15 of the years indicated below:
Year | | |
Percentage | |
| 2027 | | |
| 104.438 | % |
| 2028 | | |
| 102.219 | % |
| 2029
and thereafter | | |
| 100.000 | % |
(b) At
any time and from time to time prior to August 15, 2027, upon giving notice as provided in Section 10.03 of this Indenture,
the Company may redeem up to 35% of the aggregate principal amount of the Securities with an aggregate amount less than or equal to the
cash proceeds less any underwriting spread paid in cash of one or more Equity Offerings, at a redemption price equal to 108.875% of the
principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the Redemption Date; provided, however, that,
at least 50% of the original aggregate principal amount of the Securities (excluding any Additional Securities of such series) must remain
outstanding immediately after each such redemption; provided, further, that such redemption shall occur within 180 days after the date
on which any such Equity Offering is consummated.
(c) At
any time prior to August 15, 2027, the Company may redeem the Securities, in whole at any time and in part from time to time, upon
giving notice as provided in Section 10.03 of this Indenture, at a redemption price equal to 100% of the aggregate principal amount
of the Securities to be redeemed, plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the Redemption
Date.
Notice of any redemption
may be given and any redemption of Securities may, at the Company’s discretion, be subject to one or more conditions precedent
and any redemption pursuant to this Section 10.07 shall be made, to the extent applicable, pursuant to the provisions of Sections
10.01 through 10.06.
SECTION 10.08. Tax
Redemption.
(a) The
Securities will be subject to redemption by the Company, in whole but not in part, at a redemption price equal to 100% of the outstanding
principal amount of the Securities, plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date (including
any Additional Amounts) at any time prior to their maturity if, due to a Change in Tax Law (as defined below):
(i) the
Company or a Guarantor in accordance with the terms of the Securities or a Guarantee has, or would, become obligated to pay, on the next
date on which any amount would be payable with respect to the Securities or a Guarantee, any Additional Amounts to the Holders of the
Securities; and
(ii) such
obligation cannot be avoided by such Guarantor or the Company taking reasonable measures available to it (including, in the case of a
payment by a Guarantor, taking reasonable measures to have the Company or another Guarantor make the relevant payment if this would avoid
the obligation to pay Additional Amounts).
(b) In
such case, the Company may redeem the Securities upon not less than 10 days nor more than 75 days’ notice provided, that, (i) no
such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company or such Guarantor, as the
case may be, would be obligated to pay any such Additional Amounts in respect of the Securities or applicable Guarantee and (ii) at
the time such notice is given, such obligation to pay such Additional Amounts remains in effect. The Company’s right to redeem
the Securities pursuant to this Section 10.08 shall continue as long as the Company or a Guarantor is obligated to pay such Additional
Amounts, notwithstanding that the Company or such Guarantor, as the case may be, shall have made payments of Additional Amounts. Prior
to the giving of any such notice of redemption, the Company must deliver to the Trustee: (1) an Officer’s Certificate stating
that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to
the right of the Company so to redeem have occurred; and (2) an Opinion of Counsel or an independent accountant of recognized standing,
selected by the Company or any Guarantor, as applicable, with respect to tax matters of the applicable Relevant Taxing Jurisdiction to
the effect that the Company or such Guarantor has, or would, become obligated to pay such Additional Amounts as a result of such Change
in Tax Law and the Trustee shall be entitled to accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence
of the satisfaction of the conditions precedent in which event they shall be conclusive and binding on the holders of the Securities.
For the purposes of this Section 10.08, “Change in Tax Law” shall mean any changes in, or amendment to, any law of
a Relevant Taxing Jurisdiction (including any regulations or rulings promulgated thereunder and including, for this purpose, any treaty
entered into by the Relevant Taxing Jurisdiction) or any amendment to or change in the application or official interpretation (including
judicial or administrative interpretation) of such law, which change or amendment becomes effective or, in the case of an official interpretation,
is announced, on or after the date of this Indenture (or, if later, on or after the date on which such Relevant Taxing Jurisdiction became
a Relevant Taxing Jurisdiction).
Any redemption pursuant to
this Section 10.08 shall be made, to the extent applicable, pursuant to the provisions of Sections 10.01 through 10.06.
The foregoing provisions
will apply mutatis mutandis to any successor person, after such successor person becomes a party to this Indenture, with respect to a
Change in Tax Law occurring after the time such successor person becomes a party to this Indenture.
ARTICLE XI
MISCELLANEOUS
SECTION 11.01. [Reserved]
SECTION 11.02. Notices.
Any notice or other communication by the Company, the Guarantors or the Trustee to the others is duly given if in writing and delivered
in person, by facsimile or by overnight air courier guaranteeing next day delivery or if mailed by first-class mail (registered or certified,
return receipt requested), in each case to the other’s address:
If to the Company or any
Guarantor:
c/o Nabors Corporate Services, Inc.
515 West Greens Road, Suite 1200
Houston, Texas 77067
Attention: General Counsel
Telephone No.: (281) 874-0035
Telecopier No.: (281) 775-8431
If to the Trustee:
Wilmington Trust, National Association
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402
Attention: Nabors Notes Administrator
Each of the Company, the
Guarantors and the Trustee by notice to the others may designate additional or different addresses for subsequent notices or other communications.
All notices and other communications
shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited
in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery. Notwithstanding the foregoing, notices to the Trustee shall
be effective only upon receipt.
Any notice or other communication
to a Holder shall be mailed by first-class mail, postage prepaid, to the Holder’s address shown on the register kept by the Registrar;
provided, however, if the Holder is the Depositary (or its nominee) any notice or communication to such Holder shall be given in accordance
with the Depositary’s rules and procedures. Failure to give a notice or other communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.
If a notice or other communication
is mailed or otherwise sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives
it.
If the Company or any Guarantor
sends a notice or other communication to Holders, it shall send a copy to the Trustee at the same time.
All notices or other communications,
including, without limitation, notices to the Trustee, the Company or the Guarantors by Holders, shall be in writing and in the English
language.
In case by reason of the
suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice or other communication
required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient
mailing of such notice.
SECTION 11.03. [Reserved]
SECTION 11.04. Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Company or the Guarantors to the Trustee to take any
action under this Indenture, the Company or the Guarantors shall, if requested by the Trustee, furnish to the Trustee:
(i) an
Officer’s Certificate (which shall include the statements set forth in Section 11.05) stating that, in the opinion of the
signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied
with; and
(ii) an
Opinion of Counsel (which shall include the statements set forth in Section 11.05) stating that, in the opinion of such counsel,
all such conditions precedent and covenants have been complied with.
Notwithstanding the foregoing,
no such Opinion of Counsel shall be required in connection with the issuance of the Initial Securities.
SECTION 11.05. Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:
(i) a
statement that the Person making such certificate or opinion has read such covenant or condition;
(ii) a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(iii) a
statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been complied with; and
(iv) a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.
SECTION 11.06. Rules by
Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or the Paying
Agent may make reasonable rules and set reasonable requirements for its functions.
SECTION 11.07. Legal
Holidays. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a record date is a Legal Holiday, the record
date shall not be affected.
SECTION 11.08. No
Recourse Against Others. A director, officer, employee or stockholder of the Company or the Guarantors, as such, shall not have any
liability for any obligations of the Company or the Guarantors under the Securities, the Guarantees or this Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting a Security waives and releases all
such liability. The waiver and release shall be part of the consideration for the issue of the Securities.
SECTION 11.09. Governing
Law; Jury Trial Waiver. This Indenture, the Securities and the Guarantees shall be governed by and construed in accordance with the
laws of the State of New York. EACH OF THE COMPANY, THE GUARANTORS, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE,
THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.
SECTION 11.10. Consent
to Jurisdiction and Service of Process. Each of the Foreign
Guarantors is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore
hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any
action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of
the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan,
The City of New York, by the Trustee or the Holder of any Security, and to the fullest extent permitted by applicable law, the Company
and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such
proceeding and expressly and irrevocably accepts and submits, for the benefit of the Trustee or the Holders from time to time of the
Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with
respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor
authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the Foreign
Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to
continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent with respect to any such
action shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any
action against a Foreign Guarantor arising out of or based on any Security or the Guarantees may also be instituted by the Trustee or
the Holder of such Security in any court in the jurisdiction of organization of such Foreign Guarantor, and each Foreign Guarantor expressly
accept the jurisdiction of any such court in any such action. The Company hereby accepts the foregoing appointments as agent for service
of process.
SECTION 11.11. Waiver
of Immunity. To the extent that any Foreign Guarantor or any of their respective properties, assets or revenues may have or may hereafter
become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action,
suit or proceeding, from the giving of any relief in any thereof, from set-off or counterclaim, from the jurisdiction of any court, from
service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of
judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction
in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising
out of or in connection with this Indenture or the Securities, each Foreign Guarantor, to the maximum extent permitted by law, hereby
irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.
SECTION 11.12. Judgment
Currency. The Foreign Guarantors agree to indemnify the Trustee and each Holder against any loss incurred by it as a result of any
judgment or order being given or made and expressed and paid in a currency (the “Judgment Currency”) other than U.S. dollars
and as a result of any variation as between (a) the rate of exchange at which the U.S. dollar amount is converted into the Judgment
Currency for the purpose of such judgment or order and (b) the spot rate of exchange in The City of New York at which the Trustee
or such Holder on the date of payment of such judgment or order is able to purchase U.S. dollars with the amount of the Judgment Currency
actually received by the Trustee or such Holder. The foregoing indemnity shall constitute a separate and independent obligation of the
Foreign Guarantors and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot
rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into,
U.S. dollars.
SECTION 11.13. No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company, the Guarantors or any other Subsidiary of Nabors Bermuda. Any such indenture, loan or debt agreement may not be used
to interpret this Indenture.
SECTION 11.14. Successors.
All agreements of the Company and the Guarantors in this Indenture and the Securities shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successor.
SECTION 11.15. Severability.
In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 11.16. Counterpart
Originals. This Indenture (or to any document delivered in connection with this Indenture) shall be valid, binding, and enforceable
against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic
signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic
Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively,
“Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature.
Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect,
and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall
have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and
shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.
SECTION 11.17. U.S.A.
Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like
all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and
record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.
The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee
to satisfy the requirements of the U.S.A. Patriot Act.
SECTION 11.18. Force
Majeure. In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, epidemics, pandemics, quarantine restrictions,
recognized emergencies or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services and hacking, cyber-attacks, or other use or infiltration of the Trustee’s technological infrastructure exceeding
authorized access; it beyond understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in
the banking industry to resume performance as soon as practicable under the circumstances.
SECTION 11.19. Table
of Contents, Headings, etc. The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted
for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or
provisions hereof.
SECTION 11.20. Entire
Agreement. This Indenture and the exhibits hereto set forth the entire agreement and understanding of the parties related to this
transaction and supersede all prior agreements and understandings, oral or written.
[Remainder of page intentionally left
blank]
IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.
Company: |
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NABORS INDUSTRIES, INC. |
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By: |
/s/ Michael Csizmadia |
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Name: |
Michael Csizmadia |
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Title: |
Senior Vice President General Counsel & Chief Compliance Officer & Secretary |
Guarantors:
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NABORS INDUSTRIES LTD. |
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By: |
/s/ Mark D. Andrews |
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Name: |
Mark D. Andrews |
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Title: |
Corporate Secretary |
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NABORS HOLDINGS LTD. |
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By: |
/s/ Mark D. Andrews |
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Name: |
Mark D. Andrews |
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Title: |
President |
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NABORS GLOBAL HOLDINGS LIMITED |
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By: |
/s/ Henricus Reindert Petrus Pollmann |
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Name: |
Henricus Reindert Petrus Pollmann |
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Title: |
Class A Manager |
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NABORS LUX FINANCE 1, |
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a société à responsabilité limitée, with |
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registered office at 8-10 Avenue de la Gare, |
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L-1610 Luxembourg, RCS number B153636 |
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By: |
/s/ Henricus Reindert Petrus Pollmann |
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Name: |
Henricus Reindert Petrus Pollmann |
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Title: |
Class A Manager |
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NABORS INTERNATIONAL FINANCE INC. |
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By: |
/s/ Michael Csizmadia |
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Name: |
Michael Csizmadia |
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Title: |
Senior Vice President, General Counsel & Chief Compliance Officer and Secretary |
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NABORS DRILLING HOLDINGS INC. |
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By: |
/s/ Michael Csizmadia |
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Name: |
Michael Csizmadia |
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Title: |
Senior Vice President General Counsel & Chief Compliance Officer & Secretary |
Signature
Page to Indenture
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Trustee: |
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Wilmington Trust, National Association |
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By: |
/s/ Quinton M. DePompolo |
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Name: Quinton M. DePompolo |
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Title: Assistant Vice President |
Signature
Page to Indenture
EXHIBIT A
[FACE OF NOTE]
NABORS INDUSTRIES, INC.
8.875% SENIOR GUARANTEED NOTES DUE 2031
No. _________
CUSIP No. ____________
ISIN No. ____________ |
$__________ |
Nabors Industries, Inc.,
a Delaware corporation (the “Company”), for value received promises to pay to __________________ or registered assigns, the
principal sum of _________ Dollars[, or such greater or lesser amount as is indicated on the Schedule of Exchanges of Interests in the
Global Securities on the other side of this Security,*] on August 15, 2031.
Interest Payment Dates: February 15 and August 15
Record Dates: February 1 and August 1
Reference is hereby made
to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
IN
WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile by one of its duly authorized
officers.
Dated:
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NABORS INDUSTRIES, INC. |
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By: |
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Certificate of Authentication:
This is one of the Securities referred to in
the within- mentioned Indenture.
WILMINGTON
TRUST, NATIONAL ASSOCIATION, as Trustee
* This phrase should be included only if the
Security is a Global Security.
[REVERSE OF SECURITY]
[Insert the Global Security Legend, if applicable
pursuant to the provisions of the Indenture]
[Insert the Private Placement Legend, if applicable
pursuant to the provisions of the Indenture]
NABORS INDUSTRIES, INC.
8.875% SENIOR GUARANTEED NOTE DUE 2031
This
Security is one of a duly authorized issue of 8.875% Senior Guaranteed Notes due 2031 (the “Securities”) of Nabors
Industries, Inc., a Delaware corporation (the “Company”).
1. Interest.
The Company promises to pay interest on the principal amount of this Security at a rate of 8.875% per annum until Maturity. The Company
will pay interest semi-annually on February 15 and August 15 of each year (each an “Interest Payment Date”),
beginning [ ], or if any such day is not a Business Day, on
the next succeeding Business Day. Interest on this Security will accrue from the most recent Interest Payment Date on which interest
has been paid or, if no interest has been paid, from [ ];
provided that if there is no existing Default in the payment of interest, and if this Security is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date. Further, to the extent lawful, the Company shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal, premium, if any, Additional Amounts, if any, and interest (without regard to any applicable
grace period), from time to time on demand at the rate then in effect on the Securities. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
2. Method
of Payment. The Company will pay interest on this Security (except defaulted interest) to the Persons who are registered Holders
of this Security at the close of business on the record date next preceding the Interest Payment Date, even if this Security is canceled
after such record date and on or before such Interest Payment Date. The Holder must surrender this Security to a Paying Agent to collect
payments of principal and premium, if any. The Company will pay the principal of and premium, if any, and Additional Amounts, if any,
and interest on this Security in money of the United States of America that at the time of payment is legal tender for payment of public
and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, if any, Additional
Amounts, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository
Trust Company. The Company will make all payments in respect of a certificated Security (including principal, premium, if any, Additional
Amounts, if any, and interest) at the office or agency of the Paying Agent maintained for such purpose or, at its option, by mailing
a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Security will be made by
wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire
transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
3. Ranking
and Guarantees. This Security is a senior unsecured obligation of the Company and is guaranteed pursuant to guarantees (the “Guarantees”)
by the Guarantors to the extent set forth in the Indenture. The Guarantees are senior unsecured obligations of the Guarantors. References
herein to the Indenture or the Securities shall be deemed also to refer to the Guarantees set forth in the Indenture except where the
context otherwise requires.
4. Optional
Redemption; Purchases upon Change of Control Triggering Event.
The Securities are subject
to the optional redemption provisions set forth in Sections 10.07 and 10.08 of the Indenture and certain offers to repurchase upon the
occurrence of certain Change of Control Triggering Events as set forth in Section 3.10 of the Indenture.
5. Paying
Agent and Registrar. Initially, Wilmington Trust, National Association., the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. Nabors Bermuda or any of its Subsidiaries
may act in any such capacity.
6. Indenture.
The Company issued this Security under an Indenture dated as of July 22, 2024 (as amended, supplemented or otherwise modified from
time to time, the “Indenture”) among the Company, the Guarantors and Wilmington Trust, National Association, (the “Trustee”).
The terms of this Security include those stated in the Indenture. This Security and the Guarantees are subject to all such terms, and
Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Security conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling (to the extent permitted by law).
The Securities are unsecured obligations of the Company. The Company initially has issued $550,000,000 aggregate principal amount of
Securities. The Company may issue Additional Securities of the same series as this Security under the Indenture, provided that
a separate CUSIP will be used for any Additional Securities that are not “fungible” for U.S. federal income tax purposes
with the Securities issued on the date of the Indenture. Capitalized terms used but not defined in this Security have the respective
meanings given to such terms in the Indenture.
7. Denominations,
Transfer, Exchange. The Securities are issuable only in registered form without coupons in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The transfer of this Security may be registered and this Security may be exchanged only as provided
in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any transfer tax or similar governmental charge or other fee required by law and payable in connection therewith.
The Registrar need not exchange or register the transfer of this Security during the period between a record date and the corresponding
Interest Payment Date.
8. Persons
Deemed Owners. The registered Holder of a Security shall be treated as its owner for all purposes.
9. Amendments
and Waivers. The Securities are subject to the amendment and waiver provisions set forth in Article VIII of the Indenture.
10. Defaults
and Remedies. The Events of Default and remedies of the Holders pertaining to the Securities are set forth in Article V of
the Indenture.
11. Additional
Amounts. If the Company or any Guarantor is required to withhold or deduct any amount for or on account of any Taxes for any payment
made under or with respect to this Security, it will, subject to the limitations set forth in Section 3.08 of the Indenture, pay
any Additional Amounts.
12. Discharge
or Defeasance Prior to Maturity. The Indenture shall be satisfied and discharged with respect to this Security upon the payment of
all of the Securities, and it may be satisfied and discharged (except for certain obligations) upon the irrevocable deposit with the
Trustee of cash, or U.S. Government Obligations or a combination thereof sufficient for such payment. The Indenture also contains provisions
for defeasance of (i) the entire indebtedness of the Company on the Securities and (ii) certain restrictive covenants and
the related Events of Default with respect to this Security, subject to compliance by the Company with certain conditions set forth in
the Indenture.
13. Trustee
Dealings with the Company and the Guarantors. The Trustee in its individual or any other capacity may become the owner or pledgee
of this Security and may otherwise deal with the Company, the Guarantors or any of their Affiliates with the same rights it would have
if it were not the Trustee.
14. No
Recourse Against Others. A director, officer, employee or stockholder of the Company or the Guarantors, as such, shall not have any
liability for any obligations of the Company or the Guarantors under this Security, the Guarantees or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting this Security waives and releases
all such liability. The waiver and release are part of the consideration for the issuance of this Security.
15. Authentication.
This Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated
by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that this Security has
been authenticated under the Indenture.
16. CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has
caused a CUSIP number to be printed on this Security as a convenience to the Holders of this Security. No representation is made as to
the correctness of such number either as printed on this Security or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on this Security.
17. Abbreviations.
Customary abbreviations may be used in the name of a Holder 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 Gifts to Minors Act).
18. Governing
Law. The Indenture, this Security and the Guarantees shall be governed by and construed in accordance with, the laws of the State
of New York.
The Company will furnish
to any Holder upon written request and without charge a copy of the Indenture. Request may be made to it at:
c/o Nabors Corporate Services, Inc.
515 West Greens Road, Suite 1200
Houston, Texas 77067
Attention: General Counsel
Telephone No.: (281) 874-0035
Telecopier No.: (281) 775-8431
FORM OF NOTATION ON SECURITY
RELATING TO GUARANTEES
Each of the Guarantors (which
term includes any successor Person in such capacity under the Indenture), has fully, unconditionally and absolutely guaranteed, to the
extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal of and
premium, if any, Additional Amounts, if any, and interest on these Securities and all other amounts due and payable under the Indenture
by the Company with respect to these Securities.
The obligations of the Guarantors
to the Holders of Securities and to the Trustee pursuant to the Guarantees and the Indenture are expressly set forth in Article IX
of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantees.
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Guarantors: |
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NABORS INDUSTRIES LTD. |
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By: |
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Name: |
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Title: |
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NABORS HOLDINGS LTD. |
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By: |
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Title: |
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NABORS GLOBAL HOLDINGS |
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LIMITED |
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NABORS LUX FINANCE 1 |
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By: |
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Name: |
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Title: |
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NABORS INTERNATIONAL FINANCE INC. |
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By: |
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NABORS DRILLING HOLDINGS INC. |
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By: |
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Name: |
ASSIGNMENT FORM
To assign this Security,
fill in the form below: (I) or (we) assign and transfer this Security to:_____________________________________________
(Insert assignee’s social security or tax
I.D. number)
(Print or type assignee’s name, address
and zip code)
and irrevocably appoint ___________________________________________________
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.
Date: |
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Your |
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Signature: |
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(Sign exactly as your name
appears on the face of this Security) |
Signature |
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Guarantee: |
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(Participant in a Recognized
Signature Guaranty Medallion Program) |
SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY**
The following increases or
decreases in the principal amount of this Global Security have been made:
Date
of
Transaction |
Amount
of Decrease
in Principal Amount
of Global Security |
Amount
of Increase
in Principal Amount
of Global Security |
Principal
Amount of
Global Security
Following Such
Decrease (or
Increase) |
Signature
of Authorized
Signatory, Trustee or Securities
Custodian |
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** This Schedule should be included only if the
Security is a Global Security.
Option of Holder to Elect Purchase
If you want to elect to have
this Security purchased by the Company pursuant to Section 3.10 of the Indenture, check the box below:
¨
If you want to elect to have
only part of the Security purchased by the Company pursuant to Section 3.10 of the Indenture, state the amount you elect to have
purchased:
$_______________
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Your Signature: |
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(Sign exactly as your name appears on the face of this Security) |
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Tax Identification No.: |
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** Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).
EXHIBIT B
FORM OF CERTIFICATE OF TRANSFER
Nabors Corporate Services, Inc.
515 West Greens Road, Suite 1200
Houston, Texas 77067
Attention: General Counsel
Telephone No.: (281) 874-0035
Telecopier No.: (281) 775-8431
Wilmington Trust, National Association
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402
Attention: Nabors Notes Administrator
Re: 8.875% Senior Guaranteed
Notes due 2031
Reference is hereby made
to the Indenture, dated as of July 22, 2024 (the “Indenture”), among Nabors Industries, Inc., as issuer (the
“Company”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.
______________ (the “Transferor”)
owns and proposes to transfer the Security or beneficial interest in such Security specified in Annex A hereto, in the principal amount
of $___________ (the “Transfer”), to __________ (the “Transferee”), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:
[CHECK ALL THAT APPLY]
1. [
] CHECK IF TRANSFEREE IS A QIB IN ACCORDANCE WITH RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further
certifies that the beneficial interest or Definitive Security is being transferred to a Person that the Transferor reasonably believes
is purchasing the beneficial interest or Definitive Security for its own account, or for one or more accounts with respect to which such
Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive Security will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A Global Security or the Restricted Definitive Security and in the Indenture
and the Securities Act.
2. [
] CHECK IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not
being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither
such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if
the Transfer is being made prior to the expiration of the Restricted Period, the Transfer is not being made to a U.S. Person or for the
account or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Security will be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Regulation S Global Security or the Restricted Definitive Security and in the Indenture and the Securities Act.
3. [
] CHECK IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer
is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Securities and
Restricted Definitive Securities and pursuant to and in accordance with the Securities Act (other than Rule 144A or Regulation
S) and any applicable “blue sky” securities laws of any state of the United States.
4. [
] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY OR OF AN UNRESTRICTED
DEFINITIVE SECURITY:
(a) [
] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Security will no longer be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities
and in the Indenture.
(b) [
] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 904
under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Security will no longer be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities
and in the Indenture.
(c) [
] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture.
This certificate and the
statements contained herein are made for your benefit and the benefit of the Company and the Guarantor.
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Dated: ___________, ____
ANNEX A TO CERTIFICATE OF TRANSFER
1. The
Transferor owns and proposes to transfer the following:
[CHECK ONE OF (a) OR
(b)]
(a) [
] a beneficial interest in a Global Security (CUSIP [ ]), or
(b) [
] a Restricted Definitive Security (CUSIP [ ]).
2. After
the Transfer the Transferee will hold:
[CHECK ONE]
(a) [
] a beneficial interest in a Global Security (CUSIP [ ]); or
(b) [
] a Restricted Definitive Security (CUSIP [ ]); or
(c) [
] an Unrestricted Definitive Security (CUSIP [ ]), in accordance with the terms of the Indenture.
EXHIBIT C
FORM OF CERTIFICATE OF EXCHANGE
Nabors Corporate Services, Inc.
515 West Greens Road, Suite 1200
Houston, Texas 77067
Attention: General Counsel
Telephone No.: (281) 874-0035
Telecopier No.: (281) 775-8431
Wilmington Trust, National Association
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402
Attention: Nabors Notes Administrator
Re: | 8.875%
Senior Guaranteed Notes due 2031
CUSIP
for Securities sold in reliance on Rule 144A: [ ] |
CUSIP
for Securities sold in reliance on Regulation S: [ ]
Reference is hereby made
to the Indenture, dated as of July 22, 2024 (the “Indenture”), among Nabors Industries, Inc., as issuer (the
“Company”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.
____________ (the “Owner”)
owns and proposes to exchange the Securities or beneficial interest in such Securities specified above, in the principal amount of $____________
(the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:
1. EXCHANGE
OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL SECURITY FOR UNRESTRICTED DEFINITIVE SECURITIES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL SECURITY:
(a) [
] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY.
In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in
an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Securities and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities
Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Security is being
acquired in compliance with any applicable “blue sky” securities laws of any state of the United States.
(b) [
] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In connection with
the Exchange of the Owner’s beneficial interest in a Restricted Global Security for an Unrestricted Definitive Security, the Owner
hereby certifies (i) the Definitive Security is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Securities and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Security is being acquired
in compliance with any applicable “blue sky” securities laws of any state of the United States.
(c) [
] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In connection with
the Owner’s Exchange of a Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security, the Owner
hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable “blue sky” securities laws of any state of the United States.
(d) [
] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In connection with the Owner’s
Exchange of a Restricted Definitive Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Unrestricted
Definitive Security is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Security is being acquired in compliance
with any applicable “blue sky” securities laws of any state of the United States.
2. EXCHANGE
OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL SECURITIES FOR RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL SECURITIES:
(a) [
] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY TO RESTRICTED DEFINITIVE SECURITY. In connection with
the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a Restricted Definitive Security with an equal
principal amount, the Owner hereby certifies that the Restricted Definitive Security is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive
Security issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Definitive Security and in the Indenture and the Securities Act.
(b) [
] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SECURITY TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY. In connection with
the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the [CHECK ONE] [ ]
144A Global Security or [ ] Regulation S Global Security in an equal principal amount, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the Restricted Global Securities and pursuant to and in accordance
with the Securities Act, and in compliance with any applicable “blue sky” securities laws of any state of the United States.
Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in
the Indenture and the Securities Act.
This certificate and the
statements contained herein are made for your benefit and the benefit of the Company and the Guarantor.
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Dated:_________________, ___
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Nabors Industries (NYSE:NBR)
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De Nov 2024 a Dic 2024
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