exv4w3






Exhibit 4.3




Execution Version


NABORS INDUSTRIES, INC.




$1,125,000,000 9.25% Senior Notes due 2019




REGISTRATION RIGHTS AGREEMENT




New York, New York

January 12, 2009




GOLDMAN, SACHS & CO.

UBS SECURITIES LLC

CITIGROUP GLOBAL MARKETS INC.

DEUTSCHE BANK SECURITIES INC.



As Representatives of the Initial

Purchasers named in Schedule A

to the Purchase Agreement




c/o Goldman, Sachs & Co.



85 Broad Street

New York, New York 10004




Ladies and Gentlemen:



          Nabors Industries, Inc., a corporation organized under the laws of the State of Delaware (the
“Company”), proposes to issue and sell to the several initial purchasers named in Schedule A hereto
(the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated January 7, 2009
(the “Purchase Agreement”), $1,125,000,000 aggregate principal amount of its 9.25% Senior Notes due
2019 (the “Notes”) relating to the initial placement of the Notes (the “Initial Placement”). The
Notes will be unconditionally guaranteed (the “Guarantees” and together with the Notes, the
“Securities”) on a senior basis by Nabors Industries Ltd., a Bermuda company (the “Guarantor”). To
satisfy a condition to the obligations of the Initial Purchasers under the Purchase Agreement, the
Company and the Guarantor agree with the Initial Purchasers for the benefit of the holders from
time to time of the Securities (including the Initial Purchasers) and the New Securities (as
defined herein) (each a “Holder” and, together, the “Holders”), as follows:



          1. Definitions. Capitalized terms used herein without definition shall have their
respective meanings set forth in the Purchase Agreement. As used in this Registration Rights
Agreement (this “Agreement”), the following capitalized defined terms shall have the following
meanings:



          “Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder.



          “Affiliate” of any specified Person shall have the same meaning as in Rule 501(b) of
Regulation D of the Securities Act.



 









 





          “Agreement” shall have the meaning set forth in Section 1 hereof.



          “Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.



          “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day
on which banking institutions or trust companies are authorized or obligated by law to close in New
York City.



          “Closing Date” shall mean the date on which the Securities are initially issued.



          “Commission” shall mean the Securities and Exchange Commission.



          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.



          “Exchange Offer Registration Period” shall mean the 180-day period following the effective
date of the Exchange Offer Registration Statement, exclusive of any period during which any stop
order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement,
or such shorter period as will terminate when all New Securities held by Exchanging Dealers or
Initial Purchasers have been sold pursuant thereto.



          “Exchange Offer Registration Statement” shall mean a registration statement of the Company and
the Guarantor on an appropriate form under the Act with respect to the Registered Exchange Offer,
all amendments and supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.



          “Exchanging Dealer” shall mean any Holder (which may include any of the Initial Purchasers)
that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired
for its own account as a result of market-making activities or other trading activities (but not
directly from the Company or any Affiliate of the Company).



          “Free Writing Prospectus” shall mean each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of the Company (or any of its agents or
representatives) or used or referred to by the Company (or any of its agents or representatives) in
connection with the sale of the Notes or the New Notes.



          “Holder” shall have the meaning set forth in the preamble hereto.



          “Indenture” shall mean the Indenture relating to the Securities, dated as of January 12, 2009,
among the Company, the Guarantor and Wells Fargo Bank, National Association, as trustee, as the
same may be amended from time to time in accordance with the terms thereof.



          “Initial Placement” shall have the meaning set forth in the preamble hereto.



          “Initial Purchasers” shall have the meaning set forth in the preamble hereto.



2









 





          “Losses” shall have the meaning set forth in Section 7(a) hereof.



          “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
Notes and/or New Notes, as applicable, registered under a Registration Statement.



          “Managing Underwriters” shall mean the investment banker or investment bankers and manager or
managers that shall administer an underwritten offering.



          “Memorandum” shall have the meaning set forth in the Purchase Agreement.



          “New Notes” shall mean debt securities of the Company, guaranteed by the Guarantor, identical
in all material respects to the Notes (except that the cash interest and interest rate step-up
provisions and the transfer restrictions shall be modified or eliminated, as appropriate) and to be
issued under the Indenture or the New Securities Indenture.



          “New Securities” shall mean debt securities of the Company and the related guarantees of the
Guarantor, identical in all material respects to the Securities (except that the cash interest and
interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as
appropriate) and to be issued under the Indenture or the New Securities Indenture.



          “New Securities Indenture” shall mean an indenture among the Company, the Guarantor and the
New Securities Trustee, identical in all material respects to the Indenture (except that the
interest rate step-up provisions will be modified or eliminated, as appropriate).



          “New Securities Trustee” shall mean a bank or trust company reasonably satisfactory to the
Initial Purchasers, as trustee with respect to the New Securities under the New Securities
Indenture.



          “Prospectus” shall mean the prospectus included in any Registration Statement (including,
without limitation, a prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Securities or the New Securities covered by such Registration Statement, and all
amendments and supplements thereto and all material incorporated by reference therein.



          “Purchase Agreement” shall have the meaning set forth in the preamble hereto.



          “Registered Exchange Offer” shall mean the proposed offer of the Company to issue and deliver
to the Holders of the Securities that are not prohibited by any law or policy of the Commission
from participating in such offer, in exchange for the Securities, a like aggregate principal amount
of the New Notes and Related Guarantees.



          “Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf
Registration Statement that covers any of the Securities or the New Securities pursuant to the
provisions of this Agreement, any amendments and supplements to such registration



3









 







statement, including post-effective amendments (in each case including the Prospectus
contained therein), all exhibits thereto and all material incorporated by reference therein.



          “Related Guarantees” shall mean the guarantees of the Guarantor to be issued under the
Indenture or the New Securities Indenture in respect of New Notes.



          “Securities” shall have the meaning set forth in the preamble hereto.



          “Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.



          “Shelf Registration Period” has the meaning set forth in Section 3(b) hereof.



          “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and
the Guarantor pursuant to the provisions of Section 3 hereof which covers some or all of the
Securities and/or New Securities, as applicable, on an appropriate form under Rule 415 under the
Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein.



          “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules
and regulations of the Commission promulgated thereunder and any successor act, rules and
regulations.



          “Trustee” shall mean the trustee with respect to the Securities and New Securities under the
Indenture.



          “Underwriter” shall mean any underwriter of Securities or New Securities in connection with an
offering thereof under a Registration Statement.



          2. Registered Exchange Offer.




          (a) Except as set forth in Section 3 below, the Company and the Guarantor shall
prepare, at their cost, and, not later than 90 days following the Closing Date (or if such
90th day is not a Business Day, the next succeeding Business Day) shall file with
the Commission the Exchange Offer Registration Statement with respect to the Registered
Exchange Offer. The Company and the Guarantor shall use their reasonable best efforts to
cause the Exchange Offer Registration Statement to become effective under the Act not later
than July 12, 2009.




          (b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company
and the Guarantor shall promptly commence the Registered Exchange Offer.




          (c) In connection with the Registered Exchange Offer, the Company and the Guarantor
shall:



4









 






          (i) mail to each Holder a copy of the Prospectus forming part of the Exchange
Offer Registration Statement, together with an appropriate letter of transmittal and
related documents;




          (ii) commence and use their reasonable best efforts to complete the Registered
Exchange Offer promptly, but no later than September 12, 2009, and hold the
Registered Exchange Offer open for not less than 20 Business Days;




          (iii) use their reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective under the Act, supplemented and amended as required
under the Act to ensure that it is available for sales of New Securities by
Exchanging Dealers or the Initial Purchasers during the Exchange Offer Registration
Period;




          (iv) utilize the services of a depositary for the Registered Exchange Offer,
which may be the Trustee, the New Securities Trustee or an Affiliate of either of
them;




          (v) permit Holders to withdraw tendered Securities at any time prior to the
close of business, New York time, on the last Business Day on which the Registered
Exchange Offer is open; and




          (vi) comply in all material respects with all applicable laws.




          (d) As soon as practicable after the close of the Registered Exchange Offer, the
Company and the Guarantor shall:




          (i) accept for exchange all Notes tendered and not validly withdrawn pursuant
to the Registered Exchange Offer;




          (ii) deliver to the Trustee for cancellation in accordance with Section 5(r)
all Notes so accepted for exchange; and




          (iii) cause the Trustee or New Securities Trustee, as the case may be, promptly
to authenticate and deliver to each Holder of Securities a principal amount of New
Notes equal to the principal amount of the Notes of such Holder so accepted for
exchange.




          (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such
Holder using the Registered Exchange Offer to participate in a distribution of the New
Securities (x) could not under Commission policy as in effect on the date of this Agreement
rely on the position of the Commission in Morgan Stanley and Co., Inc. (pub. avail.
June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar
no-action letters; and (y) must comply with the registration and prospectus delivery
requirements of the Act in connection with any secondary resale transaction which must be
covered by an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of



5









 







Regulation S-K under the Act if the resales are of New Securities obtained by such
Holder in exchange for Securities acquired by such Holder directly from the Company or one
of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer
shall be required to represent to the Company and the Guarantor that, at the time of the
consummation of the Registered Exchange Offer:




          (i) any New Securities received by such Holder will be acquired in the ordinary
course of business;




          (ii) such Holder will have no arrangement or understanding with any Person to
participate in the distribution of the Securities or the New Securities within the
meaning of the Act;




          (iii) such Holder is not an Affiliate of the Company or the Guarantor or if it
is an Affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Act to the extent applicable;




          (iv) if such Holder is not a Broker-Dealer, that it is not engaged in, and does
not intend to engage in, the distribution of the New Securities; and




          (v) if such Holder is a Broker-Dealer, that it will receive New Securities for
its own account in exchange for Securities that were acquired as a result of
market-making activities or other trading activities and that it will deliver a
prospectus in connection with any resale of such New Securities.



          3. Shelf Registration.





          (a) If (i) due to any change in law or applicable interpretations thereof by the
Commission’s staff, the Company determines upon advice of its outside counsel that it is not
permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof;
(ii) for any other reason the Exchange Offer Registration Statement is not declared
effective by July 12, 2009 or the Registered Exchange Offer is not consummated by September
12, 2009; (iii) the Initial Purchasers determine upon advice of their counsel that a Shelf
Registration Statement must be filed in connection with any public offering or sale of
Securities that are not eligible to be exchanged for New Securities in the Registered
Exchange Offer and that are held by them following consummation of the Registered Exchange
Offer; or (iv) any Holder (other than the Initial Purchasers) is not eligible to participate
in the Registered Exchange Offer or does not receive freely tradeable New Securities in the
Registered Exchange Offer other than by reason of such Holder being an Affiliate of the
Company (it being understood that the requirement that a participating Broker-Dealer deliver
the prospectus contained in the Exchange Offer Registration Statement in connection with
sales of New Securities shall not result in such New Securities being not “freely
tradeable”), the Company and the Guarantor shall effect a Shelf Registration Statement in
accordance with subsection (b) below.




          (b) If required pursuant to subsection (a) above,



6









 






          (i)   the Company and the Guarantor, at their cost, shall as promptly as
practicable, but in no event later than 90 days after such obligation to file
arises, file with the Commission and cause to be declared effective under the Act as
soon as practicable, but in no event later than September 11, 2009, a Shelf
Registration Statement relating to the offer and sale of the Securities or the New
Securities, as applicable, by the Holders thereof from time to time in accordance
with the methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement; provided, however, that no Holder (other
than the Initial Purchasers) shall be entitled to have the Securities or New
Securities held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder; and provided further, that with respect
to New Securities received by the Initial Purchasers in exchange for Securities
constituting any portion of an unsold allotment, the Company and the Guarantor may,
if permitted by current interpretations by the Commission’s staff, file a
post-effective amendment to the Exchange Offer Registration Statement containing the
information required by Item 507 or 508 of Regulation S-K, as applicable, in
satisfaction of their obligations under this subsection with respect thereto, and
any such Exchange Offer Registration Statement, as so amended, shall be referred to
herein as, and governed by the provisions herein applicable to, a Shelf Registration
Statement;




          (ii) the Company and the Guarantor shall use their reasonable best efforts to
keep the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Act, in order to permit the Prospectus forming part
thereof to be usable by Holders for a period the earlier of (A) the time when all of
the Securities or New Securities, as applicable, covered by the Shelf Registration
Statement can be sold pursuant to Rule 144 without limitation by non-affiliates of
the Company under clause (d) of Rule 144, (B) the date on which all the Securities
or New Securities, as applicable, covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement, and (C) one year from the
date the Shelf Registration Statement is declared effective by the Commission (in
any such case, such period being called the “Shelf Registration Period”); it being
understood that the Company and the Guarantor shall be deemed not to have used their
reasonable best efforts to keep the Shelf Registration Statement effective during
the requisite period if they voluntarily take any action that would result in
Holders of Securities or New Securities covered thereby not being able to offer and
sell such Securities or New Securities during that period, unless (A) such action is
required by applicable law; or (B) such action is taken by the Company and the
Guarantor in good faith and for valid business reasons (not including avoidance of
the Company’s and the Guarantor’ obligations hereunder), including, but not limited
to, the acquisition or divestiture of assets, so long as the Company and the
Guarantor promptly thereafter comply with the requirements of Section 5(k) hereof,
if applicable; and




          (iii) the Company and the Guarantor shall cause the Shelf Registration
Statement and the related Prospectus and any amendment or supplement thereto, as of
the effective date of the Shelf Registration Statement or



7









 







such amendment or supplement, (A) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations of the
Commission; and (B) not to contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.



          4. Special Interest. If (a) on or prior to September 12, 2009, the Registered
Exchange Offer has not been consummated, or (b) after either the Exchange Offer Registration
Statement or the Shelf Registration Statement has been declared effective, such Registration
Statement thereafter ceases to be effective or usable in connection with resales of Securities or
New Securities in accordance with and during the periods specified in this Agreement (each such
event referred to in clauses (a) and (b), a “Registration Default”), then, as liquidated damages,
interest (“Special Interest”) will accrue on the principal amount of the Securities and the New
Securities (in addition to the stated interest on the Securities and New Securities) from and
including the date on which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25%
per annum.




          All obligations of the Company and the Guarantor set forth in the preceding paragraph that are
outstanding with respect to any Security at the time such Security is exchanged for a New Security
shall survive until such time as all such obligations with respect to such Security have been
satisfied in full.




          5. Additional Registration Procedures. In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following
provisions shall apply.





          (a) The Company and the Guarantor shall:




          (i) furnish to the Initial Purchasers, not less than five Business Days prior
to the filing thereof with the Commission, a draft copy of any Exchange Offer
Registration Statement and any Shelf Registration Statement, and each amendment
thereof and each amendment or supplement, if any, to the Prospectus included therein
(including all documents incorporated by reference therein after the initial filing)
and shall use their reasonable best efforts to reflect in each such document, when
so filed with the Commission, such comments as the Initial Purchasers reasonably
propose;




          (ii) include the information to the effect of that set forth in:




          (A) Annex A and Annex B hereto in the forepart of the Prospectus
contained in the Exchange Offer Registration Statement,




          (B) Annex C hereto in the underwriting or plan of distribution section
of the Prospectus contained in the Exchange Offer Registration Statement,
and



8









 






          (C) Annex D hereto in the letter of transmittal delivered pursuant to
the Registered Exchange Offer;




          (iii) if requested by the Initial Purchasers, include the information required
by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in
the Exchange Offer Registration Statement; and




          (iv) in the case of a Shelf Registration Statement, include the names of the
Holders that propose to sell Securities or New Securities, as applicable, pursuant
to the Shelf Registration Statement as selling security holders.




          (b) The Company and the Guarantor shall ensure that:




          (i) any Registration Statement and any amendment thereto and any Prospectus
forming part thereof and any amendment or supplement thereto complies in all
respects with the Act and the rules and regulations thereunder; and




          (ii) any Registration Statement and any amendment thereto does not, when it
becomes effective (within the meaning of Rule 430B under the Securities Act),
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.




          (c) The Company and the Guarantor shall advise the Initial Purchasers, the Holders of
Securities or New Securities covered by any Shelf Registration Statement and any Exchanging
Dealer under any Exchange Offer Registration Statement that has provided in writing to the
Company and the Guarantor a telephone or facsimile number and address for notices, and, if
requested by the Initial Purchasers or any such Holder or Exchanging Dealer shall confirm
such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the Company and the
Guarantor shall have remedied the basis for such suspension):




          (i) when a Registration Statement and any amendment thereto has been filed with
the Commission and when the Registration Statement or any post-effective amendment
thereto has become effective;




          (ii) of any request by the Commission for any amendment or supplement to the
Registration Statement or the Prospectus or for additional information;




          (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings for
that purpose;




          (iv) of the receipt by the Company and the Guarantor of any notification with
respect to the suspension of the qualification of the Securities or



9









 







New Securities included therein for sale in any jurisdiction or the initiation
of any proceeding for such purpose; and




          (v) of the happening of any event that requires any change in the Registration
Statement or the Prospectus so that, as of such date, the statements therein are not
misleading and do not omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus, in the
light of the circumstances under which they were made) not misleading.




          (d) The Company and the Guarantor shall use their reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration Statement or the
qualification of the Securities or New Securities therein for sale in any jurisdiction at
the earliest possible time.




          (e) The Company and the Guarantor shall furnish to each Holder of Securities or New
Securities covered by any Shelf Registration Statement, without charge, at least one copy of
such Shelf Registration Statement and any post-effective amendment thereto, and, if the
Holder so requests in writing, all material incorporated therein by reference and all
exhibits thereto (including exhibits incorporated by reference therein).




          (f) The Company and the Guarantor shall, during the Shelf Registration Period, deliver
to each Holder of Securities or New Securities covered by any Shelf Registration Statement,
without charge, as many copies of the Prospectus (including each preliminary Prospectus)
included in such Shelf Registration Statement and any amendment or supplement thereto as
such Holder may reasonably request. The Company and the Guarantor consent to the use of the
Prospectus or any amendment or supplement thereto by each of the selling Holders of
Securities or New Securities in connection with the offering and sale of the Securities or
New Securities covered by the Prospectus, or any amendment or supplement thereto, included
in the Shelf Registration Statement.




          (g) The Company and the Guarantor shall furnish to each Exchanging Dealer or the
Initial Purchasers which so requests, without charge, at least one copy of the Exchange
Offer Registration Statement and any post-effective amendment thereto, including all
material incorporated by reference therein, and, if the Exchanging Dealer so requests in
writing, all exhibits thereto (including exhibits incorporated by reference therein).




          (h) The Company and the Guarantor shall promptly deliver to the Initial Purchasers,
each Exchanging Dealer and each other Person required to deliver a Prospectus during the
Exchange Offer Registration Period, without charge, as many copies of the Prospectus
included in such Exchange Offer Registration Statement and any amendment or supplement
thereto as any such Person may reasonably request. The Company and the Guarantor consent to
the use of the Prospectus or any amendment or supplement thereto by the Initial Purchasers,
any Exchanging Dealer and any such other Person that may be required to deliver a Prospectus
following the Registered Exchange



10









 







Offer in connection with the offering and sale of the New Securities covered by the
Prospectus, or any amendment or supplement thereto, included in the Exchange Offer
Registration Statement.




          (i) Prior to the Registered Exchange Offer or any other offering of Securities or New
Securities pursuant to any Registration Statement, the Company and the Guarantor shall
arrange, if necessary, for the qualification of the Securities or the New Securities for
sale under the laws of such jurisdictions as any Holder shall reasonably request and will
maintain such qualification in effect so long as required; provided that in no event shall
the Company and the Guarantor be obligated to qualify to do business in any jurisdiction
where they are not then so qualified or to take any action that would subject them to
service of process in suits or taxation, other than those arising out of the Initial
Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration
Statement, in any such jurisdiction where they are not then so subject.




          (j) The Company and the Guarantor shall cooperate with the Holders of Securities and
New Securities to facilitate the timely preparation and delivery of certificates
representing New Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and registered in such
names as Holders may request.




          (k) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v)
above, the Company and the Guarantor shall promptly prepare a post-effective amendment to
the applicable Registration Statement or an amendment or supplement to the related
Prospectus or file any other required document so that, as thereafter delivered to the
Initial Purchasers or Exchanging Dealers, the Prospectus will not include an untrue
statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading. In such circumstances, the period of effectiveness of the Exchange Offer
Registration Statement provided for in Section 2 and the Shelf Registration Statement
provided for in Section 3(b) shall each be extended by the number of days from and including
the date of the giving of a notice of suspension pursuant to Section 5(c) to and including
the date when the Initial Purchasers, the Holders of the Securities or New Securities and
any known Exchanging Dealer shall have received such amended or supplemented Prospectus
pursuant to this Section.




          (l) Not later than the effective date of any Registration Statement, the Company and
the Guarantor shall provide a CUSIP number for the Securities or the New Securities, as the
case may be, registered under such Registration Statement and provide the Trustee with
printed certificates for such Securities or New Securities, in a form eligible for deposit
with The Depository Trust Company.




          (m) The Company and the Guarantor shall comply with all applicable rules and
regulations of the Commission and shall make generally available to their security holders
as soon as practicable after the effective date of the applicable Registration Statement an
earnings statement satisfying the provisions of Section 11(a) of the Act.



11









 






          (n) The Company and the Guarantor shall cause the Indenture or the New Securities
Indenture, as the case may be, to be qualified under the Trust Indenture Act in a timely
manner.




          (o) The Company and the Guarantor may require each Holder of Securities or New
Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company
and the Guarantor such information regarding the Holder and the distribution of such
Securities as the Company and the Guarantor may from time to time reasonably require for
inclusion in such Registration Statement. The Company and the Guarantor may exclude from
such Shelf Registration Statement the Securities or New Securities of any Holder that fails
to furnish such information within a reasonable time after receiving such request.




          (p) In the case of any Shelf Registration Statement, the Company and the Guarantor
shall enter into such agreements and take all other appropriate actions (including if
requested an underwriting agreement in customary form) in order to expedite or facilitate
the registration or the disposition of the Securities or New Securities, and in connection
therewith, if an underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable than those set forth in Section
7 (or such other provisions and procedures acceptable to the Majority Holders and the
Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to
Section 7).




          (q) In the case of any Shelf Registration Statement, the Company and the Guarantor
shall use their reasonable best efforts to:




          (i) make reasonably available for inspection by the Holders of Securities or
New Securities to be registered thereunder, any Underwriter participating in any
disposition pursuant to such Registration Statement, and any attorney, accountant or
other agent retained by the Holders or any such Underwriter all relevant financial
and other records, pertinent corporate documents and properties of the Company and
its subsidiaries;




          (ii) cause the Company’s officers, directors and employees to supply all
relevant information reasonably requested by the Holders or any such Underwriter,
attorney, accountant or agent in connection with any such Registration Statement as
is customary for similar due diligence examinations; provided,
however, that any information that is designated in writing by the Company,
in good faith, as confidential at the time of delivery of such information shall be
kept confidential by the Holders or any such Underwriter, attorney, accountant or
agent, unless such disclosure is made in connection with a court proceeding or
required by law, or such information becomes available to the public generally or
through a third party without an accompanying obligation of confidentiality;




          (iii) make such representations and warranties to the Holders of Securities or
New Securities registered thereunder and the Underwriters, if any, in



12









 







form, substance and scope as are customarily made by issuers to Underwriters in
primary underwritten offerings and covering matters including, but not limited to,
those set forth in the Purchase Agreement;




          (iv) obtain opinions of counsel to the Company and the Guarantor and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the Managing Underwriters, if any) addressed to each
selling Holder and the Underwriters, if any, covering such matters as are
customarily covered in opinions requested in underwritten offerings and such other
matters as may be reasonably requested by such Holders and Underwriters;




          (v) obtain “cold comfort” letters and updates thereof from the independent
certified public accountants of the Company (and, if necessary, any other
independent certified public accountants of any subsidiary of the Company or of any
business acquired by the Company for which financial statements and financial data
are, or are required to be, included in the Registration Statement), addressed to
each selling Holder of Securities or New Securities registered thereunder and the
Underwriters, if any, in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with primary underwritten offerings;
and




          (vi) deliver such documents and certificates as may be reasonably requested by
the Majority Holders and the Managing Underwriters, if any, including those to
evidence compliance with Section 5(k) and with any customary conditions contained in
the underwriting agreement or other agreement entered into by the Company and the
Guarantor.


The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall be performed at
(A) the effectiveness of such Registration Statement and each post-effective amendment thereto; and
(B) each closing under any underwriting or similar agreement as and to the extent required
thereunder.





          (r) If a Registered Exchange Offer is to be consummated, upon delivery of the
Securities by Holders to the Company (or to such other Person as directed by the Company) in
exchange for the New Securities, the Company shall mark, or caused to be marked, on the
Securities so exchanged that such Securities are being canceled in exchange for the New
Securities. In no event shall the Securities be marked as paid or otherwise satisfied.




          (s) If any Broker-Dealer shall underwrite any Securities or New Securities or
participate as a member of an underwriting syndicate or selling group or “assist in the
distribution” (within the meaning of the Rules of Fair Practice and the By-Laws of the
Financial Industry Regulatory Authority, Inc.) thereof, whether as a Holder of such
Securities or New Securities or as an Underwriter, a placement or sales agent or a broker or
dealer in respect thereof, or otherwise, will assist such Broker-Dealer in complying with
the requirements of such Rules and By-Laws, including, without limitation, by:



13









 






          (i) if such Rules or By-Laws shall so require, engaging a “qualified
independent underwriter” (as defined in such Rules) to participate in the
preparation of the Registration Statement, to exercise usual standards of due
diligence with respect thereto and, if any portion of the offering contemplated by
such Registration Statement is an underwritten offering or is made through a
placement or sales agent, to recommend the yield of such Securities or New
Securities;




          (ii) indemnifying any such qualified independent underwriter to the extent of
the indemnification of Underwriters provided in Section 7 hereof; and




          (iii) providing such information to such Broker-Dealer as may be required in
order for such Broker-Dealer to comply with the requirements of such Rules.




          (t) The Company and the Guarantor shall use their reasonable best efforts to take all
other steps necessary to effect the registration of the Securities or the New Securities, as
the case may be, covered by a Registration Statement.



          6. Registration Expenses. The Company and the Guarantor shall bear all expenses
incurred in connection with the performance of their obligations under Sections 2, 3 and 5 hereof
and, in the event of any Shelf Registration Statement, will reimburse the Holders for the
reasonable fees and disbursements of one firm or counsel designated by the Majority Holders to act
as counsel for the Holders in connection therewith, but excluding fees and expenses of counsel to
the Initial Purchasers or the Holders, all agency fees and commissions, underwriting discounts and
commissions and transfer taxes attributable to the sale or disposition of Securities by a Holder.




          7. Indemnification and Contribution.





          (a) The Company and the Guarantor agree, jointly and severally, to indemnify and hold
harmless (i) the Initial Purchasers, (ii) each Holder of Securities or New Securities, as
the case may be, covered by any Registration Statement (including with respect to any
Prospectus delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer), (iii)
each Person, if any, who controls (within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act) any of the foregoing (any of the Persons referred to
in this clause (iii) being hereinafter referred to as a “controlling person”), and (iv) the
respective officers, directors, partners, employees, representatives and agents of the
Initial Purchasers, the Holders (including predecessor Holders) or any controlling person
(any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as
an “Indemnified Holder”), from and against any and all losses, claims, damages, and
liabilities (including, without limitation, reasonable legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim asserted)
(collectively “Losses”) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement, preliminary Prospectus, Prospectus,
Free Writing Prospectus or any “issuer information” (as defined



14









 







in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule
433(d) under the Securities Act, or any amendment or supplement thereto, or caused by any
omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as such losses,
claims, damages or liabilities are caused by any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with information
relating to any Indemnified Holder furnished to the Company or the Guarantor in writing by
such Indemnified Holder expressly for use therein; the Company or the Guarantor shall notify
such Indemnified Holder promptly of the institution, threat or assertion of any claim,
proceeding (including any governmental investigation) or litigation in connection with the
matters addressed by this Agreement which involves the Company or the Guarantor or such
Indemnified Holder.




          (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company and the Guarantor, each of their respective directors and officers and each Person
who controls the Company or the Guarantor within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Company and the Guarantor to each Holder, but only with reference to such
losses, claims, damages or liabilities which are caused by any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity with
information relating to a Holder furnished to the Company or the Guarantor in writing by
such Holder expressly for use in any Registration Statement, preliminary Prospectus or
Prospectus, or any amendment or supplement thereto. This indemnity agreement will be in
addition to any liability which any such Holder may otherwise have.




          (c) Each of the Initial Purchasers, severally and not jointly, agrees to indemnify and
hold harmless the Company and the Guarantor, each of their respective directors and officers
and each Person who controls the Company or the Guarantor within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company and the Guarantor to the Initial Purchasers, but only
with reference to such losses, claims, damages or liabilities which are caused by any untrue
statement or omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to the Initial Purchasers furnished to the Company or
the Guarantor in writing by the Initial Purchasers expressly for use in any Registration
Statement, preliminary Prospectus or Prospectus, or any amendment or supplement thereto.
This indemnity agreement will be in addition to any liability which the Initial Purchasers
may otherwise have.




          (d) If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person in respect
of which indemnity may be sought pursuant to either of the three preceding paragraphs, such
Person (the “Indemnified Person”) shall promptly notify the Person or Persons against whom
such indemnity may be sought (each an “Indemnifying Person”) in writing, and such
Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably
satisfactory to the Indemnified Person to represent the Indemnified Person and any others
entitled to indemnification pursuant to this Section



15









 







7 that the Indemnifying Person may designate in such proceeding and shall pay the fees
and expenses of such counsel related to such proceeding. In any such proceeding, the
Indemnifying Person shall be able to participate in such proceeding and, to the extent that
it so elects, jointly with any other similarly situated Indemnifying Person, to assume the
defense thereof, subject to the right of the Indemnified Person to be separately represented
and to direct its own defense if the named parties to any such proceeding include both the
Indemnified Person and the Indemnifying Person and the Indemnified Person has been advised
by counsel that representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Person unless (i) such
Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary or
(ii) the named parties in any such proceeding (including any impleaded parties) include an
Indemnifying Person and an Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests between them.
It is understood that an Indemnifying Person shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the fees and expenses of more
than one separate firm (in addition to any local counsel) for all Indemnified Persons, and
that all such fees and expenses shall be reimbursed as they are incurred. Any such separate
firm for the Indemnified Holders shall be designated in writing by the Holders of the
majority in amount of Securities and New Securities offered in the Prospectus to which the
claim relates, any such separate firm for the Company, its directors, respective officers
and such control Persons of the Company shall be designated in writing by the Company, and
any such separate firm for the Guarantor, its directors, respective officers and such
control Persons of the Guarantor shall be designated in writing by the Guarantor. The
Indemnifying Person shall not be liable for any settlement of any proceeding effected
without its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, such Indemnifying Person agrees to indemnify any Indemnified
Person from and against any loss or liability by reason of such settlement or judgment. No
Indemnifying Person shall, without the prior written consent of the Indemnified Person,
effect any settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party and indemnity could have been sought
hereunder by such Indemnified Person, unless such settlement includes an unconditional
release of such Indemnified Person from all liability on claims that are the subject matter
of such proceeding.




          (e) If the indemnification provided for in the first, second and third paragraphs of
this Section 7 is unavailable to an Indemnified Person or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each Indemnifying Person
under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall
contribute to the amount paid or payable by such Indemnified Person as a result of such
losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect
the relative benefits received by the Indemnifying Person on the one hand and the
Indemnified Person on the other hand pursuant to the Purchase Agreement or from the offering
of the Securities or New Securities pursuant to any Registration Statement which resulted in
such losses, claims, damages or liabilities or (ii) if the



16









 







allocation provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Indemnifying Person on the one hand and the
Indemnified Person on the other in connection with the statements or omissions that resulted
in such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Guarantor on the one
hand and any Indemnified Holder on the other shall be deemed to be in the same proportion as
the total net proceeds from the Initial Placement received by the Company and the Guarantor
bear to the total net proceeds received by such Indemnified Holder from sales of Securities
or New Securities giving rise to such obligations. The relative fault of the parties shall
be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Guarantor or such Indemnified Holder
and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.




          (f) Each of the Company, the Guarantor and the Initial Purchasers agree that it would
not be just and equitable if contribution pursuant to this Section 7 were determined by pro
rata allocation or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall any Holder of any
Securities or New Securities be required to contribute any amount in excess of the amount by
which the net proceeds received by such Holder from the sale of the Security or New Security
pursuant to a Registration Statement exceeds the amount of damages which such Holder would
have otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.




          (g) The remedies provided for in this Section 7 are not exclusive and shall not limit
any rights or remedies that may otherwise be available to any indemnified party at law or in
equity.




          (h) The indemnity and contribution agreements contained in this Section 7 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement,
(ii) any investigation made by or on behalf of any Holder or any Person controlling any
Holder or by or on behalf of the Company or the Guarantor, their respective officers or
directors or any other Person controlling any of the Company or the Guarantor and (iii)
acceptance of and payment for any of the Securities or New Securities.



17









 





          8. Underwritten Registrations.





          (a) If any of the Securities or New Securities, as the case may be, covered by any
Shelf Registration Statement are to be sold in an underwritten offering, the Managing
Underwriters shall be selected by the Majority Holders and shall be reasonably satisfactory
to the Company and the Guarantor.




          (b) No Person may participate in any underwritten offering pursuant to any Shelf
Registration Statement, unless such Person (i) agrees to sell such Person’s Securities or
New Securities, as the case may be, on the basis reasonably provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such arrangements; and
(ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such
underwriting arrangements.



          9. No Inconsistent Agreements. The Company has not, as of the date hereof, entered
into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders herein or otherwise
conflicts with the provisions hereof.




          10. Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers
or consents to departures from the provisions hereof may not be given, unless the Company has
obtained the written consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, of New Securities); provided,
however, that, with respect to any matter that directly or indirectly affects the rights of
the Initial Purchasers hereunder, the Company shall obtain the written consent of the Initial
Purchasers. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to
departure from the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant
to a Registration Statement and that does not directly or indirectly affect the rights of other
Holders may be given by the Majority Holders, determined on the basis of Securities or New
Securities, as the case may be, being sold rather than registered under such Registration
Statement.




          11. Notices. All notices and other communications (including without limitation any
notices or other communications to the Trustee) provided for or permitted hereunder shall be made
in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:





     (1) if to a Holder, at the most current address of such Holder set forth on the records
of the registrar under the Indenture and the stock ledger of the Guarantor;


     (2) if to the Initial Purchasers:



Goldman, Sachs & Co.

UBS Securities LLC



18









 





Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.



           As Representatives of the Initial Purchasers named on Schedule A of the Purchase Agreement



c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Attention: General Counsel



with copies to:



Vinson & Elkins L.L.P.

First City Tower

1001 Fannin Street, Suite 2500

Houston, Texas 77002-6760

Attention: Mark Kelly

Facsimile No.: (713) 615-5531



(3) if to the Company, at the addresses as follows:



Nabors Industries, Inc.

c/o Nabors Corporate Services, Inc.

515 West Greens Road, Suite 1200

Houston, Texas 77067

Attention: General Counsel

Facsimile No.: (281) 775-8431



with copies to:



Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, NY 10005

Attention: Arnold B. Peinado III

Facsimile No. (212) 822-5546



(4) if to the Guarantor:



Nabors Industries Ltd.

Mintflower Place

8 Par-La-Ville Road

Hamilton, HM08, Bermuda




          All such notices and communications shall be deemed to have been duly given: when delivered by
hand, if personally delivered; five Business Days after being deposited in the



19









 







mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day
air courier; and when the addressor receives facsimile confirmation, if sent by facsimile.



          The Initial Purchasers or the Company or the Guarantor by notice to the other parties may
designate additional or different addresses for subsequent notices or communications.



          12. Successors. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, including, without the need for an express
assignment or any consent by the Company or the Guarantor thereto, subsequent Holders of Securities
or New Securities. The Company and the Guarantor hereby agree to extend the benefits of this
Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.



          13. Counterparts. This Agreement may be executed (including by facsimile) in any
number of counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement.



          14. Headings. The headings used herein are for convenience only and shall not affect
the construction hereof.



          15. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.



          16. Severability. If any one of more of the provisions contained herein, or the
application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect
for any reason, the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties shall be
enforceable to the fullest extent permitted by law.



          17. Securities Held by the Company, etc. Whenever the consent or approval of Holders
of a specified percentage of principal amount of Securities or New Securities is required
hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates
(other than subsequent Holders of Securities or New Securities if such subsequent Holders are
deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities)
shall not be counted in determining whether such consent or approval was given by the Holders of
such required percentage.



          18. No Fiduciary Duty. The Company and Guarantor hereby acknowledge that (a) the
Initial Purchasers are acting as principal and not as an agent or fiduciary of the Company or the
Guarantor and (b) the Company’s engagement of the Initial Purchasers in connection with the
offering and the process leading up to the offering pursuant to the Purchase Agreement is as
independent contractors and not in any other capacity. Furthermore, the Company and the



20









 







Guarantor agree that they are solely responsible for making their own judgments in connection
with the offering, the Registered Exchange Offer or a Shelf Registration (irrespective of whether
any of the Initial Purchasers has advised or is currently advising the Company or the Guarantor on
related or other matters). The Company and the Guarantor agree that they will not claim that the
Initial Purchasers have rendered advisory services of any nature or respect, or owe an agency,
fiduciary or similar duty to the Company or the Guarantor, in connection with such transaction or
the process leading thereto



[Remainder Of This Page Is Intentionally Left Blank]




21









 





          If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall
represent a binding agreement among the Company, the Guarantor and you.




	 	 	 	 	 
	 	Very truly yours,


NABORS INDUSTRIES, INC.

 	 
	 	By:  	/s/ Bruce P. Koch                               
 	 
	 	 	Name:  	Bruce P. Koch 	 
	 	 	Title:  	Vice President and
 Chief
Financial Officer 	 
	 



	 	 	 	 	 
	 	NABORS INDUSTRIES LTD.

 	 
	 	By:  	/s/ Bruce P. Koch                               
 	 
	 	 	Name:  	Bruce P. Koch 	 
	 	 	Title:  	Vice President and
 Chief
Financial Officer 	 
	 



The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written




	 	 	 	 	 
	GOLDMAN, SACHS & CO.
UBS SECURITIES LLC
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Goldman, Sachs & Co.  	 	 
	 

	 	 

(Goldman, Sachs & Co.)
	 	 
	 

	 	On behalf of each of the Initial Purchasers listed	 	 
	 

	 	on Schedule A to the Purchase Agreement	 	 






Signature Page to Registration Rights Agreement





 









 








SCHEDULE A




Initial Purchasers




Goldman, Sachs & Co




UBS Securities LLC




Citigroup Global Markets Inc.




Deutsche Bank Securities Inc.




Howard Weil Incorporated




J.P. Morgan Securities Inc.




Morgan Stanley & Co. Incorporated




Tudor, Pickering, Holt & Co. Securities, Inc.




Wells Fargo Securities, LLC




 









 





ANNEX A




              Each broker or dealer that receives new notes for its own account in exchange for old notes
that were acquired as a result of market-making or other trading activities must acknowledge that
it will comply with the registration and prospectus delivery requirements of the Securities Act in
connection with any offer, resale, or other transfer of the new notes issued in the exchange offer,
including information with respect to any selling holder required by the Securities Act in
connection with any resale of the new notes.





	 	 	 	Furthermore, any broker-dealer that acquired any of its old notes directly from us:
	 
	 	•	 	may not rely on the applicable interpretation of the staff of the SEC’s position
contained in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Morgan
Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the
Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action
letters; and
	 
	 	•	 	must also be named as a selling noteholder in connection with the registration
and prospectus delivery requirements of the Securities Act relating to any resale
transaction. See “Plan of Distribution” and “The Exchange Offer —Purpose and Effect
of Exchange Offer Registration Rights.”










 









 











ANNEX B




          Each broker-dealer that receives new notes for its own account in exchange for old notes,
where such old notes were acquired by such broker-dealer as a result of market-making activities or
other trading activities, must acknowledge that it will comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any offer, resale or other transfer
of such new notes, including information with respect to any selling holder required by the
Securities Act in connection with the resale of the new notes. We have agreed that for a period of
180 days after the effective date of the registration statement of which this prospectus is a part,
we will make this prospectus available to any broker-dealer for use in connection with any such
resale. See “Plan of Distribution.”




 









 








ANNEX C




PLAN OF DISTRIBUTION




          Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New
Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities
where such Securities were acquired as a result of market-making activities or other trading
activities. We have agreed that, starting on the effective date of the registration statement of
which this Prospectus is a part and ending on the close of business 180-days after such date or
such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial
Purchasers have been sold pursuant hereto, we will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such resale. In
addition, until ___, 200___, all dealers effecting transactions in the New Securities may be
required to deliver a prospectus.




          We will not receive any proceeds from any sale of New Securities by brokers-dealers. New
Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be
sold from time to time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a combination of such methods
of resale, at market prices prevailing at the time of resale, at prices related to such prevailing
market prices or negotiated prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of commissions or concessions
from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer
that resells New Securities that were received by it for its own account pursuant to the Exchange
Offer and any broker or dealer that participates in a distribution of such New Securities may be
deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such
resale of New Securities and any commissions or concessions received by any such Persons may be
deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states
that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not
be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.





	 	 	 	Furthermore, any broker-dealer that acquired any of the old notes directly from us:
	 
	 	•	 	may not rely on the applicable interpretation of the staff of the SEC’s position
contained in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988),
Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), ), as interpreted
in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar
no-action letters; and
	 
	 	•	 	must also be named as a selling noteholder in connection with the registration
and prospectus delivery requirements of the Securities Act relating to any resale
transaction.










 









 











          For a period of 180-days after the effective date of the registration statement of which this
Prospectus is a part or such shorter period as will terminate when all New Securities held by
Exchanging Dealers or Initial Purchasers have been sold pursuant hereto, we will promptly send
additional copies of this Prospectus and any amendment or supplement to this Prospectus to any
Broker-Dealer that requests such documents in the Letter of Transmittal. We have agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of
the Securities) other than commissions or concessions of any brokers or dealers and will indemnify
the holders of the Securities (including any Broker-Dealers) against certain liabilities, including
liabilities under the Securities Act.




[If applicable, add information required by Regulation S-K Items 507 and/or 508.]




 









 








ANNEX D




	 	 	 	 	 	 
	 	 	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
OR SUPPLEMENTS THERETO.
	 
	 	 	 	 	
	 

	 	Name:	 	 	
	 

	 	 	 	 	
	 

	 	Address:	 	 	
	 

	 	 	 	 	
	 
	 

	 	 	 	 	




If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New
Securities in the ordinary course of its business, it is not engaged in, and does not intend to
engage in, a distribution of New Securities and it has no arrangements or understandings with any
Person to participate in a distribution of the New Securities. If the undersigned is a
Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired by it as a result
of market-making activities or other trading activities and acknowledges that it will deliver a
prospectus in connection with any resale of such New Securities; however, by so acknowledging and
by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.