exv4w1






Exhibit 4.1




Execution Copy




$700,000,000,




NABORS INDUSTRIES, INC.



5.0% SENIOR NOTES DUE 2020



GUARANTEED BY NABORS INDUSTRIES LTD.



PURCHASE AGREEMENT



UBS SECURITIES LLC

CITIGROUP GLOBAL MARKETS INC.

DEUTSCHE BANK SECURITIES INC.

MIZUHO SECURITIES USA INC.

BANC OF AMERICA SECURITIES LLC

MORGAN STANLEY & CO. INCORPORATED

HSBC SECURITIES (USA) INC.

PNC CAPITAL MARKETS LLC

SCOTIA CAPITAL (USA) INC.



September 9, 2010




 









 








September 9, 2010




UBS SECURITIES LLC

CITIGROUP GLOBAL MARKETS INC.

DEUTSCHE BANK SECURITIES INC.

MIZUHO SECURITIES USA INC.



As representatives of the Initial

Purchasers named in Schedule A

Hereto




c/o

UBS Securities LLC



677 Washington Boulevard

Stamford, CT 06901




CITIGROUP GLOBAL MARKETS INC.



388 Greenwich Street

New York, New York 10013




Dear Sirs and Mesdames:




     Nabors Industries, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and
conditions set forth in this agreement (the “Agreement”), to issue and sell to the several initial
purchasers named in Schedule A hereto (the “Initial Purchasers”) $700,000,000 aggregate principal
amount of its 5.0% Senior Notes due 2020 (the “Notes”) to be issued pursuant to the provisions of
an Indenture to be dated as of the Closing Date (as defined below) (the “Indenture”) among the
Company, the Guarantor (as defined below), Wilmington Trust Company, as Trustee (the “Trustee”) and
Citibank, N.A., as Securities Administrator (the “Securities Administrator”). The Notes will be
fully and unconditionally guaranteed (the “Guarantees”) by Nabors Industries Ltd., a Bermuda
exempted company (the “Guarantor”). The Notes and the Guarantees are hereinafter collectively
referred to as the “Securities.”



     The Securities will be offered by the Initial Purchasers without being registered under the
Securities Act of 1933, as amended (the “Securities Act”), (i) to persons whom the Initial
Purchasers reasonably believe to be qualified institutional buyers in compliance with the
exemption from registration provided by Rule 144A of the Securities Act (“Rule 144A”), and (ii) to
certain persons who are not U.S. Persons (as defined in Regulation S promulgated under the
Securities Act (“Regulation S”))(such persons, “Non-U.S. Persons”) in offshore transactions in
reliance on Regulation S.



     The Initial Purchasers and their direct and indirect transferees will be entitled to the
benefits and subject to the obligations of a Registration Rights Agreement to be dated the Closing
Date (as defined below) among the Company, the Guarantor and the Initial Purchasers (the
“Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company and
the Guarantor will agree to file with the U.S. Securities and Exchange



 









 




Commission (the “Commission”) under the circumstances set forth therein, a registration
statement or an amendment thereto under the Securities Act relating to the Company’s 5.0% Senior
Notes due 2020 (the “Exchange Notes”) and the Guarantor’s Exchange Guarantees (the “Exchange
Guarantees”) to be offered in exchange for the Notes and the Guarantees (the “Exchange Offer”).




     In connection with the sale of the Securities, the Company has prepared and delivered to the
Initial Purchasers a preliminary offering memorandum, dated “subject to completion, dated September
8, 2010” (together with any exhibits thereto and the documents incorporated by reference therein,
the “Offering Memorandum”) and has prepared and delivered a pricing supplement (the “Pricing
Supplement”) dated September 9, 2010, in the form attached hereto as Schedule I, describing the
terms of the Securities, the terms of the offering and the Company and the Guarantor, each for use
by the Initial Purchasers in connection with their solicitation of offers to purchase the
Securities. As used herein, “Disclosure Package” shall mean the Offering Memorandum, as
supplemented by the Pricing Supplement and any written communications (as defined in Rule 405 under
the Securities Act) authorized for use under Section 6(j), each in the most recent form that has
been prepared and delivered by the Company to the Initial Purchasers in connection with their
solicitation of offers to purchase the Securities as of the Applicable Time. “Applicable Time”
means 9:15 A.M. (New York time) on September 9, 2010. Promptly after the Applicable Time and in any
event no later than the Closing Date (as defined in Section 4), the Company will prepare and
deliver to the Initial Purchasers a final offering memorandum (the “Final Memorandum”), which will
consist of the Offering Memorandum with only such changes therein as are required to reflect the
information contained in the Pricing Supplement. The Offering Memorandum and the Final Memorandum
are each sometimes referred to herein as a “Memorandum.” As used herein (including the schedule and
annexes hereto), the term “Memorandum” shall include in each case the documents incorporated by
reference therein. The terms “supplement”, “amendment” and “amend” as used herein with respect to
the Memorandum shall include all documents deemed to be incorporated by reference in the Memorandum
that are filed subsequent to the date of the Memorandum with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).



     1. Representations and Warranties. The Guarantor and the Company, jointly and severally,
represent and warrant to, and agree with each of the Initial Purchasers as of the Applicable Time
and as of the Closing Date that:




     (a) (i) Each document filed or to be filed pursuant to the Exchange Act and
incorporated by reference in the Memorandum complied or will comply when so filed in all
material respects with the Exchange Act and the applicable rules and regulations of the
Commission thereunder, and (ii) as of its date the Offering Memorandum did not contain, as
of the Applicable Time the Disclosure Package did not or will not contain, and on and as of
the Closing Date, the Disclosure Package and the Final Memorandum will not contain, any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, except that the representations and warranties set forth in this paragraph do
not apply to statements or omissions in the Disclosure Package or the Final Memorandum
based upon information relating to the Initial Purchasers furnished to the Company in
writing by the Initial



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Purchasers expressly for use therein, it being understood and agreed that the only such
information is that described in Section 8(b).




     (b) Each of the Guarantor and the Company has been duly incorporated, organized or formed, is
validly existing as a Bermuda exempted company and Delaware corporation, respectively, in good
standing under the laws of the jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described in the Offering Memorandum
and is duly qualified to transact business and is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property requires such qualification,
except to the extent that the failure to be so qualified or be in good standing would not have a
material adverse effect on the Guarantor and its subsidiaries, taken as a whole (a “Material
Adverse Effect”).




     (c) Each Significant Subsidiary (as defined below) has been duly organized, is validly
existing as a corporation or limited partnership in good standing under the laws of the
jurisdiction of its organization, has the corporate or limited partnership power and authority to
own its property and to conduct its business to the extent described in the Offering Memorandum and
is duly qualified to transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such qualification, except
to the extent that the failure to be so qualified or be in good standing would not have a Material
Adverse Effect. All of the issued shares of capital stock (or limited partnership interests) of
each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and
non-assessable and are owned by the Guarantor, directly or indirectly, free and clear of all liens,
encumbrances, equities or claims other than any liens, encumbrances, equities or claims in favor of
the Guarantor or another Significant Subsidiary. “Significant Subsidiaries” shall mean the Company,
Nabors International Finance Inc., Nabors Drilling USA, LP, Nabors Diamond Holdings, Inc., Yellow
Deer Investments Corp., Nabors Holding Company, Nabors International Management Limited., Nabors
Drilling International Limited, Nabors Drilling International II Limited., Nabors Well Services
Co., Nabors Global Holdings Limited, Nabors Global Holdings II Limited, Nabors Red Lion Limited,
Nabors Blue Shield Ltd., Nabors Lux Finance 1 S.à.r.l., Nabors Lux Finance 2 S.à.r.l., Nabors Finance
Holdings S.à.r.l. and Nabors Hungary Kft.




     (d) This Agreement has been duly authorized, executed and delivered by the Company and the
Guarantor and is a valid and binding agreement of, each of the Company and the Guarantor,
enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency
or similar laws affecting creditors’ rights generally and general principles of equity and implied
covenants of good faith and fair dealing.




     (e) The outstanding capital stock of the Company is indirectly owned by the Guarantor, free
and clear of all liens, encumbrances, equities or claims other than any liens, encumbrances,
equities or claims in favor of the Guarantor or a Significant Subsidiary.



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     (f) The issuance of the Securities has been duly authorized and, when the Notes have been
executed and authenticated in accordance with the provisions of the Indenture and delivered to and
paid for by the Initial Purchasers in accordance with the terms of this Agreement, the Securities
will be valid and binding obligations of the Company and the Guarantor, as the case may be,
enforceable in accordance with their respective terms, subject to applicable bankruptcy,
insolvency, moratorium, fraudulent conveyance or similar laws affecting creditors’ rights
generally, general principles of equity and implied covenants of good faith and fair dealing, and
will be entitled to the benefits of the Indenture and the Registration Rights Agreement.




     (g) The issuance of the Exchange Notes has been duly authorized and, when the Exchange Notes
have been executed and authenticated in accordance with the provisions of the Indenture and
delivered as contemplated in the Registration Rights Agreement, will be valid and binding
obligations of the Company enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, moratorium, fraudulent conveyance or similar laws affecting creditors’
rights generally, general principles of equity and implied covenants of good faith and fair
dealing.




     (h) The issuance of the Exchange Guarantees has been duly authorized and, upon the due
execution and authentication of the Exchange Notes in accordance with the Indenture and the
issuance and delivery of the Exchange Notes in the Exchange Offer contemplated by the Registration
Rights Agreement, will be valid and binding obligations of the Guarantor enforceable in accordance
with their terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance
or similar laws affecting creditors’ rights generally, general principles of equity and implied
covenants of good faith and fair dealing.




     (i) Each of the Indenture and the Registration Rights Agreement has been duly authorized and,
on or prior to the Closing Date will have been, executed and delivered by, and, assuming due
authorization, execution and delivery of the Indenture by the Trustee and the Securities
Administrator and of the Registration Rights Agreement by the Initial Purchasers will be a valid
and binding agreement of, the Company and the Guarantor, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally
and general principles of equity and implied covenants of good faith and fair dealing and except
as rights to indemnification and contribution may be limited under applicable law.




     (j) The execution and delivery by the Company and the Guarantor of, and the performance by
the Company and the Guarantor of their respective obligations under, this Agreement, the
Indenture, the Registration Rights Agreement, the Securities, the Exchange Notes and the Exchange
Guarantees (the “Transaction Documents”) will not contravene any provision of (i) applicable law
or the restated certificate of incorporation, as amended, or by-laws, as amended, of the Company,
the Memorandum of Association or Bye-laws, as amended, of the Guarantor or (ii) any agreement or
other instrument binding upon the Guarantor, the Company or any of the Significant Subsidiaries
that is material to the Guarantor and its subsidiaries, taken as a whole, or, (iii) to the
knowledge of the Guarantor or the Company, any judgment, order or decree of any governmental



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body, agency or court having jurisdiction over the Guarantor, the Company or any Significant
Subsidiary, except, in the cases of clauses (ii) and (iii) above, for any such default or
violation that would not, individually or in the aggregate, have a Material Adverse Effect.




     (k) There are no material legal or governmental proceedings pending or, to the knowledge of
the Guarantor or the Company, threatened to which the Company or any of the Significant
Subsidiaries is a party or to which any of the properties of the Guarantor or the Company or any of
their subsidiaries is subject other than proceedings accurately described in all material respects
in the Offering Memorandum and proceedings that would not have a Material Adverse Effect or
material adverse effect on the power or ability of the Guarantor or the Company to perform its
obligations under this Agreement, the Indenture, the Registration Rights Agreement, the Securities,
the Exchange Notes or the Exchange Guarantees or to consummate the transactions contemplated by the
Offering Memorandum.




     (1) None of the Company, the Guarantor nor any affiliate (as defined in Rule 501(b) of
Regulation D under the Securities Act, an
“Affiliate”) of the Company or the Guarantor has
directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise
negotiated in respect of, any security (as defined in the Securities Act) which is or will be
integrated with the sale of the Securities in a manner that would require the registration under
the Securities Act of the Securities, (ii) engaged in any form of general solicitation or general
advertising in connection with the offering of the Securities (as those terms are used in
Regulation D under the Securities Act) or in any manner involving a public offering within the
meaning of Section 4(2) of the Securities Act or (iii) engaged in any directed selling efforts
within the meaning of Regulation S, and all such persons have complied with the offering
restrictions requirement of Regulation S.




     (m) Assuming the accuracy of the representations and warranties of the Initial Purchasers in
Section 7 and their compliance with the agreements set forth therein, it is not necessary in
connection with the offer, sale and delivery of the Securities to the Initial Purchasers in the
manner contemplated by this Agreement to register the Securities under the Securities Act or to
qualify the Indenture under the Trust Indenture Act of 1939, as amended.




     (n) The Securities satisfy the requirements set forth in Rule 144A(d)(3) under the Securities
Act.




     (o) Neither the Company nor the Guarantor is, and after giving effect to the offering and
sale of the Notes and the application of the proceeds thereof as described in the Disclosure
Package and the Final Memorandum neither will be, an “investment company” as defined in the
Investment Company Act of 1940.




     (p) Other than the Offering Memorandum, the Disclosure Package and the Final Memorandum,
neither the Company nor the Guarantor (including their respective agents and representatives,
other than the Initial Purchasers in their capacity as such) has



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made, used or prepared, authorized, approved or referred to nor will they prepare, make,
use, authorize, approve or refer to any written communication that constitutes an offer to
sell or solicitation of an offer to buy the Securities.



     2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial
Purchasers, and the Initial Purchasers, upon the basis of the representations and warranties herein
contained, but subject to the conditions hereinafter stated, agree, severally and not jointly, to
purchase from the Company the principal amount of Notes set forth opposite such Initial Purchaser’s
name on Schedule A hereto at a purchase price of 98.914% of the principal amount thereof plus
accrued interest thereon from September 14, 2010 (the “Purchase Price”).



     The Company and the Guarantor hereby agree that, without the prior written consent of the
Initial Purchasers, they will not, during the period beginning on the date hereof and continuing to
and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of
the Company or warrants to purchase debt of the Company in each case of a type substantially
similar to the Securities (other than the sale of the Securities under this Agreement and the
exchange of the Securities for the Exchange Notes and the Exchange Guarantees in connection with
the Exchange Offer).



     3. Terms of Offering. You have advised the Company and the Guarantor that the Initial
Purchasers will make an offering of the Securities to be purchased by the Initial Purchasers
hereunder on the terms set forth in this Agreement and the Offering Memorandum.



     4. Payment and Delivery. Payment of the Purchase Price for the Notes shall be made to the
Company in Federal or other funds immediately available in New York City against delivery of such
Notes for the account of the Initial Purchasers at 10:00 a.m., New York City time, on September 14,
2010, or at such other time on the same or such other date, as shall hereafter be agreed upon by
the Company and the Initial Purchasers. The time and date of such payment are hereinafter referred
to as the “Closing Date.”



     Delivery of the Notes shall be made through the facilities of The Depository Trust Company
(“DTC”) pursuant to its Full-Fast Delivery Program unless the Initial Purchasers shall otherwise
instruct, and Notes sold by the Initial Purchasers in reliance on Rule 144A or Regulation S shall
be represented by one or more global certificates.



     5. Conditions to the Initial Purchasers’ Obligations. The obligations of the several Initial
Purchasers to purchase and pay for the Notes and related Guarantees on the Closing Date are subject
to the following conditions:




     (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing
Date:




          (i) There shall not have occurred any downgrading, nor shall any
notice have been given of any intended or potential downgrading, below Baa2(Negative) from
Moody’s Investors Service, Inc., BBB(Stable) from Standard and Poor’s Ratings Services and
BBB+ (Negative) from Fitch Inc., in the senior unsecured rating accorded the Company or the
Guarantor or any of the Company’s or the Guarantor’s senior unsecured securities or in the
rating outlook for the Company or the Guarantor by any



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“nationally recognized statistical rating organization,” as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act; and




          (ii) There shall not have occurred any change, or any development
involving a prospective change, in the financial position, or in the earnings, business or
operations of the Guarantor and its subsidiaries, taken as a whole, from that set forth in
the Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to
the date of this Agreement) that, in your judgment, is material and adverse and that makes
it, in your judgment, impracticable to market the Securities on the terms and in the manner
contemplated in the Offering Memorandum.




     (b) The Initial Purchasers shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of each of the Company, with respect to
the Company, and the Guarantor, with respect to the Guarantor, to the effect set forth in
Section 5(a) and to the effect that the representations and warranties of the Company and
the Guarantor contained in this Agreement are true and correct as of the Closing Date and
that each of the Company and the Guarantor has complied with all of the agreements and
satisfied all of the conditions on its part to be performed or satisfied hereunder on or
before the Closing Date.



     The
officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.




     (c) The Company and the Guarantor shall have furnished to the Initial Purchasers the
opinion of Laura W. Doerre, Vice President and General Counsel of Nabors Corporate Services,
Inc., dated the Closing Date, substantially to the effect set forth on Annex 5(c) hereto. In
giving such opinion, such counsel may rely as to matters of fact, to the extent such counsel
deems proper, on certificates of responsible officers of the Company or the Guarantor and
the Significant Subsidiaries and of public officials. Such opinion may be relied upon only
by the Initial Purchasers in connection with the transactions contemplated by this
Agreement, and may not be used or relied upon by the Initial Purchasers for any other
purpose, or by any other person, firm, corporation or entity for any purpose whatsoever,
without the prior written consent of such counsel. Such opinion may be limited to the laws
of the State, of Texas and the corporation, limited partnership and limited liability
company statutes of the State of Delaware.




     (d) The Company and the Guarantor shall have furnished to the Initial Purchasers the
opinion of Milbank, Tweed, Hadley & McCloy LLP, special United States counsel for the
Company and the Guarantor, dated the Closing Date, substantially to the effect set forth on
Annex 5(d) hereto.




     In rendering their opinions pursuant to this Section 5(d), such counsel may rely, to
the extent deemed advisable by such counsel, (i) as to factual matters on certificates of
officers of the Company or the Guarantor and (ii) upon certificates of public officials.
Such counsel shall state that such counsel has reviewed the Disclosure Package and the
Final Offering Memorandum prepared by the Company and the Guarantor, as well as certain
corporate records and documents furnished to such counsel by the Company and



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the Guarantor and such counsel has participated in discussions with representatives of the
Company and the Guarantor, counsel to the Company and counsel to the Initial Purchasers regarding
the contents of the Disclosure Package and the Final Offering Memorandum and related matters; such
counsel shall also state that the purpose of their professional engagement was not to establish or
confirm factual matters set forth in the Disclosure Package or the Final Offering Memorandum and
they have not undertaken to verify independently any of such factual matters and that moreover,
many of the determinations required to be made in the preparation of the Disclosure Package and the
Final Offering Memorandum involve matters of a non-legal nature; and that accordingly, they are not
passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Disclosure Package and the Final Offering Memorandum and shall make no
representation that they have independently verified the accuracy, completeness or fairness of such
statements, except as stated in paragraphs 2, 3, and 11 of Annex 5(d).




     Such counsel shall also state that on the basis of and subject to the foregoing that they
confirm that nothing has come to such counsel’s attention that causes such counsel to believe that:
(i) the Disclosure Package as of the Applicable Time and at the Closing Date contained or contains
or (ii) the Final Offering Memorandum, as of its date and at the Closing Date, contained or
contains, an untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading (it being understood that such counsel need not comment in respect
to (i) or (ii) above with respect to the financial statements and other financial information
contained or incorporated by reference in the Disclosure Package or the Final Offering Memorandum).




     Such opinion shall be limited to the laws of the State of New York, the Federal laws of the
United States and the General Corporation Law of the State of Delaware. Such opinion shall be
rendered as of the Closing Date only in connection with this Agreement and will be solely for the
benefit of the Initial Purchasers, and may not be relied upon, nor shown to or quoted from, for
any other purpose, or to any other person, firm or corporation.




     (e) The Company and the Guarantor shall have furnished to the Initial Purchasers the opinion
of Appleby, special counsel for the Guarantor, dated the Closing Date, in the form set forth on
Annex 5(e) hereto. Such opinion shall be limited to the laws of Bermuda. Such opinion shall be
rendered as of the Closing Date only in connection with the Agreement and will be solely for the
benefit of the Initial Purchasers, and may not be relied upon, nor shown to or quoted from, for any
other purpose, or to any other person, firm or corporation.




     (f) The Initial Purchasers shall have received from Vinson & Elkins L.L.P., counsel for the
Initial Purchasers, such opinion or opinions, dated the Closing Date, with respect to the issuance
and sale of the Securities, the Disclosure Package, the Final Memorandum and other related matters
as the Initial Purchasers may reasonably require, and the Company and the Guarantor shall have
furnished to such counsel such documents



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as such counsel reasonably requests for the purpose of enabling such counsel to pass upon
such matters.




     (g) The Initial Purchasers shall have received on the date of the Applicable Time and
on the Closing Date letters, dated the date of the Applicable Time and Closing Date,
respectively, in form and substance satisfactory to the Initial Purchasers, from
PricewaterhouseCoopers LLP, independent public accountants, containing statements and
information of the type ordinarily included in accountants’ “comfort letters” to
underwriters with respect to the financial statements and certain financial information
contained in or incorporated by reference into each Memorandum; provided that the letter
delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.



     6. Covenants of the Company and the Guarantor. In further consideration of the agreements of
the Initial Purchasers contained in this Agreement, the Company and the Guarantor, jointly and
severally, covenant with the Initial Purchasers as follows:




     (a) To furnish to the Initial Purchasers in New York City, without charge, prior to
10:00 a.m. New York City time on September 14, 2010 and during the period mentioned in
Section 6(c), as many copies of the Disclosure Package, the Memorandum, any documents
incorporated by reference therein and any supplements and amendments thereto as the Initial
Purchasers may reasonably request.




     (b) Before amending or supplementing the Disclosure Package or the Memorandum, to
furnish to the Initial Purchasers a copy of each such proposed amendment or supplement and
not to use any such proposed amendment or supplement to which the Initial Purchasers
reasonably object.




     (c) If, during such period after the date hereof and prior to the date on which all of
the Securities shall have been sold by the Initial Purchasers, any event shall occur or
condition exist as a result of which it is necessary to amend or supplement the Disclosure
Package or the Memorandum in order to make the statements therein, in the light of the
circumstances when the Disclosure Package or the Memorandum is delivered to a purchaser, not
misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to
amend or supplement the Disclosure Package or the Memorandum to comply with applicable law,
forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either
amendments or supplements to the Disclosure Package or the Memorandum so that the statements
in the Disclosure Package or the Memorandum as so amended or supplemented will not, in the
light of the circumstances when the Disclosure Package or the Memorandum is delivered to a
purchaser, be misleading or so that the Disclosure Package or the Memorandum, as amended or
supplemented, will comply with applicable law.




     (d) To endeavor to qualify the Securities for offer and sale under the securities or
Blue Sky laws of such jurisdictions as the Initial Purchasers shall reasonably request;
provided, however that neither the Company nor the Guarantor shall be obligated to file any
general consent to service of process or to qualify as a foreign corporation or as a dealer
in securities in any jurisdiction in which it is not so qualified or to subject itself to



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taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.




     (e) Whether or not the transactions contemplated in this Agreement are consummated or this
Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of
their respective obligations under this Agreement, including: (i) the fees, disbursements and
expenses of the Company’s and the Guarantor’s counsel and the Company’s and the Guarantor’s
accountants in connection with the issuance and sale of the Securities and all other fees or
expenses of the Company and the Guarantor in connection with the preparation of the Disclosure
Package and the Memorandum and all amendments and supplements thereto, including all printing costs
associated therewith, and the delivery of copies thereof to the Initial Purchasers, in the
quantities herein above specified, (ii) all costs and expenses related to the issuance, transfer
and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes
payable thereon, (iii) the cost of printing or producing any blue sky or legal investment
memorandum in connection with the offer and sale of the Securities under state securities laws and
all expenses in connection with the qualification of the Securities for offer and sale under state
securities laws as provided in Section 6(d) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Initial Purchasers in connection with such qualification and
in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating
agencies for the rating of the Securities, (v) the costs and charges of the Trustee and any
transfer agent, registrar or depositary, and (vi) all other costs and expenses incident to the
performance of the obligations of the Company and the Guarantor hereunder for which provision is
not otherwise made in this Section. It is understood, however, that except as provided elsewhere in
this Agreement, the Initial Purchasers will pay all of their costs and expenses, including fees and
disbursements of their counsel, transfer taxes payable upon resale of any of the Securities by them
and any advertising expenses connected with any offers they may make.




     (f) Neither the Guarantor nor any Affiliate of the Guarantor will sell, offer for sale or
solicit offers to buy or otherwise negotiate in respect of any security (as defined in the
Securities Act) which could be integrated with the sale of the Securities in a manner that would
require the registration under the Securities Act of the Securities.




     (g) Not to solicit any offer to buy or offer or sell the Securities by means of any form of
general solicitation or general advertising (as those terms are used in Regulation D under the
Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of
the Securities Act.




     (h) While any of the Securities remain “restricted securities” within the meaning of the
Securities Act, to make available, upon request, to any seller of such Securities the information
specified in Rule 144A(d)(4) under the Securities Act, unless the Guarantor is then subject to
Section 13 or 15(d) of the Exchange Act.




     (i) Until the issuance of the Exchange Notes or the effectiveness of the shelf registration
statement contemplated by the Registration Rights Agreement, the Guarantor



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will not, and will not permit any of its affiliates (as defined in Rule 144 under the
Securities Act) to resell any of the Securities which constitute “restricted securities”
under Rule 144 that have been reacquired by any of them.




     (j) Before using, authorizing, approving or referring to any written communication
that constitutes an offer to sell or a solicitation to buy the Notes or the Guarantees
(other than the Disclosure Package and the Final Memorandum), the Company will furnish to
the Initial Purchasers a copy of such written communication for review and will not use,
authorize, approve or refer to any such written communication to which the Initial
Purchasers reasonably object.



     7. Offering
of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and
not jointly, represents, warrants and agrees that (i) it is a qualified institutional buyer as
defined in Rule 144A under the Securities Act (a
“QIB”), and an “accredited investor” within the
meaning of Rule 501 under the Securities Act, (ii) it has not solicited offers for, or offered or
sold, and will not solicit offers for, or offer or sell, such Securities by any form of general
solicitation or general advertising (as those terms are used in Regulation D under the Securities
Act) or in any manner involving a public offering within the meaning of Section 4(2) of the
Securities Act, (iii) it will solicit offers for such Securities only from, and will offer such
Securities only to, persons that it reasonably believes to be QIBs in transactions pursuant to Rule
144A and in connection with each such sale, it has taken or will take reasonable steps to ensure
that such sale is being made in reliance on Rule 144A and (iv) it will solicit offers outside the
United States only from, and will offer such Securities only to, certain persons who are not U.S.
Persons in offshore transactions in reliance on Regulation S. Each Initial Purchaser will comply
with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells
or delivers Securities or has in its possession or distributes the Disclosure Package or the
Memorandum or any such other material, in all cases at its own expense, except as provided in
Section 6(e).



     (b) Each Initial Purchaser acknowledges and agrees that the Company and, for the purposes of
the opinions to be delivered to the Initial Purchasers pursuant to Sections 5(c), 5(d), 5(e) and
5(f), counsel for the Company, counsel for the Guarantor and counsel for the Initial Purchasers,
respectively, may rely upon the accuracy of the representations and warranties of such Initial
Purchaser, and compliance of such Initial Purchaser with its agreements, contained in paragraph
7(a) above, and such Initial Purchaser hereby consents to such reliance.



     8. Indemnity
and Contribution. (a) The Company and the Guarantor, jointly and severally, agree
to indemnify and hold harmless each Initial Purchaser, the respective officers and directors of the
Initial Purchasers, and each person, if any, who controls any Initial Purchaser within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any
and all losses, claims, damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any such action or
claim) caused by any untrue statement or alleged untrue statement of a material fact contained in
the Offering Memorandum, the Disclosure Package, the Final Memorandum, or in any amendment or
supplement thereto, or caused by any omission or alleged omission to state therein a material fact
necessary to make the statements therein in the light of the circumstances under which they were
made not misleading, except insofar as such



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losses, claims, damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information furnished to the Company in writing by
the Initial Purchasers expressly for use therein, it being understood and agreed that the only
information furnished by any such Initial Purchaser consists of the information described in
Section 8(b);





     (b) Each Initial Purchaser, severally and not jointly, agrees to indemnify and hold
harmless the Company, its directors, its officers, the Guarantor, its directors, its
officers and each other person, if any, 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 information relating to the Initial Purchasers
furnished in writing by the Initial Purchasers to the Company expressly for use in the
Offering Memorandum, the Disclosure Package or the Final Memorandum or any amendments or
supplements thereto, it being understood and agreed that the only information furnished by
any such Initial Purchaser consists of the following information in the Offering Memorandum:
the ninth (first sentence only) and tenth paragraphs under the caption “Plan of
Distribution.”




     (c) In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought pursuant to
Section 8(a) or 8(b), such person (the “indemnified
party”) shall promptly notify the person
against whom such indemnity may be sought (the
“indemnifying party”) in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and disbursements
of such counsel related to such proceeding; but the omission so to promptly notify the
indemnifying party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under such subsection provided that the party entitled to
be so notified is not prejudiced by such delay to promptly notify. In any such proceeding,
any indemnified party 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 party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party 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 the indemnifying party shall not, in respect
of the legal expenses of any indemnified party 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 such indemnified parties and that
all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by the Initial Purchasers, in the case of parties indemnified pursuant
to Section 8(a), and by the Guarantor, in the case of parties indemnified pursuant to
Section 8(b). The indemnifying party 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, the indemnifying party agrees to indemnify the
indemnified party from



-12-









 







and against any loss or liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for
any settlement of any proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the aforesaid request
and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with
such request prior to the date of such settlement. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such settlement (i) includes an
unconditional release of such indemnified party from all liability on claims that are the subject
matter of such proceeding, and (ii) does not include an admission of fault, culpability or a
culpable failure to act, by or on behalf of an indemnified party.




     (d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to
an indemnified party or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying
such indemnified party thereunder, shall contribute to the amount paid or payable by such
indemnified party 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 Company or the Guarantor on the
one hand and the Initial Purchasers on the other hand from the offering of the Notes or (ii) if the
allocation provided by clause 8(d)(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 8(d)(i) above but
also the relative fault of the Company or the Guarantor on the one hand and of the Initial
Purchasers on the other hand 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 or the Guarantor on the one hand and the Initial
Purchasers on the other hand in connection with the offering of the Notes shall be deemed to be in
the same respective proportions as the net proceeds from the offering of the Notes (before
deducting expenses) received by the Company and the total discounts and commissions received by the
Initial Purchasers, in each case as set forth in the Offering Memorandum or herein, bear to the
aggregate offering price of the Notes. The relative fault of the Company or the Guarantor on the
one hand and of the Initial Purchasers on the other hand 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 and the
Guarantor or by the Initial Purchasers, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.




     (e) The Company, the Guarantor and the Initial Purchasers agree that it would not be just or
equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by
any other method of allocation that does not take account of the



-13-









 







equitable considerations referred to in Section 8(d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages and liabilities referred to in
Section 8(d) shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, no Initial Purchaser shall be required to contribute any amount in excess of the
amount by which the total price at which the Notes resold by it in the initial placement of
such Notes were offered to investors exceeds the amount of any damages that such Initial
Purchaser has 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. The
remedies provided for in this Section 8 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any indemnified party at law or in equity. The
Initial Purchasers’ obligations to contribute pursuant to this Section 8 are several in
proportion to the respective principal amount of Notes they have agreed to purchase
hereunder and not joint.




     (f) The indemnity and contribution provisions contained in this Section 8 and the
representations, warranties and other statements of the Company or the Guarantor contained
in this Agreement 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 Initial
Purchaser or any person controlling any Initial Purchaser or by or on behalf of the
Company, its officers or directors, the Guarantor, its officers or directors or any other
person controlling the Company or the Guarantor and (iii) acceptance of and payment for any
of the Notes.



     9. Termination. This Agreement shall be subject to termination by notice given by the Initial
Purchasers to the Company and the Guarantor, if (a) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been suspended or
materially limited on or by, as the case may be, either the New York Stock Exchange or The NASDAQ
Stock Market LLC, or settlement of trading shall have been materially disrupted, (ii) trading of
any securities of the Guarantor shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking activities in New York
shall have been declared by either Federal or New York State authorities or (iv) there shall have
occurred any outbreak or escalation of hostilities (including without limitation an act of
terrorism) or any change in financial markets or any calamity or crisis that, in your judgment, is
material and adverse to the financial markets generally and (b) in the case of any of the events
specified in clauses 9(a)(i) through 9(a)(iv), such event, singly or together with any other such
event, makes it, in your judgment, impracticable to market the Securities on the terms and in the
manner contemplated by this Agreement and the Offering Memorandum.



     10. Default by an Initial Purchaser. If any one or more Initial Purchasers shall fail to
purchase and pay for any of the Notes agreed to be purchased by such Initial Purchaser hereunder
and such failure to purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to
take up and pay for (in the respective proportions that the principal amount of Notes set forth



-14-









 




opposite their names in Schedule A hereto bears to the aggregate principal amount of Notes set
forth opposite the names of all the remaining Initial Purchasers) the Notes that the defaulting
Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in
the event that the aggregate principal amount of Notes that the defaulting Initial Purchaser or
Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount
of Notes set forth in Schedule A hereto, the remaining Initial Purchasers shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such
nondefaulting Initial Purchasers do not purchase all the Notes, this Agreement will terminate
without liability to any nondefaulting Initial Purchaser or the Company. In the event of a default
by any Initial Purchaser as set forth in this Section 10, the Closing Date shall be postponed for
such period, not exceeding five business days, as the Initial Purchasers shall determine in order
that the required changes in the Final Memorandum or in any other documents or arrangements may be
effected. Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of its
liability, if any, to the Company or any nondefaulting Initial Purchaser for damages occasioned by
its default hereunder.




     11. Effectiveness; Expense Reimbursement. This Agreement shall become effective upon the
execution and delivery hereof by the parties hereto.



     If this Agreement shall be terminated by the Initial Purchasers because of any failure or
refusal on the part of the Company or the Guarantor to comply with the terms or to fulfill any of
the conditions of this Agreement, or if for any reason the Company or the Guarantor shall be unable
to perform its obligations under this Agreement, the Company will reimburse the Initial Purchasers
for all out-of-pocket expenses (including the fees and disbursements of their counsel up to a
maximum of $100,000) reasonably incurred by the Initial Purchasers in connection with this
Agreement or the offering contemplated hereunder. Notwithstanding the foregoing, if and when the
sale of the Notes is consummated, the Initial Purchasers will reimburse the Company for certain of
the Company’s expenses in connection with the transactions contemplated by this Agreement in an
amount of $910,000.



     12. Notices. Notices given pursuant to this Agreement shall be in writing and shall be
delivered (a) if to the Company, at 515 W. Greens Road, Suite 1200, Houston, Texas 77067,
Attention: Chief Financial Officer, or (b) if to the Guarantor, Mintflower Place, 8 Par-La-Ville
Road, Hamilton, HM08, Bermuda, or (c) if to the Initial Purchasers, to Citigroup Global Markets
Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Counsel and UBS Securities LLC
at its offices at 677 Washington Boulevard, Stamford CT 06901, Attn: Fixed Income Syndicate, or in
any case to such other address as the person to be notified may have requested in writing.



     13. Successors. This Agreement is made solely for the benefit of the Initial Purchasers, the
Company, the Guarantor, their respective directors and officers and other controlling persons
referred to in Section 8 hereof, and their respective successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement. The term “successors and
assigns” as used in this Agreement shall not include a purchaser from the Initial Purchasers of any
of the Securities in its status as such purchaser.



-15-









 





     14. Partial Unenforceability. If any section, paragraph or provision of this Agreement is
for any reason determined to be invalid or unenforceable, such determination shall not affect the
validity or enforceability of any other section, paragraph or provision hereof.



     15. Counterparts. This Agreement may be signed (including by facsimile) in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.



     16. Applicable Law. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.



     17. No Fiduciary Duty. The Company and Guarantor hereby acknowledge that (a) the purchase and
sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between
the Company and the Guarantor, on the one hand, and the Initial Purchasers and any affiliate
through which they may be acting, on the other, (b) the Initial Purchasers are acting as principal
and not as an agent or fiduciary of the Company or the Guarantor and (c) the Company’s engagement
of the Initial Purchasers in connection with the offering and the process leading up to the
offering is as independent contractors and not in any other capacity. Furthermore, the Company and
the Guarantor agree that they are solely responsible for making their own judgments in connection
with the offering (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.



     18. Headings. The headings of the sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed a part of this Agreement.




-16-











 





	 	 	 	 	 
	 	Very truly yours,




NABORS INDUSTRIES LTD.

 	 
	 	By:  	/s/ Mark D. Andrews
 	 
	 	 	Name:  	Mark D. Andrews 	 
	 	 	  	CORPORATE SECRETARY 	 
	 


	 	 	 	 	 
	 	NABORS INDUSTRIES, INC.

 	 
	 	By:  	/s/ Clark Wood
 	 
	 	 	Name:  	Clark Wood 	 
	 	 	Title:  	Controller 	 
	 



	 	 	 	 	 
	Accepted as of the date hereof:



CITIGROUP GLOBAL MARKETS INC.

 	 	 
	By:  	/s/ Brian Bednarski
 	 	 
	 	Name:  	Brian Bednarski 	 	 
	 	Title:  	Managing Director 	 	 
	 



	 	 	 	 	 
	

UBS SECURITIES LLC

 	 	 
	By:  	/s/ Scott Whitney
 	 	 
	 	Name:  	Scott Whitney 	 	 
	 	Title:  	Managing Director

UBS Securities LLC 	 	 
	 



	 	 	 	 	 
	 	 	 
	By:  	/s/ Matthew Baldwin
 	 	 
	 	Name:  	Matthew Baldwin 	 	 
	 	Title:  	Associate Director

Debt Capital Markets

UBS Securities LLC 	 	 
	 



Signature Page to Purchase Agreement



 









 





SCHEDULE I




Pricing Supplement dated September 9, 2010



	 	 	 

	Initial Purchasers:

	 	UBS Securities LLC
	 

	 	Citigroup Global Markets Inc.
	 

	 	Deutsche Bank Securities Inc.
	 

	 	Mizuho Securities USA Inc.
	 

	 	Banc of America Securities LLC
	 

	 	Morgan Stanley & Co. Incorporated
	 

	 	HSBC Securities (USA) Inc.
	 

	 	PNC Capital Markets LLC
	 

	 	Scotia Capital (USA) Inc.
	Amount:

	 	$700,000,000
	Security Offered:

	 	Senior Unsecured Notes
	Issuer:

	 	Nabors Industries, Inc.
	Guarantor:

	 	Nabors Industries Ltd.
	 
	 	 
	Coupon:

	 	5.000%
	Price to Investor:

	 	99.564%
	Purchase Price:

	 	98.914%
	Bond Denomination:

	 	$2,000 and in integral multiples of $1,000 in excess thereof.
	 
	 	 
	Maturity:

	 	September 15, 2020
	Yield to Maturity:

	 	5.056%
	 
	 	 
	Call Feature:

	 	Make-whole call @ T + 37.5 bps
	 
	 	 
	Put:

	 	Offer to purchase by the Issuer if a Change of Control Triggering Event
	 

	 	occurs (as defined in the Indenture)
	 
	 	 
	1st Coupon:

	 	March 15, 2011
	 
	 	 
	Coupon Payment Dates:

	 	March 15 and September 15
	 
	 	 
	Gross Spread (%)

	 	0.650%
	 
	 	 
	Rating:

	 	Baa2 (Negative) from Moody’s Investors Service, Inc.
	 

	 	BBB (Stable) from Standard & Poor’s Ratings Services
	 

	 	BBB+ (Negative) from Fitch Inc.
	 
	 	 
	Offering Status:

	 	Rule 144A/Regulation S (with registration rights)






-1-









 






	 	 	 

	CUSIPS:

	 	Rule 144A: 629568 AU0
	 

	 	Regulation S: U6295Y AC7
	 

	 	Exchange: 629568 AV8
	 
	ISIN:

	 	Rule 144A: US629568AU04
	 

	 	Regulation S: USU6295YAC76
	 

	 	Exchange: US629568AV86
	 
	Trade Date:

	 	September 9, 2010
	 
	Settlement Date:

	 	September 14, 2009
	 
	Contingent Interest:

	 	No





     In addition:





	 	•	 	As of June 30, 2010, after giving effect to the offering contemplated
by this offering
memorandum, Nabors’ consolidated total indebtedness would have been
approximately
$4.4 billion in debt outstanding, resulting in a gross funded debt to capital ratio
of 0.43:1 and a net funded debt to capital ratio of 0.37:1
	 
	 	•	 	Our (i) cash and cash equivalents, and short-term and long-term investments and
other receivables,
(ii) total long-term debt, (iii) total capitalization and (iv) total short-term and
long-term debt, net of
cash and cash equivalents, short-term and long-term investments and other
receivables, each as of
June 30, 2010 as adjusted to give effect to this offering of the notes and the
application of the net
proceeds thereof would be $1,073 million, $3,065 million, $9,639 million and $3,337
million,
respectively.
	 
	 	•	 	The net proceeds from the offering, after deducting estimated offering
commissions and expenses
payable by us, are expected to be $686.2 million. We plan to use the proceeds to
repay a
borrowing in the amount of $600 million under our Revolving Credit Facility incurred
to fund the
purchase of the Superior Common Stock. To the extent that any portion of the
proceeds is not used
to repay such indebtedness, we intend to use such proceeds for general corporate
purposes. Until
the net proceeds are applied for these purposes, we may invest them in cash
equivalents or other
short-term investments. Certain of the Initial Purchasers or their affiliates are
parties to the
Revolving Credit Facility and will receive a portion of the net proceeds of the
notes offering as a
result of any repayment of the Revolving Credit Facility.





     Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.



     The senior notes have not been registered under the Securities Act. The notes may not be
offered or sold within the United States or to U.S. persons except to qualified institutional
buyers in reliance on the exemption from registration provided by Rule 144A and to certain
non-U.S. persons in offshore transactions in reliance on Regulation S. You are hereby notified
that sellers of the notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A. You may obtain a copy of the preliminary Offering Memorandum
and the Final Offering memorandum (when available) for this transaction by calling your UBS
Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities
USA Inc., Bane of



-2-









 




America Securities LLC, Morgan Stanley & Co. Incorporated, HSBC Securities (USA) Inc., PNC
Capital Markets LLC, or Scotia Capital (USA) Inc. sales representatives to request it.





-3-









 








SCHEDULE A




	 	 	 	 	 
	 	 	Principal Amount of	 
	Initial Purchasers	 	Notes to be Purchased	 
	UBS Securities LLC
	 	$	112,000,000	 
	Citigroup Global Markets Inc.
	 	$	112,000,000	 
	Deutsche Bank Securities Inc.
	 	$	112,000,000	 
	Mizuho Securities USA Inc.
	 	$	112,000,000	 
	Bane of America Securities LLC
	 	$	73,500,000	 
	Morgan Stanley & Co. Incorporated
	 	$	73,500,000	 
	HSBC Securities (USA) Inc.
	 	$	35,000,000	 
	PNC Capital Markets LLC
	 	$	35,000,000	 
	Scotia Capital (USA) Inc.
	 	$	35,000,000	 
	 
	 	 	 
	Total
	 	$	700,000,000	 
	 
	 	 	 






-4-