exv4w2






Exhibit 4.2




 

 








NABORS INDUSTRIES, INC.




as Issuer



and



NABORS INDUSTRIES LTD.,



as Guarantor



and



WILMINGTON TRUST COMPANY

as Trustee




and



CITIBANK, N.A.



As Securities Administrator



INDENTURE




Dated as of September 14, 2010



5.0% Senior Notes due 2020




 

 






 









 


















TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 	 	 
	SECTION 1.01.
	 	Definitions	 	 	1	 
	SECTION 1.02.
	 	Other Definitions	 	 	9	 
	SECTION 1.03.
	 	Incorporation by Reference of Trust Indenture Act	 	 	10	 
	SECTION 1.04.
	 	Rules of Construction	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE II
THE SECURITIES

	 
	 	 	 	 	 	 
	SECTION 2.01.
	 	Form and Dating	 	 	10	 
	SECTION 2.02.
	 	Execution and Authentication	 	 	11	 
	SECTION 2.03.
	 	Registrar and Paying Agent	 	 	12	 
	SECTION 2.04.
	 	Paying Agent to Hold Money in Trust	 	 	13	 
	SECTION 2.05.
	 	Holder Lists	 	 	13	 
	SECTION 2.06.
	 	Transfer and Exchange	 	 	14	 
	SECTION 2.07.
	 	Replacement Securities	 	 	27	 
	SECTION 2.08.
	 	Outstanding Securities	 	 	28	 
	SECTION 2.09.
	 	[Reserved.]	 	 	28	 
	SECTION 2.10.
	 	Temporary Securities	 	 	28	 
	SECTION 2.11
	 	Cancellation	 	 	28	 
	SECTION 2.12.
	 	Defaulted Interest	 	 	28	 
	SECTION 2.13.
	 	Persons Deemed Owners	 	 	29	 
	SECTION 2.14.
	 	CUSIP Numbers	 	 	29	 
	 
	 	 	 	 	 	 
	ARTICLE III
COVENANTS

	 
	 	 	 	 	 	 
	SECTION 3.01.
	 	Payment of Securities	 	 	29	 
	SECTION 3.02.
	 	Maintenance of Office or Agency	 	 	29	 
	SECTION 3.03.
	 	SEC Reports; Financial Statements	 	 	30	 
	SECTION 3.04.
	 	Compliance Certificate	 	 	30	 
	SECTION 3.05.
	 	Corporate Existence	 	 	31	 
	SECTION 3.06.
	 	Waiver of Stay, Extension or Usury Laws	 	 	31	 
	SECTION 3.07.
	 	Limitation on Liens	 	 	31	 
	SECTION 3.08.
	 	Payment of Additional Amounts	 	 	34	 
	SECTION 3 09
	 	Limitations on Sale and Lease-Back Transactions	 	 	35	 
	SECTION 3.10.
	 	Change of Control Offer	 	 	36	 
	 
	 	 	 	 	 	 
	ARTICLE IV
CONSOLIDATION, MERGER AND SALE

	 
	 	 	 	 	 	 
	SECTION 4.01.
	 	Limitation on Mergers and Consolidations	 	 	38	 
	SECTION 4.02.
	 	Successors Substituted	 	 	39	 






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	 	 	 	 	Page	 
	ARTICLE V
DEFAULTS AND REMEDIES

	 
	 	 	 	 	 	 
	SECTION 5.01.
	 	Events of Default	 	 	39	 
	SECTION 5.02.
	 	Acceleration	 	 	41	 
	SECTION 5.03.
	 	Other Remedies	 	 	42	 
	SECTION 5.04.
	 	Waiver of Existing Defaults	 	 	42	 
	SECTION 5.05.
	 	Control by Majority	 	 	42	 
	SECTION 5.06.
	 	Limitations on Suits	 	 	43	 
	SECTION 5.07.
	 	Rights of Holders to Receive Payment	 	 	43	 
	SECTION 5.08.
	 	Collection Suit by Trustee	 	 	43	 
	SECTION 5.09.
	 	Trustee May File Proofs of Claim	 	 	44	 
	SECTION 5.10.
	 	Priorities	 	 	44	 
	SECTION 5.11.
	 	Undertaking for Costs	 	 	44	 
	 
	 	 	 	 	 	 
	ARTICLE VI
TRUSTEE

	 
	 	 	 	 	 	 
	SECTION 6.01.
	 	Duties of Trustee	 	 	45	 
	SECTION 6.02.
	 	Rights of Trustee	 	 	46	 
	SECTION 6.03.
	 	Individual Rights of Trustee	 	 	47	 
	SECTION 6.04.
	 	Trustee’s Disclaimer	 	 	47	 
	SECTION 6.05.
	 	Notice of Defaults	 	 	47	 
	SECTION 6.06.
	 	Reports by Trustee to Holders	 	 	48	 
	SECTION 6.07.
	 	Compensation and Indemnity	 	 	48	 
	SECTION 6.08.
	 	Replacement of Trustee	 	 	49	 
	SECTION 6.09.
	 	Successor Trustee by Merger, etc.	 	 	50	 
	SECTION 6.10.
	 	Eligibility; Disqualification	 	 	50	 
	SECTION 6.11.
	 	Preferential Collection of Claims Against Company	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE VII
DISCHARGE OF INDENTURE

	 
	 	 	 	 	 	 
	SECTION 7.01.
	 	Termination of Company’s and Guarantor’s Obligations	 	 	50	 
	SECTION 7.02.
	 	Application of Trust Money	 	 	54	 
	SECTION 7.03.
	 	Repayment to Company	 	 	54	 
	SECTION 7.04.
	 	Reinstatement	 	 	54	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
AMENDMENTS

	 
	 	 	 	 	 	 
	SECTION 8.01.
	 	Without Consent of Holders	 	 	55	 
	SECTION 8.02.
	 	With Consent of Holders	 	 	56	 
	SECTION 8.03.
	 	Compliance with Trust Indenture Act	 	 	58	 
	SECTION 8 04.
	 	Revocation and Effect of Consents	 	 	58	 
	SECTION 8.05.
	 	Notation on or Exchange of Securities	 	 	58	 
	SECTION 8.06.
	 	Trustee and Securities Administrator to Sign Amendments, etc.	 	 	58	 






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	 	 	 	 	Page	 
	ARTICLE IX
GUARANTEES OF SECURITIES

	 
	 	 	 	 	 	 
	SECTION 9.01.
	 	Unconditional Guarantees	 	 	59	 
	SECTION 9.02.
	 	Execution and Delivery of Notation of Guarantees	 	 	61	 
	 
	 	 	 	 	 	 
	ARTICLE X
REDEMPTION

	 
	 	 	 	 	 	 
	SECTION 10.01.
	 	Notices to Trustee	 	 	61	 
	SECTION 10.02.
	 	Selection of Securities to be Redeemed	 	 	62	 
	SECTION 10.03.
	 	Notices to Holders	 	 	62	 
	SECTION 10.04.
	 	Effect of Notices of Redemption	 	 	63	 
	SECTION 10.05.
	 	Deposit of Redemption Price	 	 	63	 
	SECTION 10.06.
	 	Securities Redeemed in Part	 	 	63	 
	SECTION 10.07.
	 	Optional Redemption	 	 	63	 
	 
	 	 	 	 	 	 
	ARTICLE XI
MISCELLANEOUS

	 
	 	 	 	 	 	 
	SECTION 11.01.
	 	Trust Indenture Act Controls	 	 	64	 
	SECTION 11.02.
	 	Notices	 	 	64	 
	SECTION 11.03.
	 	Communication by Holders with Other Holders	 	 	65	 
	SECTION 11.04.
	 	Certificate and Opinion as to Conditions Precedent	 	 	65	 
	SECTION 11.05.
	 	Statements Required in Certificate or Opinion	 	 	66	 
	SECTION 11.06.
	 	Rules by Trustee and Agents	 	 	66	 
	SECTION 11.07.
	 	Legal Holidays	 	 	66	 
	SECTION 11.08.
	 	No Recourse Against Others	 	 	66	 
	SECTION 11.09.
	 	Governing Law	 	 	66	 
	SECTION 11.10.
	 	Consent to Jurisdiction and Service of Process	 	 	66	 
	SECTION 11.11.
	 	Waiver of Immunity	 	 	67	 
	SECTION 11.12.
	 	Judgment Currency	 	 	67	 
	SECTION 11.13.
	 	No Adverse Interpretation of Other Agreements	 	 	67	 
	SECTION 11.14.
	 	Successors	 	 	68	 
	SECTION 11.15.
	 	Severability	 	 	68	 
	SECTION 11.16.
	 	Counterpart Originals	 	 	68	 
	SECTION 11.17.
	 	U.S.A. Patriot Act	 	 	68	 
	SECTION 11.18.
	 	Force Maieure	 	 	68	 
	SECTION 11.19.
	 	Table of Contents Headings, etc.	 	 	68	 
	 
	 	 	 	 	 	 
	EXHIBITS
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXHIBIT A
	 	Form of Security	 	 	A-1	 
	EXHIBIT B
	 	Form of Certificate of Transfer	 	 	B-1	 
	EXHIBIT C
	 	Form of Certificate of Exchange	 	 	C-1	 







iii 











 





     THIS INDENTURE dated as of September 14, 2010, is among Nabors Industries, Inc., a
Delaware corporation (the “Company”), Nabors Industries Ltd., a Bermuda exempted company (the
“Guarantor”), Wilmington Trust Company, a Delaware banking corporation, as trustee (the
“Trustee”), and Citibank, N.A., a national banking association, as paying agent, registrar,
securities custodian and authenticating agent (the “Securities Administrator”).



     Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of the Company’s 5.0% Senior Notes due 2020 issued on the date
hereof (the “Initial Securities”), the Holders of any Additional Securities (as defined herein)
issued hereafter and, if and when issued in exchange for the Initial Securities or any Additional
Securities as provided in a Registration Rights Agreement (as hereinafter defined), the Company’s
Exchange Securities (as hereinafter defined):



ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE




SECTION 1.01. Definitions.




     “Additional Interest” means, with respect to any Securities, the additional or special
interest thereon, if any, required by the Registration Rights Agreement applicable to such
Securities.



     “Additional Securities” means any Securities (other than the Initial Securities or the
Exchange Securities) issued under this Indenture in accordance with Section 2.02, as part of the
same series as the Initial Securities to the extent outstanding and any Exchange Securities then
outstanding.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by, or under direct or indirect common control with, such specified Person. For
purposes of this definition, “control” of a Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have
meanings correlative to the foregoing. The Trustee may request and may conclusively rely upon an
Officers’ Certificate to determine whether any Person is an Affiliate of any specified Person.



     “Agent” means any Registrar or Paying Agent.



     “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Security, the rules and procedures of the Depositary, Euroclear or
Clearstream that apply to such transfer or exchange.



     “Attributable Debt” means, with respect to any Sale and Lease-Back Transaction as of any
particular time, the present value discounted at the rate of interest implicit in the terms of the
lease of the obligations of the lessee under such lease for net rental payments during the
remaining term of the lease.



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     “Bankruptcy Law” means Title 11, U.S. Code or any similar U.S. or State law or any similar
foreign law for the relief of debtors.



     “Board of Directors” of any Person means the board of directors, board of managers (or other
comparable governing body) of such Person or any committee thereof duly authorized, with respect
to any particular matter, to act by or on behalf of the board of directors of such Person.



     “Business Day” means any day that is not a Legal Holiday.



     “Capital Stock” means (i) in the case of a corporation or a company, corporate stock or
shares; (ii) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock; (iii.) in the
case of a partnership or limited liability company, partnership or membership interests (whether
general or limited); and (iv) any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of assets of, the issuing
Person.



     “Clearstream” means Clearstream Banking, société anonyme or any successor securities clearing
agency.



     “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.



     “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Company” shall mean such successor Person.



     “Consolidated Net Tangible Assets” means the total assets of the Guarantor and the
Subsidiaries as of the most recent fiscal quarter end for which a consolidated balance sheet of
the Guarantor and the Subsidiaries is available, minus all current liabilities (excluding the
current portion of any long-term debt) of the Guarantor and the Subsidiaries reflected on such
balance sheet and minus total goodwill and other intangible assets of the Guarantor and the
Subsidiaries reflected on such balance sheet, all calculated on a consolidated basis in accordance
with GAAP.



     “Continuing Director” means, as of any date of determination, any member of the Board of
Directors of the Guarantor who:



     (1) was a member of such Board of Directors (a) on the Issue Date or (b) for at least two
consecutive years; or



     (2) was nominated for election, elected or appointed to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such Board of Directors at
the time of such nomination, election or appointment (either by a specific vote or by approval of
the Guarantor’s proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination).



     “Corporate Trust Office of the Trustee” means (i) with respect to the Trustee, the office at
which this Indenture shall be principally administered, which office shall initially be located at



2









 







the address of the Trustee specified in Section 11.02 and may be located at such other address as
the Trustee may give notice to the Company, the Holders and the Securities Administrator or such
other address as a successor Trustee may designate from time to time by notice to the Company, the
Holders and the Securities Administrator, and (ii) with respect to the Securities Administrator,
the office at which this Indenture shall be principally administered, which office shall initially
be located at the address of the Securities Administrator specified in Section 11.02 and may be
located at such other address as the Securities Administrator may give notice to the Company, the
Holders and the Trustee or such other address as a successor Securities Administrator may
designate from time to time by notice to the Company, the Holders and the Trustee.



     “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.



     “Default” means any event, act or condition that is, or after notice or the passage of time
or both would be, an Event of Default.



     “Definitive Security” means a certificated Security registered in the name of the Holder
thereof and issued in accordance with Section 2.06, substantially in the form of Exhibit A hereto,
except that such Security shall not bear the Global Security Legend and shall not have the
“Schedule of Exchanges of Securities” attached thereto.



     “Depositary” means The Depository Trust Company and its successors.



     “Euroclear” means Euroclear Bank N.V./S.A. or any successor securities clearance agency.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute.



     “Exchange Offer Registration Statement” means the registration statement of the Company
relating to any offer to exchange Exchange Securities for either Initial Securities or Additional
Securities pursuant to a Registration Rights Agreement.



     “Exchange Securities” means Securities issued in an exchange offer for Initial Securities or
Additional Securities in accordance with a Registration Rights Agreement.



     “Exchanging Dealer” means a broker-dealer that exchanges Securities in a Registered Exchange
Offer that it has acquired for its own account as a result of market making activities or other
trading activities.



     “Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and its successors.



     “Funded Debt” means indebtedness for money borrowed which by its terms matures at, or is
extendible or renewable at the option of the obligor to, a date more than twelve months after the
date of creation of such indebtedness.



3









 





     “GAAP” means generally accepted accounting principles in the United States of America, as in
effect from time to time.



     “Global Securities” means, individually and collectively, each of the Restricted Global
Securities and the Unrestricted Global Securities.



     “Global Security Legend” means the legend set forth in Section 2.06(g)(2) which is required
to be placed on all Global Securities issued under this Indenture.



     “Guarantor” means the Person named as a “Guarantor” in the first paragraph of this instrument
until a successor Person shall have assumed the obligations of such Person pursuant to the
applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such successor
Person(s).



     “Holder” means a Person in whose name a Security is registered on the Registrar’s books.



     “Indebtedness” means any indebtedness for money borrowed or representing the deferred
purchase price of property or assets purchased.



     “Indenture” means this Indenture as amended or supplemented from time to time.



     “Indirect Participant” means a Person who holds a beneficial interest in a Global Security
through a Participant.



     “Initial Purchasers” means, with respect to the Initial Securities, the initial purchasers
named in the Purchase Agreement, as initial purchasers of the Initial Securities in the Offering.



     “Interest Payment Date” has the meaning assigned to such term in the Securities.



     “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor rating category of Moody’s); a rating of BBB- or better by S&P (or its equivalent under
any successor rating category of S&P); a rating of BBB- or better by Fitch (or its equivalent
under any successor rating category of Fitch); and the equivalent investment grade rating from any
replacement Rating Agency or Agencies appointed by the Company or the Guarantor.



     “Issue Date” means the first date on which the Securities are issued under this Indenture.



     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in any of
New York, New York, Houston, Texas or a place of payment are authorized or obligated by law,
regulation or executive order to remain closed.



     “Letter of Transmittal” means the letter of transmittal prepared by the Company and sent to
all Holders of Initial or Additional Securities, as the case may be, for use by such Holders in
connection with a Registered Exchange Offer.



4









 





     “Maturity,” when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity, by declaration of acceleration, call for redemption or
otherwise.



     “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its
successors.



     “Non-U.S. Person” means a Person who is not a U.S. Person.



     “Offering” means the offering of the Initial Securities pursuant to the Offering Memorandum.



     “Offering Memorandum” means the final Offering Memorandum of the Company, dated September 9,
2010, relating to the Offering.



     “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any
Vice Chairman of the Board, any Vice President, the Chief Financial Officer, the Chief Accounting
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant
Secretary of a Person.



     “Officers’ Certificate” means a certificate signed by two Officers of a Person, one of whom
must be the principal executive officer, principal financial officer or principal accounting
officer of the Person, that complies with Sections 11.04 and 11.05 of this Indenture and is
delivered to the Trustee and the Securities Administrator, as applicable.



     “144A Global Security” means a Global Security substantially in the form of Exhibit A hereto
bearing the Global Security Legend and the Private Placement Legend, that has the Schedule of
Exchanges of Interests in the Global Security attached thereto, and that is deposited with or on
behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination
equal to the outstanding principal amount of the Securities initially sold in reliance on Rule
144A.



     “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee or the Securities Administrator, as applicable, and that complies with Sections 11.04 and
11.05 of this Indenture. Such counsel may be an employee of or counsel to the Company, the
Guarantor, the Trustee or the Securities Administrator.



     “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to
DTC, shall include Euroclear and Clearstream).



     “Paying Agent” means the Securities Administrator.



     “Person” means any individual, corporation, limited liability company, limited or general
partnership, joint venture, incorporated or unincorporated association, joint-stock company,
trust, unincorporated organization or government or other agency or political subdivision thereof
or other entity of any kind.



5









 





     “Private Placement Legend” means the legend set forth in Section 2.06(g)(l)(A) which is
required to be placed on all Securities issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.



     “Purchase Agreement” means the Purchase Agreement, dated September 9, 2010, among the
Company, the Guarantor and the Initial Purchasers.



     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.



     “Rating Agency” means each of Moody’s, S&P and Fitch; provided, that if any of Moody’s, S&P
and Fitch ceases to rate the Securities or fails to make a rating of the Securities publicly
available, the Company or the Guarantor shall appoint a replacement for such Rating Agency that is
a “nationally recognized statistical rating organization” within the meaning of Rule
15c3-l(c)(2)(vi)(F) under the Exchange Act.



     “Redemption Date,” when used with respect to any Security to be redeemed, means the date
fixed for such redemption by or pursuant to this Indenture.



     “Redemption Price” means the price at which the Securities may be redeemed, as set forth in
paragraph 4 of the form of Securities.



     “Registered Exchange Offer” means an offer to exchange Exchange Securities for either Initial
Securities or Additional Securities pursuant to an Exchange Offer Registration Statement as
required by a Registration Rights Agreement.



     “Registrar” means the Securities Administrator.



     “Registration Rights Agreement” means, with respect to the Initial Securities, the
Registration Rights Agreement, dated as of the Issue Date, among the Company, the Guarantor and
the Initial Purchasers, or any similar registration rights agreement with respect to Additional
Securities.



     “Regulation S” means Regulation S promulgated under the Securities Act, as such may be
amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.



     “Regulation S Global Security” means a permanent Global Security substantially in the form of
Exhibit A hereto bearing the Global Security Legend and the Private Placement Legend, that has the
Schedule of Exchanges of Interests in the Global Security attached thereto, and that is deposited
with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Securities initially sold in
reliance on Rule 903 of Regulation S.



     “Resale Restriction Termination Date” means (x), in the case of Securities sold pursuant to
Rule 144A, the date which is one year (or such other date when resales of securities by
non-affiliates are first permitted under Rule 144(d)) after the later of the date of the original
issue of the Securities or the date of any subsequent reopening of the Securities and the last date
on which the Company or any of its affiliates were the owner of such Securities (or any predecessor



6









 







thereto) or, in the case of Securities sold pursuant to Regulation S, 40 days or (y), in any case,
such later date, if any, as may be required by applicable law.



     “Responsible Officer” means, when used with respect to the Trustee or the Securities
Administrator, any officer assigned by either the Trustee or the Securities Administrator, as the
case may be, to administer corporate trust matters or to whom any corporate trust matter is
referred because of such person’s knowledge of and familiarity with the particular subject and who
shall have direct responsibility for the administration of this Indenture.



     “Restricted Definitive Security” means a Definitive Security bearing the Private Placement
Legend.



     “Restricted Global Security” means a Regulation S Global Security or a 144A Global Security.



     “Restricted Period” means the “distribution compliance period” as defined in Regulation S.



     “Rule 144” means Rule 144 promulgated under the Securities Act, as such Rule may be amended
from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by
the SEC providing for offers and sales of securities made in compliance therewith resulting in
offers and sales by subsequent holders that are not affiliates of the issuer of such securities
being free of the registration and prospectus delivery requirements of the Securities Act.



     “Rule 144A” means Rule 144A promulgated under the Securities Act, as such Rule may be amended
from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the
SEC.



     “Rule 903” means Rule 903 promulgated under the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the SEC.



     “Rule 904” means Rule 904 promulgated under the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the SEC.



     “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financing Services LLC
business, and its successors.



     “Sale and Lease-Back Transaction” means any arrangement with any Person providing for the
leasing by the Guarantor or any Subsidiary of any property, whereby such property had been sold or
transferred by the Guarantor or any Subsidiary to such Person.



     “SEC” means the Securities and Exchange Commission.



     “Securities” means securities issued under this Indenture. The Initial Securities, the
Exchange Securities and the Additional Securities shall be treated as a single class for all
purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and
offers to purchase and unless otherwise provided or the context otherwise requires, all



7









 







references to “the Securities” shall include the Initial Securities, the Exchange Securities and
the Additional Securities.



     “Securities Act” means the Securities Act of 1933, as amended, and any successor statute.



     “Securities Administrator” means the Person named as the “Securities Administrator” in the
first paragraph of this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Securities Administrator” shall mean the
successor serving hereunder.



     “Securities Custodian” means the Securities Administrator, as custodian on behalf of the
Depositary with respect to the Securities in global form, or any successor entity thereto.



     “Shelf Registration Statement” means a registration statement of the Company used by a Holder
in connection with its offer and sale of Securities pursuant to a Registration Rights Agreement.



     “Stated Maturity” means, with respect to any Security, the date specified in such Security as
the fixed date on which the principal of such Security is due and payable.



     “Subsidiary” means (1) any corporation, association or other business entity (other than a
partnership, joint venture or limited liability company) of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time of determination
owned or controlled, directly or indirectly, by the Guarantor or one or more of the other
Subsidiaries or a combination thereof and (2) any partnership, joint venture or limited liability
company of which (x) more than 50% of the capital accounts, distribution rights, total equity and
voting interests or general and limited partnership interests, as applicable, are owned or
controlled, directly or indirectly, by the Guarantor or one or more of the other Subsidiaries or a
combination thereof, whether in the form of membership, general, special or limited partnership
interests or otherwise, (y) the Guarantor or any of the Subsidiaries is a controlling general
partner or otherwise controls such entity and (z) such entity is consolidated in the consolidated
financial statements of the Guarantor in accordance with GAAP.



     “Taxes” means any tax, duty, levy, impost, assessment or other governmental charge of whatever
nature imposed or levied by or on behalf of the Government of Bermuda or by an authority or agency
therein or thereof having the power to tax, including any interest, penalties or other charges in
respect thereof.



     “TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C.
Sections 77aaa-77bbbb), as in effect on the Issue Date, except as provided in Section 8.03.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean the successor serving hereunder.



8









 





     “U.S. Government Obligations” means direct obligations (or certificates representing an
ownership interest in such obligations) of the United States of America for the payment of which
the full faith and credit of the United States of America is pledged.



     “U.S. Person” means a “U.S. person” as defined in Rule 902(k) under the Securities Act.



     “Unrestricted Definitive Security” means a Definitive Security that does not bear and is not
required to bear the Private Placement Legend.



     “Unrestricted Global Security” means a permanent Global Security substantially in the form of
Exhibit A attached hereto that bears the Global Security Legend and that has the “Schedule of
Exchanges of Securities” attached thereto and that is deposited with or on behalf of and
registered in the name of the Depositary or its nominee, representing Securities that do not bear
the Private Placement Legend.



     “Voting Stock” of any specified Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote generally in the election of the Board of Directors of such
Person.



     SECTION 1.02. Other Definitions.



	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	 
	 	 	 	 
	“Additional Amounts”

	 	 	3.08	 
	“Authorized Agent”

	 	 	11.10	 
	“Change of Control”

	 	 	3.10	 
	“Change of Control Offer”

	 	 	3.10	 
	“Change of Control Payment Date”

	 	 	3.10	 
	“Change of Control Trigger Event”

	 	 	3.10	 
	“Covenant Defeasance”

	 	 	7.01	(c)
	“Debt”

	 	 	3.07	 
	“DTC”

	 	 	2.03	 
	“Event of Default”

	 	 	5.01	 
	“Excluded Holder”

	 	 	3.08	 
	“Guarantees”

	 	 	9.01	(a)
	“Indenture Obligations”

	 	 	9.01	(a)
	“Initial Securities”

	 	Preamble

	“Judgment Currency”

	 	 	11.12	 
	“mortgage” or “mortgages”

	 	 	3.07	 
	“Paying Agent”

	 	 	2.03	 
	“Registrar”

	 	 	2.03	 
	“Territory”

	 	 	3.08	 
	“Trigger Period”

	 	 	3.10	 






9









 






     SECTION 1.03. Incorporation by Reference of Trust Indenture Act.



     Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in this Indenture
have the following meanings:



     “commission” means the SEC;



     “indenture securities” means the Securities;



     “indenture security holder” means a Holder;



     “indenture to be qualified” means this Indenture;



     “indenture trustee” or “institutional trustee” means the Trustee; and



     “obligor” on the indenture securities means the Company and the Guarantor.



     All other terms used in this Indenture, and not otherwise defined herein, that are defined by
the TIA, defined by a TIA reference to another statute or defined by an SEC rule under the TIA
have the meanings so assigned to them. All references in this Indenture to “Sections” or
“Articles” are to Sections or Articles, as applicable, of this Indenture, unless otherwise
expressly indicated.



     SECTION 1.04. Rules of Construction. Unless the context otherwise requires: (1) a term has
the meaning assigned to it; (2) an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP; (3) “or” is not exclusive; (4) words in the singular include the
plural, and in the plural include the singular; (5) words implying any gender shall apply to all
genders; (6) the term “merger” includes a statutory compulsory share exchange and a conversion of
a corporation into a limited liability company, a partnership or other entity and vice versa and
(7) provisions apply to successive events and transactions.



ARTICLE II

THE SECURITIES




     SECTION 2.01. Form and Dating.



          (a) General. The Securities, any notations thereon relating to the Guarantees and the
Trustee’s certificate of authentication shall be substantially in the form of Exhibit A to this
Indenture, the terms of which are hereby incorporated into this Indenture. The Securities may have
notations, legends or endorsements required by law, securities exchange rule, the Company’s
certificate of incorporation, bylaws, agreements to which the Company is subject, if any, or usage,
provided that any such notation, legend or endorsement is in a form acceptable to the Company. Each
Security shall be dated the date of its authentication. The Securities shall be in registered form
without coupons and issued only in minimum denominations of $2,000 and integral multiples of $1,000
in excess thereof. The terms and provisions contained in the Securities shall constitute, and are
hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the
Guarantor, the Trustee and the Securities Administrator, by








10









 







their execution and delivery of this Indenture, expressly agree to such terms and provisions and
to be bound thereby. However, to the extent any provision of any Security conflicts with the
express provisions of this Indenture, the provisions of this Indenture (to the extent permitted by
law) shall govern and be controlling.




          (b)
Global Securities. Securities issued in global form shall be substantially in the form of
Exhibit A attached hereto (including the Global Security Legend
thereon and the Schedule of
Exchanges of Interests in the Global Security attached thereto). Securities issued in definitive
form shall be substantially in the form of Exhibit A attached
hereto (but without the Global
Security Legend thereon and without the Schedule of Exchanges of
Interests in the Global Security
attached thereto). Each Global Security shall represent such of the
outstanding Securities as shall
be specified therein, and each shall provide that it shall represent
the aggregate principal amount
of outstanding Securities from time to time endorsed thereon and that
the aggregate principal amount
of outstanding Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect
the amount of any increase or decrease in the aggregate principal amount of outstanding Securities
represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of
the Trustee, in accordance with instructions given by the Holder thereof as required by Section
2.06.




          (c) Regulation S Global Securities. Any
 Securities offered and sold in reliance on
Regulation S shall be issued initially in the form of a
Regulation S Global Security, which shall be
deposited on behalf of the purchasers of the Securities represented
thereby with the Securities
Custodian, and registered in the name of the Depositary or the
nominee of the Depositary, duly
executed by the Company and authenticated by the Trustee as
hereinafter provided. Prior to the
expiration of the Restricted Period, any resale or transfer of
beneficial interests in a Regulation
S Global Security to U.S. Persons shall not be permitted unless such resale or transfer is made
pursuant to Rule 144A or Regulation S.




          (d) 144A Global Securities. Any Securities
offered and sold in reliance on Rule 144A shall be
issued initially in the form of a 144A Global Security, which shall
be deposited on behalf of the
purchasers of the Securities represented thereby with the Securities Custodian, and registered in
the name of the Depositary or the nominee of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.




          (e)
Definitive Securities. Notwithstanding any other provision of this Article II, any
issuance of Definitive Securities shall be at the Company’s
discretion, except in the specific
circumstances set forth in Section 2.06(a).




     SECTION 2.02. Execution and Authentication. One Officer of the Company shall sign the
Securities on behalf of the Company by manual or facsimile signature. The Company’s seal may be
(but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities
and may be in facsimile form.



     If an Officer of the Company whose signature is on this Indenture or a Security no longer
holds that office at the time the Trustee authenticates such Security or at any time thereafter,
the Security shall be valid nevertheless.



11









 





     A Security shall not be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose until authenticated by the manual signature of an authorized signatory
of the Trustee or an authenticating agent, as the case may be, which signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.



     The Trustee shall authenticate and deliver: (1) Initial Securities for original issue in an
aggregate principal amount of $700,000,000, (2) if and when issued, Additional Securities (which
may be issued in either a registered or a private offering under the Securities Act) and (3)
Exchange Securities for issue only in an exchange offer pursuant to a Registration Rights
Agreement, and only in exchange for Initial Securities or Additional Securities of an equal
principal amount, in each case upon a written order of the Company signed by one Officer of the
Company. Such order shall specify the amount of the Securities to be authenticated and the date on
which the issue of Securities is to be authenticated and whether the Securities are to be in global
or definitive form and whether they are to bear the Private Placement Legend. The Company may issue
Additional Securities under this Indenture subsequent to the Issue Date, provided that no
Additional Securities may be issued at a price that would cause such Additional Securities to have
“original issue discount” within the meaning of Section 1273 of the Code. In authenticating such
Securities, the Trustee shall be entitled to receive, and shall be entitled to conclusively rely
upon, an Opinion of Counsel substantially to the effect that such Securities, when authenticated
and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors’ rights and to general equity principles.



     The aggregate principal amount of Securities outstanding at any time may not exceed the
aggregate principal amount of Securities authorized for issuance by the Company pursuant to such
written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the
aggregate principal amount of Securities that may be issued under this Indenture shall not be
limited.



     The Trustee may appoint one or more authenticating agents acceptable to the Company to
authenticate Securities. The Trustee hereby initially appoints the Securities Administrator as an
authenticating agent, and both the Securities Administrator and the Company hereby accept such
appointment. Unless limited by the terms of such appointment, an authenticating agent may
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An authenticating agent has
the same rights as an Agent to deal with the Company, the Guarantor or any of their respective
Affiliates.



     SECTION 2.03. Registrar and Paying Agent. The Company shall maintain in the continental
United States an office or agency where Securities may be presented for registration of transfer
or exchange (“Registrar”) and an office or agency where Securities may be presented for payment
(“Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more additional paying
agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent.



12









 





     The Company shall enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address
of any Agent not a party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Guarantor or any of its Subsidiaries
may act as Paying Agent or Registrar.



     The Company initially appoints the Securities Administrator as Registrar and Paying Agent for
the Securities at its Corporate Trust Office. The place of payment with respect to the Securities,
in addition to the Corporate Trust Office of the Trustee, shall be The City of New York, and the
Company hereby appoints the Securities Administrator as its Paying Agent in The City of New York,
at its corporate trust office in such city, as specified in Section 11.02, the intention of the
Company being that the Securities shall at all times be payable in The City of New York.



     The immunities, protections and exculpations available to the Trustee under this Indenture
shall also be available to the Securities Administrator, each Agent and each authenticating agent,
and the Company’s obligations under Section 6.07 to compensate and indemnify the Trustee shall
extend likewise to the Securities Administrator, each Agent and each authenticating agent.



     The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with
respect to each Global Security.



     SECTION 2.04. Paying Agent to Hold Money in Trust. The Company shall require each Paying
Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal
of or premium, if any, Additional Amounts, if any, or interest on the Securities, whether such
money shall have been paid to it by the Company or the Guarantor, and will notify the Trustee in
writing of any default by the Company or the Guarantor in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee and to account for any funds disbursed. Upon payment
over to the Trustee and upon accounting for any funds disbursed, the Paying Agent (if other than
the Company) shall have no further liability for the money. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit
of the Holders all money held by it as Paying Agent.



     SECTION 2.05. Holder Lists. The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Holders and shall
otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least seven Business Days before each Interest Payment Date, and at such
other times as the Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders, and the Company shall
otherwise comply with TIA Section 312(a).



13









 





     SECTION 2.06. Transfer and Exchange.



          (a)
Transfer and Exchange of Global Securities. A Global Security may not be transferred as a
whole except by the Depositary to a nominee of the Depositary, by a
nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. Global Securities also may be
exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in
Global Securities shall not be entitled to receive Definitive Securities unless:





          (1)
the Company delivers to the Trustee and the Registrar notice from the Depositary
that it is unwilling or unable to continue to act as Depositary or
that it is no longer a
clearing agency registered under the Exchange Act and, in either
case, a successor Depositary
is not appointed by the Company within 90 days;




          (2) there has occurred
 and is continuing an Event of Default and the Depositary notifies
the Trustee of its decision to exchange the Global Securities for Definitive Securities;
provided that in no event shall the Regulation S Global Security
be exchanged by the Company
for Definitive Securities prior to the expiration of the Restricted Period; or




          (3) any such owner requests (through a Participant or an Indirect
Participant) an
exchange of its beneficial interest in a Global Security for a
Definitive Security, and the
Depositary gives the Trustee and the Registrar, in accordance with
the Applicable Procedures,
at least 20 days’ prior notice of the request.


Upon the occurrence of any of the events in clause (1), (2) or (3) above, Definitive Securities
shall be issued in such names and authorized denominations as the Depositary shall instruct the
Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the
Guarantor, the Trustee nor the Registrar will be liable for any delay by the Depositary in
identifying the owners of beneficial interests in a Global Security, and each of the Company, the
Guarantor, the Trustee and the Registrar may conclusively rely on, and will be protected in
relying on, instructions from the Depository for all purposes of this Indenture.




          (b) Transfer and Exchange of Beneficial Interests in the Global Securities. The transfer and
exchange of beneficial interests in the Global Securities shall be
effected through the Depositary,
in accordance with the provisions of this Indenture and the
Applicable Procedures. Transfers of
beneficial interests in the Global Securities also shall require compliance with either subparagraph
(1) or (2) below, as applicable, as well as one or more of the other following provisions of this
Section 2.06, as applicable:





          (1) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests
in any Restricted Global Security may be transferred to Persons who take delivery thereof
in the form of a beneficial interest in the same Restricted Global Security in accordance
with the transfer restrictions set forth in the Private Placement Legend. Beneficial
interests in any Unrestricted Global Security may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in such Unrestricted



14









 







Global Security. No written orders
or instructions shall be required to be delivered to the
Registrar to effect the transfers described in the preceding sentence of this Section
2.06(b)(l).




          (2)
All Other Transfers and Exchanges of Beneficial Interests in Global Securities. In
connection with all transfers and exchanges of beneficial interests that are not subject to
Section 2.06(b)(l) above, the transferor of such beneficial
interest must deliver to the
Registrar either:




     (A) (i) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to credit or cause to be credited a beneficial interest in
another Global Security in an amount equal to the beneficial interest to be
transferred or exchanged; and




          (ii) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with such
increase; or




     (B) (i) a
 written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Security in an amount
equal to the beneficial interest to be transferred or exchanged; and




          (ii) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Security shall be
registered to effect the transfer or exchange referred to in Section
2.06(b)(2)(B)(i) above.


Upon consummation of a Registered Exchange Offer by the Company in accordance with Section 2.06(f),
the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by
the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of
such beneficial interests in the Restricted Global Securities (or transmitted to the Registrar via
the Depositary’s book-entry system). Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Securities contained in this Indenture, the Securities
or otherwise applicable under the Securities Act, the principal amount of each relevant Global
Security shall be adjusted pursuant to Section 2.06(h).





          (3)
Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial
interest in any Restricted Global Security may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Security if the
transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar
receives the following:




     (A) if the transferee will take delivery in the form of a beneficial interest
in the 144A Global Security, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (1) thereof; and



15









 






     (B) if the transferee will take delivery in the form of a beneficial interest in the
Regulation S Global Security, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (2) thereof.




          (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Security for
Beneficial Interests in the Unrestricted Global Security. A beneficial interest in any Restricted
Global Security may be exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Security if the exchange or transfer complies with the
requirements of Section 2.06(b)(2) above and:




     (A)
such exchange or transfer is effected pursuant to a Registered Exchange Offer in
accordance with the applicable Registration Rights Agreement and the holder of the
beneficial interest to be transferred, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal (or via the
Depositary’s book-entry system) that, among other things, it is not (i) a Person
participating in the distribution of the Exchange Securities or (ii) an affiliate (as
defined in Rule 144) of the Company and that any Exchange Securities to be acquired by such
holder will be acquired in the ordinary course of its business;




     (B)
such transfer is effected pursuant to a Shelf Registration Statement in accordance
with the applicable Registration Rights Agreement;




     (C) such transfer is effected by an Exchanging Dealer
 pursuant to an Exchange Offer
Registration Statement in accordance with the applicable Registration Rights Agreement;
or




     (D) the Registrar receives the following:




          (i) if the holder of such beneficial interest in a Restricted Global Security
proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted
Global Security, a certificate from such holder in the form of Exhibit C hereto, including
the certifications in item (l)(a) thereof; or




          (ii) if the holder of such beneficial interest in a Restricted Global Security
proposes to transfer such beneficial interest to a Person who shall take delivery thereof
in the form of a beneficial interest in an Unrestricted Global Security, a certificate
from such holder in the form of Exhibit B hereto, including the certifications in item (4)
thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so requests or
if the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and state “blue sky” laws and that the restrictions on transfer
contained herein and in the Private Placement



16









 







Legend are no longer required in order to maintain compliance with the Securities Act.




If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of
a written order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.




          (5) Exchange or Transfer Prohibited. Beneficial interests in an Unrestricted Global Security
cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Security.



          (c)
 Transfer or Exchange of Beneficial Interests for Definitive Securities.





          (1) Beneficial Interests in Restricted Global Securities to Restricted Definitive Securities.
If any holder of a beneficial interest in a Restricted Global Security proposes to exchange such
beneficial interest for a Restricted Definitive Security or to transfer such beneficial interest to
a Person who takes delivery thereof in the form of a Restricted Definitive Security, then, upon
receipt by the Registrar of the following documentation:




     (A) if
 the holder of such beneficial interest in a Restricted Global Security proposes
to exchange such beneficial interest for a Restricted Definitive Security, a certificate
from such holder in the form of Exhibit C hereto, including the certifications in item
(2)(a) thereof;




     (B)
if such beneficial interest is being transferred to a QIB in accordance with Rule
144A, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof; or




     (C) if such beneficial interest is being transferred
 to a non-U.S. Person in an
offshore transaction in accordance with Rule 904, a certificate
to the effect set forth in
Exhibit B hereto, including the certifications in item (2) thereof,




the Registrar shall cause the aggregate principal amount of the applicable Global Security to be
reduced accordingly pursuant to Section 2.06(h), and the Company shall execute and the Trustee
shall authenticate and deliver to the Person designated in the instructions a Definitive Security
in the appropriate principal amount. Any Definitive Security issued in exchange for a beneficial
interest in a Restricted Global Security pursuant to this Section 2.06(c) shall be registered in
such name or names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Definitive Securities to the
Persons in whose names such Securities are so registered. Any Definitive Security issued in
exchange for a beneficial interest in a Restricted Global Security pursuant to this Section
2.06(c)(l) shall bear the Private Placement Legend and shall be subject to all restrictions on
transfer



17









 







contained therein.
 Notwithstanding Sections 2.06(c)(1)(A) and (C), a beneficial interest in the
Regulation S Global Security may not be exchanged for a Definitive Security or transferred to a
Person who takes delivery thereof in the form of a Definitive Security prior to the expiration of
the Restricted Period, except in the case of a transfer pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 904.




          (2) Beneficial Interests in Restricted Global Securities to Unrestricted Definitive
Securities. A holder of a beneficial interest in a Restricted Global Security may exchange such
beneficial interest for an Unrestricted Definitive Security or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security
only if:




     (A)
such exchange or transfer is effected pursuant to a Registered Exchange Offer in
accordance with the applicable Registration Rights Agreement and the holder of such
beneficial interest, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal(or via the Depositary’s
book-entry system) that, among other things, it is not (i) a Person participating in the
distribution of the Exchange Securities or (ii) an affiliate (as defined in Rule 144) of the
Company and that any Exchange Securities to be acquired by such holder will be acquired in
the ordinary course of its business;




     (B)
such transfer is effected pursuant to a Shelf Registration Statement in accordance
with the applicable Registration Rights Agreement;




     (C)
such transfer is effected by an Exchanging Dealer pursuant to an Exchange Offer
Registration Statement in accordance with the applicable Registration Rights Agreement;
or




     (D) the Registrar receives the following:




          (i) if the holder of such beneficial interest in a Restricted Global Security
proposes to exchange such beneficial interest for an Unrestricted Definitive Security, a
certificate from such holder in the form of Exhibit C hereto, including the certifications
in item (1)(b) thereof; or




          (ii) if the holder of such beneficial interest in a Restricted Global Security
proposes to transfer such beneficial interest to a Person who shall take delivery thereof
in the form of an Unrestricted Definitive Security, a certificate from such holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
state “blue sky” laws and that the restrictions on transfer



18









 







contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.




          (3) Beneficial Interests in Unrestricted Global Securities to Unrestricted Definitive
Securities. If any holder of a beneficial interest in an Unrestricted Global Security proposes to
exchange such beneficial interest for a Definitive Security or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive Security, then, upon
satisfaction of the conditions set forth in Section 2.06(b)(2)(B), the Registrar shall cause the
aggregate principal amount of the applicable Global Security to be reduced accordingly pursuant to
Section 2.06(h), and the Company shall execute and the Trustee shall authenticate and deliver to
the Person designated in the instructions a Definitive Security in the appropriate principal
amount. Any Definitive Security issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(3) shall be registered in such name or names and in such authorized denomination
or denominations as the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Securities to the Persons in whose names such Securities are so
registered. Any Definitive Security issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(3) shall not bear the Private Placement Legend.



          (d) Transfer and Exchange of Definitive Securities for Beneficial Interests.





          (1) Restricted Definitive Securities to Beneficial Interests in Restricted Global Securities.
If any Holder of a Restricted Definitive Security proposes to exchange such Security for a
beneficial interest in a Restricted Global Security or to transfer such Restricted Definitive
Security to a Person who takes delivery thereof in the form of a beneficial interest in a
Restricted Global Security, then, upon receipt by the Registrar of the following documentation:




     (A) if the
 Holder of such Restricted Definitive Security proposes to exchange such
Security for a beneficial interest in a Restricted Global Security, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;




     (B) if
 such Restricted Definitive Security is being transferred to a QIB in accordance
with Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the
certifications in item (1) thereof; or




     (C)
if such Restricted Definitive Security is being transferred to a
non-U.S. Person
in an offshore transaction in accordance with Rule 904, a
certificate to the effect set
forth in Exhibit B hereto, including the certifications in item
(2) thereof,




the Trustee shall cancel the Restricted Definitive Security, the Registrar shall increase or cause
to be increased the aggregate principal amount of, in the case of clause (A) above, the
appropriate Restricted Global Security, in the case of clause (B) above, the 144A Global Security,
and in the case of clause (C) above, the Regulation S Global Security.



19









 







          (2) Restricted Definitive Securities to Beneficial Interests in Unrestricted
Global Securities. A Holder of a Restricted Definitive Security
may exchange such Security for a
beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive
Security to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Security only if:




     (A)
 such exchange or transfer is effected pursuant to a Registered Exchange Offer in
accordance with applicable Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter
of Transmittal (or via the Depositary’s book-entry system) that, among other things, it is
not (i) a Person participating in the distribution of the Exchange Securities or (ii) an
affiliate (as defined in Rule 144) of the Company and that any Exchange Securities to be
acquired by such holder will be acquired in the ordinary course of its business;




     (B) such
 transfer is effected pursuant to a Shelf Registration Statement in accordance
with the applicable Registration Rights Agreement;




     (C) such
transfer is effected by an Exchanging Dealer pursuant to an Exchange Offer
Registration Statement in accordance with the applicable Registration Rights Agreement;
or




     (D) the Registrar receives the following:




          (i) if the Holder of such Definitive Securities proposes to exchange such Securities
for a beneficial interest in the Unrestricted Global Security, a certificate from such
Holder in the form of Exhibit C hereto, including the
certifications in item (1)(c)
thereof; or




          (ii) if the Holder of such Definitive Securities proposes to transfer such Securities
to a Person who shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Security, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
state “blue sky” laws and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the Securities Act.




Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the
Trustee shall cancel the Definitive Securities and the Registrar shall increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Security.




          (3) Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global
Securities. A Holder of an Unrestricted Definitive Security may



20









 







exchange such Security for a beneficial interest in an Unrestricted Global Security or
transfer such Definitive Security to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Security at any time. Upon receipt of a
request for such an exchange or transfer, the Trustee shall cancel the applicable
Unrestricted Definitive Security and the Registrar shall increase or cause to be increased
the aggregate principal amount of one of the Unrestricted Global Securities.



     If any such exchange or transfer from a Definitive Security to a beneficial interest is
effected pursuant to subparagraphs (2)(B), (2)(D) or (3) of this Section 2.06(d) at a time when an
Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of
an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or
more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount
of Definitive Securities so transferred.



          (e) Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by
a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section
2.06(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to
such registration of transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing. In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).





          (1) Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted
Definitive Security may be transferred to and registered in the name
of Persons who take
delivery thereof in the form of a Restricted Definitive Security if
the Registrar receives
the following:




     (A)
if the transfer will be made pursuant to Rule 144A, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including
the certifications
in item (1) thereof;




     (B)
if the transfer will be made pursuant to Rule 904, then the
transferor must
deliver a certificate in the form of Exhibit B hereto, including
the certifications
in item (2) thereof; and




     (C) if the
 transfer will be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the
certifications required by
item (3) thereof.




          (2) Restricted Definitive Securities to Unrestricted Definitive Securities.
Any Restricted Definitive Security may be exchanged by the Holder
thereof for an Unrestricted
Definitive Security or transferred to a Person or Persons who take delivery thereof in the
form of an Unrestricted Definitive Security if:



21









 






     (A)
such exchange or transfer is effected pursuant to a Registered Exchange
Offer in accordance with the applicable Registration Rights Agreement and the Holder,
in the case of an exchange, or the transferee, in the case of a transfer, certifies
in the applicable Letter of Transmittal (or via the Depositary’s book-entry system)
that, among other things, it is not (i) a Person participating
in the distribution of
the Exchange Securities or (ii) a Person who is an affiliate (as defined in Rule 144)
of the Company and that any Exchange Securities to be acquired by such holder will be
acquired in the ordinary course of its business;




     (B)
any such transfer is effected pursuant to a Shelf Registration Statement in
accordance with the applicable Registration Rights Agreement;




     (C)
 any such transfer is effected by an Exchanging Dealer pursuant to an
Exchange Offer Registration Statement in accordance with the
applicable Registration
Rights Agreement; or




     (D) the Registrar receives the following:




          (i) if the Holder of such Restricted Definitive Securities proposes to exchange
such Securities for an Unrestricted Definitive Security, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item (l)(d)
thereof; or




          (ii) if the Holder of such Restricted Definitive Security proposes to transfer
such Securities to a Person who shall take delivery thereof in the form of an
Unrestricted Definitive Security, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and state “blue sky” laws and
that the restrictions on transfer contained herein and in the Private Placement Legend are
no longer required in order to maintain compliance with the Securities Act.




          (3) Unrestricted Definitive Securities to Unrestricted Definitive Securities. A Holder
of Unrestricted Definitive Securities may transfer such Securities to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Security. Upon receipt of a
request to register such a transfer, the Registrar shall register the Unrestricted
Definitive Security pursuant to the instructions from the Holder thereof.



          (f) Registered Exchange Offer. Upon the occurrence of a Registered Exchange Offer in
accordance with the applicable Registration Rights Agreement, the Company shall issue and, upon
receipt of a written order in accordance with Section 2.02, the Trustee shall authenticate:





          (1) one or more Unrestricted Global Securities in an aggregate principal amount equal
to the principal amount of the beneficial interests in the Restricted Global Securities
tendered for acceptance by Persons that certify in the applicable Letters



22









 







of Transmittal (or via the Depositary’s book-entry system), among other things, that (A) any
Exchange Securities to be acquired by such Persons will be acquired in the ordinary course
of business, (B) they are not participating in a distribution of the Exchange Securities and
(C) they are not affiliates (as defined in Rule 144) of the Company, and accepted for
exchange in the Registered Exchange Offer; and




          (2) Unrestricted Definitive Securities in an aggregate principal amount equal to the
principal amount of any Restricted Definitive Securities accepted for exchange in the
Registered Exchange Offer.



     Concurrently with the issuance of such Securities, the Registrar shall cause the aggregate
principal amount of the applicable Restricted Global Securities to be reduced accordingly, and the
Company shall execute and the Trustee shall authenticate, and deliver to the Persons designated by
the Holders of any Definitive Securities so accepted, Unrestricted Definitive Securities in the
appropriate principal amount.



          (g) Legends. The following legends shall appear on the face of all Global Securities and
Definitive Securities issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture.





     (1) Private Placement Legend.




     (A) Except as permitted by subparagraph (B) below or as otherwise agreed
between the Company and the Holder, each Global Security and each Definitive
Security (and all Securities issued in exchange therefor or substitution thereof)
shall bear a legend, until the Resale Restriction Termination Date, in substantially
the following form:




     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.




     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A)
IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”)), OR (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S, AND (2) AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE RESALE RESTRICTION



23









 







TERMINATION DATE, ONLY (A) TO NABORS INDUSTRIES LTD. OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S, OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY
OTHER JURISDICTION, INCLUDING ANY STATE OF THE UNITED STATES, SUBJECT TO THE COMPANY’S AND THE
TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL SATISFACTORY TO EACH OF THEM AND/OR A CERTIFICATE OF TRANSFER OR EXCHANGE IN THE FORM
PRESCRIBED IN THE INDENTURE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.




     BY ITS ACQUISITION AND HOLDING OF THIS SECURITY THE HOLDER THEREOF WILL BE DEEMED TO HAVE
REPRESENTED, WARRANTED AND AGREED THAT EITHER (I) IT IS NOT AND WILL NOT BE FOR SO LONG AS IT
HOLDS ANY SECURITY (OR INTEREST IN A SECURITY) AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO
THE FIDUCIARY RESPONSIBILITY REQUIREMENT OF TITLE I OF U.S. EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), A “PLAN” OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S.
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF SUCH EMPLOYEE BENEFIT PLAN OR PLAN’S INVESTMENT IN THE ENTITY, OR
A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL,
NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS OF ERISA
OR THE CODE (“SIMILAR LAWS”), OR (II) THE PURCHASE, HOLDING AND DISPOSITION OF THIS SECURITY WILL
NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S.,



24









 








CHURCH OR OTHER PLAN, A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.




     (B) Notwithstanding the foregoing, any Global Security or Definitive Security issued
pursuant to subparagraph (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of
this Section 2.06 (and all Securities issued in exchange therefor or substitution thereof)
shall not bear the Private Placement Legend.




          (2) Global Security Legend. Each Global Security shall bear a legend in substantially
the following form:




     THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
2.06 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.06(a) OF THE INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.




     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE
FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)
(“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



25









 





          (h) Cancellation and/or Adjustment of Global Securities. At such time as all beneficial
interests in a particular Global Security have been exchanged for Definitive Securities or a
particular Global Security has been redeemed, repurchased or canceled in whole and not in part,
each such Global Security shall be returned to or retained and canceled by the Trustee in
accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest
in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Security or for Definitive Securities, the
principal amount of Securities represented by such Global Security shall be reduced accordingly
and an endorsement shall be made on such Global Security by the Trustee or by the Securities
Custodian at the direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Security, such other Global Security shall be
increased accordingly and an endorsement shall be made on such Global Security by the Trustee or
by the Securities Custodian at the direction of the Trustee to reflect such increase.




          (i) General Provisions Relating to Transfers and Exchanges.





          (1) To permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Securities and Definitive Securities upon the
Company’s order or at the Registrar’s request.




          (2) No service charge shall be made to a holder of a beneficial interest in a Global
Security or to a Holder of a Definitive Security for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any transfer tax
or similar governmental charge or other fee required by law and payable in connection
therewith (other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 2.10, 8.05 and 10.06).




          (3) All Global Securities and Definitive Securities issued upon any registration of
transfer or exchange of Global Securities or Definitive Securities shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Global Securities or Definitive Securities surrendered upon such
registration of transfer or exchange.




          (4) None of the Company, the Trustee or the Registrar shall be required (A) to issue, to
register the transfer of or to exchange any Securities during a period beginning at the
opening of business 15 days before the day of mailing of a notice of redemption under Section
10.03 and ending at the close of business on such day or (B) to register the transfer of or
to exchange any Securities so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.




          (5) Prior to the due presentation for registration of transfer of any Security, the
Company, the Guarantor, the Trustee, the Paying Agent or the Registrar may deem and treat the
Person in whose name a Security is registered as the absolute owner of such Security for the
purpose of receiving any payment on such Security and for all other purposes whatsoever,
whether or not such Security is overdue, and none of



26









 








the Company, the Guarantor, the Trustee, the Paying Agent or the Registrar shall be
affected by notice to the contrary.




          (6) The Trustee shall authenticate Global Securities and Definitive Securities  upon
receipt of a written order of the Company signed by one of its Officers and in accordance
with the other provisions of Section 2.02 to the extent applicable.




          (7) All certifications, certificates and Opinions of Counsel required to be submitted to
the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange
may be submitted by facsimile.




          (8) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable
law with respect to any transfer of any interest in any Global Security or Definitive
Security other than to require delivery of such certificates and other documentation or
evidence as is expressly required by, and to do so if and when expressly required by the
terms of, this Indenture, and to examine the same to determine substantial compliance as to
conformity with the express requirements hereof.




          (9) Neither the Trustee nor any Agent shall have any responsibility for any actions
taken or not taken by the Depositary.



     SECTION 2.07. Replacement Securities. If a mutilated Security is surrendered to the Registrar
or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully
taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the
requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Securityholder
(a) satisfies the Company or the Trustee within a reasonable time after such Securityholder has
notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer
prior to receiving such notification, (b) makes such request to the Company or Trustee prior to
the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform
Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of
the Trustee. If required by the Trustee or the Company, such Holder must furnish an indemnity bond
that is sufficient in the judgment of the Trustee and the Company to protect the Company, the
Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a
Security is replaced. The Company and the Trustee may charge for their expenses in replacing a
Security. If, after the delivery of such replacement Security, a protected purchaser of the
original Security in lieu of which such replacement Security was issued presents for payment or
registration such original Security, the Trustee shall be entitled to recover such replacement
Security from the Person to whom it was delivered or any Person taking therefrom, except a
protected purchaser, and shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any loss, damage, cost or expense incurred by the Trustee or the Company
in connection therewith. Every replacement Security is a contractual obligation of the Company.



     In case any such mutilated, destroyed, lost or wrongfully taken Security has become or is
about to become due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security.



27









 






     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or wrongfully taken Securities.



     SECTION 2.08. Outstanding Securities. The Securities outstanding at any time are all the
Securities authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Security effected by the Trustee
hereunder and those described in this Section 2.08 as not outstanding; provided, however, that in
determining whether the Holders of the requisite principal amount of outstanding Securities are
present at a meeting of Holders of Securities for quorum purposes or have consented to or voted in
favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or
modification hereunder, Securities held for the account of the Company or any of its Affiliates
shall be disregarded and deemed not to be outstanding, except that in determining whether the
Trustee shall be protected in making such a determination or relying upon any such quorum, consent
or vote, only Securities which a Responsible Officer of the Trustee actually knows to be so owned
shall be so disregarded.



     If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Security is held by a protected
purchaser.



     If the principal amount of any Security is considered paid under Section 3.01, it ceases to
be outstanding and interest on it ceases to accrue.



     SECTION 2.09. [Reserved.]



     SECTION 2.10. Temporary Securities. Until Definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities
shall be substantially in the form of Definitive Securities, but may have variations that the
Company considers appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate Definitive Securities in exchange for temporary
Securities. Until so exchanged, temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as Definitive Securities.



     SECTION 2.11. Cancellation. The Company or the Guarantor at any time may deliver Securities to
the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall
cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or
cancellation. All canceled Securities held by the Trustee shall be disposed of in accordance with
the usual disposal procedures of the Trustee. The Company may not issue new Securities to replace
Securities that have been paid or that have been delivered to the Trustee for cancellation.



     SECTION 2.12. Defaulted Interest. If the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest on the defaulted interest, in each case at the rate provided in the Securities and in the
manner provided in Section 3.01. The Company may pay the defaulted interest to the Persons




28











 




who are Holders on a subsequent special record date. At least 15 days before any special
record date, the Company (or the Trustee, in the name of and at the expense of the Company) shall
mail to Holders a notice that states the special record date, the related payment date and the
amount of such interest to be paid.




     SECTION 2.13. Persons Deemed Owners. The Company, the Guarantor, the Trustee, any Agent and
any authenticating agent may treat the Person in whose name any Security is registered as the
owner of such Security for the purpose of receiving payments of principal of or premium, if any,
Additional Amounts, if any, or interest on such Security and for all other purposes. None of the
Company, the Guarantor, the Trustee, any Agent or any authenticating agent shall be affected by
any notice to the contrary.



     SECTION 2.14. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP,” “ISIN” or
similar numbers (if then generally in use), and, if so, the Trustee shall use such numbers in
notices of redemption as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Company will promptly notify the Trustee of any
change in any such number.



ARTICLE III

COVENANTS




     SECTION 3.01. Payment of Securities. The Company shall pay the principal of and premium, if
any, Additional Amounts, if any, and interest on the Securities on the dates and in the manner
provided in the Securities, this Indenture and, in the case of any Additional Interest, the
applicable Registration Rights Agreement. Principal, premium, if any, Additional Amounts, if any,
and interest shall be considered paid on the date due if the Paying Agent, other than the Company
or a Subsidiary of the Company, holds by 11:00 a.m., Eastern time, on that date money deposited by
or on behalf of the Company designated for and sufficient to pay all principal, premium, if any,
Additional Amounts, if any, and interest then due.



     Further, to the extent lawful, the Company shall pay interest on overdue principal, premium,
if any, Additional Amounts, if any, and interest (without regard to any applicable grace period),
from time to time on demand at the rate then in effect on the Securities.



     All references in this Indenture, the Securities or the Guarantees to “interest” shall be
deemed to include Additional Interest unless the context otherwise requires. The Company shall
give the Trustee advance written notice of the amount of any Additional Interest that may be
payable with respect to the Securities.



     SECTION 3.02. Maintenance of Office or Agency. So long as any of the Securities shall remain
outstanding, the Company will, in accordance with Section 2.03, maintain an office or agency
(which may be an office of the Trustee or an affiliate of the Trustee, or the Registrar) in the
continental United States where the Securities may be surrendered for exchange or registration of
transfer as provided in this Indenture, where notices and demands to or upon the








29









 










Company in respect to the Securities may be served, and where the Securities may be presented or
surrendered for payment. The Company may also from time to time designate one or more other
offices or agencies in the continental United States where Securities may be presented or
surrendered for any and all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner relieve the Company
of its obligation under Section 2.03 to maintain an office or agency in The City of New York where
any Securities may be presented or surrendered for payment. The Company will give to the Trustee
and the Securities Administrator prompt written notice of the location of any such office or
agency and of any change of location thereof. In case the Company shall fail to maintain any such
office or agency or shall fail to give such notice of the location or of any change in the
location thereof, such surrenders, presentations and demands may be made and notices may be served
at the designated Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee its agent to receive at the aforesaid office all such surrenders, presentations, notices
and demands.




     SECTION 3.03. SEC Reports; Financial Statements.



          (a) The Guarantor covenants and agrees, so long as any Securities are
outstanding, to file with the Trustee copies, within 15 days after the Guarantor is required
to file
the same with the SEC, of the annual reports and of the information, documents and other
reports
(or copies of such portions of any of the foregoing as the SEC may from time to time by rules
and regulations prescribe) which the Guarantor may be required to file with the SEC pursuant
to Section 13 or Section 15(d) of the Exchange Act; or, if the Guarantor is not required to file
information, documents or reports pursuant to either of such sections, then to file with the
Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by
the SEC, such of the supplementary and periodic information, documents and reports, if any,
which may be required pursuant to Section 13 of the Exchange Act, in respect of a security
listed
and registered on a national securities exchange as may be prescribed from time to time in
such
rules and regulations. Delivery of such reports, information and documents to the Trustee is
for
informational purposes only, and the Trustee’s receipt of such shall not constitute
constructive
notice of any information contained therein or determinable from information contained
therein,
including the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).




          (b) At any time when neither the Guarantor nor the Company is subject to
Section 13 or 15(d) of the Exchange Act and the Securities are not freely transferable under
the
Securities Act, upon the request of a Holder, the Guarantor and the Company will promptly
furnish or cause to be furnished the information specified under Rule 144A(d)(4) of the
Securities Act to such Holder, or to a prospective purchaser of a Security designed by such
Holder, in order to permit compliance with Rule 144A.




     SECTION 3.04. Compliance Certificate. The Company and the Guarantor shall deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, a statement signed by
two Officers of the Company (one of whom shall be the Chief Executive Officer, Chief Financial
Officer or Chief Accounting Officer of the Company) and two Officers of the Guarantor (one of whom
shall be the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the
Guarantor), which statement need not constitute an Officers’







30









 







Certificate, complying with TIA Section 314(a)(4) and stating that in the course of performance by
the signing Officers of the Company and Officers of the Guarantor of their duties as such
Officers, they would normally obtain knowledge of the keeping, observing, performing and
fulfilling by the Company and the Guarantor, respectively, of their obligations under this
Indenture, and further stating, as to each such Officer signing such statement, that to the best
of his knowledge, each of the Company and the Guarantor has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof (or, if a Default
or Event of Default shall have occurred, describing all such Defaults or Events of Default of
which such Officer may have knowledge and what action the Company or the Guarantor, as the case
may be, are taking or proposes to take with respect thereto).




     SECTION 3.05. Corporate Existence. Subject to Article IV, each of the Company and the
Guarantor will do or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, under the laws of its jurisdiction of incorporation or formation.



     SECTION 3.06. Waiver of Stay, Extension or Usury Laws. Each of the Company and the Guarantor
covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law, which would prohibit or forgive the Company or the
Guarantor from paying all or any portion of the principal of or premium, if any, Additional
Amounts, if any, or interest on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that they may lawfully do so) each of the Company and the Guarantor
hereby expressly waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been enacted.



     SECTION 3.07. Limitation on Liens. So long as any Securities are outstanding, the Guarantor
will not, nor will it permit any Subsidiary to, issue, assume, guarantee or suffer to exist any
debt for money borrowed (“Debt”) if such Debt is secured by a mortgage, pledge, security interest
or lien (a “mortgage” or “mortgages”) upon any properties of the Guarantor or any Subsidiary or
upon any securities or indebtedness of any Subsidiary (whether such properties, securities or
indebtedness is now owned or hereafter acquired) without in any such case effectively providing
that the Securities shall be secured equally and ratably with (or prior to) such Debt, except that
the foregoing restrictions shall not apply to:



          (a) mortgages on any property acquired, constructed or improved by the Guarantor or any
Subsidiary (or mortgages on the securities of a special purpose Subsidiary which holds no material
assets other than the property being acquired, constructed or improved) after the date of this
Indenture which are created within 360 days after such acquisition (or in the case of property
constructed or improved, after the completion and commencement of commercial operation of such
property, whichever is later) to secure or provide for the payment of the purchase price or cost
thereof; provided that in the case of such construction or improvement the mortgages shall not
apply to any property owned by the Guarantor or any Subsidiary before such construction or
improvement other than (1) unimproved real property on









31









 










which the property so constructed, or the improvement, is located or (2) personal property which
is so improved;




          (b) mortgages existing on the Issue Date, existing mortgages on property
acquired (including mortgages on any property acquired from a Person which is consolidated
with or merged with or into the Guarantor or a Subsidiary) or mortgages outstanding at the
time
any corporation, partnership or other entity becomes a Subsidiary; provided that such
mortgages
shall only apply to property owned by such corporation, partnership or other entity at the
time it
becomes a Subsidiary or that is acquired thereafter other than from the Guarantor or another
Subsidiary;




          (c) mortgages in favor of the Guarantor or any Subsidiary;




          (d) mortgages in favor of domestic or foreign governmental bodies to secure
advances or other payments pursuant to any contract or statute or to secure indebtedness
incurred
to finance the purchase price or cost of constructing or improving the property subject to
such
mortgages, including mortgages to secure Debt of the pollution control or industrial revenue
bond type;




          (e) mortgages consisting of pledges or deposits by the Guarantor or any
Subsidiary under workers’ compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than
for the
payment of Debt) or leases to which the Guarantor or any Subsidiary is a party, or deposits to
secure public or statutory obligations of the Guarantor or any Subsidiary or deposits of cash
or
United States government bonds to secure surety or appeal bonds to which it is a party, or
deposits as security for contested taxes or import or customs duties or for the payment of
rent, in
each case incurred in the ordinary course of business;




          (f) mortgages imposed by law, including carriers’, warehousemen’s,
repairman’s, landlords’ and mechanics’ liens, in each case for sums not yet due or being
contested in good faith by appropriate proceedings if a reserve or other appropriate
provisions, if
any, as shall be required by GAAP shall have been made in respect thereof;




          (g) mortgages for taxes, assessments or other governmental charges that are
not yet delinquent or which are being contested in good faith by appropriate proceedings
provided appropriate reserves required pursuant to GAAP have been made in respect thereof;




          (h) mortgages in favor of issuers of surety or performance bonds or letters of credit or
bankers’ acceptances issued pursuant to the request of and for the account of the Guarantor or any
Subsidiary in the ordinary course of its business;




          (i) mortgages consisting of encumbrances, easements or reservations of, or rights of others
for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or mortgages consisting of zoning or other restrictions as to the use of real
properties or mortgages incidental to the conduct of the business of the Guarantor or a Subsidiary
or to the ownership of its properties which do not materially adversely affect the value of said
properties or materially impair their use in the operation of the business of the Guarantor or a
Subsidiary;








32









 








          (j) mortgages arising by virtue of any statutory or common law provisions relating to
bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other
funds maintained with a depository institution; provided that:





     (i) such deposit account is not a dedicated cash collateral account and is not
subject to restrictions against access by the Guarantor or any Subsidiary in excess
of those set forth by regulations promulgated by the Federal Reserve Board; and




     (ii) such deposit account is not intended by the Guarantor or any Subsidiary
to provide collateral to the depository institution;



          (k) mortgages arising from Uniform Commercial Code financing statement filings regarding
operating leases the Guarantor and its Subsidiaries enter into in the ordinary course of business;




          (1) any mortgage over goods (or any documents relating thereto) arising either in favor of a
bank issuing a form of documentary credit in connection with the purchase of such goods or by way
of retention of title by the supplier of such goods where such goods are supplied on credit,
subject to such retention of title, and in both cases where such goods are acquired in the
ordinary course of business;




          (m) any mortgage pursuant to any order of attachment, execution, enforcement, distraint or
similar legal process arising in connection with court proceedings; provided that such process is
effectively stayed, discharged or otherwise set aside within 30 days;




          (n) any lease, sublease and sublicense granted to any third party constituting a mortgage and
any mortgage pursuant to farm-in and farm-out agreements, operating agreements, development
agreements and any other similar arrangements, which are customary in the oil and gas industry or
in the ordinary course of business of the Guarantor or any Subsidiary; or




          (o) any extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any mortgage referred to in the foregoing clauses (a)
through (n), inclusive; provided that the principal amount of Debt secured thereby shall not exceed
the principal amount of Debt so secured at the time of such extension, renewal or replacement, and
that such extension, renewal or replacement shall be limited to all or a part of the property which
secured the mortgage so extended, renewed or replaced (plus improvements in such property).




     In addition to the foregoing, the Guarantor and any Subsidiary may, without securing the
Securities, issue, assume or guarantee secured Debt that, with certain other Debt described in the
following sentence, does not exceed 10% of Consolidated Net Tangible Assets. The other Debt to be
aggregated for purposes of this exception is all Attributable Debt in respect of Sale and
Lease-Back Transactions of the Guarantor and its Subsidiaries under the exception in clause (e)(2)
of Section 3.09 existing at such time.



33









 





     SECTION 3.08. Payment of Additional Amounts. Unless otherwise required by Bermudan law,
neither the Company nor the Guarantor will deduct or withhold from payments made with respect to
the Securities and the Guarantees on account of any present or future Taxes. In the event that
either the Company or the Guarantor is required to withhold or deduct on account of any Taxes due
from any payment made under or with respect to the Securities or the Guarantees, as the case may
be, the Company or the Guarantor, as the case may be, will pay such additional amounts (“Additional
Amounts”) as may be necessary so that the net amount received by each Holder of Securities will
equal the amount that the Holder would have received if the Taxes had not been required to be
withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment
made to a Holder (an “Excluded Holder”) to the extent: (i) that any Taxes would not have been so
imposed but for the existence of any present or former connection between the Holder and Bermuda,
other than the mere receipt of the payment, acquisition, ownership or disposition of such
Securities or the exercise or enforcement of rights under the Securities, the Guarantees or this
Indenture; (ii) of any estate, inheritance, gift, sales, transfer or personal property Taxes
imposed with respect to the Securities or any other Taxes payable other than by withholding or
deduction, except as described below or as otherwise provided in this Indenture; (iii) that any
such Taxes would not have been imposed but for the presentation of the Securities, where
presentation is required, for payment on a date more than 30 days after the date on which the
payment became due and payable or the date on which payment thereof is duly provided for, whichever
is later, except to the extent that the beneficiary or Holder thereof would have been entitled to
Additional Amounts had the Securities been presented for payment on any date during such 30-day
period; or (iv) that the Holder would not be liable or subject to such withholding or deduction of
Taxes but for the failure to make a valid declaration of non-residence or other similar claim for
exemption, if: (a) the making of the declaration or claim is required or imposed by statute,
treaty, regulation, ruling or administrative practice of the relevant taxing authority as a
precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days
prior to the first payment with respect to which the Company or the Guarantor shall apply this
clause (iv), the Company or the Guarantor shall have notified all Holders of the Securities in
writing that they shall be required to provide this declaration or claim. The Company and the
Guarantor shall also (i) withhold or deduct such Taxes as required; (ii) remit the full amount of
Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws;
(iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes
certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv)
upon request, make available to the Holders of the Securities, within 60 days after the date the
payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of
tax receipts evidencing such payment by the Company or the Guarantor and, notwithstanding the
Company’s or the Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other
evidence of such payments.



     In addition, the Company or the Guarantor will pay any stamp, issue, registration,
documentary or other similar taxes and duties, including interest, penalties and additional
amounts with respect thereto, payable in Bermuda or the United States, or any political
subdivision or taxing authority of or in the foregoing with respect to the creation, issue,
offering, enforcement, redemption or retirement of the Securities or Guarantees.



     At least 30 days prior to each date on which any payment under or with respect to the
Securities is due and payable, if the Company or the Guarantor becomes obligated to pay







34









 







Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, the
Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate
stating the fact that such Additional Amounts will be payable, and the amounts so payable and will
set forth such other information as is necessary to enable the Trustee or the Paying Agent to pay
such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is
mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if
any, or interest (including defaulted interest) or any other amount payable on or with respect to
any of the Securities, such mention shall be deemed to include mention of the payment of Additional
Amounts provided for in this Section 3.08 to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.08
and express mention of the payment of Additional Amounts in those provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such express mention is
not made (if applicable).




     If payments with respect of the Securities or the Guarantees become subject generally to the
taxing jurisdiction of any Territory or any political subdivision or taxing authority thereof or
therein having power to tax, other than or in addition to Bermuda or the United States or any
political subdivision or taxing authority therein or thereof having power to tax, immediately upon
becoming aware thereof the Company shall notify the Trustee and the Securities Administrator in
writing of such event, and thereupon the Company or the Guarantor, as the case may be, shall be
obligated to pay Additional Amounts in respect thereof on terms corresponding to the terms of the
foregoing provisions of this Section 3.08 with the substitution for (or, as the case may be, in
addition to) the references herein to Bermuda or any political subdivision or authority therein or
thereof having power to tax of references to that other or additional Territory or any political
subdivision or authority therein or thereof having power to tax to whose taxing jurisdiction such
payments shall have become subject as aforesaid. The term “Territory” means for this purpose any
jurisdiction in which the Company or the Guarantor, as the case may be, is incorporated or in
which it has its place of central management or central control.



     The obligations of the Company and the Guarantor under this Section 3.08 shall survive the
termination of this Indenture and the payment of all amounts under or with respect to this
Indenture and the Securities.



     SECTION 3.09. Limitations on Sale and Lease-Back Transactions. So long as any Securities are
outstanding, the Guarantor will not, nor will it permit any Subsidiary to, enter into any Sale and
Lease-Back Transaction, other than any Sale and Lease-Back Transaction:



          (a) entered into within 360 days of the later of the acquisition or placing into
service of the property subject thereto by the Guarantor or such Subsidiary;




          (b) involving a lease of less than five years;




          (c) entered into in connection with an industrial revenue bond or pollution
control financing;




          (d) between the Guarantor and/or one or more Subsidiaries;







35









 








          (e) as to which the Guarantor or such Subsidiary would be entitled to incur
Debt secured by a mortgage on the property to be leased in an amount equal to the Attributable
Debt with respect to such Sale and Lease-Back Transaction without equally and ratably securing
the Securities (1) under clauses (a) through (n) of Section 3.07 or (2) under the last
paragraph of
Section 3.07; or




          (f) as to which the Guarantor will apply an amount equal to the net proceeds
from the sale of the property so leased to (1) the retirement (other than any mandatory
retirement), within 360 days of the effective date of any such Sale and Lease-Back
Transaction,
of Securities or of Funded Debt of the Guarantor or a Subsidiary or (2) the purchase or
construction of other property, provided that such property is owned by the Guarantor or a
Subsidiary free and clear of all mortgages.




     SECTION 3.10. Change of Control Offer. Upon the occurrence of a Change of Control Triggering
Event, each Holder shall have the right to require the Company to purchase all or any part (equal
to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Securities at a
purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, up to, but not including, the date of purchase; provided, however, that if such
date of purchase is after the taking of a record of the Holders on a record date and on or prior
to the related Interest Payment Date, the accrued and unpaid interest shall be payable to the
Person in whose name the repurchased Securities are registered on such record date.
Notwithstanding the foregoing, the Company shall have no obligation to repurchase any Securities
pursuant to this Section 3.10 to the extent that the Company shall have exercised its right to
redeem the Securities pursuant to Section 10.07.



     For purposes of this Section 3.10, the term “Change of Control” means the occurrence of any
one of the following:



          (a) the sale, lease, transfer, conveyance or other disposition (other than by
way of merger, amalgamation or consolidation), in one or a series of related transactions, of
all
or substantially all of the assets of the Guarantor and the Subsidiaries taken as a whole to
any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the
Guarantor or one or more of the Subsidiaries or a combination thereof or a Person controlled
by
the Guarantor or one or more of the Subsidiaries or a combination thereof;




          (b) the consummation of any transaction (including without limitation, any
merger, amalgamation or consolidation) the result of which is that any “person” (as that term
is
used in Section 13(d)(3) of the Exchange Act) (other than any Subsidiary) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the outstanding Voting Stock of the Guarantor, measured by
voting power rather than number of shares (excluding a redomestication of the Guarantor); or




          (c) the first day on which the majority of the members of the Board of
Directors of the Guarantor cease to be Continuing Directors.



Notwithstanding the foregoing, a transaction shall not be deemed to involve a “Change of Control”
under clause (b) above if (i) the Guarantor becomes a direct or indirect wholly owned








36









 







Subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of
such holding company immediately following such transaction are substantially the same as the
holders of the Voting Stock of the Guarantor immediately prior to such transaction or (B)
immediately following such transaction no “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the outstanding Voting Stock of such holding company, measured by
voting power rather than number of shares.




     For purposes of this Section 3.10, the term “Change of Control Triggering Event” means the
ratings of the Securities are lowered by at least two of the three Rating Agencies and the
Securities cease to be rated Investment Grade by at least two of the three Rating Agencies in any
case on any date during the period (the “Trigger Period”) commencing on the date of the first
public announcement by the Guarantor of any Change of Control (or pending Change of Control) and
ending 60 days following consummation of such Change of Control (which 60-day period will be
extended for so long as the rating of the notes is under publicly announced consideration for a
possible downgrade by any of the Rating Agencies). Notwithstanding the foregoing, no Change of
Control will be deemed to have occurred in connection with any particular Change of Control unless
and until such Change of Control has actually been consummated.




	 	 	Within 60 days following the date upon which the Change of Control Triggering Event has
occurred, or at the Company’s option, prior to any Change of Control but after the public
announcement of the transaction that constitutes or may constitute the Change of Control, except
to the extent that the Company shall have exercised its right to redeem the Securities pursuant to
Section 10.07, the Company shall mail a notice (a “Change of Control Offer”) to each Holder with a
copy to the Trustee and the Securities Administrator, which notice will govern the terms of the
Change of Control Offer, stating:






          (1) that a Change of Control Triggering Event has occurred and that
such Holder has the right to require us to purchase such Holder’s Securities at a
purchase
price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the date of purchase (subject to the right of holders of record on
a
record date to receive interest on the relevant Interest Payment Date as provided in
the
first paragraph of this Section 3.10);




          (2) the circumstances regarding such Change of Control Triggering
Event;




          (3) the purchase date (which shall be no earlier than 30 days nor later
than 60 days from the date such notice is mailed, other than as may be required by law)
(such date, the “Change of Control Payment Date”); and




          (4) the instructions that a Holder must follow in order to have its
Securities purchased.



     Holders of Securities electing to have Securities purchased pursuant to a Change of Control
Offer must surrender their Securities, with the form entitled “Option of Holder to Elect







37









 







Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified
in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to
the Applicable Procedures, prior to the close of business on the third Business Day prior to the
Change of Control Payment Date.




     On the Change of Control Payment Date, all Securities purchased by the Company under this
Section shall be delivered to the Trustee for cancellation, and the Company shall pay the purchase
price plus accrued and unpaid interest to the Holders entitled thereto.



     The Company may make a Change of Control Offer in advance of a Change of Control and the
Change of Control Payment Date, and its Change of Control Offer may be conditioned upon such
Change of Control, if a definitive agreement is in place for the Change of Control at the time of
making the Change of Control Offer.



     The Company shall have no obligation to make a Change of Control Offer if a third party makes
such an offer in the manner, at the times and otherwise in compliance with the requirements of
this Section 3.10 for such an offer made by the Company, and such third party purchases all
Securities properly tendered and not withdrawn under its offer.



     The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of
the Exchange Act and any other securities laws or regulations in connection with the repurchase of
Securities pursuant to a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations conflict with this Section 3.10, the Company shall comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations
by virtue thereof.



ARTICLE IV

CONSOLIDATION, MERGER AND SALE




     SECTION 4.01. Limitation on Mergers and Consolidations. The Company shall not consolidate or
amalgamate with or merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person unless:




     (i) the Person formed by such consolidation or amalgamation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or which
leases, the properties and assets of the Company substantially as an entirety shall
be a Person organized and existing under the laws of the United States of America,
any State thereof or the District of Columbia, and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, the due and punctual payment of the
principal of and interest on all the Securities and the performance of every
covenant of this Indenture on the part of the Company to be performed;




     (ii) immediately after giving effect to such transaction, no Default or Event
of Default shall have occurred and be continuing; and




     (iii) the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, amalgamation,








38









 












merger, conveyance, transfer or lease and such supplemental indenture comply with
this Article IV and that all conditions precedent herein provided for relating to
such transaction have been complied with.



     The Guarantor shall not consolidate or amalgamate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety to any Person
unless:




     (i) the Person formed by such consolidation or amalgamation or into which the
Guarantor is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Guarantor substantially as an
entirety shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due
and punctual payment of all obligations in respect of the Guarantees and the
performance of every covenant of this Indenture on the part of the Guarantor to be
performed;




     (ii) immediately after giving effect to such transaction, no Default or Event
of Default shall have occurred and be continuing; and




     (iii) the Guarantor has delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that such consolidation, amalgamation, merger,
conveyance, transfer or lease and such supplemental indenture comply with this
Article IV and that all conditions precedent herein provided for relating to such
transaction have been complied with.



     SECTION 4.02. Successors Substituted. Upon any consolidation or amalgamation of the Company
or the Guarantor with, or merger of the Company or the Guarantor into, any other Person, or any
conveyance, transfer or lease of the properties and assets of the Company or the Guarantor
substantially as an entirety in accordance with Section 4.01, the successor Person formed by such
consolidation or amalgamation or into which the Company or the Guarantor is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company or the Guarantor, as the case may be, under this
Indenture with the same effect as if such successor Person had been named as the Company or the
Guarantor, as the case may be, herein, and thereafter, except in the case of a lease to another
Person, the predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.



ARTICLE V

DEFAULTS AND REMEDIES




     SECTION 5.01. Events of Default. “Event of Default” means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):








39









 












     (i) default in the payment of the principal of or premium, if any, on any Security at its
Maturity, and continuance of such default for a period of 10 days; or




     (ii) default in the payment of interest or Additional Amounts, if any, upon any Security when
they become due and payable, and continuance of such default for a period of 30 days; or




     (iii) default in the observance or performance, or breach, of any covenant of the Company or
the Guarantor in any Security or this Indenture (other than a covenant a default in whose
performance or whose breach is elsewhere in this Section 5.01 specifically dealt with), and
continuance of such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company and the Guarantor by the Trustee or to the Company,
the Guarantor and the Trustee by the Holders of at least 25% in aggregate principal amount of the
outstanding Securities a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; or




     (iv) the entry by a court having jurisdiction in the premises of (A) a decree or order for
relief in respect of the Company or the Guarantor in an involuntary case or proceeding under any
applicable Bankruptcy Law or (B) a decree or order adjudging the Company or the Guarantor a
bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or the Guarantor under any
applicable Bankruptcy Law, or appointing a custodian, receiver, receiver and manager, interim
receiver, administrator, monitor, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or the Guarantor or of any substantial part of the property of the Company
or the Guarantor, or ordering the winding up or liquidation of the affairs of the Company or the
Guarantor, and the continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 90 consecutive days;




     (v) the commencement by the Company or the Guarantor of a voluntary case or proceeding under
any applicable Bankruptcy Law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by either of them to the entry of a decree or order for relief in respect
of the Company or the Guarantor in an involuntary case or proceeding under any applicable
Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against
any of them, or the filing by any of them of a petition or answer or consent seeking reorganization
or relief under any applicable Bankruptcy Law, or the consent by any of them to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver, receiver and
manager, interim receiver, administrator, monitor, liquidator, assignee, trustee, sequestrator or
similar official of the Company or the Guarantor or of any substantial part of the property of the
Company or the Guarantor, or the








40









 












making by either of them of an assignment for the benefit of creditors, or the
admission by either of them in writing of its inability to pay its debts generally
as they become due, or the taking of corporate action by the Company or the
Guarantor in furtherance of any such action; or




     (vi) the Guarantees cease to be in full force and effect or become
unenforceable or invalid or are declared null and void (other than in accordance
with the terms of such Guarantees) or the Guarantor denies or disaffirms its
obligations under such Guarantees.



     The Trustee shall not be deemed to know of a Default or Event of Default unless a Responsible
Officer at the Corporate Trust Office of the Trustee has actual knowledge of such Default or Event
of Default or the Trustee receives written notice at the Corporate Trust Office of the Trustee of
such Default or Event of Default with specific reference to such Default, the Securities and this
Indenture.



     When a Default is cured, or when an Event of Default is deemed cured pursuant to Section
5.04, such Default, or Event of Default, as the case may be, ceases.



     SECTION 5.02. Acceleration. If an Event of Default (other than an Event of Default specified
in clause (iv) or (v) of Section 5.01) occurs and is continuing, the Trustee by notice to the
Company and the Guarantor, or by the Holders of at least 25% in aggregate principal amount of the
then outstanding Securities by written notice to the Company, the Guarantor and the Trustee, may
declare the principal of, premium, if any, Additional Amounts, if any, and accrued and unpaid
interest on all then outstanding Securities to be due and payable immediately. Upon any such
declaration the amounts due and payable on the Securities, as determined in accordance with the
next succeeding paragraph, shall be due and payable immediately. If an Event of Default specified
in clause (iv) or (v) of Section 5.01 occurs, the principal of, premium, if any, Additional
Amounts, if any, and interest on all Securities then outstanding shall ipso facto become and be
immediately due and payable without any declaration, notice or other act on the part of the Trustee
or any Holder.



     At any time after such an acceleration has occurred and before a judgment for payment of the
money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders
of a majority in aggregate principal amount of the outstanding Securities, by written notice to
the Company, the Guarantor and the Trustee, may rescind and annul such acceleration and its
consequences if:




          (1) the Company or the Guarantor has paid or deposited with the Trustee a sum
sufficient to pay:




     (A) the principal of and premium, if any, on any Securities which have
become due otherwise than by such declaration of acceleration and Additional
Amounts, if any, and any interest thereon at the rate or rates prescribed
therefor in
such Securities or in this Indenture,




     (B) all overdue interest and Additional Amounts, if any, on all
Securities,



41









 






     (C) to the extent that payment of such interest is lawful, interest upon
overdue interest and overdue Additional Amounts, if any, at the rate or rates
prescribed therefor in such Securities or in this Indenture, and




     (D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and




          (2) all Events of Default, other than the non-payment of the principal of Securities
which have become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 5.04.



     No such rescission shall affect any subsequent Event of Default or impair any right
consequent thereon.



     If the Maturity of the Securities is accelerated pursuant to this Section 5.02, 100% of the
principal amount thereof and premium, if any, shall become due and payable plus Additional
Amounts, if any, and accrued and unpaid interest to the date of payment.



     SECTION 5.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal of, premium, if any,
Additional Amounts, if any, or interest on the Securities or to enforce the performance of any
provision of the Securities, the Guarantees or this Indenture.



     The Trustee may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.



     SECTION 5.04. Waiver of Existing Defaults. Subject to Sections 5.07 and 8.02, the Holders of a
majority in aggregate principal amount of the Securities then outstanding, by notice to the
Trustee, may waive an existing Default or Event of Default and its consequences (including waivers
obtained in connection with a tender offer or exchange offer for the Securities or a solicitation
of consents in respect of the Securities, provided that in each case such offer or solicitation is
made to all Holders of the Securities then outstanding on equal terms), except (1) a continuing
Default or Event of Default in the payment of the principal of or premium, if any, Additional
Amounts, if any, or interest on the Securities or (2) a continuing Default in respect of a
provision that under Section 8.02 cannot be amended without the consent of each Holder affected.
Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent thereon.



     SECTION 5.05. Control by Majority. The Holders of a majority in aggregate principal amount of
the Securities then outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power conferred on it
hereunder. The Trustee, however, may refuse to follow any direction that



42









 




conflicts with applicable law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders, or that may involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by the Trustee that is
not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall
receive indemnification from such Holders reasonably satisfactory to it against all losses and
expenses caused by taking or not taking such action subject to the Trustee’s duty to act with the
required standard of care during a default.




     SECTION 5.06. Limitations on Suits. Subject to Section 5.07, a Holder may pursue a remedy
with respect to this Indenture (including the Guarantees) or the Securities only if:




          (i) such Holder gives to the Trustee written notice of a continuing Event of
Default;




          (ii) the Holders of at least 25% in aggregate principal amount of the
Securities then outstanding make a written request to the Trustee to pursue the
remedy;




          (iii) such Holder or Holders furnish to the Trustee reasonable indemnity
satisfactory to the Trustee against any loss, liability or expense;




          (iv) the Trustee does not comply with the request within 60 days after receipt
of the request and the furnishing of indemnity; and




          (v) during such 60-day period the Holders of a majority in aggregate principal
amount of the Securities then outstanding do not give the Trustee a direction
inconsistent with the request.



     A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over another Holder (it being understood that the Trustee does not have an
affirmative duty to ascertain whether or not such action or forbearances are unduly prejudicial to
such Holders).



     SECTION 5.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of
this Indenture, the right of any Holder of a Security to receive payment of principal of and
premium, if any, Additional Amounts, if any, and interest on the Security, on or after the
respective due dates expressed in the Security, or to bring suit against the Company or the
Guarantor for the enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of such Holder.



     SECTION 5.08. Collection Suit by Trustee. If an Event of Default specified in clause (i) or
(ii) of Section 5.01 occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company and the Guarantor (i) for the
amount of principal of and premium, if any, Additional Amounts, if any, and interest remaining
unpaid on any Securities and (ii) interest on overdue principal, premium, if any, Additional
Amounts, if any, and, to the extent lawful, interest on overdue interest, and such further amount
as shall be sufficient to cover the reasonable and documented costs and expenses








43









 










of collection, including the reasonable and documented compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.




     SECTION 5.09. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs
of claim and other papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders
allowed in any judicial proceedings relative to the Company and the Guarantor or their respective
creditors or properties and shall be entitled and empowered to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any Custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and
in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07 out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties which the Holders of the
Securities may be entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the Securities or the
rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.



     SECTION 5.10. Priorities. If the Trustee collects any money pursuant to this Article V, it
shall pay out the money in the following order:




First: to the Trustee for amounts due under Section 6.07;




Second: to Holders for amounts due and unpaid on the Securities for principal, premium, if
any, Additional Amounts, if any, and interest ratably, without preference or priority of any
kind, according to the amounts due and payable on the Securities for principal, premium, if
any, Additional Amounts, if any, and interest, respectively; and




Third: to the Company and the Guarantor.



     The Trustee, upon prior written notice to the Company and the Guarantor, may fix a record
date and payment date for any payment to Holders pursuant to this Article V. At least 15 days
before such record date, the Trustee shall mail to each Holder and the Company a notice that
states the record date, the payment date and amount to be paid.



     SECTION 5.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a
trustee, a court in its discretion may require the filing by any party litigant in the suit of an



44









 




undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 5.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 5.07,
or a suit by a Holder or Holders of more than 10% in aggregate principal amount of the Securities
then outstanding.




ARTICLE VI

TRUSTEE





	 	 	SECTION 6.01. Duties of Trustee.





          (a) If an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use the same degree
of
care and skill in such exercise, as a prudent man would exercise or use under the
circumstances
in the conduct of his own affairs.




          (b) Except during the continuance of an Event of Default:





     (i) the Trustee need perform only those duties that are specifically set forth
in this Indenture and no others, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




     (ii) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture. However, the Trustee shall
examine such certificates and opinions to determine whether or not, on their face,
they appear to conform to the requirements of this Indenture.



          (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except that:





     (i) this paragraph does not limit the effect of paragraph (b) of this Section
6.01;




     (ii) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it is proved that the Trustee was negligent
in ascertaining the pertinent facts; and




     (iii) the Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it pursuant
to Section 5.05.



          (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of
this
Section 6.01.








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          (e) No provision of this Indenture shall require the Trustee to expend or risk
its own funds or incur any liability. The Trustee may refuse to perform any duty or exercise
any
right or power unless it receives indemnity satisfactory to it against any loss, liability or
expense.




          (f) The Trustee shall not be liable for interest on any money received by it
except as the Trustee may agree in writing with the Company. Money held in trust by the
Trustee
need not be segregated from other funds except to the extent required by law. All money
received by the Trustee shall, until applied as herein provided, be held in trust for the
payment of
the principal of and premium, if any, Additional Amounts, if any, and interest on the
Securities.




          (g) In no event shall the Trustee be responsible or liable for special, indirect,
punitive or consequential loss or damage of any kind whatsoever (including, but not limited
to,
loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such
loss
or damage and regardless of the form of action.




     SECTION 6.02. Rights of Trustee.



          (a) The Trustee may rely conclusively on any resolution, certificate,
statement, direction, consent, order, bond, note or other paper or document believed by it to
be
genuine and to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in any such paper or document.




          (b) Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action
it
takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of
Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action
taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.




          (c) The Trustee may act through agents or attorneys and shall not be
responsible for the misconduct or negligence of any agent or attorney appointed with due care.




          (d) The Trustee shall not be liable for any action it takes or omits to take in
good faith which it believes to be authorized or within its rights or powers conferred upon it
by
this Indenture.




          (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company or the Guarantor shall be sufficient if signed
by an
Officer of the Company or the Guarantor, as the case may be.




          (f) The Trustee is not required to give any bond or surety with respect to the
performance of its duties or the exercise of its powers under this Indenture.




          (g) In the event the Trustee receives inconsistent or conflicting requests and
indemnity from two or more groups of Holders of Securities, each representing less than a
majority in aggregate principal amount of the outstanding Securities, pursuant to the
provisions
of this Indenture, the Trustee may determine what action, if any, shall be taken.




46









 





          (h) The Trustee’s immunities and protections from liability and its right to indemnification
in connection with the performance of its duties under this Indenture shall extend and be
enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s
officers, directors, agents, attorneys and employees. Such immunities and protections and right to
indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s
resignation or removal, the discharge of this Indenture and final payment of the Securities.




          (i) The permissive right of the Trustee to take the actions permitted by this Indenture shall
not be construed as an obligation or duty to do so.




          (j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall
have no responsibility for any information in the Offering Memorandum or other disclosure material
distributed with respect to the Securities, and the Trustee shall have no responsibility for
compliance with any U.S. Federal or State securities or employee benefit plan laws in connection
with the Securities.




          (k) The Trustee may request that the Company or the Guarantor, as the case may be, deliver an
Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this indenture, which Officers’ Certificate may
be signed by any person authorized to sign an Officers’ Certificate, including any person
specified as so authorized in any such certificate previously delivered and not superseded.




     SECTION 6.03. Individual Rights of Trustee. The Trustee in its individual or any other
capacity may become the owner or pledgee of Securities and may otherwise deal with the Company,
the Guarantor or any of their Affiliates with the same rights it would have if it were not the
Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Sections
6.10 and 6.11.



     SECTION 6.04. Trustee’s Disclaimer. The Trustee makes no representation as to the validity or
adequacy of this Indenture, the Securities or the Guarantees, it shall not be accountable for the
Company’s use of the proceeds from the Securities or any money paid to the Company or upon the
Company’s direction under any provision hereof, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and it shall not be
responsible for any statement or recital herein or any statement in the Securities other than its
certificate of authentication.



     SECTION 6.05. Notice of Defaults. If a Default or Event of Default occurs and is continuing
and it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders
a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment of principal of or premium, if any, Additional Amounts, if
any, or interest on any Security, the Trustee may withhold the notice if and so long as a committee
of its Responsible Officers in good faith determines that withholding the notice is in the
interests of Holders.








47









 











     SECTION 6.06. Reports by Trustee to Holders. By July 15 of each year, beginning with July 15,
2011, the Trustee shall mail to Holders a brief report dated as of May 15 of such year that
complies with TIA Section 313(a); provided, however, that if no event described in TIA Section
313(a) has occurred within the 12 months preceding the reporting date, no report need be
transmitted. The Trustee also shall comply with TIA Section 313(b). The Trustee shall also
transmit by mail all reports as required by TIA Sections 313(c) and 313(d).



     A copy of each report at the time of its mailing to Holders shall be filed with the SEC and
each securities exchange, if any, on which the Securities are listed. The Company shall notify the
Trustee if and when the Securities are listed on any securities exchange.



     SECTION 6.07. Compensation and Indemnity. The Company and the Guarantor jointly and severally
agree to pay to the Trustee from time to time such compensation as agreed to by the Company, the
Guarantor and the Trustee, for its acceptance of this Indenture and its services hereunder. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. The Company and the Guarantor jointly and severally agree to reimburse the Trustee upon
request for all reasonable and documented disbursements, advances and expenses incurred by it.
Such expenses shall include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel.



     The Company and the Guarantor jointly and severally agree to indemnify the Trustee or any
predecessor Trustee and their agents, employees, officers and directors for and to hold them
harmless against any and all loss, liability, damage, claim, or expense (including reasonable and
documented fees and expenses of counsel and taxes, other than taxes based upon, measured by or
determined by the income of the Trustee) incurred by it arising out of or in connection with this
Indenture or the administration of this trust, including the reasonable and documented costs and
expenses of enforcing this Indenture against the Company and of defending itself against any claim
(whether asserted by the Company, the Guarantor, any Holder or any other Person), except as set
forth in the next paragraph. The Trustee shall notify the Company and the Guarantor promptly of
any claim for which it may seek indemnity; however, failure to give such notice shall not relieve
the Company or the Guarantor of their obligations. The Company shall defend the claim and the
Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company and
the Guarantor shall pay the reasonable fees and expenses of such counsel. The Company need not pay
for any settlement made without its consent, which consent shall not be unreasonably withheld.



     Notwithstanding anything herein to the contrary, neither the Company nor the Guarantor shall
be obligated to reimburse any fee or expense or indemnify against any loss, liability, damage,
claim or expense incurred by the Trustee through negligence or willful misconduct.



     To secure the payment obligations of the Company and the Guarantor in this Section 6.07, the
Trustee shall have a lien prior to the Securities on all money or property held or collected by the
Trustee, except that held in trust to pay principal of and premium, if any, and Additional Amounts,
if any, and interest on the Securities. Such lien shall survive the satisfaction and discharge of
this Indenture.








48









 











     When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 5.01(iv) or (v) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.



     SECTION 6.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment
of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 6.08.



     The Trustee may resign and be discharged from the trust hereby created by so notifying the
Company and the Guarantor. The Holders of a majority in aggregate principal amount of the then
outstanding Securities may remove the Trustee by so notifying the Trustee and the Company. The
Company may remove the Trustee if:




          (i) the Trustee fails to comply with Section 6.10;




          (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;




          (iii) a Custodian or public officer takes charge of the Trustee or its
property; or




          (iv) the Trustee otherwise becomes incapable of acting.



     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company and the Guarantor shall promptly appoint a successor Trustee. Within one year
after the successor Trustee takes office, the Holders of a majority in principal amount of the
Securities then outstanding may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.



     If a successor Trustee does not take office within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least 10% in aggregate
principal amount of the Securities then outstanding may petition any court of competent
jurisdiction at the expense of the Company for the appointment of a successor Trustee.



     If the Trustee fails to comply with Section 6.10, any Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company and the Guarantor. Thereupon, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice
of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it
as Trustee to the successor Trustee, subject to the lien provided for in Section 6.07.
Notwithstanding replacement of the Trustee pursuant to this Section 6.08, the obligations of the
Company and the Guarantor under Section 6.07 shall continue for the benefit of the retiring
Trustee.



49









 





     SECTION 6.09. Successor Trustee by Merger, etc. Subject to Section 6.10, if the Trustee
consolidates, merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation, the successor corporation without any further act shall be
the successor Trustee; provided, however, that in the case of a transfer of all or substantially
all of its corporate trust business to another corporation, the transferee corporation expressly
assumes all of the Trustee’s liabilities hereunder.



     In case any Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated; and in case at that time
any of the Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee
shall have.



     SECTION 6.10. Eligibility; Disqualification. There shall at all times be a Trustee hereunder
which shall be a corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia and authorized under such laws to exercise
corporate trust power, shall be subject to supervision or examination by Federal or State (or the
District of Columbia) authority and shall have, or be a Subsidiary of a bank or bank holding
company having, a combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition.



     This Indenture shall always have a Trustee that satisfies the requirements of TIA Sections
310(a)(l), 310(a)(2) and 310(a)(5). The Trustee is subject to and shall comply with the provisions
of TIA Section 310(b) during the period of time required by this Indenture. Nothing in this
Indenture shall prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).



     SECTION 6.11. Preferential Collection of Claims Against Company. The Trustee is subject to and
shall comply with the provisions of TIA Section 311(a), excluding any creditor relationship listed
in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.



ARTICLE VII

DISCHARGE OF INDENTURE




     SECTION 7.01. Termination of Company’s and Guarantor’s Obligations.



          (a) Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further
effect (except as provided in the last paragraph of this Section 7.01 (a)), and the Trustee, on
demand of the Company, shall execute proper instruments acknowledging the satisfaction and
discharge of this Indenture, when:





          (1) either








50









 












     (A) all outstanding Securities theretofore authenticated and issued
(other than destroyed, lost or wrongfully taken Securities that have been
replaced
or paid) have been delivered to the Trustee for cancellation; or




     (B) all outstanding Securities not theretofore delivered to the Trustee
for cancellation:




          (i) have become due and payable,




          (ii) will become due and payable at their Stated Maturity within one year, or




          (iii) will be scheduled for redemption by their terms within one year, and the
Company, in the case of clause (i) or (ii) above or this clause (iii), has deposited
or caused to be deposited with the Trustee as funds (immediately available to the
Holders in the case of clause (i)) in trust for such purpose an amount of cash or,
in the case of clause (ii) or this clause (iii), U.S. Government Obligations or a
combination thereof which, together with earnings thereon, will be sufficient, in
the case of clause (ii) or this clause (iii), in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge the entire
indebtedness on such Securities for principal, premium, if any, Additional Amounts,
if any, and interest to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;




          (2) the Company has paid all other sums payable by it hereunder; and




          (3) the Company has delivered to the Trustee an Officers’ Certificate
stating that all conditions precedent to satisfaction and discharge of this Indenture
have
been complied with, together with an Opinion of Counsel to the same effect.



     However, the Company’s obligations in Sections 2.03, 2.06, 2.07, 3.02 and 7.01, the Company’s
and the Guarantor’s obligations in Sections 6.07, 6.08 and 7.04 and the Trustee’s and Paying
Agent’s obligations in Section 7.03 shall survive the satisfaction and discharge of this Indenture
until the Securities are no longer outstanding. Thereafter, only the Company’s and the Guarantor’s
obligations in Section 6.07 and the Trustee’s and Paying Agent’s obligations in Section 7.03 shall
survive.



          (b) Legal Defeasance. The Company and the Guarantor may, subject as provided herein,
terminate by legal defeasance all of their obligations under this Indenture if:





     (i) the Company has irrevocably deposited or caused to be irrevocably deposited
with the Trustee as trust funds in trust for the purpose of making the following
payments dedicated solely to the benefit of the Holders (A) cash in an amount, or
(B) U.S. Government Obligations, or (C) a combination thereof, sufficient, in the
opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, to








51









 












pay, without consideration of the reinvestment of any such amounts and after
payment of all taxes or other charges or assessments in respect thereof payable by
the Trustee, the principal of and premium, if any, Additional Amounts, if any and
interest on all Securities on each date that such principal, premium, if any,
Additional Amounts, if any, or interest is due and payable and to pay all other
sums payable by it hereunder; provided that the Trustee shall have been irrevocably
instructed to apply such money or the proceeds of such U.S. Government Obligations
to the payment of said principal, premium, if any, Additional Amounts, if any, and
interest with respect to the Securities as the same shall become due;




     (ii) the Company has delivered to the Trustee an Officers’ Certificate stating
that all conditions precedent to such legal defeasance have been complied with, and
an Opinion of Counsel to the same effect;




     (iii) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit or, insofar as clauses (iv) and (v) of Section 5.01 are
concerned, at any time during the period ending on the 91st day after the date of
such deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period);




     (iv) the Company shall have delivered to the Trustee an Opinion of Counsel from
nationally recognized counsel acceptable to the Trustee to the effect that, based on
a ruling of the Internal Revenue Service or a change in U.S. Federal income tax law
occurring after the date of this Indenture, the Holders of Securities will not
recognize income, gain or loss for U.S. Federal income tax purposes as a result of
the Company’s exercise of its option under this Section 7.01(b) and will be subject
to U.S. Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such option had not been exercised;




     (v) such deposit and legal defeasance will not result in a breach or violation
of, or constitute a default under, any other agreement or instrument to which the
Company or the Guarantor is a party or by which it is bound;




     (vi) such deposit and legal defeasance shall not cause the Trustee to have a
conflicting interest as defined in TIA Section 310(b); and




     (vii) the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that after the passage of 91 days following the deposit, the trust funds
will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally.



     In such event, payment of the Securities may not be accelerated because of an Event of
Default, Article IX and the other provisions of this Indenture shall cease to be of further effect
(except as provided in the next succeeding paragraph), and the Trustee, on demand of the Company,
shall execute proper instruments acknowledging such legal defeasance.



52









 





     However, the Company’s obligations in Sections 2.03, 2.06, 2.07, 3.02 and 7.01, the Company’s
and the Guarantor’s obligations in Sections 6.07, 6.08 and 7.04 and the Trustee’s and Paying
Agent’s obligations in Section 7.03 shall survive such legal defeasance until the Securities are
no longer outstanding. Thereafter, only the Company’s and the Guarantor’s obligations in Section
6.07 and the Trustee’s and Paying Agent’s obligations in Section 7.03 shall survive.



          (c) Covenant Defeasance. The Company and the Guarantor may, subject as provided herein, be
released from their respective obligations to comply with, and shall have no liability in respect
of any term, condition or limitation, set forth in Sections 3.07, 3.08, 3.09 and 4.01 and in
Article IX, and such omission to comply with any of Sections 3.07, 3.08, 3.09 and 4.01 and Article
IX shall not constitute an Event of Default under Section 5.01 (“Covenant Defeasance”), with the
remainder of this Indenture and such Securities unaffected thereby if:





     (i) the Company has irrevocably deposited or caused to be irrevocably
deposited with the Trustee as trust funds in trust for the purpose of making the
following payments dedicated solely to the benefit of the Holders (A) cash in an
amount, or (B) U.S. Government Obligations, or (C) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee,
to pay, without consideration of the reinvestment of any such amounts and after
payment of all taxes or other charges or assessments in respect thereof payable by
the Trustee, the principal of and premium, if any, Additional Amounts, if any and
interest on all Securities on each date that such principal, premium, if any,
Additional Amounts, if any, or interest is due and payable and to pay all other
sums payable by it hereunder; provided that the Trustee shall have been irrevocably
instructed to apply such money and/or the proceeds of such U.S. Government
Obligations to the payment of said principal, premium, if any, Additional Amounts,
if any, and interest with respect to the Securities as the same shall become due;




     (ii) the Company has delivered to the Trustee an Officers’ Certificate stating
that all conditions precedent to the Covenant Defeasance contemplated by this
provision have been complied with, and an Opinion of Counsel to the same effect;




     (iii) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit or, insofar as clauses (iv) and (v) of Section 5.01 are
concerned, at any time during the period ending on the 91st day after the date of
such deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period);




     (iv) the Company shall have delivered to the Trustee an Opinion of Counsel from
nationally recognized counsel acceptable to the Trustee to the effect that the
Holders of Securities will not recognize income, gain or loss for U.S. Federal
income tax purposes as a result of the Company’s exercise of its option under this
Section 7.01 (c) and will be subject to U.S. Federal income tax on the








53









 












same amounts, in the same manner and at the same times as would have been the case
if such option had not been exercised;




     (v) such Covenant Defeasance will not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the Company
or the Guarantor is a party or by which it is bound;




     (vi) such Covenant Defeasance shall not cause the Trustee to have a
conflicting interest as defined in TIA Section 310(b); and




     (vii) the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that after the passage of 91 days following the deposit, the trust funds
will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally.



          (d) In order to have money available on a payment date to pay principal of or
premium, if any, Additional Amounts, if any, or interest on the Securities, the U.S.
Government
Obligations shall be payable as to principal or interest on or before such payment date in
such
amounts as will provide the necessary money. U.S. Government Obligations shall not be callable
at the issuer’s option.



          (e) The Company may exercise its option under Section 7.01(b)
notwithstanding its prior exercise of its Covenant Defeasance option under Section 7.0 l(c).



     SECTION 7.02. Application of Trust Money. The Trustee or a trustee satisfactory to the
Trustee and the Company shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to Section 7.01. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to the payment of
principal of and premium, if any, Additional Amounts, if any, and interest on Securities with
respect to which the deposit was made.



     SECTION 7.03. Repayment to Company. The Trustee and the Paying Agent shall promptly pay to
the Company upon written request any excess money or securities held by them at any time. Subject
to the requirements of any applicable abandoned property laws, the Trustee and the Paying Agent
shall pay to the Company upon written request any money held by them for the payment of principal
of, premium, if any, Additional Amounts, if any, or interest that remains unclaimed for two years
after the date upon which such payment shall have become due; provided, however, that the Company
shall have either caused notice of such payment to be mailed to each Holder entitled thereto no
less than 30 days prior to such repayment or within such period shall have published such notice
in a financial newspaper of widespread circulation published in The City of New York. After
payment to the Company, Holders entitled to the money must look to the Company for payment as
unsecured general creditors unless an applicable abandoned property law designates another Person,
and all liability of the Trustee and the Paying Agent with respect to such money shall cease.



     SECTION 7.04. Reinstatement. If the Trustee or the Paying Agent is unable to apply any money
or U.S. Government Obligations in accordance with Section 7.01 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority



54









 




enjoining, restraining or otherwise prohibiting such application, the obligations of the Company
and the Guarantor under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 7.01 until such time as the Trustee or the
Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance
with Section 7.01; provided, however, that if the Company or the Guarantor has made any payment of
principal of or interest on any Securities because of the reinstatement of its obligations, the
Company or the Guarantor, as the case may be, shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or U.S. Government Obligations held by the
Trustee or the Paying Agent.




ARTICLE VIII

AMENDMENTS




     SECTION 8.01. Without Consent of Holders. The Company, the Guarantor, the Trustee and the
Securities Administrator may amend or supplement this Indenture or any of the Securities or waive
any provision hereof or thereof without the consent of any Holder:




     (i) to convey, transfer, assign, mortgage or pledge to the Trustee as security
for the Securities any property or assets;




     (ii) to evidence the succession of another Person to the Company or the
Guarantor, or successive successions, and the assumption by the successor Person of
the covenants, agreements and obligations of the Company or the Guarantor pursuant
to Section 4.01 or 4.02;




     (iii) to add to the covenants of the Company or the Guarantor such further
covenants, restrictions, conditions or provisions as the Company or the Guarantor
and the Trustee shall consider to be for the protection of the Holders of
Securities, to surrender any right or power herein conferred upon the Company or the
Guarantor, and to make the occurrence, or the occurrence and continuance, of a
default in any such additional covenants, restrictions, conditions or provisions an
Event of Default permitting the enforcement of all or any of the several remedies
provided in this Indenture, provided that in respect of any such additional
covenant, restriction, condition or provision such amendment or supplement may
provide for a particular period of grace after default (which period may be shorter
or longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the right of the
Holders of a majority in aggregate principal amount of the Securities to waive such
an Event of Default;




     (iv) to cure any ambiguity or omission or to correct or supplement any
provision contained herein or in any supplemental indenture which may be defective
or inconsistent with any other provision contained herein or in any supplemental
indenture, provided that no such action shall adversely affect the interests of the
Holders of the Securities;



55









 






     (v) to provide for uncertificated Securities in addition to or in place of
certificated Securities, provided that the uncertificated Securities are issued in
registered form for purposes of Section 163(f) of the Code;




     (vi) to provide for the issuance of Exchange Securities and related Guarantees
or Additional Securities and related Guarantees in accordance with this Indenture;




     (vii) to effect or maintain, or otherwise comply with the requirements of the
SEC in connection with, the qualification of this Indenture under the TIA;




     (viii) to effect any provision of this Indenture; or




     (ix) to make any other change that does not adversely affect the rights of any
Holder.



     Upon the request of the Company and the Guarantor accompanied by a resolution of the Board of
Directors of each of the Company and the Guarantor authorizing the execution of any supplemental
indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the
Trustee and the Securities Administrator of the documents described in Section 8.06, the Trustee
and the Securities Administrator shall join with the Company and the Guarantor in the execution of
such supplemental indenture. After an amendment, supplement or waiver under this Section 8.01
becomes effective, the Company shall mail to the Holders of each Security affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail
such notice, or any defect therein, shall not, however, in any way impair or affect the validity
of any such amendment, supplement or waiver.



     SECTION 8.02. With Consent of Holders. Except as provided below in this Section 8.02, the
Company, the Guarantor, the Trustee and the Securities Administrator may amend or supplement this
Indenture or any of the Securities with the consent (including consents obtained in connection
with a tender offer or exchange offer for the Securities or a solicitation of consents in respect
of the Securities, provided that in each case such offer or solicitation is made to all Holders of
the Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate
principal amount of the Securities then outstanding affected thereby.



     The Holders of a majority in aggregate principal amount of the Securities then outstanding may
waive compliance in a particular instance by the Company or the Guarantor with any provision of
this Indenture or the Securities (including waivers obtained in connection with a tender offer or
exchange offer for the Securities or a solicitation of consents in respect of the Securities,
provided that in each case such offer or solicitation is made to all Holders of the Securities then
outstanding on equal terms).



     Upon the request of the Company and the Guarantor accompanied by a resolution of the Board of
Directors of each of the Company and the Guarantor authorizing the execution of any supplemental
indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with
the Trustee and the Securities Administrator of evidence of the consent of the Holders as
aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents
described in Section 8.06, the Trustee and the Securities Administrator shall join with



56









 




the Company and the Guarantor in the execution of such supplemental indenture. After an amendment,
supplement or waiver under this Section 8.02 becomes effective, the Company shall mail to the
Holders of each Security affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such amendment, supplement or waiver.




     It shall not be necessary for the consent of the Holders under this Section 8.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof.



     Without the consent of each Holder affected, an amendment, supplement or waiver under this
Section 8.02 may not:




     (i) extend the final maturity of the principal of any of the
Securities;




     (ii) reduce the principal amount of any of the Securities;




     (iii) reduce the rate or extend the time of payment of interest, including
default interest, or Additional Amounts, if any, on any of the Securities;




     (iv) reduce any amount payable on redemption of any of the Securities;




     (v) change the currency in which the principal of or premium, if any,
Additional Amounts, if any, or interest on any of the Securities is payable;




     (vi) impair the right to institute suit for the enforcement of any payment of
principal of or premium, if any, Additional Amounts, if any, or interest on any
Security pursuant to Sections 5.07 and 5.08, except as limited by Section 5.06;




     (vii) make any change in the percentage of principal amount of the Securities
necessary to waive compliance with or to modify certain provisions of this Indenture
pursuant to Section 5.04 or 5.07 or this clause of this Section 8.02; or




     (viii) waive a continuing Default or Event of Default in the payment of
principal of or premium, if any, Additional Amounts, if any, or interest, including
default interest, on the Securities.



     The right of any Holder to participate in any consent required or sought pursuant to any
provision of this Indenture (and the obligation of the Company to obtain any such consent
otherwise required from such Holder) may be subject to the requirement that such Holder shall have
been the Holder of record of the Securities as of a record date fixed by the Company in accordance
with Section 8.04 of this Indenture.








57









 











     SECTION 8.03. Compliance with Trust Indenture Act. Every amendment or supplement to this
Indenture or the Securities shall comply in form and substance with the TIA as then in effect.



     SECTION 8.04. Revocation and Effect of Consents. A consent to an amendment, a supplement or a
waiver by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if
notation of the consent is not made on any Security. However, any such Holder or subsequent Holder
may revoke the consent as to its Security or portion of a Security if the Trustee receives written
notice of revocation at any time prior to (but not after) the date the Trustee receives an
Officers’ Certificate certifying that the Holders of the requisite principal amount of Securities
have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver.
An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter
binds every Holder, and a consent thereto given in connection with a tender of a Holder’s
Securities shall not be rendered invalid by such tender.



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or waiver or to take any
other action with respect to the Securities under this Indenture. If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those Persons who were
Holders at the close of business on such record date (or their duly designated proxies), and only
those Persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke
any consent previously given, whether or not such Persons continue to be Holders after such record
date, and for this purpose the Securities then outstanding shall be computed as of such record
date. No consent shall be valid or effective for more than 90 days after such record date unless
consents from Holders of the principal amount of the Securities required hereunder for such
amendment, supplement or waiver to be effective shall have also been given and not revoked within
such 90-day period.



     After an amendment, supplement or waiver becomes effective, it shall bind every Holder,
unless it is of the type described in any of clauses (i) through (viii) of Section 8.02. In such
case, the amendment, supplement or waiver shall bind each Holder who has consented to it and every
subsequent Holder that evidences the same debt as the consenting Holder’s Security.



     SECTION 8.05. Notation on or Exchange of Securities. If an amendment or supplement changes
the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the
Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security
that reflects the changed terms. Failure to make the appropriate notation or to issue a new
Security shall not affect the validity of such amendment or supplement.



     SECTION 8.06. Trustee and Securities Administrator to Sign Amendments, etc. The Trustee and
the Securities Administrator shall sign any supplemental indenture authorized pursuant to this
Article VIII if the supplemental indenture does not adversely affect the rights, duties,
liabilities or immunities of the Trustee or the Securities Administrator, as the case may








58









 










be. If it does, the Trustee or the Securities Administrator, as applicable, may, but need not,
sign it. In signing or refusing to sign such supplemental indenture, the Trustee and the
Securities Administrator shall receive, and subject to Section 6.01, shall be fully protected in
conclusively relying upon, an Opinion of Counsel and an Officers’ Certificate, as conclusive
evidence that all conditions precedent to such supplemental indenture have been complied with,
that such supplemental indenture is authorized or permitted by this Indenture, that it is not
inconsistent herewith, and that it will be valid and binding upon the Company and the Guarantor in
accordance with its terms.




ARTICLE IX

GUARANTEES OF SECURITIES




     SECTION 9.01. Unconditional Guarantees.



          (a) For value received, the Guarantor hereby fully, irrevocably,
unconditionally and absolutely guarantees to the Holders and to the Trustee the due and
punctual
payment of the principal of and premium, if any, Additional Amounts, if any, and interest on
the
Securities and all other amounts due and payable under this Indenture and the Securities by
the
Company (including, without limitation, all costs and expenses (including reasonable legal
fees
and disbursements) incurred by the Trustee or the Holders in connection with the enforcement
of
this Indenture, the Securities and the Guarantees) (collectively, the “Indenture
Obligations”),
when and as such principal, premium, if any, Additional Amounts, if any, and interest and such
other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or
by declaration of acceleration or otherwise, according to the terms of the Securities and this
Indenture. The guarantees by the Guarantor set forth in this Article IX are referred to herein
as
the “Guarantees.” Without limiting the generality of the foregoing, the Guarantor’s liability
shall
extend to all amounts that constitute part of the Indenture Obligations and would be owed by
the
Company under this Indenture and the Securities but for the fact that they are unenforceable,
reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Company.




          (b) Failing payment when due of any amount guaranteed pursuant to the
Guarantees, for whatever reason, the Guarantor will be obligated to pay the same immediately
to
the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes,
withholding or otherwise). The Guarantees are intended to be general, unsecured, senior
obligations of the Guarantor and to rank part passu in right of payment with all indebtedness
of
the Guarantor that is not, by its terms, expressly subordinated in right of payment to the
Guarantees of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall
be
full, irrevocable, unconditional and absolute, irrespective of the validity,
regularity or
enforceability of the obligations and liabilities of any other obligor with respect to the
Securities,
the Guarantees or this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder with respect to any provisions hereof or thereof with respect to the
same,
the recovery of any judgment against the Company, or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of the Guarantor.




     The Guarantor hereby agrees that in the event of a default in payment of the principal of or
premium, if any, Additional Amounts, if any, or interest on the Securities or any other



59









 




amounts payable under this Indenture and the Securities by the Company, whether at the Stated
Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be
instituted by the Trustee on behalf of the Holders or, subject to Section 5.06, by the Holders, on
the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce
the Guarantees without first proceeding against the Company.




          (c) To the fullest extent permitted by applicable law, the obligations of the
Guarantor under this Article IX shall be as aforesaid full, irrevocable, unconditional and
absolute
and shall not be impaired, modified, discharged, released or limited by any occurrence or
condition whatsoever, including, without limitation, (i) any compromise, settlement, release,
waiver, renewal, extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of any other obligor with respect to the Securities contained in
any of
the Securities or this Indenture, (ii) any impairment, modification, release or limitation of
the
liability of the Company, the Guarantor or any of their respective estates in bankruptcy, or
any
remedy for the enforcement thereof, resulting from the operation of any present or future
provision of any applicable Bankruptcy Law, or other statute or from the decision of any
court,
(iii) the assertion or exercise by the Company, the Guarantor or the Trustee of any rights or
remedies under any of the Securities or this Indenture or its delay in or failure to assert or
exercise any such rights or remedies, (iv) the assignment or the purported assignment of any
property as security for any of the Securities, including all or any part of the rights of the
Company or the Guarantor under this Indenture, (v) the extension of the time for payment by
the
Company or the Guarantor of any payments or other sums or any part thereof owing or payable
under any of the terms and provisions of any of the Securities or this Indenture or of the
time for
performance by the Company or the Guarantor of any other obligations under or arising out of
any such terms and provisions or the extension or the renewal of any thereof, (vi) the
modification or amendment (whether material or otherwise) of any duty, agreement or obligation
set forth in this Indenture of any other obligor with respect to the Securities, (vii) the
voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or substantially all of
the
assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment
for
the benefit of creditors, reorganization, arrangement, composition or readjustment of, or
other
similar proceeding affecting, either of the Company or the Guarantor or any of its assets, or
the
disaffirmance of any of the Securities, the Guarantees or this Indenture in any such
proceeding,
(viii) the release or discharge of the Company or the Guarantor from the performance or
observance of any agreement, covenant, term or condition contained in any of such instruments
by operation of law, (ix) the unenforceability of any of the obligations of any of the other
obligors under the Securities, the Guarantees or this Indenture, (x) any change in the name,
business, capital structure, corporate existence, or ownership of the Company or the
Guarantor,
or (xi) any other circumstance which might otherwise constitute a defense available to, or a
legal
or equitable discharge of, a surety or the Guarantor.




          (d) The Guarantor hereby (i) waives diligence, presentment, demand of
payment, notice of acceptance, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Company or the Guarantor, and all demands and notices
whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the
Guarantees may be transferred and that the benefit of its obligations hereunder shall extend
to
each holder of any agreement, instrument or document evidencing the Guarantees without notice
to them and (iii) covenants that its Guarantees will not be discharged except by complete









60









 










performance of the Guarantees or of the obligations guaranteed thereby. The Guarantor further
agrees that if at any time all or any part of any payment theretofore applied by any Person to the
Guarantees is, or must be, rescinded or returned for any reason whatsoever, including, without
limitation, the insolvency, bankruptcy or reorganization of the Guarantor, the Guarantees shall,
to the extent that such payment is or must be rescinded or returned, be deemed to have continued
in existence notwithstanding such application, and the Guarantees shall continue to be effective
or be reinstated, as the case may be, as though such application had not been made.




          (e) The Guarantor shall be subrogated to all rights of the Holders and the
Trustee against the Company in respect of any amounts paid by the Guarantor pursuant to the
provisions of this Indenture; provided, however, that the Guarantor shall not be entitled to
enforce or to receive any payments arising out of, or based upon, such right of subrogation
with
respect to any of the Securities until all of the Securities and the Guarantees thereof shall
have
been paid in full or discharged.




          (f) No failure to exercise and no delay in exercising, on the part of the Trustee
or the Holders, any right, power, privilege or remedy under this Article IX and the Guarantees
shall operate as a waiver thereof, nor shall any single or partial exercise of any rights,
power,
privilege or remedy preclude any other or further exercise thereof, or the exercise of any
other
rights, powers, privileges or remedies. The rights and remedies herein provided for are
cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing
contained in this Article IX shall limit the right of the Trustee or the Holders to take any
action to
accelerate the Maturity of the Securities pursuant to Article V or to pursue any rights or
remedies
hereunder or under applicable law.




     SECTION 9.02. Execution and Delivery of Notation of Guarantees. To further evidence the
Guarantees, the Guarantor hereby agrees that a notation of such Guarantees may be endorsed on each
Security authenticated and delivered by the Trustee and that such notation shall be executed by
either manual or facsimile signature of an Officer of the Guarantor.



     The Guarantor hereby agrees that its Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of the Guarantees.



     If an Officer of the Guarantor whose signature is on this Indenture or a Security no longer
holds that office at the time the Trustee authenticates such Security or at any time thereafter,
the Guarantor’s guarantee of such Security shall be valid nevertheless.



     The delivery of any Security by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the Guarantees set forth in this Indenture on behalf of the
Guarantor.



ARTICLE X

REDEMPTION




     SECTION 10.01. Notices to Trustee. If the Company elects to redeem the Securities pursuant to
the redemption provisions of Section 10.07, it shall furnish to the Trustee and the Securities
Administrator, at least five days before notice of such redemption is to be given








61









 










pursuant to Section 10.03, an Officers’ Certificate setting forth the Redemption Date, the
principal amount of such Securities to be redeemed and the Redemption Price (or the method of
calculating the Redemption Price).




     SECTION 10.02. Selection of Securities to be Redeemed. If less than all of the Securities are
to be redeemed, the Securities Administrator shall select the Securities to be redeemed by such
method as the Securities Administrator in its sole discretion shall deem fair and appropriate. The
particular Securities to be redeemed shall be selected by the Securities Administrator from the
outstanding Securities not previously called for redemption.



     The Securities Administrator shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Security selected for partial redemption, the
principal amount thereof to be redeemed. Securities and portions of them selected shall be in
minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof. Except as provided
in the preceding sentence, provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.



     SECTION 10.03. Notices to Holders.



          (a) At least 20 days but not more than 75 days before a Redemption Date (unless a different
notice period is specified in the Securities), the Company shall mail in conformity with Section
11.02 a notice of redemption to each Holder whose Securities are to be redeemed. The notice shall
identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and
shall state:





     (i) the Redemption Date;




     (ii) the Redemption Price (or the method of calculating the Redemption Price);




     (iii) if any Security is being redeemed in part, the portion of the principal
amount of such Security to be redeemed and that, after the Redemption Date, upon
surrender of such Security, a new Security or Securities in principal amount equal
to the unredeemed portion will be issued;




     (iv) the name and address of the Paying Agent;




     (v) that Securities called for redemption must be surrendered to the Paying
Agent at the address specified in such notice to collect the Redemption Price;




     (vi) that unless the Company defaults in making the redemption payment,
interest on Securities called for redemption ceases to accrue on and after the
Redemption Date and the only remaining right of the Holders is to receive payment
of the Redemption Price upon surrender to the Paying Agent of the Securities; and




     (vii) the aggregate principal amount of Securities being redeemed.



62









 





     If any of the Securities to be redeemed is in the form of a Global Security, then the Company
shall modify such notice to the extent necessary to accord with the procedures of the Depositary
applicable to redemptions.



          (b) At the Company’s request, the Securities Administrator shall give the notice required in
Section 10.03(a) in the Company’s name; provided, however, that the Company shall deliver to the
Securities Administrator, at least 15 days prior to the requested mailing date (unless the
Securities Administrator consents in writing to a shorter period), an Officers’ Certificate
requesting that the Securities Administrator give such notice and setting forth the information to
be stated in such notice as provided in Section 10.03(a).




     SECTION 10.04. Effect of Notices of Redemption. Once notice of redemption is mailed pursuant
to Section 10.03, Securities called for redemption become due and payable on the Redemption Date
at the Redemption Price. Upon surrender to the Paying Agent, such Securities shall be paid out at
the Redemption Price, plus accrued and unpaid interest up to, but not including, the Redemption
Date; provided, however, that if the Redemption Date is after the taking of a record of the
Holders on a record date and on or prior to the related Interest Payment Date, the accrued and
unpaid interest shall be payable to the Person in whose name the redeemed Securities are
registered on such record date. Failure to give notice or any defect in the notice to any Holder
shall not affect the validity of the notice to any other Holder.




     SECTION 10.05. Deposit of Redemption Price. At or prior to 11:00 a.m. New York City time on
the Redemption Date, the Company shall deposit with the Trustee or with the Paying Agent
immediately available funds sufficient to pay the Redemption Price of all Securities to be
redeemed on that date, plus accrued and unpaid interest thereon up to, but not including, the
Redemption Date. The Trustee or the Paying Agent shall return to the Company any money not
required for that purpose less the expenses of the Trustee as provided herein.




     If the Company complies with the preceding paragraph, interest on the Securities or portions
thereof to be redeemed (whether or not such Securities are presented for payment) will cease to
accrue on the applicable Redemption Date. If any Security called for redemption shall not be so
paid upon surrender because of the failure of the Company to comply with the preceding paragraph,
then interest will be paid on the unpaid principal, premium, if any, and Additional Amounts, if
any, from the Redemption Date until such principal, premium, if any, and Additional Amounts, if
any, are paid and, to the extent lawful, on any interest not paid on such unpaid principal, in each
case at the rate provided in the Securities and in Section 3.01.




     SECTION 10.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in
part, the Company shall issue and the Trustee shall authenticate for the Holder, at the expense of
the Company, a new Security equal in principal amount to the unredeemed portion of the Security
surrendered.




     SECTION 10.07. Optional Redemption. The Securities may be redeemed at any time on such terms
and subject to such conditions as are specified in such Securities.




     Any redemption pursuant to this Section 10.07 shall be made, to the extent applicable,
pursuant to the provisions of Sections 10.01 through 10.06.








63









 








ARTICLE XI

MISCELLANEOUS




     SECTION 11.01. Trust Indenture Act Controls. Any reference to a requirement under the TIA
shall apply to this Indenture irrespective of whether or not this Indenture is then qualified
thereunder. If any provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA (or in any other indenture
qualified thereunder), the provision required by the TIA shall control.



     SECTION 11.02. Notices. Any notice or communication by the Company, the Guarantor or the
Trustee to the others is duly given if in writing and delivered in person, by facsimile or by
overnight air courier guaranteeing next day delivery or if mailed by first-class mail (registered
or certified, return receipt requested), in each case to the other’s address:


If to either the Company or the Guarantor, to it at:



Nabors Industries, Inc.

515 West Greens Road, Suite 1200

Houston, Texas 77067

Attention: General Counsel

Facsimile: (281) 775-8431



If to the Trustee:



Wilmington Trust Company

Rodney Square North

1100 N. Market Street

Wilmington, Delaware 19890

Attention: Geoffrey J. Lewis

Facsimile: (302) 636-4145



If to the Securities Administrator:



Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Wafaa Orfy

Facsimile: (212) 816-5527




     Each of the Company, the Guarantor, the Trustee and the Securities Administrator by notice to
the others may designate additional or different addresses for subsequent notices or
communications.



     All notices and communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing next day








64









 










delivery. Notwithstanding the foregoing, notices to the Trustee and the Securities Administrator
shall be effective only upon receipt.




     Any notice or communication to a Holder shall be mailed by first-class mail, postage prepaid,
to the Holder’s address shown on the register kept by the Registrar. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.



     If a notice or communication is delivered or mailed in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it.



     If the Company or the Guarantor mails a notice or communication to Holders, it shall mail a
copy to the Trustee and the Securities Administrator at the same time.



     All notices or communications, including, without limitation, notices to the Trustee, the
Securities Administrator, the Company or the Guarantor by Holders, shall be in writing, except as
set forth below, and in the English language.



     In case by reason of the suspension of regular mail service, or by reason of any other cause,
it shall be impossible to mail any notice required by this Indenture, then such method of
notification as shall be made with the approval of the Trustee shall constitute a sufficient
mailing of such notice.



     SECTION 11.03. Communication by Holders with Other Holders. Holders may communicate pursuant
to TIA Section 312(b) with other Holders with respect to their rights under this Indenture, the
Securities or the Guarantees. The Company, the Guarantor, the Trustee, the Securities
Administrator, each Agent and anyone else shall have the protection of TIA Section 312(c).



     SECTION 11.04. Certificate and Opinion as to Conditions Precedent. Upon any request or
application by the Company or the Guarantor to the Trustee or the Securities Administrator to take
any action under this Indenture, the Company or the Guarantor shall, if requested by the Trustee,
furnish to the Trustee or the Securities Administrator, as applicable:




     (i) an Officers’ Certificate (which shall include the statements set forth in
Section 11.05) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been complied with; and




     (ii) an Opinion of Counsel (which shall include the statements set forth in
Section 11.05) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been complied with.



     Notwithstanding the foregoing, no such Opinion of Counsel shall be required in connection
with the issuance of the Initial Securities pursuant to the Offering.








65









 












     SECTION 11.05. Statements Required in Certificate or Opinion. Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture shall
include:




     (i) a statement that the Person making such certificate or opinion has read
such covenant or condition;




     (ii) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate
or opinion are based;




     (iii) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied with; and




     (iv) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been complied with.



     SECTION 11.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action
by or at a meeting of Holders. The Securities Administrator, the Registrar or the Paying Agent may
make reasonable rules and set reasonable requirements for its functions.



     SECTION 11.07. Legal Holidays. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. If a record date is a Legal Holiday, the record
date shall not be affected.



     SECTION 11.08. No Recourse Against Others. A director, officer, employee or stockholder of
the Company or the Guarantor, as such, shall not have any liability for any obligations of the
Company or the Guarantor under the Securities, the Guarantees or this Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.



     SECTION 11.09. Governing Law. This Indenture, the Securities and the Guarantees shall be
governed by and construed in accordance with the laws of the State of New York.



     SECTION 11.10. Consent to Jurisdiction and Service of Process. The Guarantor is not organized
under the laws the United States (including the States thereof and the District of Columbia) and
therefore it hereby appoints the Company as the authorized agent thereof (the “Authorized Agent”)
upon whom process may be served in any action, suit or proceeding arising out of or based on this
Indenture or the Securities which may be instituted in the Supreme Court of the State of New York
or the United States District Court for the Southern District of New York, in either case in the
Borough of Manhattan, The City of New York, by the Holder of any Security, and to the fullest
extent permitted by applicable law, the Guarantor hereby waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts
and submits, for the benefit of the Holders from time to time








66









 










of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such
action, suit or proceeding, for itself and with respect to its properties, revenues and assets.
Such appointment shall be irrevocable unless and until the appointment of a successor authorized
agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred.
The Guarantor agrees to take any and all actions, including the filing of any and all documents
and instruments, that may be necessary to continue such appointment in full force and effect as
aforesaid. Service of process upon the Authorized Agent with respect to any such action shall be
deemed, in every respect, effective service of process upon the Guarantor. Notwithstanding the
foregoing, any action against the Guarantor arising out of or based on any Security or the
Guarantees may also be instituted by the Holder of such Security in any court in the jurisdiction
of organization of the Guarantor, and the Guarantor expressly accepts the jurisdiction of any such
court in any such action. The Company hereby accepts the foregoing appointment as agent for
service of process.




     SECTION 11.11. Waiver of Immunity. To the extent that the Guarantor or any of its properties,
assets or revenues may have or may hereafter become entitled to, or have attributed to it, any
right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or
proceeding, from the giving of any relief in any thereof, from set-off or counterclaim, from the
jurisdiction of any court, from service of process, from attachment upon or prior to judgment,
from attachment in aid of execution of judgment, or from execution of judgment, or other legal
process or proceeding for the giving of any relief or for the enforcement of any judgment, in any
jurisdiction in which proceedings may at any time be commenced, with respect to its obligations,
liabilities or any other matter under or arising out of or in connection with this Indenture or
the Securities, the Guarantor, to the maximum extent permitted by law, hereby irrevocably and
unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such
relief and enforcement.



     SECTION 11.12. Judgment Currency. The Guarantor agrees to indemnify the Trustee and each
Holder against any loss incurred by it as a result of any judgment or order being given or made
and expressed and paid in a currency (the “Judgment Currency”) other than U.S. dollars and as a
result of any variation as between (a) the rate of exchange at which the U.S. dollar amount is
converted into the Judgment Currency for the purpose of such judgment or order and (b) the spot
rate of exchange in The City of New York at which the Trustee or such Holder on the date of
payment of such judgment or order is able to purchase U.S. dollars with the amount of the Judgment
Currency actually received by the Trustee or such Holder. The foregoing indemnity shall constitute
a separate and independent obligation of the Guarantor and shall continue in full force and effect
notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall
include any premiums and costs of exchange payable in connection with the purchase of, or
conversion into, U.S. dollars.



     SECTION 11.13. No Adverse Interpretation of Other Agreements. This Indenture may not be used
to interpret another indenture, loan or debt agreement of the Company, the Guarantor or any other
Subsidiary of the Guarantor. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.



67









 





     SECTION 11.14. Successors. All agreements of the Company and the Guarantor in this Indenture
and the Securities shall bind their respective successors. All agreements of the Trustee in this
Indenture shall bind its successor.



     SECTION 11.15. Severability. In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     SECTION 11.16. Counterpart Originals. The parties may sign any number of copies of this
Indenture by manual or facsimile signature. Each signed copy shall be an original, but all of them
together represent the same agreement. The exchange of copies of this Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and delivery of this
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall
be deemed to be their original signatures for all purposes.



     SECTION 11.17. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with
Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order
to help fight the funding of terrorism and money laundering, is required to obtain, verify, and
record information that identifies each person or legal entity that establishes a relationship or
opens an account with the Trustee. The parties to this Indenture agree that they will provide the
Trustee with such information as it may request in order for the Trustee to satisfy the
requirements of the U.S.A. Patriot Act.



     SECTION 11.18. Force Majeure. In no event shall the Trustee or the Securities Administrator
be liable for any failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it beyond understood that
the Trustee and the Securities Administrator shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as practicable under
the circumstances.



     SECTION 11.19. Table of Contents, Headings, etc. The Table of Contents and headings of the
Articles and Sections of this Indenture have been inserted for convenience of reference only, are
not to be considered a part hereof and shall in no way modify or restrict any of the terms or
provisions hereof.



68









 





     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as
of the day and year first above written.



	 	 	 	 	 
	 	Company:



NABORS INDUSTRIES, INC.

 	 
	 	By:  	/s/ Clark Wood
 	 
	 	 	Clark Wood  	 
	 	 	Controller 	 
	 
	 	Guarantor:



NABORS INDUSTRIES LTD.

 	 
	 	By:  	/s/
Mark Andrews 	 
	 	 	Mark Andrews 	 
	 	 	Corporate Secretary 	 
	 
	 	Trustee:



WILMINGTON TRUST COMPANY

 	 
	 	By:  	/s/
Geoffrey Lewis 	 
	 	 	Geoffrey Lewis  	 
	 	 	Vice President 	 
	 
	 	Securities Administrator:



CITIBANK, N.A.

 	 
	 	By:  	/s/
Wafaa Orfy 	 
	 	 	Wafaa Orfy  	 
	 	 	Vice President 	 
	 



Indenture Signature Page





 









 





EXHIBIT A




FACE OF SECURITY



GLOBAL SECURITY LEGEND



     THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL
SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE
AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
SECTION 2.11 OF THE INDENTURE.



     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.*



PRIVATE PLACEMENT LEGEND




     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS





 




			
	*	 	This paragraph should be included only if the Security is a Global Security.





Exhibit A-1




 









 







EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.




     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)),
OR (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S, AND (2)
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE ONLY (A) TO NABORS INDUSTRIES LIMITED OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S, OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY
OTHER JURISDICTION, INCLUDING ANY STATE OF THE UNITED STATES, SUBJECT TO THE COMPANY’S AND THE
TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL SATISFACTORY TO EACH OF THEM AND/OR A CERTIFICATE OF TRANSFER OR EXCHANGE IN THE FORM
PRESCRIBED IN THE INDENTURE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.



     BY ITS ACQUISITION AND HOLDING OF THIS SECURITY THE HOLDER THEREOF WILL BE DEEMED TO HAVE
REPRESENTED, WARRANTED AND AGREED THAT EITHER (I) IT IS NOT AND WILL NOT BE FOR SO LONG AS IT HOLDS
ANY SECURITY (OR INTEREST IN A SECURITY) AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
FIDUCIARY RESPONSIBILITY REQUIREMENT OF TITLE I OF U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), A “PLAN” OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF SUCH EMPLOYEE BENEFIT PLAN OR PLAN’S INVESTMENT IN THE ENTITY, OR A
GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL,
NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS OF ERISA OR
THE



Exhibit A-2




 









 







CODE (“SIMILAR LAWS”), OR (II) THE PURCHASE, HOLDING AND DISPOSITION OF THIS SECURITY WILL NOT
CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN, A SIMILAR VIOLATION UNDER
ANY APPLICABLE SIMILAR LAWS.**






 




			
	**	 	These paragraphs should be included only if the Security is a Restricted Definitive
Security or a Restricted Global Security.





Exhibit A-3




 









 








NABORS INDUSTRIES, INC.




5.0% SENIOR NOTE DUE 2020



			
	 	 	 
	No. _________	 	 
	CUSIP No. __________
	 	$ ___________






     Nabors Industries, Inc., a Delaware corporation (the “Company”), for value received
promises to pay to _______________
or registered assigns, the principal sum of ______
Dollars [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Interests
in the Global Securities on the other side of this Security*] on September 15, 2020.


Interest Payment Dates: March 15 and September 15

Record Dates: March 1 and September 1




     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by
facsimile by one of its duly authorized officers.



Dated:




	 	 	 	 	 
	 	NABORS INDUSTRIES, INC.

 	 
	 	By:  	 	 
	 	 	 	 



Certificate of Authentication:




This is one of

the Securities referred to in the within-

mentioned Indenture.




	 	 	 	 	 
	WILMINGTON TRUST COMPANY, as Trustee 
 	 	 
	By:  	CITIBANK, N.A., as Authenticating Agent 	 	 
	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Authorized Signatory 	 	 
	 	 	 	 





 




			
	*	 	This phrase should be included only if the Security is a Global Security.





Exhibit A-4




 









 








REVERSE OF SECURITY




NABORS INDUSTRIES, INC.



5.0% SENIOR NOTE DUE 2020




     This Security is one of a duly authorized issue of 5.0% Senior Notes due 2020 (the
“Securities”) of Nabors Industries, Inc., a Delaware corporation (the “Company”).



     1. Interest. The Company promises to pay interest on the principal amount of this Security at
a rate of 5.0% per annum until Maturity. The Company will pay interest semiannually on March 15 and
September 15 of each year (each an “Interest Payment Date”), beginning March 15, 2011, or if any
such day is not a Business Day, on the next succeeding Business Day. Interest on this Security will
accrue from the most recent Interest Payment Date on which interest has been paid or, if no
interest has been paid, from September 14, 2010; provided that if there is no existing Default in
the payment of interest, and if this Security is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date. Further, to the extent lawful, the Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal,
premium, if any, Additional Amounts, if any, and interest (without regard to any applicable grace
period), from time to time on demand at the rate then in effect on the Securities. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.



     2. Method of Payment. The Company will pay interest on this Security (except defaulted
interest) to the Persons who are registered Holders of this Security at the close of business on
the record date next preceding the Interest Payment Date, even if this Security is canceled after
such record date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect payments of principal and premium, if any. The Company will
pay the principal of and premium, if any, and Additional Amounts, if any, and interest on this
Security in money of the United States of America that at the time of payment is legal tender for
payment of public and private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium, if any, Additional Amounts, if any, and interest) will be
made by wire transfer of immediately available funds to the accounts specified by The Depository
Trust Company. The Company will make all payments in respect of a certificated Security (including
principal, premium, if any, Additional Amounts, if any, and interest) at the Corporate Trust Office
of the Trustee or at the office or agency of the Paying Agent maintained for such purpose in The
City of New York or, at its option, by mailing a check to the registered address of each Holder
thereof; provided, however, that payments on a certificated Security will be made by wire transfer
to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such
effect designating such account no later than 30 days immediately preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discretion).



     3. Ranking and Guarantees. This Security is a senior unsecured obligation of the Company and
is guaranteed pursuant to guarantees (the “Guarantees”) by Nabors Industries Ltd.,



Exhibit A-5




 









 







a Bermuda exempted company (the “Guarantor”). The Guarantees are senior unsecured obligations of
the Guarantor. References herein to the Indenture or the Securities shall be deemed also to refer
to the Guarantees set forth in the Indenture except where the context otherwise requires.




     4. Optional Redemption; Purchases Upon Change of Control.



     (a) This Security is redeemable, in whole or in part, at any time, at the Company’s option,
at a Redemption Price equal to the greater of (1) 100% of the principal amount of this Security
then outstanding to be redeemed, or (2) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date)
computed by discounting such payments to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at a rate equal to the sum of 37.5 basis points
plus the Adjusted Treasury Rate on the third Business Day prior to the Redemption Date, as
calculated by an Independent Investment Banker, plus accrued and unpaid interest hereon up to, but
not including, the Redemption Date (subject to the right of the holder of record of this Security
on the relevant record date to receive interest on the relevant Interest Payment Date as provided
in Section 10.04 of the Indenture).



     “Adjusted Treasury Rate” means, with respect to any Redemption Date, the yield, under the
heading which represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated “H.15(519)” or any successor publication which
is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities” for the maturity corresponding to the Optional Redemption
Comparable Treasury Issue (if no maturity is within three months before or after the remaining
term of this Security, yields for the two published maturities most closely corresponding to the
Optional Redemption Comparable Treasury Issue will be determined and the Adjusted Treasury Rate
will be interpolated or extrapolated from such yields on a straight line basis, rounding to the
nearest month); or if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per annum equal to the
semiannual equivalent yield to maturity of the Optional Redemption Comparable Treasury Issue,
calculated using a price for the Optional Redemption Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Optional Redemption Comparable Treasury Price for
such redemption date.



     “Independent Investment Banker” means UBS Securities LLC, or if such firm is unwilling or
unable to serve as such, an independent investment and banking institution of national standing
appointed by the Trustee.



     “Optional Redemption Reference Treasury Dealer” means each of up to five dealers to be
selected by the Company and the Guarantor, and their respective successors; provided that if any
of the foregoing ceases to be, and has no affiliate that is, a primary U.S. governmental
securities dealer (a “Primary Treasury Dealer”), the Company and the Guarantor will substitute for
it another Primary Treasury Dealer.



Exhibit A-6


 









 








     “Optional Redemption Comparable Treasury Issue” means the U.S. Treasury security selected by
an Independent Investment Banker as having a maturity comparable to the remaining term of the
Securities to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of this Security, or, if, in the reasonable judgment of the
Independent Investment Banker, there is no such security, then the Optional Redemption Comparable
Treasury Issue will mean the U.S. Treasury security or securities selected by the Independent
Investment Banker as having an actual or interpolated maturity or maturities comparable to the
remaining term of this Security.



     “Optional Redemption Comparable Treasury Price” means (1) the average of five Optional
Redemption Reference Treasury Dealer Quotations for the applicable redemption date, after
excluding the highest and lowest Optional Redemption Reference Treasury Dealer Quotations, or (2)
if the Independent Investment Banker obtains fewer than five such Optional Redemption Reference
Treasury Dealer Quotations, the average of all such quotations.



     “Optional Redemption Reference Treasury Dealer Quotations” means, with respect to each
Optional Redemption Reference Treasury Dealer and any Redemption Date for this Security, the
average, as determined by the Independent Investment Banker of the bid and asked prices for the
Optional Redemption Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker and the Trustee at 5:00
p.m., New York City time, on the third Business Day preceding such Redemption Date.



     (b) Upon the occurrence of a Change of Control Triggering Event, each Holder shall have the
right to require the Company to purchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess thereof) of this Security, pursuant to a Change of Control Offer made in
accordance with Section 3.10 of the Indenture, at a purchase price in cash equal to 101% of the
principal amount hereof, plus accrued and unpaid interest hereon up to, but not including, the
Redemption Date (subject to the right of the holder of record of this Security on the relevant
record date to receive interest on the relevant Interest Payment Date as provided in Section 3.10
of the Indenture), except to the extent that the Company shall have exercised its right to redeem
this Security pursuant to the preceding paragraph (a).



     (c) If Holders of not less than 95% in aggregate principal amount of the outstanding
Securities validly tender and do not withdraw such Securities in a Change of Control Offer and the
Company, or any third party making a Change of Control Offer in lieu of the Company, purchases all
of the Securities validly tendered and not withdrawn by such holders, the Company shall have the
right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days
following such purchase pursuant to such Change of Control Offer, to redeem this Security and all
other Securities that remain outstanding following such purchase at a Redemption Price in cash
equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, up to, but
not including, the Redemption Date (subject to the right of the holder of record of this Security
on the relevant record date to receive interest on the relevant Interest Payment Date as provided
in Section 10.04 of the Indenture).



Exhibit A-7




 









 








     5. Paying Agent and Registrar. Initially, Citibank, N.A., the Securities Administrator under
the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Guarantor or any of its Subsidiaries may act in any
such capacity.



     6. Indenture. The Company issued this Security under an Indenture dated as of September 14,
2010 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) among the
Company, the Guarantor, Wilmington Trust Company (the “Trustee”) and the Securities Administrator.
The terms of this Security include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
77aaa-77bbbb). This Security and the Guarantees are subject to all such terms, and Holders are
referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent
any provision of this Security conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling (to the extent permitted by law). The
Securities are unsecured obligations of the Company. The Company initially has issued $700,000,000
aggregate principal amount of Securities. The Company may issue Additional Securities under the
Indenture, provided that no Additional Securities may be issued at a price that would cause such
Additional Securities to have “original issue discount” within the meaning of Section 1273 of the
Code. Capitalized terms used but not defined in this Security have the respective meanings given to
such terms in the Indenture.



     7. Denominations, Transfer, Exchange. The Securities are issuable only in registered form
without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof. The transfer of this Security may be registered and this Security may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required
by law or permitted by the Indenture. The Registrar need not exchange or register the transfer of
this Security during the period between a record date and the corresponding Interest Payment Date.



     8. Persons Deemed Owners. The registered Holder of a Security shall be treated as its owner
for all purposes.



     9. Amendments and Waivers. Subject to certain exceptions and limitations, the Indenture or
this Security may be amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the then outstanding Securities, and compliance in a particular
instance by the Company or the Guarantor with any provision of the Indenture with respect to the
Securities may be waived (other than certain provisions, including any continuing Default or Event
of Default in the payment of the principal of or premium, if any, Additional Amounts, if any, or
interest on the Securities) by the Holders of at least a majority in aggregate principal amount of
the Securities then outstanding in accordance with the terms of the Indenture. Without the consent
of any Holder, the Company, the Guarantor and the Trustee may amend or supplement the Indenture or
this Security to: (i) convey, transfer, assign, mortgage or pledge to the Trustee as security for
this Security any property or assets; (ii) to evidence the succession of another entity to the
Company or the Guarantor, or successive successions, and the assumption by the successor entity of
the covenants, agreements and obligations of the Company or the Guarantor pursuant to Section 4.01
or 4.02 of the Indenture; (iii) to add to the covenants of



Exhibit A-8




 









 







the Company or the Guarantor such further covenants, restrictions, conditions or provisions as the
Company or the Guarantor and the Trustee shall consider to be for the protection of the Holders of
Securities, to surrender any right or power conferred upon the Company or the Guarantor, and to
make the occurrence, or the occurrence and continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement
of all or any of the several remedies provided in the Indenture, provided that in respect of any
such additional covenant, restriction, condition or provision such amendment or supplement may
provide for a particular period of grace after default (which period may be shorter or longer than
that allowed in the case of other defaults) or may provide for an immediate enforcement upon such
an Event of Default or may limit the remedies available to the Trustee upon such an Event of
Default or may limit the right of the Holders of a majority in aggregate principal amount of the
Securities to waive such an Event of Default; (iv) to cure any ambiguity or omission or to correct
or supplement any provision contained in the Indenture or in any supplemental indenture which may
be defective or inconsistent with any other provision contained in the Indenture or in any
supplemental indenture, provided that no such action shall adversely affect the interests of the
Holders of this Security; (v) to provide for uncertificated Securities in addition to or in place
of certificated Securities, subject to any restrictions contained in the Indenture; (vi) to
provide for the issuance of Exchange Securities and related Guarantees or Additional Securities
and related Guarantees in accordance with the Indenture; (vii) to effect or maintain, or otherwise
comply with the requirements of the SEC in connection with, the qualification of the Indenture
under the TIA; (viii) to effect any provision of the Indenture; or (ix) to make any other change
that does not adversely affect the rights of any Holder




     The right of any Holder to participate in any consent required or sought pursuant to any
provision of the Indenture (and the obligation of the Company to obtain any such consent otherwise
required from such Holder) may be subject to the requirement that such Holder shall have been the
Holder of record of this Security as of a record date fixed by the Company in accordance with the
terms of the Indenture.



     10. Defaults and Remedies. Events of Default include: (i) default in the payment of the
principal of or premium, if any, on any Security at its Maturity, and continuance of such default
for a period of 10 days; or (ii) default in the payment of interest or Additional Amounts, if any,
upon any of the Securities when they become due and payable, and continuance of such default for a
period of 30 days; or (iii) default in the performance or observance, or breach, of any covenant of
the Company or the Guarantor in any Security or the Indenture (other than a covenant a default in
whose performance or whose breach is elsewhere in Section 5.01 of the Indenture specifically dealt
with), and continuance of such default or breach for a period of 90 days after there has been
given, by registered or certified mail, to the Company and the Guarantor by the Trustee or to the
Company, the Guarantor and the Trustee by the Holders of at least 25% in aggregate principal amount
of the outstanding Securities a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” under the Indenture; or (iv)
certain events specified in the Indenture relating to the bankruptcy, insolvency or reorganization
of the Company or the Guarantor; or (vi) the Guarantees cease to be in full force and effect or
become unenforceable or invalid or are declared null and void (other than in accordance with the
terms of such Guarantees) or the Guarantor denies or disaffirms its obligations under such
Guarantees.



Exhibit A-9




 









 








     If an Event of Default (other than an Event of Default referred to in clause (iv) of the
preceding paragraph) with respect to this Security occurs and is continuing, the Trustee by notice
to the Company and the Guarantor, or by the Holders of at least 25% in aggregate principal amount
of the then outstanding Securities by written notice to the Company, the Guarantor and the
Trustee, may declare all of the then outstanding Securities to be due and payable immediately. If
an Event of Default referred to in such clause (iv) occurs, acceleration of all amounts payable on
the Securities shall be automatic. The amount due and payable upon the acceleration of any
Security is equal to 100% of the principal amount thereof plus premium, if any, Additional
Amounts, if any, and accrued and unpaid interest to the date of payment. Holders may not enforce
the Indenture or this Security except as provided in the Indenture. The Trustee does require
indemnity reasonably satisfactory to it before it enforces the Indenture or this Security. Subject
to certain limitations, Holders of a majority in aggregate principal amount of the then
outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders notice of any continuing default (except a default in payment of
principal, premium, if any, Additional Amounts, if any, or interest) if it determines that
withholding notice is in their interests. Each of the Company and the Guarantor must furnish an
annual compliance certificate to the Trustee.



     11. Additional Amounts. If the Company or the Guarantor is required to withhold or deduct any
amount for or on account of any Taxes for any payment made under or with respect to this Security,
it will pay any Additional Amounts.



     12. Discharge or Defeasance Prior to Maturity. The Indenture shall be satisfied and discharged
upon the payment of all of the Securities, and it may be satisfied and discharged (except for
certain obligations) upon the irrevocable deposit with the Trustee of cash, or U.S. Government
Obligations or a combination thereof sufficient for such payment. The Indenture also contains
provisions for defeasance of (i) the entire indebtedness of the Company on the Securities and (ii)
certain restrictive covenants and the related Events of Default, subject to compliance by the
Company with certain conditions set forth in the Indenture.



     13. Trustee Dealings with the Company and the Guarantor. The Trustee in its individual or any
other capacity may become the owner or pledgee of this Security and may otherwise deal with the
Company, the Guarantor or any of their Affiliates with the same rights it would have if it were not
the Trustee.



     14. No Recourse Against Others. A director, officer, employee or stockholder of the Company or
the Guarantor, as such, shall not have any liability for any obligations of the Company or the
Guarantor under this Security, the Guarantees or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. Each Holder by accepting this
Security waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security.



     15. Authentication. This Security shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose until authenticated by the manual signature of an authorized
signatory of the Trustee, which signature shall be conclusive evidence that this Security has been
authenticated under the Indenture.



Exhibit A-10




 









 








     16. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused a CUSIP number to be printed on this
Security as a convenience to the Holders of this Security. No representation is made as to the
correctness of such number either as printed on this Security or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on this
Security.



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



     18. [Additional Rights of Holders of Restricted Global Securities and Restricted Definitive
Securities. In addition to the rights provided to Holders of Securities under the Indenture,
Holders of Securities will have the rights set forth in the Registration Rights Agreement, dated as
of September 14, 2010, among the Company, the Guarantor and the other parties named on the
signature pages thereof.]*



     19. Governing Law. The Indenture, this Security and the Guarantees shall be governed by and
construed in accordance with, the laws of the State of New York.



     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Request may be made to it at:


Nabors Industries, Inc.

515 West Greens Road, Suite 1200

Houston, Texas 77067

Attention: General Counsel

Telephone No.: (281) 874-0035

Telecopier No.: (281) 775-8431






 




			
	*	 	Delete for Exchange Security





Exhibit A-11




 









 








FORM OF NOTATION ON SECURITY

RELATING TO GUARANTEES




     The Guarantor (which term includes any successor Person in such capacity under the Indenture),
has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and
subject to the provisions in the Indenture, the due and punctual payment of the principal of and
premium, if any, Additional Amounts, if any, and interest on these Securities and all other amounts
due and payable under the Indenture and these Securities by the Company.



     The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to
the Guarantees and the Indenture are expressly set forth in Article IX of the Indenture and
reference is hereby made to the Indenture for the precise terms of the Guarantees.



	 	 	 	 	 
	 	Guarantor:



NABORS INDUSTRIES LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit A-12





 











 





ASSIGNMENT FORM




     To assign this Security, fill in the form below: (I) or (we) assign and transfer this
Security to:

 




 
(Insert assignee’s social security or tax I.D. number)




 
(Print or type assignee’s name, address and zip code)



and irrevocably appoint                     
                    
                    
                    
                    
                    
as agent  to transfer this Security on the books of the Company. The agent may substitute another to act for
him.




	 	 	 

	Date:
	 	
                    
                    
                    
 
	 
	 	 
	Your Signature:

	 	
 

(Sign exactly as your name appears on the face of this Security)
	 
	 	 
	Signature 

Guarantee:

	 	
 

(Participant in a Recognized Signature Guaranty Medallion Program)






Exhibit A-13









 






SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY**




     The following increases or decreases in the principal amount of this Global Security have
been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal Amount of	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Global Security	 	 
	 	 	 	 	Amount of Decrease	 	Amount of Increase	 	Following Such	 	Signature of Authorized
	Date of	 	in Principal Amount	 	in Principal Amount	 	Decrease (or	 	Signatory, Trustee or Securities
	Transaction	 	of Global Security	 	of Global Security	 	Increase)	 	Custodian







 




			
	**	 	This Schedule should be included only if the Security is a Global Security.




Exhibit A-14









 











Option of Holder to Elect Purchase




     If you want to elect to have this Security purchased by the Company pursuant to Section 3.10
of the Indenture, check the box below:



     o



     If you want to elect to have only part of the Security purchased by the Company pursuant to
Section 3.10 of the Indenture, state the amount you elect to have purchased:



     $                    


Date:                                         




	 	 	 	 	 
	 	 	 
	 	Your Signature:  	
 	 
	 	 	(Sign exactly as your name
appears on the face of this
Security) 	 
	 
	 	Tax Identification No.:                  
                
                
    
 	 


Signature Guarantee:**                                         






 




			
	**	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




Exhibit A-15









 










EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER



Nabors Industries, Inc.

515 West Greens Road, Suite 1200

Houston, Texas 77067

Attention: General Counsel




Wilmington Trust Company

Rodney Square North

1100 N. Market
Street 
Wilmington, Delaware 19890

Attention: Geoffrey J. Lewis




Citibank, N.A.

388 Greenwich Street, 14th
Floor 
New York, New York 10013

Attention: Wafaa Orfy





	 	Re: 	 	 5.0% Senior Notes due 2020





     Reference is hereby made to the Indenture, dated as of September 14, 2010 (the “Indenture”),
among Nabors Industries, Inc., as issuer (the “Company”), Nabors Industries Ltd., as guarantor
(the “Guarantor”), Wilmington Trust Company, as trustee, and Citibank, N.A., as securities
administrator. Capitalized terms used but not defined herein shall have the meanings given to them
in the Indenture.



     
                    
(the “Transferor”) owns and proposes to transfer the Security[ies] or
beneficial interest in such Security[ies] specified in Annex A hereto, in the principal amount of
$                     
(the “Transfer”), to
                    
(the “Transferee”), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:


[CHECK ALL THAT APPLY]




     1. o CHECK IF TRANSFEREE IS A QIB IN ACCORDANCE WITH RULE 144A. The Transfer is being
effected pursuant to and in accordance with Rule 144A under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Security is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Security for its own
account, or for one or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional buyer” within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Security will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the



Exhibit B-1









 







144A Global Security or the Restricted Definitive Security and in the Indenture and the Securities
Act.



     2. o CHECK IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 904
under the Securities Act and, accordingly, the Transferor hereby further certifies that (i)
the
Transfer is not being made to a person in the United States and (x) at the time the buy order
was
originated, the Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was outside the
United
States or (y) the transaction was executed in, on or through the facilities of a designated
offshore
securities market and neither such Transferor nor any Person acting on its behalf knows that
the
transaction was prearranged with a buyer in the United States, (ii) no directed selling
efforts have
been made in contravention of the requirements of Rule 904(b) of Regulation S under the
Securities Act, (iii) the transaction is not part of a plan or scheme to evade the
registration
requirements of the Securities Act and (iv) if the Transfer is being made prior to the
expiration of
the Restricted Period, the Transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Security will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Security or the Restricted Definitive
Security and in the Indenture and the Securities Act.



     3. o CHECK IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S.
The Transfer is being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Securities and Restricted Definitive Securities and
pursuant to and in accordance with the Securities Act (other than Rule 144A or Regulation S)
and any applicable “blue sky” securities laws of any state of the United States.



     4. o CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF
A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY OR OF AN
UNRESTRICTED DEFINITIVE SECURITY:



          (a) o CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities
Act
and in compliance with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any state of the United States and (ii) the restrictions on
transfer
contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive
Security will no longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Securities or Restricted Definitive
Securities
and in the Indenture.




          (b) o CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i)
The Transfer is being effected pursuant to and in accordance with Rule 904 under the
Securities
Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable



Exhibit B-2









 






blue sky securities laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive Security will no
longer be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Securities or Restricted Definitive Securities and in the
Indenture.




          (c) o CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144 or Rule 904 and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act. Upon consummation
of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Security will not be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive
Securities and in the Indenture.




     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company and the Guarantor.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:                     ,                     








Exhibit B-3









 








ANNEX A TO CERTIFICATE OF TRANSFER





	1.	 	The Transferor owns and proposes to transfer the following:
	 
	 	 	[CHECK ONE OF (a) OR (b)]





          (a) o a beneficial interest in a Global Security (CUSIP [     ]), or




          (b) o a Restricted Definitive Security (CUSIP [     ]).





	2.	 	After the Transfer the Transferee will hold:
	 
	 	 	[CHECK ONE]





          (a) o a beneficial interest in a Global Security (CUSIP [     ]); or




          (b) o a Restricted Definitive Security (CUSIP [     ]); or




          (c) o an Unrestricted Definitive Security (CUSIP [     ]), in accordance with
the terms of the Indenture.








Exhibit B-4









 








EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE



Nabors Industries, Inc.

515 West Greens Road, Suite 1200

Houston, Texas 77067

Attention: General Counsel




Wilmington Trust Company

Rodney Square North

1100 N. Market Street

Wilmington, Delaware 19890

Attention: Geoffrey J. Lewis




Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Wafaa Orfy





	Re:  	 	5.0% Senior Notes due 2020

CUSIP 629568 AU01

CUSIP U6295Y AC72





     Reference is hereby made to the Indenture, dated as of September 14, 2010 (the “Indenture”),
among Nabors Industries, Inc., as issuer (the “Company”), Nabors Industries Ltd., as guarantor
(the “Guarantor”), Wilmington Trust Company, as trustee, and Citibank, N.A., as securities
administrator. Capitalized terms used but not defined herein shall have the meanings given to them
in the Indenture.



                          (the “Owner”) owns and proposes to exchange the Security[ies] or
beneficial interest in such Security[ies] specified herein, in the principal
amount of
$                      (the “Exchange”). In connection with the Exchange, the Owner hereby certifies
that:



     1. EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN A RESTRICTED
GLOBAL SECURITY FOR UNRESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED
GLOBAL SECURITY:



          (a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In connection with the Exchange of the
Owner’s beneficial interest in a






 




			
	1	 	For Securities sold in reliance on Rule 144A.
	 
	2	 	For Securities sold in reliance on Regulation S.




Exhibit C-1









 









Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Securities and pursuant to and in
accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Security is being acquired in compliance with any applicable “blue sky”
securities laws of any state of the United States.




          (b) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In
connection with the Exchange of the Owner’s beneficial interest in a Restricted Global
Security
for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Definitive
Security is
being acquired for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Restricted Global
Securities
and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Security is being acquired
in
compliance with any applicable “blue sky” securities laws of any state of the United States.




          (c) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY.
In connection with the Owner’s Exchange of a Restricted Definitive Security for a beneficial
interest in an Unrestricted Global Security, the Owner hereby certifies (i) the beneficial
interest
is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted Definitive
Securities
and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in
compliance with any applicable “blue sky” securities laws of any state of the United States.




          (d) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In connection with the Owner’s
Exchange of a Restricted Definitive Security for an Unrestricted Definitive Security, the
Owner
hereby certifies (i) the Unrestricted Definitive Security is being acquired for the Owner’s
own
account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance
with
the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the
Private
Placement Legend are not required in order to maintain compliance with the Securities Act and
(iv) the Unrestricted Definitive Security is being acquired in compliance with any applicable
“blue sky” securities laws of any state of the United States.




     2. EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
SECURITIES FOR RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
SECURITIES:



Exhibit C-2









 





          (a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL SECURITY TO RESTRICTED DEFINITIVE SECURITY. In
connection with the Exchange of the Owner’s beneficial interest in a Restricted Global
Security
for a Restricted Definitive Security with an equal principal amount, the Owner hereby
certifies
that the Restricted Definitive Security is being acquired for the Owner’s own account without
transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Security issued will continue to be subject to the
restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive
Security and in the Indenture and the Securities Act.




          (b) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
SECURITY TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY. In
connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial
interest in the [CHECK ONE] o 144A Global Security or o Regulation S Global Security
in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to the Restricted Global Securities
and
pursuant to and in accordance with the Securities Act, and in compliance with any applicable
“blue sky” securities laws of any state of the United States. Upon consummation of the
proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on
the
relevant Restricted Global Security and in the Indenture and the Securities Act.




     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company and the Guarantor.



	 	 	 	 	 
	 	[Insert Name of Owner]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:                                 ,       





Exhibit C-3