exv4w3






Exhibit 4.3




Execution Copy




NABORS INDUSTRIES, INC.




$700,000,000 5.0% Senior Notes due 2020



REGISTRATION RIGHTS AGREEMENT



New York, New York

September 14, 2010




CITIGROUP GLOBAL MARKETS INC.

UBS SECURITIES LLC

DEUTSCHE BANK SECURITIES INC.

MIZUHO SECURITIES USA INC.



As Representatives of the Initial

Purchasers named in Schedule A

to the Purchase Agreement




c/o

UBS Securities LLC



677 Washington Boulevard

Stamford, CT 06901




CITIGROUP GLOBAL MARKETS INC.



388 Greenwich Street 
New York,
New York 10013




Ladies and Gentlemen:




          Nabors Industries, Inc., a corporation organized under the laws of the State of Delaware (the
“Company”), proposes to issue and sell to the several initial purchasers named in Schedule A hereto
(the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated September 9,
2010 (the “Purchase Agreement”), $700,000,000 aggregate principal amount of its 5.0% Senior Notes
due 2020 (the “Notes”) relating to the initial placement of the Notes (the “Initial Placement”).
The Notes will be unconditionally guaranteed (the “Guarantees” and together with the Notes, the
“Securities”) on a senior basis by Nabors Industries Ltd., a Bermuda company (the “Guarantor”). To
satisfy a condition to the obligations of the Initial Purchasers under the Purchase Agreement, the
Company and the Guarantor agree with the Initial Purchasers for the benefit of the holders from
time to time of the Securities (including the Initial Purchasers) and the New Securities (as
defined herein) (each a “Holder” and, together, the “Holders”), as follows:




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




 









 





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




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




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




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




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




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




          “Commission” shall mean the Securities and Exchange Commission.




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




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




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




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




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




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









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          “Indenture” shall mean the Indenture relating to the Securities, dated as of September 14,
2010, among the Company, the Guarantor and Wilmington Trust Company, as trustee, as the same may be
amended from time to time in accordance with the terms thereof.




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




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




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




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




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




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




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




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




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




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




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




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









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




          “Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf
Registration Statement that covers any of the Securities or the New Securities pursuant to the
provisions of this Agreement, any amendments and supplements to such registration statement,
including post-effective amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein.




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




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




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




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




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




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




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




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




          2. Registered Exchange Offer.





          (a) Except as set forth in Section 3 below, the Company and the Guarantor shall
prepare, at their cost, and, not later than 90 days following the Closing Date (or if such
90th day is not a Business Day, the next succeeding Business Day) shall file with the
Commission the Exchange Offer Registration Statement with respect to the Registered Exchange
Offer. The Company and the Guarantor shall use their reasonable best efforts to cause the
Exchange Offer Registration Statement to become effective under the Act not later than March
13, 2011.








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




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




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




          (ii) commence and use their reasonable best efforts to complete the Registered
Exchange Offer promptly, but no later than May 12, 2011, and hold the Registered Exchange
Offer open for not less than 20 Business Days;




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




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




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




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




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




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




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




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




          (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder
using the Registered Exchange Offer to participate in a distribution of the New Securities (x)
could not under Commission policy as in effect on the date of








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this Agreement rely on the position of the Commission in Morgan Stanley and Co., Inc. (pub.
avail. June 5,1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar
no-action letters; and (y) must comply with the registration and prospectus delivery requirements
of the Act in connection with any secondary resale transaction which must be covered by an
effective registration statement containing the selling security holder information required by
Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from
the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered
Exchange Offer shall be required to represent to the Company and the Guarantor that, at the time of
the consummation of the Registered Exchange Offer:





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




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




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




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




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



          3. Shelf Registration.





          (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s
staff, the Company determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the
Exchange Offer Registration Statement is not declared effective by March 13, 2011 or the Registered
Exchange Offer is not consummated by May 12, 2011; (iii) the Initial Purchasers determine upon
advice of their counsel that a Shelf Registration Statement must be filed in connection with any
public offering or sale of Securities that are not eligible to be exchanged for New Securities in
the Registered Exchange Offer and that are held by them following consummation of the Registered
Exchange Offer; or (iv) any Holder (other than the Initial Purchasers) is not eligible to
participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in
the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company
(it being understood that the requirement that a



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participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration
Statement in connection with sales of New Securities shall not result in such New Securities being
not “freely tradeable”), the Company and the Guarantor shall effect a Shelf Registration Statement
in accordance with subsection (b) below.




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





          (i) the Company and the Guarantor, at their cost, shall as promptly as
practicable, but in no event later than 90 days after such obligation to file arises, file
with the Commission and cause to become effective under the Act as soon as practicable, but
in no event later than May 12, 2011, a Shelf Registration Statement relating to the offer
and sale of the Securities or the New Securities, as applicable, by the Holders thereof
from time to time in accordance with the methods of distribution elected by such Holders
and set forth in such Shelf Registration Statement; provided, however, that
no Holder (other than the Initial Purchasers) shall be entitled to have the Securities or
New Securities held by it covered by such Shelf Registration Statement unless such Holder
agrees in writing to be bound by all of the provisions of this Agreement applicable to such
Holder; and provided further, that with respect to New Securities received by the
Initial Purchasers in exchange for Securities constituting any portion of an unsold
allotment, the Company and the Guarantor may, if permitted by current interpretations by
the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration
Statement containing the information required by Item 507 or 508 of Regulation S-K, as
applicable, in satisfaction of their obligations under this subsection with respect
thereto, and any such Exchange Offer Registration Statement, as so amended, shall be
referred to herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement;




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








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Guarantor’ obligations hereunder), including, but not limited to, the acquisition or
divestiture of assets, so long as the Company and the Guarantor promptly thereafter
comply with the requirements of Section 5(k) hereof, if applicable; and




          (iii) the Company and the Guarantor shall cause the Shelf Registration
Statement and the related Prospectus and any amendment or supplement thereto, as of
the effective date of the Shelf Registration Statement or such amendment or
supplement, (A) to comply in all material respects with the applicable requirements
of the Securities Act and the rules and regulations of the Commission; and (B) not
to contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading.



          4. Special Interest. If (a) on or prior to May 12, 2011, the Registered Exchange Offer
has not been consummated, or (b) after either the Exchange Offer Registration Statement or the
Shelf Registration Statement has become effective, such Registration Statement thereafter ceases to
be effective or usable in connection with resales of Securities or New Securities in accordance
with and during the periods specified in this Agreement (each such event referred to in clauses (a)
and (b), a “Registration Default”), then, as liquidated damages, interest (“Special Interest”) will
accrue on the principal amount of the Securities and the New Securities (in addition to the stated
interest on the Securities and New Securities) from and including the date on which any such
Registration Default shall occur to but excluding the date on which all Registration Defaults have
been cured. Special Interest will accrue at a rate of 0.25% per annum.




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




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





          (a) The Company and the Guarantor shall:




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




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








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




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




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




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




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




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




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




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




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




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




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



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




          (iv) of the receipt by the Company and the Guarantor of any notification with
respect to the suspension of the qualification of the Securities or New Securities included
therein for sale in any jurisdiction or the initiation of any proceeding for such purpose;
and




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




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




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




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




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




          (h) The Company and the Guarantor shall promptly deliver to the Initial Purchasers, each
Exchanging Dealer and each other Person required to deliver a








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Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the
Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement
thereto as any such Person may reasonably request. The Company and the Guarantor consent to the use
of the Prospectus or any amendment or supplement thereto by the Initial Purchasers, any Exchanging
Dealer and any such other Person that may be required to deliver a Prospectus following the
Registered Exchange Offer in connection with the offering and sale of the New Securities covered by
the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration
Statement.





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




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




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




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



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




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




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




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




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




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




          (ii) cause the Company’s officers, directors and employees to supply all relevant
information reasonably requested by the Holders or any such Underwriter, attorney,
accountant or agent in connection with any such Registration Statement as is customary for
similar due diligence examinations; provided, however, that any information
that is designated in writing by the Company, in good faith, as confidential at the time of
delivery of such information shall be kept confidential by the Holders or any such
Underwriter, attorney, accountant or agent, unless such disclosure is made in connection
with a court proceeding or required by law, or such information becomes available to the








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public generally or through a third party without an accompanying obligation of
confidentiality;




          (iii) make such representations and warranties to the Holders of Securities
or New Securities registered thereunder and the Underwriters, if any, in form,
substance and scope as are customarily made by issuers to Underwriters in primary
underwritten offerings and covering matters including, but not limited to, those set
forth in the Purchase Agreement;




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




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




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


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





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




          (s) If any Broker-Dealer shall underwrite any Securities or New Securities or
participate as a member of an underwriting syndicate or selling group or “assist in the








13









 












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




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




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




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




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



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




          7. Indemnification and Contribution.





          (a) The Company and the Guarantor agree, jointly and severally, to indemnify and
hold harmless (i) the Initial Purchasers, (ii) each Holder of Securities or New Securities,
as the case may be, covered by any Registration Statement (including with respect to any
Prospectus delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer), (iii)
each Person, if any, who controls (within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act) any of the foregoing (any of the Persons referred to
in this clause (iii) being hereinafter referred to as a “controlling person”), and (iv) the
respective officers, directors, partners, employees, representatives and agents of the
Initial Purchasers, the Holders (including predecessor Holders) or any controlling person
(any person referred to in clause (i), (ii), (iii) or (iv)



14









 






may hereinafter be referred to as an “Indemnified Holder”), from and against any and all losses,
claims, damages, and liabilities (including, without limitation, reasonable legal fees and other
expenses incurred in connection with any suit, action or proceeding or any claim asserted)
(collectively “Losses”) caused by any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement, preliminary Prospectus, Prospectus, Free Writing
Prospectus or any “issuer information” (as defined in Rule 433 of the Securities Act) filed or
required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment or
supplement thereto, or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in conformity with
information relating to any Indemnified Holder furnished to the Company or the Guarantor in writing
by such Indemnified Holder expressly for use therein; the Company or the Guarantor shall notify
such Indemnified Holder promptly of the institution, threat or assertion of any claim, proceeding
(including any governmental investigation) or litigation in connection with the matters addressed
by this Agreement which involves the Company or the Guarantor or such Indemnified Holder.




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




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




          (d) If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any







15









 









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




          (e) If the indemnification provided for in the first, second and third paragraphs of
this Section 7 is unavailable to an Indemnified Person or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying Person under such
paragraph, in lieu of indemnifying such Indemnified








16









 












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




          (f) Each of the Company, the Guarantor and the Initial Purchasers agree that it would not be
just and equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount paid or payable by an
Indemnified Person as a result of the losses, claims, damages and liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified Person in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this Section
7, in no event shall any Holder of any Securities or New Securities be required to contribute any
amount in excess of the amount by which the net proceeds received by such Holder from the sale of
the Security or New Security pursuant to a Registration Statement exceeds the amount of damages
which such Holder would have otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 1l(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.




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




          (h) The indemnity and contribution agreements contained in this Section 7 shall
remain operative and in full force and effect regardless of (i) any








17









 












termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or
any Person controlling any Holder or by or on behalf of the Company or the Guarantor, their
respective officers or directors or any other Person controlling any of the Company or the
Guarantor and (iii) acceptance of and payment for any of the Securities or New Securities.



          8. Underwritten Registrations.





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




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



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




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




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








18









 









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




     (2)   if to the Initial Purchasers:


Citigroup Global Markets Inc.

UBS Securities LLC

Deutsche Bank Securities Inc.

Mizuho Securities USA Inc.

     As Representatives of the Initial Purchasers named on Schedule A

     of the Purchase Agreement



c/o UBS Securities LLC

677 Washington Boulevard

Stamford, CT 06901

Attention: Fixed Income Syndicate



Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attention: General Counsel





     with copies to:


Vinson & Elkins L.L.P.

First City Tower

1001 Fannin Street, Suite 2500

Houston, Texas 77002-6760

Attention: T. Mark Kelly

Facsimile No.: (713) 615-5531





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


Nabors Industries, Inc.

c/o Nabors Corporate Services, Inc.

515 West Greens Road, Suite 1200

Houston, Texas 77067

Attention: General Counsel

Facsimile No.: (281) 775-8431





     with copies to:


Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, NY 10005

Attention: Arnold B. Peinado III









19









 










Facsimile No. (212) 822-5546





     (4)   if to the Guarantor:


Nabors Industries Ltd.

Mintflower Place

8 Par-La-Ville Road

Hamilton, HM08, Bermuda




          All such notices and communications shall be deemed to have been duly given: when delivered by
hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and
when the addressor receives facsimile confirmation, if sent by facsimile.




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




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




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




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




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




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







20









 








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




          18. No Fiduciary Duty. The Company and Guarantor hereby acknowledge that (a) the
Initial Purchasers are acting as principal and not as an agent or fiduciary of the Company or the
Guarantor and (b) the Company’s engagement of the Initial Purchasers in connection with the
offering and the process leading up to the offering pursuant to the Purchase Agreement is as
independent contractors and not in any other capacity. Furthermore, the Company and the Guarantor
agree that they are solely responsible for making their own judgments in connection with the
offering, the Registered Exchange Offer or a Shelf Registration (irrespective of whether any of the
Initial Purchasers has advised or is currently advising the Company or the Guarantor on related or
other matters). The Company and the Guarantor agree that they will not claim that the Initial
Purchasers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or
similar duty to the Company or the Guarantor, in connection with such transaction or the process
leading thereto




[Remainder Of This Page Is Intentionally Left Blank]





21











 





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




	 	 	 	 	 
	 	Very truly yours,



NABORS INDUSTRIES, INC.

 	 
	 	By:  	/s/ Clark Wood
 	 
	 	 	Name:  	Clark Wood 	 
	 	 	Title:  	Controller 	 
	 
	 	NABORS INDUSTRIES LTD.

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



The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written




	 	 	 	 	 
	CITIGROUP GLOBAL MARKETS INC.
 	 	 
	By:  	/s/ Brian Bednarski 	 	 
	 	Name:  	Brian Bednarski 	 	 
	 	Title:  	Managing Director 	 	 
	 
	UBS SECURITIES LLC

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

UBS Securities LLC 	 	 
	 
	 	 	 
	By:  	/s/ Mark Spadaccini
 	 	 
	 	Name:  	Mark Spadaccini 	 	 
	 	Title:  	Associate Director

Debt Capital Markets

UBS Investment Bank 	 	 
	 



Signature Page to Registration Rights Agreement





 









 








SCHEDULE A




Initial Purchasers




UBS Securities LLC

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Mizuho Securities USA Inc.

Banc of America Securities LLC

Morgan Stanley & Co. Incorporated

HSBC Securities (USA) Inc.

PNC Capital Markets LLC

Scotia Capital (USA) Inc.




 









 





ANNEX A




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




          Furthermore, any broker-dealer that acquired any of its old notes directly from us:





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




 









 











ANNEX B




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




 









 








ANNEX C




PLAN OF DISTRIBUTION




          Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New
Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by
a Broker-Dealer in connection with resales of New Securities received in exchange for Securities
where such Securities were acquired as a result of market-making activities or other trading
activities. We have agreed that, starting on the effective date of the registration statement of
which this Prospectus is a part and ending on the close of business 180-days after such date or
such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial
Purchasers have been sold pursuant hereto, we will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such resale. In
addition, until ____________, 201 ___, all dealers effecting transactions in the New Securities may
be required to deliver a prospectus.




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




          Furthermore, any broker-dealer that acquired any of the old notes directly from us:





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




 









 











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




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





 









 








ANNEX D





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


	 	 	 	 	 	 
	 	 	 	 
	 	Name:  	 	 	 
	 	Address:  	 	 	 
	 	  	 	 	 
	 




If the undersigned is not a Broker-Dealer, the undersigned represents that it is acquiring the New
Securities in the ordinary course of its business, that it has no arrangement or understanding with
any Person to participate in a distribution of the New Securities and that it is not an affiliate
of the Company as such terms are interpreted by the Commission. If the undersigned is a
Broker-Dealer then it has a prospectus delivery requirement with respect to resell of the New
Securities and that the Commission has taken the position the Broker-Dealers may fulfill their
prospects delivery requirements with respect to the New Securities (other than a resale of an
unsold allotment from the original sale of the notes) with the prospectus contained in the Exchange
Offer Registration Statement relating to such New Securities.