Common use of GUARANTEES OF SECURITIES Clause in Contracts

GUARANTEES OF SECURITIES. SECTION 9.01. Unconditional Guarantees 59 SECTION 9.02. Execution and Delivery of Notation of Guarantees 61 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 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 Majeure 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 THIS INDENTURE dated as of August 23, 2011, is among Xxxxxx Industries, Inc., a Delaware corporation (the “Company”), Xxxxxx Industries Ltd., a Bermuda exempted company (the “Guarantor”), Wilmington Trust, National Association, a national banking association, 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 4.625% Senior Notes due 2021 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):

GUARANTEES OF SECURITIES. SECTION 9.01. Unconditional Guarantees 59 61 SECTION 9.02. Execution and Delivery of Notation of Guarantees 61 63 SECTION 10.01. Notices to Trustee 61 63 SECTION 10.02. Selection of Securities to be Redeemed 62 63 SECTION 10.03. Notices to Holders 62 64 SECTION 10.04. Effect of Notices of Redemption 63 65 SECTION 10.05. Deposit of Redemption Price 63 65 SECTION 10.06. Securities Redeemed in Part 63 65 SECTION 10.07. Optional Redemption 63 65 SECTION 11.01. Trust Indenture Act Controls 64 66 SECTION 11.02. Notices 64 66 SECTION 11.03. Communication by Holders with Other Holders 65 67 SECTION 11.04. Certificate and Opinion as to Conditions Precedent 65 67 SECTION 11.05. Statements Required in Certificate or Opinion 66 68 SECTION 11.06. Rules by Trustee and Agents 66 68 SECTION 11.07. Legal Holidays 66 68 SECTION 11.08. No Recourse Against Others 66 68 SECTION 11.09. Governing Law 66 Law; Jury Trial Waiver 68 SECTION 11.10. Consent to Jurisdiction and Service of Process 66 69 SECTION 11.11. Waiver of Immunity 67 69 SECTION 11.12. Judgment Currency 67 69 SECTION 11.13. No Adverse Interpretation of Other Agreements 67 70 SECTION 11.14. Successors 68 70 SECTION 11.15. Severability 68 70 SECTION 11.16. Counterpart Originals 68 70 SECTION 11.17. U.S.A. Patriot Act 68 70 SECTION 11.18. Force Majeure 68 70 SECTION 11.19. Table of Contents, Headings, etc 68 EXHIBITS etc. 70 EXHIBIT A A1 Form of Security A-1 2016 Note A1-1 EXHIBIT A2 Form of 2023 Note A2-1 EXHIBIT B Form of Certificate of Transfer B-1 EXHIBIT C Form of Certificate of Exchange C-1 THIS INDENTURE dated as of August 23September 12, 20112013, is among Xxxxxx Industries, Inc., a Delaware corporation (the “Company”), Xxxxxx Industries Ltd., a Bermuda exempted company (the “Guarantor”), Wilmington Trust, National Association, a national banking association, 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 4.625(i) $350,000,000 in aggregate principal amount of the Company’s 2.350% Senior Notes due 2021 2016 issued on the date hereof (the “Initial 2016 Securities”), (ii) $350,000,000 in aggregate principal amount of the Company’s 5.100% Senior Notes due 2023 also issued on the date hereof (the “Initial 2023 Securities” and, together with the Initial 2016 Securities, the “Initial Securities”), (iii) the Holders of any Additional Securities (as defined herein) issued hereafter and, and (iv) 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):

GUARANTEES OF SECURITIES. SECTION 9.01. Section 9.01 Unconditional Guarantees 59 SECTION 9.02. 58 Section 9.02 Limitation of Guarantor's Liability 60 Section 9.03 Contribution 60 Section 9.04 Execution and Delivery of Notation Guarantees 60 Section 9.05 Addition of Guarantees Guarantors 61 SECTION 10.01. Section 9.06 Release of Guarantee 61 Section 9.07 Consent to Jurisdiction and Service of Process 62 Section 9.08 Waiver of Immunity 62 Section 9.09 Judgment Currency 63 ARTICLE X REDEMPTION Section 10.01 Notices to Trustee 61 SECTION 10.02. 63 Section 10.02 Selection of Securities to be Redeemed 62 SECTION 10.03. 63 Section 10.03 Notices to Holders 62 SECTION 10.04. 64 Section 10.04 Effect of Notices of Redemption 63 SECTION 10.05. 65 Section 10.05 Deposit of Redemption Price 63 SECTION 10.06. 65 Section 10.06 Securities Redeemed in Part 63 SECTION 10.07. 65 Section 10.07 Optional Redemption 63 SECTION 11.01. 65 ARTICLE XI MISCELLANEOUS Section 11.01 Trust Indenture Act Controls 64 SECTION 11.02. 66 Section 11.02 Notices 64 SECTION 11.03. 66 Section 11.03 Communication by Holders with Other Holders 65 SECTION 11.04. 68 Section 11.04 Certificate and Opinion as to Conditions Precedent 65 SECTION 11.05. 68 Section 11.05 Statements Required in Certificate or Opinion 66 SECTION 11.06. 69 Section 11.06 Rules by Trustee and Agents 66 SECTION 11.07. 69 Section 11.07 Legal Holidays 66 SECTION 11.08. 69 Section 11.08 No Recourse Against Others 66 SECTION 11.09. 69 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. 70 Section 11.10 No Adverse Interpretation of Other Agreements 67 SECTION 11.14. 70 Section 11.11 Successors 68 SECTION 11.15. 70 Section 11.12 Severability 68 SECTION 11.16. 70 Section 11.13 Counterpart Originals 68 SECTION 11.17. U.S.A. Patriot Act 68 SECTION 11.18. Force Majeure 68 SECTION 11.19. 70 Section 11.14 Table of Contents, Headings, etc 68 70 EXHIBITS EXHIBIT A Form of 5-Year Security A-1 EXHIBIT B Form of Certificate of Transfer 10-Year Security B-1 EXHIBIT C Form of Certificate of Exchange Supplemental Indenture C-1 THIS INDENTURE Indenture dated as of August 23December 22, 2011, is among Xxxxxx Industries, Inc.1998 between R&B Falcon Corporation, a Delaware corporation (the “"Company”"), Xxxxxx Industries Ltd., a Bermuda exempted company (the “Guarantor”), Wilmington Trustand Chase Bank of Texas, National Association, a national banking association, as trustee association (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 4.625's (i) 9-1/8% Series A Senior Notes due 2021 issued on the date hereof 2003 (the “Initial "Series A 5-Year Securities”)") and 9- 1/8% Series B Senior Notes due 2003 (the "Series B 5-Year Securities" and with the Series A 5-Year Securities, the Holders of any Additional Securities "5-Year Securities") and (as defined hereinii) issued hereafter and, if 9- 1/2% Series A Senior Notes due 2008 (the "Series A 10-Year Securities") and when issued in exchange for 9-1/2% Series B Senior Notes due 2008 (the Initial Securities or any Additional Securities as provided in a Registration Rights Agreement (as hereinafter defined)"Series B 10-Year Securities" and with the Series A 10-Year Securities, the Company’s Exchange "10-Year Securities"). The Series A 5-Year Securities (and the Series A 10-Year Securities are collectively referred to herein as hereinafter defined):the "Series A Securities", and the Series B 5-Year Securities and the Series B 10-Year Securities are collectively referred to herein as the "Series B Securities." In addition, each of the 5-Year Securities and the 10-Year Securities shall constitute a "series" of Securities:

GUARANTEES OF SECURITIES. SECTION 9.01. Unconditional Guarantees 59 SECTION 9.02. Execution and Delivery of Notation of Guarantees 61 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 64 SECTION 10.07. Optional Redemption 63 64 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 66 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 Law; Jury Trial Waiver 67 SECTION 11.10. Consent to Jurisdiction and Service of Process 66 67 SECTION 11.11. Waiver of Immunity 67 SECTION 11.12. Judgment Currency 67 68 SECTION 11.13. No Adverse Interpretation of Other Agreements 67 68 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 Majeure 68 SECTION 11.19. Table of Contents, Headings, etc 68 EXHIBITS etc. 69 EXHIBIT A Form of Security Note A-1 EXHIBIT B Form of Certificate of Transfer B-1 EXHIBIT C Form of Certificate of Exchange C-1 THIS INDENTURE dated as of August January 23, 20112018, is among Xxxxxx Industries, Inc., a Delaware corporation (the “Company”), Xxxxxx Industries Ltd., a Bermuda exempted company (the “Guarantor”), Wilmington Trust, National Association, a national banking association, 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 (as defined hereinafter) of (i) $800,000,000 in aggregate principal amount of the Company’s 4.6255.75% Senior Notes due 2021 2025 issued on the date hereof (the “Initial Securities”), the Holders of (ii) any Additional Securities (as defined herein) issued by the Company hereafter and, and (iv) 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):

GUARANTEES OF SECURITIES. SECTION 9.01. Unconditional Guarantees 59 58 SECTION 9.02. Execution and Delivery of Notation of Guarantees 61 60 SECTION 10.01. Notices to Trustee 61 SECTION 10.02. Selection of Securities to be Redeemed 62 61 SECTION 10.03. Notices to Holders 62 Holders. 61 SECTION 10.04. Effect of Notices of Redemption 63 62 SECTION 10.05. Deposit of Redemption Price 63 62 SECTION 10.06. Securities Redeemed in Part 63 SECTION 10.07. Optional Redemption 63 SECTION 11.01. Trust Indenture Act Controls 64 63 SECTION 11.02. Notices 64 63 SECTION 11.03. Communication by Holders with Other Holders 65 64 SECTION 11.04. Certificate and Opinion as to Conditions Precedent 65 64 SECTION 11.05. Statements Required in Certificate or Opinion 66 65 SECTION 11.06. Rules by Trustee and Agents 66 65 SECTION 11.07. Legal Holidays 66 65 SECTION 11.08. No Recourse Against Others 66 65 SECTION 11.09. Governing Law 66 65 SECTION 11.10. Consent to Jurisdiction and Service of Process 66 65 SECTION 11.11. Waiver of Immunity 67 66 SECTION 11.12. Judgment Currency 67 66 SECTION 11.13. No Adverse Interpretation of Other Agreements 67 66 SECTION 11.14. Successors 68 67 SECTION 11.15. Severability 68 67 SECTION 11.16. Counterpart Originals 68 67 SECTION 11.17. U.S.A. Patriot Act 68 SECTION 11.18. Force Majeure 68 SECTION 11.19. Table of Contents, Headings, etc 68 EXHIBITS 67 EXHIBIT A Form of Security A-1 EXHIBIT B Form of Certificate of Transfer B-1 EXHIBIT C Form of Certificate of Exchange C-1 THIS INDENTURE dated as of August 23January 12, 20112009, is among Xxxxxx Industries, Inc., a Delaware corporation (the “Company”), Xxxxxx Industries Ltd., a Bermuda exempted company (the “Guarantor”), Wilmington Trustand Xxxxx Fargo Bank, National Association, a national banking association, 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 4.6259.25% Senior Notes due 2021 2019 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):

GUARANTEES OF SECURITIES. SECTION 9.01. Unconditional Guarantees 59 61 SECTION 9.02. Execution and Delivery of Notation of Guarantees 61 63 SECTION 9.03. Guarantors May Consolidate, etc., on Certain Terms 63 SECTION 9.04. Luxembourg: Guarantee Limitation 64 SECTION 9.05. Releases 64 SECTION 9.06. Subordination Agreement 65 SECTION 10.01. Notices to Trustee 61 65 SECTION 10.02. Selection of Securities to be Redeemed 62 65 SECTION 10.03. Notices to Holders 62 66 SECTION 10.04. Effect of Notices of Redemption 63 67 SECTION 10.05. Deposit of Redemption Price 63 67 SECTION 10.06. Securities Redeemed in Part 63 67 SECTION 10.07. Optional Redemption 63 67 SECTION 10.08. Tax Redemption 68 SECTION 11.01. Trust Indenture Act Controls 64 Reserved] 69 SECTION 11.02. Notices 64 69 SECTION 11.03. Communication by Holders with Other Holders 65 [Reserved] 70 SECTION 11.04. Certificate and Opinion as to Conditions Precedent 65 70 SECTION 11.05. Statements Required in Certificate or Opinion 66 71 SECTION 11.06. Rules by Trustee and Agents 66 71 SECTION 11.07. Legal Holidays 66 71 SECTION 11.08. No Recourse Against Others 66 71 SECTION 11.09. Governing Law 66 Law; Jury Trial Waiver 71 SECTION 11.10. Consent to Jurisdiction and Service of Process 66 72 SECTION 11.11. Waiver of Immunity 67 72 SECTION 11.12. Judgment Currency 67 72 SECTION 11.13. No Adverse Interpretation of Other Agreements 67 73 SECTION 11.14. Successors 68 73 SECTION 11.15. Severability 68 73 SECTION 11.16. Counterpart Originals 68 73 SECTION 11.17. U.S.A. Patriot Act 68 73 SECTION 11.18. Force Majeure 68 73 SECTION 11.19. Table of Contents, Headings, etc 68 EXHIBITS etc. 73 EXHIBIT A Form of Security A-1 EXHIBIT B Form of Certificate of Transfer B-1 EXHIBIT C Form of Certificate of Exchange C-1 THIS INDENTURE dated as of August November 23, 20112021, is among Xxxxxx Nxxxxx Industries, Inc., Inc. a Delaware corporation (the “Company”), Xxxxxx Industries Ltd., a Bermuda exempted company the Guarantors (the “Guarantor”), as defined hereinafter) and Wilmington Trust, National Association, a national banking association, association 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 (as defined hereinafter) of $700,00,000 in aggregate principal amount of the Company’s 4.6257.375% Senior Priority Guaranteed Notes due 2021 2027 issued on the date hereof (the “Initial Securities”), the Holders of ) and (ii) any Additional Securities (as defined herein) issued hereafter and, if and when issued in exchange for by 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):Company hereafter: