Common use of Limitations on Subsidiary Debt Clause in Contracts

Limitations on Subsidiary Debt. (a) For so long as any Securities are outstanding, Nabors Bermuda will not permit any of its Subsidiaries to incur, directly or indirectly, any Debt other than: (i) existing Debt of a Subsidiary of Nabors Bermuda outstanding on the date of issuance of the Securities (other than Debt described in clauses (vii)(A), (viii) or (xiv) of this Section 3.11(a)); (ii) intercompany loans and advances between or among Nabors Bermuda and its Subsidiaries; provided that (a) if the obligor on such intercompany loan or advance is a Guarantor, then such Debt must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Guarantee of such Guarantor; and (b) (i) any subsequent issuance or transfer of Capital Stock that results in any such Debt being held by a Person other than Nabors Bermuda or a Subsidiary of Nabors Bermuda and (ii) any sale or other transfer of any such Debt to a Person that is not Nabors Bermuda or a Subsidiary of Nabors Bermuda, will be deemed, in each case, to constitute an incurrence of such Debt by such Subsidiary that was not permitted by this clause (2); provided further that (x) notwithstanding the foregoing, the Guarantors may owe such Debt to Nabors Bermuda or any such Subsidiary up to an aggregate principal amount at any one time outstanding under this clause (ii) of $100,000,000 that is not subject to such subordination terms and (y) that any such standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect of such intercompany indebtedness as long as no Event of Default shall have occurred and be continuing; (iii) Debt under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements; (iv) Debt (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds;

Limitations on Subsidiary Debt. (aA) For so long as any Securities are outstanding, Nabors Bermuda The Company will not at any time permit any of its Subsidiaries Consolidated Subsidiary to create, incur, directly issue, guarantee, assume or indirectly, suffer to exist any Debt other than: if, immediately after giving effect thereto, the aggregate outstanding amount of Debt (idetermined at that time) existing Debt of a Subsidiary of Nabors Bermuda outstanding on the date of issuance of the Securities all Consolidated Subsidiaries (other than Debt described owed to the Company or one or more other Consolidated Subsidiaries) would exceed 20% of Consolidated Net Worth (calculated as of the last day of the most recently ended Fiscal Quarter). (B) Subsection (A) above shall not prevent (i) a Consolidated Subsidiary from creating, incurring, issuing, guaranteeing or assuming Debt for the purpose of extending, renewing or Refunding an equal or greater principal amount of Debt then outstanding of such Consolidated Subsidiary; provided, that subsection (A) shall apply to the extent that the aggregate principal amount of any such extending, renewing or Refunding Debt exceeds the aggregate principal amount of the Debt being extended, renewed or refunded, or (ii) the creation, incurrence, issuance, guarantee or assumption of Debt owed to or owned by the Company or a Consolidated Subsidiary. For purposes of this subsection (B) and Section 5.02(B), Debt (whether constituting Debt of the Company or of any Subsidiary) is deemed to be for the purpose of "REFUNDING" other Debt if and to the extent that (i) no later than five (5) Domestic Business Days after the refunding Debt is incurred, the Company delivers to the Agent written notice stating that the purpose of such Debt is to refund outstanding Debt and specifying the Debt to be refunded, (ii) the proceeds of such refunding Debt are held in clauses the form of cash or High Quality Investments (vii)(Afree of any Lien except a Lien securing the specified Debt to be refunded) until such specified Debt is repaid and (iii) such specified Debt to be refunded is repaid within forty-five (45) days after the refunding Debt is incurred; it being understood and agreed that (x) upon repayment of the specified Debt with proceeds of the refunding Debt, the refunding Debt shall constitute Consolidated Debt for the purposes of Section 5.02(B), and (y) to the extent that the specified Debt is not so repaid within forty-five (45) days after the refunding Debt is originally incurred, the refunding Debt shall constitute Consolidated Debt for purposes of Section 5.02(B) and shall be deemed to be incurred as Debt for the purposes of Section 5.03(A) on the forty-sixth (46th) day after such original incurrence. (C) For purposes of the limitations provided in, and computations under, Section 5.03(A), (viiii) when an entity becomes a Consolidated Subsidiary it shall be deemed to create at such time all the Debt it has outstanding immediately after such time (provided that, if after giving effect to this clause (i), the aggregate outstanding amount of Debt of all Consolidated Subsidiaries (other than Debt owed to the Company or one or more other Consolidated Subsidiaries) would be greater than 20% but less than 60% of Consolidated Net Worth, this clause (xivi) of this Section 3.11(ashall not apply at the time such entity becomes a Consolidated Subsidiary, but such entity shall be deemed to create on the 15th day after it becomes a Consolidated Subsidiary all the Debt it has outstanding on such 15th day)); , (ii) intercompany loans and advances between or among Nabors Bermuda and its Subsidiaries; provided that the disposition (a) if the obligor on such intercompany loan or advance is a Guarantor, then such Debt must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Guarantee of such Guarantor; and (b) (i) any subsequent issuance or transfer of Capital Stock that results in any such Debt being held by a Person other than Nabors Bermuda to a Consolidated Subsidiary or the Company) by the Company or a Subsidiary of Nabors Bermuda and (ii) any sale or other transfer capital stock of any such Consolidated Subsidiary which holds Debt to a Person that is not Nabors Bermuda or owed by any other Consolidated Subsidiary so that the disposed Consolidated Subsidiary ceases to be a Consolidated Subsidiary of Nabors Bermuda, will after such disposition shall be deemed, in each case, to constitute an incurrence deemed the creation of such Debt by such Subsidiary that was not permitted by this clause (2); provided further that (x) notwithstanding the foregoingDebt, the Guarantors may owe such Debt to Nabors Bermuda or any such Subsidiary up to an aggregate principal amount at any one time outstanding under this clause (ii) of $100,000,000 that is not subject to such subordination terms and (y) that any such standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect of such intercompany indebtedness as long as no Event of Default shall have occurred and be continuing; (iii) Debt under any Interest Rate Protection Agreements the disposition (other than to a Consolidated Subsidiary or the Company) by the Company or any Currency Rate Protection Agreements; (iv) Consolidated Subsidiary of its right to repayment of Debt (i) under unsecured lines that is owing by any Consolidated Subsidiary shall be deemed the creation of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds;such Debt.

Limitations on Subsidiary Debt. No Borrower will permit any Subsidiary of the Borrower to contract, create, incur, assume or permit to exist any Debt, except: (a) For so long Debt arising under this Agreement and the other Loan Documents; (b) Debt existing as any Securities are outstanding, Nabors Bermuda will of the Closing Date in an outstanding principal amount not permit any in excess of its Subsidiaries to incur, directly or indirectly, any Debt other than: (i) existing Debt $25,000,000 in respect of any individual Subsidiary or (ii) $50,000,000 in the aggregate for all Subsidiaries (and any renewals, refinancings or extensions thereof in a Subsidiary principal amount not in excess of Nabors Bermuda that outstanding on as of the date of issuance of the Securities (such renewal, refinancing or extension except by an amount equal to any premium or other than Debt described amount paid, and fees and expenses incurred, in clauses (vii)(A)connection with such renewal, (viii) extension or (xiv) of this Section 3.11(a)refinancing); (iic) intercompany loans Capital Lease obligations and advances between Debt incurred, in each case, to provide all or among Nabors Bermuda a portion of the purchase price or costs of construction of an asset or, in the case of a Sale and Leaseback Transaction, to finance the value of such asset owned by the Borrower or any of its Subsidiaries; provided that (ai) if the obligor on such intercompany loan or advance is a Guarantor, then such Debt must when incurred shall not exceed the purchase price or cost of construction of such asset or, in the case of a Sale and Leaseback Transaction, the fair market value of such asset and any transaction costs directly related thereto, (ii) no such Debt shall be expressly subordinated refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, and (iii) the aggregate principal amount of all such Debt shall not exceed $200,000,000 at any time outstanding; (d) intercompany Debt owed by any Subsidiary of the Borrower to the prior payment in full in cash Borrower or any other Subsidiary of all obligations with respect the Borrower; (e) Debt and Obligations owing under Hedging Agreements relating to the Guarantee Loans hereunder and other Hedging Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (f) Permitted Receivables Financing IndebtednessDebt; (g) Debt of such Guarantor; the types described in clause (j) of the definition of Debt which is incurred in the ordinary course of business in connection with (i) the sale or purchase of goods, (ii) to assure performance by the Borrower or any of its Subsidiaries of their respective service contracts, bids, surety and appeal bonds, performance bonds and obligations of a like nature, operating leases, obligations to a utility or a governmental entity, or worker’s compensation obligations, or (b)iii) other obligations that do not constitute Debt; (h) Support Obligations of Debt of the Borrower or Debt otherwise permitted under this Section 8.03; (i) other Debt of the Subsidiaries at any subsequent issuance or transfer of Capital Stock that results in time outstanding which, when combined with (A) any such Debt being held by a Person other than Nabors Bermuda or a Subsidiary of Nabors Bermuda then outstanding under Section 8.02(r) and (iiB) any sale or other transfer of any such Debt to a Person that is all Subsidiary Cybersecurity Obligations not Nabors Bermuda or a Subsidiary of Nabors Bermuda, will be deemedconstituting Pari Cybersecurity Obligations, in each casethe aggregate does not exceed 30% of Consolidated Net Tangible Assets, to constitute an measured as of the date of the incurrence of such Debt; (j) Debt by such Subsidiary that was not permitted by this clause (2); provided further that (x) notwithstanding of the foregoing, the Guarantors may owe such Debt to Nabors Bermuda or any such Subsidiary up to Veda Entities in an aggregate principal amount outstanding not to exceed at any one time outstanding under this clause AUD $300,000,000; (iik) Debt of $100,000,000 any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged, amalgamated or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the Closing Date, or Debt of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition not subject to prohibited hereunder, provided that such subordination terms and Debt exists at the time such Person becomes a Subsidiary (yor is so merged, amalgamated or consolidated) that any such standalone subordination or intercreditor agreement or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger, amalgamation or consolidation) or such assets being acquired, and any renewals, extensions and refinancings thereof, provided that the principal amount of such Debt is not increased at the time of such renewal, extension or refinancing thereof except by an amount equal to any premium or other arrangement shall permit payments amount paid, and fees and expenses incurred, in connection with such renewal, extension or refinancing; (l) Debt in respect of such intercompany indebtedness as long as no Event netting services, overdraft protections and otherwise arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of Default shall have occurred and be continuingfunds, overdraft or any similar services, in each case in the ordinary course of business; (iiim) Debt under in the form of purchase price adjustments and earn-outs incurred in connection with any Interest Rate Protection Agreements acquisition or any Currency Rate Protection Agreements;joint venture investment not prohibited hereunder; and (ivn) Debt (i) under unsecured lines owing to any insurance company in connection with the financing of credit for overdrafts or for working capital purposes insurance premiums permitted by such insurance company in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person ordinary course of a check, draft or similar instrument inadvertently drawing against insufficient funds;business.

Limitations on Subsidiary Debt. (a) For so long as any Securities are outstanding, Nabors Bermuda The Company will not at any time permit any of its Subsidiaries Consolidated Subsidiary to create, incur, directly issue, guarantee, assume or indirectly, suffer to exist any Debt other than: if, immediately after giving effect thereto, the aggregate outstanding amount of Debt (idetermined at that time) existing Debt of a Subsidiary of Nabors Bermuda outstanding on the date of issuance of the Securities all Consolidated Subsidiaries (other than Debt described in clauses (vii)(A), (viii) or (xiv) of this Section 3.11(a)); (ii) intercompany loans and advances between or among Nabors Bermuda and its Subsidiaries; provided that (a) if the obligor on such intercompany loan or advance is a Guarantor, then such Debt must be expressly subordinated owed to the prior payment in full in cash Company or one or more other Consolidated Subsidiaries) would exceed the greater of all obligations with respect to the Guarantee of such Guarantor; and (b) (i) any subsequent issuance or transfer 20% of Capital Stock that results in any such Debt being held by a Person other than Nabors Bermuda or a Subsidiary Consolidated Net Worth (calculated as of Nabors Bermuda the last day of the most recently ended Fiscal Quarter) and (ii) any sale $200,000,000. (b) Subsection (a) above shall not prevent (i) a Consolidated Subsidiary from creating, incurring, issuing, guaranteeing or other transfer assuming Debt for the purpose of extending, renewing or Refunding an equal or greater principal amount of Debt then outstanding of such Consolidated Subsidiary; provided , that subsection (a) shall apply to the extent that the aggregate principal amount of any such extending, renewing or Refunding Debt exceeds the aggregate principal amount of the Debt being extended, renewed or refunded, or (ii) the creation, incurrence, issuance, guarantee or assumption of Debt owed to or owned by the Company or a Consolidated Subsidiary. For purposes of 5.08, Debt of a Person (herein defined as “Refunding Debt”) is deemed to be for the purpose of “Refunding” other Debt of such Person if and to the extent that (i) no later than five (5) Business Days after the Refunding Debt is not Nabors Bermuda or a Subsidiary of Nabors Bermudaincurred, will be deemed, in each case, the Company delivers to constitute an incurrence the Administrative Agent written notice stating that the purpose of such Debt by such Subsidiary that was not permitted by this clause (2); provided further that (x) notwithstanding is to refund outstanding Debt and specifying the foregoing, the Guarantors may owe such Debt to Nabors Bermuda or any such Subsidiary up to an aggregate principal amount at any one time outstanding under this clause be refunded, (ii) of $100,000,000 that is not subject to such subordination terms and (y) that any such standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect the proceeds of such intercompany indebtedness as long as no Event Refunding Debt are held in the form of Default shall have occurred cash or Permitted Cash Equivalent Investments (free of any Lien except a Lien securing the specified Debt to be refunded) until such specified Debt is repaid and be continuing; (iii) such specified Debt under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements; to be refunded is repaid within one hundred fifty (iv150) days after the Refunding Debt is incurred; it being understood and agreed that to the extent that the specified Debt is not so repaid within one hundred fifty (i150) under unsecured lines days after the Refunding Debt is originally incurred, the Refunding Debt shall be deemed to be incurred as Debt for the purposes of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and Section 5.08(a) on the one hundred fifty-first (ii151 st ) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds;day after such original incurrence.

Limitations on Subsidiary Debt. (a) For so long as any Securities are outstanding, Nabors Bermuda The Company will not at any time permit any of its Subsidiaries Consolidated Subsidiary to create, incur, directly issue, guarantee, assume or indirectly, suffer to exist any Debt other than: if, immediately after giving effect thereto, the aggregate outstanding amount of Debt (idetermined at that time) existing Debt of a Subsidiary of Nabors Bermuda outstanding on the date of issuance of the Securities all Consolidated Subsidiaries (other than Debt described in clauses owed to the Company or one or more other Consolidated Subsidiaries) would exceed the sum of (vii)(A), i) 20% of Consolidated Net Worth (viiicalculated as of the last day of the most recently ended Fiscal Quarter) or (xiv) of this Section 3.11(a)); plus (ii) intercompany loans and advances between or among Nabors Bermuda and its the Debt Credit applicable to the Consolidated Subsidiaries; provided that . (b) Subsection (a) if the obligor on such intercompany loan or advance is a Guarantor, then such Debt must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Guarantee of such Guarantor; and (b) above shall not prevent (i) any subsequent issuance a Consolidated Subsidiary from creating, incurring, issuing, guaranteeing or transfer assuming Debt for the purpose of Capital Stock extending, renewing or Refunding an equal or greater principal amount of Debt then outstanding of such Consolidated Subsidiary; provided, that results in subsection (a) shall apply to the extent that the aggregate principal amount of any such extending, renewing or Refunding Debt exceeds the aggregate principal amount of the Debt being held by a Person other than Nabors Bermuda extended, renewed or a Subsidiary of Nabors Bermuda and refunded, or (ii) any sale the creation, incurrence, issuance, guarantee or other transfer assumption of Debt owed to or owned by the Company or a Consolidated Subsidiary. For purposes of Section 5.07 or 5.08, as the case may be, Debt of a Person (whether constituting Debt of the Company or of any Subsidiary, as applicable, herein defined as “Refunding Debt”) is deemed to be for the purpose of “Refunding” other Debt of such Person if and to the extent that (i) no later than five (5) Business Days after the Refunding Debt is incurred, the Company delivers to a Person the Administrative Agent written notice stating that is not Nabors Bermuda or a Subsidiary of Nabors Bermuda, will be deemed, in each case, to constitute an incurrence the purpose of such Debt by is to refund outstanding Debt and specifying the Debt to be refunded, (ii) the proceeds of such Subsidiary that was not permitted by this clause Refunding Debt are held in the form of cash or Permitted Investments (2)free of any Lien except a Lien securing the specified Debt to be refunded) until such specified Debt is repaid and (iii) such specified Debt to be refunded is repaid within one hundred fifty (150) days after the Refunding Debt is incurred; provided further it being understood and agreed that (x) notwithstanding upon repayment of the foregoingspecified Debt with proceeds of the Refunding Debt, the Guarantors may owe such Refunding Debt to Nabors Bermuda or any such Subsidiary up to an aggregate principal amount at any one time outstanding under this clause (ii) shall constitute Consolidated Debt for the purposes of $100,000,000 that is not subject to such subordination terms Section 5.07(b), and (y) to the extent that any the specified Debt is not so repaid within one hundred fifty (150) days after the Refunding Debt is originally incurred, the Refunding Debt shall constitute 262657 Consolidated Debt for purposes of Section 5.07(b) and shall be deemed to be incurred as Debt for the purposes of Section 5.08(a) on the one hundred fifty-first (151st) day after such standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect of such intercompany indebtedness as long as no Event of Default shall have occurred and be continuing; (iii) Debt under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements; (iv) Debt (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds;original incurrence.

Limitations on Subsidiary Debt. (a) For so long as any Securities are outstanding, Nabors Bermuda The Company will not at any time permit any of its Subsidiaries Consolidated Subsidiary to create, incur, directly issue, guarantee, assume or indirectly, suffer to exist any Debt other than: if, immediately after giving effect thereto, the aggregate outstanding amount of Debt (idetermined at that time) existing Debt of a Subsidiary of Nabors Bermuda outstanding on the date of issuance of the Securities all Consolidated Subsidiaries (other than Debt described in clauses (vii)(A), (viii) or (xiv) of this Section 3.11(a)); (ii) intercompany loans and advances between or among Nabors Bermuda and its Subsidiaries; provided that (a) if the obligor on such intercompany loan or advance is a Guarantor, then such Debt must be expressly subordinated owed to the prior payment in full in cash Company or one or more other Consolidated Subsidiaries) would exceed the greater of all obligations with respect to the Guarantee of such Guarantor; and (b) (i) any subsequent issuance or transfer 20% of Capital Stock that results in any such Debt being held by a Person other than Nabors Bermuda or a Subsidiary Consolidated Net Worth (calculated as of Nabors Bermuda the last day of the most recently ended Fiscal Quarter) and (ii) any sale $200,000,000. (b) Subsection (a) above shall not prevent (i) a Consolidated Subsidiary from creating, incurring, issuing, guaranteeing or other transfer assuming Debt for the purpose of extending, renewing or Refunding an equal or greater principal amount of Debt then outstanding of such Consolidated Subsidiary; provided, that subsection (a) shall apply to the extent that the aggregate principal amount of any such extending, renewing or Refunding Debt exceeds the aggregate principal amount of the Debt being extended, renewed or refunded, or (ii) the creation, incurrence, issuance, guarantee or assumption of Debt owed to or owned by the Company or a Consolidated Subsidiary. For purposes of 5.08, Debt of a Person (herein defined as “Refunding Debt”) is deemed to be for the purpose of “Refunding” other Debt of such Person if and to the extent that (i) no later than five (5) Business Days after the Refunding Debt is not Nabors Bermuda or a Subsidiary of Nabors Bermudaincurred, will be deemed, in each case, the Company delivers to constitute an incurrence the Administrative Agent written notice stating that the purpose of such Debt by such Subsidiary that was not permitted by this clause (2); provided further that (x) notwithstanding is to refund outstanding Debt and specifying the foregoing, the Guarantors may owe such Debt to Nabors Bermuda or any such Subsidiary up to an aggregate principal amount at any one time outstanding under this clause be refunded, (ii) of $100,000,000 that is not subject to such subordination terms and (y) that any such standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect the proceeds of such intercompany indebtedness as long as no Event Refunding Debt are held in the form of Default shall have occurred cash or Permitted Cash Equivalent Investments (free of any Lien except a Lien securing the specified Debt to be refunded) until such specified Debt is repaid and be continuing; (iii) such specified Debt under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements; to be refunded is repaid within one hundred fifty (iv150) days after the Refunding Debt is incurred; it being understood and agreed that to the extent that the specified Debt is not so repaid within one hundred fifty (i150) under unsecured lines days after the Refunding Debt is originally incurred, the Refunding Debt shall be deemed to be incurred as Debt for the purposes of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and Section 5.08(a) on the one hundred fifty-first (ii151st) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds;day after such original incurrence.

Limitations on Subsidiary Debt. (a) For so long as any Securities are outstanding, Nabors Bermuda The Company will not at any time permit any of its Subsidiaries Consolidated Subsidiary to create, incur, directly issue, guarantee, assume or indirectly, suffer to exist any Debt other than: if, immediately after giving effect thereto, the aggregate outstanding amount of Debt (idetermined at that time) existing Debt of a Subsidiary of Nabors Bermuda outstanding on the date of issuance of the Securities all Consolidated Subsidiaries (other than Debt described in clauses owed to the Company or one or more other Consolidated Subsidiaries) would exceed the sum of (vii)(A), i) 20% of Consolidated Net Worth (viiicalculated as of the last day of the most recently ended Fiscal Quarter) or (xiv) of this Section 3.11(a)); plus (ii) intercompany loans and advances between or among Nabors Bermuda and its the Debt Credit applicable to the Consolidated Subsidiaries; provided that . (b) Subsection (a) if the obligor on such intercompany loan or advance is a Guarantor, then such Debt must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Guarantee of such Guarantor; and (b) above shall not prevent (i) any subsequent issuance a Consolidated Subsidiary from creating, incurring, issuing, guaranteeing or transfer assuming Debt for the purpose of Capital Stock extending, renewing or Refunding an equal or greater principal amount of Debt then outstanding of such Consolidated Subsidiary; provided, that results in subsection (a) shall apply to the extent that the aggregate principal amount of any such extending, renewing or Refunding Debt exceeds the aggregate principal amount of the Debt being held by a Person other than Nabors Bermuda extended, renewed or a Subsidiary of Nabors Bermuda and refunded, or (ii) any sale the creation, incurrence, issuance, guarantee or other transfer assumption of Debt owed to or owned by the Company or a Consolidated Subsidiary. For purposes of Section 5.07 or 5.08, as the case may be, Debt of a Person (whether constituting Debt of the Company or of any Subsidiary, as applicable, herein defined as “Refunding Debt”) is deemed to be for the purpose of “Refunding” other Debt of such Person if and to the extent that (i) no later than five (5) Business Days after the Refunding Debt is incurred, the Company delivers to a Person the Administrative Agent written notice stating that is not Nabors Bermuda or a Subsidiary of Nabors Bermuda, will be deemed, in each case, to constitute an incurrence the purpose of such Debt by is to refund outstanding Debt and specifying the Debt to be refunded, (ii) the proceeds of such Subsidiary that was not permitted by this clause Refunding Debt are held in the form of cash or Permitted Investments (2)free of any Lien except a Lien securing the specified Debt to be refunded) until such specified Debt is repaid and (iii) such specified Debt to be refunded is repaid within one hundred fifty (150) days after the Refunding Debt is incurred; provided further it being understood and agreed that (x) notwithstanding upon repayment of the foregoingspecified Debt with proceeds of the Refunding Debt, the Guarantors may owe such Refunding Debt to Nabors Bermuda or any such Subsidiary up to an aggregate principal amount at any one time outstanding under this clause (ii) shall constitute Consolidated Debt for the purposes of $100,000,000 that is not subject to such subordination terms Section 5.07(b), and (y) to the extent that any the specified Debt is not so repaid within one hundred fifty (150) days after the Refunding Debt is originally incurred, the Refunding Debt shall constitute Consolidated Debt for purposes of Section 5.07(b) and shall be deemed to be incurred as Debt for the purposes of Section 5.08(a) on the one hundred fifty-first (151st) day after such standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect of such intercompany indebtedness as long as no Event of Default shall have occurred and be continuing; (iii) Debt under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements; (iv) Debt (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds;original incurrence.

Limitations on Subsidiary Debt. (a) For so long as any Securities are outstanding, Nabors Bermuda The Company will not at any time permit any Subsidiary (including, in the case of its Subsidiaries any Qualified Receivables Transaction, any Person to incurwhom any accounts or notes receivable and rights related thereto have been sold, conveyed or transferred) to, directly or indirectly, create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable with respect to, any Debt other than: (ia) existing Debt of a Subsidiary of Nabors Bermuda outstanding on owed to the date of issuance of the Securities (other than Debt described in clauses (vii)(A), (viii) Company or (xiv) of this Section 3.11(a))a Wholly-Owned Subsidiary; (iib) intercompany loans Debt of Subsidiaries outstanding as of the date hereof and advances between described on Schedule 5.15 hereto, provided that such Debt may be extended, renewed, refunded or among Nabors Bermuda and its Subsidiaries; refinanced (without increase in principal amount) without regard to the limitations on this Section 10.2; (c) Debt of a Subsidiary outstanding at the time such Person becomes a Subsidiary provided that (ai) if the obligor on such intercompany loan or advance is a Guarantor, then such Debt must be expressly subordinated to shall not have been incurred in contemplation of the prior payment in full in cash of all obligations with respect to the Guarantee of such Guarantor; and (b) (i) any subsequent issuance or transfer of Capital Stock that results in any such Debt being held by Person becoming a Person other than Nabors Bermuda or a Subsidiary of Nabors Bermuda and Subsidiary, (ii) any sale or other transfer of any such Debt to a Person that is not Nabors Bermuda or a Subsidiary of Nabors Bermuda, will be deemed, in each case, to constitute an incurrence at the time of such Debt by such Subsidiary that was not permitted by this clause (2); provided further that (x) notwithstanding the foregoingacquisition and after giving effect thereto, the Guarantors may owe such Debt to Nabors Bermuda no Default or any such Subsidiary up to an aggregate principal amount at any one time outstanding under this clause (ii) of $100,000,000 that is not subject to such subordination terms and (y) that any such standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect of such intercompany indebtedness as long as no Event of Default shall have occurred exist, and provided further that such Debt may not be continuingextended, renewed or refunded except as otherwise permitted by this Agreement; (iiid) Debt under any Interest Rate Protection Agreements consisting of unsecured Guaranties of Subsidiary Guarantors of Debt of the Company or any Currency Rate Protection Agreementsanother Subsidiary; (ive) Receivables Transaction Attributable Indebtedness in connection with Qualified Receivables Transactions; and (f) Debt of a Subsidiary in addition to that otherwise permitted by the foregoing provisions of this Section 10.2, provided that the sum (without duplication) of (i) under unsecured lines the total amount of credit for overdrafts or for working capital purposes in foreign countries with financial institutionsall Debt incurred pursuant to this clause (f), and plus (ii) arising from Consolidated Total Debt of the honoring Company secured by a bank Liens permitted by Section 10.4(k), would not in the aggregate at any time exceed the greater of (1) $100,000,000 or other Person (2) 20% of a check, draft or similar instrument inadvertently drawing against insufficient funds;Consolidated Net Worth.

Limitations on Subsidiary Debt. (a) For so long as any Securities are outstanding, Nabors Bermuda will not permit any of its Subsidiaries to incur, directly or indirectly, any Debt other than: (i) existing Debt of a Subsidiary of Nabors Bermuda outstanding on the date of issuance of the Securities (other than Debt described in clauses (vii)(A), (viii) or (xiv) of this Section 3.11(a)); (ii) intercompany loans and advances between or among Nabors Bermuda and its Subsidiaries; provided that (a) if the obligor on such intercompany loan or advance is a Guarantor, then such Debt must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Guarantee of such Guarantor; and (b) (i) any subsequent issuance or transfer of Capital Stock that results in any such Debt being held by a Person other than Nabors Bermuda or a Subsidiary of Nabors Bermuda and (ii) any sale or other transfer of any such Debt to a Person that is not Nabors Bermuda or a Subsidiary of Nabors Bermuda, will be deemed, in each case, to constitute an incurrence of such Debt by such Subsidiary that was not permitted by this clause (2); provided further that (x) notwithstanding the foregoing, the Guarantors may owe such Debt to Nabors Bermuda or any such Subsidiary up to an aggregate principal amount at any one time outstanding under this clause (ii) of $100,000,000 that is not subject to such subordination terms and (y) that any such standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect of such intercompany indebtedness as long as no Event of Default shall have occurred and be continuing; (iii) Debt under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements; (iv) Debt (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds; (v) Debt of a Person existing at the time such Person becomes a Subsidiary of Nabors Bermuda or is merged, consolidated or amalgamated with or into Nabors Bermuda or any Subsidiary of Nabors Bermuda; provided that any such Debt was not incurred in contemplation of any such transaction; (vi) Debt of any Guarantor that is subordinate in right of payment to the Guarantee of such Guarantor; (vii) (A) Debt in an aggregate amount not to exceed $500.0 million represented by (i) the Securities and the Guarantees and (ii) other Debt having the same obligors as the Securities and the Guarantees and issued by the Company or Nabors Bermuda and (B) Junior Guaranteed Debt, including in each case any extension, renewal, refunding, replacement or refinancing (collectively, a “refinancing”) of such Debt incurred under this clause (vii), provided that after giving effect to any such refinancing, the principal amount of Debt incurred pursuant to clause (vii) (A) in the aggregate and at any time outstanding does not exceed $500.0 million and provided further that, for the avoidance of doubt, any refinancing of Debt incurred pursuant to this clause (vii)(A) has the same obligors as the Securities and the Guarantees and such Debt is issued or incurred by the Company or Nabors Bermuda; (viii) Debt incurred pursuant to Credit Facilities in an aggregate amount at any one time outstanding under this clause (viii) not to exceed an amount equal to (A) the greater of (i) $1.70 billion and (ii) 10.0% of Consolidated Net Tangible Assets, less (B) the total Aggregate Debt outstanding at the time of such incurrence (without double counting for Aggregate Debt incurred under this clause (viii)), measured at the time of incurrence of any such Debt and after giving effect to such incurrence, less (C) outstanding Debt incurred or described under clause (vii)(A) of this Section 3.11. (ix) Debt in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; (x) Debt, which may include purchase money Debt, capital lease or finance lease obligations or mortgage financings, incurred to finance the purchase, installation, construction, design or improvement, or capital lease or finance lease of assets (including equipment) or property (real or personal) (whether through the direct purchase of assets or the capital stock of any person owning such assets) and related taxes and transaction costs provided that (i) such Debt when incurred shall not exceed 85% of the purchase price of the asset(s) or person financed and all fees, premium, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, premium, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; (xi) Debt under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a financial or performance guaranty (other than as a guaranty of Debt for borrowed money); (xii) Debt under documentary credits issued in connection with the purchase of goods in the ordinary course of business; (xiii) Debt in respect of any Permitted Accounts Receivables Sales Facility; and (xiv) any refinancing of Debt incurred pursuant to the foregoing clauses (i), (v) and this clause (xiv), provided, that (i) such refinancing Debt will not exceed the principal amount of Debt so refinanced plus an amount necessary to pay fees and expenses, including premiums, related to such refinancing (ii) the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the Stated Maturity and (iii) such refinancing Debt and any guarantees thereof are incurred solely by the obligors and guarantors, if any, of the Debt so refinanced). Nabors Bermuda will not permit any of the Guarantors to incur, directly or indirectly, any Debt that is subordinated or junior in right of payment to other Debt of such Guarantor and senior in any respect in right of payment to the Guarantees of the Securities. Debt permitted by this Section 3.11(a) need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.11(a) permitting such Debt. In the event that an item of Debt meets the criteria of more than one of the types of Debt described in this Section 3.11(a), the Company will be permitted, in its sole discretion, to divide, classify or reclassify all or a portion of such item of Debt and only be required to include the amount of such Debt in one of such clauses. For the avoidance of doubt, the Receivables Purchase, the Receivables Sale Agreement, and related transaction documents do not constitute Debt. (b) This covenant shall not apply during such time as the Securities are rated Investment Grade by at least two of the three Rating Agencies and no Default or Event of Default has occurred and is continuing under this Indenture. The Trustee shall not have any obligation to monitor the ratings of the Securities.

Limitations on Subsidiary Debt. (a) For so long as any Securities are outstanding, Nabors Bermuda the Company will not permit any of its Subsidiaries to incur, directly or indirectly, any Debt other than: (i) existing Debt of a Subsidiary of Nabors Bermuda the Company outstanding on the date of issuance of the Securities (other than Debt described in clauses (vii)(A), (viii) or (xiv) of this Section 3.11(a)); (ii) intercompany loans and advances between or among Nabors Bermuda the Company and its Subsidiaries; provided that (a) if the obligor on such intercompany loan or advance is a Guarantor, then such Debt must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Guarantee of such Guarantor; and (b) (i) any subsequent issuance or transfer of Capital Stock that results in any such Debt being held by a Person other than Nabors Bermuda the Company or a Subsidiary of Nabors Bermuda the Company and (ii) any sale or other transfer of any such Debt to a Person that is not Nabors Bermuda the Company or a Subsidiary of Nabors Bermudathe Company, will be deemed, in each case, to constitute an incurrence of such Debt by such Subsidiary that was not permitted by this clause (2); provided further that (x) notwithstanding the foregoing, the Guarantors may owe such Debt to Nabors Bermuda the Company or any such Subsidiary up to an aggregate principal amount at any one time outstanding under this clause (ii) of $100,000,000 that is not subject to such subordination terms and (y) that any such standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect of such intercompany indebtedness as long as no Event of Default shall have occurred and be continuing; (iii) Debt under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements; (iv) Debt (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds;

Limitations on Subsidiary Debt. No Borrower will permit any Subsidiary of the Company to contract, create, incur, assume or permit to exist any Debt, except (a) For so long as any Securities are outstanding, Nabors Bermuda will not permit any of its Subsidiaries to incur, directly or indirectly, any Debt arising under this Agreement and the other than:Loan Documents; (ib) Debt existing as of the Closing Date as referenced on Schedule 6.1(p) (and renewals, refinancings or extensions thereof on terms and conditions no less favorable in any material respect to such Person than such existing Debt and in a principal amount not in excess of a Subsidiary that outstanding as of Nabors Bermuda outstanding on the date of issuance of the Securities (other than Debt described in clauses (vii)(A)such renewal, (viii) refinancing or (xiv) of this Section 3.11(a)extension); (iic) intercompany loans Capital Lease obligations and advances between or among Nabors Bermuda and its Subsidiaries; provided that (a) if the obligor on such intercompany loan or advance is a Guarantor, then such Debt must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Guarantee of such Guarantor; and (b) (i) any subsequent issuance or transfer of Capital Stock that results in any such Debt being held by a Person other than Nabors Bermuda or a Subsidiary of Nabors Bermuda and (ii) any sale or other transfer of any such Debt to a Person that is not Nabors Bermuda or a Subsidiary of Nabors Bermuda, will be deemedincurred, in each case, to constitute provide all or a portion of the purchase price or costs of construction of an asset or, in the case of a Sale and Leaseback Transaction, to finance the value of such asset owned by the Borrower or any of its Subsidiaries, provided that (i) such Debt when incurred shall not exceed the purchase price or cost of construction of such asset or, in the case of a Sale and Leaseback Transaction, the fair market value of such asset and any transaction costs directly related thereto, (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon (together with any accrued interest thereon and closing costs relating thereto) at the time of such refinancing, and (iii) the aggregate principal amount of all such Debt shall not exceed $200,000,000 at any time outstanding; (d) intercompany Debt owed by any Subsidiary of the Company to the Company or any other Subsidiary of the Company; (e) Debt and Obligations owing under Hedging Agreements relating to the Loans hereunder and other Hedging Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (f) Debt in connection with any Permitted Securitization Transaction; (g) Debt of the types described in clause (j) of the definition of Debt which is incurred in the ordinary course of business in connection with (i) the sale or purchase of goods, or (ii) to assure performance by the Company or any of its Subsidiaries of their respective service contracts, operating leases, obligations to a utility or a governmental entity, or worker’s compensation obligations; (h) Support Obligations of Debt of the Company or Debt otherwise permitted under this Section 9.3; and (i) other Debt of the Subsidiaries at any time outstanding which in the aggregate does not exceed 20% of Consolidated Net Tangible Assets, measured as of the date of the incurrence of such Debt by such Subsidiary that was not permitted by this clause (2); provided further that (x) notwithstanding the foregoing, the Guarantors may owe such Debt to Nabors Bermuda or any such Subsidiary up to an aggregate principal amount at any one time outstanding under this clause (ii) of $100,000,000 that is not subject to such subordination terms and (y) that any such standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect of such intercompany indebtedness as long as no Event of Default shall have occurred and be continuing; (iii) Debt under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements; (iv) Debt (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds;Debt.

Limitations on Subsidiary Debt. (a) For so long as any Securities are outstanding, Nabors Bermuda The Company will not at any time permit any Subsidiary (including, in the case of its Subsidiaries any Qualified Receivables Transaction, any Person to incurwhom any accounts or notes receivable and rights related thereto have been sold, conveyed or transferred) to, directly or indirectly, create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable with respect to, any Debt other than: (ia) existing Debt of a Subsidiary of Nabors Bermuda outstanding on owed to the date of issuance of the Securities (other than Debt described in clauses (vii)(A), (viii) Company or (xiv) of this Section 3.11(a))a Wholly-Owned Subsidiary; (iib) intercompany loans and advances between or among Nabors Bermuda and its Subsidiaries; provided that (a) if the obligor on such intercompany loan or advance is a Guarantor, then such Debt must be expressly subordinated to the prior payment consisting of unsecured Guaranties of Subsidiaries issued in full in cash favor of all obligations with respect to the Guarantee of such Guarantor; and (b) (i) any subsequent issuance or transfer the lenders pursuant to the terms of Capital Stock that results in any such Debt being held by a Person other than Nabors Bermuda or a Subsidiary of Nabors Bermuda the Credit Agreement and (ii) any sale or other transfer the holders of the Shelf Notes, provided that, in any such Debt to a Person that is not Nabors Bermuda or a Subsidiary of Nabors Bermuda, will be deemed, in each case, to constitute an incurrence of such Debt by such Subsidiary that was not permitted by this clause (2); provided further that (x) notwithstanding the foregoing, the Guarantors may owe such Debt to Nabors Bermuda or any each such Subsidiary up delivers an executed counterpart of the Subsidiary Guaranty to an aggregate principal amount at any one time outstanding under this clause (iithe holders of the Notes pursuant to the requirements of Sections 2.2(a) of $100,000,000 that is not subject to such subordination terms and 9.8, as applicable, and (y) that any such standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect the lenders which are beneficiaries of such intercompany indebtedness as long as no Event of Default shall have occurred and be continuingGuaranties are parties to the Intercreditor Agreement; (iiic) Receivables Transaction Attributable Indebtedness; and (d) Debt under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements; of a Subsidiary in addition to that otherwise permitted by the foregoing provisions of this Section 10.2, provided that the sum (ivwithout duplication) Debt of (i) under unsecured lines the total amount of credit for overdrafts or for working capital purposes in foreign countries with financial institutionsall Debt incurred pursuant to this clause (d), and plus (ii) arising from Consolidated Total Debt of the honoring Company secured by a bank Liens permitted by Section 10.3(j), would not in the aggregate at any time exceed the greater of (1) $100,000,000 or other Person (2) 20% of a check, draft or similar instrument inadvertently drawing against insufficient funds;Consolidated Adjusted Net Worth.

Limitations on Subsidiary Debt. (a) For so long as any Securities are outstanding, Nabors Bermuda The Company will not at any time permit any of its Subsidiaries Consolidated Subsidiary to create, incur, directly issue, guarantee, assume or indirectly, suffer to exist any Debt other than: if, immediately after giving effect thereto, the aggregate outstanding amount of Debt (idetermined at that time) existing Debt of a Subsidiary of Nabors Bermuda outstanding on the date of issuance of the Securities all Consolidated Subsidiaries (other than Debt described in clauses owed to the Company or one or more other Consolidated Subsidiaries) would exceed the sum of (vii)(A), i) 20% of Consolidated Net Worth (viiicalculated as of the last day of the most recently ended Fiscal Quarter) or (xiv) of this Section 3.11(a)); plus (ii) intercompany loans and advances between or among Nabors Bermuda and its the Debt Credit applicable to the Consolidated Subsidiaries; provided that . (b) Subsection (a) if above shall not prevent (i) a Consolidated Subsidiary from creating, incurring, issuing, guaranteeing or assuming Debt for the obligor on purpose of extending, renewing or Refunding an equal or greater principal amount of Debt then outstanding of such intercompany loan or advance is a GuarantorConsolidated Subsidiary; provided, then such Debt must be expressly subordinated that subsection (a) shall apply to the prior payment in full in cash extent that the aggregate principal amount of all obligations with respect any such extending, renewing or Refunding Debt exceeds the aggregate principal amount of the Debt being extended, renewed or refunded, or (ii) the creation, incurrence, issuance, guarantee or assumption of Debt owed to or owned by the Guarantee Company or a Consolidated Subsidiary. For purposes of such Guarantor; and this subsection (b) , Debt (whether constituting Debt of the Company or of any Subsidiary) is deemed to be for the purpose of “Refunding” other Debt if and to the extent that (i) any subsequent issuance or transfer no later than five (5) Business Days after the refunding Debt is incurred, the Company delivers to the Administrative Agent written notice stating that the purpose of Capital Stock that results in any such Debt being held by a Person other than Nabors Bermuda or a Subsidiary of Nabors Bermuda is to refund outstanding Debt and specifying the Debt to be refunded, (ii) any sale the proceeds of such refunding Debt are held in the form of cash or other transfer Permitted Investments (free of any such Lien except a Lien securing the specified Debt to a Person that be refunded) until such specified Debt is not Nabors Bermuda or a Subsidiary of Nabors Bermuda, will repaid and (iii) such specified Debt to be deemed, in each case, to constitute an incurrence of such refunded is repaid within forty-five (45) days after the refunding Debt by such Subsidiary that was not permitted by this clause (2)is incurred; provided further it being understood and agreed that (x) notwithstanding upon repayment of the foregoingspecified Debt with proceeds of the refunding Debt, the Guarantors may owe such refunding Debt to Nabors Bermuda or any such Subsidiary up to an aggregate principal amount at any one time outstanding under this clause (ii) shall constitute Consolidated Debt for the purposes of $100,000,000 that is not subject to such subordination terms Section 5.07(b), and (y) to the extent that any the specified Debt is not so repaid within forty-five (45) days after the refunding Debt is originally incurred, the refunding Debt shall constitute Consolidated Debt for purposes of Section 5.07(b) and shall be deemed to be incurred as Debt for the purposes of Section 5.08(a) on the forty-sixth (46th) day after such standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect of such intercompany indebtedness as long as no Event of Default shall have occurred and be continuing; (iii) Debt under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements; (iv) Debt (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds;original incurrence.