Amending Agreement, dated July 29, 2021, by and among Nabors Drilling Canada Limited, Nabors Industries Ltd., and HSBC Canada Bank
CANADIAN AMENDING AGREEMENT
This CANADIAN AMENDING AGREEMENT (this “Canadian Amendment”) is dated as of July 29, 2021, among NABORS INDUSTRIES LTD., a Bermuda exempted company (“Holdings”), NABORS DRILLING CANADA LIMITED, an Alberta Corporation (“Canadian Borrower”), and HSBC BANK CANADA, as the Canadian Lender (the “Canadian Lender”) and as the Canadian Issuing Bank (the “Canadian Issuing Bank”).
WHEREAS the Canadian Borrower, Holdings and the Canadian Lender, among others, are parties to that certain Credit Agreement dated as of October 11, 2018 (as amended by Amendment No. 1 to Credit Agreement, dated as of October 25, 2019, as amended by Amendment No. 2 to Credit Agreement, dated as of December 13, 2019, as amended by Amendment No. 3 to Credit Agreement and Canadian Issuing Bank Joinder, dated as of March 3, 2020, as amended by Amendment No. 4 to Credit Agreement, dated as of September 24, 2020 and as further amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”); and
WHEREAS the Canadian Borrower has requested that the Canadian Lender and the Canadian Issuing Bank amend certain terms of the Credit Agreement as set forth herein; and
WHEREAS, the Canadian Borrower has provided written notice to the Canadian Lender of its election to terminate and permanently reduce the Canadian Commitments in accordance with Sections 2.08(b)(ii) and 2.08(c) of the Credit Agreement; and
WHEREAS, the Canadian Borrower has provided written notice to the Canadian Issuing Bank of its election to terminate its rights to request the issuance of Canadian Letters of Credit; and
WHEREAS Section 14.02(d) of the Credit Agreement permits an amendment to any Existing Canadian Provision with the consent of Holdings, the Canadian Borrower and the Canadian Lender.
NOW, THEREFORE, the parties hereto agree as follows:
. Capitalized terms used but not otherwise defined in this Canadian Amendment shall have the meaning given to such terms in the Credit Agreement, as amended hereby (the “Amended Credit Agreement”).
The parties hereto hereby acknowledge and agree that HSBC Bank Canada as Canadian Lender and Canadian Issuing Bank (collectively, the “Exiting Lender”) is a party to and is executing this Canadian Amendment solely in its capacity as exiting Canadian Lender and exiting Canadian Issuing Bank (for the purposes of this sentence only, as such terms are defined in the Credit Agreement prior to giving effect to the provisions of this Canadian Amendment) and that the Exiting Lender is released and forever discharged in full from all of its liabilities and obligations as the Canadian Lender and Canadian Issuing Bank (as defined in the Credit Agreement prior to giving effect to the provisions of this Canadian Amendment) except for any such liabilities or obligations that expressly survive the repayment of the Canadian Obligations or termination of the Credit Agreement. Each of the parties hereto acknowledges that the Exiting Lender will no longer be a Canadian Lender or Canadian Issuing Bank under the
Amended Credit Agreement and each of the parties hereto agrees that notwithstanding any term or condition contained in any Loan Document, but subject to the first sentence of this Section 2, the Exiting Lender shall not be required to execute any further amendments, waivers, acceptances or consents to this Canadian Amendment or any other Loan Documents.
This Canadian Amendment shall become effective upon satisfaction of all of the following conditions precedent (the date of such satisfaction, the “Canadian Amendment Effective Date”):
. Each of Holdings and the Canadian Borrower hereby ratifies, confirms, acknowledges and agrees that its obligations under the Amended Credit Agreement, as applicable, are and remain in full force and effect, including its obligations under Section 14.03 thereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Canadian Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
NABORS DRILLING CANADA LIMITED, as Canadian Borrower
NABORS INDUSTRIES LTD., as Holdings
By:/s/Mark D. Andrews
Name:Mark D. Andrews
HSBC BANK CANADA, as the Exiting Lender
Title:Vice President, Energy Financing
Title:AVP, Energy Finance