THIS FOURTH SUPPLEMENTAL INDENTURE dated as of November 14, 2019 (this Supplemental Indenture), between National Oilwell Varco, Inc., a Delaware corporation (the Company or the Issuer), and Wells Fargo Bank, National Association (as successor trustee to U.S. Bank National Association), as trustee (the Trustee).
W I T N E S S E T H:
WHEREAS, the Issuer has entered into an Indenture, dated as of November 20, 2012 (the Original Indenture), with U.S. Bank National Association, as trustee (the Prior Trustee);
WHEREAS, the Issuer, Prior Trustee and Trustee entered into that certain Instrument of Resignation, Appointment and Acceptance, dated as of March 2, 2018, pursuant to which the Prior Trustee resigned as Security Registrar, Transfer Agent, Paying Agent and Security Custodian under the Original Indenture, and the Trustee accepted its appointment as Trustee, Security Registrar, Transfer Agent, Paying Agent and Security Custodian under the Original Indenture;
WHEREAS, the Original Indenture, as supplemented by this Supplemental Indenture, is herein called the Indenture;
WHEREAS, under Sections 201, 301 and 901 of the Original Indenture, the form and terms of a new series of Securities (as defined in the Original Indenture) may at any time be established by a supplemental indenture executed by the Issuer and the Trustee;
WHEREAS, the Issuer proposes to create under the Indenture a new series of Securities; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Issuer have been done or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
ESTABLISHMENT OF NEW SERIES
Section 1.01. Establishment of New Series.
(a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Issuers 3.600% Senior Notes due 2029 (the Notes).
(b) There are to be authenticated and delivered $500,000,000 principal amount of Notes on the Issue Date, and from time to time thereafter there may be authenticated and delivered an unlimited principal amount of Additional Notes.