NABORS INDUSTRIES, INC.,



                                   as Issuer,



                                       and



                             NABORS INDUSTRIES LTD.,



                                  as Guarantor,





                             ZERO COUPON CONVERTIBLE



                           SENIOR DEBENTURES DUE 2021





                          FIRST SUPPLEMENTAL INDENTURE



                            DATED AS OF JUNE 21, 2002





                                 Bank One, N.A.,



                                   as Trustee





--------------------------------------------------------------------------------







<PAGE>









                  This FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental

Indenture"), dated as of June 21, 2002, is among Nabors Industries, Inc., a

Delaware corporation, as issuer (the "COMPANY"), Nabors Industries, Ltd., a

Bermuda exempted company, as guarantor (the "GUARANTOR"), and Bank One, N.A., a

national banking association, as trustee (the "TRUSTEE").



                             RECITALS OF THE COMPANY



                  WHEREAS, the Company and the Trustee entered into an

Indenture, dated as of June 20, 2000, as amended and supplemented by the First

Supplemental Indenture thereto, dated as of July 5, 2000 (as so amended and

supplemented, the "Indenture"), pursuant to which the Company issued

$1,381,200,000 in aggregate principal amount at maturity of Zero Coupon

Convertible Senior Debentures due 2021 (each a "Security", collectively the

"Securities");



                  WHEREAS, the Company is party to an Agreement and Plan of

Merger, dated as of January 2, 2002, by and among the Company, the Guarantor,

Nabors US Holdings Inc., a corporation duly organized and existing under the

laws of the State of Delaware (herein called "US Holdings") and Nabors

Acquisition Corp. VIII, a corporation duly organized and existing under the laws

of the State of Delaware (herein called "NAC8") (such agreement is herein called

the "Merger Agreement");



                  WHEREAS, US Holdings assigned all of its right, title and

interest, in, to and under the Merger Agreement to Nabors International Finance

Ltd., an exempted company duly organized and existing under the laws of the

Islands of Bermuda, and NAC8 assigned all of its right, title and interest, in,

to and under the Merger Agreement to Nabors Acquisition Corp. IX, a corporation

duly organized and existing under the laws of the State of Delaware (herein

called "NAC9");



                  WHEREAS, pursuant to the terms and conditions of the Merger

Agreement, the Company will merge with and into NAC9, with the Company being the

surviving corporation (herein called the "Merger" and the date on which the

Merger becomes effective by filing a Certificate of Merger with the Secretary of

State of the State of Delaware is herein called the "Merger Date");



                  WHEREAS, as a result of the Merger the Company will be an

indirect, wholly owned subsidiary of the Guarantor and each share of Common

Stock shall convert into the right to receive one common share, par value $.001

per share, of the Guarantor ("Guarantor Common Shares");



                  WHEREAS, pursuant to Section 11.14 of the Indenture, the

Company and the Guarantor desire to execute this First Supplemental Indenture to

provide, among other





<PAGE>



things, that each Security (as defined in the Indenture) shall, from and after

the Merger Date, be convertible into such number of Guarantor Common Shares as

would be received by a holder of a number of shares of Common Stock issuable

upon conversion of such Security immediately prior to the Merger;



                  WHEREAS, the Guarantor desires to issue a guarantee to the

Holders of the Securities as provided in this First Supplemental Indenture;



                  WHEREAS, Section 9.01(4) provides that the Company may enter

into one or more supplemental indentures without the written consent of any

Holders to make any change that does not adversely affect the right of any

Holder;



                  WHEREAS, the respective Board of Directors of the Company and

of the Guarantor (or a duly authorized committee thereof) has duly adopted

resolutions authorizing the Company and the Guarantor, respectively, to execute

and deliver this First Supplemental Indenture; and



                  WHEREAS, all the conditions and requirements necessary to make

this First Supplemental Indenture, when duly executed and delivered, a valid and

binding agreement in accordance with its terms for the purposes herein

expressed, have been performed and fulfilled.



         NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:



                  For and in consideration of the premises provided for herein

by the Holders thereof, it is mutually covenanted and agreed, for the equal and

proportionate benefit of all Holders of the Securities, as follows:



                                   ARTICLE 1



                             RELATION TO INDENTURE



         SECTION 1.1 RELATION TO INDENTURE.



         This First Supplemental Indenture constitutes an integral part of the

Indenture.



         SECTION 1.2 DEFINITIONS.



         For all purposes of this First Supplemental Indenture, except as

expressly provided for or unless the context otherwise requires:





                                       2



<PAGE>



                  (1) Capitalized terms used but not defined in this First

Supplemental Indenture shall have the respective meanings assigned to them in

the Indenture; and



                  (2) All references in this First Supplemental Indenture to

Articles and Sections, unless otherwise specified, refer to the corresponding

Articles and Sections of this First Supplemental Indenture.



                  "Guarantor" means Nabors Industries Ltd., an exempted company

duly organized and existing under the laws of the Islands of Bermuda.



                  "Guarantee" means any of the unconditional and unsubordinated

guarantees by the Guarantor of the due and punctual payment of Principal Amount,

Issue Price, accrued Original Discount, Redemption Price, Purchase Price,

Fundamental Change Purchase Price, Liquidated Damages, if any, and interest, if

any on the Securities and all other obligations of the Company pursuant to this

Indenture when and as the same shall become due and payable, whether at stated

maturity, by acceleration, call for redemption, upon a repurchase date or

otherwise in accordance with the terms of the Securities and this Indenture.



         SECTION 1.3 AMENDMENT OF DEFINITIONS IN THE INDENTURE.



         The following definitions in the Indenture are hereby amended by

deleting such definitions in their entirety and substituting in place thereof

the following:



                  "BOARD OF DIRECTORS" means either the board of directors of

         each of the Company and the Guarantor or any duly authorized committee

         of such board.



                  "COMMON STOCK" means any stock of any class of the Guarantor

         which has no preference in respect of dividends or of amounts payable

         in the event of a voluntary or involuntary liquidation, dissolution or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC