<PAGE>
                                                                     EXHIBIT 4.4


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

                            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
         winding up of the Guarantor and which is not subject to redemption by
         the Guarantor. Subject to the provisions of Section 11.14 hereof,
         however, shares issuable upon conversion of the Securities shall
         include only Common Shares, par value $.001 per share, of the Guarantor
         as such shares exist on the date of this Indenture or on the date of
         any Supplemental Indenture hereto or shares of any class or classes
         resulting from any reclassification or reclassifications thereof and
         which have no preference in respect of dividends or of amounts payable
         in the event of any voluntary or involuntary liquidation, dissolution
         or winding up of the Guarantor and which are not subject to redemption
         by the Guarantor; PROVIDED that if at any time there shall be more than
         one such resulting class, the shares of each such class then so
         issuable pursuant to the terms hereof shall be substantially in the
         proportion which the total number of shares of


                                       3

<PAGE>

         such class resulting from all such reclassifications bears to the total
         number of shares of all such classes resulting from all such
         reclassifications.

                  "OFFICER" means the Chairman of the Board, any Vice Chairman,
         the President, any Vice President, the Treasurer or the Secretary or
         any Assistant Secretary of the Company or the Guarantor, as applicable.

                  "OFFICERS' CERTIFICATE" means a written certificate containing
         the information specified in Sections 13.04 and 13.05, signed in the
         name of the Company or the Guarantor, as applicable, by its Chairman of
         the Board, a Vice Chairman, its President or a Vice President, and by
         its Treasurer, an Assistant Treasurer, its Controller, an Assistant
         Controller, its Corporate Secretary or an Assistant Corporate
         Secretary, and delivered to the Trustee.

                  "OPINION OF COUNSEL" means a written opinion containing the
         information specified in Sections 13.04 and 13.05 from legal counsel
         who is acceptable to the Trustee. The counsel may be an employee of, or
         counsel to, the Company, the Guarantor or the Trustee.

                                    ARTICLE 2

               EXCHANGE AND REGISTRATION; CONVERSION ARRANGEMENT;
                                REPURCHASE RIGHTS

         SECTION 2.1 EXCHANGE AND REGISTRATION.

         The third paragraph of Section 2.06(a) of the Indenture is hereby
amended by deleting it in its entirety and substituting in place thereof the
following:

                  All Securities presented for registration of transfer or for
         exchange into like Securities, repurchase, redemption or conversion
         into Common Stock or payment shall (if so required by the Company, the
         Guarantor, the Trustee, the Registrar or any co-registrar) be duly
         endorsed by, or be accompanied by a written instrument or instruments
         of transfer in form satisfactory to the Company, the Guarantor and the
         Trustee, duly executed by the Holder or such Holder's attorney duly
         authorized in writing.

         The fifth paragraph of Section 2.06(a) of the Indenture is hereby
amended by deleting it in its entirety and substituting in place thereof the
following:


                                       4

<PAGE>


                  None of the Company, the Guarantor, the Trustee, the Registrar
         or any co-registrar shall be required to exchange for like Securities
         or register a transfer of (a) any Securities for a period of 15 days
         next preceding the mailing of notice of Securities to be redeemed, or
         (b) any Securities or portions thereof selected or called for
         redemption, or (c) any Securities or portion thereof surrendered for
         conversion into Common Stock, or (d) any Securities or portion thereof
         surrendered for repurchase or redemption (and not withdrawn) pursuant
         to Section 3.08 or 3.09 hereof, respectively.

         SECTION 2.2 CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

         The right of the Company to arrange for the purchase and conversion
into Common Stock of any Securities called for redemption by an agreement with
one or more investment bankers or other purchasers set forth in Section 3.07 of
the Indenture shall also be exercisable by the Guarantor.

         SECTION 2.3 REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER.

         In the event the Company elects, pursuant to Section 3.08 of the
Indenture and pursuant to a Company Notice, to pay the Purchase Price to be paid
as of such Repurchase Date, in whole or in part, in Common Stock, the Guarantor
shall cooperate with the Company in making such election, including, without
limitation, making available such number of shares of Common Stock as are
necessary to permit the Company to consummate such purchases pursuant to such
election.

         SECTION 2.4 COVENANT TO COMPLY WITH SECURITIES LAWS UPON REPURCHASE.

         Section 3.13 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

                   SECTION 3.13 COVENANT TO COMPLY WITH SECURITIES LAWS UPON
         REPURCHASE OF SECURITIES

                  In connection with any repurchase of Securities under Section
         3.08 or 3.09 hereof, the Company and the Guarantor, as applicable,
         shall (i) comply with Rule 13e-4 (which term, as used herein, includes
         any successor provision thereto) under the Exchange Act, if applicable,
         (ii) file the related Schedule 13E-4 (or any successor schedule, form
         or report) under the Exchange Act, if applicable, and (iii) otherwise
         comply with all Federal and state securities laws so as to permit the
         rights and obligations under Sections 3.08 and 3.09 to be exercised in
         the time and in the manner specified in Sections 3.08 and 3.09.


                                       5

<PAGE>

         SECTION 2.5 REPAYMENT TO THE COMPANY AND THE GUARANTOR.

         Section 3.14 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

                  SECTION 3.14. REPAYMENT TO THE COMPANY AND THE GUARANTOR.

                  The Trustee and the Paying Agent shall return to the Company
         and the Guarantor, as applicable, any cash or shares of Common Stock
         that remain unclaimed as provided in paragraph 14 of the Securities,
         together with interest or dividends, if any, thereon, held by them for
         the payment of a Purchase Price or Fundamental Change Purchase Price,
         as the case may be, together with Liquidated Damages, if any; PROVIDED,
         HOWEVER, that to the extent that the aggregate amount of cash or shares
         of Common Stock deposited by the Company or the Guarantor pursuant to
         Section 3.11 hereof exceeds the aggregate Purchase Price or Fundamental
         Change Purchase Price, as the case may be, of the Securities or
         portions thereof which the Company is obligated to repurchase as of the
         Repurchase Date or Fundamental Change Repurchase Date, as the case may
         be, together with Liquidated Damages, if any, then promptly after the
         Business Day following the Repurchase Date or Fundamental Change
         Repurchase Date, as the case may be, the Trustee and the Paying Agent
         shall return any such excess to the Company or the Guarantor, as
         applicable, together with interest or dividends, if any, thereon.

                                    ARTICLE 3

                              REPORTS BY GUARANTOR

         SECTION 3.1 FINANCIAL INFORMATION; SEC REPORTS.

         Section 4.02 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

         SECTION 4.02.     FINANCIAL INFORMATION; SEC REPORTS.

                  The Company and the Guarantor will each deliver to the Trustee
         (a) as soon as available and in any event within 120 days after the end
         of each fiscal year of the Company or the Guarantor, as applicable (i)
         a consolidated balance sheet of the Company and its Subsidiaries and
         the Guarantor and its Subsidiaries, as applicable, as of the end of
         such fiscal year and the related consolidated statements of operations,
         stockholders' equity and cash flows for such fiscal year, all reported
         on by an


                                       6

<PAGE>

         independent public accountant of nationally recognized standing and
         (ii) a report containing a management's discussion and analysis of the
         financial condition and results of operations and a description of the
         business and properties of the Company or the Guarantor, as applicable,
         and (b) as soon as available and in any event within 60 days after the
         end of each of the first three quarters of each fiscal year of the
         Company or the Guarantor, as applicable (i) an unaudited consolidated
         financial report for such quarter and (ii) a report containing a
         management's discussion and analysis of the financial condition and
         results of operations of the Company or the Guarantor, as applicable;
         PROVIDED that the foregoing shall not be required for either the
         Company or the Guarantor for any fiscal year or quarter, as the case
         may be, with respect to which either the Company or the Guarantor files
         or expects to file with the Trustee an annual or quarterly report, as
         the case may be, pursuant to the third paragraph of this Section 4.02.

                  At any time the Guarantor is not subject to either Section 13
         or 15(d) of the Exchange Act, the Guarantor shall at the request of any
         Holder (or holders of Common Stock issued upon conversion of the
         Securities) provide to such Holder (or holders of such Common Stock)
         and any prospective purchaser designated by such Holders (or holders of
         such Common Stock), as the case may be, such information, if any,
         required by Rule 144A(d)(4) under the Securities Act.

                  Each of the Company and the Guarantor, as applicable, shall
         file with the Trustee, within 15 days after it files such annual and
         quarterly reports, information, documents and other reports with the
         SEC, copies of its annual reports and of the information, documents and
         other reports (or copies of such portions of any of the foregoing as
         the SEC may by rules and regulations prescribe) which each of the
         Company and the Guarantor, as applicable, is required to file with the
         SEC pursuant to Section 13 or 15(d) of the Exchange Act.

                  Delivery of such reports, information and documents to the
         Trustee is for informational purposes only and the Trustee's receipt of
         such shall not constitute constructive notice of any information
         contained therein or determinable from the information contained
         therein, including the Company's compliance with any of its covenants
         hereunder (as to which the Trustee is entitled to rely exclusively on
         Officers' Certificates).


                                       7

<PAGE>

                                    ARTICLE 4

                            CERTIFICATE OF COMPLIANCE

         SECTION 4.1 COMPLIANCE CERTIFICATE.

         Section 4.03 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

                  SECTION 4.03. COMPLIANCE CERTIFICATE.

                  The Company and the Guarantor will each deliver to the Trustee
         within 120 days after the end of each fiscal year of the Company and
         the Guarantor, an Officers' Certificate in which one of the two
         Officers signing such certificate is either the principal executive
         officer, principal financial officer or principal accounting officer of
         the Company or the Guarantor, as applicable, stating whether or not to
         the knowledge of the signers thereof the Company or the Guarantor, as
         applicable, is in default in the performance and observance of any of
         the terms, provisions and conditions of this Indenture (without regard
         to any period of grace or requirement of notice provided hereunder) and
         if Company or the Guarantor, as applicable, shall be in default,
         specifying all such defaults and the nature and status thereof of which
         the signers may have knowledge.

                  The Company and the Guarantor will each deliver to the
         Trustee, as soon as possible and in any event within five days, upon
         becoming aware of any default or any Event of Default, an Officers'
         Certificate specifying with particularity such Default or Event of
         Default and further stating what action the Company or the Guarantor,
         as applicable, has taken, is taking or proposes to take with respect
         thereto.

                  Any notice required to be given under this Section 4.03 shall
         be delivered to the Trustee at its Corporate Trust Office.

                                    ARTICLE 5

                               REGISTRATION RIGHTS

         SECTION 5.1 REGISTRATION RIGHTS.

         Section 4.08 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

                  SECTION 4.08 REGISTRATION RIGHTS.

                  (a) The Company and the Guarantor agree that the Holders (and
         any Person that has a beneficial interest in a Security) from time to
         time of Registrable Securities (as such term is defined in the
         Registration Rights Agreement) are entitled


                                       8

<PAGE>

         to the benefits of the Registration Rights Agreement. Pursuant to the
         Registration Rights Agreement, the Company has agreed for the benefit
         of the Holders from time to time of Registrable Securities, at the
         Company's expense, to use all reasonable best efforts (i) to file
         within 90 days after the first date of original issuance of the
         Securities, a shelf registration statement (the "Shelf Registration
         Statement") with the Commission with respect to resales of the
         Restricted Securities, (ii) to cause such Shelf Registration Statement
         to be declared effective by the Commission not later than 180 days
         after the first date of original issuance of the Securities, and (iii)
         to maintain such Shelf Registration Statement continuously effective
         under the Securities Act subject to and in accordance with the terms of
         the Registration Rights Agreement. Liquidated damages ("LIQUIDATED
         DAMAGES") with respect to the Securities shall be assessed if a
         Registration Default (as defined in the Registration Rights Agreement)
         occurs.

                  (b) The Company shall pay Liquidated Damages due pursuant to
         clause (a) of this Section 4.08 to the Holders in cash in the amounts
         and on the dates specified in the Registration Rights Agreement and in
         this Indenture.

                  Whenever in this Indenture there is mentioned, in any context,
         any payment in respect of any Security, such mention shall be deemed to
         include mention of the payment of Liquidated Damages provided for in
         this Section to the extent that, in such context, Liquidated Damages
         are, were or would be payable in respect thereof pursuant to the
         provisions of this Section 4.08, and express mention of the payment of
         Liquidated Damages (if applicable) in any provisions hereof shall not
         be construed as excluding Liquidated Damages in those provisions hereof
         where such express mention is not made.

                  If Liquidated Damages become payable to the Holders pursuant
         to the Registration Rights Agreement, at least five Business Days prior
         to the date on which such Liquidated Damages are payable, the Company
         shall deliver to the Trustee a certificate to that effect stating (i)
         the amount of such Liquidated Damages that is payable and (ii) the date
         on which such amount is payable. Unless and until a Trust Officer
         receives at the Corporate Trust Office such a certificate, the Trustee
         may assume without inquiry that no such amount is payable.


                                       9

<PAGE>

                                    ARTICLE 6

                  EFFECT OF THE MERGER ON CONVERSION PRIVILEGE

         SECTION 6.1 CONVERSION PRIVILEGE.

         The Company and the Guarantor covenant and agree for the benefit of
each Holder that each Security shall be convertible into such number of shares
of Common Stock (as such term is defined in this First Supplemental Indenture)
as would have been received by a holder of a number of shares of Common Stock
(as such term was defined prior to the execution of this First Supplemental
Indenture) issuable upon conversion of such Securities immediately prior to the
Merger. The obligations of the Company to issue shares of Common Stock set forth
in Article 11 of the Indenture, and all obligations set forth in Article 11
related thereto, shall be binding upon the Guarantor with respect to the Common
Stock and the Guarantor shall comply with such provisions as set forth in
Article 11.

         SECTION 6.2 ADJUSTMENTS TO CONVERSION RATE.

         From and after the Merger Date, the provisions providing for, and
relating to, adjustments to the Conversion Rate set forth in Sections 11.06,
11.07, 11.08, 11.09, 11.10, 11.12, 11.15, 11.16, 11.17, 11.18, 11.19 and 11.20
shall continue to apply with the same force and effect as such provisions had
prior to the Merger Date and shall be binding on the Guarantor. The Guarantor
shall comply with such provisions as set forth in Article 11.

         SECTION 6.3 NOTICES.

         The Guarantor shall provide notice to the Holders and the Trustee of
the events set forth in Sections 11.11 and 11.13 in accordance with the terms of
such sections.

         SECTION 6.4 EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR
TRANSFER.

         The obligation set forth in Section 11.14 to execute a supplemental
indenture with respect to the Indenture and the Securities upon the occurrence
of any of the events set forth in Section 11.14 shall be binding on the
Guarantor and the Guarantor shall comply with the terms and conditions set forth
in Section 11.14

                                    ARTICLE 7

                                    GUARANTEE

         SECTION 7.1 GUARANTEE. The Indenture is hereby amended by adding a new
Article 14 as follows:


                                       10

<PAGE>

                                   ARTICLE 14
                                   GUARANTEE

                  SECTION 14.01. GUARANTEE.

                  The Guarantor hereby irrevocably and unconditionally
         Guarantees to each Holder of a Security authenticated and delivered by
         the Trustee that: (i) the 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 as required under the Indenture and the Securities, to
         the extent lawful, and all other obligations of the Company to the
         Holders or the Trustee under this Indenture and the Securities will be
         promptly paid in full, all in accordance with the terms of this
         Indenture and the Securities; and (ii) in case of any extension of time
         of payment or renewal of any Securities or any of such other
         obligations, that the Securities will be promptly paid in full when due
         in accordance with the terms of such extension or renewal, whether at
         stated maturity, by acceleration or otherwise.

                  The Guarantor hereby further agrees that its obligations under
         this Indenture and the Securities shall be unconditional, regardless of
         the validity, legality or enforceability of this Indenture or the
         Securities, the absence of any action to enforce this Indenture or the
         Securities, any waiver or consent by any Holder with respect to any
         provisions this Indenture or the Securities, any modification or
         amendment of, or supplement of, this Indenture or the Securities. The
         Guarantor hereby waives diligence, presentment, demand of payment,
         filing of claims with a court in the event of insolvency or bankruptcy
         of the Company, any right to require a proceeding first against the
         Company, protest, notice and all demands whatsoever and covenants that
         its Guarantee will not be discharged except by complete performance by
         the Company of its obligations under the Indenture.

                  Upon making any payment with respect to the Company hereunder,
         the Guarantor shall be subrogated to the rights of the payee against
         the Company with respect to such payment; provided that the Guarantor
         shall not enforce any payment by way of subrogation or contribution
         until all obligations of the Company under this Indenture have been
         paid in full.

                  SECTION 14.02. RELEASE OF GUARANTEE.

                  Notwithstanding anything in this Article 14 to the contrary,
         concurrently with the payment in full of (i) the Principal Amount at
         Stated Maturity or such other amounts as cause the Indenture to cease
         to be of further effect pursuant to Section 8.01 of the Indenture and
         (ii) all other obligations of the Company under this Indenture, the
         Guarantor shall be released from and relieved of its obligations under
         this Article 14. Upon the delivery by the Company to the Trustee of an
         Officers' Certificate and an Opinion of Counsel to the effect that the
         transaction giving rise to


                                       11

<PAGE>

         the release of this Guarantee was made by the Company in accordance
         with the provisions of this Indenture and the Securities, the Trustee
         shall execute any documents reasonably required in order to evidence
         the release of the Guarantor from its obligations under this Guarantee.
         If any of the obligations to pay the 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 are revived and reinstated after the termination of this
         Guarantee, then all of the obligations of the Guarantor under this
         Guarantee shall be revived and reinstated as if this Guarantee had not
         been terminated until such time as such amounts on the Securities and
         all other obligations of the Company under the Indenture are paid in
         full, and the Guarantor shall enter into an amendment to this
         Guarantee, reasonably satisfactory to the Trustee, evidencing such
         revival and reinstatement.

                                    ARTICLE 8

                            MISCELLANEOUS PROVISIONS

         SECTION 8.1 RATIFICATION OF INDENTURE.

         Except as expressly modified or amended hereby, the Indenture continues
in full force and effect and is in all respects confirmed and preserved.

         SECTION 8.2 EFFECTIVENESS.

         This First Supplemental Indenture shall be effective as of the date
first written above, provided, however, that the provisions contained in
Articles 1 through 7 (inclusive) hereof shall become effective as of the Merger
Date. In the event that the Merger Agreement is terminated in accordance with
its terms, this First Supplemental Indenture shall automatically become null and
void and the Company and Trustee shall continue to comply with the Indenture. On
or promptly following the Merger Date, the Company shall furnish to the Trustee
an Officer's Certificate certifying that the Merger has occurred and that
Articles 1 through 7 (inclusive) hereof have become effective.

         SECTION 8.3 CONFLICT WITH THE TRUST INDENTURE ACT.

         If any provision of this First Supplemental Indenture modifies or
excludes any provision of the Trust Indenture Act that is required under such
Act to be part of and govern this First Supplemental Indenture, the latter
provision of the Trust Indenture Act shall control.


                                       12

<PAGE>

If any provision hereof modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision of the
Trust Indenture Act shall be deemed to apply to this First Supplemental
Indenture, as so modified or excluded, as the case may be.

         SECTION 8.4 SECURITIES DEEMED CONFORMED.

         As of the date hereof, the provisions of each Security then outstanding
shall be deemed to be conformed, without the necessity for any reissuance or
exchange of such Security or any other action on the part of the Holders, the
Company, the Guarantor or the Trustee, so as to reflect this First Supplemental
Indenture.

         SECTION 8.5 NO ADDITIONAL TRUSTEE OBLIGATIONS.

         No duties, responsibilities or liabilities are assumed, or shall be
construed to be assumed, by the Trustee by reason of this First Supplemental
Indenture. This First Supplemental Indenture is executed and accepted by the
Trustee subject to all the terms and conditions set forth in the Indenture with
the same force and effect as if those terms and conditions set forth in the
Indenture with the same force and effect as if those terms and conditions were
repeated at length herein and made applicable to the Trustee with respect
hereto.

         SECTION 8.6 SUCCESSORS.

         All agreements of the Company, the Guarantor and the Trustee in this
First Supplemental Indenture and in the Indenture shall bind their respective
successors.

         SECTION 8.7 BENEFITS OF FIRST SUPPLEMENTAL INDENTURE.

         Nothing in this First Supplemental Indenture, express of implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this First Supplemental Indenture.

         SECTION 8.8 GOVERNING LAW.

         THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
AND ENFORCE THIS FIRST SUPPLEMENTAL INDENTURE.


                                       13

<PAGE>

         SECTION 8.9 COUNTERPARTS.

         This First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but all such counterparts
shall together constitute but one and the same instrument.

         SECTION 8.10 TRUSTEE.

         The Trustee is not responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this First Supplemental Indenture or
for or in respect of the recitals contained herein, which are made solely by the
Company and the Guarantor.


                            [SIGNATURE PAGE FOLLOWS]


                                       14


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have cause this First
Supplemental Indenture to be duly executed as of the first day and year first
written above.


                                    ISSUER:

                                    NABORS INDUSTRIES, INC.

                                    By: /s/ Anthony G. Petrello
                                        ---------------------------------------
                                        Anthony G. Petrello
                                        President and Chief Operating Officer


                                    GUARANTOR:

                                    NABORS INDUSTRIES LTD.

                                    By: /s/ Daniel McLachlin
                                        ---------------------------------------
                                        Daniel McLachlin
                                        Vice President - Administration


                                    TRUSTEE:

                                    BANK ONE, N.A., as Trustee

                                    By: /s/ Jeffery L. Eubank
                                        ---------------------------------------
                                        Name:  Jeffery L. Eubank
                                        Title:  Authorized Person


                                       15