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                                                                   EXHIBIT 4.2








                          REGISTRATION RIGHTS AGREEMENT


                            Dated as of June 10, 2003


                                  By and Among


                            NABORS INDUSTRIES, INC.,


                                   as Issuer,


                             NABORS INDUSTRIES LTD.


                                  as Guarantor


                                       and


                          CITIGROUP GLOBAL MARKETS INC


                              as Initial Purchaser


                 Zero Coupon Senior Exchangeable Notes Due 2023

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                                TABLE OF CONTENTS


                                                                         Page

1.    Definitions........................................................  1

2.    Shelf Registration.................................................  4

3.    Liquidated Damages.................................................  7

4.    Registration Procedures............................................  8

5.    Holder's Obligations............................................... 12

6.    Registration Expenses.............................................. 13

7.    Indemnification.................................................... 14

8.    Rules 144 and 144A................................................. 17

9.    Miscellaneous...................................................... 17


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                          REGISTRATION RIGHTS AGREEMENT


                                    PREAMBLE

         This Registration Rights Agreement (the "AGREEMENT") is made as of June
10, 2003 by and among NABORS INDUSTRIES, INC., a Delaware corporation (the
"COMPANY"), NABORS INDUSTRIES LTD., a Bermuda exempted company (the "GUARANTOR")
and CITIGROUP GLOBAL MARKETS INC. (the "INITIAL PURCHASER").


                                    RECITALS

         This Agreement is entered into in connection with the Purchase
Agreement, dated June 3, 2003 (as it may be amended from time to time, the
"PURCHASE AGREEMENT"), by and among the Company, the Guarantor and the Initial
Purchaser, which provides for the sale by the Company to the Initial Purchaser
of $700,000,000 aggregate principal amount of the Company's Zero Coupon Senior
Exchangeable Notes Due 2023 (the "FIRM NOTES"), which are exchangeable into
common shares of the Guarantor, par value $0.001 per share (the "UNDERLYING
SHARES"), plus up to an additional $140,000,000 aggregate principal amount of
Zero Coupon Senior Exchangeable Notes Due 2023 which the Initial Purchaser may
subsequently elect to purchase pursuant to the terms of the Purchase Agreement
(the "ADDITIONAL NOTES" and together with the Firm Notes and the related
Guarantees (as defined below), the "NOTES"). The Notes are being issued pursuant
to an indenture dated as of the date hereof (the "INDENTURE"), to be entered
into among the Company, the Guarantor and Bank One, N.A., as trustee (the
"TRUSTEE") on June 10, 2003. The Notes will be fully and unconditionally
guaranteed (the "GUARANTEES") by the Guarantor. The Notes and the Underlying
Shares are collectively referred to herein as the "SECURITIES".

         In order to induce the Initial Purchaser to enter into the Purchase
Agreement, the Company and the Guarantor have agreed to provide the registration
rights set forth in this Agreement for the benefit of the Initial Purchaser and
any subsequent holder or holders of the Securities as provided herein. The
execution and delivery of this Agreement is a condition to the Initial
Purchaser's obligation to purchase the Firm Notes under the Purchase Agreement.


                                    AGREEMENT

         The parties hereby agree as follows:

         1. Definitions

         As used in this Agreement, the following terms shall have the following
meanings:

         Additional Notes:  Has the meaning given such term in the Recitals.

         Agreement:  Has the meaning given such term in the Preamble.

         Amendment Effectiveness Deadline Date:  See Section 2(d)(i).

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         Amount of Registrable Securities: (a) With respect to Notes
constituting Registrable Securities, the aggregate principal amount of all such
Notes outstanding, (b) with respect to Underlying Shares constituting
Registrable Securities, the aggregate number of such Underlying Shares
outstanding multiplied by the Exchange Rate (as defined in the Indenture) in
effect at the time of computing the Amount of Registrable Securities or, if no
such Notes are then outstanding, the last Exchange Rate in effect under such
Indenture when any such Notes were last outstanding and (c) with respect to
combinations thereof, the sum of (a) and (b) for the relevant Registrable
Securities.

         Board:  The Board of Directors of the Guarantor.

         Business Day: Any day that is not a Saturday, Sunday or a day on which
banking institutions in New York, Texas or Bermuda are authorized or required by
law to be closed.

         Closing Date:  June 10, 2003.

         Company:  Has the meaning given such term in the Preamble.

         Damages Payment Date:  See Section 3(c) hereof.

         Deferral Period: See Section 2(d).

         Depositary: The Depository Trust Company until a successor is appointed
by the Company.

         Effectiveness Date:  The 180th day after the Closing Date.

         Effectiveness Period: The period commencing on the date that the
Initial Shelf Registration Statement is declared effective under the Securities
Act and ending on the date that all Notes, related Guarantees and Underlying
Shares have ceased to be Registrable Securities.

         Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder and any successor act,
rules and regulations.

         Filing Date:  The 90th day after the Closing Date.

         Guarantees:  Has the meaning given such term in the Recitals.

         Guarantor:  Has the meaning given such term in the Preamble.

         Holder: Any holder or owner of a beneficial interest in Registrable
Securities.

         Indemnified Holder:  See Section 7 hereof.

         Indemnified Person:  See Section 7 hereof.

         Indemnifying Person:  See Section 7 hereof.

         Indenture:  Has the meaning given such term in the Recitals.


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         Initial Purchaser:  Has the meaning given such term in the Preamble.

         Initial Shelf Registration:  See Section 2(a) hereof.

         Inspectors:  See Section 4(m) hereof.

         Liquidated Damages:  See Section 3(a) hereof.

         NASD:  The National Association of Securities Dealers, Inc.

         Notes:  Has the meaning given such term in the Recitals.

         Notice and Questionnaire: A written notice delivered to the Company
containing substantially the information called for by the Selling Security
Holder Notice and Questionnaire attached as Annex A to the Memorandum relating
to the Notes dated as of June 3, 2003 (or any amendment or supplement thereto)
as such notice may be amended by the Company to the extent reasonably necessary
to ensure compliance with applicable law.

         Notice Holder: On any date, any Holder that has delivered a Notice and
Questionnaire to the Company on or prior to such date.

         Person: An individual, partnership, corporation, limited liability
company, unincorporated association, trust or joint venture, or any similar
entity formed under the laws of any country, state, principality, province or
other governmental subdivision, or a governmental agency or political
subdivision thereof.

         Prospectus: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

         Purchase Agreement:  Has the meaning given such term in the Recitals.

         QIU:  See Section 4(p) hereof.

         Records:  See Section 4(m) hereof.

         Registrable Securities: All Notes and all Underlying Shares upon
original issuance thereof and at all times subsequent thereto until the earliest
to occur of (i) a Registration Statement or Registration Statements covering
such Notes and Underlying Shares having been declared effective by the SEC and
remaining effective until such Notes and Underlying Shares having been disposed
of or issued and sold, as the case may be, in accordance with such effective
Registration Statement, (ii) such Notes and Underlying Shares having been sold
in compliance with Rule 144 or (except with respect to affiliates of the Company
within the meaning of the


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Securities Act) are eligible for sale in compliance
with Rule 144(k), or (iii) such Notes and any Underlying Shares ceasing to be
outstanding.

         Registration Default:  See Section 3(a) hereof.

         Registration Statement: Any registration statement of the Company or
the Guarantor that covers the Registrable Securities filed with the SEC pursuant
to the provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.

         Rule 144: Rule 144 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

         Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.

         Rule 415: Rule 415 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

         SEC:  The Securities and Exchange Commission.

         Securities Act: The Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder and any successor act, rules
and regulations.

         Shelf Registration:  See Section 2(b) hereof.

         Shelf Registration Statement:  See Section 2(b) hereof.

         Subsequent Shelf Registration:  See Section 2(b) hereof.

         TIA: The Trust Indenture Act of 1939, as amended, and the rules and
regulations of the SEC promulgated thereunder and any successor act, rules and
regulations.

         Trustee:  Has the meaning given such term in the Recitals.

         Underlying Shares:  Has the meaning given such term in the Recitals.

         2. Shelf Registration.

         (a) Shelf Registration. To the extent not prohibited by any applicable
law or applicable interpretation of the staff of the SEC, the Company and the
Guarantor shall use their respective reasonable best efforts to file with the
SEC a Registration Statement or Registration Statements for an offering to be
made on a continuous basis pursuant to Rule 415 (or, in the


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event Rule 415 shall not be available for any of the Registrable Securities for
an offering to be made as permitted under the terms of the Notes and this
Agreement, including the offering of the Underlying Shares upon the exchange,
repurchase or redemption of the Notes) for an offering covering all of the
Registrable Securities (the "INITIAL SHELF REGISTRATION") on or prior to the
Filing Date.

         The Initial Shelf Registration shall be on Form S-3 or another
appropriate form permitting registration of such Registrable Securities for (i)
in the case of the Notes constituting Registrable Securities, resale by Holders,
and (ii) in the case of Underlying Shares constituting Registrable Securities,
(x) the issuance and sale by the Guarantor, or (y) the resale by Holders, as the
case may be, in each case in the manner or manners set forth in such
Registration Statement and in Rule 415 (if such rule is available for the
Initial Shelf Registration). The Company shall not permit any securities other
than the Registrable Securities to be included in the Initial Shelf Registration
or any Subsequent Shelf Registration (as defined below).

         The Company and the Guarantor shall use their respective reasonable
best efforts to cause the Initial Shelf Registration to be declared effective
under the Securities Act on or prior to the Effectiveness Date and to keep such
Initial Shelf Registration continuously effective under the Securities Act until
the expiration of the Effectiveness Period. To the extent permitted by
applicable law and the interpretations of the staff of the SEC, the Initial
Registration Statement may be terminated with respect to either the Notes or the
Underlying Securities, as the case may be, on the date the Effectiveness Period
expires. At the time the Initial Shelf Registration is declared effective, each
Holder that became a Notice Holder on or prior to the date five (5) Business
Days prior to such time of effectiveness shall be named as a selling
securityholder in the Initial Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of Registrable Securities in accordance with applicable law.

         (b) Subsequent Shelf Registrations. If the Initial Shelf Registration
or any Subsequent Shelf Registration ceases to be effective for any reason at
any time during the Effectiveness Period (other than because of the sale of all
of the securities registered thereunder), the Company and the Guarantor shall
use their respective reasonable best efforts to obtain the prompt withdrawal of
any order suspending the effectiveness thereof, and in any event shall within 45
days of such cessation of effectiveness amend the Initial Shelf Registration in
a manner to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional "shelf" Registration Statement pursuant to Rule
415 covering all of the Registrable Securities (or, in the event Rule 415 shall
not be available for any of the Registrable Securities, covering an offering to
be made as permitted under the terms of the Notes and this Agreement, including
the offering of the Underlying Shares upon exchange, repurchase or redemption of
the Notes) (each, a "SUBSEQUENT SHELF REGISTRATION"). If a Subsequent Shelf
Registration is filed, the Company and the Guarantor shall use their respective
reasonable best efforts to cause the Subsequent Shelf Registration to be
declared effective under the Securities Act as soon as practicable after such
filing and to keep such Registration Statement continuously effective until the
termination of the Effectiveness Period. As used herein the term "SHELF
REGISTRATION" means the Initial Shelf Registration and any Subsequent Shelf
Registration and the term "SHELF REGISTRATION STATEMENT" means any Registration
Statement or Registration Statements filed in connection with a Shelf
Registration.


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         (c) Supplements and Amendments. The Company and the Guarantor shall
promptly use their respective reasonable best efforts to supplement and amend
the Shelf Registration if required by the rules, regulations or instructions
applicable to the registration form used for such Shelf Registration, if
required by the Securities Act, or if reasonably requested by the Holders of the
majority in Amount of Registrable Securities covered by such Registration
Statement.

         (d) Notice Holders. Each Holder agrees that if such Holder wishes to
sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus, it will do so only in accordance with this Section 2(d) and
Section 5. Following the date that the Initial Shelf Registration Statement is
declared effective, each Holder wishing to sell Registrable Securities pursuant
to a Shelf Registration Statement and related Prospectus agrees to deliver a
Notice and Questionnaire to the Company at least three (3) Business Days prior
to any intended distribution of Registrable Securities under the Shelf
Registration Statement. Each Holder who elects to sell Registrable Securities
pursuant to a Shelf Registration Statement agrees by submitting a Notice and
Questionnaire to the person specified therein, it will be bound by the terms and
conditions of the Notice and Questionnaire and this Agreement. From and after
the date the Initial Shelf Registration Statement is declared effective, the
Company shall, as promptly as practicable after the date a Notice and
Questionnaire is delivered to the address specified in the Notice and
Questionnaire, and in any event upon the later of (x) ten (10) Business Days
after such date or (y) ten (10) Business Days after the expiration of any period
in which the Guarantor and the Company shall have suspended the effectiveness of
the Shelf Registration Statement pursuant to Section 3(b) hereof (each, a
"DEFERRAL PERIOD") in effect when the Notice and Questionnaire is delivered or
put into effect within ten (10) Business Days of such delivery date:

              (i) if required by applicable law, file with the SEC a
         post-effective amendment to the Shelf Registration Statement or prepare
         and, if required by applicable law, file a supplement to the related
         Prospectus or a supplement or amendment to any document incorporated
         therein by reference or file any other required document so that the
         Holder delivering such Notice and Questionnaire is named as a selling
         securityholder in the Shelf Registration Statement and the related
         Prospectus in such a manner as to permit such Holder to deliver such
         Prospectus to purchasers of the Registrable Securities in accordance
         with applicable law and, if the Company and the Guarantor shall file a
         post-effective amendment to the Shelf Registration Statement, use its
         best efforts to cause such post-effective amendment to be declared
         effective under the Securities Act as promptly as is practicable, but
         in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE")
         that is forty-five (45) days after the date such post-effective
         amendment is required by this clause to be filed;

              (ii) provide such Holder copies of any documents filed pursuant to
         Section 2(d)(i); and

             (iii) notify such Holder as promptly as practicable after the
         effectiveness under the Securities Act of any post-effective amendment
         filed pursuant to Section 2(d)(i);

         provided, that if such Notice and Questionnaire is delivered during a
Deferral Period, the Company shall so inform the Holder delivering such Notice
and Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in


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accordance with Section 3(b). Notwithstanding anything contained herein to the
contrary, (i) neither the Company nor the Guarantor shall be under any
obligation to name any Holder that is not a Notice Holder as a selling
securityholder in any Registration Statement or related Prospectus and (ii) the
Amendment Effectiveness Deadline Date shall be extended by up to ten (10)
Business Days from the expiration of a Deferral Period (and the Company and the
Guarantor shall incur no obligation to pay Liquidated Damages during such
extension) if such Deferral Period shall be in effect on the Amendment
Effectiveness Deadline Date.

         3. Liquidated Damages

         (a) The Company, the Guarantor and the Initial Purchaser agree that the
Holders will suffer damages if the Company and the Guarantor fail to fulfill
their obligations under Section 2 hereof and that it would not be feasible to
ascertain the extent of the damages in either case with precision. Accordingly,
the Company agrees to pay in the aggregate liquidated damages on the Registrable
Securities at a rate of 0.25% per annum on the Amount of Registrable Securities
("LIQUIDATED DAMAGES") under the circumstances (each of which shall be given
independent effect; each a "REGISTRATION DEFAULT"):

              (i) if the Initial Shelf Registration is not filed on or prior to
         the Filing Date, then commencing on the day after the Filing Date,
         Liquidated Damages shall accrue on the Registrable Securities;

              (ii) if the Company or the Guarantor fails to use all reasonable
         efforts to cause the Initial Shelf Registration to be declared
         effective by the SEC on or prior to the Effectiveness Date, then
         commencing one day after the Effectiveness Date, Liquidated Damages
         shall accrue on the Registrable Securities; and

             (iii) if a Shelf Registration has been declared effective and such
         Shelf Registration ceases to be effective at any time during the
         Effectiveness Period (other than as permitted under Section 3(b)), then
         commencing one day after the date the Shelf Registration ceases to be
         effective, Liquidated Damages shall accrue on the Registrable
         Securities;

         provided, however, that Liquidated Damages on the Registrable
Securities may not accrue under more than one of the foregoing clauses (i), (ii)
or (iii) or ever exceed 0.25% per annum; provided, further, however, that (1)
upon the filing of the Shelf Registration as required hereunder (in the case of
clause (a)(i) of this Section 3), (2) upon the effectiveness of the Shelf
Registration as required hereunder (in the case of clause (a)(ii) of this
Section 3), or (3) upon the effectiveness of a Shelf Registration which had
ceased to remain effective (in the case of (a)(iii) of this Section 3),
Liquidated Damages on the Registrable Securities as a result of such clause (or
the relevant subclause thereof), as the case may be, shall cease to accrue. It
is understood and agreed that, notwithstanding any provision to the contrary, so
long as any Note is then capable of being resold by Holders under an effective
Shelf Registration Statement or pursuant to Rule 144(k), no Liquidated Damages
shall accrue on such Note and so long as any of the Underlying Shares are then
capable of being issued and sold by the Guarantor to Holders, or resold by
Holders, as the case may be, under an effective Shelf Registration Statement or
resold


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by Holders pursuant to Rule 144(k), no Liquidated Damages shall accrue on such
Underlying Shares.

         (b) Notwithstanding paragraph (a) of this Section 3, if the Board
determines in good faith that it is in the best interest of the Guarantor not to
disclose the existence of or facts surrounding any proposed or pending material
corporate transaction involving the Guarantor or its subsidiaries and the
Guarantor notifies the selling Holders within two Business Days after such
determination is made, the Guarantor and the Company may suspend the
effectiveness of the Shelf Registration as a result of such nondisclosure for up
to 45 consecutive days in any 90-day period for a total of not more than 90 days
in any calendar year, without paying Liquidated Damages.

         (c) Any amounts of Liquidated Damages due pursuant to Section 3(a)(i),
3(a)(ii) or 3(a)(iii) will be payable in cash semi-annually on each June 15 and
December 15 (each a "DAMAGES PAYMENT DATE"), commencing with the first such date
occurring after any such Liquidated Damages commences to accrue, to Holders of
record on the June 1 or December 1 next preceding such Damages Payment Date with
respect to Notes that are Registrable Securities and to Persons that are Holders
of record on the June 1 or December 1 next preceding such Damages Payment Date
with respect to Underlying Shares that are Registrable Securities. The amount of
Liquidated Damages for Registrable Securities will be determined on the basis of
a 360-day year comprised of twelve 30-day months.

         4. Registration Procedures

         In connection with the filing of any Registration Statement or
Registration Statements pursuant to Section 2 hereof, the Company and the
Guarantor shall effect such registrations to permit the sale of the securities
covered thereby in accordance with the intended method or methods of disposition
thereof, and pursuant thereto and in connection with any Registration Statement
filed by the Company or the Guarantor hereunder the Company and the Guarantor
shall:

         (a) Prepare and file with the SEC on or prior to the Filing Date, a
Registration Statement or Registration Statements as prescribed by Section 2
hereof, and use their reasonable best efforts to cause each such Registration
Statement(s) to become effective and remain effective as provided herein;
provided, however, that before filing any Registration Statement or Prospectus
or any amendments or supplements thereto, the Company and the Guarantor shall
furnish to and afford the Initial Purchaser a reasonable opportunity to review
copies of all such documents proposed to be filed (in each case, where possible,
at least five Business Days prior to such filing, or such later date as is
reasonable under the circumstances). Neither the Company nor the Guarantor shall
file any Registration Statement or Prospectus or any amendments or supplements
thereto if the Notice Holders of a majority in Amount of Registrable Securities
covered by such Registration Statement or, in the case of the Initial Shelf
Registration Statement, the Initial Purchaser, shall reasonably object.

         (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration, as may be necessary to keep such
Registration Statement continuously effective for its Effectiveness Period;
cause the related Prospectus to be


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supplemented by any Prospectus supplement required by applicable law, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) promulgated under the Securities Act; and comply with the provisions of
the Securities Act and the Exchange Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement as so
amended or in such Prospectus as so supplemented except as provided in Section
3(b).

         (c) Notify the Notice Holders and the Initial Purchaser promptly (but
in any event within two Business Days), (i) when a Prospectus or any prospectus
supplement or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective under the Securities Act (including in such notice a written statement
that any Notice Holder may, upon request, obtain, at the sole expense of the
Company, one conformed copy of such Registration Statement or post-effective
amendment including financial statements and schedules, documents incorporated
or deemed to be incorporated by reference and exhibits), (ii) of the issuance by
the SEC of any stop order suspending the effectiveness of a Registration
Statement or of any order preventing or suspending the use of any preliminary
Prospectus or the initiation of any proceedings for that purpose, (iii) of the
happening of any event, the existence of any condition or any information
becoming known that makes any statement made in such Registration Statement or
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making
of any changes in or amendments or supplements to such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
(iv) of the Company's determination that a post-effective amendment to a
Registration Statement would be appropriate, or (v) that the effectiveness of
the Shelf Registration Statement is suspended pursuant to Section 3(b) hereof.

         (d) Use their reasonable best efforts to prevent the issuance of any
order suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus and, if any such order is
issued, to use its reasonable best efforts to obtain the withdrawal of any such
order at the earliest possible moment.

         (e) Furnish to each Notice Holder, a single counsel to such Holders
(chosen in accordance with Section 6(b)) and the Initial Purchaser at the sole
expense of the Company, one conformed copy of the Registration Statement or
Registration Statements and each post-effective amendment thereto, including
financial statements and schedules, and, if requested, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits.

         (f) Deliver to each Holder, a single counsel to such Holders (chosen in
accordance with Section 6(b)) and the Initial Purchaser, at the sole expense of
the Company, as many copies of the Prospectus (including each form of
preliminary Prospectus) and each amendment or supplement thereto and any
documents incorporated by reference therein as such Persons may reasonably
request; and, subject to the second paragraph of Section 5 hereof, the Company
and


                                       9

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the Guarantor hereby consent to the use of such Prospectus and each amendment or
supplement thereto by each of the Notice Holders and the Initial Purchaser in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto in the manner set forth
therein.

         (g) Prior to any public offering of Registrable Securities, to use
their reasonable best efforts to register or qualify, to the extent required by
applicable law, and to cooperate with the Notice Holders and a single counsel to
such Holders (chosen in accordance with Section 6(b)) in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities or offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Notice Holder may reasonably request in writing; keep each such registration
or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other
acts or things reasonably necessary or advisable to enable the disposition in
such jurisdictions of the Registrable Securities covered by the applicable
Registration Statement; provided further, however, that neither the Company nor
the Guarantor shall be required to (A) qualify generally to do business in any
jurisdiction where it is not then so qualified, (B) take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or (C) subject itself to taxation in excess of a nominal
dollar amount in any such jurisdiction where it is not then so subject.

         (h) Cooperate with each Notice Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold, which certificates shall not bear any restrictive legends (unless
required by applicable law) and shall be in a form eligible for deposit with the
Depository; and enable such Registrable Securities to be in such denominations
and registered in such names as such Notice Holder may reasonably request.

         (i) Use their reasonable best efforts to cause the Registrable
Securities covered by any Shelf Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be reasonably
necessary to enable the Notice Holder or Notice Holders thereof to consummate
the disposition of such Registrable Securities, except as may be required solely
as a consequence of the nature of such Notice Holder's business, in which case
the Company and the Guarantor will cooperate in all reasonable respects with the
filing of such Registration Statement and the granting of such approvals.

         (j) Upon the occurrence of any event contemplated by Section 4(c)(ii),
4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable prepare and (subject to
Section 4(a) hereof) use their reasonable best efforts to file with the SEC, at
the expense of the Company and the Guarantor, a supplement or post-effective
amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Securities being sold thereunder, any such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


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         (k) Prior to the effective date of the Initial Registration Statement,
(i) provide the Trustee with certificates for the Notes in a form eligible for
deposit with the Depository and (ii) provide a CUSIP number for the Notes.

         (l) Prior to the effective date of the Initial Registration Statement
relating to the Underlying Shares, provide a CUSIP number for the Underlying
Shares.

         (m) Make available for inspection by not more than one representative
of selling Notice Holders of such Registrable Securities being sold and one firm
of attorneys and one accounting firm (collectively, the "INSPECTORS"), at the
offices where normally kept, during reasonable business hours at such time or
times as shall be mutually convenient for the Guarantor and the Inspectors as a
group, all financial and other records, pertinent corporate documents and
instruments of the Guarantor and its subsidiaries (collectively, the "RECORDS")
as shall be reasonably necessary to enable Inspectors to exercise any applicable
due diligence responsibilities, and cause the officers, directors and employees
of the Guarantor and its subsidiaries to supply all information reasonably
requested by any such Inspector in connection with such Registration Statement.
Records that the Guarantor determines, in good faith, to be confidential and any
Records that it notifies the Inspectors are confidential shall not be disclosed
by any Inspector unless (i) the disclosure of such Records is necessary to avoid
or correct a material misstatement or material omission in such Registration
Statement if such Registration Statement is then available, (ii) the release of
such Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, (iii) disclosure of such information is, in the opinion
of counsel for the Notice Holders, necessary or advisable in connection with any
action, claim, suit or proceeding, directly involving or potentially involving
such Notice Holder or their Inspectors and arising out of, based upon, relating
to, or involving this Agreement or any transactions contemplated hereby or
arising hereunder or (iv) the information in such Records has been made
generally available to the public other than through the acts of the Inspectors;
provided, however, that prior notice shall be provided as soon as practicable to
the Company of the potential disclosure of any information by such Inspector
pursuant to clauses (ii) or (iii) of this sentence to permit the Company or the
Guarantor to obtain a protective order (or waive the provisions of this Section
4(m)). Each Inspector shall take such actions as are reasonably necessary to
protect the confidentiality of such information to the extent such actions are
otherwise not inconsistent with, an impairment of or in derogation of the rights
and interests of the Holder or any Inspector, unless and until such information
in such Records has been made generally available to the public other than as a
result of a breach of this Agreement.

         (n) Provide (i) the Holders of the Registrable Securities to be
included in a Registration Statement and not more than one counsel for all the
Holders of such Notes chosen in accordance with Section 6(b), reasonable
opportunity to participate in the preparation of a Registration Statement, each
Prospectus included therein or filed with the SEC, and each amendment or
supplement thereto.

         (o) Comply with all applicable rules and regulations of the SEC and
make generally available to its securityholders earning statements (which need
not be audited) satisfying the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder (or any similar rule promulgated under the Securities
Act) for a 12-month period commencing on the first day of the first fiscal
quarter of the Guarantor commencing after the effective date of a Registration


                                       11

<PAGE>

Statement, which statements shall be made available no later than 45 days after
the end of any 12-month period or 90 days after the end of any 12-month period
if such period is a fiscal year of the Guarantor.

         (p) Cooperate with each Notice Holder of the Registrable Securities
covered by any Registration Statement and their counsel in connection with any
filings required to be made with the NASD, including, if the Conduct Rules of
the NASD or any successor thereto as amended from time to time so require,
engaging a "qualified independent underwriter" ("QIU") as contemplated therein
and otherwise applying the provisions of this Agreement to such QIU as though it
were a participating underwriter.

         (q) Cause the Indenture to be qualified under the TIA not later than
the effective date of the first Registration Statement relating to the Notes;
and in connection therewith, cooperate with the Trustee and the Notice Holders
to effect such changes to the Indenture as may be required for the Indenture to
be so qualified in accordance with the terms of the TIA; and execute, and use
their reasonable best efforts to cause the Trustee to execute, all documents as
may be required to effect such changes and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in
a timely manner.

         (r) Use their reasonable best efforts to take all other steps necessary
or advisable to effect the registration of the Registrable Securities covered by
a Registration Statement or Registration Statements, as contemplated hereby.

         5. Holder's Obligations. Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder shall be entitled to sell any of such
Registrable Securities pursuant to a Registration Statement or to receive a
Prospectus relating thereto, unless such Holder has furnished the Company and
the Guarantor with a Notice and Questionnaire as required pursuant to Section
2(d) hereof (including the information required to be included in such Notice
and Questionnaire) and the information set forth in the next sentence. Each
Notice Holder agrees promptly to furnish to the Company all information required
to be disclosed in order to make the information previously furnished to the
Company and the Guarantor by such Notice Holder not misleading and any other
information regarding such Notice Holder and the distribution of such
Registrable Securities as the Company and or the Guarantor may from time to time
reasonably request. Any sale of any Registrable Securities by any Holder shall
constitute a representation and warranty by such Holder that the information
relating to such Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Holder in connection with such disposition, that
such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or its plan
of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading.

         Each Holder agrees by acquisition of its Registrable Securities that,
upon actual receipt of any notice from the Company and the Guarantor of the
happening of any event of the kind described in Section 4(c)(ii), 4(c)(iii) or
4(c)(iv) hereof, or of a Deferral Period pursuant to Section 3(b) hereof, such
Holder will forthwith discontinue disposition of such Registrable Securities
covered by such Registration Statement or Prospectus until such Holder's receipt
of


                                       12

<PAGE>

the copies of the supplemented or amended Prospectus contemplated by Section
4(j) hereof, or until it is advised in writing by the Company and the Guarantor
that the use of the applicable Prospectus may be resumed, and has received
copies of any amendments or supplements thereto.

         Notwithstanding anything to the contrary contained herein, neither the
Company nor the Guarantor shall have any liability for any incremental expenses
incurred as a result of an underwritten offering of any Registrable Securities.

         6. Registration Expenses

         (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Company and the Guarantor shall be borne by the
Company and the Guarantor, including, without limitation, (i) all registration
and filing fees (including, without limitation, fees and expenses of compliance
with state securities or Blue Sky laws, including, without limitation,
reasonable fees and disbursements of counsel in connection with Blue Sky
qualifications of the Registrable Securities, (ii) printing expenses, including,
without limitation, expenses of printing certificates for Registrable Securities
in a form eligible for deposit with the Depository and of printing prospectuses
if the printing of prospectuses is requested by the Holders of the majority in
Amount of Registrable Securities included in any Registration Statement, (iii)
messenger, telephone and delivery expenses of the Company and the Guarantor,
(iv) fees and disbursements of counsel for the Company and the Guarantor and
reasonable fees and disbursements of one special counsel for the Holders of
Registrable Securities (subject to the provisions of Section 6(b) hereof), (v)
fees and disbursements of its independent certified public accountants
(including, without limitation, the expenses of any special audit and "cold
comfort" letters required by or incident to such performance), (vi) Securities
Act liability insurance, if the Company and the Guarantor desire such insurance,
(vii) fees and expenses of all other Persons retained by the Company and the
Guarantor, (viii) internal expenses of the Company and the Guarantor (including,
without limitation, all salaries and expenses of officers and employees of the
Company and the Guarantor performing legal or accounting duties), (ix) the
expense of any annual audit, (x) the fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange,
if applicable, and (xi) the expenses relating to printing, word processing and
distributing all Registration Statements and any other documents necessary in
order to comply with this Agreement. Notwithstanding anything in this Agreement
to the contrary, each Holder shall pay all underwriting discounts and brokerage
commissions with respect to any Registrable Securities sold by it.

         (b) The Company and the Guarantor shall reimburse the Holders of the
Registrable Securities being registered in a Shelf Registration for the
reasonable fees and disbursements of not more than one counsel chosen by the
Holders of a majority in Amount of the Registrable Securities to be included in
such Registration Statement. Notwithstanding the foregoing, the Guarantor and
its subsidiaries (and each employee, representative, or other agent thereof) may
disclose to any and all persons, without limitation of any kind, the U.S. tax
treatment and any facts that may be relevant to the U.S. tax structure of the
transaction (collectively, "U.S. Tax Information"), provided, however, that in
respect of the U.S. Tax Information, the Guarantor and its subsidiaries (and
each employee, representative, or other agent thereof) shall not disclose any
other otherwise confidential information that is not relevant to understanding
the U.S. tax


                                       13

<PAGE>

treatment and U.S. tax structure of the transaction, or any other information to
the extent that such disclosure could result in a violation of any federal or
state securities law.

         7. Indemnification

         (a) The Company and the Guarantor, jointly and severally, agree to
indemnify and hold harmless (i) the Initial Purchaser, (ii) each Notice Holder,
(iii) each Person, if any, who controls (within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act) any of the foregoing
(any of the Persons referred to in this clause (iii) being hereinafter referred
to as a "controlling person"), and (iv) the respective officers, directors,
partners, employees, representatives and agents of the Initial Purchaser, the
Notice Holders (including predecessor Notice Holders) or any controlling person
(any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be
referred to as an "INDEMNIFIED HOLDER"), from and against any and all losses,
claims, damages, liabilities and judgments (including, without limitation,
reasonable legal fees and other expenses incurred in connection with any suit,
action or proceeding or any claim asserted) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus, or any amendment or supplement thereto or any related
preliminary Prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
information relating to any Indemnified Holder furnished to the Company or the
Guarantor in writing by such Indemnified Holder expressly for use in therein;
provided, however, neither the Company nor the Guarantor shall be liable to any
Indemnified Holder under the indemnity agreement of this paragraph with respect
to any preliminary Prospectus to the extent that any such loss, claim, damage,
liability, judgment or expense of such Indemnified Holder results from the fact
that such Indemnified Holder sold Registrable Securities under a Registration
Statement to a Person as to whom it shall be established that there was not sent
or given, at or prior to the written confirmation of such sale, a copy of the
Prospectus (or of the preliminary Prospectus as then amended or supplemented if
the Company or the Guarantor shall have furnished such Indemnified Holder with
such amendment or supplement thereto on a timely basis), in any case where such
delivery is required by applicable law and the loss, claim, damage, liability or
expense of such Indemnified Holder results from an untrue statement or omission
of a material fact contained in the preliminary Prospectus which was corrected
in the Prospectus (or in the preliminary Prospectus as then amended or
supplemented if the Company or the Guarantor shall have furnished such
Indemnified Holder with such amendment or supplement thereto, as the case may
be, on a timely basis). The Company and the Guarantor shall notify such
Indemnified Holder promptly of the institution, threat or assertion of any
claim, proceeding (including any governmental investigation) or litigation in
connection with the matters addressed by this Agreement which involves the
Company, the Guarantor or such Indemnified Holder.

         (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company and the Guarantor, each of their respective directors,
officers and each Person who controls the Company or the Guarantor within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act to the same extent as the foregoing indemnity from the Company and the
Guarantor to each Holder, but only with reference to such losses, claims,


                                       14

<PAGE>

damages or liabilities which are caused by any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with information relating to a Holder furnished to the Company or the Guarantor
in writing by such Holder expressly for use in any Registration Statement or
Prospectus, or any amendment or supplement thereto or any related preliminary
Prospectus.

         The Initial Purchaser agrees to indemnify and hold harmless the Company
and the Guarantor, their respective directors, officers and each Person who
controls the Company or the Guarantor within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company and the Guarantor to the Initial Purchaser,
but only with reference to such losses, claims, damages or liabilities which are
caused by any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to
the Initial Purchaser furnished to the Company or the Guarantor in writing by
the Initial Purchaser expressly for use in any Registration Statement or
Prospectus, or any amendment or supplement thereto or any related preliminary
Prospectus.

         If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such Person (the "INDEMNIFIED PERSON") shall promptly
notify the Person or Persons against whom such indemnity may be sought (each an
"INDEMNIFYING PERSON") in writing, and such Indemnifying Person, upon request of
the Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others entitled
to indemnification pursuant to this Section 7 that the Indemnifying Person may
designate in such proceeding and shall pay the fees and expenses of such counsel
related to such proceeding. In any such proceeding, the Indemnifying Person
shall be able to participate in such proceeding and, to the extent that it so
elects, jointly with any other similarly situated Indemnifying Person, to assume
the defense thereof, subject to the right of the Indemnified Person to be
separately represented and to direct its own defense if the named parties to any
such proceeding include both the Indemnified Person and the Indemnifying Person
and the Indemnified Person has been advised by counsel that representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) such Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary or (ii) the named parties in any such proceeding
(including any impleaded parties) include an Indemnifying Person and an
Indemnified Person and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that an Indemnifying Person shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and expenses shall
be reimbursed as they are incurred. Any such separate firm for the Indemnified
Holders shall be designated in writing by the Holders of the majority in Amount
of Registrable Securities, and any such separate firm for the Company, its
directors, respective officers and such control Persons of the Company shall be
designated in writing by the Company, and any such separate firm for the
Guarantor, its directors, respective officers and such control Persons of the


                                       15

<PAGE>

Guarantor shall be designated in writing by the Guarantor. The Indemnifying
Person shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, such Indemnifying Person agrees to indemnify any
Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. No Indemnifying Person shall, without the prior written
consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement includes an unconditional release of
such Indemnified Person from all liability on claims that are the subject matter
of such proceeding.

         If the indemnification provided for in the first and second paragraphs
of this Section 7 is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Indemnifying Person on the one hand and the Indemnified
Person on the other hand pursuant to the Purchase Agreement or from the offering
of the Registrable Securities pursuant to any Shelf Registration or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Indemnifying
Person on the one hand and the Indemnified Person on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Guarantor on the one hand and
any Indemnified Holder on the other shall be deemed to be in the same proportion
as the total net proceeds from the initial offering and sale of Notes (before
deducting expenses) received by the Company bear to the total net proceeds
received by such Indemnified Holder from sales of Registrable Securities giving
rise to such obligations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the Guarantor or
such Indemnified Holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

         Each of the Company, the Guarantor and the Initial Purchaser agrees
that it would not be just and equitable if contribution pursuant to this Section
7 were determined by pro rata allocation or by any other method of allocation
that does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7, in no event shall
any Holder be required to contribute any amount in excess of the amount by which
the net proceeds received by such Holder from the sale of the Registrable
Securities pursuant to a Shelf Registration Statement exceeds the amount of
damages which such Holder would have otherwise been required to pay by reason of
such untrue or alleged untrue


                                       16

<PAGE>

statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

         The remedies provided for in this Section 7 are not exclusive and shall
not limit any rights or remedies that may otherwise be available to any
indemnified party at law or in equity.

         The indemnity and contribution agreements contained in this Section 7
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder or any Person controlling any Holder or by or on behalf of the
Company or the Guarantor, their respective officers or directors or any other
Person controlling any of the Company or the Guarantor and (iii) acceptance of
and payment for any of the Registrable Securities.

         8. Rules 144 and 144A

         The Company and the Guarantor covenant that they will file the reports
required to be filed by them under the Securities Act and the Exchange Act, if
any, in a timely manner in accordance with the requirements of the Securities
Act and the Exchange Act and, for so long as any Registrable Securities remain
outstanding, if at any time neither the Company nor the Guarantor are not
required to file such reports, they will, upon the request of any Holder, make
available such information necessary to permit sales pursuant to Rule 144A. The
Company and the Guarantor further covenant that, for so long as any Registrable
Securities remain outstanding, they will use their reasonable best efforts to
take such further action as any Holder may reasonably request in writing, all to
the extent required from time to time to enable such holder to sell Notes
without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144(k) and Rule 144A, or (b) any similar rule or
regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing
in this Section 8 shall be deemed to require the Company or the Guarantor to
register any of their securities pursuant to the Exchange Act.

         9. Miscellaneous

         (a) No Inconsistent Agreements. Neither the Company nor the Guarantor
have, as of the date hereof, entered into, and neither the Company nor the
Guarantor shall, after the date of this Agreement, enter into any agreement with
respect to any of its securities that is inconsistent with the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions hereof.
Neither the Company nor the Guarantor will enter into any agreement with respect
to any of its securities that will grant to any Person piggyback registration
rights with respect to a Registration Statement, except to the extent any
existing right has not heretofore been waived; provided, however, that
notwithstanding anything herein to the contrary the rights previously granted by
the Company or the Guarantor shall not be negatively affected by the Agreement.

         (b) Adjustments Affecting Registrable Securities. Neither the Company
nor the Guarantor shall, directly or indirectly, take any action with respect to
the Notes as a class that


                                       17

<PAGE>

would adversely affect the ability of the Holders to include their Notes in a
registration undertaken pursuant to this Agreement.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Company and the Guarantor and the Holders of not less than the
majority in Amount of Registrable Securities; provided, however, that Section 7
and this Section 9(c) may not be amended, modified or supplemented without the
prior written consent of the Company, the Guarantor and each Holder (including,
in the case of an amendment, modification or supplement of Section 7, any Person
who was a Holder of Notes disposed of pursuant to any Registration Statement).
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Securities may be
given by Holders of at least a majority in Amount of Registrable Securities
being sold by such Holders pursuant to such Registration Statement.

         (d) Notices. All notices and other communications (including without
limitation any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

                  (1) if to a Holder, at the most current address of such Holder
         set forth on the records of the registrar under the Indenture, in the
         case of Holders of Notes, and the stock ledger of the Guarantor.

                  (2)      if to the Initial Purchaser:

                           Citigroup Global Markets Inc.
                           388 Greenwich Avenue
                           New York, New York  10013
                           Attention:  Legal Department
                           Facsimile No.: (212) 816-7912

                  with copies to:

                           Vinson & Elkins L.L.P.
                           2300 First City Tower
                           1001 Fannin
                           Houston, Texas  77002-6760
                           Attention:  Michael P. Finch
                           Facsimile No.: (713) 615-5282

                  (3)      if to the Company, at the addresses as follows:

                           Nabors Industries, Inc.
                           c/o Nabors Corporate Services, Inc.


                                       18

<PAGE>

                           515 West Greens Road, Suite 1200
                           Houston, Texas  77067
                           Attention:  Legal Department
                           Facsimile No.:  (281) 775-8431

                  with copies to:

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           1440 New York Avenue
                           Washington, D.C. 20005
                           Attention:  Michael P. Rogan
                           Facsimile No.:  (202) 393-5760

                  if to the Guarantor:

                           Nabors Industries Ltd.
                           2nd Fl. International Trading Centre
                           Warrens
                           St. Michael, Barbados
                           Attention:  Vice President--Administration
                           Facsimile No.:

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; one Business Day after
being timely delivered to a next-day air courier; and when the addressor
receives facsimile confirmation, if sent by facsimile.

         (e) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto,
including the Holders; provided, however, that this Agreement shall not inure to
the benefit of or be binding upon a successor or assign of a Holder unless and
except to the extent such successor or assign holds Notes.

         (f) Counterparts. This Agreement may be executed (including by
facsimile) in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

         (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

         (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the


                                       19

<PAGE>

remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.

         (j) Securities Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage in Amount of
Registrable Securities is required hereunder, Registrable Securities held by the
Company, the Guarantor or their respective affiliates (as such term is defined
in Rule 405 under the Securities Act) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.

         (k) Third Party Beneficiaries. Holders are intended third party
beneficiaries of this Agreement and this Agreement may be enforced by such
Persons.

         (l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Initial Purchaser on the
one hand and the Company and the Guarantor on the other, or between or among any
agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof and
thereof are merged herein and replaced hereby. In no event will such methods of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company.

         (m) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Section 5, 6 or 7 hereof and the
obligations to make payments of and provide for Liquidated Damages under Section
3 hereof to the extent such damages accrue prior to the end of the Effectiveness
Period, each of which shall remain in effect in accordance with its terms.


              [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       20

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                      NABORS INDUSTRIES, INC.



                                      By:   /s/ Bruce P. Koch
                                          -------------------------------------
                                      Name:
                                            -----------------------------------
                                      Title:
                                            -----------------------------------



                                      NABORS INDUSTRIES LTD.



                                      By:   /s/ Bruce P. Koch
                                          -------------------------------------
                                      Name:
                                            -----------------------------------
                                      Title:
                                            -----------------------------------



Confirmed and accepted as of
the date first above written:

CITIGROUP GLOBAL MARKETS INC.



By:     /s/ Quinn Fanning
   -----------------------------------------------------------
Name:
        ------------------------------------------------------
Title:
        ------------------------------------------------------


                                       21