Exhibit 1.1
EXECUTION COPY
WEATHERFORD INTERNATIONAL LTD.
(a Bermuda exempted company)
6.50% Senior Notes due 2036
Guaranteed by
WEATHERFORD INTERNATIONAL, INC.
(a Delaware corporation)
UNDERWRITING AGREEMENT
Dated: August 2, 2006
WEATHERFORD INTERNATIONAL LTD.
(a Bermuda exempted company)
$600,000,000
6.50% Senior Notes due 2036
Guaranteed by
WEATHERFORD INTERNATIONAL, INC.
(a Delaware corporation)
UNDERWRITING AGREEMENT
August 2, 2006
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
UBS Securities LLC
as Representatives of the several Underwriters
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
Weatherford International Ltd., a Bermuda exempted company (the “Company”), and Weatherford
International, Inc., a Delaware corporation (the “Guarantor”), confirm their agreement with Morgan
Stanley & Co. Incorporated (the “Lead Representative”) and each of the other Underwriters named in
Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter
substituted as hereinafter provided in Section 10 hereof), for whom Banc of America Securities LLC,
Morgan Stanley & Co. Incorporated and UBS Securities LLC are acting as representatives (in such
capacity, the “Representatives”), with respect to the issue and sale by the Company and the
purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts
set forth in said Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.50%
Senior Notes due 2036 (the “Notes”), guaranteed on an unsecured basis (the “Guarantees”) by the
Guarantor. The Notes and the Guarantees are hereinafter collectively referred to as the
“Securities”. The Securities are to be issued pursuant to an indenture dated as of October 1,
2003 (the “Indenture”) between the Company, the Guarantor and Deutsche Bank Trust Company Americas,
as trustee (the “Trustee”). The term “Indenture,” as used herein, includes the Board Resolution
and the Officer’s Certificate (as defined in the Indenture) establishing the form and terms of the
Securities pursuant to Sections 2.1 and 3.1 of the Indenture. Securities issued in book-entry form
will be issued to Cede & Co. as nominee of The Depository Trust Company (“DTC”) pursuant to a
letter agreement, to be dated as of the Closing Time (as defined in Section 2(b) hereof), among the
Company, the Trustee and DTC.
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The Company and the Guarantor understand that the Underwriters propose to make a public
offering of the Securities as soon as the Representatives deem advisable after this Agreement has
been executed and delivered and the Indenture has been qualified under the Trust Indenture Act of
1939, as amended (the “1939 Act”).
The Company and the Guarantor have filed with the U.S. Securities and Exchange Commission (the
“Commission”) a registration statement on Form S-3 (No. 333-135244), including the related base
prospectus (the “Base Prospectus”), covering the registration of the Securities under the U.S.
Securities Act of 1933, as amended (the “1933 Act”). The Company and the Guarantor have also filed
with the Commission a preliminary prospectus supplement relating to the Securities and
supplementing the Base Prospectus. Promptly after execution and delivery of this Agreement, the
Company and the Guarantor will prepare and file a final prospectus supplement in accordance with
the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the
1933 Act (the “1933 Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act
Regulations. The information included in such prospectus supplement that was omitted from such
registration statement at the time it became effective but that is deemed to be part of such
registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is
referred to as “Rule 430A Information.” Each prospectus for use in connection with the offering of
the Securities used before such registration statement became effective, and any prospectus or
prospectus supplement for use in connection with the offering of the Securities that omitted the
Rule 430A Information that was used after such effectiveness and prior to the execution and
delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration
statement, including the exhibits and any schedules thereto, at the time it became effective, and
including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the
1933 Act at such time and the Rule 430A Information, is herein called the “Registration Statement.”
Any registration statement relating to the Securities filed pursuant to Rule 462(b) of the 1933
Act Regulations is herein referred to as the “Rule 462(b) Registration Statement,” and after such
filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The
final prospectus, including the prospectus supplement, in the form first furnished to the
Underwriters for use in connection with the offering of the Securities, including the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of
the execution of this Agreement is herein called the “Prospectus”. Each issuer free writing
prospectus (as defined in Rule 433 of the 1933 Act) is identified on Schedule B hereto and referred
to herein as an “Issuer Free Writing Prospectus”. For purposes of this Agreement, all references
to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing
Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the
copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
system (“EDGAR”).
All references in this Agreement to financial statements and schedules and other information
which is “contained,” “included” or “stated” in the Registration Statement, any preliminary
prospectus or the Prospectus (or other references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information which is incorporated by
reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case
may be; and all references in this Agreement to amendments or supplements to the Registration
Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus shall
be deemed to mean and include the filing of any document under the U.S. Securities Exchange Act of
1934 (the “1934 Act”) which is incorporated by reference in the Registration Statement, such Issuer
Free Writing Prospectus, such preliminary prospectus or the Prospectus, as the case may be. The
term “Disclosure Package” shall mean, collectively, the Base Prospectus, the preliminary prospectus
supplement included in the Registration Statement, any Issuer Free Writing Prospectus, including
any Permitted Free Writing Prospectus (as defined herein), and the Final Term Sheet (as defined
herein).
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SECTION 1.
Representations and Warranties
.
(a)
Representations and Warranties by the Company and the Guarantor
. The Company and the
Guarantor jointly and severally represent and warrant to each Underwriter as of the date hereof and
as of the Closing Time referred to in Section 2(b) hereof, and agrees with each Underwriter, as
follows:
1.
Compliance with Registration Requirements
. The Company and the Guarantor
meet the requirements for use of Form S-3 under the 1933 Act. Each of the Registration
Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto
has become effective under the 1933 Act and no stop order suspending the effectiveness of
the Registration Statement, any Rule 462(b) Registration Statement or any post-effective
amendment thereto has been issued under the 1933 Act and no proceedings for that purpose
have been instituted or are pending or, to the knowledge of the Company or the Guarantor,
are contemplated by the Commission, and any request on the part of the Commission for
additional information has been complied with.
At the respective times the Registration Statement, any Rule 462(b) Registration
Statement and any post-effective amendments thereto became effective and at the Closing
Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments
and supplements thereto complied and will comply in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and
regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not
and 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 not misleading.
Neither the Prospectus nor any Issuer Free Writing Prospectus nor any amendments or
supplements to the Prospectus or any Issuer Free Writing Prospectus, at the time such
document or any such amendment or supplement was issued and at the Closing Time, included or
will include an untrue statement of a material fact or omitted or will omit to state a
material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. As of 1:15 p.m. (Eastern time) on
the date of this Agreement (the “Applicable Time”), the Disclosure Package did not include
any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances under which they were
made, not misleading. The representations and warranties in this subsection shall not apply
to statements in or omissions from the Registration Statement, the Prospectus or the
Disclosure Package made in reliance upon and in conformity with information furnished to the
Company by any Underwriter through the Representatives expressly for use in the Registration
Statement (or any amendment thereto), the Prospectus (or any amendment or supplement
thereto) or the Disclosure Package (or any amendment or supplement thereto).
Each preliminary prospectus and the Prospectus filed as part of the Registration
Statement as originally filed or as part of any amendment thereto complied when so filed in
all material respects with the 1933 Act Regulations and each preliminary prospectus and the
Prospectus delivered to the Underwriters for use in connection with this offering was
identical to the electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.
2.
Company is Well-Known Seasoned Issuer
. (i) At the time the Company or any
person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the
1933 Act) made any offer relating to the Securities in reliance on the exemption of Rule 163
of the 1933 Act, and (ii) as of the date of the execution and delivery of this Agreement
(with such date
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being used as the determination date for purposes of this clause (ii)), the Company was
and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act.
3.
Company Not Ineligible Issuer
. (i) At the earliest time after the filing of
the most recent amendment to the Registration Statement relating to the Securities that the
Company or another offering participant made a
bona fide
offer (within the meaning of Rule
164(h)(2)) of the 1933 Act, and (ii) as of the date of the execution and delivery of this
Agreement (with such date being used as the determination date for purposes of this clause
(ii)), the Company was not and is not an “Ineligible Issuer” (as defined in Rule 405 of the
1933 Act), without taking account of any determination by the Commission pursuant to Rule
405 of the 1933 Act that it is not necessary that the Company be considered an Ineligible
Issuer.
4.
Issuer Free Writing Prospectuses
. No Issuer Free Writing Prospectus, as of
its issue date and at all subsequent times through the completion of the offering of the
Securities or until any earlier date that the Company notified or notifies the
Representatives as described in the next sentence, did, does or will include any information
that conflicted, conflicts or will conflict with the information contained in the
Registration Statement, including any document incorporated by reference therein that has
not been superseded or modified. If at any time following issuance of an Issuer Free
Writing Prospectus there occurred or occurs an event or development as a result of which
such Issuer Free Writing Prospectus conflicted or would conflict with the information
contained in the Registration Statement, the Company has promptly notified or will promptly
notify the Representatives and has promptly amended or supplemented or will promptly amend
or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or
correct such conflict. The foregoing two sentences do not apply to statements in or
omissions from any Issuer Free Writing Prospectus based upon and in conformity with written
information furnished to the Company by any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the only such information
furnished by any Underwriter consists of the information described as such in Section 6(b)
hereof.
5.
Distribution of Offering Material By the Company and the Guarantor
.
The
Company and the Guarantor have not distributed and will not distribute, prior to the later
of the Closing Date and the completion of the Underwriters’ distribution of the Securities,
any offering material in connection with the offering and sale of the Securities other than
a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus included in
Schedule B hereto, any Permitted Free Writing Prospectus or the Registration Statement.
6.
Incorporated Documents
. The documents incorporated or deemed to be
incorporated by reference in the Registration Statement, the Prospectus and the Disclosure
Package at the time they were or hereafter are filed with the Commission, complied and will
comply in all material respects with the requirements of the 1934 Act and the rules and
regulations of the Commission thereunder (the “1934 Act Regulations”), and, when read
together with the other information in such Registration Statement, Prospectus or Disclosure
Package, as the case may be, at the time the Registration Statement became effective, at the
time the Prospectus was issued, at the Applicable Time and at the Closing Time, did not and
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 not misleading.
7.
Independent Accountants
. The accountants who certified the financial
statements and supporting schedules included in the Registration Statement are independent
public accountants as required by the 1933 Act and the 1933 Act Regulations.
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8.
Financial Statements
. The consolidated financial statements included in the
Registration Statement, the Prospectus and the Disclosure Package present fairly in all
material respects the financial position of the Company and its consolidated subsidiaries at
the dates indicated and the statement of operations, shareholders’ equity and cash flows of
the Company and its consolidated subsidiaries for the periods specified all prepared in
conformity with generally accepted accounting principles (“GAAP”) (subject, in the case of
interim statements, to normal year-end audit adjustments); and the Company has no material
contingent obligation that is not disclosed in such financial statements or in the
Registration Statement, Prospectus or Disclosure Package. The supporting schedules, if any,
included in the Registration Statement present fairly in accordance with GAAP the
information required to be stated therein. The summary financial information, the
capitalization table and the ratio of earnings to fixed charges included in the Prospectus
and Disclosure Package present fairly the information shown therein and have been compiled
on a basis consistent with that of the audited financial statements included in the
Registration Statement.
9.
No Material Adverse Change in Business
. Since the respective dates as of
which information is given in the Registration Statement, the Prospectus and the Disclosure
Package, except as otherwise stated therein, (A) there has been no material adverse change
in the consolidated financial position, shareholders’ equity, results of operations or
business of the Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have
been no transactions entered into by the Company or any of its subsidiaries, other than
those in the ordinary course of business, which are material with respect to the Company and
its subsidiaries considered as one enterprise, and (C) there has been no dividend or
distribution of any kind declared, paid or made by the Company on any class of its share
capital.
10.
Good Standing of the Company and the Guarantor
. The Company has been duly
organized and is validly existing as an exempted company in good standing under the laws of
Bermuda and has corporate power and authority to own, lease and operate its properties and
to conduct its business as described in the Prospectus and the Disclosure Package and to
enter into and perform its obligations under this Agreement; the Guarantor has been duly
organized and is validly existing as a corporation in good standing under the laws of the
State of Delaware and has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus and the Disclosure
Package and to enter into and perform its obligations under this Agreement; and the Company
is duly qualified as a foreign corporation to transact business and is in good standing in
each other jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the failure so to
qualify or to be in good standing would not result in a Material Adverse Effect; the
Guarantor is duly qualified as a foreign corporation to transact business and is in good
standing in each other jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of business, expect where the
failure to so qualify or to be in good standing would not result in a material adverse
change in the consolidated financial position, shareholders’ equity, results of operations
or business of the Guarantor and its subsidiaries considered as one enterprise, whether or
not arising in the ordinary course of business.
11.
Good Standing of Subsidiaries
. Each of the Company’s subsidiaries (as
defined in Rule 405 of the 1933 Act Regulations) have been duly incorporated or formed and
are validly existing as corporations, limited liability companies, limited partnerships or
other forms of entities, as the case may be, in good standing under the laws of their
respective jurisdictions of incorporation or formation, have the requisite power and
authority to own their respective
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properties and conduct their respective businesses, are duly qualified to do business
and are in good standing as foreign corporations, limited liability companies, limited
partnerships or other forms of entities in each jurisdiction in which their respective
ownership or lease of property or the conduct of their respective businesses requires such
qualification, except to the extent that the failure to be so qualified or be in good
standing would not have a Material Adverse Effect.
12.
Capitalization
. The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of the Company, have been duly and validly
authorized and issued, are fully paid and non-assessable and conform to the description
thereof contained in the Prospectus; and all of the issued shares, share capital or other
equity interests of each subsidiary of the Company, have been duly and validly authorized
and issued and are fully paid and non-assessable and (except for
directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims.
13.
Authorization of Agreement
. This Agreement has been duly authorized,
executed and delivered by the Company and the Guarantor.
14.
Authorization of the Indenture
. The Indenture has been duly authorized by
the Company and the Guarantor, duly qualified under the 1939 Act and duly executed and
delivered by the Company and the Guarantor. The Indenture constitutes a valid and binding
agreement of the Company and the Guarantor, enforceable against the Company and the
Guarantor in accordance with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’
rights generally and except as enforcement thereof is subject to general principles of
equity (regardless of whether enforcement is considered in a proceeding in equity or at
law).
15.
Authorization of the Securities
. The Securities have been duly authorized
and, at the Closing Time, will have been duly executed by the Company and the Guarantor, as
the case may be, for issuance and sale pursuant to this Agreement. The Securities, when
authenticated, issued and delivered in the manner provided for in the Indenture and
delivered against payment of the purchase price therefor as provided in this Agreement, will
have been duly executed, authenticated, issued and delivered and will constitute valid and
binding obligations of the Company and the Guarantor, enforceable against the Company and
the Guarantor, as the case may be, in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors’ rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law), and will be in the form contemplated by, and entitled to
the benefits of, the Indenture.
16.
Description of the Securities and the Indenture
. The Securities and the
Indenture will conform in all material respects to the respective statements relating
thereto contained in the Prospectus and the Disclosure Package and will be in substantially
the respective forms filed or incorporated by reference, as the case may be, as exhibits to
the Registration Statement.
17.
Absence of Defaults and Conflicts
. Neither the Company nor any of its
subsidiaries is (i) in violation of its charter, memorandum of association or bye-laws or
similar governing document, as applicable, (ii) in default, and no event has occurred which,
with notice or lapse of time or both, would constitute such a default, in the due
performance or observance of any term, obligation, agreement, covenant or condition
contained in any contract, indenture,
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mortgage, deed of trust, loan or credit agreement, lease or other agreement or
instrument to which it is a party or by which it is bound or which any of its properties or
assets may be subject (collectively, “Agreements and Instruments”) or (iii) in violation of
any law, ordinance, governmental rule, regulation or court decree to which it or its
property or assets may be subject, except with respect to (ii) or (iii), for any such
violations or defaults that would not be reasonably likely, singly or in the aggregate, to
have a Material Adverse Effect; and the execution, delivery and performance of this
Agreement, the Indenture and the Securities and the consummation of the transactions
contemplated herein and in the Registration Statement (including the issuance and sale of
the Securities and the use of the proceeds from the sale of the Securities as described in
the Prospectus under the caption “Use of Proceeds” and in the Disclosure Package) and
compliance by the Company and the Guarantor with their respective obligations hereunder and
under the Indenture and the Securities have been duly authorized by all necessary corporate
action and do not and will not, whether with or without the giving of notice or passage of
time or both, (i) conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default or Repayment Event (as defined below) under, or
result in the creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any subsidiary pursuant to, the Agreements and Instruments, (ii)
result in any violation of the provisions of the charter, memorandum of association or
bye-laws (or similar governing document) of the Company or any of its subsidiaries or (iii)
result in any violation of any applicable law, statute, rule, regulation, judgment, order,
writ or decree of any government, government instrumentality or court, domestic or foreign,
having jurisdiction over the Company or any subsidiary or any of their assets, properties or
operations; except for such conflict, breach, violation or default which would, for purposes
of clauses (i) and (iii) above, either individually or in the aggregate, not have a Material
Adverse Effect. As used herein, a “Repayment Event” means any event or condition which
gives the holder of any note, debenture or other evidence of indebtedness (or any person
acting on such holder’s behalf) the right to require the repurchase, redemption or repayment
of all or a portion of such indebtedness by the Company or any subsidiary.
18.
Absence of Labor Dispute
. No labor dispute with the employees of the
Company or any subsidiary exists or, to the knowledge of the Company or the Guarantor, is
imminent, which would reasonably be expected to have a Material Adverse Effect; and there
are no significant unfair labor practice complaints pending against the Company or any of
its subsidiaries or, to the knowledge of the Company or the Guarantor, threatened against
any of them.
19.
Absence of Proceedings
. There is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental agency or body, domestic or
foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting
the Company or any subsidiary, which is required to be disclosed in the Registration
Statement (other than as disclosed therein), or which would reasonably be expected to result
in a Material Adverse Effect, or which would reasonably be expected to materially and
adversely affect the consummation of the transactions contemplated in this Agreement or the
performance by the Company and the Guarantor of their respective obligations hereunder; the
aggregate of all pending legal or governmental proceedings to which the Company or any
subsidiary is a party or of which any of their respective property or assets is the subject
which are not described in the Registration Statement, the Prospectus or the Disclosure
Package, including ordinary routine litigation incidental to the business, would not
reasonably be expected to result in a Material Adverse Effect.
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20.
Accuracy of Exhibits
. There are no contracts or documents which are
required to be described in the Registration Statement, the Prospectus or the documents
incorporated by reference therein or to be filed as exhibits thereto which have not been so
described and filed as required.
21.
Possession of Intellectual Property
. The Company and its subsidiaries own
or possess adequate rights to use all material patents, patent applications, trademarks,
service marks, trade names, trademark registrations, service mark registrations, copyrights
and licenses necessary for the conduct of their respective businesses and have no reason to
believe that the conduct of their respective businesses will conflict with, and have not
received any notice of any claim of conflict with, any such rights of others, except where
such conflict could not reasonably be expected to have a Material Adverse Effect.
22.
Absence of Manipulation
. None of the Company, the Guarantor or any of
their affiliates has taken, nor will the Company, the Guarantor or any of their affiliates
take, directly or indirectly, any action which is designed to or which has constituted or
which would be expected to cause or result in stabilization or manipulation of the price of
any security of the Company or the Guarantor to facilitate the sale or resale of the
Securities.
23.
Absence of Further Requirements
. No filing with, or authorization,
approval, consent, license, order, registration, qualification or decree of, any court or
governmental authority or agency is necessary or required for the performance by the Company
and the Guarantor of their respective obligations hereunder, in connection with the
offering, issuance or sale of the Securities hereunder or the consummation of the
transactions contemplated by this Agreement or for the due execution, delivery or
performance of the Indenture by the Company and the Guarantor, except (A) as may be required
under the 1933 Act or the 1933 Act Regulations or state or securities laws and the Companies
Act 1981 of Bermuda and except for the qualification of the Indenture under the 1939 Act or
(B) as have already been made, obtained or rendered, as applicable, and except where the
failure to so make, obtain or render, singly or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect.
24.
Possession of Licenses and Permits
. The Company and its subsidiaries
possess such permits, licenses, approvals, consents and other authorizations (collectively,
“Governmental Licenses”) issued by the appropriate federal, state, local or foreign
regulatory agencies or bodies necessary to conduct the business now operated by them, except
where the failure so to possess would not, singly or in the aggregate, reasonably be
expected to result in a Material Adverse Effect; the Company and its subsidiaries are in
compliance with the terms and conditions of all such Governmental Licenses, except where the
failure so to comply would not, singly or in the aggregate, reasonably be expected to result
in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force
and effect, except when the invalidity of such Governmental Licenses or the failure of such
Governmental Licenses to be in full force and effect would not, singly or in the aggregate,
reasonably be expected to result in a Material Adverse Effect; and neither the Company nor
any of its subsidiaries has received any notice of proceedings relating to the revocation or
modification of any such Governmental Licenses which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would result in a Material Adverse
Effect.
25.
Title to Property
. The Company and its subsidiaries have good and
indefeasible title in fee simple to all real property owned by the Company and its
subsidiaries and good and valid title to all other properties owned by them, in each case,
free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or
encumbrances of any kind except such as
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(a) are described in the Prospectus or (b) would not, singly or in the aggregate,
reasonably be expected to result in a Material Adverse Effect; and all of the leases and
subleases material to the business of the Company and its subsidiaries, considered as one
enterprise, and under which the Company or any of its subsidiaries holds properties
described in the Prospectus, are in full force and effect, and neither the Company nor any
subsidiary has any notice of any material claim of any sort that has been asserted by anyone
adverse to the rights of the Company or any subsidiary under any of the leases or subleases
mentioned above, or affecting or questioning the rights of the Company or such subsidiary to
the continued possession of the leased or subleased premises under any such lease or
sublease.
26.
Investment Company Act
. Neither the Company nor the Guarantor is, and upon
the issuance and sale of the Securities as herein contemplated and the application of the
net proceeds therefrom as described in the Prospectus, neither the Company nor the Guarantor
will be, an “investment company” or an entity “controlled” by an “investment company”, as
such terms are defined in the U.S. Investment Company Act of 1940, as amended (the “1940
Act”).
27.
Environmental Laws
. Except as described in the Registration Statement, the
Prospectus and the Disclosure Package and except as would not, singly or in the aggregate,
result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is
in violation of any federal, state, local or foreign statute, law, rule, regulation,
ordinance, code, policy or rule of common law or any judicial or administrative
interpretation thereof, including any judicial or administrative order, consent, decree or
judgment, relating to pollution or protection of human health, the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata) or wildlife, including, without limitation, laws and regulations relating to the
release or threatened release of chemicals, pollutants, contaminants, wastes, toxic
substances, hazardous substances, petroleum or petroleum products, asbestos-containing
materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have
all permits, authorizations and approvals required under any applicable Environmental Laws
and are each in compliance with their requirements, (C) there are no pending or, to the
knowledge of the Company, threatened administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or violation, investigation
or proceedings relating to any Environmental Law against the Company or any of its
subsidiaries and (D) there are no events or circumstances that would reasonably be expected
to form the basis of an order for clean-up or remediation, or an action, suit or proceeding
by any private party or governmental body or agency, against or affecting the Company or any
of its subsidiaries relating to Hazardous Materials or any Environmental Laws.
28.
Subsequent Events
. Neither the Company nor any of its subsidiaries has
sustained, since the date of the latest audited financial statements included in the
Registration Statement, the Prospectus and the Disclosure Package, any material loss or
interference with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Registration Statement, the
Prospectus or the Disclosure Package; and, since such date, there has not been any material
change in the share capital or long-term debt of the Company or any of its subsidiaries, or
any material adverse change or any development involving a prospective material adverse
change in the condition, financial or otherwise, or in the earnings or business of the
Company and its subsidiaries, otherwise than as set forth or contemplated in the
Registration Statement, the Prospectus or the Disclosure Package.
9
29.
Insurance
. The Company and each of its subsidiaries carry, or are covered
by, insurance in such amounts and covering such risks as they reasonably deem sufficient for
the conduct of their respective businesses and the value of their respective properties, and
neither the Company nor any subsidiary has received notice of cancellation or non-renewal of
such insurance.
30.
Books and Records
. The Company and each of its subsidiaries (i) makes and
keeps books and records, which accurately reflect transactions and dispositions of its
assets, (ii) maintains internal accounting controls which provide reasonable assurance that
(A) transactions are executed in accordance with management’s general and specific
authorization, (B) transactions are recorded as necessary to permit preparation of its
financial statements and to maintain accountability for its assets, (C) access to its assets
is permitted only in accordance with management’s general and specific authorization and (D)
the recorded accountability for its assets is compared with existing assets at reasonable
intervals.
31.
Foreign Corrupt Practices Act
. Neither the Company nor any of its
subsidiaries, nor any director, officer, agent, employee or shareholder acting on behalf of
the Company or any of its subsidiaries, is aware of or has used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating to political
activity; made any direct or indirect unlawful payment to any foreign or domestic government
official or employee from corporate funds; violated or is in violation of any provision of
the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (collectively, the “FCPA”) or similar law, ordinance, rule or regulation
applicable to the Company and its subsidiaries; or made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment. The Company, its subsidiaries and,
to the knowledge of the Company, its affiliates, have conducted their business in compliance
with the FCPA and have instituted and maintain policies and procedures designed to ensure,
and which are reasonably expected to continue to ensure, continued compliance therewith.
32.
No Conflict with Money Laundering Laws
.
The operations of the Company and
its subsidiaries are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements of the U.S. Currency and Foreign
Transactions Reporting Act of 1970, as amended, the money laundering statutes of all
applicable jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines issued, administered or enforced by any governmental agency
(collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Company
or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the
best knowledge of the Company, threatened.
33.
No Conflict with OFAC Laws
. Neither the Company nor any of its
subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or
affiliate of the Company or any of its subsidiaries is currently subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the
offering, or lend, contribute or otherwise make available such proceeds, to any subsidiary,
joint venture partner or other person or entity, for the purpose of financing the activities
of any person currently subject to any U.S. sanctions administered by OFAC, in each case
other than in compliance with all applicable OFAC rules, regulations and procedures.
10
34.
Borrowing Regulations
. The Company and its subsidiaries have not taken, and
will not take, any action that might cause this Agreement or the issuance or sale of the
Securities to violate Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221)
or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve
System.
35.
Disclosure Controls and Procedures
. (i) The Company has established and
maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the 1934 Act); (ii) such disclosure controls and procedures are designed to
ensure that information required to be disclosed by the Company in the reports it files or
submits under the 1934 Act is accumulated and communicated to the Company’s management,
including its principal executive officer and its principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure; and (iii) such
disclosure controls and procedures are effective in all material respects to perform the
functions for which they were established. Since the date of the most recent evaluation of
such disclosure controls and procedures, there have been no significant changes in internal
controls or in other factors that could significantly affect internal controls, including
any corrective actions with regard to significant deficiencies and material weaknesses.
36.
Internal Controls
. Except as disclosed in the Registration Statement or
the Prospectus, since December 31, 2005, there has not been (i) any significant deficiency
in the design or operation of internal controls which could adversely affect the Company’s
or the Guarantor’s ability to record, process, summarize and report financial data nor any
material weaknesses in internal controls; or (ii) any fraud, whether or not material, that
involves management or other employees who have a significant role in the Company’s or the
Guarantor’s internal controls. Except as disclosed in the Registration Statement or the
Prospectus, since December 31, 2005, there have been no significant changes in internal
controls or in other factors that could significantly affect internal controls, including
any corrective actions with regard to significant deficiencies and material weaknesses. The
Company and the Guarantor have designed and maintain internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and Rules 15d-15(f) under the 1934
Act, referred to herein as “Reporting Controls”), and the Reporting Controls are (i)
designed to, and sufficient to, provide reasonable assurance (A) that transactions are
executed in accordance with management’s general or specific authorizations; (B) that
transactions are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability; (C) that access to assets is permitted only in accordance with management’s
general or specific authorization; (D) that the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences; and (E) regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and include, without limitation, those processes
specifically referred to in Rule 13a-15(f) and Rule 15d-15(f) and (ii) to the knowledge of
the Company and the Guarantor, effective to perform the functions for which they are
maintained.
(b)
Officer’s Certificates
. Any certificate signed by any officer of the Company or
the Guarantor delivered to the Representatives or to counsel for the Underwriters shall be deemed a
representation and warranty by the Company or the Guarantor, as the case may be, to each
Underwriter as to the matters covered thereby.
11
SECTION 2.
Sale and Delivery to Underwriters; Closing
.
(a)
Securities
. On the basis of the representations, warranties and agreements herein
contained and subject to the terms and conditions herein set forth, the Company and the Guarantor
agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and
not jointly, agrees to purchase from the Company and the Guarantor, at a price equal to 98.409% of
the principal amount thereof, the aggregate principal amount of Securities set forth in Schedule A
opposite the name of such Underwriter, plus any additional principal amount of Securities which
such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
(b)
Payment
. Payment of the purchase price for, and delivery of certificates for, the
Securities shall be made at the offices of Fulbright & Jaworski L.L.P., 1301 McKinney, Houston,
Texas 77010, or at such other place as shall be agreed upon by the Representatives and the Company,
at 9:00 A.M. (Eastern time) on the third business day after the date hereof (unless postponed in
accordance with the provisions of Section 10), or such other time not later than ten business days
after such date as shall be agreed upon by the Representatives and the Company (such time and date
of payment and delivery being herein called “Closing Time”).
Payment shall be made to the Company by wire transfer of immediately available funds to a bank
account designated by the Company, against delivery to the Representatives for the respective
accounts of the Underwriters of certificates for the Securities to be purchased by them. It is
understood that each Underwriter has authorized the Representatives, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the Securities which it has
agreed to purchase. The Lead Representative, individually and not as representative of the
Underwriters, may (but shall not be obligated to) make payment of the purchase price for the
Securities to be purchased by any Underwriter whose funds have not been received by the Closing
Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery
of the Securities shall be made through the facilities of DTC.
(c)
Denominations; Registration
. Certificates for the Securities shall be in such
denominations ($1,000 or integral multiples thereof) and registered in such names as the
Representatives may request in writing at least one full business day before the Closing Time. The
Securities will be made available for examination and packaging by the Representatives in The City
of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time.
SECTION 3.
Covenants of the Company and the Guarantor
. The Company and the Guarantor
jointly and severally covenant with each Underwriter as follows:
(a)
Compliance with Securities Regulations and Commission Requests
. The Company and the
Guarantor, subject to Section 3(b), will comply with the requirements of Rule 430A and will notify
the Representatives immediately, and confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement shall become effective, or when any supplement to the
Prospectus, any amended Prospectus, or any Issuer Free Writing Prospectus or supplement or
amendment thereto shall have been filed, (ii) of the receipt of any comments from the Commission,
(iii) of any request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the preliminary prospectus, the Prospectus or any Issuer Free Writing
Prospectus or any document incorporated by reference therein or for additional information, and
(iv) of the issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of any order preventing or suspending the use of any preliminary
prospectus, of the Prospectus or of any Issuer Free Writing Prospectus, or of the suspension of the
qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or
threatening of any proceedings for any of such purposes. The Company and the Guarantor will
promptly effect the filings necessary pursuant to Rule 424(b) and Rule 433 and
12
will take such steps as they deem necessary to ascertain promptly whether the form of
prospectus transmitted for filing under Rule 424(b) and the Final Term Sheet transmitted for filing
under Rule 433 were received for filing by the Commission and, in the event that any such document
was not, they will promptly file such document. The Company and the Guarantor will use their
reasonable best efforts to prevent the issuance of any stop order and, if any stop order is issued,
to obtain the lifting thereof as soon as possible. The Company shall pay the required Commission
filing fees relating to the Securities within the time period required by Rule 456(b)(i) of the
1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules
456(b) and 457(r) of the 1933 Act Regulations and, if applicable, shall have updated the
“Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a
post-effective amendment to the Registration Statement or on the cover page of a prospectus filed
pursuant to Rule 424(b).
(b)
Filing of Amendments
. The Company and the Guarantor will give the Representatives notice
of their intention to file or prepare any amendment to the Registration Statement (including any
filing under Rule 462(b)) or any amendment, supplement or revision to any of the prospectus
included in the Registration Statement at the time it became effective, the preliminary prospectus,
the Prospectus or any Issuer Free Writing Prospectus, whether pursuant to the 1933 Act, the 1934
Act or otherwise, will furnish the Representatives with copies of any such documents a reasonable
amount of time prior to such proposed filing or use, as the case may be, and will not file or use
any such document without the consent of the Representatives, which consent shall not be
unreasonably withheld.
(c)
Final Term Sheet
. The Company and the Guarantor will file, pursuant to Rule 433(d) under
the 1933 Act and within the time required by such rule, the final term sheet containing only the
description of the Securities in the form attached hereto as Schedule D (the “Final Term Sheet”).
(d)
Permitted Free Writing Prospectuses
. Each of the Company and the Guarantor represents
that it has not made, and agrees that, unless it obtains the prior written consent of the
Representatives, it will not make, any offer relating to the Securities that would constitute an
Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as
defined in Rule 405 of the 1933 Act) required to be filed by the Company or the Guarantor with the
Commission or retained by the Company under Rule 433 of the 1933 Act; provided that the prior
written consent of the Representatives hereto shall be deemed to have been given in respect of the
Issuer Free Writing Prospectuses identified on Schedule B hereto. Any such free writing prospectus
consented to by the Representatives is herein referred to as a “Permitted Free Writing Prospectus”.
Each of the Company and the Guarantor agrees that (i) it has treated and will treat, as the case
may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has
complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the
1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing
with the Commission, legending and record keeping. The Company and the Guarantor consent to the
use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing
prospectus” as defined in Rule 433, and (b) contains only (i) information describing the
preliminary terms of the Securities or their offering, (ii) information permitted by Rule 134 under
the 1933 Act or (iii) information that describes the final terms of the Securities or their
offering and that is included in the Final Term Sheet.
(e)
Delivery of Registration Statements
. The Company and the Guarantor have furnished or will
deliver to the Representatives and counsel for the Underwriters, without charge, signed copies of
the Registration Statement as originally filed and of each amendment thereto (including exhibits
filed therewith or incorporated by reference therein and documents incorporated or deemed to be
incorporated by reference therein) and signed copies of all consents and certificates of experts,
and will also deliver to the Representatives, without charge, a conformed copy of the Registration
Statement as originally filed and of each amendment thereto (without exhibits) for each of the
Underwriters. The copies of the
13
Registration Statement and each amendment thereto furnished to the Underwriters will be
identical to the electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.
(f)
Delivery of Prospectuses
. The Company and the Guarantor have delivered to each
Underwriter, without charge, as many copies of each preliminary prospectus and Issuer Free Writing
Prospectus as such Underwriter reasonably requested, and the Company and the Guarantor hereby
consent to the use of such copies for purposes permitted by the 1933 Act. The Company and the
Guarantor will furnish to each Underwriter, without charge, during the period when the Prospectus
is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended
or supplemented) and any Issuer Free Writing Prospectuses as such Underwriter may reasonably
request. The preliminary prospectus, preliminary prospectus supplement, Prospectus, and each
Issuer Free Writing Prospectus and any amendments or supplements to such documents furnished to the
Underwriters will be identical to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(g)
Continued Compliance with Securities Laws
. The Company and the Guarantor will comply with
the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939
Act and the 1939 Act Regulations so as to permit the completion of the distribution of the
Securities as contemplated in this Agreement and in the Prospectus. From the Applicable Time until
such time as it is determined that a prospectus is no longer required by the 1933 Act to be
delivered in connection with the sale of the Securities, any event shall occur or
condition shall exist as a result of which it is necessary, in the opinion of counsel for the
Underwriters or for the Company or the Guarantor, to amend the Registration Statement or amend or
supplement the Prospectus or the Disclosure Package in order that the Prospectus or the Disclosure
Package will not include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of
such counsel, at any such time to amend the Registration Statement or amend or supplement the
Prospectus or the Disclosure Package in order to comply with the requirements of the 1933 Act or
the 1933 Act Regulations, the Company and the Guarantor will promptly prepare and file with the
Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct
such statement or omission or to make the Registration Statement, the Prospectus or the Disclosure
Package comply with such requirements, and the Company and the Guarantor will furnish to the
Underwriters such number of copies of such amendment or supplement as the Underwriters may
reasonably request.
(h)
Blue Sky Qualifications
. The Company and the Guarantor will use their best efforts, in
cooperation with the Underwriters, to qualify the Securities for offering and sale under the
applicable securities laws of such states and other jurisdictions as the Representatives may
designate and to maintain such qualifications in effect for a period of not less than one year from
the later of the effective date of the Registration Statement and any Rule 462(b) Registration
Statement; provided, however, that the Company and the Guarantor shall not be obligated to file any
general consent to service of process or to qualify as a foreign corporation or as a dealer in
securities in any jurisdiction in which it is not so qualified or so subject itself to taxation in
respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company
and the Guarantor will also supply the Underwriters with such information as is necessary for the
determination of the legality of the Securities for investment under the laws of such jurisdictions
as the Underwriters may request.
(i)
Rule 158
. The Company will timely file such reports pursuant to the 1934 Act as are
necessary in order to make generally available to its securityholders an earnings statement for the
14
purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a)
of the 1933 Act.
(j)
Use of Proceeds
. The Company will use the net proceeds received by it from the sale of
the Securities in the manner specified in the Prospectus under “Use of Proceeds”.
(k)
Reporting Requirements
. The Company, during the period when the Prospectus is required to
be delivered under the 1933 Act, will file all documents required to be filed with the Commission
pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act
Regulations.
(l)
Rating of Securities
. The Company and the Guarantor will take all reasonable action
necessary to enable Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), and
Moody’s Investors Service Inc. (“Moody’s”) to provide their respective credit ratings of the
Securities.
(m)
DTC
. The Company and the Guarantor will cooperate with the Representatives and use
commercially reasonable efforts to permit the Securities to be eligible for clearance and
settlement through the facilities of DTC.
SECTION 4.
Payment of Expenses
.
(a)
Expenses
. The Company and the Guarantor will pay all expenses incident to the performance
of their respective obligations under this Agreement, including (i) the preparation, printing and
filing of the Registration Statement (including financial statements and exhibits) as originally
filed and of each amendment thereto, (ii) the preparation, printing and delivery to the
Underwriters of this Agreement, the Indenture and such other documents as may be required in
connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the
preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (iv)
the fees and disbursements of the Company’s and Guarantor’s counsel, accountants and other
advisors, (v) the qualification of the Securities under securities laws in accordance with the
provisions of Section 3(h) hereof, including filing fees and the reasonable fees and disbursements
of counsel for the Underwriters in connection therewith and in connection with the preparation of
the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters
of copies of each preliminary prospectus and of the Prospectus, any Issuer Free Writing Prospectus
and any amendments or supplements to such documents, (vii) the preparation, printing and delivery
to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees
and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in
connection with the Indenture and the Securities, (ix) the costs and expenses of the Company
relating to investor presentations on any “road show” undertaken in connection with the marketing
of the Securities, including without limitation, expenses associated with the production of road
show slides and graphics, fees and expenses of any consultants engaged in connection with the road
show presentations, travel and lodging expenses of the representatives and officers of the Company
and the Guarantor and any such consultants, and the cost of aircraft and other transportation
chartered in connection with the road show, (x) any fees payable in connection with the rating of
the Securities, and (xi) the filing fees incident to, and the reasonable fees and disbursements of
counsel to the Underwriters in connection with, the review, if any, by NASD Regulation, Inc. of the
terms of the sale of the Securities; provided that, the Underwriters shall pay their own costs and
expenses, including the costs and expenses of counsel, any transfer taxes on the Securities that
they may sell and the expenses of advertising any offering of the Securities made by the
Underwriters.
(b)
Termination of Agreement
. If this Agreement is terminated by the Representatives in
accordance with the provisions of Section 5, Section 9(a)(i) or the first clause of Section
9(a)(iii) hereof,
15
the Company and the Guarantors shall reimburse the Underwriters for all of their out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the Underwriters.
SECTION 5.
Conditions of Underwriters’ Obligations
. The obligations of the several
Underwriters hereunder are subject to the accuracy of the representations and warranties of the
Company and the Guarantor contained in Section 1 hereof or in certificates of any officer of the
Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the
performance by the Company and the Guarantor of their covenants and other obligations hereunder,
and to the following further conditions:
(a)
Effectiveness of Registration Statement
. The Registration Statement, including any Rule
462(b) Registration Statement, has become effective and at Closing Time no stop order suspending
the effectiveness of the Registration Statement shall have been issued under the 1933 Act or
proceedings therefor initiated or threatened by the Commission, and any request on the part of the
Commission for additional information shall have been complied with to the reasonable satisfaction
of counsel to the Underwriters. A prospectus containing the Rule 430A Information shall have been
filed with the Commission in accordance with Rule 424(b) (or a post-effective amendment providing
such information shall have been filed and declared effective in accordance with the requirements
of Rule 430A). In addition, the Final Term Sheet shall have been filed in accordance with the
requirements of Rule 433. The Company shall have paid the required Commission filing fees relating
to the Securities within the time period required by Rule 456(b)(i) of the 1933 Act Regulations
without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of
the 1933 Act Regulations and, if applicable, shall have updated the “Calculation of Registration
Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the
Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).
(b)
Opinion of Counsel for Company and Guarantor
.
1. At Closing Time, the Representatives shall have received the favorable opinion,
dated as of Closing Time, of Andrews Kurth LLP, counsel for the Company and the Guarantor,
in form and substance reasonably satisfactory to counsel for the Underwriters, together with
signed or reproduced copies of such letter for each of the other Underwriters to the effect
set forth in Exhibit A-1 hereto.
2. At Closing Time, the Representatives shall have received the favorable opinion,
dated as of Closing Time, of the Senior Vice President and General Counsel for the Company
and the Guarantor, in form and substance reasonably satisfactory to counsel for the
Underwriters, together with signed or reproduced copies of such letter for each of the other
Underwriters to the effect set forth in Exhibit A-2 hereto.
3. At Closing Time, the Representatives shall have received the favorable opinion,
dated as of Closing Time, of Conyers Dill & Pearman, special Bermuda counsel for the
Company, in form and substance reasonably satisfactory to counsel for the Underwriters,
together with signed or reproduced copies of such letter for each of the other Underwriters
to the effect set forth in Exhibit A-3 hereto.
(c)
Opinion of Counsel for Underwriters
.
1. At Closing Time, the Representatives shall have received the favorable opinion,
dated as of Closing Time, of Fulbright & Jaworski L.L.P., counsel for the Underwriters, in
form and substance reasonably satisfactory to counsel for the Underwriters, together with
signed or
16
reproduced copies of such letter for each of the other Underwriters to the effect set
forth in Exhibit A-4 hereto.
2. At Closing Time, the Representatives shall have received the favorable opinion,
dated as of Closing Time, of Appleby Spurling Hunter, counsel for the Underwriters, in form
and substance reasonably satisfactory to counsel for the Underwriters, together with signed
or reproduced copies of such letter for each of the other Underwriters to the effect set
forth in Exhibit A-5 hereto.
(d)
Officers’ Certificate
. At Closing Time, there shall not have been, since the date hereof
or since the respective dates as of which information is given in the Prospectus or the Disclosure
Package, any material adverse change in the consolidated financial position, shareholders’ equity,
results of operations or business of the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, and the Representatives shall have
received a certificate of the President or a Vice President of the Company and the Guarantor and of
the chief financial or chief accounting officer of the Company and the Guarantor, dated as of
Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the
representations and warranties in Section 1(a) hereof are true and correct with the same force and
effect as though expressly made at and as of Closing Time, (iii) the Company and the Guarantor have
complied with all agreements and satisfied all conditions on their part to be performed or
satisfied at or prior to Closing Time, and (iv) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have been instituted or
are pending or, to such officer’s knowledge, contemplated by the Commission.
(e)
Accountants’ Comfort Letter
. At the time of the execution of this Agreement, the
Representatives shall have received from Ernst & Young LLP a letter dated such date, in form and
substance satisfactory to the Representatives, together with signed or reproduced copies of such
letter for each of the other Underwriters containing statements and information of the type
ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial
statements and certain financial information relating to the Company and its subsidiaries contained
in the Registration Statement, the Prospectus and the Disclosure Package.
(f)
Bring-down Comfort Letter
. At Closing Time, the Representatives shall have received from
Ernst & Young LLP a letter, dated as of Closing Time, to the effect that they reaffirm the
statements made in the letter furnished pursuant to subsection (e)(i) of this Section, except that
the specified date referred to shall be a date not more than two business days prior to Closing
Time.
(g)
Company and Guarantor Certifications Regarding Earnings and Financial Information for the
Quarter Ended June 30, 2006
. At the time of the execution of this Agreement and again at the
Closing Time, the Representatives shall have received from the Chief Financial Officer and the
Controller of the Company and the Guarantor a certificate dated such date, in form and substance
satisfactory to the Representatives, together with signed or reproduced copies of such certificate
for each of the other Underwriters containing statements and information of the type ordinarily
included in accountants’ “comfort letters” to underwriters with respect to (i) earnings and
financial information relating to the Company, the Guarantor and their respective subsidiaries for
the three months and six months ended June 30, 2006 and as of June 30, 2006, to the extent such
information is included or incorporated by reference in the Prospectus or the Disclosure Package,
as well as the period from July 1, 2006 to the Closing Date and (ii) unaudited financial
information, including pro forma financial information, in the consolidated financial statements of
the Company included in its Annual Report on Form 10-K for the year ended December 31, 2005 filed
with the Commission.
17
(h)
Maintenance of Rating
. At Closing Time, the Securities shall be rated at least Baa1 by
Moody’s and BBB+ by S&P, and the Company and the Guarantor shall have delivered to the
Representatives a letter dated within 7 business days of the Closing Time, from each such rating
agency, or other evidence satisfactory to the Representatives, confirming that the Securities have
such ratings; and since the date of this Agreement, there shall not have occurred a downgrading in
the rating assigned to the Securities or any of the Company’s or Guarantor’s other debt securities
by any “nationally recognized statistical rating agency”, as that term is defined by the Commission
for purposes of Rule 436(g)(2) under the 1933 Act, and no such organization shall have publicly
announced that it has under surveillance or review its rating of the Securities or any debt
securities of the Company or the Guarantor.
(i)
Additional Documents
. At Closing Time, counsel for the Underwriters shall have been
furnished with such other documents and opinions as they may reasonably require for the purpose of
enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in
order to evidence the accuracy of any of the representations or warranties, or the fulfillment of
any of the conditions, herein contained; and all proceedings taken by the Company and the Guarantor
in connection with the issuance and sale of the Securities as herein contemplated shall be
reasonably satisfactory in form and substance to the Representatives and counsel for the
Underwriters.
(j)
Termination of Agreement
. If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated by the
Representatives by notice to the Company at any time at or prior to Closing Time, and such
termination shall be without liability of any party to any other party except as provided in
Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in
full force and effect.
SECTION 6.
Indemnification
.
(a)
Indemnification of the Underwriters.
Each of the Company and the Guarantor, jointly and
severally, agree to indemnify and hold harmless each Underwriter, its directors, officers,
employees and agents, and each person, if any, who controls any Underwriter within the meaning of
the 1933 Act and the 1934 Act against any loss, claim, damage, liability or expense, as incurred,
to which such Underwriter or such controlling person may become subject, insofar as such loss,
claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises
out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (or any amendment thereto), including the Rule 430A
Information, or the omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or
alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer
Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission
or alleged omission therefrom of a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading, and to reimburse each
Underwriter, its officers, directors, employees, agents and each such controlling person for any
and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as
such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees
and agents or such controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or action; provided,
however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage,
liability or expense to the extent, but only to the extent, arising out of or based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company and the Guarantor by the
Representatives expressly for use in the Registration Statement, any preliminary prospectus, any
Issuer Free Writing Prospectus (including any Permitted Free Writing Prospectus) or the Prospectus
(or any amendment or supplement thereto). The
18
indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities
that the Company and the Guarantor may otherwise have.
(b)
Indemnification of the Company, its Directors and Officers and the Guarantor.
Each
Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the
Guarantor, their respective directors, their respective officers and employees and each person, if
any, who controls the Company or the Guarantor within the meaning of the 1933 Act or the 1934 Act,
against any loss, claim, damage, liability or expense, as incurred, to which the Company, the
Guarantor or any such director, officer, employee or controlling person may become subject, insofar
as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated
below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or any amendment thereto), including the
Rule 430A Information, or the omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue
statement or alleged untrue statement of a material fact contained in any preliminary prospectus or
the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case to the extent, and only to
the extent, that such untrue statement or alleged untrue statement or omission or alleged omission
was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto), in reliance upon and in conformity with written information
furnished to the Company and the Guarantor by the Representatives expressly for use therein; and to
reimburse the Company, the Guarantor or any such director, officer, employee or controlling person
for any legal and other expense reasonably incurred by the Company, the Guarantor or any such
director, officer, employee or controlling person in connection with investigating, defending,
settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each
of the Company and the Guarantor hereby acknowledges that the only information that the
Underwriters have furnished to the Company and the Guarantor expressly for use in the Registration
Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) are the statements set forth in the fifth and eighth paragraphs
under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this
Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have.
(c)
Notifications and Other Indemnification Procedures.
Promptly after receipt by an
indemnified party under this Section 6 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against an indemnifying party
under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the
failure to so notify the indemnifying party (i) will not relieve it from liability under paragraph
(a) or (b) above unless and to the extent it did not otherwise learn of such action and such
failure results in the forfeiture by the indemnifying party of substantial rights and defenses and
(ii) will not, in any event, relieve the indemnifying party from any liability other than the
indemnification obligation provided in paragraph (a) or (b) above. In case any such action is
brought against any indemnified party and such indemnified party seeks or intends to seek indemnity
from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the
extent that it shall elect, jointly with all other indemnifying parties similarly notified, by
written notice delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to
such indemnified party; provided, however, that if the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall have reasonably
concluded that a conflict may arise between the positions of the indemnifying party and the
indemnified party in conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties that are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses
19
and to otherwise participate in the defense of such action on behalf of such indemnified party
or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such
indemnifying party’s election so to assume the defense of such action and reasonable approval by
the indemnified party of counsel, the indemnifying party will not be liable to such indemnified
party under this Section 6 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the indemnified party shall
have employed separate counsel in accordance with the proviso to the preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the expenses of more than
one separate counsel (other than reasonably necessary local counsel) reasonably approved by the
indemnifying party (or the Representatives in the case of Section 6), representing the indemnified
parties who are parties to such action) or (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of the action, in each of which cases the fees and
expenses of counsel shall be at the expense of the indemnifying party.
(d)
Settlements.
The indemnifying party under this Section 6 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, non-appealable judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of
such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel as contemplated by Section 6(c) hereof, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such
settlement at least 30 days before such settlement is entered into, and (iii) such indemnifying
party shall not have reimbursed the indemnified party in accordance with such request prior to the
date of such settlement. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement, compromise or consent to the entry of judgment in any
pending or threatened action, suit or proceeding in respect of which any indemnified party is or
could have been a party and indemnity was or could have been sought hereunder by such indemnified
party, unless such settlement, compromise or consent (i) includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of such action, suit or
proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of any indemnified party.
SECTION 7.
Contribution
. To the extent the indemnification provided for in Section 6
is for any reason unavailable to or otherwise insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages, liabilities or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified
party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to
therein (i) in such proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantor, on the one hand, and the Underwriters, on the other hand, from the
offering of the Securities pursuant to this Agreement 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
Company and the Guarantor, on the one hand, and the Underwriters, on the other hand, in connection
with the statements or omissions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative benefits received
by the Company and the Guarantor, on the one hand, and the Underwriters, on the other hand, in
connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in
the same respective proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company and the Guarantor,
and the total underwriting discount received by the Underwriters, in each case as set forth on the
front cover page of
20
the Prospectus bear to the aggregate initial public offering price of the Securities as set
forth on such cover. The relative fault of the Company and the Guarantor, on the one hand, and the
Underwriters, on the other hand, shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact or any such inaccurate or alleged inaccurate representation or warranty
relates to information supplied by the Company or the Guarantor, on the one hand, or the
Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include, subject to the limitations set forth in
Section 6(c), any legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim. The Company, the Guarantor and the
Underwriters agree that it would not be just and equitable if contribution pursuant to this Section
7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account of the equitable
considerations referred to in this Section 7.
Notwithstanding the provisions of this Section 7, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason of any such untrue
or alleged untrue statement or omission or the alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The
Underwriters’ obligations to contribute pursuant to this Section 7 are several, and not joint, in
proportion to their respective underwriting commitments as set forth opposite their names in
Schedule A. For purposes of this Section 7, each director, officer, employee and agent of an
Underwriter and each person, if any, who controls an Underwriter within the meaning of the 1933 Act
and the 1934 Act shall have the same rights to contribution as such Underwriter, and each director
of the Company or of the Guarantor, each officer or employee of the Company or of the Guarantor and
each person, if any, who controls the Company or the Guarantor within the meaning of the 1933 Act
and the 1934 Act shall have the same rights to contribution as the Company or the Guarantor.
SECTION 8.
Representations, Warranties and Agreements to Survive
. All
representations, warranties and agreements contained in this Agreement or in certificates of
officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain
operative and in full force and effect regardless of (i) any investigation made by or on behalf of
any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its
officers or directors or any person controlling the Company or the Guarantor, and (ii) delivery of
and payment for the Securities.
SECTION 9.
Termination of Agreement
.
(a)
Termination; General
. The Representatives may terminate this Agreement, by notice to the
Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution
of this Agreement or since the respective dates as of which information is given in the Prospectus
(exclusive of any supplement thereto), any material adverse change in the consolidated financial
position, shareholders’ equity, results of operations or business of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the ordinary course of
business, or (ii) if there has occurred any material adverse change in the financial markets in the
United States or the international financial markets, any outbreak of hostilities or escalation
thereof or other calamity or crisis or any change or development involving a prospective change in
national or international political, financial or economic conditions, in each case the effect of
which is such as to make it, in the judgment of the Representatives,
21
impracticable or inadvisable to market the Securities or to enforce contracts for the sale of
the Securities, or (iii) if trading in any securities of the Company has been suspended or
materially limited by the Commission, or if trading generally on the American Stock Exchange or the
New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited,
or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been
required, by any of said exchanges or by such system or by order of the Commission, the National
Association of Securities Dealers, Inc. or any other governmental authority, or a material
disruption has occurred in commercial banking or securities settlement, or (iv) a material
disruption has occurred in commercial banking or securities settlement or clearance services in the
United States or Bermuda, or (v) if a banking moratorium has been declared by either Federal or New
York or Bermuda authorities.
(b)
Liabilities
. If this Agreement is terminated pursuant to this Section, such termination
shall be without liability of any party to any other party except as provided in Section 4 hereof,
and provided further that Sections 6 and 7 shall survive such termination and remain in full force
and effect.
SECTION 10.
Default by One or More of the Underwriters
. If one or more of the
Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated
to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted
Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however,
the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Securities does not exceed 10% of the aggregate principal
amount of the Securities to be purchased hereunder, each of the non-defaulting Underwriters shall
be obligated, severally and not jointly, to purchase the full amount thereof in the proportions
that their respective underwriting obligations hereunder bear to the underwriting obligations of
all non-defaulting Underwriters, or
(b) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of the
Securities to be purchased hereunder, this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter.
No action taken pursuant to this Section shall relieve any defaulting Underwriter from
liability in respect of its default.
In the event of any such default which does not result in a termination of this Agreement,
either the Representatives or the Company shall have the right to postpone Closing Time for a
period not exceeding seven days in order to effect any required changes in the Registration
Statement or Prospectus or in any other documents or arrangements. As used herein, the term
“Underwriter” includes any person substituted for an Underwriter under this Section 10.
SECTION 11.
No Advisory or Fiduciary Responsibility
.
Each of the Company and the
Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to
this Agreement, including the determination of the public offering price of the Securities and any
related discounts and commissions, is an arm’s-length commercial transaction between the Company
and the Guarantor, on the one hand, and the several Underwriters, on the other hand, and the
Company and the Guarantor are capable of evaluating and understanding and understand and accept the
terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection
with each transaction contemplated hereby and the process leading to such transaction each
Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or
fiduciary of the Company, the Guarantor or
22
their respective affiliates, shareholders, creditors or employees or any other party; (iii) no
Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of
the Company or the Guarantor with respect to any of the transactions contemplated hereby or the
process leading thereto (irrespective of whether such Underwriter has advised or is currently
advising the Company or the Guarantor on other matters) and no Underwriter has any obligation to
the Company or the Guarantor with respect to the offering contemplated hereby except the
obligations expressly set forth in this Agreement; (iv) the several Underwriters and their
respective affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of the Company and the Guarantor and that the several Underwriters have no
obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary
relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax
advice with respect to the offering contemplated hereby and the Company and the Guarantor have
consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed
appropriate.
This Agreement supersedes all prior agreements and understandings (whether written or oral)
between the Company, the Guarantor and the several Underwriters, or any of them, with respect to
the subject matter hereof. The Company and the Guarantor hereby waive and release, to the fullest
extent permitted by law, any claims that the Company and the Guarantor may have against the several
Underwriters with respect to any breach or alleged breach of agency or fiduciary duty with respect
to the transactions contemplated by this Agreement.
SECTION 12.
Notices
. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by any standard form
of telecommunication as follows:
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(a)
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if to the Company:
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Weatherford International Ltd.
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515 Post Oak Blvd., Suite 600
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Houston, Texas 77027
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Attention: Burt M. Martin
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Facsimile: (713) 693-4484
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(b)
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if to the Guarantor:
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Weatherford International, Inc.
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515 Post Oak Blvd., Suite 600
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Houston, Texas 77027
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Attention: Burt M. Martin
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Facsimile: (713) 693-4484
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(c)
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if to the Underwriters:
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Morgan Stanley & Co. Incorporated
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1585 Broadway, 29th Floor
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New York, New York 10036
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Attention: Investment Banking Department
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Facsimile: (212) 507-8999
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with a copy to the general counsel or to such other person or address as any party will specify by
giving notice in writing to the other party. All notices and other communications given to a party
in accordance
23
with the provisions of this Agreement will be deemed to have been given (i) three business days
after the same are sent by certified or registered mail, postage prepaid, return receipt requested,
(ii) when delivered by hand or transmitted by telecopy (answer back received) or (iii) one business
day after the same are sent by a reliable overnight courier service, with acknowledgment of receipt
requested. Notwithstanding the preceding sentence, notice of change of address will be effective
only upon actual receipt thereof.
SECTION 13.
Parties
. This Agreement shall each inure to the benefit of and be binding
upon the Underwriters, the Company, the Guarantor and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to give any person,
firm, company or corporation, other than the Underwriters, the Company, the Guarantor and their
respective successors and the controlling persons and officers and directors referred to in
Sections 6 and 7 and their heirs, estates and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive
benefit of the Underwriters, the Company, the Guarantor and their respective successors, and said
controlling persons and officers and directors and their heirs, estates and legal representatives,
and for the benefit of no other person, firm, company or corporation. No purchaser of Securities
from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
SECTION 14.
GOVERNING LAW
. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 15.
SUBMISSION TO JURISDICTION AND WAIVER
. By the execution and delivery of
this Agreement, the Company and the Guarantor submit to the non-exclusive jurisdiction of any
federal or New York State court located in the City of New York in any suit or proceeding arising
out of or relating to the Securities or this Agreement. Each of the parties hereto hereby
irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so,
any objection which it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any New York State or federal court in
the City of New York, or any appellate court with respect to any of the foregoing. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent
that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of
any court (including, without limitation, any court in the United States, the State of New York,
Bermuda or any political subdivision thereof) or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with
respect to itself or its property or assets, this Agreement, or any other actions to enforce
judgments in respect of any thereof, the Company and the Guarantor hereby irrevocably waive such
immunity, and any defense based on such immunity, in respect of their respective obligations under
the above-referenced documents and the transactions contemplated thereby, to the fullest extent
permitted by law.
In addition to the foregoing, each of the Company and the Guarantor agrees to irrevocably
appoint CT Corporation Systems as its authorized agent on which any and all legal process may be
served in any such action, suit or proceeding brought in the courts specified in the preceding
paragraph. Each of the Company and the Guarantor agrees that service of process in respect of it
upon such agent shall be deemed to be effective service of process upon it in any such action, suit
or proceeding. Each of the Company and the Guarantor agrees that the failure of such agent to give
notice to it of any such service shall not impair or affect the validity of such service or any
judgment rendered in any such action, suit or proceeding based thereon. If for any reason such
agent shall cease to be available to act as such, each of the Company and the Guarantor agrees to
irrevocably appoint another such agent in New York City as its authorized agent for service of
process, on the terms and for the purposes of this Section 15. Nothing
24
herein shall in any way be deemed to limit the ability of the Underwriters, the Trustee or any
other person to serve any such legal process in any other manner permitted by applicable law or to
obtain jurisdiction over the Company or the Guarantor or bring actions, suits or proceedings
against them in such other jurisdiction, and in such matter, as may be permitted by applicable law.
SECTION 16.
Counterparts
. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same Agreement.
SECTION 17.
Effect of Headings
. The Section headings herein are for convenience only
and shall not affect the construction hereof.
[signatures on following page]
25
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the Underwriters, the Company and the Guarantor in accordance
with its terms.
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Very truly yours,
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WEATHERFORD INTERNATIONAL LTD.
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By
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/s/ BURT M. MARTIN
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Burt M. Martin, Senior Vice President
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WEATHERFORD INTERNATIONAL, INC.
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By
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/s/ BURT M. MARTIN
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Burt M. Martin, Senior Vice President
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26
CONFIRMED AND ACCEPTED,
as of the date first above written:
BANC OF AMERICA SECURITIES LLC
By /s/ LILLY CHANG
Authorized Signatory
MORGAN STANLEY & CO.
INCORPORATED
By /s/ MICHAEL FUSCO
Authorized Signatory
UBS SECURITIES LLC
By /s/ SCOTT WHITNEY, Executive Director
Authorized Signatory
By /s/ MARC ORDONA, Director
Authorized Signatory
For themselves and as Representatives of the other Underwriters named in Schedule A hereto.
27
SCHEDULE A
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Principal
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Amount of
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Name of Underwriter
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Securities
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Banc of America Securities LLC
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$
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150,000,000
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Morgan Stanley & Co. Incorporated
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150,000,000
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UBS Securities LLC
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150,000,000
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Merrill Lynch, Pierce, Fenner & Smith Incorporated
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75,000,000
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Simmons & Company International
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75,000,000
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Total
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$
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600,000,000
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Sch A-1
SCHEDULE B
FREE WRITING PROSPECTUSES
The Final Term Sheet attached to the Agreement as Schedule D
Sch B-1
SCHEDULE C
SCHEDULED SUBSIDIARIES
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List Company Name
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Jurisdiction
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Weatherford Bermuda Holdings Ltd.
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Bermuda
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Weatherford Canada Ltd.
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Alberta, Canada
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Weatherford Canada Partnership
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Alberta, Canada
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Weatherford U.S. Holdings, L.L.C.
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Delaware, USA
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Sch C-1
SCHEDULE D
FINAL TERM SHEET
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Issuer:
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Weatherford International Ltd. (Bloomberg Ticker: “WFT”)
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Securities:
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6.50% Senior Notes due 2036, guaranteed by Weatherford
International, Inc.
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Aggregate Principal
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Amount Offered:
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US$600,000,000
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Ratings:
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Baa1/BBB+
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Format:
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SEC registered (global) (No. 333-135244)
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CUSIP No.
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947075 AB 3
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Maturity:
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August 1, 2036
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Trade Date:
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August 2, 2006
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Expected Settlement:
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August 7, 2006
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Price To Public:
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$595,704,000: 99.284% of principal amount
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Yield:
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6.555%
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Spread:
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+143 basis points over Benchmark Treasury
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Benchmark Treasury Spot:
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103-15
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Benchmark Treasury:
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5.375% due February 15, 2031
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Coupon:
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6.50% per year (payable semi-annually)
from August 7, 2006 to but excluding
August 1, 2036
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Interest Payment Dates:
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February 1 and August 1, beginning February 1, 2007
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Make Whole Call At Any Time:
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the greater of 100% of principal amount or discounted present value at
Adjusted Treasury Rate +0.25%
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Denominations:
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$1,000 and multiples of $1,000
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Books:
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Banc of America Securities LLC,
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Morgan Stanley & Co. Incorporated,
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UBS Securities LLC
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Co-Managers:
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Merrill Lynch & Co.
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Simmons & Company International
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The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
Morgan Stanley & Co. Incorporated toll-free 1-866-718-1649.
Sch D-1
Exhibit A-1
FORM OF OPINION OF COMPANY’S COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 5(b)(i)
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1.
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The statements in the Prospectus under the caption “Description of Notes,” and
“Description of Debt Securities” insofar as such statements purport to summarize certain
provisions of documents referred to therein and reviewed by us as described above, constitute
descriptions of agreements or refer to statements of law or legal conclusions, fairly
summarize the matters referred to therein in all material respects, subject to the
qualifications and assumptions stated therein.
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2.
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The Company is not required, and upon the issuance and sale of the Securities as
herein contemplated and the application of the net proceeds therefrom as described in the
Prospectus and the Disclosure Package will not be required, to register as an “investment
company” within the meaning of said term as used in the 1940 Act.
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3.
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No Governmental Approval is required on the part of any Weatherford Entity for the
execution, delivery and performance by such Weatherford Entity of the Underwriting Agreement
and the sale, issuance and delivery of the Securities under the Underwriting Agreement, except
for Governmental Approvals that have been obtained. As used in this paragraph,
“
Governmental Approval
” means any consent, approval, license, authorization or
validation of, or filing, recording or registration with, any executive, legislative,
judicial, administrative or regulatory body of the State of New York, the State of Texas, the
State of Delaware or the United States of America, pursuant to (i) applicable laws of the
State of New York, (ii) applicable laws of the State of Texas, (iii) the General Corporation
Law of the State of Delaware (the “
DGCL
”) or (iv) applicable laws of the United States
of America.
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4.
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The Notes are in the form contemplated by the Indenture.
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5.
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The Indenture has been duly authorized, executed and delivered by the Guarantor and
constitutes the valid and binding obligation of the Guarantor, enforceable against the
Guarantor in accordance with its terms, under the applicable laws of the State of New York,
except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent conveyances or transfers), reorganization,
moratorium or similar laws affecting enforcement of creditors’ rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law), including, without limitation,
the possible unavailability of specific performance, injunctive relief or any other equitable
remedy and concepts of materiality, reasonableness, good faith and fair dealing.
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6.
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The Guarantee has been duly authorized by the Guarantor and, when the Notes have been
duly authenticated by the Trustee in accordance with the provisions of the Indenture (which
fact we have not determined by an inspection of the Securities) and delivered to and paid for
by the Underwriters in accordance with the Underwriting Agreement, the Guarantee will
constitute a valid and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms, under the applicable laws of the State of New York, except as
the enforcement
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thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent conveyances or transfers), reorganization, moratorium or similar laws
affecting enforcement of creditors’ rights generally and except as enforcement thereof is
subject to general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law), including, without limitation, the possible
unavailability of specific performance, injunctive relief or any other equitable remedy and
concepts of materiality, reasonableness, good faith and fair dealing.
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7.
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Assuming the due authorization, execution and delivery of the Indenture by the
Company, the Indenture constitutes the valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, under the applicable laws of the
State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent conveyances or transfers),
reorganization, moratorium or similar laws affecting enforcement of creditors’ rights
generally and except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at law),
including, without limitation, the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and concepts of materiality, reasonableness, good faith
and fair dealing.
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8.
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Assuming the due authorization by the Company of the Notes, when the Notes have been
issued and executed by the Company and duly authenticated by the Trustee in accordance with
the provisions of the Indenture (which fact we have not determined by an inspection of the
Securities) and delivered to and paid for by the Underwriters in accordance with the
Underwriting Agreement, the Notes will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with their terms, under the applicable
laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent conveyances or
transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’
rights generally and except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at law),
including, without limitation, the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and concepts of materiality, reasonableness, good faith
and fair dealing, and will be entitled to the benefits of the Indenture.
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9.
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(a) The Registration Statement and the Prospectus, as of their respective effective or
issue dates (other than the financial statements and the notes and supporting schedules, and
other financial and related statistical and accounting data, included therein or excluded
therefrom or the exhibits to the Registration Statement, as to which no opinion is rendered),
appeared on their face to be appropriately responsive in all material respects to the
requirements of the Securities Act and the Rules and Regulations; and (b) the Incorporated
Documents, when they were filed with the Commission, appeared on their face to be
appropriately responsive in all material respects with the requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder.
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10.
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The Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended.
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In addition, we have participated in conferences with certain officers and other
representatives of the Company and the Guarantor, representatives of the independent public
accountants of the Company and the Guarantor and the Underwriters’ representatives, at which the
contents of the Registration Statement, the Disclosure Package and the Prospectus and related
matters were discussed. Although we are not (except with respect to the opinion set forth in
paragraph 1 above) passing upon and do not
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(except with respect to the opinion set forth in paragraph 1 above) assume any responsibility
for and shall not be deemed to have independently verified the accuracy, completeness or fairness
of the statements contained in the Registration Statement, the Disclosure Package or the
Prospectus, or incorporated by reference therein, on the basis of the foregoing (relying with
respect to factual matters to the extent we deem appropriate upon statements made by officers and
other representatives of the Company and the Guarantor), no facts have come to our attention that
have led us to believe that (i) the Registration Statement, at the time such Registration Statement
became effective, contained an untrue statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, (ii)
the Disclosure Package, as of 1:15 p.m. (Eastern Time) on August 2, 2006 (which you have informed
us is a time prior to the time of the first sale of the Securities by any Underwriter), contained
an untrue statement of a material fact or omitted to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, (iii)
as of its date, the Prospectus contained an untrue statement of a material fact or omitted to state
any material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, or (iv) as of the date hereof, the Prospectus contains an
untrue statement of a material fact or omits to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, it
being understood that we did not participate in the preparation of the Incorporated Documents and
that we express no statement or belief in this letter with respect to (A) the financial statements
and related schedules, including the notes and schedules thereto and the auditor’s report thereon,
(B) any other financial or accounting data, included or incorporated or deemed incorporated by
reference in, or excluded from, the Registration Statement, the Prospectus or the Disclosure
Package and (C) the representations and warranties contained in the exhibits to (y) the
Registration Statement and (z) the Incorporated Documents.
Furthermore, we advise you that (i) the Registration Statement has become effective under the
Securities Act and (ii) to our knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued under the Securities Act and no proceeding for that purpose
has been instituted or is pending or threatened by the Commission. The Prospectus was filed with
the Commission on August 2, 2006 in the manner and within the time period required by Rule 424(b)
of the Rules and Regulations. The Term Sheet was filed with the Commission on August 2, 2006 in
the manner and within the time period required by Rule 433 of the Rules and Regulations.
In rendering such opinion, such counsel may state that their opinion is limited to matters
governed by the Federal laws of the United States of America, the laws of the State of Texas and
the State of New York and the General Corporation Law of the State of Delaware. In addition, such
counsel may state that their opinion is subject to customary exceptions and qualifications. In
giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions
other than the law of the State of New York, the State of Texas and the federal law of the United
States and the General Corporation Law of the State of Delaware, upon the opinions of counsel
satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper, upon certificates of
officers of the Company and its subsidiaries and certificates of public officials.
A-1-3
Exhibit A-2
FORM OF OPINION OF COMPANY’S IN-HOUSE COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 5(b)(ii)
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1.
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The Company is duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where the failure so
to qualify or to be in good standing would not reasonably be expected to result in a Material
Adverse Effect.
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2.
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The Guarantor is duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where the failure so
to qualify or to be in good standing would not reasonably be expected to result in a material
adverse change in the consolidated financial position, shareholders’ equity, results of
operations or business of the Guarantor and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business (a “
Guarantor Material Adverse
Effect
”).
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3.
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Each of the Significant Subsidiaries set forth on
Schedule I
hereto (the
“
Scheduled Subsidiaries
”), if a corporation, is duly incorporated, and if a limited
partnership or limited liability company, is duly formed or organized. Each of the Scheduled
Subsidiaries, if a corporation, is a corporation validly existing in good standing under the
laws of the jurisdiction of its incorporation, with due corporate power and authority to own,
lease and operate its properties and to conduct its business as described in the Prospectus,
if a limited partnership, is validly existing and in good standing (where applicable) under
the laws of the jurisdiction of its organization, with due power and authority to own, lease
and operate its properties and conduct its business as described in the Prospectus, and if a
limited liability company, is validly existing in good standing (where applicable) under the
laws of the jurisdiction of its formation, with due power and authority to own, lease and
operate its properties and conduct its business as described in the Prospectus; and all of the
outstanding shares of capital stock of each of the corporate Scheduled Subsidiaries have been
duly authorized and validly issued, are fully paid and non-assessable, and all of the
outstanding limited partnership interests and limited liability company interests of the
limited partnership and limited liability company Scheduled Subsidiaries are held of record,
directly or indirectly, by the Company.
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4.
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To my knowledge, there is no action, suit or proceeding before or by any government,
governmental instrumentality or court, domestic or foreign, now pending or threatened against
or affecting the Company or any of its subsidiaries, or to which any of their respective
properties are subject that would reasonably be expected to result in a Material Adverse
Effect, or which could reasonably be expected to materially and adversely affect the
consummation of the transactions contemplated in the Underwriting Agreement and the Indenture
or the performance by the Company and the Guarantor of their respective obligations
thereunder.
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5.
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The (i) execution and delivery of, and the performance by each of the Company and the
Guarantor of its respective obligations under, the Transactions Agreements to which it is a
party, (ii) consummation of the transactions contemplated in the Underwriting Agreement
(including the
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use of the proceeds from the sale of the Securities as described in the Prospectus under the
caption “Use of Proceeds”), and (iii) compliance by each of the Company and the Guarantor
with its respective obligations under the Transaction Agreements to which it is a party, do
not and will not, whether with or without the giving of notice or lapse of time or both,
constitute a breach of, or default or Repayment Event (as defined in Section 1(a)(xvii) of
the Underwriting Agreement) under any indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or any other agreement or instrument, known to me, to which the
Company or any subsidiary is a party or by which it or any of them may be bound, or to which
any of the property or assets of the Company or any subsidiary is subject (except for such
breaches, defaults or Repayment Events that would not reasonably be expected to have a
Material Adverse Effect, or in the case of Guarantor, a Guarantor Material Adverse Effect),
nor will such action result in any violation of the provisions of the charter or by-laws of
the Company’s Scheduled Subsidiaries or any applicable law, judgment, order, writ or decree
known to me of any government, government instrumentality or court domestic or foreign,
having jurisdiction over the Company or any subsidiary or any of their respective
properties, assets or operations.
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6.
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All descriptions in the Registration Statement of contracts and other documents to which the
Company or its subsidiaries are a party are accurate in all material respects; and to my
knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes,
leases or other instruments required to be described or referred to in the Registration
Statement or to be filed as exhibits to the Registration Statement other than those described
or referred to therein or filed or incorporated by reference as exhibits thereto.
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7.
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The Registration Statement and the Prospectus, as of their respective effective or issue
dates (other than the financial statements and the notes and supporting schedules, and other
financial and related statistical and accounting data, included therein or excluded therefrom,
the documents incorporated by reference therein, or the exhibits to the Registration
Statement, as to which no opinion is rendered), appeared on their face to be appropriately
responsive in all material respects to the requirements of the Securities Act and the Rules
and Regulations.
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In addition, I have participated in conferences with certain officers and other
representatives of the Company and the Guarantor, representatives of the independent public
accountants of the Company and the Guarantor and the Underwriters’ representatives, at which the
contents of the Registration Statement, the Disclosure Package and the Prospectus and related
matters were discussed. Although I am not (except with respect to the opinion set forth in
paragraph 6 above) passing upon and do not (except with respect to the opinion set forth in
paragraph 6 above) assume any responsibility for and shall not be deemed to have independently
verified the accuracy, completeness or fairness of the statements contained in the Registration
Statement, the Disclosure Package or the Prospectus, or incorporated by reference therein, on the
basis of the foregoing (relying with respect to factual matters to the extent I deem appropriate
upon statements made by officers and other representatives of the Company and the Guarantor), no
facts have come to my attention that have led me to believe that (i) the Registration Statement, at
the time such Registration Statement became effective, contained an untrue statement of a material
fact or omitted to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) the Disclosure Package, as of 1:15 p.m. (Eastern Time) on
August 2, 2006 (which you have informed me is a time prior to the time of the first sale of the
Securities by any Underwriter), contained an untrue statement of a material fact or omitted to
state any material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, (iii) as of its date, the Prospectus contained an
untrue statement of a material fact or omitted to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, or
(iv) as of the date hereof, the Prospectus contains an untrue statement of a material fact or omits
to state any material fact necessary to make the statements therein, in
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light of the circumstances under which they were made, not misleading, it being understood I
express no statement or belief in this letter with respect to (A) the financial statements and
related schedules, including the notes and schedules thereto and the auditor’s report thereon, (B)
any other financial or accounting data, included or incorporated or deemed incorporated by
reference in, or excluded from, the Registration Statement, the Prospectus or the Disclosure
Package and (C) the representations and warranties contained in the exhibits to (y) the
Registration Statement and (z) the documents incorporated by reference in, or excluded from, the
Registration Statement.
In rendering such opinion, such counsel may state that his opinion is limited to matters
governed by the Federal laws of the United States of America, the laws of the State of Texas and
the General Corporation Law of the State of Delaware. In addition, such counsel may state that his
opinion is subject to customary exceptions and qualifications.
A-2-3
Exhibit A-3
FORM OF OPINION OF COMPANY COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 5(b)(iii)
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1.
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The Company is duly incorporated and existing under the laws of Bermuda in good standing
(meaning solely that it has not failed to make any filing with any Bermuda governmental
authority, or to pay any Bermuda government fee or tax, which would make it liable to be
struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).
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2.
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The Company has the necessary corporate power and authority to execute, deliver and perform
its obligations under the Documents, including the execution and delivery of the Note, and the
necessary corporate power to conduct its business as described under the captions “Weatherford
International Ltd.” and “Weatherford International, Inc.” in the Base Prospectus and
“Weatherford-Our Business” in the Preliminary Supplement and the Final Prospectus Supplement.
The execution and delivery of the Documents by the Company and the performance by the Company
of its obligations thereunder will not violate the memorandum of association or bye-laws of
the Company nor any applicable law, regulation, order or decree in Bermuda.
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3.
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The Company has taken all corporate action required to authorise its execution, delivery and
performance of the Documents, including the execution and delivery of the Note. The Documents
have been duly executed and delivered by or on behalf of the Company, and constitute the valid
and binding obligations of the Company, enforceable against the Company in accordance with the
terms thereof.
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4.
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No order, consent, approval, licence, authorisation or validation of, filing with or
exemption by any government or public body or authority of Bermuda or any sub-division thereof
is required to authorise or is required in connection with the execution, delivery,
performance and enforcement of the Documents, including the execution and delivery of the
Note, except such as have been duly obtained or filed in accordance with Bermuda law.
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5.
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It is not necessary or desirable to ensure the enforceability in Bermuda of the Documents
that they be registered in any register kept by, or filed with, any governmental authority or
regulatory body in Bermuda. However, to the extent that any of the Documents creates a charge
over assets of the Company, it may be desirable to ensure the priority in Bermuda of the
charge that it be registered in the Register of Charges in accordance with Section 55 of the
Companies Act 1981. On registration, to the extent that Bermuda law governs the priority of a
charge, such charge will have priority in Bermuda over any unregistered charges, and over any
subsequently registered charges, in respect of the assets which are the subject of the charge.
A registration fee of $515 will be payable in respect of the registration.
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While there is no exhaustive definition of a charge under Bermuda law, a charge includes any
interest created in property by way of security (including any mortgage, assignment, pledge,
lien or hypothecation). As the Documents are governed by the Foreign Laws, the question of
whether they create such an interest in property would be determined under the Foreign Laws.
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6.
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The Documents will not be subject to ad valorem stamp duty in Bermuda and no registration,
documentary, recording, transfer or other similar tax, fee or charge is payable in Bermuda
other than as stated in paragraph 5 hereof in connection with the execution, delivery, filing,
registration or performance of the Documents or in connection with the admissibility in
evidence thereof (other than ordinary court filing fees).
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7.
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The Company has received an assurance from the Minister of Finance under the Exempted
Undertakings Tax Protection Act, 1966 that in the event of there being enacted in Bermuda any
legislation imposing tax computed on profits or income or computed on any capital asset, gain
or appreciation, or any tax in the nature of estate duty or inheritance tax, then the
imposition of any such tax shall not until 28 March 2016 be applicable to the Company or any
of its operations or its shares, debentures or other obligations except insofar as such tax
applies to persons ordinarily resident in Bermuda or to tax payable in accordance with the
provisions of the Land Tax Act 1967 or otherwise payable in relation to any land leased to the
Company.
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8.
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Based solely upon a review of the register of members of the Company dated 2 August 2006,
prepared by American Stock Transfer & Trust Company, the branch registrar of the Company, the
issued share capital of the Company consists of 361,685,950 common shares, par value US$1.00,
each of which is validly issued, fully paid and non-assessable (which term when used herein
means that no further sums are required to be paid by the holders thereof in connection with
the issue thereof). The issued shares of the Company are not subject to any statutory
pre-emptive or similar rights.
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9.
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The statements contained (a) in the Base Prospectus under the section “Description of Share
Capital”, and (b) in “Item 15 — Indemnification of Directors and Officers” of the Registration
Statement, to the extent that they constitute statements of Bermuda law are accurate in all
material respects.
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10.
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Based solely on a search of the public records in respect of the Company maintained at the
offices of the Registrar of Companies at 9:30 a.m. on 7 August 2006 (which would not reveal
details of matters which have not been lodged for registration or have been lodged for
registration but not actually registered at the time of our search) and a search of the Cause
Book of the Supreme Court of Bermuda conducted at 9:15 a.m. on 7 August 2006 (which would not
reveal details of proceedings which have been filed but not actually entered in the Cause Book
at the time of our search), no steps have been, or are being, taken in Bermuda for the
appointment of a receiver or liquidator to, or for the winding-up, dissolution, reconstruction
or reorganisation of, the Company.
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11.
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The choice of the Foreign Laws as the governing law of the Documents is a valid choice of law
and would be recognised and given effect to in any action brought before a court of competent
jurisdiction in Bermuda, except for those laws (i) which such court considers to be procedural
in nature, (ii) which are revenue or penal laws or (iii) the application of which would be
inconsistent with public policy, as such term is interpreted under the laws of Bermuda. The
submission in the Underwriting Agreement and the Indenture to the non-exclusive jurisdiction
of the Foreign Courts, and the appointment of CT Corporation Systems by the Company as its
agent for service of legal process in connection with proceedings in the Foreign Courts
pursuant to the Underwriting Agreement, is valid and binding upon the Company.
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12.
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The courts of Bermuda would recognise as a valid judgment, a final and conclusive judgment in
personam obtained in the Foreign Courts against the Company based upon the Documents under
which a sum of money is payable (other than a sum of money payable in respect of multiple
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damages, taxes or other charges of a like nature or in respect of a fine or other penalty)
and would give a judgment based thereon provided that (a) such courts had proper
jurisdiction over the parties subject to such judgment, (b) such courts did not contravene
the rules of natural justice of Bermuda, (c) such judgment was not obtained by fraud, (d)
the enforcement of the judgment would not be contrary to the public policy of Bermuda, (e)
no new admissible evidence relevant to the action is submitted prior to the rendering of the
judgment by the courts of Bermuda and (f) there is due compliance with the correct
procedures under the laws of Bermuda.
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13.
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The authorised capital of the Company conforms, as to legal matters, to the description
thereof contained in the Base Prospectus contained in the Registration Statement in all
material respects.
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14.
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There is no income or other tax of Bermuda imposed by withholding or otherwise on any payment
to be made by the Company to the holder of the Note.
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15.
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The Company has been designated as non-resident of Bermuda for the purposes of the Exchange
Control Act, 1972 and, as such, is free to acquire, hold, transfer and sell foreign currency
(including the payment of dividends or other distributions) and securities without
restriction.
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16.
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The Company is not entitled to any immunity under the laws of Bermuda, whether characterised
as sovereign immunity or otherwise, from any legal proceedings to enforce the Documents in
respect of itself or its property.
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17.
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The obligations of the Company under the Note will rank at least pari passu in priority of
payment with all other unsecured unsubordinated indebtedness of the Company, other than
indebtedness which is preferred by virtue of any provision of the laws of Bermuda of general
application.
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A-3-3
Exhibit A-4
FORM OF OPINION OF UNDERWRITERS’ COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 5(c)(i)
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1.
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The Indenture has been duly authorized on behalf of the Guarantor. The Indenture has been
duly executed and delivered by the Guarantor, and constitutes the valid and binding obligation
of the Guarantor, and, assuming that (a) the Indenture has been duly authorized, executed and
delivered by the Company and (b) the Company has the necessary exempted company power and
authority to execute and deliver, and perform its obligations under, the Indenture, the
Indenture constitutes a valid and binding obligation of the Company and the Guarantor,
enforceable against the Company and the Guarantor in accordance with its terms, under the
applicable laws of the State of New York, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’
rights generally and except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at law) and
judicial discretion.
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2.
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Assuming that (a) the Global Note has been duly authorized, executed and delivered by the
Company and (b) the Company has the necessary exempted company power and authority to execute
and deliver, and perform its obligations under, the Global Note, when the Global Note has been
issued, executed and authenticated in accordance with the terms of the Indenture and delivered
against payment therefor in accordance with the terms of the Indenture and the Agreement, the
Global Note will constitute a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, under the applicable laws of the State of New York,
except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar
laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is
subject to general principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law) and judicial discretion, and will be entitled to the benefits
of the Indenture.
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3.
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The Global Note is in the form contemplated by the Indenture.
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4.
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The Guarantee has been duly authorized on behalf of the Guarantor and, when the Global Note
has been duly authenticated by the Trustee in accordance with the provisions of the Indenture
and delivered to and paid for by the Underwriters in accordance with the Agreement, the
Guarantee will constitute a valid and binding obligation of the Guarantor, enforceable against
the Guarantor in accordance with its terms, under the applicable laws of the State of New
York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or
similar laws affecting enforcement of creditors’ rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law) and judicial discretion.
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5.
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The Indenture has been duly qualified under the 1939 Act.
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6.
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The information in the Preliminary Prospectus and the Prospectus under the captions
“Description of Notes” and “Description of Debt Securities”, insofar as they constitute
descriptions of agreements or refer to statements of law or legal conclusions, fairly
summarize the matters referred to therein in all material respects, subject to the
qualifications and assumptions stated therein.
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7.
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The Registration Statement has become effective under the 1933 Act and any required filing of
the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period
required by Rule 424(b). The Final Term Sheet has been filed with the Commission in
accordance with the requirements of Rule 433 under the 1933 Act.
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8.
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To our knowledge, no stop order suspending the effectiveness of the Registration Statement
has been issued under the 1933 Act and no proceeding for that purpose has been instituted or
is pending or threatened by the Commission.
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During the course of the preparation of the Preliminary Prospectus Supplement and the
Prospectus Supplement, we have participated in conferences with officers and other representatives
of the Company and the Guarantor and your representatives, at which the contents of the
Registration Statement, the Disclosure Package and the Prospectus and related matters were
discussed, and, although we are not passing upon and do not assume any responsibility for the
accuracy, completeness or fairness (except as stated in numbered paragraph 6 above) of any portion
of the Registration Statement, the Disclosure Package and Prospectus (except for financial
statements and notes and related schedules and other related financial and accounting and
statistical data included or incorporated by reference therein or omitted therefrom and the Form
T-1, as to which we make no statement), and we have not checked the accuracy or completeness of, or
otherwise verified any information, including statistical information, contained in the
Registration Statement, the Disclosure Package and Prospectus, on the basis of the foregoing
(relying as to materiality to a certain extent upon officers and other representatives of the
Company and the Guarantor), no facts have come to our attention which have caused us to believe
that, (i) as of the effective date of the Registration Statement, the Registration Statement
contained an untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii) as of the
Applicable Time (which you have informed us is the time of the first sale of the Securities by any
Underwriter), the Disclosure Package contained an untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, or (iii) as of its date, the Prospectus contained, or, as of
the date hereof, contains, an untrue statement of a material fact or omitted or omits to state a
material fact necessary to make the statements therein, in light of the circumstances in which they
were made, not misleading, except that we make no comment with respect to the financial statements
or other financial data included in the Registration Statement, in the Disclosure Package or in the
Prospectus.
In rendering such opinion, such counsel may state that their opinion is limited to matters
governed by the Federal laws of the United States of America, the laws of the State of Texas and
the State of New York and the General Corporation Law of the State of Delaware. In addition, such
counsel may state that their opinion is subject to customary exceptions and qualifications. In
giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions
other than the law of the State of New York, the State of Texas and the federal law of the United
States and the General Corporation Law of the State of Delaware, upon the opinions of counsel
satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they
A-4-2
deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of
public officials.
A-4-3
Exhibit A-5
FORM OF OPINION OF UNDERWRITERS’ COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 5(c)(ii)
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(1)
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The Company is an exempted company incorporated with limited liability and existing
under the laws of Bermuda. The Company possesses the capacity to sue and be sued in its own
name and is in good standing under the laws of Bermuda.
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(2)
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The Company has all requisite corporate power and authority to enter into, execute, deliver,
and perform its obligations under the Subject Agreements including the issuance and delivery
of the Note to the Underwriters, and to take all action as may be necessary to complete the
transactions contemplated thereby.
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(3)
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The Company has the necessary corporate power to conduct the business authorised in its
Memorandum of Association and therefore, to conduct its business as described under the
captions “Weatherford International Ltd.” and “Our Business” in the Registration Statement.
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(4)
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The execution, delivery and performance by the Company of the Subject Agreements to which it
is a party and the transactions contemplated thereby (including the issue, sale and delivery
of the Note to the Underwriters) have been duly authorised by all necessary corporate action
on the part of the Company, pursuant to Bermuda law.
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(5)
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The Underwriting Agreement and the Indenture have been duly executed by the Company and each
constitutes legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with its terms.
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(6)
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The Note has been duly executed by the Company and, when authenticated and delivered in the
manner contemplated in the Indenture, will constitute a legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms.
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(7)
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Subject as otherwise provided in this opinion, and except as provided in this paragraph,
no consent, licence or authorisation of, filing with, registration on any register kept by, or
other act by or in respect of, any governmental authority or court of Bermuda is required to
be obtained by the Company in connection with the execution, delivery or performance by the
Company of the Subject Agreements, including the issue and delivery of the Note, or to ensure
the legality,
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validity, admissibility into evidence or enforceability as to the Company, of the Subject
Agreements except as have been duly obtained in accordance with Bermuda law.
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(8)
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The execution, delivery and performance by the Company of the Subject Agreements and the
transactions contemplated thereby and the issue of the Note do not and will not violate,
conflict with or constitute a default under (i) any requirement of any law or any regulation
of Bermuda or (ii) the Constitutional Documents.
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(9)
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Under Bermuda law, the Underwriters will not be deemed to be resident, domiciled, carrying on
any commercial activity in Bermuda or subject to any taxation in Bermuda by reason only of the
entry into, performance or enforcement of the Subject Agreements to which they are a party or
the transactions contemplated thereby. It is not necessary under Bermuda law that the
Underwriters be authorised, qualified or otherwise entitled to carry on business in Bermuda
for their execution, delivery, performance or enforcement of the Subject Agreements.
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(10)
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The choice of the laws of the State of New York as the proper law to govern the Underwriting
Agreement and the Indenture respectively (together the “Agreements”) is a valid choice of law
under Bermuda law and such choice of law would be recognised, upheld and applied by the courts
of Bermuda as the proper law of the Agreements in proceedings brought before them in relation
to the Agreements, provided that (i) the point is specifically pleaded; (ii) such choice of
law is valid and binding under the laws of the State of New York; and (iii) recognition would
not be contrary to public policy as that term is understood under Bermuda law.
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(11)
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The submission by the Company to the jurisdiction of the federal or New York State courts
located in the City of New York in respect of the Underwriting Agreement and any federal or
state court located in the Borough of Manhattan in the City of New York in respect of the
Indenture is not contrary to Bermuda law and would be recognised by the courts of Bermuda as a
legal, valid and binding submission to the jurisdiction of the said courts, if such submission
is accepted by such courts and is legal, valid and binding under the laws of the State of New
York.
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(12)
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A final and conclusive judgment of a foreign court against the Company based upon the Subject
Agreements (other than a court of jurisdiction to which The Judgments (Reciprocal Enforcement)
Act 1958 applies, and it does not apply to the courts of the State of New York) under which a
sum of money is payable (not being a sum payable in respect of taxes or other charges of a
like nature, in respect of a fine or other penalty, or in respect of multiple damages as
defined in The Protection of Trading Interests Act 1981) may be the subject of enforcement
proceedings in the
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A-5-2
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Supreme Court of Bermuda under the common law doctrine of obligation by action on the debt
evidenced by the foreign court’s judgment. A final opinion as to the availability of this
remedy should be sought when the facts surrounding the foreign court’s judgment are known,
but, on general principles, we would expect such proceedings to be successful provided that:
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(i)
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the court which gave the judgment was competent to hear the action in accordance
with private international law principles as applied in Bermuda; and
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(ii)
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the judgment is not contrary to public policy in Bermuda, has not been obtained
by fraud or in proceedings contrary to natural justice and is not based on an error in
Bermuda law.
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Enforcement of such a judgment against assets in Bermuda may involve the conversion of the
judgment debt into Bermuda dollars, but the Bermuda Monetary Authority has indicated that its
present policy is to give the consents necessary to enable recovery in the currency of the
obligation.
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(13)
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Charges over the assets of Bermuda companies (other than real property in Bermuda or a ship
or aircraft registered in Bermuda) wherever situated, and charges on assets situated in
Bermuda (other than real property in Bermuda or a ship or aircraft registered in Bermuda)
which belong to companies incorporated outside Bermuda, are capable of being registered in
Bermuda in the office of the Registrar of Companies pursuant to the provisions of Part V of
the Companies Act 1981 (the “Act”). Registration under the Act is the only method of
registration of charges over the assets of Bermuda companies in Bermuda except charges over
real property in Bermuda or ships or aircraft registered in Bermuda. Registration under the
Act is not compulsory and does not affect the validity or enforceability of a charge and there
is no time limit within which registration of a charge must be effected. However, in the
event that questions of priority fall to be determined by reference to Bermuda law, any charge
registered pursuant to the Act will take priority over any other charge which is registered
subsequently in regard to the same assets, and over all other charges created over such assets
after 1 July, 1983, which are not registered.
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As the Subject Agreements are governed by the laws of the State of New York, the question as
to whether any of the Subject Agreements creates a charge would be determined under the laws
of the State of New York.
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Based solely upon the Company Search, there is one charge registered in Bermuda over assets
of the Company bearing registration number 14645 which was registered on 14
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A-5-3
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November 2002 being an Unlimited Guarantee dated 12 November 2002 made between the Company
and The Royal Bank of Scotland plc.
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(14)
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The appointment by the Company of CT Corporation Systems as agent for the receipt of any
service of process in respect of any court in the State of New York in connection with any
matter arising out of or in connection with the Agreements is a valid and effective
appointment, if such appointment is valid and binding under the laws of the State of New York
and if no other procedural requirements are necessary in order to validate such appointment.
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A-5-4
Exhibit 4.2
This security is a global security within the meaning of the Indenture hereinafter referred to
and is registered in the name of a depositary or a nominee thereof. This security may not be
transferred to, or registered or exchanged for securities registered in the name of, any person
other than the depositary or a nominee thereof and no such transfer may be registered, except in
the limited circumstances described in the indenture.
Every security authenticated and delivered upon registration of, transfer of, or in exchange for or
in lieu of, this security shall be a global security subject to the foregoing, except in such
limited circumstances.
Unless this security is presented by an authorized representative of the Depository Trust Company,
a New York corporation, to the Company or its agent for registration of transfer, exchange or
payment, and any security issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of the Depository Trust Company (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized representative of the
Depository Trust Company), any transfer, pledge or other use hereof for value or otherwise by or to
any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein.
WEATHERFORD INTERNATIONAL LTD.
6.50% SENIOR NOTES DUE 2036
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NO. 1
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U.S.$500,000,000
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CUSIP No. 947075 AB 3
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WEATHERFORD INTERNATIONAL LTD., a company duly incorporated under the laws of Bermuda (herein
called the “Company”, which term includes any successor or resulting Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of FIVE HUNDRED MILLION United States Dollars on August 1, 2036, and to
pay interest thereon from August 7, 2006, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year,
commencing February 1, 2007, at the rate of 6.50% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be January 15 or July 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this Security will be made
by transfer of immediately available funds to a bank account in New York, New York designated by
the Holder in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.
Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated: August 7, 2006.
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WEATHERFORD INTERNATIONAL LTD.
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By:
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Name: Lisa W. Rodriguez
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Title: Senior Vice President and
Chief Financial Officer
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This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.
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DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
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By:
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Authorized Signatory
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WEATHERFORD INTERNATIONAL LTD.
6.50% SENIOR NOTES DUE 2036
This Security is one of a duly authorized issue of senior securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an Indenture dated as
of October 1, 2003 (herein called the “Indenture”), among the Company, the Guarantor and Deutsche
Bank Trust Company Americas, as Trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. As provided in the Indenture, the Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be subject to different redemption
provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may
be subject to different covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Security is one of the series designated on the face hereof.
This Security is the general, unsecured, senior obligation of the Company and is initially
guaranteed pursuant to a guarantee (the “Guarantee”) by Weatherford International, Inc., a Delaware
corporation (the “Guarantor”). The Guarantee is the general, unsecured, senior obligation of the
Guarantor. At such time as the Guarantor has no outstanding Debt (exclusive of (a) Debt owed to
the Company or any subsidiary of the Company and (b) any guarantee that has a provision
substantially similar to this provision such that by its terms it will be automatically released
and discharged simultaneously with the release and discharge of the Guarantee), the Guarantee shall
be terminated, and Article Fourteen of the Indenture shall not apply to the Notes;
provided
that if
the Guarantor subsequently incurs any Debt (exclusive of Debt owed to the Company or any subsidiary
of the Company), the Guarantee shall automatically be reinstated while any such Debt is
outstanding. In connection with each such reinstatement, the Guarantor will promptly execute and
deliver and cause to be executed and delivered to the Trustee any and all certificates, opinions,
instruments, agreements and documents, and to take all such other actions, that may be requested by
or on behalf of the Trustee to better evidence the reinstatement of the Guarantee and the
Guarantor’s obligations set forth under Article Fourteen of the Indenture; provided however, that
neither the failure or delay of the Trustee to request any such certificates, opinions,
instruments, agreements or documents nor the failure of the Guarantor to execute or deliver or the
delay in the execution or delivery of any of same will in any manner whatsoever reduce, diminish,
delay or otherwise alter the Guarantor’s obligations under the Guarantee, or prejudice, impair or
otherwise adversely effect the rights, benefits or remedies of the Trustee or any Holders under or
with respect to the Guarantee, which Guarantee in each case shall automatically arise and be in
effect upon the Guarantor incurring any Debt (exclusive of Debt owed to the Company or any
Subsidiary), without the necessity of any further act or deed.
The Securities of this series are subject to redemption upon not less than 30 nor more than 60
days’ notice by mail, at any time, as a whole or in part, at the election of the Company at a
Redemption Price equal to the greater of: (a) 100% of the principal amount of notes then
1
outstanding to be redeemed, plus accrued and unpaid interest thereon to the redemption date;
or (b) the sum of the present values of the remaining scheduled payments of principal and interest
on the notes then outstanding to be redeemed (not including any portion of such payments of
interest accrued as of the redemption date) discounted to the redemption date on a semi-annual
basis (computed based on a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus 25 basis points (0.25%), as calculated by an Independent Investment Banker,
plus accrued and unpaid interest thereon to the Redemption Date; but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the Indenture.
“Adjusted Treasury Rate”
means, with respect to any redemption date: (a) the yield, under the
heading which represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the remaining life, as defined below,
yields for the two published maturities most closely corresponding to the Comparable Treasury Issue
will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month); or (b) if such release (or any
successor release) is not published during the week preceding the calculation date or does not
contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date. The Adjusted Treasury Rate will be calculated on the third business day preceding the
redemption date.
“Comparable Treasury Issue”
means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the notes to
be redeemed that would be used, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes.
“Comparable Treasury Price”
means (1) the average of five Reference Treasury Dealer Quotations
for the redemption date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if an Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
“Independent Investment Banker”
means Banc of America Securities LLC, Morgan Stanley & Co.
Incorporated or UBS Securities LLC or any of their respective successors, as designated by us, or
if all such firms are unwilling or unable to serve as such, an independent investment and banking
institution of national standing appointed by the Company.
“Reference Treasury Dealer”
means: (a) Banc of America Securities LLC, Morgan Stanley & Co.
Incorporated and UBS Securities LLC and each of their respective successors; provided that, if any
such Reference Treasury Dealer ceases to be a primary U.S. Government securities dealer in the
United States (Primary Treasury Dealer), we will substitute another
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Primary Treasury Dealer; and (b) up to two other Primary Treasury Dealer selected by the
Company.
“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by an Independent Investment Banker, of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to an Independent Investment Banker at 5:00 p.m., New York City
time, on the third business day preceding such redemption date.
In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.
If an Event of Default with respect to the Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the Guarantor and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the
Company and the Guarantor and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company and the Guarantor with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place(s) and
rate, and in the coin or currency, herein prescribed. This Global Security or portion hereof may
not be exchanged for Definitive Securities of this series except in the limited circumstances
provided in the Indenture.
The holders of beneficial interests in this Global Security will not be entitled to receive
physical delivery of Definitive Securities except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the Indenture.
The Securities of this series are issuable only in registered form without coupons in
denominations of U.S. $1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
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No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or
not this Security be overdue, and none of the Company, the Guarantor, the Trustee nor any such
agent shall be affected by notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of or contained in the
Indenture or of or contained in any Security, or the Guarantee endorsed thereon, or for any claim
based thereon or otherwise in respect thereof, or in any Security or in the Guarantee, or because
of the creation of any indebtedness represented thereby, shall be had against any incorporator,
shareholder, member, officer, manager or director, as such, past, present or future, of the Company
or the Guarantor or of any successor Person, either directly or through the Company or the
Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment, penalty or otherwise; it being expressly understood that
all such liability is hereby expressly waived and released by the acceptance hereof and as a
condition of, and as part of the consideration for, the Securities and the execution of the
Indenture.
The Indenture provides that the Company and the Guarantor (a) will be discharged from any and
all obligations in respect of the Securities (except for certain obligations described in the
Indenture), or (b) need not comply with certain restrictive covenants of the Indenture, in each
case if the Company or the Guarantor deposits, in trust, with the Trustee money or U.S. Government
Obligations (or a combination thereof) which through the payment of interest thereon and principal
thereof in accordance with their terms will provide money, in an amount sufficient to pay all the
principal of and interest on the Securities, but such money need not be segregated from other funds
except to the extent required by law.
Except as otherwise defined herein, all terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
The Guarantor (which term includes any successor Person in such capacity under the Indenture),
has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and
subject to the provisions in the Indenture, the due and punctual payment of the principal of, and
premium, if any, and interest on the Securities and all other amounts due and payable under the
Indenture and the Securities by the Company;
provided
that at such time as the Guarantor has no
outstanding Debt (exclusive of (a) Debt owed to the Company or any subsidiary of the Company and
(b) any guarantee that has a provision substantially similar to this provision such that by its
terms it will be automatically released and discharged simultaneously with the release and
discharge of the Guarantee), the Guarantee shall be terminated, and Article Fourteen of the
Indenture shall not apply to the Notes;
provided further
that if the Guarantor subsequently incurs
any Debt (exclusive of Debt owed to the Company or any subsidiary of the Company), the Guarantee
shall automatically be reinstated while any such Debt is outstanding. In connection with each such
reinstatement, the Guarantor will promptly execute and deliver and cause to be executed and
delivered to the Trustee any and all certificates, opinions, instruments,
4
agreements and documents, and to take all such other actions, that may be requested by or on
behalf of the Trustee to better evidence the reinstatement of the Guarantee and the Guarantor’s
obligations set forth under Article Fourteen of the Indenture; provided however, that neither the
failure or delay of the Trustee to request any such certificates, opinions, instruments, agreements
or documents nor the failure of the Guarantor to execute or deliver or the delay in the execution
or delivery of any of same will in any manner whatsoever reduce, diminish, delay or otherwise alter
the Guarantor’s obligations under the Guarantee, or prejudice, impair or otherwise adversely effect
the rights, benefits or remedies of the Trustee or any Holders under or with respect to the
Guarantee, which Guarantee in each case shall automatically arise and be in effect upon the
Guarantor incurring any Debt (exclusive of Debt owed to the Company or any Subsidiary), without the
necessity of any further act or deed.
The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to
the Guarantee and the Indenture are expressly set forth in Article Fourteen of the Indenture as
limited hereby, and reference is hereby made to the Indenture for the precise terms of the
Guarantee.
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Guarantor:
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WEATHERFORD INTERNATIONAL, INC.
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By:
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Name: Lisa W. Rodriguez
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Title: Senior Vice President and
Chief Financial Officer
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5
Exhibit 4.3
This security is a global security within the meaning of the Indenture hereinafter referred to
and is registered in the name of a depositary or a nominee thereof. This security may not be
transferred to, or registered or exchanged for securities registered in the name of, any person
other than the depositary or a nominee thereof and no such transfer may be registered, except in
the limited circumstances described in the indenture.
Every security authenticated and delivered upon registration of, transfer of, or in exchange for or
in lieu of, this security shall be a global security subject to the foregoing, except in such
limited circumstances.
Unless this security is presented by an authorized representative of the Depository Trust Company,
a New York corporation, to the Company or its agent for registration of transfer, exchange or
payment, and any security issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of the Depository Trust Company (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized representative of the
Depository Trust Company), any transfer, pledge or other use hereof for value or otherwise by or to
any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein.
WEATHERFORD INTERNATIONAL LTD.
6.50% SENIOR NOTES DUE 2036
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NO. 2
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U.S.$100,000,000
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CUSIP No. 947075 AB 3
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WEATHERFORD INTERNATIONAL LTD., a company duly incorporated under the laws of Bermuda (herein
called the “Company”, which term includes any successor or resulting Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of ONE HUNDRED MILLION United States Dollars on August 1, 2036, and to
pay interest thereon from August 7, 2006, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year,
commencing February 1, 2007, at the rate of 6.50% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be January 15 or July 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this Security will be made
by transfer of immediately available funds to a bank account in New York, New York designated by
the Holder in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.
Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated: August 7, 2006.
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WEATHERFORD INTERNATIONAL LTD.
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By:
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Name: Lisa W. Rodriguez
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Title: Senior Vice President and
Chief Financial Officer
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This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.
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DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
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By:
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Authorized Signatory
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WEATHERFORD INTERNATIONAL LTD.
6.50% SENIOR NOTES DUE 2036
This Security is one of a duly authorized issue of senior securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an Indenture dated as
of October 1, 2003 (herein called the “Indenture”), among the Company, the Guarantor and Deutsche
Bank Trust Company Americas, as Trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. As provided in the Indenture, the Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be subject to different redemption
provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may
be subject to different covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Security is one of the series designated on the face hereof.
This Security is the general, unsecured, senior obligation of the Company and is initially
guaranteed pursuant to a guarantee (the “Guarantee”) by Weatherford International, Inc., a Delaware
corporation (the “Guarantor”). The Guarantee is the general, unsecured, senior obligation of the
Guarantor. At such time as the Guarantor has no outstanding Debt (exclusive of (a) Debt owed to
the Company or any subsidiary of the Company and (b) any guarantee that has a provision
substantially similar to this provision such that by its terms it will be automatically released
and discharged simultaneously with the release and discharge of the Guarantee), the Guarantee shall
be terminated, and Article Fourteen of the Indenture shall not apply to the Notes;
provided
that if
the Guarantor subsequently incurs any Debt (exclusive of Debt owed to the Company or any subsidiary
of the Company), the Guarantee shall automatically be reinstated while any such Debt is
outstanding. In connection with each such reinstatement, the Guarantor will promptly execute and
deliver and cause to be executed and delivered to the Trustee any and all certificates, opinions,
instruments, agreements and documents, and to take all such other actions, that may be requested by
or on behalf of the Trustee to better evidence the reinstatement of the Guarantee and the
Guarantor’s obligations set forth under Article Fourteen of the Indenture; provided however, that
neither the failure or delay of the Trustee to request any such certificates, opinions,
instruments, agreements or documents nor the failure of the Guarantor to execute or deliver or the
delay in the execution or delivery of any of same will in any manner whatsoever reduce, diminish,
delay or otherwise alter the Guarantor’s obligations under the Guarantee, or prejudice, impair or
otherwise adversely effect the rights, benefits or remedies of the Trustee or any Holders under or
with respect to the Guarantee, which Guarantee in each case shall automatically arise and be in
effect upon the Guarantor incurring any Debt (exclusive of Debt owed to the Company or any
Subsidiary), without the necessity of any further act or deed.
The Securities of this series are subject to redemption upon not less than 30 nor more than 60
days’ notice by mail, at any time, as a whole or in part, at the election of the Company at a
Redemption Price equal to the greater of: (a) 100% of the principal amount of notes then
1
outstanding to be redeemed, plus accrued and unpaid interest thereon to the redemption date;
or (b) the sum of the present values of the remaining scheduled payments of principal and interest
on the notes then outstanding to be redeemed (not including any portion of such payments of
interest accrued as of the redemption date) discounted to the redemption date on a semi-annual
basis (computed based on a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus 25 basis points (0.25%), as calculated by an Independent Investment Banker,
plus accrued and unpaid interest thereon to the Redemption Date; but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the Indenture.
“Adjusted Treasury Rate”
means, with respect to any redemption date: (a) the yield, under the
heading which represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the remaining life, as defined below,
yields for the two published maturities most closely corresponding to the Comparable Treasury Issue
will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month); or (b) if such release (or any
successor release) is not published during the week preceding the calculation date or does not
contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date. The Adjusted Treasury Rate will be calculated on the third business day preceding the
redemption date.
“Comparable Treasury Issue”
means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the notes to
be redeemed that would be used, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes.
“Comparable Treasury Price”
means (1) the average of five Reference Treasury Dealer Quotations
for the redemption date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if an Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
“Independent Investment Banker”
means Banc of America Securities LLC, Morgan Stanley & Co.
Incorporated or UBS Securities LLC or any of their respective successors, as designated by us, or
if all such firms are unwilling or unable to serve as such, an independent investment and banking
institution of national standing appointed by the Company.
“Reference Treasury Dealer”
means: (a) Banc of America Securities LLC, Morgan Stanley & Co.
Incorporated and UBS Securities LLC and each of their respective successors; provided that, if any
such Reference Treasury Dealer ceases to be a primary U.S. Government securities dealer in the
United States (Primary Treasury Dealer), we will substitute another
2
Primary Treasury Dealer; and (b) up to two other Primary Treasury Dealer selected by the
Company.
“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by an Independent Investment Banker, of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to an Independent Investment Banker at 5:00 p.m., New York City
time, on the third business day preceding such redemption date.
In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.
If an Event of Default with respect to the Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the Guarantor and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the
Company and the Guarantor and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company and the Guarantor with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place(s) and
rate, and in the coin or currency, herein prescribed. This Global Security or portion hereof may
not be exchanged for Definitive Securities of this series except in the limited circumstances
provided in the Indenture.
The holders of beneficial interests in this Global Security will not be entitled to receive
physical delivery of Definitive Securities except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the Indenture.
The Securities of this series are issuable only in registered form without coupons in
denominations of U.S. $1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
3
No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or
not this Security be overdue, and none of the Company, the Guarantor, the Trustee nor any such
agent shall be affected by notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of or contained in the
Indenture or of or contained in any Security, or the Guarantee endorsed thereon, or for any claim
based thereon or otherwise in respect thereof, or in any Security or in the Guarantee, or because
of the creation of any indebtedness represented thereby, shall be had against any incorporator,
shareholder, member, officer, manager or director, as such, past, present or future, of the Company
or the Guarantor or of any successor Person, either directly or through the Company or the
Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment, penalty or otherwise; it being expressly understood that
all such liability is hereby expressly waived and released by the acceptance hereof and as a
condition of, and as part of the consideration for, the Securities and the execution of the
Indenture.
The Indenture provides that the Company and the Guarantor (a) will be discharged from any and
all obligations in respect of the Securities (except for certain obligations described in the
Indenture), or (b) need not comply with certain restrictive covenants of the Indenture, in each
case if the Company or the Guarantor deposits, in trust, with the Trustee money or U.S. Government
Obligations (or a combination thereof) which through the payment of interest thereon and principal
thereof in accordance with their terms will provide money, in an amount sufficient to pay all the
principal of and interest on the Securities, but such money need not be segregated from other funds
except to the extent required by law.
Except as otherwise defined herein, all terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
The Guarantor (which term includes any successor Person in such capacity under the Indenture),
has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and
subject to the provisions in the Indenture, the due and punctual payment of the principal of, and
premium, if any, and interest on the Securities and all other amounts due and payable under the
Indenture and the Securities by the Company;
provided
that at such time as the Guarantor has no
outstanding Debt (exclusive of (a) Debt owed to the Company or any subsidiary of the Company and
(b) any guarantee that has a provision substantially similar to this provision such that by its
terms it will be automatically released and discharged simultaneously with the release and
discharge of the Guarantee), the Guarantee shall be terminated, and Article Fourteen of the
Indenture shall not apply to the Notes;
provided further
that if the Guarantor subsequently incurs
any Debt (exclusive of Debt owed to the Company or any subsidiary of the Company), the Guarantee
shall automatically be reinstated while any such Debt is outstanding. In connection with each such
reinstatement, the Guarantor will promptly execute and deliver and cause to be executed and
delivered to the Trustee any and all certificates, opinions, instruments,
4
agreements and documents, and to take all such other actions, that may be requested by or on
behalf of the Trustee to better evidence the reinstatement of the Guarantee and the Guarantor’s
obligations set forth under Article Fourteen of the Indenture; provided however, that neither the
failure or delay of the Trustee to request any such certificates, opinions, instruments, agreements
or documents nor the failure of the Guarantor to execute or deliver or the delay in the execution
or delivery of any of same will in any manner whatsoever reduce, diminish, delay or otherwise alter
the Guarantor’s obligations under the Guarantee, or prejudice, impair or otherwise adversely effect
the rights, benefits or remedies of the Trustee or any Holders under or with respect to the
Guarantee, which Guarantee in each case shall automatically arise and be in effect upon the
Guarantor incurring any Debt (exclusive of Debt owed to the Company or any Subsidiary), without the
necessity of any further act or deed.
The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to
the Guarantee and the Indenture are expressly set forth in Article Fourteen of the Indenture as
limited hereby, and reference is hereby made to the Indenture for the precise terms of the
Guarantee.
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Guarantor:
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WEATHERFORD INTERNATIONAL, INC.
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By:
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Name: Lisa W. Rodriguez
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Title: Senior Vice President and
Chief Financial Officer
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5
