UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2009
WEATHERFORD INTERNATIONAL LTD.
(Exact name of registrant as specified in charter)
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Bermuda
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1-31339
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98-0371344
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(State of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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515 Post Oak Blvd., Houston, Texas
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77027-3415
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (713) 693-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Supplemental Indentures
On February 26, 2009, Weatherford International Ltd., a Bermuda exempted company
(Weatherford-Bermuda), Weatherford International Ltd., a Swiss joint stock corporation
(Weatherford-Switzerland), and Weatherford International Inc., a Delaware corporation
(Weatherford-Delaware), entered into supplemental indentures (the Supplemental Indentures),
with respect to the following indentures, pursuant to which Weatherford-Switzerland guarantees all
of Weatherford-Bermudas and Weatherford-Delawares liabilities and obligations under the
following:
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the Indenture, dated May 17, 1996, relating to $350,000,000 principal amount of
6.625% Senior Notes due 2011 issued by Weatherford-Delaware;
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Indenture, dated October 1, 2003, relating to the following debt securities
issued by Weatherford-Bermuda: (i) $250,000,000 principal amount of 4.95% Senior
Notes due 2013; (ii) $500,000,000 principal amount of 5.15% Senior Notes due 2013;
(iii) $350,000,000 principal amount of 5.50% Senior Notes due 2016; (iv)
$500,000,000 principal amount of 6.00% Senior Notes due 2018; (v) $600,000,000
principal amount of 6.50% Senior Notes due 2036; (vi) $500,000,000 principal amount
of 7.00% Senior Notes due 2038; (vii) $1,000,000,000 principal amount of 9.625%
Senior Notes due 2019; and (viii) $250,000,000 principal amount of 9.875% Senior
Notes due 2039; and
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Indenture, dated June 18, 2007, relating to the following debt securities issued
by Weatherford-Delaware: (i) $600,000,000 principal amount of 5.95% Senior Notes
due 2012; (ii) $600,000,000 principal amount of 6.35% Senior Notes due 2017; and
(iii) $300,000,000 principal amount of 6.80% Senior Notes due 2037.
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The Supplemental Indentures are filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on
Form 8-K and are incorporated herein by reference.
Warrant Assignment
On February 26, 2009, Weatherford-Bermuda and Weatherford-Switzerland entered into a Warrant
Assignment and Assumption Agreement (the Assignment Agreement) regarding outstanding warrants to
purchase an aggregate of 12.9 million common shares of Weatherford-Bermuda, par value $1.00 per
share (the Weatherford-Bermuda Common Shares), at an exercise price of $15.00 per share
(collectively, the Warrants).
Under the Assignment Agreement, Weatherford-Bermuda assigned to Weatherford-Switzerland, and
Weatherford-Switzerland assumed, all of Weatherford-Bermudas rights and obligations under the
Warrants. As a result, the holders of the Warrants are entitled to receive, in accordance with the
terms of the Warrants, one Weatherford-Switzerland registered share (collectively, the
Weatherford-Switzerland Registered Shares) on exercise of the Warrants in lieu of each
Weatherford-Bermuda Common Share that they were entitled to receive upon exercise of the Warrants.
The Assignment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Assumption and Amendment of Stock Plans
On February 25, 2009, Weatherford-Switzerland and Weatherford-Bermuda entered into an
Assumption and General Amendment Agreement pursuant to which, among others:
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Weatherford-Bermuda assigned to Weatherford-Switzerland, and
Weatherford-Switzerland assumed, the following equity incentive plans of
Weatherford-Bermuda, including all award or grant documents or agreements
thereunder: Weatherford International Ltd. Non-Employee Director Stock Option
Agreements; Weatherford International Ltd. 2006 Omnibus Incentive Plan;
Weatherford International Ltd. Restricted Share Plan; and Weatherford
International, Inc. 1998 Employee Stock Option Plan.
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Weatherford-Bermuda assigned to Weatherford-Switzerland, and
Weatherford-Switzerland assumed, the employment agreements between
Weatherford-Bermuda and each of Jessica Abarca, Andrew P. Becnel, M. David Colley,
Bernard J. Duroc-Danner, Stuart E. Ferguson, Carel W. Hoyer, James M. Hudgins, Burt
M. Martin, and Keith R. Morley (the Executives), which agreements are dated
effective as of December 31, 2008.
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Weatherford-Bermuda assigned to Weatherford-Switzerland, and
Weatherford-Switzerland assumed, the obligations to issue or cause to be issued
shares under the following benefit plans of Weatherford-Bermuda: Weatherford
International, Inc. Executive Deferred Compensation Stock Ownership Plan;
Weatherford International, Inc. Foreign Executive Deferred Compensation Stock Plan;
and Weatherford International Ltd. Deferred Compensation Plan for Non-Employee
Directors. The plans remain plans of Weatherford-Bermuda and were not assumed by
Weatherford-Switzerland.
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The Assumption and General Amendment Agreement also provides that references to
Weatherford-Bermuda in the employment agreements between Weatherford-Delaware and each of the
Executives, which agreements are dated effective as of January 1, 2009 (other than the agreements
of Messrs. Hudgins and Hoyer, which are dated effective as of February 9, 2009), will be references
to Weatherford-Switzerland. These employment agreements remain agreements of Weatherford-Delaware
and were not assumed by Weatherford-Switzerland. Further, references to Weatherford-Bermuda in the
equity-incentive plans, benefits plans and other employment agreements noted above were also
changed to references to Weatherford-Switzerland. Also, all awards or grants under the
equity-incentive plans continue to be exercisable, issuable, held, available or vest upon the same
terms and conditions as under the previously-existing awards or grants, except that upon the
exercise, issuance, holding, availability or vesting of those awards or grants,
Weatherford-Switzerland Registered Shares are now issuable or available, or benefits or other
amounts determined, in lieu of Weatherford-Bermuda Common Shares.
This agreement is effective as of immediately prior to the effective time of the Transaction
(as such term is defined in Item 8.01 below).
The
Assumption and General Amendment Agreement is filed as
Exhibit 10.2 to this Current Report on Form 8-K and is
incorporated by reference herein.
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Item 5.01 Changes in Control of Registrant.
The description of the Transaction under Item 8.01 is incorporated herein by reference. As a
result of the Transaction, Weatherford-Bermuda became a direct, wholly-owned subsidiary of
Weatherford-Switzerland.
Item 8.01 Other Events.
On February 26, 2009, Weatherford-Bermuda and Weatherford-Switzerland completed a share
exchange transaction under the terms of a share exchange agreement, dated as of December 10, 2008
(the Share Exchange Agreement), effected by way of a scheme of arrangement under Bermuda law
(the Scheme of Arrangement), for purposes of changing
our place of incorporation from Bermuda to Switzerland (collectively, the Transaction). In the
Transaction, each holder of Weatherford-Bermuda Common Shares outstanding immediately prior to the
Transaction received one Weatherford-Switzerland Registered Share in exchange for each outstanding
Weatherford-Bermuda Common Share. As a result of the Transaction, Weatherford-Bermuda became a
direct, wholly-owned subsidiary of Weatherford-Switzerland.
Prior to the Transaction, the Weatherford-Bermuda Common Shares were registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and listed
on the New York Stock Exchange (NYSE) under the symbol WFT. As a result of the Transaction, all
of the Weatherford-Bermuda Common Shares were exchanged for Weatherford-Switzerland Registered
Shares. Accordingly, Weatherford-Bermuda requested that the NYSE file with the Securities and
Exchange Commission (the Commission) a Form 25 to remove the Weatherford-Bermuda Common Shares
from listing on the NYSE. Weatherford-Bermuda expects to file a Form 15 with the Commission to
terminate the registration of the Weatherford-Bermuda Common Shares and suspend its reporting
obligations under Sections 13 and 15(d) of the Exchange Act.
Pursuant to Rule 12g-3(a) promulgated under the Exchange Act, the Weatherford-Switzerland
Registered Shares are deemed registered under Section 12(b) of the Exchange Act. The
Weatherford-Switzerland Registered Shares were approved for listing on the NYSE and began trading
under the symbol WFT, the same symbol under which the Weatherford-Bermuda Common Shares
previously traded, on February 26, 2009.
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Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit Number
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Description
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4.1
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Fifth Supplemental Indenture, dated as of February 26,
2009, among Weatherford International, Inc., a Delaware
corporation, Weatherford International Ltd., a Bermuda
exempted company, Weatherford International Ltd., a Swiss joint stock
corporation, and The Bank of New York, as successor
trustee, to the Indenture dated as of May 17, 1996.
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4.2
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Third Supplemental Indenture, dated as of February 26,
2009, among Weatherford International Ltd., a Bermuda
exempted company, Weatherford International, Inc., a
Delaware corporation, Weatherford International Ltd., a
Swiss joint stock corporation, and Deutsche Bank Trust Company
Americas, as trustee, to the Indenture dated as of October
1, 2003.
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4.3
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Second Supplemental Indenture, dated as of February 26,
2009, among Weatherford International, Inc., a Delaware
corporation, Weatherford International Ltd., a Bermuda
exempted company, Weatherford International Ltd., a Swiss joint stock
corporation, and Deutsche Bank Trust Company Americas, as
trustee, to the Indenture dated as of June 18, 2007.
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10.1
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Warrant Assignment and Assumption Agreement, dated February
26, 2009, between Weatherford International Ltd., a Bermuda
exempted company, and Weatherford International Ltd., a
Swiss joint stock corporation.
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10.2
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Assumption and General Amendment Agreement, dated February
25, 2009, between Weatherford International Ltd., a Bermuda
exempted company, and Weatherford International Ltd., a
Swiss joint stock corporation.
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4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: February 26, 2009
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WEATHERFORD INTERNATIONAL LTD.,
a Bermuda exempted company
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By:
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/s/ Burt M. Martin
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Name:
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Burt M. Martin
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Title:
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Senior Vice President
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5
EXHIBIT INDEX
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Exhibit Number
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Description
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4.1
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Fifth Supplemental Indenture, dated as of February 26,
2009, among Weatherford International, Inc., a Delaware
corporation, Weatherford International Ltd., a Bermuda
exempted company, Weatherford International Ltd., a Swiss joint stock
corporation, and The Bank of New York, as successor
trustee, to the Indenture dated as of May 17, 1996.
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4.2
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Third Supplemental Indenture, dated as of February 26,
2009, among Weatherford International Ltd., a Bermuda
exempted company, Weatherford International, Inc., a
Delaware corporation, Weatherford International Ltd., a
Swiss joint stock corporation, and Deutsche Bank Trust Company
Americas, as trustee, to the Indenture dated as of October
1, 2003.
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4.3
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Second Supplemental Indenture, dated as of February 26,
2009, among Weatherford International, Inc., a Delaware
corporation, Weatherford International Ltd., a Bermuda
exempted company, Weatherford International Ltd., a Swiss joint stock
corporation, and Deutsche Bank Trust Company Americas, as
trustee, to the Indenture dated as of June 18, 2007.
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10.1
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Warrant Assignment and Assumption Agreement, dated February
26, 2009, between Weatherford International Ltd., a Bermuda
exempted company, and Weatherford International Ltd., a
Swiss joint stock corporation.
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10.2
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Assumption and General Amendment Agreement, dated February
25, 2009, between Weatherford International Ltd., a Bermuda
exempted company, and Weatherford International Ltd., a
Swiss joint stock corporation.
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EXHIBIT 4.1
FIFTH SUPPLEMENTAL INDENTURE
among
WEATHERFORD INTERNATIONAL, INC.,
a Delaware corporation,
WEATHERFORD INTERNATIONAL LTD.,
a Bermuda exempted company,
WEATHERFORD INTERNATIONAL LTD.,
a Swiss corporation,
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
Dated as of
February 26, 2009
to Indenture dated as of May 17, 1996
TABLE OF CONTENTS
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ARTICLE ONE AMENDMENTS TO THE INDENTURE
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2
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SECTION 101 Applicability of Amendments
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2
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SECTION 102 Definitions
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SECTION 103 Notices
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SECTION 104 Additional Events of Default
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SECTION 105 Trustee Matters
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SECTION 106 Defeasance and Covenant Defeasance
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4
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SECTION 107 Guarantee
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4
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ARTICLE TWO SECURITIES TO WHICH ARTICLE ONE APPLICABLE
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9
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SECTION 201 Securities to which Article One Applicable
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9
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ARTICLE THREE MISCELLANEOUS PROVISIONS
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9
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SECTION 301 Integral Part
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9
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SECTION 302 General Definitions
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10
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SECTION 303 Adoption, Ratification and Confirmation
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10
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SECTION 304 Trust Indenture Act Controls
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10
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SECTION 305 Governing Law
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10
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SECTION 306 Severability
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10
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SECTION 307 Counterpart Originals
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10
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SECTION 308 Successors
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10
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SECTION 309 Table of Contents and Headings
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10
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SECTION 310 Benefit of Fifth Supplemental Indenture
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SECTION 311 Acceptance by Trustee
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11
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-i-
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of February 26, 2009, among Weatherford
International, Inc., a Delaware corporation (the
Company
), Weatherford International Ltd., a
Bermuda exempted company (
Weatherford Bermuda
), Weatherford International Ltd., a Swiss
corporation (
Weatherford Switzerland
), and The
Bank of New York Mellon Trust Company, N.A. (as successor in interest to Bank
of Montreal Trust Company) (the
Trustee
).
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated
as of May 17, 1996, as supplemented by the First Supplemental Indenture thereto, dated as of May
27, 1998, the Second Supplemental Indenture thereto, dated as of June 30, 2000 (the
Second
Supplemental Indenture
), the Third Supplemental Indenture thereto, dated as of November 16, 2001
(the
Third Supplemental Indenture
), and the Fourth Supplemental Indenture thereto, dated as of
June 26, 2002 (the
Fourth Supplemental Indenture
, and such indenture as so supplemented, the
"
Indenture
), providing for the issuance from time to time of one or more series of the Companys
Securities; and
WHEREAS, the Company, in accordance with an Officers Certificate dated as of May 28, 1996,
previously issued $200 million original aggregate principal amount of its 7
1
/
4
% Notes due May 15,
2006, none of which notes remain outstanding as of the date hereof; and
WHEREAS, the Company, in accordance with the Second Supplemental Indenture, previously issued
$910 million aggregate original principal amount of its Zero Coupon Convertible Debentures due June
30, 2020, none of which debentures remain outstanding as of the date hereof; and
WHEREAS, the Company has, in accordance with the Third Supplemental Indenture, previously
issued $350 million aggregate original principal amount of its 6
5
/
8
% Notes due 2011 (the
6
5
/
8
%
Notes
), which 6
5
/
8
% Notes remain outstanding as of the date hereof; and
WHEREAS, Weatherford Bermuda has, in accordance with the Fourth Supplemental Indenture,
previously provided a guarantee of the 6
5
/
8
% Notes; and
WHEREAS, pursuant to a share exchange transaction effected by a scheme of arrangement, in
connection with a share exchange agreement, between Weatherford Bermuda and Weatherford
Switzerland, pursuant to which each holder of common shares of Weatherford Bermuda issued and
outstanding immediately before the transaction transferred such common shares to Weatherford
Switzerland solely in exchange for (through a nominee acting on behalf and for the account of the
shareholders) the same number of shares of Weatherford Switzerland (the
Redomestication
), the
Company has, contemporaneously with the effectiveness of this Fifth Supplemental Indenture, become
an indirect, wholly-owned subsidiary of Weatherford Switzerland and Weatherford Bermuda has become
a direct, wholly-owned subsidiary of Weatherford Switzerland; and
WHEREAS, in connection with such Redomestication, Weatherford Switzerland has determined that
it will be in the best interests of and beneficial to Weatherford Switzerland to
enter into this Fifth Supplemental Indenture for the purposes of providing a guarantee of the
6
5
/
8
% Notes in accordance with the terms of this Fifth Supplemental Indenture; and
WHEREAS, Sections 901(2) and 901(3) of the Indenture permit the execution of supplemental
indentures without the consent of any Holders to add any additional Events of Default with respect
to, and to add to the covenants of the Company for the benefit of, all or any series of Securities;
and
WHEREAS, Section 901(5) of the Indenture permits the execution of supplemental indentures
without the consent of any Holders to add to, change or eliminate any provisions of the Indenture
in respect of one or more series of Securities; provided, that any such change or elimination does
not adversely affect in any material respect any outstanding Security of any series created prior
to the execution of such supplemental indenture; and
WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this Fifth
Supplemental Indenture to supplement and amend the Indenture in certain respects; and
WHEREAS,
the changes contained herein do not adversely affect in any material
respect any Holder of any outstanding Security; and
WHEREAS,
the Trustee is hereby authorized and directed to execute this Fifth
Supplemental Indenture; and
WHEREAS,
all things necessary have been done to make this Fifth Supplemental
Indenture a valid and legally binding
agreement of the Company, Weatherford Bermuda and Weatherford Switzerland, in accordance with its
terms.
NOW THEREFORE:
In consideration of the premises provided for herein, the Company, Weatherford Bermuda,
Weatherford Switzerland and the Trustee mutually covenant and agree as follows:
ARTICLE ONE
AMENDMENTS TO THE INDENTURE
SECTION 101
Applicability of Amendments
.
The amendments contained in this Article ONE of this Fifth Supplemental Indenture shall apply only
to any series of Securities issued under the Indenture which have specifically been made subject to
such amendments, and not to any other series of Securities issued under the Indenture, and any
covenants provided in this Article ONE of this Fifth Supplemental Indenture are expressly being
included solely for the benefit of such Securities and not for the benefit of any other series of
Securities issued under the Indenture. These amendments shall be effective for so long as there
remain Outstanding any Securities of a series to which the provisions of this Article ONE apply.
SECTION 102
Definitions
.
Section 101 of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental
Indenture, to add Weatherford Switzerland to the definition of the term Guarantor by replacing
the current definition of such term with the following:
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Guarantors shall mean Weatherford International Ltd., a Bermuda exempted
company, until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture (and thereafter shall mean such successor Person), and
Weatherford International Ltd., a Swiss corporation, until a successor Person shall
have become such pursuant to the applicable provisions of this Indenture (and
thereafter shall mean such successor Person), and Guarantor shall mean either (i)
Weatherford International Ltd., a Bermuda exempted company, or its successor Person,
or (ii) Weatherford International Ltd., a Swiss corporation, or its successor
Person.
SECTION 103
Notices.
Section 105 of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental
Indenture, by replacing the current subsection (3) with the following:
(3) a Guarantor by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to such Guarantor addressed to it at:
Weatherford International Ltd., c/o Weatherford International, Inc., 515 Post Oak
Blvd., Houston, Texas 77027, to the attention of its Treasurer, or at any other
address previously furnished in writing to the Trustee by such Guarantor.
SECTION 104
Additional Events of Default.
Section 501 of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental
Indenture, by (a) replacing the words and the Guarantor each time said words appear in
subsections (4) and (7) thereof with the words and the Guarantors, (b) replacing the words the
Guarantor each time said words appear in subsections (9), (10) and (11) thereof with the words
any Guarantor, and (c) replacing the existing subsection (8) thereof with the following:
(8) default in the performance, or breach, of any covenant or warranty of any
Guarantor in this Indenture, and continuation of such default or breach for a period
of 90 days after there has been given, by registered or certified mail, to the
Company and such Guarantor by the Trustee or to the Company and such Guarantor and
the Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a Notice of Default
hereunder; or
SECTION 105
Trustee Matters.
Section 605 of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental
Indenture, by replacing the words the Guarantor each time said words appear therein, with the
words any Guarantor.
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SECTION 106
Defeasance and Covenant Defeasance.
Article THIRTEEN of the Indenture is hereby amended, subject to Section 201 of this Fifth
Supplemental Indenture, by replacing the existing Section 1307 with the following:
SECTION 1307
Effects of Defeasance on Guarantors
.
Upon any defeasance in accordance with Section 1302 hereof of the Securities of
a series to which this Section 1307 has been made applicable, all Guarantors shall
be discharged from their obligations hereunder in respect of the Securities of such
series to the same extent and subject to the same conditions as the Company is
released from its obligations hereunder in respect of the Securities of such series.
Upon any covenant defeasance in accordance with Section 1303 hereof of the
Securities of a series to which this Section 1307 has been made applicable, all
Guarantors shall be discharged from their obligations under Section 1905(a) hereof
in respect of the Securities of such series to the same extent and subject to the
same conditions as the Company is released from its obligations in respect of the
Securities of such series under Section 801 hereof.
SECTION 107
Guarantee.
Article NINETEEN of the Indenture is hereby amended, subject to Section 201 of this Fifth
Supplemental Indenture, by replacing the current Article NINETEEN with the following:
ARTICLE NINETEEN
GUARANTEES OF SECURITIES
SECTION 1901
Unconditional Guarantees
.
(a) For value received, each Guarantor hereby fully, irrevocably,
unconditionally and absolutely guarantees to the Holders of Securities of
each series to which this Article NINETEEN has been made applicable and to
the Trustee the due and punctual payment of the principal of, and premium,
if any, and interest on such Securities, Liquidated Damages, if any, and all
other amounts due and payable under this Indenture and such Securities by
the Company to the Trustee or such Holders (including, without limitation,
all costs and expenses (including reasonable legal fees and disbursements)
incurred by the Trustee or such Holders in connection with the enforcement
of this Indenture and the Guarantees) (collectively, the
Indenture
Obligations
), when and as such principal, premium, if any, interest,
Liquidated Damages, if any, and other amounts shall become due and payable,
whether at the Stated Maturity, upon redemption or by declaration of
acceleration or otherwise, according to the terms of such Securities and
this Indenture. The guarantees by the Guarantors set forth in this Article
NINETEEN are referred to herein as the
Guarantees.
Without limiting the
generality of the foregoing, the Guarantors liability shall extend to all
amounts that constitute part of the
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Indenture Obligations and would be owed by the Company to the Trustee
or such Holders under this Indenture and such Securities but for the fact
that they are unenforceable, reduced, limited, impaired, suspended or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.
(b) Failing payment when due of any amount guaranteed pursuant to the
Guarantees, for whatever reason, each Guarantor will be obligated to pay the
same, without duplication, immediately to the Trustee, without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding
or otherwise). Each Guarantee hereunder is intended to be a general,
unsecured, senior obligation of the applicable Guarantor and will rank
pari
passu
in right of payment with all indebtedness of such Guarantor that is
not, by its terms, expressly subordinated in right of payment to the
Guarantee of such Guarantor. Each Guarantor hereby agrees that, to the
fullest extent permitted by applicable law, its obligations hereunder shall
be full, irrevocable, unconditional and absolute, irrespective of the
validity, regularity or enforceability of such Securities, the Guarantees or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same
or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of such Guarantor. Each Guarantor hereby
agrees that in the event of a default in payment of the principal of, or
premium, if any, or interest on such Securities, or Liquidated Damages, if
any, or any other amounts payable under this Indenture and such Securities
by the Company to the Trustee or the Holders thereof, whether at the Stated
Maturity, upon redemption or by declaration of acceleration or otherwise,
legal proceedings may be instituted by the Trustee on behalf of such Holders
or, subject to Section 5.06 hereof, by such Holders, on the terms and
conditions set forth in this Indenture, directly against such Guarantor to
enforce its Guarantee without first proceeding against the Company or any
other Guarantor.
(c) To the fullest extent permitted by applicable law, the obligations
of the Guarantors under this Article NINETEEN shall be as aforesaid full,
irrevocable, unconditional and absolute and shall not be impaired, modified,
discharged, released or limited by any occurrence or condition whatsoever,
including, without limitation, (i) any compromise, settlement, release,
waiver, renewal, extension, indulgence or modification of, or any change in,
any of the obligations and liabilities of the Company or any Guarantor
contained in any of such Securities or this Indenture, (ii) any impairment,
modification, release or limitation of the liability of the Company, any
Guarantor or any of their estates in bankruptcy, or any remedy for the
enforcement thereof, resulting from the operation of any present or future
provision of any applicable Bankruptcy Law, as
5
amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Trustee or any such Holder of any rights or
remedies under any of such Securities or this Indenture or their delay in or
failure to assert or exercise any such rights or remedies, (iv) the
assignment or the purported assignment of any property as security for any
of such Securities, including all or any part of the rights of the Company
or any Guarantor under this Indenture, (v) the extension of the time for
payment by the Company or any Guarantor of any payments or other sums or any
part thereof owing or payable under any of the terms and provisions of any
of such Securities or this Indenture or of the time for performance by the
Company or any Guarantor of any other obligations under or arising out of
any such terms and provisions or the extension or the renewal of any
thereof, (vi) the modification or amendment (whether material or otherwise)
of any duty, agreement or obligation of the Company or any Guarantor set
forth in this Indenture, (vii) the voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all of the
assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment, rehabilitation or relief of, or
other similar proceeding affecting, the Company or any Guarantor or any of
their respective assets, or the disaffirmance of any of such Securities, the
Guarantees or this Indenture in any such proceeding, (viii) the release or
discharge of the Company or any Guarantor from the performance or observance
of any agreement, covenant, term or condition contained in any of such
instruments by operation of law, (ix) the unenforceability of any of such
Securities, the Guarantees or this Indenture, (x) any change in the name,
business, capital structure, corporate existence, or ownership of the
Company or any Guarantor, or (xi) any other circumstance which might
otherwise constitute a defense available to, or a legal or equitable
discharge of, a surety or any Guarantor.
(d) To the fullest extent permitted by applicable law, each Guarantor
hereby (i) waives diligence, presentment, demand of payment, notice of
acceptance, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Company or any Guarantor, and all demands
and notices whatsoever, (ii) acknowledges that any agreement, instrument or
document evidencing the Guarantees may be transferred and that the benefit
of its obligations hereunder shall extend to each holder of any agreement,
instrument or document evidencing the Guarantees without notice to them and
(iii) covenants that its Guarantee will not be discharged except by complete
performance of the Guarantees. To the fullest extent permitted by
applicable law, each Guarantor further agrees that if at any time all or any
part of any payment theretofore applied by any Person to any Guarantee is,
or must be, rescinded or returned for any reason whatsoever, including
without limitation, the insolvency, bankruptcy or reorganization of any
Guarantor, such Guarantee shall, to
6
the extent that such payment is or must be rescinded or returned, be
deemed to have continued in existence notwithstanding such application, and
the Guarantees shall continue to be effective or be reinstated, as the case
may be, as though such application had not been made.
(e) The Guarantors shall be subrogated to all rights of the Holders and
the Trustee against the Company in respect of any amounts paid by the
Guarantors pursuant to the provisions of this Indenture;
provided, however,
that the Guarantors shall not be entitled to enforce or to receive any
payments arising out of, or based upon, such right of subrogation with
respect to any of such Securities until all of such Securities and the
Guarantees thereof shall have been indefeasibly paid in full or discharged.
(f) A director, officer, employee or stockholder, as such, of a
Guarantor shall not have any liability for any obligations of such Guarantor
under this Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation.
(g) No failure to exercise and no delay in exercising, on the part of
the Trustee or the Holders, any right, power, privilege or remedy under this
Article NINETEEN and the Guarantees shall operate as a waiver thereof, nor
shall any single or partial exercise of any rights, power, privilege or
remedy preclude any other or further exercise thereof, or the exercise of
any other rights, powers, privileges or remedies. The rights and remedies
herein provided for are cumulative and not exclusive of any rights or
remedies provided in law or equity. Nothing contained in this Article
NINETEEN shall limit the right of the Trustee or the Holders to take any
action to accelerate the maturity of such Securities pursuant to Article
Five or to pursue any rights or remedies hereunder or under applicable law.
SECTION 1902
Execution and Delivery of Notation of Guarantees
.
To further evidence the Guarantees, each Guarantor hereby agrees that a
notation of its Guarantee may be endorsed on each Security of a series to which this
Article NINETEEN has been made applicable authenticated and delivered by the Trustee
and executed by either manual or facsimile signature of an officer of such
Guarantor.
Each Guarantor hereby agrees that its Guarantee shall remain in full force and
effect notwithstanding any failure to endorse on any such Security a notation
relating to the Guarantees thereof.
If an officer of a Guarantor whose signature is on this Indenture or a Security
no longer holds that office at the time the Trustee authenticates such
7
Security or at any time thereafter, such Guarantors Guarantee of such Security
shall be valid nevertheless.
The delivery by the Trustee of any Security of a series to which this Article
NINETEEN has been made applicable, after the authentication thereof under this
Indenture, shall constitute due delivery of the Guarantees set forth in this
Indenture on behalf of the applicable Guarantor.
SECTION 1903
Reports by Guarantors
.
In addition to the certificates delivered to the Trustee pursuant to Section
1904, the Guarantors shall file with the Trustee and the Commission, and transmit to
Holders of Outstanding Securities of each series to which this Article NINETEEN has
been made applicable, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto; provided that any such
information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, shall be
filed with the Trustee within 15 days after the same is so required to be filed with
the Commission.
SECTION 1904
Statement by Officer as to Default
.
Each Guarantor shall, so long as any Securities of a series to which this
Article NINETEEN has been made applicable are Outstanding, deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company beginning in 2002,
a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of such
Guarantors compliance with all conditions and covenants under this Indenture. For
purposes of this Section 1904, such compliance shall be determined without regard to
any period of grace or requirement of notice under this Indenture. Such certificate
shall comply with Section 314(a)(4) of the Trust Indenture Act.
SECTION 1905
Limitations on Merger and Consolidation of Guarantors
.
(a) No Guarantor shall, so long as any Securities to which this Article
NINETEEN has been made applicable are Outstanding, consolidate with or merge
into any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any other Person, unless:
(1) The Person formed by such consolidation or into which such
Guarantor is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of such
Guarantor substantially as an entirety shall be an exempted company,
corporation, partnership, limited liability company or trust and
shall expressly assume, by an indenture supplemental
8
hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the obligations of such Guarantor
hereunder;
(2) immediately after giving effect to such transaction, no
Event of Default, and no event which, after notice or lapse of time
or both, would become an Event of Default, shall have occurred and
be continuing; and
(3) such Guarantor has delivered to the Trustee an officers
certificate of such Guarantor and an Opinion of Counsel, each
stating that such consolidation, merger, conveyance, transfer or
lease and such supplemental indenture comply with this Section
1905(a) and that all conditions precedent herein provided for
relating to such transaction have been complied with.
(b) Upon any consolidation of a Guarantor with, or merger of a
Guarantor into, any other Person or any conveyance, transfer or lease of the
properties and assets of a Guarantor substantially as an entirety to any
other Person in accordance with Section 1905(a), the successor Person formed
by such consolidation or into which such Guarantor is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, such Guarantor
under this Indenture with the same effect as if such successor Person had
been named as a Guarantor herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and such Securities and coupons and may
liquidate and dissolve.
ARTICLE TWO
SECURITIES TO WHICH ARTICLE ONE APPLICABLE
SECTION 201
Securities to which Article One Applicable
.
The Company and the Guarantors hereby agree in accordance with Sections 901(2), 901(3) and 901(5)
of the Indenture that the amendments to the Indenture set forth in Article ONE of this Fifth
Supplemental Indenture are hereby made applicable to the 6
5
/
8
% Notes, and only to the Securities of
this specified series.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 301
Integral Part
.
This Fifth Supplemental Indenture constitutes an integral part of the Indenture to the extent
provided in Section 201 hereof.
9
SECTION 302
General Definitions
.
For all purposes of this Fifth Supplemental Indenture, capitalized terms used herein without
definition shall have the meanings specified in the Indenture.
SECTION 303
Adoption, Ratification and Confirmation
.
The Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all respects
hereby adopted, ratified and confirmed, and this Fifth Supplemental Indenture shall be deemed part
of the Indenture in the manner and to the extent herein and therein provided. The provisions of
this Fifth Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of
the Indenture to the extent the Indenture is inconsistent herewith.
SECTION 304
Trust Indenture Act Controls
.
If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
operation of TIA § 318(c), the imposed duties shall control.
SECTION 305
Governing Law
.
THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
SECTION 306
Severability
.
In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall, to the
fullest extent permitted by applicable law, not in any way be affected or impaired thereby.
SECTION 307
Counterpart Originals
.
The parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement.
SECTION 308
Successors
.
All agreements of the Company or any Guarantor in this Fifth Supplemental Indenture shall bind its
successors. All agreements of the Trustee in this Fifth Supplemental Indenture shall bind its
successors.
SECTION 309
Table of Contents and Headings
.
The table of contents and headings of the Articles and Sections of this Fifth Supplemental
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions hereof.
10
SECTION 310
Benefit of Fifth Supplemental Indenture
.
Nothing in this Fifth Supplemental Indenture, express or implied, shall give to any Person, other
than the parties hereto, any Security Registrar, any Paying Agent and their successors hereunder,
and the Holders of Securities of any series to which the amendments of the Indenture set forth in
Article ONE hereof have been made applicable, any benefit or any legal or equitable right, remedy
or claim under this Fifth Supplemental Indenture.
SECTION 311
Acceptance by Trustee
.
The Trustee accepts the amendments to the Indenture effected by this Fifth Supplemental Indenture
and agrees to execute the trusts created by the Indenture as hereby amended, but only upon the
terms and conditions set forth in this Fifth Supplemental Indenture and the Indenture. Without
limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness
of the recitals contained herein, which shall be taken as the statements of the Company and the
Guarantors, and, except as provided in the Indenture, the Trustee shall not be responsible or
accountable in any way whatsoever for or with respect to the validity or execution or sufficiency
of this Fifth Supplemental Indenture, and the Trustee makes no representation with respect thereto.
[SIGNATURE PAGE FOLLOWS]
11
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be
duly executed as of the day and year first written above.
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WEATHERFORD INTERNATIONAL, INC.,
a Delaware corporation
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By:
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/s/ Burt M. Martin
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Name:
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Burt M. Martin
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Title:
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Senior Vice President
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WEATHERFORD INTERNATIONAL LTD.,
a Bermuda exempted company
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By:
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/s/ Burt M. Martin
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Name:
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Burt M. Martin
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Title:
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Senior Vice President
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WEATHERFORD INTERNATIONAL LTD.,
a Swiss corporation
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By:
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/s/ Burt M. Martin
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Name:
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Burt M. Martin
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Title:
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Senior Vice President
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THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
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By:
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/s/
Mauri J. Cowen
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Name:
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Mauri J. Cowen
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Title:
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Vice President
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12
EXHIBIT 4.2
THIRD SUPPLEMENTAL INDENTURE
among
WEATHERFORD INTERNATIONAL LTD.,
a Bermuda exempted company,
WEATHERFORD INTERNATIONAL, INC.,
a Delaware corporation,
WEATHERFORD INTERNATIONAL LTD.,
a Swiss corporation,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
Dated as of
February 26, 2009
to Indenture dated as of October 1, 2003
TABLE OF CONTENTS
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ARTICLE 1
Amendments to the Indenture
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2
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SECTION 1.01.
Definitions
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2
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SECTION 1.02.
Certain References to the Guarantor
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3
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SECTION 1.03.
Additional References to the Guarantor
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3
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SECTION 1.04.
Certain References to the Guarantee
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3
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SECTION 1.05.
Certain Cross-References in the Indenture
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4
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SECTION 1.06.
Compliance Certificates and Opinions
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4
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SECTION 1.07.
Form of Documents Delivered to Trustee
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4
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SECTION 1.08.
Notices
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5
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SECTION 1.09.
Governing Law
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5
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SECTION 1.10.
Incorporators, Shareholders, Officers and
Directors of the Company and Guarantor Exempt from Individual
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Liability
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6
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SECTION 1.11.
Forms Generally
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6
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SECTION 1.12.
Form of Reverse of Security
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6
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SECTION 1.13.
The Securities
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SECTION 1.14.
Trustee Matters
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10
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SECTION 1.15.
Consolidation, Amalgamation, Merger and Sale
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SECTION 1.16.
Supplemental Indentures
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13
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SECTION 1.17.
Covenants
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13
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SECTION 1.18.
Guarantee
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14
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ARTICLE 2
Miscellaneous Provisions
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18
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SECTION 2.01.
General Definitions
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18
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SECTION 2.02.
Continued Effect
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18
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SECTION 2.03.
Governing Law
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18
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SECTION 2.04.
Severability
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18
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SECTION 2.05.
Counterparts
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18
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SECTION 2.06.
Successors
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SECTION 2.07.
Table of Contents and Headings
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SECTION 2.08.
Benefit of Third Supplemental Indenture
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19
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SECTION 2.09.
Acceptance by Trustee
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-i-
This THIRD SUPPLEMENTAL INDENTURE, dated as of February 26, 2009, among Weatherford
International Ltd., a Bermuda exempted company (the
Company
), Weatherford International, Inc., a
Delaware corporation (
Weatherford U.S.
), Weatherford International Ltd., a Swiss corporation
(
Weatherford Switzerland
), and Deutsche Bank Trust Company Americas, as trustee (the
Trustee
).
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated
as of October 1, 2003, as supplemented by the First Supplemental Indenture thereto, dated as of
March 25, 2008 (the
First Supplemental Indenture
), and the Second Supplemental Indenture thereto,
dated as of January 8, 2009 (the
Second Supplemental Indenture
, and such indenture as so
supplemented, the
Indenture
), providing for the issuance from time to time of one or more series
of the Companys Securities; and
WHEREAS, the Company, in accordance with an Officers Certificate dated as of October 7, 2003,
previously issued $250 million original aggregate principal amount of its 4.95% Senior Notes due
2013 (the
4.95% 2013 Notes
); and
WHEREAS, the Company, in accordance with an Officers Certificate dated as of January 17,
2006, previously issued $350 million original aggregate principal amount of its 5.50% Senior Notes
due 2016 (the
2016 Notes
); and
WHEREAS, the Company, in accordance with an Officers Certificate dated as of August 7, 2006,
previously issued $600 million original aggregate principal amount of its 6.50% Senior Notes due
2036 (the
2036 Notes
); and
WHEREAS, the Company, in accordance with the First Supplemental Indenture, previously issued
$500 million aggregate original principal amount of its 5.15% Senior Notes due 2013 (the
5.15%
2013 Notes
), $500 million aggregate original principal amount of its 6.00% Senior Notes due 2018
(the
2018 Notes
) and $500 million aggregate original principal amount of its 7.00% Senior Notes
due 2038 (the
2038 Notes
); and
WHEREAS, the Company, in accordance with the Second Supplemental Indenture, previously issued
$1 billion original aggregate principal amount of its 9.625% Senior Notes due 2019 (the
2019
Notes
) and $250 million original aggregate principal amount of its 9.875% Senior Notes due 2039
(the
2039 Notes
and collectively with the 4.95% 2013 Notes, the 2016 Notes, the 2036 Notes, the
5.15% 2013 Notes, the 2018 Notes, the 2038 Notes and the 2019 Notes, the
Notes
)); and
WHEREAS, the Notes remain Outstanding as of the date hereof; and
WHEREAS, Weatherford U.S. has, in accordance with the Indenture, previously provided a
guarantee of the Notes; and
WHEREAS, pursuant to a share exchange transaction effected by a scheme of arrangement, in
connection with a share exchange agreement, between the Company and Weatherford Switzerland,
pursuant to which each holder of common shares of the Company
issued and outstanding immediately before the transaction transferred such common shares to
Weatherford Switzerland solely in exchange for (through a nominee acting on behalf and for the
account of the shareholders) the same number of shares of Weatherford Switzerland (the
Redomestication
), the Company, contemporaneously with the effectiveness of this Third
Supplemental Indenture, has become a direct, wholly-owned subsidiary of Weatherford Switzerland,
and Weatherford U.S. has become an indirect, wholly-owned subsidiary of Weatherford Switzerland;
and
WHEREAS, in connection with such Redomestication, Weatherford Switzerland has determined that
it will be in the best interests of and beneficial to Weatherford Switzerland to enter into this
Third Supplemental Indenture for the purposes of providing a guarantee of the Notes in accordance
with the terms of this Third Supplemental Indenture; and
WHEREAS, Section 9.1(3) of the Indenture permits the execution of supplemental indentures
without the consent of any Holders to add to the covenants of the Company for the benefit of all or
any series of Securities; and
WHEREAS, Section 9.1(6) of the Indenture permits the execution of supplemental indentures
without the consent of any Holders to change or eliminate any of the provisions of the Indenture;
provided, that any such change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision; and
WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this Third
Supplemental Indenture to supplement and amend the Indenture in certain respects; and
WHEREAS, all things necessary have been done to make this Third Supplemental Indenture a valid
agreement of the Company, Weatherford U.S. and Weatherford Switzerland, in accordance with its
terms.
NOW THEREFORE:
In consideration of the premises provided for herein, the Company, Weatherford U.S.,
Weatherford Switzerland and the Trustee mutually covenant and agree as follows:
ARTICLE 1
Amendments to the Indenture
SECTION 1.01.
Definitions
.
Section 1.1 of the Indenture is hereby amended by (a) replacing the words the Guarantor each time
said words appear in the defined terms Board of Directors, Board Resolution, Opinion of
Counsel, Outstanding and Vice President with the words a Guarantor and (b) replacing the
definitions of Bankruptcy Law, Company Request or Company Order, Guarantee, Guarantor and
Officers Certificate with the following, respectively:
Bankruptcy Law means any applicable Federal, State, Bermuda or Swiss
bankruptcy, insolvency, reorganization or other similar law.
-2-
Company Request or Company Order means, in the case of the Company, a
written request or order signed in the name of the Company by its Chairman of the
Board, its Chief Executive Officer, its President, any of its Vice Presidents or any
other duly authorized officer of the Company or any person duly authorized by any of
them, and delivered to the Trustee and, in the case of a Guarantor, a written
request or order signed in the name of such Guarantor by its Chairman of the Board,
its Chief Executive Officer, its President, any of its Vice Presidents or any other
duly authorized officer of such Guarantor or any person duly authorized by any of
them, and delivered to the Trustee.
Guarantees has the meaning specified in Section 14.1.
Guarantors shall mean Weatherford International, Inc., a Delaware
corporation, until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture (and thereafter shall mean such successor
Person), and Weatherford International Ltd., a Swiss corporation, until a successor
Person shall have become such pursuant to the applicable provisions of this
Indenture (and thereafter shall mean such successor Person), and Guarantor shall
mean either (i) Weatherford International, Inc., a Delaware corporation, or its
successor Person, or (ii) Weatherford International Ltd., a Swiss corporation, or
its successor Person.
Officers Certificate means, in the case of the Company, a certificate
signed by the Chairman of the Board, the Chief Executive Officer, the President, any
Vice President or any other duly authorized officer of the Company, or a person duly
authorized by any of them, and delivered to the Trustee and, in the case of a
Guarantor, a certificate signed by the Chairman of the Board, the Chief Executive
Officer, the President, any Vice President or any other duly authorized officer of
such Guarantor, or a person duly authorized by any of them, and delivered to the
Trustee.
SECTION 1.02.
Certain References to
the Guarantor
.
Sections 1.2, 1.5, 3.1, 5.2, 5.3, 5.4, 6.3 and 6.6, subsections (1) and (2) of Section 1.6,
subsection (c) of Section 3.3 and the fourth paragraph of Section 6.14 of the Indenture are each
hereby amended by replacing the words the Guarantor each time said words appear therein with the
words a Guarantor.
SECTION 1.03.
Additional References to
the Guarantor
.
Sections 1.10, 1.16, 3.5, 3.6, 3.8, 5.9, 5.15, 6.4, 7.2, 9.2, 10.3, 13.2 and 13.3, the third
paragraph of Section 6.14 and the first and last paragraphs of Section 9.1 of the Indenture are
each hereby amended by replacing the words the Guarantor each time said words appear therein with
the words the Guarantors.
SECTION 1.04.
Certain References to
the Guarantee
.
-3-
Sections 1.11, 1.12, 1.14, 3.1, 3.5, 3.6, 5.4 and 5.7 of the Indenture are each hereby amended by
replacing the words the Guarantee each time said words appear therein with the words the
Guarantees.
SECTION 1.05.
Certain Cross-References in the Indenture
.
The Indenture is hereby amended by (a) replacing the phrase Section 1.2 each time said phrase
appears in Sections 3.1 and 3.5 of the Indenture and in the definition of Place of Payment with
the phrase Section 10.2, (b) replacing the phrase Section 1.3 appearing in Section 4.1 of the
Indenture with the phrase Section 10.3 and (c) replacing the phrase Section 1303 appearing in
Section 13.5 of the Indenture with the phrase Section 13.3.
SECTION 1.06.
Compliance Certificates and Opinions
.
Section 1.3 of the Indenture is hereby amended by replacing the first paragraph thereof with the
following:
Upon any application or request by the Company or a Guarantor to the Trustee
to take any action under any provision of this Indenture, the Company or such
Guarantor, as the case may be, shall furnish to the Trustee an Officers Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if any,
have been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished except as required under Section
314(c) of the Trust Indenture Act.
SECTION 1.07.
Form of Documents Delivered to Trustee
.
Section 1.4 of the Indenture is hereby amended by replacing the second paragraph thereof with the
following:
Any certificate or opinion of an officer of the Company or a Guarantor may be
based, insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows or, in the exercise of
reasonable care, should know that the certificate or opinion or representations with
respect to the matters upon which his certificate or opinion is based are erroneous.
Any such certificate or opinion of counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an officer
or officers of the Company or such Guarantor, as the case may be, stating that the
information with respect to such factual matters is in the possession of the Company
or such Guarantor, as the case may be, unless such counsel knows that the
certificate or opinion or representations with respect to such matters are
erroneous.
-4-
SECTION 1.08.
Notices
.
Section 1.6 of the Indenture is hereby amended by replacing subsection (3) thereof with the
following:
(3) a Guarantor by the Company, the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to such Guarantor addressed
to it at: Weatherford International, Inc. or Weatherford International Ltd., c/o
Weatherford International, Inc., as applicable, 515 Post Oak Blvd., Houston, Texas
77027, to the attention of its Corporate Secretary, or at any other address
previously furnished in writing to the Trustee by such Guarantor.
SECTION 1.09.
Governing Law
.
Section 1.13 of the Indenture is hereby amended by replacing such Section 1.13 with the following:
THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
To the fullest extent permitted by applicable law, each of the Company and the
Guarantors hereby irrevocably submits to the jurisdiction of any Federal or state
court located in the Borough of Manhattan in The City of New York, New York in any
suit, action or proceeding based on or arising out of or relating to this Indenture
or any Securities and irrevocably agrees that all claims in respect of such suit or
proceeding may be determined in any such court. Each of the Company and the
Guarantors irrevocably waives, to the fullest extent permitted by law, any objection
which it may have to the laying of the venue of any such suit, action or proceeding
brought in an inconvenient forum. Each of the Company and the Guarantors agrees that
final judgment in any such suit, action or proceeding brought in such a court shall
be conclusive and binding and may be enforced in the courts of Bermuda (or any other
courts of any other jurisdiction to which either of them is subject) by a suit upon
such judgment, provided that service of process is effected upon the Company. Each
of the Company and the Guarantors hereby irrevocably designates and appoints CT
Corporation Systems, New York, New York (the Process Agent) as its authorized
agent for purposes of this Section 1.13, it being understood that the designation
and appointment of the Process Agent as such authorized agent shall become effective
immediately without any further action on the part of the Company or such Guarantor,
as the case may be. Each of the Company and the Guarantors further agrees that,
unless otherwise required by law, service of process upon the Process Agent and
written notice of said service to the Company or a Guarantor, as the case may be,
mailed by prepaid registered first class mail or delivered to the Process Agent at
its principal office, shall be deemed in every respect effective service of process
upon the Company or such Guarantor, as the case may be, in any such suit or
-5-
proceeding. Each of the Company and the Guarantors further agrees to take any
and all action, including the execution and filing of any and all such documents and
instruments as may be necessary, to continue such designation and appointment of the
Process Agent in full force and effect so long as the Company or such Guarantor, as
the case may be, has any outstanding obligations under this Indenture. To the extent
the Company or a Guarantor, as the case may be, has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution,
executor or otherwise) with respect to itself or its property, each of the Company
and such Guarantor hereby irrevocably waives such immunity in respect of its
obligations under this Indenture to the extent permitted by law.
SECTION 1.10.
Incorporators, Shareholders, Officers and Directors of the Company and Guarantor
Exempt from Individual Liability
.
Section 1.18 of the Indenture is hereby amended by (a) replacing the words the Guarantee each
time said words appear therein with any Guarantee and (b) replacing the words the Guarantor
each time said words appear therein with the words any Guarantor.
SECTION 1.11.
Forms Generally
.
The first paragraph of Section 2.1 of the Indenture is hereby amended by replacing such paragraph
with the following:
The Securities of each series and, if applicable, the notation thereon
relating to the Guarantees, shall be in substantially the form set forth in this
Article Two, or in such other form or forms as shall be established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities and,
if applicable, such Guarantees, as evidenced by their execution thereof.
SECTION 1.12.
Form of Reverse of Security
.
The first, second, eleventh, seventeenth, eighteenth, nineteenth, twenty-first and twenty-second
paragraphs of Section 2.3 of the Indenture are hereby amended by replacing such paragraphs with the
following, respectively:
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),
between the Company, Weatherford International, Inc. and Deutsche Bank Trust Company
Americas, as Trustee (herein called the Trustee,
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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 Guarantors, 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 [,
limited in aggregate principal amount to $. . . . . . . . . . ].
This Security is the general, unsecured, senior obligation of the Company [
if
applicable, insert
and is guaranteed pursuant to a guarantee (the Guarantee) by
each of Weatherford International, Inc., a Delaware corporation (Weatherford U.S.)
and Weatherford International Ltd., a Swiss corporation (Weatherford Switzerland
and collectively with Weatherford U.S., the Guarantors). The Guarantees are the
general, unsecured, senior obligation of the Guarantors.]
The Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company [
If
applicable, insert
and the Guarantors] and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company [
If applicable, insert
and the Guarantors] 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 [
If applicable,
insert
and the Guarantors] 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.
Prior to due presentment of this Security for registration of transfer, the
Company, [
If applicable, insert
the Guarantors,] the Trustee and any agent of the
Company [
If applicable, insert
, the Guarantors] 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, [
If
applicable, insert
the Guarantors,] the Trustee nor any such agent shall be
affected by notice to the contrary.
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No recourse under or upon any obligation, covenant or agreement of or contained in
the Indenture or of or contained in any Security, [
If applicable, insert
, or any
Guarantee endorsed thereon,] or for any claim based thereon or otherwise in respect
thereof, or in any Security [
If applicable, insert
or in any 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 [
If applicable, insert
or any Guarantor] or of
any successor Person, either directly or through the Company [
If applicable,
insert
or any 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 [
If applicable, insert
and the Guarantors]
(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 [
If
applicable, insert
or a 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.
[
If a Definitive Security, insert
as
a separate page
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please Print or Typewrite Name and Address of Assignee)
the within instrument of WEATHERFORD INTERNATIONAL, LTD., a Bermuda exempted
Company, and does hereby irrevocably constitute and appoint
Attorney to transfer said instrument on the books of the within-named Company, with
full power of substitution in the premises.
Please Insert Social Security or Other Identifying Number of Assignee:
NOTICE: The signature to this assignment must correspond with the name as written
upon the face of the within instrument in every particular, without alteration or
enlargement or any change whatever.]
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[
If a Security to which Article Fourteen has been made applicable, insert the
following Form of Notation on such Security relating to the Guarantee
Each 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.
The obligations of the Guarantors to the Holders of Securities and to the Trustee
pursuant to the Guarantees and the Indenture are expressly set forth in Article
Fourteen of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Guarantees.
Guarantors:
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WEATHERFORD INTERNATIONAL,
INC.,
a Delaware corporation
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By:
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WEATHERFORD INTERNATIONAL LTD.,
a Swiss corporation
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By:
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SECTION 1.13.
The Securities
.
Section 3.3 of the Indenture is hereby amended by replacing the first and second paragraphs thereof
with the following, respectively:
The Securities shall be executed on behalf of the Company by its Chairman of
the Board, its Chief Executive Officer, its President, its Chief Financial Officer
or any of its Vice Presidents and need not be attested. The signature of any of
these officers on the Securities may be manual or facsimile. Any Guarantee endorsed
on the Securities shall be executed on behalf of the applicable Guarantor by its
Chairman of the Board, its Chief Executive Officer, its President, its Chief
Financial Officer or any of its Vice Presidents and need not be attested. The
signature of any of these officers on any Guarantee may be manual or facsimile.
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Securities and any Guarantee bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company or a Guarantor,
as the case may be, shall bind the Company or such Guarantor, as the case may be,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not hold
such offices at the date of such Securities.
SECTION 1.14.
Trustee Matters
.
Article Six of the Indenture is hereby amended by replacing Sections 6.5, 6.11 and 6.13 with the
following, respectively:
Section 6.5.
May Hold Securities
.
The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or, if applicable, any Guarantor, in its
individual or any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 310(b) and 311 of the Trust Indenture Act and Sections 6.8, 6.9
and 6.13, may otherwise deal with the Company or, if applicable, such Guarantor with
the same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.
Section 6.11.
Acceptance of Appointment by Successor
.
(a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company, the
Guarantors (if applicable) and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the
retiring Trustee; but, on the request of the Company or, if
applicable, a Guarantor or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.
(b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series,
the Company, the Guarantors (if applicable), the retiring Trustee
and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept
-10-
such appointment and which (1) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates;
but, on request of the Company, a Guarantor (if applicable) or any
successor Trustee, such retiring Trustee shall duly assign, transfer
and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor
Trustee relates.
(c) Upon request of any such successor Trustee, the Company
and, if applicable, the Guarantors shall execute any and all
instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may
be.
(d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article and the Trust Indenture
Act.
Section 6.13.
Preferential Collection of Claims Against Company
.
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Reference is made to Section 311 of the Trust Indenture Act. For purposes of
Section 311(b) of the Trust Indenture Act,
(1) the term cash transaction means any transaction in which full
payment for goods or securities sold is made within seven days after
delivery of the goods or securities in currency or in checks or other orders
drawn upon banks or bankers and payable upon demand; and
(2) the term self-liquidating paper means any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or
incurred by the Company or, if applicable, a Guarantor for the purpose of
financing the purchase, processing, manufacturing, shipment, storage or sale
of goods, wares or merchandise and which is secured by documents evidencing
title to, possession of, or a lien upon, the goods, wares or merchandise or
the receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the security is
received by the Trustee simultaneously with the creation of the creditor
relationship with the Company or, if applicable, such Guarantor arising from
the making, drawing, negotiating or incurring of the draft, bill of
exchange, acceptance or obligation.
SECTION 1.15.
Consolidation, Amalgamation, Merger and Sale
Article Eight of the Indenture is hereby amended by replacing Article Eight with the following:
ARTICLE EIGHT
CONSOLIDATION, AMALGAMATION, MERGER AND SALE
Section 8.1.
Company May Consolidate, Etc., Only on Certain Terms
.
The Company and, if any Securities of a series to which Article Fourteen has
been made applicable are Outstanding, each Guarantor shall not consolidate or
amalgamate with or merge into any other Person or convey, transfer or lease its
properties and assets as, or substantially as, an entirety to any Person unless:
(1) the Person formed by such consolidation or amalgamation or into
which the Company or such Guarantor, as the case may be, is merged or the
Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Company or such Guarantor, as the case may be,
as, or substantially as, an entirety shall be a corporation and shall
expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest on all the
Securities and the performance or observance of every other covenant of this
Indenture on the part of the Company or such Guarantor, as the case may be,
to be performed or observed and shall have expressly provided for conversion
rights in respect of any series of Outstanding Securities with conversion
rights;
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(2) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing; and
(3) the Company or such Guarantor, as the case may be, has delivered to
the Trustee an Officers Certificate and an Opinion of Counsel, each stating
that such consolidation, amalgamation, merger, conveyance, sale, transfer or
lease and such supplemental indenture, if any, comply with this Article
Eight and that all conditions precedent herein provided for relating to such
transaction have been complied with.
Section 8.2.
Successor Substituted
.
Upon any consolidation or amalgamation of the Company or a Guarantor, as the
case may be, with or merger of the Company or a Guarantor, as the case may be, into,
any other Person or any conveyance, transfer or lease of the properties and assets
of the Company or a Guarantor, as the case may be, as, or substantially as, an
entirety in accordance with Section 8.1, the successor or resulting Person formed by
or resulting upon such consolidation or amalgamation or into which the Company or
such Guarantor, as the case may be, is merged or to which such conveyance, transfer
or lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company or such Guarantor, as the case may be, under this
Indenture with the same effect as if such successor Person had been named as the
Company or such Guarantor, as the case may be, herein, and thereafter, except in the
case of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities and may liquidate and dissolve.
SECTION 1.16.
Supplemental Indentures
.
Section 9.1 of the Indenture is hereby amended by replacing subsection (2) of Section 9.1 with the
following:
(2) to evidence the succession of another Person to a Guarantor and the
assumption by any such successor of the Guarantee of such Guarantor herein and, to
the extent applicable, endorsed upon any Securities; or
SECTION 1.17.
Covenants.
Article Ten of the Indenture is hereby amended by replacing Sections 10.4 and 10.7 with the
following, respectively:
Section 10.4.
Existence
.
Subject to Article Eight, the Company and, if any Securities of a series to
which Article Fourteen has been made applicable are Outstanding, each Guarantor will
do or cause to be done all things necessary to preserve and keep in
-13-
full force and effect its existence, rights (charter and statutory) and
franchises; provided, however, that the Company and, if applicable, the Guarantors
shall not be required to preserve any such right or franchise if the Board of
Directors shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company or such Guarantor, as the case may be.
Section 10.7.
Statement by Officers as to Default
.
Annually, within 150 days after the close of each fiscal year beginning with
the first fiscal year during which one or more series of Securities are Outstanding,
the Company and, if any Securities of a series to which Article Fourteen has been
made applicable are Outstanding, each Guarantor will deliver to the Trustee a brief
certificate (which need not include the statements set forth in Section 1.3) from
the principal executive officer, principal financial officer or principal accounting
officer of the Company and, if applicable, such Guarantor as to his or her knowledge
of the Companys or such Guarantors, as the case may be, compliance (without regard
to any period of grace or requirement of notice provided herein) with all conditions
and covenants under the Indenture and, if the Company or such Guarantor, as the case
may be, shall be in Default, specifying all such Defaults and the nature and status
thereof of which such officer has knowledge.
SECTION 1.18.
Guarantee
.
Article Fourteen of the Indenture is hereby amended by replacing Article Fourteen with the
following:
ARTICLE FOURTEEN
GUARANTEES OF SECURITIES
Section 14.1.
Unconditional Guarantees
.
For value received, each Guarantor hereby fully, irrevocably, unconditionally
and absolutely guarantees to the Holders of Securities of each series to which this
Article Fourteen has been made applicable as provided in Section 3.1(22) and to the
Trustee the due and punctual payment of the principal of, and premium, if any, and
interest on such Securities, and all other amounts due and payable under this
Indenture and such Securities by the Company to the Trustee or such Holders
(including, without limitation, all costs and expenses (including reasonable legal
fees and disbursements) incurred by the Trustee or such Holders in connection with
the enforcement of this Indenture and the Guarantees) (collectively, the Indenture
Obligations), when and as such principal, premium, if any, interest, if any, and
other amounts shall become due and payable, whether at the Stated Maturity, upon
redemption or by declaration of acceleration or otherwise, according to the terms of
such Securities and this Indenture. The guarantees by the Guarantors set forth in
this Article Fourteen are referred to herein as the Guarantees
.
Without limiting
the generality of the
-14-
foregoing, the Guarantors liability shall extend to all amounts that
constitute part of the Indenture Obligations and would be owed by the Company to the
Trustee or such Holders under this Indenture and such Securities but for the fact
that they are unenforceable, reduced, limited, impaired, suspended or not allowable
due to the existence of a bankruptcy, reorganization or similar proceeding involving
the Company.
Failing payment when due of any amount guaranteed pursuant to the Guarantees,
for whatever reason, each Guarantor will be obligated (to the fullest extent
permitted by applicable law) to pay the same immediately to the Trustee, without
set-off or counterclaim or other reduction whatsoever (whether for taxes,
withholding or otherwise). Each Guarantee hereunder is intended to be a general,
unsecured, senior obligation of the applicable Guarantor and will rank
pari passu
in
right of payment with all unsecured indebtedness of such Guarantor that is not, by
its terms, expressly subordinated in right of payment to the Guarantee of such
Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by
applicable law, its obligations hereunder shall be full, irrevocable, unconditional
and absolute, irrespective of the validity, regularity or enforceability of such
Securities, the Guarantees or this Indenture, the absence of any action to enforce
the same, any waiver or consent by any Holder with respect to any provisions hereof
or thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of such Guarantor. Such Guarantor hereby agrees that
in the event of a default in payment of the principal of, or premium, if any, or
interest on such Securities, or any other amounts payable under this Indenture and
such Securities by the Company to the Trustee or the Holders thereof, whether at the
Stated Maturity, upon redemption or by declaration of acceleration or otherwise,
legal proceedings may be instituted by the Trustee on behalf of such Holders or,
subject to Section 5.7 hereof, by such Holders, on the terms and conditions set
forth in this Indenture, directly against such Guarantor to enforce its Guarantee
without first proceeding against the Company or any other Guarantor.
To the fullest extent permitted by applicable law, the obligations of the
Guarantors under this Article Fourteen shall be as aforesaid full, irrevocable,
unconditional and absolute and shall not be impaired, modified, discharged, released
or limited by any occurrence or condition whatsoever, including, without limitation,
(i) any compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations and liabilities of the
Company or any Guarantor contained in any of such Securities or this Indenture, (ii)
any impairment, modification, release or limitation of the liability of the Company,
any Guarantor or any of their estates in bankruptcy, or any remedy for the
enforcement thereof, resulting from the operation of any present or future provision
of any applicable Bankruptcy Law, as amended, or other statute or from the decision
of any court, (iii) the assertion or exercise by the Trustee or any such Holder of
any rights or remedies under any of such Securities or this Indenture or their delay
in or failure to assert or exercise any such rights or
-15-
remedies, (iv) the assignment or the purported assignment of any property as
security for any of such Securities, including all or any part of the rights of the
Company or any Guarantor under this Indenture, (v) the extension of the time for
payment by the Company or any Guarantor of any payments or other sums or any part
thereof owing or payable under any of the terms and provisions of any of such
Securities or this Indenture or of the time for performance by the Company or any
Guarantor of any other obligations under or arising out of any such terms and
provisions or the extension or the renewal of any thereof, (vi) the modification or
amendment (whether material or otherwise) of any duty, agreement or obligation of
the Company or any Guarantor set forth in this Indenture, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities, receivership,
insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment, rehabilitation or relief of, or other
similar proceeding affecting, the Company or any Guarantor or any of their
respective assets, or the disaffirmance of any of such Securities, the Guarantees or
this Indenture in any such proceeding, (viii) the release or discharge of the
Company or any Guarantor from the performance or observance of any agreement,
covenant, term or condition contained in any of such instruments by operation of
law, (ix) the unenforceability of any of such Securities, the Guarantees or this
Indenture, (x) any change in the name, business, capital structure, corporate
existence, or ownership of the Company or any Guarantor, or (xi) any other
circumstance which might otherwise constitute a defense available to, or a legal or
equitable discharge of, a surety or any Guarantor.
To the fullest extent permitted by applicable law, each Guarantor hereby (i)
waives diligence, presentment, demand of payment, notice of acceptance, filing of
claims with a court in the event of the merger, insolvency or bankruptcy of the
Company or any Guarantor, and all demands and notices whatsoever, (ii) acknowledges
that any agreement, instrument or document evidencing the Guarantees may be
transferred and that the benefit of its obligations hereunder shall extend to each
holder of any agreement, instrument or document evidencing the Guarantees without
notice to them and (iii) covenants that its Guarantee will not be discharged except
by complete performance of the Guarantees. To the fullest extent permitted by
applicable law, each Guarantor further agrees that if at any time all or any part of
any payment theretofore applied by any Person to any Guarantee is, or must be,
rescinded or returned for any reason whatsoever, including without limitation, the
insolvency, bankruptcy or reorganization of any Guarantor, such Guarantee shall, to
the extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence notwithstanding such application, and the Guarantees shall
continue to be effective or be reinstated, as the case may be, as though such
application had not been made.
The Guarantors shall be subrogated to all rights of the Holders and the Trustee
against the Company in respect of any amounts paid by the Guarantors pursuant to the
provisions of this Indenture; provided, however
,
that the
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Guarantors shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation with respect to any of such
Securities until all of such Securities and the Guarantees thereof shall have been
indefeasibly paid in full or discharged.
A director, officer, employee or stockholder, as such, of a Guarantor shall not
have any liability for any obligations of such Guarantor under this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation.
To the fullest extent permitted by applicable law, no failure to exercise and
no delay in exercising, on the part of the Trustee or the Holders, any right, power,
privilege or remedy under this Article Fourteen and the Guarantees shall operate as
a waiver thereof, nor shall any single or partial exercise of any rights, power,
privilege or remedy preclude any other or further exercise thereof, or the exercise
of any other rights, powers, privileges or remedies. The rights and remedies herein
provided for are cumulative and not exclusive of any rights or remedies provided in
law or equity. Nothing contained in this Article Fourteen shall limit the right of
the Trustee or the Holders to take any action to accelerate the maturity of such
Securities pursuant to Article Five or to pursue any rights or remedies hereunder or
under applicable law.
Section 14.2.
Execution and Delivery of Notation of Guarantees
.
To further evidence the Guarantees, each Guarantor hereby agrees that a
notation of its Guarantee may be endorsed on each Security of a series to which this
Article Fourteen has been made applicable authenticated and delivered by the Trustee
and executed by either manual or facsimile signature of an officer of such
Guarantor.
Each Guarantor hereby agrees that its Guarantee of Securities of a series to
which this Article Fourteen has been made applicable shall remain in full force and
effect notwithstanding any failure to endorse on any such Security a notation
relating to any Guarantee thereof.
If an officer of a Guarantor whose signature is on this Indenture or a Security
no longer holds that office at the time the Trustee authenticates such Security or
at any time thereafter, such Guarantors Guarantee of such Security shall be valid
nevertheless.
The delivery by the Trustee of any Security of a series to which this Article
Fourteen has been made applicable, after the authentication thereof under this
Indenture, shall constitute due delivery of the Guarantees set forth in this
Indenture on behalf of the applicable Guarantor.
Section 14.3.
Reports by Guarantors
.
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In addition to the certificates delivered to the Trustee pursuant to Section
10.7, the Guarantors shall file with the Trustee and the Commission, and transmit to
Holders of Outstanding Securities of each series to which this Article Fourteen has
been made applicable, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto; provided that any such
information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, shall be
filed with the Trustee within 15 days after the same is so required to be filed with
the Commission.
The receipt by the Trustee of any reports, documents or information pursuant to
this Section 14.3 shall not constitute notice or constructive notice of any
information contained in such reports or documents or determinable from information
contained in such reports or documents.
ARTICLE 2
Miscellaneous Provisions
SECTION 2.01.
General Definitions
.
For all purposes of this Third Supplemental Indenture, capitalized terms used herein without
definition shall have the meanings specified in the Indenture.
SECTION 2.02.
Continued Effect
.
Except as expressly supplemented and amended by this Third Supplemental Indenture, the Indenture
shall continue in full force and effect in accordance with the provisions thereof, and the
Indenture is in all respects hereby ratified and confirmed. This Third Supplemental Indenture and
all of its provisions shall be deemed a part of the Indenture in the manner and to the extent
herein and therein provided.
SECTION 2.03.
Governing Law
.
THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
SECTION 2.04.
Severability
.
In case any provision in this Third Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall, to the
fullest extent permitted by applicable law, not in any way be affected or impaired thereby.
SECTION 2.05.
Counterparts
.
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This instrument 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 but one and the same instrument.
SECTION 2.06.
Successors
.
All agreements of the Company or any Guarantor in this Third Supplemental Indenture shall bind its
successors. All agreements of the Trustee in this Third Supplemental Indenture shall bind its
successors.
SECTION 2.07.
Table of Contents and Headings
.
The table of contents and headings of the Articles and Sections of this Third Supplemental
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions hereof.
SECTION 2.08.
Benefit of Third Supplemental Indenture
.
Nothing in this Third Supplemental Indenture, express or implied, shall give to any Person, other
than the parties hereto, any Security Registrar, any Paying Agent and their successors hereunder,
and the Holders of Securities of any series to which the amendments of the Indenture set forth in
Article 1 hereof have been made applicable, any benefit or any legal or equitable right, remedy or
claim under this Third Supplemental Indenture.
SECTION 2.09.
Acceptance by Trustee
.
The Trustee accepts the amendments to the Indenture effected by this Third Supplemental Indenture
and agrees to execute the trusts created by the Indenture as hereby amended, but only upon the
terms and conditions set forth in this Third Supplemental Indenture and the Indenture. Without
limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness
of the recitals contained herein, which shall be taken as the statements of the Company and the
Guarantors, and, except as provided in the Indenture, the Trustee shall not be
responsible or accountable in any way whatsoever for or with respect to the validity or execution
or sufficiency of this Third Supplemental Indenture, and the Trustee makes no representation with
respect thereto.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed as of the day and year first written above.
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WEATHERFORD INTERNATIONAL LTD.,
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a Bermuda exempted company
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By:
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/s/ Burt M. Martin
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Name: Burt M. Martin
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Title: Senior Vice President
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WEATHERFORD INTERNATIONAL, INC.,
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a Delaware corporation
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By:
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/s/ Burt M. Martin
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Name: Burt M. Martin
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Title: Senior Vice President
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WEATHERFORD INTERNATIONAL LTD.,
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a Swiss corporation
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By:
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/s/ Burt M. Martin
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Name: Burt M. Martin
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Title: Senior Vice President
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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
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By:
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DEUTSCHE BANK NATIONAL
TRUST COMPANY
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By:
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/s/ Irina Golovashchuk
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Name: Irina Golovashchuk
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Title: Assistant Vice President
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By:
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/s/ David Contino
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Name: David Contino
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Title: Vice President
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-20-
EXHIBIT 4.3
SECOND SUPPLEMENTAL INDENTURE
among
WEATHERFORD INTERNATIONAL, INC.,
a Delaware corporation,
WEATHERFORD INTERNATIONAL LTD.,
a Bermuda exempted company,
WEATHERFORD INTERNATIONAL LTD.,
a Swiss corporation,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
Dated as of
February 26, 2009
to Indenture dated as of June 18, 2007
TABLE OF CONTENTS
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ARTICLE 1
Amendments to the Indenture
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2
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SECTION 1.01.
Definitions
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2
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SECTION 1.02.
Certain References to the Guarantor
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3
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SECTION 1.03.
Additional References to the Guarantor
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3
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SECTION 1.04.
Certain References Regarding Weatherford Bermuda
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3
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SECTION 1.05.
Certain References to the Guarantee
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3
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SECTION 1.06.
Compliance Certificates and Opinions
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4
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SECTION 1.07.
Form of Documents Delivered to Trustee
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4
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SECTION 1.08.
Notices
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4
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SECTION 1.09.
Governing Law
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5
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SECTION 1.10.
Incorporators, Shareholders, Officers and
Directors of the Company and Guarantor Exempt from Individual
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Liability
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SECTION 1.11.
Forms Generally
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6
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SECTION 1.12.
Form of Reverse of Security
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6
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SECTION 1.13.
The Securities
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9
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SECTION 1.14.
Events of Default
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9
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SECTION 1.15.
Trustee Matters
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9
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SECTION 1.16.
Reports by the Guarantors and the Company
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12
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SECTION 1.17.
Consolidation, Amalgamation, Merger and Sale
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13
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SECTION 1.18.
Supplemental Indentures
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14
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SECTION 1.19.
Covenants
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14
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SECTION 1.20.
Guarantee
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15
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ARTICLE 2
Miscellaneous Provisions
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19
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SECTION 2.01.
General Definitions
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19
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SECTION 2.02.
Continued Effect
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SECTION 2.03.
Governing Law
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SECTION 2.04.
Severability
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SECTION 2.05.
Counterparts
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SECTION 2.06.
Successors
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SECTION 2.07.
Table of Contents and Headings
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SECTION 2.08.
Benefit of Second Supplemental Indenture
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SECTION 2.09.
Acceptance by Trustee
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-i-
This SECOND SUPPLEMENTAL INDENTURE, dated as of February 26, 2009, among Weatherford
International, Inc., a Delaware corporation (the
Company
), Weatherford International Ltd., a
Bermuda exempted company (
Weatherford Bermuda
), Weatherford International Ltd., a Swiss
corporation (
Weatherford Switzerland
), and Deutsche Bank Trust Company Americas, as trustee (the
Trustee
).
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated
as of June 18, 2007, as supplemented by the First Supplemental Indenture thereto, dated as of June
18, 2007 (the
First Supplemental Indenture
, and such indenture as so supplemented, the
Indenture
), providing for the issuance from time to time of one or more series of the Companys
Securities; and
WHEREAS, the Company, in accordance with the First Supplemental Indenture, previously issued
$600 million aggregate original principal amount of its 5.95% Senior Notes due 2012 (the
2012
Notes
), $600 million aggregate original principal amount of its 6.35% Senior Notes due 2017 (the
2017 Notes
) and $300 million aggregate original principal amount of its 6.80% Senior Notes due
2037 (the
2037 Notes
and collectively with the 2012 Notes and the 2017 Notes, the
Notes
), which
Notes remain Outstanding as of the date hereof; and
WHEREAS, Weatherford Bermuda has, in accordance with the Indenture, previously provided a
guarantee of the Notes; and
WHEREAS, pursuant to a share exchange transaction effected by a scheme of arrangement, in
connection with a share exchange agreement, between Weatherford Bermuda and Weatherford
Switzerland, pursuant to which each holder of common shares of Weatherford Bermuda issued and
outstanding immediately before the transaction transferred such common shares to Weatherford
Switzerland solely in exchange for (through a nominee acting on behalf and for the account of the
shareholders) the same number of shares of Weatherford Switzerland (the
Redomestication
), the
Company, contemporaneously with the effectiveness of this Second Supplemental Indenture, has become
an indirect, wholly-owned subsidiary of Weatherford Switzerland, and Weatherford Bermuda has become
a direct, wholly-owned subsidiary of Weatherford Switzerland; and
WHEREAS, in connection with such Redomestication, Weatherford Switzerland has determined that
it will be in the best interests of and beneficial to Weatherford Switzerland to enter into this
Second Supplemental Indenture for the purposes of providing a guarantee of the Notes in accordance
with the terms of this Second Supplemental Indenture; and
WHEREAS, Section 9.1(3) of the Indenture permits the execution of supplemental indentures
without the consent of any Holders to add to the covenants of the Company for the benefit of all or
any series of Securities; and
WHEREAS, Section 9.1(6) of the Indenture permits the execution of supplemental indentures
without the consent of any Holders to change or eliminate any of the provisions of the Indenture;
provided, that any such change or elimination shall become effective only when there
is no Security Outstanding of any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision; and
WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this Second
Supplemental Indenture to supplement and amend the Indenture in certain respects; and
WHEREAS, all things necessary have been done to make this Second Supplemental Indenture a
valid agreement of the Company, Weatherford Bermuda and Weatherford Switzerland, in accordance with
its terms.
NOW THEREFORE:
In consideration of the premises provided for herein, the Company, Weatherford Bermuda,
Weatherford Switzerland and the Trustee mutually covenant and agree as follows:
ARTICLE 1
Amendments to the Indenture
SECTION 1.01.
Definitions
.
Section 1.1 of the Indenture is hereby amended by (a) replacing the words the Guarantor each time
said words appear in the defined terms Board of Directors, Board Resolution, Opinion of
Counsel, Outstanding and Vice President with the words a Guarantor, (b) adding the
definitions of Weatherford Bermuda and Weatherford Switzerland as indicated below, and (c)
replacing the definitions of Bankruptcy Law, Company Request or Company Order, Guarantee,
Guarantor and Officers Certificate with the following, respectively:
Bankruptcy Law means any applicable Federal, State, Bermuda or Swiss
bankruptcy, insolvency, reorganization or other similar law.
Company Request or Company Order means, in the case of the Company, a
written request or order signed in the name of the Company by its Chairman of the
Board, its Chief Executive Officer, its President, any of its Vice Presidents or any
other duly authorized officer of the Company or any person duly authorized by any of
them, and delivered to the Trustee and, in the case of a Guarantor, a written
request or order signed in the name of such Guarantor by its Chairman of the Board,
its Chief Executive Officer, its President, any of its Vice Presidents or any other
duly authorized officer of such Guarantor or any person duly authorized by any of
them, and delivered to the Trustee.
Guarantees has the meaning specified in Section 14.1.
Guarantors shall mean Weatherford Bermuda, until a successor Person shall
have become such pursuant to the applicable provisions of this Indenture (and
thereafter shall mean such successor Person), and Weatherford Switzerland,
until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture (and thereafter shall mean such successor Person),
-2-
and Guarantor shall mean either (i) Weatherford Bermuda or its successor
Person, or (ii) Weatherford Switzerland or its successor Person.
Officers Certificate means, in the case of the Company, a certificate
signed by the Chairman of the Board, the Chief Executive Officer, the President, any
Vice President or any other duly authorized officer of the Company, or a person duly
authorized by any of them, and delivered to the Trustee and, in the case of a
Guarantor, a certificate signed by the Chairman of the Board, the Chief Executive
Officer, the President, any Vice President or any other duly authorized officer of
such Guarantor, or a person duly authorized by any of them, and delivered to the
Trustee.
Weatherford Bermuda means Weatherford International Ltd., a Bermuda exempted
company.
Weatherford Switzerland means Weatherford International Ltd., a Swiss
corporation.
SECTION 1.02.
Certain References to
"
the Guarantor
.
Sections 1.2, 1.5, 3.1, 5.2, 5.3, 5.4, 6.3 and 6.6, subsections (1) and (2) of Section 1.6,
subsection (c) of Section 3.3, subsections (4) and (5) of Section 5.1 and the fourth paragraph of
Section 6.14 of the Indenture are each hereby amended by replacing the words the Guarantor each
time said words appear therein with the words a Guarantor.
SECTION 1.03.
Additional References to
"
the Guarantor
.
Sections 1.10, 1.16, 3.5, 3.6, 3.8, 5.9, 5.15, 6.4, 7.2, 9.2, 10.3, 10.8, 13.2 and 13.3, the third
paragraph of Section 6.14, subsection (3) of Section 9.1 and the first and last paragraphs of
Section 9.1 of the Indenture are each hereby amended by replacing the words the Guarantor each
time said words appear therein with the words the Guarantors.
SECTION 1.04.
Certain References Regarding Weatherford Bermuda
Sections 10.5 and 10.6 of the Indenture and the definitions of Consolidated Net Worth, Permitted
Liens, Sale-Leaseback Transaction and Subsidiary in Section 1.1 of the Indenture are each
hereby amended by replacing the words the Guarantor each time said words appear therein with the
words Weatherford Bermuda.
SECTION 1.05.
Certain References to
the Guarantee
.
Sections 1.11, 1.12, 1.14, 3.1, 3.5, 3.6, 5.4 and 5.7 of the Indenture are each hereby amended by
replacing the words the Guarantee each time said words appear therein with the words the
Guarantees.
-3-
SECTION 1.06.
Compliance Certificates and Opinions
.
Section 1.3 of the Indenture is hereby amended by replacing the first paragraph thereof with the
following:
Upon any application or request by the Company or a Guarantor to the Trustee
to take any action under any provision of this Indenture, the Company or such
Guarantor, as the case may be, shall furnish to the Trustee an Officers Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if any,
have been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished except as required under Section
314(c) of the Trust Indenture Act.
SECTION 1.07.
Form of Documents Delivered to Trustee
.
Section 1.4 of the Indenture is hereby amended by replacing the second paragraph thereof with the
following:
Any certificate or opinion of an officer of the Company or a Guarantor may be
based, insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows or, in the exercise of
reasonable care, should know that the certificate or opinion or representations with
respect to the matters upon which his certificate or opinion is based are erroneous.
Any such certificate or opinion of counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an officer
or officers of the Company or such Guarantor, as the case may be, stating that the
information with respect to such factual matters is in the possession of the Company
or such Guarantor, as the case may be, unless such counsel knows that the
certificate or opinion or representations with respect to such matters are
erroneous.
SECTION 1.08.
Notices
.
Section 1.6 of the Indenture is hereby amended by replacing subsection (3) thereof with the
following:
(3) a Guarantor by the Company, the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to such Guarantor addressed
to it at: Weatherford International Ltd., 515 Post Oak Blvd., Houston, Texas 77027,
to the attention of its Corporate Secretary, or at any other address previously
furnished in writing to the Trustee by such Guarantor.
-4-
SECTION 1.09.
Governing Law
.
Section 1.13 of the Indenture is hereby amended by replacing such Section 1.13 with the following:
THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
To the fullest extent permitted by applicable law, each of the Company and the
Guarantors hereby irrevocably submits to the jurisdiction of any Federal or state
court located in the Borough of Manhattan in The City of New York, New York in any
suit, action or proceeding based on or arising out of or relating to this Indenture
or any Securities and irrevocably agrees that all claims in respect of such suit or
proceeding may be determined in any such court. Each of the Company and the
Guarantors irrevocably waives, to the fullest extent permitted by law, any objection
which it may have to the laying of the venue of any such suit, action or proceeding
brought in an inconvenient forum. Each of the Company and the Guarantors agrees that
final judgment in any such suit, action or proceeding brought in such a court shall
be conclusive and binding and may be enforced in the courts of Bermuda (or any other
courts of any other jurisdiction to which either of them is subject) by a suit upon
such judgment, provided that service of process is effected upon the Company. Each
of the Company and the Guarantors hereby irrevocably designates and appoints CT
Corporation Systems, New York, New York (the Process Agent) as its authorized
agent for purposes of this Section 1.13, it being understood that the designation
and appointment of the Process Agent as such authorized agent shall become effective
immediately without any further action on the part of the Company or such Guarantor,
as the case may be. Each of the Company and the Guarantors further agrees that,
unless otherwise required by law, service of process upon the Process Agent and
written notice of said service to the Company or a Guarantor, as the case may be,
mailed by prepaid registered first class mail or delivered to the Process Agent at
its principal office, shall be deemed in every respect effective service of process
upon the Company or such Guarantor, as the case may be, in any such suit or
proceeding. Each of the Company and the Guarantors further agrees to take any and
all action, including the execution and filing of any and all such documents and
instruments as may be necessary, to continue such designation and appointment of the
Process Agent in full force and effect so long as the Company or such Guarantor, as
the case may be, has any outstanding obligations under this Indenture. To the extent
the Company or a Guarantor, as the case may be, has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution,
executor or otherwise) with respect to itself or its property, each of the Company
and such Guarantor hereby irrevocably waives such immunity in respect of its
obligations under this Indenture to the extent permitted by law.
-5-
SECTION 1.10.
Incorporators, Shareholders, Officers and Directors of the Company and Guarantor
Exempt from Individual Liability
.
Section 1.18 of the Indenture is hereby amended by (a) replacing the words the Guarantee each
time said words appear therein with any Guarantee and (b) replacing the words the Guarantor
each time said words appear therein with the words any Guarantor.
SECTION 1.11.
Forms Generally
.
The first paragraph of Section 2.1 of the Indenture is hereby amended by replacing such paragraph
with the following:
The Securities of each series and, if applicable, the notation thereon
relating to the Guarantees, shall be in substantially the form set forth in this
Article Two, or in such other form or forms as shall be established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities and,
if applicable, such Guarantees, as evidenced by their execution thereof.
SECTION 1.12.
Form of Reverse of Security
.
The first, second, eleventh, seventeenth, eighteenth, nineteenth, twenty-first and twenty-second
paragraphs of Section 2.3 of the Indenture are hereby amended by replacing such paragraphs with the
following, respectively:
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 June 18, 2007 (herein called the Indenture),
between the Company, Weatherford International Ltd. 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
Guarantors, 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
-6-
provided or permitted. This Security is one of the series designated on the face
hereof [, limited in aggregate principal amount to
$. . . . . . . . . . ].
This Security is the general, unsecured, senior obligation of the Company [
if
applicable, insert
and is guaranteed pursuant to a guarantee (the Guarantee) by
each of Weatherford International Ltd., a Bermuda exempted company (Weatherford
Bermuda) and Weatherford International Ltd., a Swiss corporation (Weatherford
Switzerland and collectively with Weatherford Bermuda, the Guarantors). The
Guarantees are the general, unsecured, senior obligation of the Guarantors.]
The Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company [
If
applicable, insert
and the Guarantors] and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company [
If applicable, insert
and the Guarantors] 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 [
If applicable,
insert
and the Guarantors] 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.
Prior to due presentment of this Security for registration of transfer, the
Company, [
If applicable, insert
the Guarantors,] the Trustee and any agent of the
Company [
If applicable, insert
, the Guarantors] 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, [
If
applicable, insert
the Guarantors,] 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, [
If applicable, insert
, or any
Guarantee endorsed thereon,] or for any claim based thereon or otherwise in respect
thereof, or in any Security [
If applicable, insert
or in any 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 [
If applicable, insert
or any Guarantor] or of
any successor Person, either directly or through the Company [
If applicable,
insert
or any 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
-7-
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 [
If applicable, insert
and the Guarantors]
(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 [
If
applicable, insert
or a 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.
[
If a Definitive Security, insert
as
a separate page
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please Print or Typewrite Name and Address of Assignee)
the within instrument of WEATHERFORD INTERNATIONAL, INC., a Delaware corporation,
and does hereby irrevocably constitute and appoint
Attorney to
transfer said instrument on the books of the within-named Company, with full power
of substitution in the premises.
Please Insert Social Security or Other Identifying Number of Assignee:
NOTICE: The signature to this assignment must correspond with the name as written
upon the face of the within instrument in every particular, without alteration or
enlargement or any change whatever.]
[
If a Security to which Article Fourteen has been made applicable, insert the
following Form of Notation on such Security relating to the Guarantee
Each 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.
-8-
The obligations of the Guarantors to the Holders of Securities and to the Trustee
pursuant to the Guarantees and the Indenture are expressly set forth in Article
Fourteen of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Guarantees.
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Guarantors:
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WEATHERFORD INTERNATIONAL LTD.,
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a Bermuda exempted company
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By:
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WEATHERFORD INTERNATIONAL LTD.,
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a Swiss corporation
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By:
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SECTION 1.13.
The Securities
.
Article Three of the Indenture is hereby amended by (a) replacing the words the Guarantor
appearing in the first paragraph of Section 3.3 with the words the applicable Guarantor and (b)
replacing the second paragraph of Section 3.3 with the following:
Securities and any Guarantee bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company or a Guarantor,
as the case may be, shall bind the Company or such Guarantor, as the case may be,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not hold
such offices at the date of such Securities.
SECTION 1.14.
Events of Default.
Section 5.1 of the Indenture is hereby amended by replacing the words the Guarantor appearing in
subsection (3) thereof with the words any Guarantor.
SECTION 1.15.
Trustee Matters
.
Article Six of the Indenture is hereby amended by replacing Sections 6.5, 6.11 and 6.13 with the
following, respectively:
Section 6.5.
May Hold Securities
.
The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or, if applicable, any Guarantor, in
-9-
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act and
Sections 6.8, 6.9 and 6.13, may otherwise deal with the Company or, if applicable,
such Guarantor with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.
Section 6.11.
Acceptance of Appointment by Successor
.
(a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company, the
Guarantors (if applicable) and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the
retiring Trustee; but, on the request of the Company or, if
applicable, a Guarantor or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.
(b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series,
the Company, the Guarantors (if applicable), the retiring Trustee
and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor
Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or
those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to
or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such
-10-
Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered
by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company, a
Guarantor (if applicable) or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.
(c) Upon request of any such successor Trustee, the Company
and, if applicable, the Guarantors shall execute any and all
instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may
be.
(d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article and the Trust Indenture
Act.
Section 6.13.
Preferential Collection of Claims Against Company
.
Reference is made to Section 311 of the Trust Indenture Act. For purposes of
Section 311(b) of the Trust Indenture Act,
(1) the term cash transaction means any transaction in which full
payment for goods or securities sold is made within seven days after
delivery of the goods or securities in currency or in checks or other orders
drawn upon banks or bankers and payable upon demand; and
(2) the term self-liquidating paper means any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or
incurred by the Company or, if applicable, a Guarantor for the purpose of
financing the purchase, processing, manufacturing, shipment, storage or sale
of goods, wares or merchandise and which is secured by documents evidencing
title to, possession of, or a lien upon, the goods, wares or merchandise or
the receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the security is
received by the Trustee simultaneously with the creation of
-11-
the creditor relationship with the Company or, if applicable, such
Guarantor arising from the making, drawing, negotiating or incurring of the
draft, bill of exchange, acceptance or obligation.
SECTION 1.16.
Reports by the Guarantors and the Company
.
Section 7.4 of the Indenture is hereby amended by replacing such Section 7.4 with the following:
Section 7.4.
Reports by the Guarantors and the Company
.
Each Guarantor and the Company shall:
(a) file with the Trustee, within 15 days after such Guarantor
or the Company, as applicable, is required to file the same with the
Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and
regulations prescribe) which such Guarantor or the Company, as
applicable, may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if such
Guarantor or the Company, as applicable, is not required to file
information, documents or reports pursuant to either of said
Sections, then it shall file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time
by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and
registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;
(b) file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with
respect to compliance by the Guarantors and the Company with the
conditions and covenants of this Indenture as may be required from
time to time by such rules and regulations; and
(c) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, within 30 days after the
filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Guarantors and the
Company pursuant to clauses (a) and (b) of this Section as may be
required by rules and regulations prescribed from time to time by
the Commission.
-12-
The receipt by the Trustee of any reports, documents or information pursuant to
(a) and (b) of this Section 7.4 shall not constitute notice or constructive notice
of any information contained in such reports or documents or determinable from
information contained in such reports or documents, including a Guarantors and the
Companys compliance with any covenants hereunder (as to which the Trustee is
entitled to rely exclusively on a certificate pursuant to Section 10.7 hereof).
SECTION 1.17.
Consolidation, Amalgamation, Merger and Sale
.
Article Eight of the Indenture is hereby amended by replacing Article Eight with the following:
ARTICLE EIGHT
CONSOLIDATION, AMALGAMATION, MERGER AND SALE
Section 8.1.
Company May Consolidate, Etc., Only on Certain Terms
.
The Company and, if any Securities of a series to which Article Fourteen has
been made applicable are Outstanding, each Guarantor shall not consolidate or
amalgamate with or merge into any other Person or convey, transfer or lease its
properties and assets as, or substantially as, an entirety to any Person unless:
(1) the Person formed by such consolidation or amalgamation or into
which the Company or such Guarantor, as the case may be, is merged or the
Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Company or such Guarantor, as the case may be,
as, or substantially as, an entirety shall be a corporation and shall
expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest on all the
Securities and the performance or observance of every other covenant of this
Indenture on the part of the Company or such Guarantor, as the case may be,
to be performed or observed and shall have expressly provided for conversion
rights in respect of any series of Outstanding Securities with conversion
rights;
(2) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing; and
(3) the Company or such Guarantor, as the case may be, has delivered to
the Trustee an Officers Certificate and an Opinion of Counsel, each stating
that such consolidation, amalgamation, merger, conveyance, sale, transfer or
lease and such supplemental indenture, if any, comply with this Article
Eight and that all conditions precedent herein provided for relating to such
transaction have been complied with.
-13-
Section 8.2.
Successor Substituted
.
Upon any consolidation or amalgamation of the Company or a Guarantor, as the
case may be, with or merger of the Company or a Guarantor, as the case may be, into,
any other Person or any conveyance, transfer or lease of the properties and assets
of the Company or a Guarantor, as the case may be, as, or substantially as, an
entirety in accordance with Section 8.1, the successor or resulting Person formed by
or resulting upon such consolidation or amalgamation or into which the Company or
such Guarantor, as the case may be, is merged or to which such conveyance, transfer
or lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company or such Guarantor, as the case may be, under this
Indenture with the same effect as if such successor Person had been named as the
Company or such Guarantor, as the case may be, herein, and thereafter, except in the
case of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities and may liquidate and dissolve.
SECTION 1.18.
Supplemental Indentures
.
Section 9.1 of the Indenture is hereby amended by replacing subsection (2) of Section 9.1 with the
following:
(2) to evidence the succession of another Person to a Guarantor and the
assumption by any such successor of the Guarantee of such Guarantor herein and, to
the extent applicable, endorsed upon any Securities; or
SECTION 1.19.
Covenants.
Article Ten of the Indenture is hereby amended by replacing Sections 10.4 and 10.7 with the
following, respectively:
Section 10.4.
Existence
.
Subject to Article Eight, the Company and, if any Securities of a series to
which Article Fourteen has been made applicable are Outstanding, each Guarantor will
do or cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and franchises; provided,
however, that the Company and, if applicable, the Guarantors shall not be required
to preserve any such right or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the business
of the Company or such Guarantor, as the case may be.
Section 10.7.
Statement by Officers as to Default
.
Annually, within 150 days after the close of each fiscal year beginning with
the first fiscal year during which one or more series of Securities are Outstanding,
the Company and, if any Securities of a series to which Article Fourteen has been
made applicable are Outstanding, each Guarantor will deliver
-14-
to the Trustee a brief certificate (which need not include the statements set
forth in Section 1.3) from the principal executive officer, principal financial
officer or principal accounting officer of the Company and, if applicable, such
Guarantor as to his or her knowledge of the Companys or such Guarantors, as the
case may be, compliance (without regard to any period of grace or requirement of
notice provided herein) with all conditions and covenants under the Indenture and,
if the Company or such Guarantor, as the case may be, shall be in Default,
specifying all such Defaults and the nature and status thereof of which such officer
has knowledge.
SECTION 1.20.
Guarantee
.
Article Fourteen of the Indenture is hereby amended by replacing Article Fourteen with the
following:
ARTICLE FOURTEEN
GUARANTEES OF SECURITIES
Section 14.1.
Unconditional Guarantees
.
For value received, each Guarantor hereby fully, irrevocably, unconditionally
and absolutely guarantees to the Holders of Securities of each series to which this
Article Fourteen has been made applicable as provided in Section 3.1(22) and to the
Trustee the due and punctual payment of the principal of, and premium, if any, and
interest on such Securities, and all other amounts due and payable under this
Indenture and such Securities by the Company to the Trustee or such Holders
(including, without limitation, all costs and expenses (including reasonable legal
fees and disbursements) incurred by the Trustee or such Holders in connection with
the enforcement of this Indenture and the Guarantees) (collectively, the Indenture
Obligations), when and as such principal, premium, if any, interest, if any, and
other amounts shall become due and payable, whether at the Stated Maturity, upon
redemption or by declaration of acceleration or otherwise, according to the terms of
such Securities and this Indenture. The guarantees by the Guarantors set forth in
this Article Fourteen are referred to herein as the Guarantees"
.
Without limiting
the generality of the foregoing, the Guarantors liability shall extend to all
amounts that constitute part of the Indenture Obligations and would be owed by the
Company to the Trustee or such Holders under this Indenture and such Securities but
for the fact that they are unenforceable, reduced, limited, impaired, suspended or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.
Failing payment when due of any amount guaranteed pursuant to the Guarantees,
for whatever reason, each Guarantor will be obligated (to the fullest extent
permitted by applicable law) to pay the same immediately to the Trustee, without
set-off or counterclaim or other reduction whatsoever (whether for taxes,
withholding or otherwise). Each Guarantee hereunder is intended to be a general,
-15-
unsecured, senior obligation of the applicable Guarantor and will rank
pari
passu
in right of payment with all unsecured indebtedness of such Guarantor that is
not, by its terms, expressly subordinated in right of payment to the Guarantee of
such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted
by applicable law, its obligations hereunder shall be full, irrevocable,
unconditional and absolute, irrespective of the validity, regularity or
enforceability of such Securities, the Guarantees or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder with respect to
any provisions hereof or thereof, the recovery of any judgment against the Company,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of such Guarantor. Such
Guarantor hereby agrees that in the event of a default in payment of the principal
of, or premium, if any, or interest on such Securities, or any other amounts payable
under this Indenture and such Securities by the Company to the Trustee or the
Holders thereof, whether at the Stated Maturity, upon redemption or by declaration
of acceleration or otherwise, legal proceedings may be instituted by the Trustee on
behalf of such Holders or, subject to Section 5.7 hereof, by such Holders, on the
terms and conditions set forth in this Indenture, directly against such Guarantor to
enforce its Guarantee without first proceeding against the Company or any other
Guarantor.
To the fullest extent permitted by applicable law, the obligations of the
Guarantors under this Article Fourteen shall be as aforesaid full, irrevocable,
unconditional and absolute and shall not be impaired, modified, discharged, released
or limited by any occurrence or condition whatsoever, including, without limitation,
(i) any compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations and liabilities of the
Company or any Guarantor contained in any of such Securities or this Indenture, (ii)
any impairment, modification, release or limitation of the liability of the Company,
any Guarantor or any of their estates in bankruptcy, or any remedy for the
enforcement thereof, resulting from the operation of any present or future provision
of any applicable Bankruptcy Law, as amended, or other statute or from the decision
of any court, (iii) the assertion or exercise by the Trustee or any such Holder of
any rights or remedies under any of such Securities or this Indenture or their delay
in or failure to assert or exercise any such rights or remedies, (iv) the assignment
or the purported assignment of any property as security for any of such Securities,
including all or any part of the rights of the Company or any Guarantor under this
Indenture, (v) the extension of the time for payment by the Company or any Guarantor
of any payments or other sums or any part thereof owing or payable under any of the
terms and provisions of any of such Securities or this Indenture or of the time for
performance by the Company or any Guarantor of any other obligations under or
arising out of any such terms and provisions or the extension or the renewal of any
thereof, (vi) the modification or amendment (whether material or otherwise) of any
duty, agreement or obligation of the Company or any Guarantor set forth in this
Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all of the assets, marshaling of assets
and
-16-
liabilities, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment,
rehabilitation or relief of, or other similar proceeding affecting, the Company or
any Guarantor or any of their respective assets, or the disaffirmance of any of such
Securities, the Guarantees or this Indenture in any such proceeding, (viii) the
release or discharge of the Company or any Guarantor from the performance or
observance of any agreement, covenant, term or condition contained in any of such
instruments by operation of law, (ix) the unenforceability of any of such
Securities, the Guarantees or this Indenture, (x) any change in the name, business,
capital structure, corporate existence, or ownership of the Company or any
Guarantor, or (xi) any other circumstance which might otherwise constitute a defense
available to, or a legal or equitable discharge of, a surety or any Guarantor.
To the fullest extent permitted by applicable law, each Guarantor hereby (i)
waives diligence, presentment, demand of payment, notice of acceptance, filing of
claims with a court in the event of the merger, amalgamation, insolvency, winding up
or bankruptcy of the Company or any Guarantor, and all demands and notices
whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing
the Guarantees may be transferred and that the benefit of its obligations hereunder
shall extend to each holder of any agreement, instrument or document evidencing the
Guarantees without notice to them and (iii) covenants that its Guarantee will not be
discharged except by complete performance of the Guarantees. To the fullest extent
permitted by applicable law, each Guarantor further agrees that if at any time all
or any part of any payment theretofore applied by any Person to any Guarantee is, or
must be, rescinded or returned for any reason whatsoever, including without
limitation, the insolvency, bankruptcy or reorganization of any Guarantor, such
Guarantee shall, to the extent that such payment is or must be rescinded or
returned, be deemed to have continued in existence notwithstanding such application,
and the Guarantees shall continue to be effective or be reinstated, as the case may
be, as though such application had not been made.
The Guarantors shall be subrogated to all rights of the Holders and the Trustee
against the Company in respect of any amounts paid by the Guarantors pursuant to the
provisions of this Indenture; provided, however
,
that the Guarantors shall not be
entitled to enforce or to receive any payments arising out of, or based upon, such
right of subrogation with respect to any of such Securities until all of such
Securities and the Guarantees thereof shall have been indefeasibly paid in full or
discharged.
A director, officer, employee or shareholder, as such, of a Guarantor shall not
have any liability for any obligations of such Guarantor under this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation.
-17-
To the fullest extent permitted by applicable law, no failure to exercise and
no delay in exercising, on the part of the Trustee or the Holders, any right, power,
privilege or remedy under this Article Fourteen and the Guarantees shall operate as
a waiver thereof, nor shall any single or partial exercise of any rights, power,
privilege or remedy preclude any other or further exercise thereof, or the exercise
of any other rights, powers, privileges or remedies. The rights and remedies herein
provided for are cumulative and not exclusive of any rights or remedies provided in
law or equity. Nothing contained in this Article Fourteen shall limit the right of
the Trustee or the Holders to take any action to accelerate the maturity of such
Securities pursuant to Article Five or to pursue any rights or remedies hereunder or
under applicable law.
Section 14.2.
Execution and Delivery of Notation of Guarantees
.
To further evidence the Guarantees, each Guarantor hereby agrees that a
notation of its Guarantee may be endorsed on each Security of a series to which this
Article Fourteen has been made applicable authenticated and delivered by the Trustee
and executed by either manual or facsimile signature of an officer of such
Guarantor.
Each Guarantor hereby agrees that its Guarantee of Securities of a series to
which this Article Fourteen has been made applicable shall remain in full force and
effect notwithstanding any failure to endorse on any such Security a notation
relating to any Guarantee thereof.
If an officer of a Guarantor whose signature is on this Indenture or a Security
no longer holds that office at the time the Trustee authenticates such Security or
at any time thereafter, such Guarantors Guarantee of such Security shall be valid
nevertheless.
The delivery by the Trustee of any Security of a series to which this Article
Fourteen has been made applicable, after the authentication thereof under this
Indenture, shall constitute due delivery of the Guarantees set forth in this
Indenture on behalf of the applicable Guarantor.
Section 14.3.
Reports by Guarantors
.
In addition to the certificates delivered to the Trustee pursuant to Section
10.7, the Guarantors shall file with the Trustee and the Commission, and transmit to
Holders of Outstanding Securities of each series to which this Article Fourteen has
been made applicable, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto; provided that any such
information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15
days after the same is so required to be filed with the Commission.
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The receipt by the Trustee of any reports, documents or information pursuant to
this Section 14.3 shall not constitute notice or constructive notice of any
information contained in such reports or documents or determinable from information
contained in such reports or documents.
ARTICLE 2
Miscellaneous Provisions
SECTION 2.01.
General Definitions
.
For all purposes of this Second Supplemental Indenture, capitalized terms used herein without
definition shall have the meanings specified in the Indenture.
SECTION 2.02.
Continued Effect
.
Except as expressly supplemented and amended by this Second Supplemental Indenture, the Indenture
shall continue in full force and effect in accordance with the provisions thereof, and the
Indenture is in all respects hereby ratified and confirmed. This Second Supplemental Indenture and
all of its provisions shall be deemed a part of the Indenture in the manner and to the extent
herein and therein provided.
SECTION 2.03.
Governing Law
.
THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
SECTION 2.04.
Severability
.
In case any provision in this Second Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall, to the
fullest extent permitted by applicable law, not in any way be affected or impaired thereby.
SECTION 2.05.
Counterparts
.
This instrument 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 but one and the same instrument.
SECTION 2.06.
Successors
.
All agreements of the Company or any Guarantor in this Second Supplemental Indenture shall bind its
successors. All agreements of the Trustee in this Second Supplemental Indenture shall bind its
successors.
-19-
SECTION 2.07.
Table of Contents and Headings
The table of contents and headings of the Articles and Sections of this Second Supplemental
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions hereof.
SECTION 2.08.
Benefit of Second Supplemental Indenture
.
Nothing in this Second Supplemental Indenture, express or implied, shall give to any Person, other
than the parties hereto, any Security Registrar, any Paying Agent and their successors hereunder,
and the Holders of Securities of any series to which the amendments of the Indenture set forth in
Article 1 hereof have been made applicable, any benefit or any legal or equitable right, remedy or
claim under this Second Supplemental Indenture.
SECTION 2.09.
Acceptance by Trustee
.
The Trustee accepts the amendments to the Indenture effected by this Second Supplemental Indenture
and agrees to execute the trusts created by the Indenture as hereby amended, but only upon the
terms and conditions set forth in this Second Supplemental Indenture and the Indenture. Without
limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness
of the recitals contained herein, which shall be taken as the statements of the Company and the
Guarantors, and, except as provided in the Indenture, the Trustee shall not be responsible or
accountable in any way whatsoever for or with respect to the validity or execution or sufficiency
of this Second Supplemental Indenture, and the Trustee makes no representation with respect
thereto.
[SIGNATURE PAGE FOLLOWS]
-20-
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the day and year first written above.
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WEATHERFORD INTERNATIONAL, INC.,
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a Delaware corporation
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By:
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/s/ Burt M. Martin
Name: Burt M. Martin
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Title: Senior Vice President
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WEATHERFORD INTERNATIONAL LTD.,
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a Bermuda exempted company
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By:
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/s/ Burt M. Martin
Name: Burt M. Martin
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Title: Senior Vice President
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WEATHERFORD INTERNATIONAL LTD.,
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a Swiss corporation
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By:
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/s/ Burt M. Martin
Name: Burt M. Martin
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Title: Senior Vice President
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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
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By:
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DEUTSCHE BANK NATIONAL
TRUST COMPANY
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By:
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/s/ Irina Golovashchuk
Name: Irina Golovashchuk
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Title: Assistant Vice President
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By:
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/s/ David Contino
Name: David Contino
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Title: Vice President
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Exhibit
10.2
ASSUMPTION AND GENERAL AMENDMENT AGREEMENT
This Assumption and General Amendment Agreement (this
Agreement
) is made as of
February 25, 2009, by and between Weatherford International Ltd., an exempted company incorporated
with limited liability under the laws of Bermuda (
Weatherford Bermuda
), and Weatherford
International Ltd., a joint stock company registered in Switzerland, canton of Zug
(
Weatherford Switzerland
).
RECITALS
WHEREAS
, the boards of directors of Weatherford Bermuda and Weatherford Switzerland have
previously approved a series of transactions to be effected pursuant to a share exchange agreement
(the
Exchange Agreement
) and by way of a scheme of arrangement in accordance with the
laws of Bermuda and Switzerland, pursuant to which Weatherford Switzerland will become the parent
holding company of Weatherford Bermuda as a result of the remittance of Weatherford Switzerlands
registered shares (
Registered Shares
) in exchange for Weatherford Bermuda common shares
(
Common Shares
) (such transactions are collectively referred to as the
Redomestication
);
WHEREAS
, in accordance with Swiss law, the Redomestication will become effective at the time
that the Swiss Register of Commerce registers the capital increase of the Company, as contemplated
in connection with the Redomestication (the
Effective Time
);
WHEREAS
, each of Weatherford Bermuda and Weatherford International, Inc., a Delaware
corporation and wholly-owned indirect subsidiary of Weatherford Bermuda (
Weatherford
Delaware
) (i) maintains and sponsors those certain equity compensation-related plans, and
certain other plans, agreements, awards and arrangements listed on
Exhibit A
hereto
(collectively, the
Assumed Stock Plans
), providing for the grant or award to its
directors, officers and employees and other persons of (a) options, restricted shares or other
rights to purchase or receive Common Shares or (b) the right to receive benefits or other amounts
by reference to Common Shares (individually, an
Assumed Stock Award
and collectively, the
Assumed Stock Awards
), and (ii) maintains and sponsors those certain equity
compensation-related plans, and certain other plans, agreements, awards and arrangements listed on
Exhibit B
hereto (collectively, the
Other Stock Plans
), providing for the grant
or award to its directors, officers and employees and other persons of (a) options, restricted
shares or other rights to purchase or receive Common Shares or (b) the right to receive benefits or
other amounts by reference to Common Shares (individually, an
Other Stock Award
and
collectively, the
Other Stock Awards
);
WHEREAS
, Weatherford Bermuda has previously entered into those certain employment agreements
listed on
Exhibit C
hereto (collectively, the
Assumed Employment Agreements
);
WHEREAS
, Weatherford Delaware has previously entered into those certain employment agreements
listed on
Exhibit D
hereto (collectively, the
Other Employment Agreements
); and
WHEREAS
, in connection with the Redomestication and pursuant to the Exchange Agreement,
Weatherford Switzerland desires (i) to assume and adopt the Assumed Stock Plans and the Assumed
Stock Awards, and to issue or cause to be issued Registered Shares (from Weatherford Switzerland or
through one of its subsidiaries) in lieu of Common Shares being issued in connection with such
Assumed Stock Plans and Assumed Stock Awards, (ii) to assume the obligations of Weatherford Bermuda
to issue or cause to be issued Registered Shares (from Weatherford Switzerland or through one of
its subsidiaries) in lieu of Common Shares being issued in connection with the Other Stock Plans
and the related Other Stock Awards, but not assume the Other Stock Plans or Other Stock Awards,
(iii) to assume and adopt the Assumed Employment Agreements, and (iv) the Other Employment
Agreements to be amended such that references to Weatherford Bermuda are replaced with references
to Weatherford Switzerland.
NOW, THEREFORE
, in consideration of the foregoing and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, at and as of the Effective Time:
1. Pursuant to the terms of this Agreement and the Exchange Agreement, Weatherford Bermuda hereby
assigns to Weatherford Switzerland, and Weatherford Switzerland hereby accepts from Weatherford
Bermuda and hereby assumes, the Assumed Stock Plans and the related Assumed Stock Awards and the
rights and obligations of Weatherford Bermuda under the Assumed Stock Plans and Assumed Stock
Awards. As a result of such assignment and assumption, Weatherford Switzerland will be the sponsor
of the Assumed Stock Plans and Registered Shares will be issued under the Assumed Stock Plans in
lieu of Common Shares being issued thereunder.
2. Pursuant to the terms of this Agreement and the Exchange Agreement, Weatherford Bermuda hereby
assigns to Weatherford Switzerland, and Weatherford Switzerland hereby accepts from Weatherford
Bermuda and hereby assumes, the obligations to issue or cause to be issued, Registered Shares in
connection with the Other Stock Plans and related Other Stock Awards. As a result of such
assignment and assumption, Weatherford Switzerland will issue or cause to be issued Registered
Shares (from Weatherford Switzerland or through one of its subsidiaries) in lieu of Common Shares
being issued in connection with such Other Stock Plans and Other Stock Awards.
3. Pursuant to the terms of this Agreement and the Exchange Agreement, Weatherford Bermuda hereby
assigns to Weatherford Switzerland, and Weatherford Switzerland hereby accepts and assumes from
Weatherford Bermuda, the Assumed Employment Agreements, including the rights and obligations of
Weatherford Bermuda thereunder. The registered address of Weatherford Switzerland for purposes of
the Assumed Employment Agreements is Alpenstrasse 15, 6300 Zug, Switzerland.
4. To the extent any Assumed Stock Plan, Assumed Stock Award, Other Stock Plan or Other Stock Award
(each, a
Benefit Document
, and collectively, the
Benefit Documents
) provides
for the issuance, acquisition, holding or purchase of, or otherwise relates to or references,
Common Shares, then, pursuant to the terms hereof and thereof, such Benefit
Document is hereby
amended to provide for the issuance, acquisition, purchase or holding of, or otherwise relate to or
reference, Registered Shares (or benefits or other amounts determined in accordance with the
Benefit Documents).
5. All references in the Assumed Stock Plans and Assumed Stock Awards to Weatherford Bermuda or its
predecessors are hereby amended to be references to Weatherford Switzerland. Only with respect to
the obligations to issue Common Shares, all references in the Other Stock Plans and Other Stock
Awards to Weatherford Bermuda or its predecessors are hereby amended to be references to
Weatherford Switzerland. All references in the Assumed Employment Agreements and the Other
Employment Agreements to Weatherford Bermuda or its predecessors are hereby amended to be
references to Weatherford Switzerland; no other changes or amendments are hereby made to the Other
Employment Agreements.
6. All outstanding Assumed Stock Awards and Other Stock Awards or any other benefits available
which are based on Common Shares and which have been granted under the Assumed Stock Plans or Other
Stock Plans (including, as applicable, any Common Shares exchanged in connection with the
Redomestication) shall remain outstanding pursuant to the terms hereof and thereof.
7. Each Assumed Stock Award and each Other Stock Award shall, pursuant to the terms hereof and
thereof, be exercisable, issuable, held, available or vest upon the same terms and conditions as
under the applicable Benefit Document, except that upon the exercise, issuance, holding,
availability or vesting of such Assumed Stock Awards or Other Stock Awards, as applicable,
Registered Shares are hereby issuable or available, or benefits or other amounts determined, in
lieu of Common Shares.
8. Each Assumed Stock Award and Other Stock Award that is a stock option (i) is hereby assumed by
Weatherford Switzerland, or (ii) the obligations thereunder are hereby assumed by Weatherford
Switzerland, as applicable, in such manner that Weatherford Switzerland would be a corporation
assuming a stock option in a transaction to which section 424(a) applies within the meaning of
Section 424 of the Internal Revenue Code of 1986, as amended (the
Code
), were Section 424
of the Code applicable to such Assumed Stock Award or Other Stock Award, with regard to the
requirements of Treasury Regulation Section 1.424-1(a)(5)(iii) for options that are intended to
qualify under Section 422 of the Code, and with regard to the requirements of Treasury Regulation
Section 1.409A-1(b)(5)(v)(D) for other options.
9. The parties hereto acknowledge that the benefit and other plans (and the obligations to issue
Common Shares provided therein) of Weatherford Bermuda, Weatherford Delaware or any of their
affiliates that are not listed on
Exhibit A
,
Exhibit B
, or
Exhibit C
are
not assigned to or assumed or otherwise adopted by Weatherford Switzerland as provided hereby. For
the avoidance of doubt, the Other Employment Agreements are not being assumed by Weatherford
Switzerland.
10. Subject to the terms of this Agreement, as amended hereby, each Benefit Document is
specifically ratified and reaffirmed by Weatherford Switzerland.
11. This Agreement will be effective immediately prior to the Effective Time subject to effective
completion of the Redomestication by the Effective Time.
(Remainder of page intentionally blank)
IN WITNESS WHEREOF
, the undersigned have executed this Agreement, which may be executed in
multiple counterparts, but when taken together make one and the same instrument, as of the date
first set forth above.
WEATHERFORD INTERNATIONAL LTD.
a Bermuda exempted company
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By:
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/s/ Burt M. Martin
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Name:
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Burt M. Martin
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Title:
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Senior Vice President
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WEATHERFORD INTERNATIONAL LTD.
a joint stock company registered in Switzerland
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By:
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/s/ Burt M. Martin
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Name:
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Burt M. Martin
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Title:
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Director
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Solely for purposes of the last sentence of Section 5, Weatherford International, Inc. also
executes this Agreement.
WEATHERFORD INTERNATIONAL, INC.
a Delaware corporation
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By:
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/s/ Burt M. Martin
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Name:
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Burt M. Martin
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Title:
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Senior Vice President
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[Signature page to Stock Plan Assumption and General Amendment Agreement]
EXHIBIT A
Assumed Stock Plans
1. Weatherford International Ltd. Non-Employee Director Stock Option Agreements
2. Weatherford International Ltd. 2006 Omnibus Incentive Plan
3. Weatherford International Ltd. Restricted Share Plan
4. Weatherford International, Inc. 1998 Employee Stock Option Plan
EXHIBIT B
Other Stock Plans
1. Weatherford International, Inc. Executive Deferred Compensation Stock Ownership Plan
2. Weatherford International, Inc. Foreign Executive Deferred Compensation Stock Plan
3. Weatherford International Ltd. Deferred Compensation Plan for Non-Employee Directors
EXHIBIT C
Weatherford International Ltd.
Assumed Employment Agreements
1. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and Jessica Abarca
2. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and Andrew P. Becnel
3. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and M. David Colley
4. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and Bernard J. Duroc-Danner
5. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and Stuart E. Ferguson
6. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and Burt M. Martin
7. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and Keith R. Morley
8. Amended and Restated Employment Agreement effective as of December 31, 2008, between
Weatherford International Ltd. and James M. Hudgins
9. Amended and Restated Employment Agreement effective as of December 31, 2008, between
Weatherford International Ltd. and Carel W. Hoyer
EXHIBIT D
Weatherford International, Inc.
Other Employment Agreements
1. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and Jessica Abarca
2. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and Andrew P. Becnel
3. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and M. David Colley
4. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and Bernard J. Duroc-Danner
5. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and Stuart E. Ferguson
6. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and Burt M. Martin
7. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and Keith R. Morley
8.
Employment Agreement effective as of February 9, 2009, between Weatherford International, Inc.
and James M. Hudgins
9. Employment Agreement effective as of February 9, 2009, between Weatherford International, Inc.
and Carel W. Hoyer