exv10w3






Exhibit 10.3




Guaranty Agreement




     THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of October 15, 2010, is made
by WEATHERFORD INTERNATIONAL LTD., a Swiss joint stock corporation (“WIL-Switzerland”), and
Weatherford International, Inc., a Delaware corporation (“WII” and, together with
WIL-Switzerland, the “Guarantors”, and each, individually, a “Guarantor”), in favor
of JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”), each Lender, each Issuing Bank, each Swingline Lender and each
other Person to which any Guaranteed Obligations are owed (collectively, the “Guaranteed
Parties” and each, individually, a “Guaranteed Party”).



RECITALS:




     WHEREAS, Weatherford International Ltd., a Bermuda exempted company (“WIL”),
Weatherford Liquidity Management Hungary Limited Liability Company, a Hungarian limited liability
company (“HOC”), Weatherford Capital Management Services Limited Liability Company, a
Hungarian limited liability company (together with WIL, HOC and any other Persons from time to time
becoming Borrowers under the Credit Agreement, but excluding any Persons who from time to time
cease to be Borrowers under the Credit Agreement, collectively, the “Borrowers”),
WIL-Switzerland, the Lenders named therein, the Issuing Banks named therein, the Swingline Lenders
named therein and the Administrative Agent have entered into that certain Credit Agreement dated as
of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”);



     WHEREAS, pursuant to the Credit Agreement, the Lenders, the Issuing Banks and the Swingline
Lender have agreed to extend credit to the Borrowers;



     WHEREAS, each of the Borrowers is a Wholly-Owned Subsidiary of WIL-Switzerland;



     WHEREAS, the proceeds of the extensions of credit to the Borrowers under the Credit Agreement
will be used in part to enable the Borrowers to make valuable transfers to one or more of the
Guarantors in connection with the operation of their respective businesses;



     WHEREAS, each Guarantor will derive substantial direct or indirect benefits from the making of
Loans to the Borrowers and the issuance of Letters of Credit for the account of the Borrowers under
the Credit Agreement; and



     WHEREAS, it is a condition precedent to the obligation of the Lenders, the Issuing Banks and
the Swingline Lender to extend such credit under the Credit Agreement that each Guarantor shall
have executed and delivered this Guaranty for the benefit of the Guaranteed Parties.



     NOW, THEREFORE, in consideration of the premises, the terms and conditions contained herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



 









 





     SECTION 1. Definitions.



          (a) As used herein, the following terms shall have the following meanings:




     “Administrative Agent” has the meaning set forth in the introductory paragraph of this
Guaranty.



     “Bankruptcy Code” means the Title 11 of the United States Code.



     “Borrowers” has the meaning set forth in the recitals of this Guaranty.



     “Covered Taxes” has the meaning given to such term in Section 17(a).



     “Credit Agreement” has the meaning set forth in the recitals of this Guaranty.



     “Fraudulent Transfer Laws” has the meaning given to such term in Section 2(d).



     “Guaranteed Obligations” has the meaning given to such term in Section 2(a).



     “Guaranteed Party” and “Guaranteed Parties” have the meanings set forth in the
introductory paragraph of this Guaranty.



     “Guarantor” and “Guarantors” have the meanings set forth in the introductory
paragraph of this Guaranty.



     “Guaranty” has the meaning set forth in the introductory paragraph of this Guaranty.



     “HOC” has the meaning set forth in the recitals of this Guaranty.



     “Specified Debt” means any obligation created or assumed by any Person for the
repayment of money borrowed and any purchase money obligation created or assumed by such Person and
any guarantee of the foregoing.



     “WII” has the meaning set forth in the introductory paragraph of this Guaranty.



     “WIL” has the meaning set forth in the recitals of this Guaranty.



     “WIL-Switzerland” has the meaning set forth in the introductory paragraph of this
Guaranty.



          (b) Reference is hereby made to the Credit Agreement for a statement of the terms thereof.
All capitalized terms used in this Guaranty which are defined in the Credit Agreement and not
otherwise defined herein shall have the same meanings herein as set forth therein.




          (c) All Schedules or Exhibits which may be attached to this Guaranty are a part hereof for all
purposes.




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          (d) Unless a clear contrary intention appears, the rules of interpretation set forth in
Section 1.04 of the Credit Agreement shall apply to this Guaranty and are hereby
incorporated herein.




     SECTION 2. Guaranty.



          (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly with
the other Guarantors and severally, as primary obligor and not merely as surety, the full and
punctual payment when due, whether at stated maturity or earlier, by reason of acceleration or
otherwise, of all of the Obligations now or hereafter existing, whether for principal, interest
(including interest accruing or becoming owing both prior to and subsequent to the commencement of
any proceeding against or with respect to any Borrower or any Guarantor under any applicable
bankruptcy or insolvency law (including the Bankruptcy Code)), fees, expenses, indemnities,
reimbursement of LC Disbursements or otherwise (all such obligations being referred to herein as
the “Guaranteed Obligations”). The Guarantors, jointly and severally, agree to pay any and
all documented out-of-pocket expenses incurred by each Lender, the Administrative Agent and the
Issuing Banks in enforcing this Guaranty against any Guarantor.




          (b) This Guaranty is an absolute, unconditional, present and continuing guaranty of payment
and not of collection and is in no way conditioned upon any attempt to collect from any Borrower or
any Guarantor or any other action, occurrence or circumstance whatsoever.




          (c) Each Guarantor guarantees that the Guaranteed Obligations shall be paid strictly in
accordance with the terms of the Credit Agreement and the other Loan Documents, including in
respect of amounts owed to any Defaulting Lender; provided that if payment in respect of any
Guaranteed Obligations shall be due in a currency other than Dollars and if, by reason of any legal
prohibition, disruption of currency or foreign exchange markets, war or civil disturbance or other
event, payment of such Guaranteed Obligations in such currency shall be impossible, then, at the
election of the applicable Guaranteed Party, each Guarantor shall make payment to such Guaranteed
Party of the Dollar Equivalent of such Guaranteed Obligations owed to such Guaranteed Party and
shall indemnify such Guaranteed Party against any losses or expenses (including losses or expenses
resulting from fluctuations in exchange rates) that it shall sustain as a result of such
alternative payment.




          (d) Any term or provision of this Guaranty or any other Loan Document to the contrary
notwithstanding, the maximum aggregate amount of the Guaranteed Obligations for which any Guarantor
shall be liable shall not exceed the maximum amount for which such Guarantor can be liable without
rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to
avoidance under applicable law relating to fraudulent conveyance or fraudulent transfer (including
Section 548 of the Bankruptcy Code or any analogous provisions of any other law of any Governmental
Authority) (collectively, “Fraudulent Transfer Laws”), in each case after giving effect to
(i) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such
Fraudulent Transfer Laws and (ii) the value
of assets of such Guarantor (as determined under the applicable provisions of such Fraudulent
Transfer Laws) after giving effect to any rights to subrogation, contribution, reimbursement,
indemnity or similar rights held by such Guarantor.




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     SECTION 3. Guaranty Unconditional.



          (a) Each Guarantor agrees that, to the maximum extent permitted by applicable law, the
Guaranteed Obligations and the Loan Documents to which any Borrower is a party may be extended or
renewed, and indebtedness thereunder repaid and reborrowed in whole or in part, without notice to
or assent by such Guarantor, and that such Guarantor shall remain bound upon this Guaranty
notwithstanding any extension, renewal or other alteration of any of the Guaranteed Obligations or
such Loan Documents or any repayment and reborrowing of Loans under the Credit Agreement. The
obligations of the Guarantors under this Guaranty are absolute and unconditional and, without
limiting the generality of the foregoing, to the maximum extent permitted by applicable law, the
obligations of each Guarantor under this Guaranty shall not be released, discharged, diminished,
impaired, reduced or otherwise affected by the occurrence of any or all of the following:





     (i) any modification, amendment, supplement, renewal, extension for any period,
increase, decrease, alteration or rearrangement of all or any part of the Guaranteed
Obligations, or of the Credit Agreement or any other Loan Document or any other document or
agreement executed in connection with the Guaranteed Obligations;




     (ii) any adjustment, indulgence, forbearance or compromise that might be granted or
given by any Guaranteed Party to any Guarantor, any Borrower or any other Person liable on
the Guaranteed Obligations;




     (iii) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation,
disability, dissolution or lack of power of any Guarantor, any Borrower or any other Person
at any time liable for the payment of all or part of the Guaranteed Obligations; or any
dissolution or winding up of any Guarantor or any Borrower, or any sale, lease or transfer
of any or all of the assets of any Guarantor or any Borrower, or any changes in the
shareholders of any Guarantor or any Borrower, or any reorganization of any Guarantor or any
Borrower;




     (iv) the invalidity, illegality or unenforceability of all or any part of the
Guaranteed Obligations, or of the Credit Agreement or any other Loan Document or any other
document or agreement executed in connection with the Guaranteed Obligations, for any reason
whatsoever, including the fact that (A) the Guaranteed Obligations, or any part thereof,
exceed the amount permitted by law, (B) the act of creating the Guaranteed Obligations, or
any part thereof, is ultra vires, (C) the officers or representatives executing the
documents or otherwise creating the Guaranteed Obligations acted in excess of their
authority, (D) the Guaranteed Obligations, or any part thereof, violate applicable usury
laws, (E) any Guarantor or any Borrower has valid defenses, claims, and offsets (whether at
law or in equity, by agreement or by statute) which render the Guaranteed Obligations wholly
or partially uncollectible from any Guarantor or any Borrower, (F) the performance or
repayment of the Guaranteed Obligations (or
execution, delivery and performance of any document or instrument representing any part
of the Guaranteed Obligations or executed in connection with any of the Guaranteed
Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal,
uncollectible, legally impossible or unenforceable, or (G) the Credit Agreement, any



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other
Loan Document, or any other document or instrument pertaining to any of the Guaranteed
Obligations has been forged or otherwise is irregular or not genuine or authentic;




     (v) any full or partial release of the liability of any Guarantor or any Borrower on
the Guaranteed Obligations or any part thereof, or any other Person now or hereafter liable,
whether directly or indirectly, jointly, severally, or jointly and severally, to pay,
perform, guarantee, or assure the payment of the Guaranteed Obligations or any part thereof;
it being recognized, acknowledged, and agreed by each Guarantor that such Guarantor may be
required to pay the Guaranteed Obligations in full without assistance or support of any
other Person, and that such Guarantor has not been induced to enter into this Guaranty on
the basis of a contemplation, belief, understanding or agreement that any other Person
(including, for the avoidance of doubt, any other Guarantor) shall be liable to perform the
Guaranteed Obligations or that any Guaranteed Party shall look to any other Person to
perform the Guaranteed Obligations;




     (vi) the taking or accepting of any other security, collateral or guaranty, or other
assurance of payment, for all or any part of the Guaranteed Obligations;




     (vii) any release, surrender, exchange, subordination, deterioration, waste, loss or
impairment of any collateral, property or security, at any time existing in connection with,
or assuring or securing payment of, all or any part of the Guaranteed Obligations;




     (viii) the failure of any Guaranteed Party or any other Person to exercise diligence or
reasonable care in the preservation, protection, enforcement, sale or other handling or
treatment of all or any part of such collateral, property or security;




     (ix) the fact that any collateral, security or Lien contemplated or intended to be
given, created or granted as security for the repayment of the Guaranteed Obligations shall
not be properly perfected or created, or shall prove to be unenforceable or subordinate to
any other Lien; it being recognized and agreed by each Guarantor that such Guarantor is not
entering into this Guaranty in reliance on, or in contemplation of the benefits of, the
validity, enforceability, collectibility or value of any collateral for the Guaranteed
Obligations;




     (x) any payment by any Borrower or any Guarantor to any Guaranteed Party being held to
constitute a preference under bankruptcy or insolvency laws, or for any other reason any
Guaranteed Party being required to refund such payment or pay over any amount to any
Borrower, any Guarantor or any other Person; or




     (xi) any other action taken or omitted to be taken with respect to the Credit
Agreement, this Guaranty, any other Loan Document, the Guaranteed Obligations, or any
collateral therefor, whether or not such action or omission prejudices any Guarantor or
increases the likelihood that any Guarantor shall be required to pay the Guaranteed
Obligations pursuant to the terms hereof;


it being the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be
obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence,




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circumstance,
event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not
otherwise or particularly described herein, except for the full and final payment and satisfaction
of the Guaranteed Obligations after the termination of all of the Commitments.




          (b) Each Guarantor further agrees that, to the fullest extent permitted by law, as between
such Guarantor, on the one hand, and the Guaranteed Parties, on the other hand, (i) the maturity of
the Obligations may be accelerated as provided in the Credit Agreement for the purposes of this
Guaranty, notwithstanding any stay, injunction or other prohibition preventing the acceleration of
the Obligations as against any Borrower, and (ii) in the event of any acceleration (whether by
declaration or automatic) of the Obligations as provided in the Credit Agreement, the Obligations
shall forthwith become due and payable by such Guarantor for the purpose of this Guaranty.




     SECTION 4. Effect of Debtor Relief Laws. If after receipt of any payment of, or
proceeds of any security are applied (or intended to be applied) to the payment of, all or any part
of the Guaranteed Obligations, any Guaranteed Party is for any reason compelled to surrender or
voluntarily surrenders such payment or proceeds to any Person (a) because such payment or
application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside,
determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer,
impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any
judgment, decree or order of any court or administrative body having jurisdiction over such
Guaranteed Party or any of its properties or (ii) any settlement or compromise of any such claim
effected by such Guaranteed Party with any such claimant (including any Borrower or any other
Guarantor), then the Guaranteed Obligations or any part thereof intended to be satisfied shall be
reinstated and continue, and this Guaranty shall continue in full force as if such payment or
proceeds had not been received, notwithstanding any revocation thereof or the cancellation of any
instrument evidencing any of the Guaranteed Obligations or otherwise; and each Guarantor shall be
jointly and severally liable to pay the Guaranteed Parties, and hereby does indemnify the
Guaranteed Parties and hold them harmless for the amount of such payment or proceeds so surrendered
and all reasonable expenses (including reasonable attorneys’ fees, court costs and documented
out-of-pocket expenses attributable thereto) incurred by the Guaranteed Parties in the defense of
any claim made against any of them that any payment or proceeds received by any of the Guaranteed
Parties in respect of all or part of the Guaranteed Obligations must be surrendered. The
provisions of this paragraph shall survive the termination of this Guaranty and any satisfaction
and discharge of any Borrower or any Guarantor by virtue of any payment, court order or any law.



     SECTION 5. Waiver. Each Guarantor hereby waives promptness, diligence, notice of
acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty
and waives presentment, demand for payment, notice of intent to accelerate, notice of dishonor or
nonpayment and any requirement that any of the Guaranteed Parties institute suit,
collection proceedings or take any other action to collect any of the Guaranteed Obligations,
including any requirement that any Guaranteed Party exhaust any right or take any action against
any Borrower, any other Guarantor or any other Person or any collateral (it being the intention of
the Guaranteed Parties and the Guarantors that this Guaranty is to be a guaranty of payment and not
of collection). It shall not be necessary for any Guaranteed Party, in order to enforce any



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payment by any Guarantor hereunder, to institute suit or exhaust its rights and remedies against
such Guarantor, any other Guarantor, any Borrower or any other Person, including others liable to
pay the Guaranteed Obligations, or to enforce its rights against any security ever given to secure
payment thereof. Each Guarantor hereby expressly waives, to the maximum extent permitted by
applicable law, each and every right to which it may be entitled by virtue of the suretyship laws
of the State of Texas or any other state in which it may be located, including any and all rights
it may have pursuant to Rule 31 of the Texas Rules of Civil Procedure and Section 17.001, Section
43.002 and Section 43.003 of the Texas Civil Practice and Remedies Code. Each Guarantor hereby
waives marshaling of assets and liabilities, notice by any Guaranteed Party of any indebtedness or
liability to which such Guaranteed Party applies or may apply any amounts received by it, and of
the creation, advancement, increase, existence, extension, renewal, rearrangement or modification
of the Guaranteed Obligations. Each Guarantor expressly waives, to the extent permitted by
applicable law, the benefit of any and all laws providing for exemption of property from execution
or for valuation and appraisal upon foreclosure.




     SECTION 6. Agreement to Defer Exercise of Subrogation. Notwithstanding any payment or
payments made by any Guarantor hereunder, or any setoff or application by any Guaranteed Party of
any security or of any credits or claims, such Guarantor will not assert or exercise any rights of
any Guaranteed Party or of itself against any other Guarantor or any Borrower to recover the amount
of any payment made hereunder by such Guarantor to any Guaranteed Party by way of any claim, remedy
or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise
arising by contract, by statute, under common law or otherwise, and such Guarantor shall not have
any right to exercise any right of recourse to or any claim against assets or property of any
Borrower or of any other Guarantor for such amounts, in each case unless and until the Obligations
have been fully and finally satisfied. If any amount shall be paid to any Guarantor by any
Borrower or any other Guarantor after payment in full of the Guaranteed Obligations, and the
Obligations shall thereafter be reinstated in whole or in part and any Guaranteed Party is forced
to repay any sums received by it in payment of the Obligations, this Guaranty shall be
automatically reinstated and such amount shall be held in trust for the benefit of the Guaranteed
Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the
Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall
survive the termination of this Guaranty, and any satisfaction and discharge of any Borrower or any
Guarantor by virtue of any payment, court order or any law.



     SECTION 7. Full Force and Effect. This Guaranty is a continuing guaranty and shall
remain in full force and effect until all of the Guaranteed Obligations have been paid in full
(after the termination of the Commitments). All rights, remedies and powers provided in this
Guaranty may be exercised, and all waivers contained in this Guaranty may be enforced, only to the
extent that the exercise or enforcement thereof does not violate any provisions of applicable law
which may not be waived.



     SECTION 8. Termination of Obligations of WII. Notwithstanding anything contained
herein to the contrary, if at any time WII has no outstanding Specified Debt, exclusive of (a) its
obligations under this Guaranty, (b) any guarantee that, by its terms, will be automatically
released and discharged simultaneously with the release and discharge of WII’s obligations



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under
this Guaranty and (iii) Specified Debt owed to WIL or any of WIL’s other Subsidiaries, WII will be
released and discharged from its obligations under this Guaranty; provided that WII’s obligations
under this Guaranty will be automatically reinstated if WII incurs or guarantees any Specified Debt
other than Specified Debt owed to WIL or any of WIL’s other Subsidiaries. The Administrative Agent
shall notify the Lenders of any release and discharge of WII’s obligations under this Guaranty or
any automatic reinstatement of such obligations pursuant to this Section. In the event that WII is
released and discharged from its obligations under this Guaranty, upon receipt of written request
therefor from the Borrowers, the Administrative Agent will execute and deliver all documents as may
reasonably be requested to evidence such release and discharge; provided that WIL-Switzerland shall
pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent,
including the reasonable fees, charges and disbursements of counsel to the Administrative Agent, in
connection with the preparation, review, execution and delivery of any such documents.




     SECTION 9. Severability. Any provision of this Guaranty held to be invalid, illegal
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof, and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



     SECTION 10. Amendments, Etc. No amendment or waiver of any provision of this Guaranty
nor consent to any departure by any party hereto therefrom shall in any event be effective unless
the same shall be in writing executed by the Guarantors and the Administrative Agent.



     SECTION 11. Notices. All notices and other communications to any party hereto
provided for hereunder shall be given in the manner and at the applicable address specified
therefor in the Credit Agreement.



     SECTION 12. No Waiver; Remedies. No failure or delay by any Guaranteed Party in
exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Guaranteed Parties hereunder are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Guaranty or consent to any departure by the Guarantors therefrom
shall in any event be effective unless the same shall be permitted by Section 10 hereof,
and then such waiver or consent shall be effective only in the specific instance and for the
purpose for which given.



     SECTION 13. Right of Set Off. Upon the occurrence and during the continuance of any
Event of Default, each Guaranteed Party is hereby authorized at any time and from time to time,
without notice to any Guarantor (any such notice being expressly waived by each Guarantor), to
set off and apply any and all deposits (general or special, time or demand, provisional or
final but excluding the funds held in accounts clearly designated as escrow or trust accounts held
by any Guarantor for the benefit of Persons which are not Affiliates of such Guarantor), whether or
not such setoff results in any loss of interest or other penalty, and including all certificates of
deposit,



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at any time held and other obligations at any time owing by such Guaranteed Party to or
for the credit or the account of any Guarantor against any and all of the Guaranteed Obligations
irrespective of whether or not such Guaranteed Party shall have made any demand under the Credit
Agreement, this Guaranty, the Notes or any other Loan Document. The rights of the Guaranteed
Parties under this Section are in addition to other rights and remedies (including other rights of
setoff) which the Administrative Agent, the Issuing Banks or the Lenders may have. This Section is
subject to (i) the terms and provisions of Section 4.01(a) of the Credit Agreement and (ii)
with respect to the exercise by any Defaulting Lender of any set-off right pursuant hereto, the
terms and provisions of Section 9.02 of the Credit Agreement.




     SECTION 14. Successors and Assigns. The provisions of this Guaranty shall (a) be
binding upon the parties hereto and their respective successors and assigns permitted by the Credit
Agreement and (b) inure to the benefit of and be enforceable by the Guarantors and the
Administrative Agent, for the benefit of itself, the Lenders, the Issuing Banks, the Swingline
Lenders and the other Guaranteed Parties; provided that no Guarantor may assign or otherwise
transfer any of its rights or obligations hereunder without the prior written consent of each
Lender (other than Defaulting Lenders) (and any attempted assignment of transfer by such Guarantor
without such consent shall be null and void).



     SECTION 15. Governing Law. This Guaranty and the rights and obligations of the
parties hereto shall be construed in accordance with and governed by the law of the State of New
York.



     SECTION 16. Submission to Jurisdiction; Consent to Service Of Process; Waiver of Jury
Trial.



          (a) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the non-exclusive jurisdiction of the United States District Court for the Southern
District of New York (or the state courts sitting in the Borough of Manhattan in the event the
Southern District of New York lacks subject matter jurisdiction), and any appellate court from any
thereof, in any suit, action or proceeding arising out of or relating to this Guaranty or any other
Loan Document, or for recognition or enforcement of any judgment, and each Guarantor hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State court or, to the extent permitted by law, in
such Federal court. Each Guarantor agrees that a final, non-appealable judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan
Document shall affect any right that any Guaranteed Party may otherwise have to bring any suit,
action or proceeding relating to this Guaranty or any other Loan Document against any Guarantor or
its properties in the courts of any jurisdiction.




          (b) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to
this Guaranty or any other Loan Document in any court referred to in paragraph (a) of this Section.
Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of
an inconvenient forum to the maintenance of such action or proceeding in any such court.




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          (c) Each Guarantor irrevocably consents to service of process in the manner provided for
notices in Section 11. Nothing in this Guaranty or any other Loan Document will affect the
right of any Guaranteed Party to serve process in any other manner permitted by law.
Notwithstanding any other provision of this Guaranty, WIL-Switzerland hereby irrevocably designates
CT Corporation System, 111 8th Avenue, New York, New York 10011, as the designee, appointee and
agent of WIL-Switzerland to receive, for and on its behalf, service of process in the State of New
York in any suit, action or proceeding arising out of or relating to this Guaranty or any other
Loan Document.




          (d) Each Guarantor agrees that any suit, action or proceeding brought by any Guarantor or any
of their respective Subsidiaries relating to this Guaranty or any other Loan Document against any
Guaranteed Party or any Affiliate of a Guaranteed Party shall be brought exclusively in the United
States District Court for the Southern District of New York (or the state courts sitting in the
Borough of Manhattan in the event the Southern District of New York lacks subject matter
jurisdiction), and any appellate court from any thereof, unless no such court shall accept
jurisdiction.




          (e) To the extent that any Guarantor has or hereafter may acquire any immunity from
jurisdiction of any court or from set-off or any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect
to itself or its property, such Guarantor hereby irrevocably waives such immunity in respect of its
obligations under the Loan Documents.




          (f) EACH GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS GUARANTY, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).




     SECTION 17. Payments by WIL-Switzerland.



          (a) Any and all payments by or on account of any obligation of WIL-Switzerland hereunder shall
be understood to be minimum payment obligations. When entering into this Guaranty, WIL-Switzerland
has assumed that any and all payments by or on account of any obligation of WIL-Switzerland
hereunder will not be subject to any deduction for Indemnified Taxes or Other Taxes (collectively,
the “Covered Taxes”). WIL-Switzerland agrees that if it shall be required to deduct any
Covered Taxes from any such payment to any Guaranteed Party, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section), such Guaranteed Party receives an amount
equal to the sum it would have received had no such deductions been made, (ii) WIL-Switzerland
shall make such deductions and (iii) WIL-Switzerland shall
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law. If requested by the Administrative Agent, WIL-Switzerland shall
provide to the Administrative Agent those documents which are required by law and applicable double
taxation treaties to be provided by the payer of such tax, for each relevant Guaranteed Party to
prepare a claim for refund of Swiss withholding tax. WIL-Switzerland shall




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indemnify each
Guaranteed Party, within 20 days after written demand therefor, for the full amount of any Covered
Taxes directly assessed against and paid by such Guaranteed Party on or with respect to any payment
by or on account of the Guaranteed Obligations (including Covered Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Covered Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to WIL-Switzerland by any Guaranteed Party, or
by the Administrative Agent on behalf of any Guaranteed Party, shall be presumed correct absent
manifest error.




          (b) To the extent that Covered Taxes are not deducted and paid as described in Section 17(a),
WIL-Switzerland will remit to the appropriate Governmental Authority, prior to delinquency
(assuming WIL-Switzerland has received notification of a claim for Covered Taxes within 10 Business
Days prior to the date the delinquency commences), all Covered Taxes payable in respect of any
payment by or on account of any obligations of WIL-Switzerland hereunder. Within 30 days after the
date of any payment of Covered Taxes, WIL-Switzerland will furnish to the Administrative Agent the
original or a certified copy of a receipt evidencing payment of such Covered Taxes or such other
evidence thereof as may be reasonably satisfactory to the Administrative Agent. At the reasonable
request of WIL-Switzerland, the Administrative Agent will request that the Guaranteed Parties
provide any reasonable tax forms, certifications or other documents that would result in a
reduction in the amount of Covered Taxes hereunder; provided, however, the obligation of
WIL-Switzerland to make payments for Covered Taxes hereunder shall not be conditioned upon any
Guaranteed Party providing any such tax forms, certifications or other documents.




          (c) Notwithstanding anything in this Guaranty or any other Loan Document, a Guaranteed Party
shall not be entitled to indemnification for Covered Taxes, penalties, interests and reasonable
expenses from WIL-Switzerland to the extent it has recovered such Covered Taxes, penalties,
interests and reasonable expenses from WII (or any Borrower); provided, however, nothing in this
Section 17(c) shall prohibit a Guaranteed Party from receiving indemnification for a portion of
Covered Taxes, penalties, interest and reasonable expenses from WIL-Switzerland and WII (or any
Borrower) so long as a Guaranteed Party does not receive in the aggregate indemnification payments
that exceed the amount of Covered Taxes, penalties, interest and reasonable expenses to which the
Guaranteed Party incurred and for which indemnification is available under this Guaranty or any
other Loan Document.




          (d) If the Administrative Agent or a Guaranteed Party determines, in its sole discretion, that
it has received a refund of any Covered Taxes paid by WIL-Switzerland, it shall pay over such
refund to WIL-Switzerland (but only to the extent of indemnity payments made, or additional amounts
paid, by WIL-Switzerland with respect to the Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Guaranteed Party and without interest
(other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that WIL-Switzerland, upon the request of the Administrative
Agent or such Guaranteed Party, agrees to repay promptly the amount paid over to WIL-Switzerland
(plus any penalties, interest or other charges imposed by the relevant Governmental Authority with
respect to such amount) to the Administrative Agent or such Guaranteed Party in the event the
Administrative Agent or such Guaranteed Party is required to repay such refund to




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such Governmental
Authority. This Section shall not be construed to require the Administrative Agent or any
Guaranteed Party to make available its Tax returns (or any other information relating to its Taxes
which it deems confidential) to WIL-Switzerland or any other Person.




     SECTION 18. Payments by WII.



          (a) Any and all payments by or on account of any obligation of WII hereunder shall be made
free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if
WII shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i)
the sum payable shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section) the Guaranteed
Parties receive an amount equal to the sum they would have received had no such deductions been
made, (ii) WII shall make such deductions and (iii) WII shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law. WII shall indemnify each
Guaranteed Party, within 20 days after written demand therefor, for the full amount of any Covered
Taxes directly assessed against and paid by such Guaranteed Party on or with respect to any payment
by or on account of any obligation of WII hereunder (including Covered Taxes imposed or asserted on
or attributable to amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Covered Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. At the reasonable
request of WII, the Administrative Agent will request the Guaranteed Parties to provide any
reasonable tax forms, certifications or other documents that would result in a reduction in the
amount of Covered Taxes hereunder; provided, however, the obligation of WII to make payments for
Covered Taxes hereunder shall not be conditioned upon any Guaranteed Party providing any such tax
forms, certifications or other documents.




          (b) Notwithstanding anything in this Guaranty or any other Loan Document, a Guaranteed Party
shall not be entitled to indemnification for Covered Taxes, penalties, interests and reasonable
expenses from WII to the extent it has recovered such Covered Taxes, penalties, interests and
reasonable expenses from WIL-Switzerland (or any Borrower); provided, however, nothing in this
Section 18(b) shall prohibit a Guaranteed Party from receiving indemnification for a portion of
Covered Taxes, penalties, interest and reasonable expenses from WII and WIL-Switzerland (or any
Borrower) so long as a Guaranteed Party does not receive in the aggregate indemnification payments
that exceed the amount of Covered Taxes, penalties, interest and reasonable expenses to which the
Guaranteed Party incurred and for which indemnification is available under this Guaranty or any
other Loan Document.




          (c) If the Administrative Agent or a Guaranteed Party determines, in its sole discretion, that
it has received a refund of any Covered Taxes paid by WII, it shall pay over such refund to WII
(but only to the extent of indemnity payments made, or additional amounts paid, by WII with respect
to the Taxes giving rise to such refund), net of all out-of-pocket expenses of
the Administrative Agent or such Guaranteed Party and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund); provided that
WII, upon the request of the Administrative Agent or such Guaranteed Party, agrees to repay
promptly the amount paid over to WII (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority with respect to such amount) to the Administrative Agent or




12









 







such
Guaranteed Party in the event the Administrative Agent or such Guaranteed Party is required to repay such refund to
such Governmental Authority. This Section shall not be construed to require
the Administrative Agent or any Guaranteed Party to make available its Tax returns (or any other
information relating to its Taxes which it deems confidential) to WII or any other Person.




     SECTION 19. Judgment Currency. The obligation of each Guarantor to make payments on
any Guaranteed Obligation to any Guaranteed Party hereunder in any currency (the “first
currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any other currency (the “second currency”) except
to the extent to which such tender or recovery shall result in the effective receipt by such
Guaranteed Party of the full amount of the first currency payable, and accordingly the primary
obligation of such Guarantor shall be enforceable as an alternative or additional cause of action
for the purpose of recovery in the second currency of the amount (if any) by which such effective
receipt shall fall short of the full amount of the full currency payable and shall not be affected
by a judgment being obtained for any other sum due hereunder.



     SECTION 20. Automatic Acceleration in Certain Events. Upon the occurrence of an Event
of Default specified in Section 9.01(g) or 9.01(h) of the Credit Agreement, all
Guaranteed Obligations shall automatically become immediately due and payable by the Guarantors,
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by
each Guarantor, and regardless of whether payment of the Guaranteed Obligations by the Borrowers
has then been accelerated.



     SECTION 21. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of the Borrowers’ financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature,
scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that no
Guaranteed Party will have any duty to advise such Guarantor of information known to any of them
regarding such circumstances or risks.



     SECTION 22. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Guarantors herein shall be considered to have been relied upon by the
Guaranteed Parties and shall survive the execution and delivery of this Guaranty and the other Loan
Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any party or on its behalf and notwithstanding that any Guaranteed Party may
have had notice or knowledge of any Default or incorrect representation or warranty at the time any
credit is extended under the Credit Agreement, and shall continue in full force and effect as long
as any amount payable under this Guaranty is outstanding and unpaid.



     SECTION 23. Counterparts. This Guaranty may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page to this Guaranty by facsimile transmission or electronic
transmission (in .pdf form) shall be effective as delivery of a manually executed counterpart of
this Guaranty.



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     IN WITNESS WHEREOF, WIL-Switzerland, WII and the Administrative Agent have caused this
Guaranty to be duly executed and delivered by their respective duly authorized officers as of the
date first above written.



	 	 	 	 	 
	 	WEATHERFORD INTERNATIONAL LTD.,

a Swiss joint stock corporation

 	 
	 	By:  	/s/ Andrew P. Becnel
 	 
	 	 	Name:  	Andrew P. Becnel 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 
	 	WEATHERFORD INTERNATIONAL, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Andrew P. Becnel
 	 
	 	 	Name:  	Andrew P. Becnel 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Helen A. Carr
 	 
	 	 	Name:  	Helen A. Carr 	 
	 	 	Title:  	Managing Director