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Exhibit 4.1




Weatherford International Ltd.

Weatherford International, Inc.

Officers’ Certificate

Establishing 6.50 % Senior Notes due 2036




     I, Burt M. Martin, Senior Vice President of Weatherford International Ltd., a Bermuda
exempted company (the “Company”), and Senior Vice President of Weatherford International, Inc., a
Delaware corporation (the “Guarantor”), hereby certify, pursuant to Sections 1.3, 1.4, 2.1 and 3.1
of the Indenture, dated as of October 1, 2003 (the “Indenture”), among the Company, the Guarantor,
as guarantor, and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), that the
Pricing Committee of the Board of Directors of the Company at its meeting held on August 2, 2006,
determined that the terms of a series of Securities to be issued under the Indenture, and the form
thereof, are as follows:



	 	 	 
	Designation of Securities

	 	6.50% Senior Notes due 2036 (the “Notes”).
	 
	 	 
	Aggregate Principal Amount

	 	$600,000,000, except for Notes authenticated and
delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to
Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Indenture and
except for any Notes which pursuant to Section 3.3 are
deemed never to have been authenticated and delivered.
The Company may reopen this series of Notes for
additional issuances from time to time pursuant to the
terms of the Indenture.
	 
	 	 
	Denominations

	 	$1,000 and any integral multiple thereof.
	 
	 	 
	Stated Maturity Date

	 	August 1, 2036.
	 
	 	 
	Interest Rate

	 	6.50% per annum from August 7, 2006, to, but excluding,
August 1, 2036.
	 
	 	 
	Interest Payment Dates

	 	Interest payable semiannually on February 1 and August 1,
commencing 
February 1, 2007.
	 
	 	 
	Regular Record Dates

	 	January 15 or July 15 next preceding an Interest Payment
Date.
	 
	 	 
	Optional Redemption

	 	The Notes are redeemable at the Company’s option, in
whole or in part, at any time and from time to time, at a
redemption price equal to the greater of: (a) 100% of the
principal amount of notes then outstanding to be
redeemed, plus accrued and unpaid interest thereon to the
redemption date; or (b) the sum of the present values of
the remaining scheduled payments of principal and
interest on the notes then outstanding to be redeemed
(not including any portion of such payments of interest
accrued as of the redemption date) discounted to the
redemption date on a semi-annual basis (computed based on
a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate, plus 25 basis points (0.25%), as
calculated by an Independent Investment Banker, plus
accrued and unpaid






 









 






	 	 	 
	 

	 	interest thereon to the redemption date.
	 
	 	 
	 

	 	“Adjusted Treasury Rate” means, with respect to any
redemption date: (a) the yield, under the heading which
represents the average for the immediately preceding
week, appearing in the most recently published
statistical release designated “H.15(519)” or any
successor publication which is published weekly by the
Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under
the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after
the remaining life, as defined below, yields for the two
published maturities most closely corresponding to the
Comparable Treasury Issue will be determined and the
Adjusted Treasury Rate will be interpolated or
extrapolated from such yields on a straight line basis,
rounding to the nearest month); or (b) if such release
(or any successor release) is not published during the
week preceding the calculation date or does not contain
such yields, the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price
for such redemption date. The Adjusted Treasury Rate
will be calculated on the third business day preceding
the redemption date.
	 
	 	 
	 

	 	“Comparable Treasury Issue” means the United States
Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining
term of the notes to be redeemed that would be used, at
the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining
term of such notes.
	 
	 	 
	 

	 	“Comparable Treasury Price” means (1) the average of five
Reference Treasury Dealer Quotations for the redemption
date, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if an Independent
Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such
quotations.
	 
	 	 
	 

	 	“Independent Investment Banker” means Banc of America
Securities LLC, Morgan Stanley & Co. Incorporated or UBS
Securities LLC or any of their respective successors, as
designated by the Company, or if all such firms are
unwilling or unable to serve as such, an independent
investment and banking






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	 	institution of national standing appointed by the Company.
	 
	 	 
	 

	 	“Reference Treasury Dealer” means: (a) Banc of America
Securities LLC, Morgan Stanley & Co. Incorporated and UBS
Securities LLC and each of their respective successors;
provided that, if any such Reference Treasury Dealer
ceases to be a primary U.S. Government securities dealer
in the United States (Primary Treasury Dealer), the
Company will substitute another Primary Treasury Dealer;
and (b) up to two other Primary Treasury Dealers selected
by the Company.
	 
	 	 
	 

	 	“Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by an
Independent Investment Banker, of the bid and asked
prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted
in writing to an Independent Investment Banker at 5:00
p.m., New York City time, on the third business day
preceding such redemption date.
	 
	 	 
	Place of Payment

	 	The principal of and interest on the Notes shall be
payable, Notes may be surrendered for registration of
transfer, Notes may be surrendered for exchange, and
notices and demands to or upon the Company in respect of
the Notes and the Indenture may be served, at the places
designated therefore in the Indenture.
	 
	 	 
	Guarantor

	 	     The Notes will be guaranteed by the Guarantor pursuant to
the Guarantee, and the provisions of Article Fourteen
shall apply to the Notes; provided, that at such time as
the Guarantor has no outstanding Debt (exclusive of (a)
Debt owed to the Company or any Subsidiary and (b) any
guarantee that has a provision substantially similar to
this provision such that by its terms it will be
automatically released and discharged simultaneously with
the release and discharge of the Guarantee), the
Guarantee shall be terminated, and Article Fourteen of
the Indenture shall not apply to the Notes; provided
further that if the Guarantor subsequently incurs any
Debt (exclusive of Debt owed to the Company or any
Subsidiary), the Guarantee shall automatically be
reinstated while any such Debt is outstanding. In
connection with each such reinstatement, the Guarantor
will promptly execute and deliver and cause to be
executed and delivered to the Trustee any and all
certificates, opinions, instruments, agreements and
documents, and to take all such other actions, that may
be requested by or on behalf of the Trustee to better
evidence the reinstatement of the Guarantee and the
Guarantor’s obligations set forth under Article Fourteen
of the Indenture; provided however, that neither the
failure or delay of the Trustee to request any such






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	 	certificates, opinions, instruments, agreements or
documents nor the failure of the Guarantor to execute or
deliver or the delay in the execution or delivery of any
of same will in any manner whatsoever reduce, diminish,
delay or otherwise alter the Guarantor’s obligations
under the Guarantee, or prejudice, impair or otherwise
adversely effect the rights, benefits or remedies of the
Trustee or any Holders under or with respect to the
Guarantee, which Guarantee in each case shall
automatically arise and be in effect upon the Guarantor
incurring any Debt (exclusive of Debt owed to the Company
or any Subsidiary), without the necessity of any further
act or deed.
	 
	 	 
	Global Securities

	 	The Notes shall be issued as a Global Security. The
Depository Trust Company shall be the Depository.
	 
	 	 
	Events of Default

	 	In addition to the Events of Default specified in Section
5.1 of the Indenture, the following additional Event of
Default shall apply with respect to the Notes:
	 
	 

	 	“the acceleration of the maturity of any indebtedness for
borrowed money of the Company or any Subsidiary (other
than the Notes or any Non-Recourse Indebtedness) having
an aggregate principal amount outstanding in excess of
$100,000,000, if such acceleration is not rescinded or
annulled, or such indebtedness shall not have been
discharged, within 15 days after written notice thereof
to the Company.”
	 
	 	 
	 

	 	“Non-Recourse Indebtedness” shall mean indebtedness of
the Company or any Subsidiary in respect of which the
recourse of the holder of such indebtedness, whether
direct or indirect and whether contingent or otherwise,
is effectively limited to specified assets, and with
respect to which neither the Company nor any Subsidiary
provides any credit support.
	 
	 	 
	Settlement

	 	Payments in respect of principal of and interest on the
Notes shall be made by the Company in immediately
available funds.
	 
	 	 
	Form of Notes

	 	Attached as Annex A, and incorporated herein by reference.






          1. I have read Sections 1.3, 1.4, 2.1, 2.2, 2.3 and 3.1 of the Indenture and the definitions
in the Indenture relating thereto.




          2. The statements made herein are based either upon my personal knowledge or on information,
data and reports furnished to me by the officers, counsel or employees of the Company and the
Guarantor who have knowledge of the relevant facts.




          3. In my opinion, I have made such examination or investigation as is necessary to enable me
to express an informed opinion as to whether or not all conditions




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provided for in the Indenture with respect to the determination of the terms of the Notes and
the form thereof, and the authentication and delivery of the Notes, have been complied with.




          4. In my opinion, all conditions precedent to the determination of the terms and form of the
Notes and to the authentication by the Trustee of $600,000,000 principal amount thereof have been
complied with and such Notes may be delivered in accordance with the Indenture.




          Capitalized terms not otherwise defined herein have the meaning provided in the Indenture.




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          IN WITNESS WHEREOF, I have hereunto signed my name this 7th day of August, 2006.




	 	 	 	 	 
	 	 	 
	 	                                              /s/ BURT M. MARTIN
 	 
	 	Burt M. Martin 	 
	 	Senior Vice President

Weatherford International Ltd. 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                              /s/ BURT M. MARTIN
 	 
	 	Burt M. Martin 	 
	 	Senior Vice President

Weatherford International, Inc. 	 




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