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                                                                    EXHIBIT 10.1

EXECUTION COPY





                                 $1,050,000,000


                         WEATHERFORD INTERNATIONAL, INC.



               ZERO COUPON CONVERTIBLE SENIOR DEBENTURES DUE 2020



                               PURCHASE AGREEMENT








June 26, 2000


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                                                                   June 26, 2000

Morgan Stanley & Co. Incorporated
   1585 Broadway
   New York, New York 10036

Dear Sirs and Mesdames:

     Weatherford International, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to you as the sole purchaser named in Schedule I
hereto (the "INITIAL PURCHASER") $910,000,000 principal amount of its Zero
Coupon Convertible Senior Debentures due 2020 (the "FIRM SECURITIES") to be
issued pursuant to the provisions of an Indenture dated as of May 17, 1996, as
amended by that First Supplemental Indenture dated and effective as of May 27,
1998, as further amended by that Second Supplemental Indenture dated and
effective as of June 30, 2000 (collectively, the "INDENTURE") between the
Company (or its purchasers) and Bank of New York, as Trustee (the "TRUSTEE").
The Company also proposes to issue and sell to the INITIAL PURCHASER not more
than an additional $140,000,000 principal amount of its Zero Coupon Convertible
Senior Debentures due 2020 (the "ADDITIONAL SECURITIES") if and to the extent
that you, as the sole Manager of the offering, shall have determined to
exercise, on behalf of yourself as the INITIAL PURCHASER, the right to purchase
such Zero Coupon Convertible Senior Debentures granted to the INITIAL PURCHASER
in Section 2 hereof. The Firm Securities and the Additional Securities are
hereinafter collectively referred to as the "SECURITIES". The Securities will be
convertible into shares of the Company's common stock, par value $1.00 per share
(the "COMMON STOCK" or the "UNDERLYING SECURITIES").

     The Securities and the Underlying Securities will be offered without being
registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"),
to qualified institutional buyers in compliance with the exemption from
registration provided by Rule 144A under the Securities Act.

     The Initial Purchaser and its direct and indirect transferees will be
entitled to the benefits of a Registration Rights Agreement dated the date
hereof between the Company and the Initial Purchaser (the "REGISTRATION RIGHTS
AGREEMENT").

     In connection with the sale of the Securities, the Company has prepared a
final offering memorandum (the "MEMORANDUM") including or incorporating by
reference a description of the terms of the Securities and the Underlying
Securities, the terms of the offering and a description of the Company. As used
herein, the term "Memorandum" shall include in each case the documents


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incorporated by reference therein. The terms "SUPPLEMENT", "AMENDMENT" and
"AMEND" as used herein with respect to the Memorandum shall include all
documents deemed to be incorporated by reference in the Memorandum that are
filed subsequent to the date of the Memorandum with the Securities and Exchange
Commission (the "COMMISSION") pursuant to the Securities Exchange Act of 1934,
as amended (the "EXCHANGE ACT").

     1. Representations and Warranties. The Company represents and warrants to,
and agrees with, you that:

      (a) (i) Each document, if any, filed or to be filed pursuant to the
     Exchange Act and incorporated by reference in this Memorandum complied or
     will comply when so filed in all material respects with the Exchange Act
     and the applicable rules and regulations of the Commission thereunder and
     (ii) the Memorandum does not contain any untrue statement of a material
     fact or omit to state a material fact necessary to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading, except that the representations and warranties set forth in
     this paragraph do not apply to statements or omissions in the Memorandum
     based upon information relating to the Initial Purchaser furnished to the
     Company in writing by you expressly for use therein.

      (b) The Company has been duly incorporated, is validly existing as a
     corporation in good standing under the laws of the State of Delaware, with
     full corporate power and authority to own, lease and operate its properties
     and to conduct its business as described in the Memorandum, and is duly
     registered and qualified to transact business and is in good standing in
     each jurisdiction, domestic or foreign, in which the conduct of its
     business or its ownership or leasing of property requires such registration
     or qualification, except to the extent that the failure to be so registered
     or qualified or be in good standing would not have a material adverse
     effect on the business, financial condition or results of operations of the
     Company and its Subsidiaries (as defined below), taken as a whole
     ("MATERIAL ADVERSE EFFECT").

      (c) Each subsidiary of the Company that is a corporation has been duly
     incorporated, is validly existing as a corporation in good standing under
     the laws of the jurisdiction of its incorporation, with full corporate
     power and authority to own, lease and operate its property and to conduct
     its business as described in the Memorandum, and is duly registered or
     qualified to transact business and is in good standing in each
     jurisdiction, domestic or foreign, in which the conduct of its business or
     its ownership or leasing of property requires such registration or
     qualification, except to


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     the extent that the failure to be so qualified or be in good standing would
     not have a Material Adverse Effect. Each subsidiary that is not a
     corporation is duly organized, validly existing and in good standing in the
     jurisdiction of its organization, with full authority to own, lease and
     operate its properties and conduct its business as described in the
     Memorandum, and is duly registered or qualified to do business and is in
     good standing in each jurisdiction, domestic or foreign, in which such
     registration or qualification or good standing is required to conduct its
     business (whether by reason of the ownership or leasing of property, the
     conduct of its business or otherwise), except where the failure so to
     register or qualify or be in good standing would not have a Material
     Adverse Effect. All of the issued and outstanding shares of capital stock
     of each wholly-owned subsidiary, and all of the issued and outstanding
     shares of capital stock held or owned by the Company of each subsidiary of
     the Company that is not a wholly-owned subsidiary, have been duly
     authorized and validly issued, are fully paid and non-assessable and are
     owned by the Company, or indirectly through one of its subsidiaries, free
     and clear of any lien, adverse claim, security interest or other
     encumbrance, except for such encumbrances individually or in the aggregate
     that do not and would not have a Material Adverse Effect.

      (d) This Agreement has been duly authorized, executed and delivered by the
     Company.

      (e) The authorized capital stock of the Company conforms as to legal
     matters to the description thereof contained in or incorporated by
     reference into the Memorandum.

      (f) The shares of Common Stock outstanding on the date hereof have been
     duly authorized and are validly issued, fully paid and non-assessable.

      (g) The Securities have been duly and validly authorized and, when
     executed, authenticated, issued and delivered in accordance with the
     provisions of the Indenture and delivered to and paid for by the Initial
     Purchaser in accordance with the terms of this Agreement, will be validly
     issued and delivered, and will constitute legal, valid and binding
     obligations of the Company, enforceable against the Company in accordance
     with their terms, and will be entitled to the benefits of the Indenture and
     the Registration Rights Agreement pursuant to which such Securities are to
     be issued, except (i) as enforcement thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium, fraudulent conveyance or other
     similar laws relating to or affecting the enforcement of creditors' rights
     generally and (ii) that the remedy of specific performance and injunctive
     and other forms of equitable relief


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     may be subject to certain equitable defenses and to the discretion of the
     court before which any proceedings therefor may be brought. The Securities,
     when issued and delivered, will conform, in all material respects, to the
     description thereof in the Memorandum.

      (h) The Underlying Securities reserved for issuance upon conversion of the
     Securities have been duly authorized and reserved for issuance and, when
     issued upon conversion of the Securities in accordance with the terms of
     the Indenture and the Securities, will be validly issued, fully paid and
     non-assessable, and the issuance of the Underlying Securities will not be
     subject to any preemptive or similar rights.

      (i) The Indenture has been duly and validly authorized and, when duly
     executed by the proper officers of the Company and delivered by the Company
     (assuming the due execution and delivery thereof by the Trustee), will
     constitute a legal, valid and binding agreement on the part of the Company
     enforceable against it in accordance with its terms, except (i) as
     enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization, moratorium, fraudulent conveyance or other similar laws
     relating to or affecting the enforcement of creditors' rights generally and
     (ii) that the remedy of specific performance and injunctive and other forms
     of equitable relief may be subject to certain equitable defenses and to the
     discretion of the court before which any proceedings therefor may be
     brought. The Indenture will be substantially in the form heretofore
     delivered to the Initial Purchaser.

      (j) The Registration Rights Agreement has been duly authorized, and, when
     duly executed by the proper officers of the company and delivered by the
     company (assuming due execution and delivery thereof by the Initial
     Purchaser), will constitute a legal, valid and binding agreement of the
     company, enforceable against the Company in accordance with its terms,
     except (i) as enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization, moratorium, fraudulent conveyance or other laws relating to
     or affecting creditors' rights generally, (ii) that the remedy of specific
     performance and injunctive and other forms of equitable relief may be
     subject to certain equitable defenses and to the discretion of the court
     before which any proceedings therefore may be brought and (iii) as rights
     to indemnity and contribution under the Registration Rights Agreement may
     be limited by applicable securities laws or the policies underlying such
     laws. The Registration Rights Agreement will be substantially in the form
     heretofore delivered to the Initial Purchaser.

      (k) The execution and delivery by the Company of, and the performance by
     the Company of its obligations under, this Agreement, the Indenture,


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     the Securities and the Registration Rights Agreement does not and will not
     (i) require any consent, approval, authorization or other order of, or
     registration or filing with, any court, regulatory body, administrative
     agency or other governmental body, agency or official (except such as may
     be required by the securities or Blue Sky laws of the various states and
     other jurisdictions, domestic or foreign, in connection with the offer and
     sale of the Securities and by Federal, state and foreign securities laws
     with respect to the Company's obligations under the Registration Rights
     Agreement), (ii) conflict with or constitute a breach of, or a default
     under, the certificate or articles of incorporation, bylaws or other
     organizational documents of the Company or any of its subsidiaries or (iii)
     conflict with or constitute a breach of, or a default under, any agreement,
     indenture, lease or other instrument to which the Company or any of its
     subsidiaries is a party or by which any of them or any of their respective
     properties may be bound, or violate any law, administrative regulation or
     court or governmental decree applicable to the Company or any of its
     subsidiaries, or result in the creation or imposition of any lien, charge
     or encumbrance upon any property or assets of the Company or any of its
     subsidiaries pursuant to the terms of any agreement or instrument to which
     any of them is a party or by which any of them may be bound or to which any
     of the property or assets of any of them is subject which consent,
     approval, authorization or order, if not obtained, would, or conflict,
     default, violation, creation or imposition would, for purposes of clauses
     (i) and (iii) only, either individually or in the aggregate, have a
     Material Adverse Effect.

      (l) Since the respective dates as of which information is given in the
     Memorandum, except as otherwise stated therein, (i) there has been no
     Material Adverse Change (as defined below) and no development that could
     reasonably be expected to have a Material Adverse Change, (ii) there have
     not been any transactions entered into by the Company or any of its
     subsidiaries, other than those in the ordinary course of business, which
     are material to the Company and its subsidiaries taken as a whole, (iii)
     there has been no dividend or distribution of any kind declared, paid or
     made by the Company on any class of its capital stock and (iv) there has
     not been any material change in the capital stock or material increase in
     the short-term or long-terms debt of the Company and its subsidiaries taken
     as a whole.

      (m) Neither the Company nor any of its subsidiaries designated as a
     Significant Subsidiary on Schedule II hereto is in violation of its
     certificate or articles of incorporation, by-laws or other organizational
     documents. Neither the Company nor any of its subsidiaries is in violation
     of any law, ordinance, administrative or governmental rule or regulation


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     applicable to the Company or any of its subsidiaries or of any judgment,
     order or decree of any court or governmental agency or body or of any
     arbitrator having jurisdiction over the Company or any of its subsidiaries,
     or in default in the performance of any obligation, agreement or condition
     contained in any bond, debenture, note or any of their respective
     properties may be bound, which violations or defaults would, either
     individually or in the aggregate, have a Material Adverse Effect.

      (n) There is no action, suit or proceeding before or by any court or
     governmental agency or body, domestic or foreign, now pending or, to the
     knowledge of the Company, threatened against the Company or its
     subsidiaries which, considered singly or in the aggregate, may reasonably
     be expected to result in any material adverse change in business, financial
     condition or results of operations of the Company and its subsidiaries,
     taken as a whole (a "MATERIAL ADVERSE CHANGE"), or may reasonably be
     expected to materially adversely affect the power or ability of the Company
     to perform its obligations under this Agreement, the Indenture, the
     Registration Rights Agreement or the Securities or to consummate the
     transactions contemplated by the Memorandum.

      (o) Each of the Company and its subsidiaries has such material permits,
     licenses, franchise and authorizations of governmental or regulatory
     authorities ("PERMITS") as are necessary to own its respective properties
     and to conduct its business in the manner described in the Memorandum,
     subject in each case to such qualifications as may be set forth in the
     Memorandum and except where the failure to have such permits would not have
     a Material Adverse Effect; each of the Company and its subsidiaries has
     fulfilled and performed all its material obligations with respect to such
     permits, and no event has occurred which allows, or after notice or lapse
     of time or both would allow, revocation or termination thereof or which may
     result in any other material impairment of the rights of the holder of any
     such permits, subject in each case to such qualifications as may be set
     forth in the Memorandum and except where the failure so to fulfill or
     perform or the occurrence of such an event would not have a Material
     Adverse Effect; and except as described in the Memorandum, none of such
     permits contains any restriction that is materially burdensome to the
     Company and its subsidiaries taken as a whole.

      (p) The Company is not, and after giving effect to the offering and sale
     of the Securities or the Underlying Securities and the application of the
     proceeds thereof as described in the Memorandum will not be (i) an
     "investment company" within the meaning of the Investment Company Act of
     1940, as amended (the "1940 ACT") or (ii) a "holding company" or


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     a "subsidiary company" or an "affiliate" of a holding company within the
     meaning of the Public Utility Holding Company Act of 1935, as amended (the
     "HOLDING COMPANY ACT").

      (q) Neither the Company nor any affiliate (as such term is defined in Rule
     501(b) of Regulation D under the Securities Act, an "AFFILIATE") of the
     Company directly, or through any agent, (i) has sold, offered for sale,
     solicited offers to buy or otherwise negotiated, and will not directly or
     indirectly sell, offer for sale, solicit offers to buy or otherwise
     negotiate, in respect of, the securities any other security (as defined in
     the Securities Act) which is or will be integrated with the sale of the
     Securities, in a manner that would require the registration of the
     Securities under the Securities Act or (ii) has engaged in any form of
     general solicitation or general advertising in connection with the offering
     of the Securities, (as those terms are used in Regulation D under the
     Securities Act) or in any manner involving a public offering within the
     meaning of Section 4(2) of the Securities Act.

      (r) Assuming (i) that your representations and warranties in Section 7
     hereof are true, (ii) your compliance with the covenants set forth in
     Section 7 hereof and (iii) that each person to whom you offer, sell or
     deliver the Securities is a Qualified Institutional Buyer the purchase and
     sale of the Securities pursuant hereto (including your proposed offering of
     the Securities on the terms and in the manner set forth in the Memorandum
     and Section 3 hereof) are exempt from the registration requirements of the
     Securities Act and do not require the qualification of the Indenture in
     respect of the Securities under the Trust Indenture Act of 1939, as amended
     (the "1939 ACT").

      (s) The Securities satisfy the requirements set forth in Rule 144A(d)(3)
     under the Securities Act.

      (t) Arthur Andersen LLP, who have certified the financial statements of
     the Company included in or incorporated by reference into the Memorandum
     (or any amendment or supplement thereto), are independent public
     accountants within the meaning of the Securities Act and the rules and
     regulations thereunder.

      (u) The historical consolidated financial statements included or
     incorporated by reference in the Memorandum present fairly in all material
     respects the financial position of the Company and its consolidated
     subsidiaries as of the dates shown and their results of operations and cash
     flows for the periods shown, and such financial


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     statements have been prepared in conformity with the generally accepted
     accounting principles in the United States applied on a consistent basis.

      (v) The shares of Common Stock issuable upon conversion of the Securities
     will at Closing be listed on the New York Stock Exchange ("NYSE"), subject
     to notice of issuance.

      (w) Neither the filing of the Registration Statement nor the offer and
     sale of the Securities as contemplated by the Agreement give rise to any
     rights for or relating to the registration of shares of Common Stock or
     other securities of the Company.

     2. Agreements to Sell and Purchase. The Company hereby agrees to sell to
the Initial Purchaser, and the Initial Purchaser, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, to purchase from the Company the principal amount of
Firm Securities set forth in Schedule I hereto opposite its name at a purchase
price of 55.126% of the principal amount thereof (the "PURCHASE PRICE") plus
accrued interest, if any, to the Closing Date.

     On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to sell
to the Initial Purchaser the Additional Securities, and the Initial Purchaser
shall have a one-time right to purchase up to $140,000,000 principal amount of
Additional Securities at the Purchase Price plus accrued interest, if any, to
the date of payment and delivery. If you elect to exercise such option, you
shall so notify the Company in writing not later than 30 days after the date of
this Agreement, which notice shall specify the principal amount of Additional
Securities to be purchased by the Initial Purchaser and the date on which such
Additional Securities are to be purchased. Such date may be the same as the
Closing Date but not earlier than the Closing Date nor later than ten business
days after the date of such notice. Additional Securities may be purchased as
provided in Section 4 solely for the purpose of covering over-allotments made in
connection with the offering of the Firm Securities

     The Company hereby agrees that, without the prior written consent of Morgan
Stanley & Co. Incorporated as the Initial Purchaser, it will not, during the
period ending 90 days after the date of the Memorandum, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of common
stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Common Stock,


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whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Common Stock or such other securities, in cash or
otherwise. The foregoing sentence shall not apply to (A) the sale of the
Securities under this Agreement, (B) the issuance by the Company of any shares
of Common Stock upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof of which the Initial Purchaser has been
advised in writing, (C) options or issuance of stock upon the exercise of
outstanding stock options or under the terms of the Company's stock option and
employee benefit plans or (D) the issuance of shares of Common Stock or
securities convertible or exchangeable into shares of Common Stock as
consideration to a seller or sellers in connection with any acquisition of a
company or business.

     The Company hereby agrees that, without the prior written consent of Morgan
Stanley & Co. Incorporated as the Initial Purchaser, it will not, during the
period beginning on the date hereof and continuing to and including the Closing
Date, offer, sell, contract to sell or otherwise dispose of any debt of the
Company or warrants to purchase debt of the Company substantially similar to the
Securities (other than the sale of the Securities under this Agreement).

     The Company hereby agrees that it will cause each of its directors and
executive officers to enter into separate "lock-up" agreements, each
substantially in the form of Exhibit A hereto, relating to sales and certain
dispositions of shares of Common Stock or any securities convertible into or
exercisable or exchangeable for such Common Stock and the exercise of
registration rights with respect thereto (the "LOCK-UP AGREEMENTS").

     3. Terms of Offering. You have advised the Company that the Initial
Purchaser will make an offering of the Securities purchased by the Initial
Purchaser hereunder on the terms to be set forth in the Memorandum as soon as
practicable after this Agreement is entered into as in your judgment is
advisable.

     4. Payment and Delivery. Payment for the Firm Securities shall be made to
the Company in Federal or other funds immediately available in New York City
against delivery of such Firm Securities for the account of the Initial
Purchaser at 10:00 a.m., New York City time, on June 30, 2000, or at such other
time on the same or such other date, not later than July 7, 2000, as shall be
designated in writing by you. The time and date of such payment are hereinafter
referred to as the "CLOSING DATE".

     Payment for any Additional Securities shall be made to the Company in
Federal or other funds immediately available in New York City against delivery
of such Additional Securities for the accounts of the Initial Purchaser at 10:00
a.m., New York City time, on the date specified in the notice described in
Section 2 or at such other time on the same or on such other date, in any event
not later


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than seven full business days after such specified date as shall be designated
in writing by you. The time and date of such payment are hereinafter referred to
as the "OPTION CLOSING DATE."

     Certificates for the Firm Securities and Additional Securities shall be in
definitive form or global form, as specified by you, and registered in such
names and in such denominations as you shall request in writing not later than
one full business day prior to the Closing Date or the Option Closing Date, as
the case may be. The certificates evidencing the Firm Securities and Additional
Securities shall be delivered to you on the Closing Date or the Option Closing
Date, as the case may be, for the account of the Initial Purchaser, with any
transfer taxes payable in connection with the transfer of the Securities to the
Initial Purchaser duly paid, against payment of the Purchase Price therefor plus
accrued interest, if any, to the date of payment and delivery.

     5. Conditions to the Initial Purchaser's Obligations. The obligations of
the Initial Purchaser to purchase and pay for the Firm Securities on the Closing
Date are subject to the following conditions:

      (a) Subsequent to the execution and delivery of this Agreement and prior
     to the Closing Date:

               (i) there shall not have occurred any downgrading, nor shall any
          notice have been given of any intended or potential downgrading or of
          any review for a possible change that does not indicate the direction
          of the possible change, in the rating accorded any of the Company's
          securities by any "nationally recognized statistical rating
          organization," as such term is defined for purposes of Rule 436(g)(2)
          under the Securities Act; and

               (ii) there shall not have occurred any change, or any development
          involving a prospective change, in the condition, financial or
          otherwise, or in the earnings, business or operations of the Company
          and its subsidiaries, taken as a whole, from that set forth in the
          Memorandum (exclusive of any amendments or supplements thereto
          subsequent to the date of this Agreement) that, in your judgment, is
          material and adverse and that makes it, in your judgment,
          impracticable to market the Securities on the terms and in the manner
          contemplated in the Memorandum.

      (b) The Initial Purchaser shall have received on the Closing Date a
     certificate, dated the Closing Date and signed by an executive officer of
     the Company, to the effect set forth in Section 5(a)(i) and to the effect
     that the representations and warranties of the Company contained in this


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     Agreement are true and correct as of the Closing Date and that the Company
     has complied with all of the agreements and satisfied all of the conditions
     on its part to be performed or satisfied hereunder on or before the Closing
     Date.

          The officer signing and delivering such certificate may rely upon the
     best of his or her knowledge as to proceedings threatened.

      (c) The Initial Purchaser shall have received on the Closing Date the
     opinions of Fulbright & Jaworski L.L.P., counsel for the Company, or to the
     extent permitted by the Initial Purchaser, the Vice President - Legal of
     the Company, dated the Closing Date, to the effect set forth in Exhibit B.
     Such opinion(s) shall be rendered to the Initial Purchaser at the request
     of the Company and shall so state therein.

      (d) The Initial Purchaser shall have received on the Closing Date an
     opinion of Andrews & Kurth L.L.P., counsel for the Initial Purchaser, dated
     the Closing Date, to the effect set forth in Exhibit C.

      (e) The Initial Purchaser shall have received on each of the date hereof
     and the Closing Date a letter, dated the date hereof or the Closing Date,
     as the case may be, in form and substance satisfactory to the Initial
     Purchaser, from Arthur Andersen LLP, independent public accountants,
     containing statements and information of the type ordinarily included in
     accountants' "comfort letters" to underwriters with respect to the
     financial statements and certain financial information contained in or
     incorporated by reference into the Memorandum; provided that the letter
     delivered on the Closing Date shall use a "cut-off date" not earlier than
     the date hereof.

      (f) The Lock-Up Agreements, each substantially in the form of Exhibit A
     hereto, between you and certain shareholders, officers and directors of the
     Company relating to sales and certain other dispositions of shares of
     Common Stock or certain other securities, delivered to you or dated as of
     on or before the date hereof, shall be in full force and effect on the
     Closing Date.

     The several obligations of the Initial Purchaser to purchase Additional
Securities hereunder are subject to the delivery to you on the Option Closing
Date of such documents as you may reasonably request with respect to the good
standing of the Company, the due authorization and issuance of the Additional
Securities and other matters related to the issuance of the Additional
Securities.


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     6. Covenants of the Company. In further consideration of the agreements of
the Initial Purchaser contained in this Agreement, the Company covenants with
each Initial Purchaser as follows:

      (a) To furnish to you in New York City, without charge, prior to 10:00
     a.m. New York City time on the second business day next succeeding the date
     of this Agreement and during the period mentioned in Section 6(c), as many
     copies of the Memorandum, and, as promptly as practicable, as many copies
     of any documents incorporated by reference therein and any supplements and
     amendments thereto as you may reasonably request.

      (b) Before amending or supplementing either Memorandum, to furnish to you
     a copy of each such proposed amendment or supplement and not to use any
     such proposed amendment or supplement to which you reasonably object.

      (c) If, during such period after the date hereof and prior to the date on
     which all of the Securities shall have been sold by the Initial Purchaser,
     any event shall occur or condition exist as a result of which it is
     necessary to amend or supplement the Memorandum in order to make the
     statements therein, in the light of the circumstances when the Memorandum
     is delivered to a purchaser, not misleading, or if, in the opinion of
     counsel for the Initial Purchaser, it is necessary to amend or supplement
     the Memorandum to comply with applicable law, forthwith to prepare and
     furnish, at its own expense, to the Initial Purchaser, either amendments or
     supplements to the Memorandum so that the statements in the Memorandum as
     so amended or supplemented will not, in the light of the circumstances when
     the Memorandum is delivered to a purchaser, be misleading or so that the
     Memorandum, as amended or supplemented, will comply with applicable law.

      (d) To endeavor to qualify the Securities for offer and sale under the
     securities or Blue Sky laws of such jurisdictions as you shall reasonably
     request; provided, that the Company will not be obligated to qualify as a
     foreign corporation in any jurisdiction in which it is not now so qualified
     or file a general consent to service of process in any jurisdiction or
     subject itself to income taxes in any jurisdiction in which it is not so
     subject.

      (e) Whether or not the transactions contemplated in this Agreement are
     consummated or this Agreement is terminated, to pay or cause to be paid all
     expenses incident to the performance of its obligations under this
     Agreement, including: (i) the fees, disbursements and expenses of the
     Company's counsel and the Company's accountants in connection with the
     issuance and sale of the Securities and all other fees or expenses in


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     connection with the preparation of each Memorandum and all amendments and
     supplements thereto, including all printing costs associated therewith, and
     the delivering of copies thereof to the Initial Purchaser, in the
     quantities herein above specified, (ii) all costs and expenses related to
     the transfer and delivery of the Securities to the Initial Purchaser,
     including any transfer or other taxes payable thereon, (iii) the cost of
     printing or producing any Blue Sky or legal investment memorandum in
     connection with the offer and sale of the Securities under state securities
     laws and all expenses in connection with the qualification of the
     Securities for offer and sale under state securities laws as provided in
     Section 6(d) hereof, including filing fees and the reasonable fees and
     disbursements of counsel for the Initial Purchaser in connection with such
     qualification and in connection with the Blue Sky or legal investment
     memorandum, (iv) any fees charged by rating agencies for the rating of the
     Securities, (v) all document production charges and expenses of counsel to
     the Initial Purchaser (but not including their fees for professional
     services) in connection with the preparation of this Agreement, (vi) the
     fees and expenses, if any, incurred in connection with the admission of the
     Securities for trading in PORTAL or any appropriate market system, (vii)
     the costs and charges of the Trustee and any transfer agent, registrar or
     depositary, (viii) the cost of the preparation, issuance and delivery of
     the Securities, (ix) the costs and expenses of the Company relating to
     investor presentations on any "road show" undertaken in connection with the
     marketing of the offering of the Securities, including, without limitation,
     expenses associated with the production of road show slides and graphics,
     fees and expenses of any consultants engaged in connection with the road
     show presentations with the prior approval of the Company, travel and
     lodging expenses of the representatives and officers of the Company and any
     such consultants, and the cost of any aircraft chartered in connection with
     the road show, and (x) all other cost and expenses incident to the
     performance of the obligations of the Company hereunder for which provision
     is not otherwise made in this Section. It is understood, however, that
     except as provided in this Section, Section 8, and the last paragraph of
     Section 10, the Initial Purchaser will pay all of their costs and expenses,
     including fees and disbursements of their counsel, transfer taxes payable
     on resale of any of the Securities by them and any advertising expenses
     connected with any offers they may make.

      (f) Neither the Company nor any Affiliate will sell, offer for sale or
     solicit offers to buy or otherwise negotiate in respect of any security (as
     defined in the Securities Act) which could be integrated with the sale of
     the Securities in a manner which would require the registration under the
     Securities Act of the Securities.


                                       14
<PAGE>   15


      (g) Not to solicit any offer to buy or offer or sell the Securities or the
     Underlying Securities by means of any form of general solicitation or
     general advertising (as those terms are used in Regulation D under the
     Securities Act) or in any manner involving a public offering within the
     meaning of Section 4(2) of the Securities Act.

      (h) While any of the Securities or the Underlying Securities remain
     "restricted securities" within the meaning of the Securities Act, to make
     available, upon request, to any seller of such Securities the information
     specified in Rule 144A(d)(4) under the Securities Act, unless the Company
     is then subject to Section 13 or 15(d) of the Exchange Act.

      (i) During the period of two years after the Closing Date or the Option
     Closing Date, if later, the Company will not, and will permit any of its
     affiliates (as defined in Rule 144 under the Securities Act) to resell any
     of the Securities or the Underlying Securities which constitute "restricted
     securities" under Rule 144 that have been reacquired by any of them.

      (j) At the time of the effectiveness of any registration of Securities
     pursuant to the Registration Rights Agreement, or at such earlier time as
     may be so required, to qualify the Indenture under the 1939 Act.

     7. Offering of Securities; Restrictions on Transfer. (a) The Initial
Purchaser represents and warrants that it is a qualified institutional buyer as
defined in Rule 144A under the Securities Act (a "QIB"). The Initial Purchaser
agrees with the Company that (i) it will not solicit offers for, or offer or
sell, such Securities by any form of general solicitation or general advertising
(as those terms are used in Regulation D under the Securities Act) or in any
manner involving a public offering within the meaning of Section 4(2) of the
Securities Act and (ii) it will solicit offers for such Securities only from,
and will offer such Securities only to, persons that it reasonably believes to
be QIBs.

     8. Indemnity and Contribution. (a) The Company agrees to indemnify and hold
harmless the Initial Purchaser and each person, if any, who controls the Initial
Purchaser within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in either Memorandum (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto), or
caused by any omission or alleged omission to state therein a material fact
necessary to make the statements therein in the light of the circumstances under
which they were made not misleading, except insofar as such losses, claims,


                                       15
<PAGE>   16


damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to the
Initial Purchaser furnished to the Company in writing by the Initial Purchaser
expressly for use therein.

     (b) The Initial Purchaser agrees to indemnify and hold harmless the
Company, its directors, its officers and each person, if any, who controls the
Company within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act to the same extent as the foregoing indemnity from the
Company to the Initial Purchaser, but only with reference to information
relating to the Initial Purchaser furnished to the Company in writing by the
Initial Purchaser expressly for use in either Memorandum or any amendments or
supplements thereto.

     (c) In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant to Section 8(a) or 8(b), such person (the "INDEMNIFIED PARTY") shall
promptly notify the person against whom such indemnity may be sought (the
"INDEMNIFYING PARTY") in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by Morgan Stanley & Co. Incorporated, in the case of
parties indemnified pursuant to Section 8(a), and by the Company, in the case of
parties indemnified pursuant to Section 8(b). The indemnifying party shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the


                                       16
<PAGE>   17


indemnified party for fees and expenses of counsel as contemplated by the second
and third sentences of this paragraph, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 90 days after
receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement unless the reasonableness
of such fees and expenses is being challenged in good faith by the indemnifying
party. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.

     (d) To the extent the indemnification provided for in Section 8(a) or 8(b)
is unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each indemnifying party
under such paragraph, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Initial Purchaser on the other hand from the offering of the
Securities or (ii) if the allocation provided by clause 8(d)(i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause 8(d)(i) above but also the
relative fault of the Company on the one hand and of the Initial Purchaser on
the other hand in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Initial Purchaser on the other hand in connection with the
offering of the Securities shall be deemed to be in the same respective
proportions as the net proceeds from the offering of the Securities (before
deducting expenses) received by the Company and the total discounts and
commissions received by the Initial Purchaser, in each case as set forth in the
Memorandum, bear to the aggregate offering price of the Securities. The relative
fault of the Company on the one hand and of the Initial Purchaser on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Initial Purchaser and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.


                                       17
<PAGE>   18


     (e) The Company and the Initial Purchaser agree that it would not be just
or equitable if contribution pursuant to this Section 8 were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in Section 8(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in Section 8(d) shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8, the Initial
Purchaser shall not be required to contribute any amount in excess of the amount
by which the total price at which the Securities resold by it in the initial
placement of such Securities were offered to investors exceeds the amount of any
damages that the Initial Purchaser has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The remedies provided
for in this Section 8 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any indemnified party at law or in
equity.

     (f) The indemnity and contribution provisions contained in this Section 8
and the representations, warranties and other statements of the Company
contained in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made
by or on behalf of the Initial Purchaser or any person controlling the Initial
Purchaser or by or on behalf of the Company, its officers or directors or any
person controlling the Company and (iii) acceptance of and payment for any of
the Securities.

     9. Termination. This Agreement shall be subject to termination by notice
given by you to the Company, if (a) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on or by, as the case may be, any of the New
York Stock Exchange, the American Stock Exchange, the National Association of
Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse and (b) in the case of any of
the events specified in clauses 9(a)(i) through 9(a)(iv), such event, singly or
together with


                                       18
<PAGE>   19


any other such event, makes it, in your judgment, impracticable to market the
Securities on the terms and in the manner contemplated in the Memorandum.

     10. Effectiveness; Defaulting Initial Purchaser. This Agreement shall
become effective upon the execution and delivery hereof by the parties hereto.

     If this Agreement shall be terminated by the Initial Purchaser because of
any failure or refusal on the part of the Company to comply with the terms or to
fulfill any of the conditions of this Agreement, or if for any reason the
Company shall be unable to perform its obligations under this Agreement, the
Company will reimburse the Initial Purchaser, for all out-of-pocket expenses
(including the fees and disbursements of their counsel) reasonably incurred by
the Initial Purchaser in connection with this Agreement or the offering
contemplated hereunder.



                                       19
<PAGE>   20


     11. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     12. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

     13. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

                                         Very truly yours,

                                         Weatherford International, Inc.

                                         By: /s/ CURTIS W. HUFF
                                             -----------------------------------
                                             Name:  Curtis W. Huff
                                             Title: Executive Vice President,
                                                    Chief Financial Officer,
                                                    General Counsel and
                                                    Secretary

Accepted as of the date hereof


Morgan Stanley & Co. Incorporated

Acting on behalf of itself as
    the sole Initial Purchaser named in
    Schedule I hereto.

    By:  Morgan Stanley & Co. Incorporated

    By: /s/ STEVEN TRAUBER
        -----------------------------------
    Name:  Steven Trauber
    Title: Vice President


                                       20
<PAGE>   21


                                                                      SCHEDULE I

<TABLE>
<CAPTION>
                                                 PRINCIPAL AMOUNT OF FIRM
        INITIAL PURCHASER                       SECURITIES TO BE PURCHASED
        -----------------                       --------------------------
        [IMPORT OMITTED]                             [IMPORT OMITTED]
<S>                                             <C>

</TABLE>




Morgan Stanley & Co. Incorporated                     $910,000,000
                                                       -----------

Total:                                                $910,000,000
                                                       ===========

Total:


<PAGE>   22


     SCHEDULE II

           SIGNIFICANT SUBSIDIARIES OF WEATHERFORD INTERNATIONAL, INC.

ENTERRA COMPRESSION COMPANY                                          - DELAWARE
WEATHERFORD ARTIFICIAL LIFT SYSTEMS, INC.                            - DELAWARE
WEATHERFORD ENTERRA COMPRESSION COMPANY, L.P.                        - DELAWARE
WEATHERFORD U.S., L.P.                                               - LOUISIANA
WEATHERFORD/LAMB, INC.                                               - DELAWARE


<PAGE>   23


                                                                       EXHIBIT A

                            [FORM OF LOCK-UP LETTER]


                            June 26, 2000



Morgan Stanley & Co. Incorporated
   1585 Broadway
   New York, NY 10036

Dear Sirs and Mesdames:

     The undersigned understands that Morgan Stanley & Co. Incorporated ("MORGAN
STANLEY") proposes to enter into a Purchase Agreement (the "PURCHASE AGREEMENT")
with Weatherford International, Inc., a Delaware corporation (the "COMPANY"),
providing for the offering (the "OFFERING") by Morgan Stanley as the sole
Initial Purchaser, of $910,000,000 principal amount of Zero Coupon Convertible
Senior Debentures due 2020 (the "SECURITIES"). The Securities will be
convertible into shares of common stock, par value $1.00 per share, of the
Company (the "COMMON STOCK").

     To induce the Initial Purchaser to continue its efforts in connection with
the Offering, the undersigned hereby agrees that, without the prior written
consent of Morgan Stanley, it will not, during the period commencing on the date
hereof and ending 90 days after the date of the final offering memorandum
relating to the Offering (the "FINAL MEMORANDUM"), (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (2) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Common Stock, whether any such transaction described in clause (1) or (2)
above is to be settled by delivery of Common Stock or such other securities, in
cash or otherwise. The foregoing sentence shall not apply to transactions
relating to shares of Common Stock or other securities acquired in open market
transactions after the completion of the Offering. In addition, the undersigned
agrees that, without the prior written consent of Morgan Stanley, it will not,
during the period commencing on the date hereof and ending 90 days after the
date of the Final Memorandum, make any demand for or exercise any right with
respect to, the registration of any shares of


<PAGE>   24


Common Stock or any security convertible into or exercisable or exchangeable for
Common Stock.

     Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will be made only pursuant to a
Purchase Agreement, the terms of which are subject to negotiation between the
Company and Morgan Stanley

                                         Very truly yours,

                                         ---------------------------------------
                                         (Name)

                                         ---------------------------------------
                                         (Address)


                                      A-2
<PAGE>   25

                                                                       EXHIBIT B


                       OPINION OF COUNSEL FOR THE COMPANY

     The opinion of the counsel for the Company, to be delivered pursuant to
Section 5(c) of the Agreement shall be to the effect that:

     1. The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Delaware with full corporate power
and authority to own, lease and operate its properties and to conduct its
business as described in the Memorandum.

     2. Each of the Companies subsidiaries designated as a "Significant
Subsidiary" on Schedule II hereto (a "Significant Subsidiary" and collectively
the "Significant Subsidiaries") is a corporation duly incorporated and validly
existing in good standing under the laws of the jurisdiction of its
organization, with due corporate power and authority to own, lease and operate
its properties and to conduct its business as described in the Memorandum; and
all the outstanding shares of capital stock of each of the Significant
Subsidiaries have been duly authorized and validly issued, are fully paid and
nonassessable, and are held of record by the Company directly, or indirectly
through one of the other Significant Subsidiaries.

     3. This Agreement has been duly authorized, executed and delivered by the
Company.

     4. The Company has all requisite corporate power and authority to execute
and deliver the Registration Rights Agreement and to incur and perform each of
its obligations provided for therein. The Registration Rights Agreement has been
duly authorized, executed and delivered by the Company and, assuming due
execution and delivery by the other parties thereto, is a valid, legal and
binding agreement of the Company, enforceable against the Company in accordance
with its terms, except (A) as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other laws
relating to or affecting creditors' rights generally, (B) that the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to certain equitable defenses and to the discretion of the court for
which any proceedings therefor may be brought, (C) the provisions relating to
liquidated damages are assumed to be reasonable and not a penalty, and (D) as
rights to the


                                       A-3
<PAGE>   26


indemnity and contribution thereunder may be limited by applicable securities
laws or the policies underlying such laws.

     5. The Company has all requisite corporate power and authority to execute
and deliver the Indenture and to incur and perform each of its obligations
provided for therein. The Indenture has be duly and validly authorized, executed
and delivered by the Company and, assuming due execution and delivery by the
Trustee, is a valid and binding agreement of the Company, enforceable against
the Company in accordance with its terms, except (a) as enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws relating to or affecting the enforcement of
creditors' rights generally, (b) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to certain
equitable defenses and to the discretion of the court before which any
proceedings therefor may be brought and (c) that the validity of the waiver of
the Company contained in the Indenture of the benefit of any stay or extension
laws may be limited under applicable laws.

     6. The Company has all requisite corporate power and authority to execute,
issue and deliver the Securities and to incur and perform its obligations
provided for therein. The execution and delivery of the Securities have been
duly and validly authorized by the Company and, assuming that the Securities are
executed by the Company and authenticated by the Trustee in accordance with the
terms of the Indenture, upon delivery to you against payment therefor in
accordance with the terms of this Agreement, the Securities will have been
validly issued, executed and delivered, will be entitled to the benefits of the
Indenture and will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except (A) as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws relating to or affecting
the enforcement of creditors rights generally and (B) that the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to certain equitable defenses end to the discretion of the court before
which any proceedings therefor may be brought.

     7. The information contained in the Memorandum under the captions
"Description of Debentures", "Description of Capital Stock", "Private Placement"
(insofar as it relates to the Agreement) and "Transfer Restrictions" to the
extent it purports to summarize the provisions of the Indenture, the Securities
and documents, instruments or agreements specifically referred to therein or
matters of law or legal conclusions is accurate in all material respects.


                                       B-2
<PAGE>   27


     8. Neither the issuance and sale of the Securities, the execution, delivery
or performance of the Indenture, the Registration Rights Agreement or this
Agreement by the Company, nor the consummation by the Company of the
transactions contemplated hereby and thereby will constitute a breach of, or a
default under, (i) the certificate of incorporation or bylaws of the Company or
any Significant Subsidiary, (ii) (except such as may have been waived) any
agreement, indenture or other instrument relating to the borrowing of money
known to such counsel to which the Company or any of the Significant
Subsidiaries is a party or by which any of them is bound, or any other agreement
identified to such counsel by the Company as being material to the Company and
its subsidiaries taken as a whole or (iii) (except with respect to state
securities or blue sky laws, as to which such counsel need express no opinion,
and except with respect to the federal securities laws other than as stated in
such counsel's opinion letter) any law, administrative regulation or court or
governmental decree known to such counsel to be applicable to the Company.

     9. No consent, approval or authorization of any federal or state
governmental authority, agency or body having jurisdiction over the Company is
required for the valid issuance and sale of the Securities to the Initial
Purchaser under this Agreement, except as may be required by state securities
laws (with respect to which such counsel need express no opinion) and except as
to the federal securities laws, the only opinion with respect to which is
addressed in the opinion set forth in paragraph 12 below.

     10. The Company's authorized capital stock is as set forth in the
Memorandum.

     11. Upon the issuance and delivery of the Securities in accordance with the
Agreement and the Indenture, the Securities shall be convertible at the option
of the holder thereof for shares of Common Stock in accordance with the terms of
the Securities and the Indenture. The Underlying Securities issuable upon the
conversion of the Securities have been duly authorized and reserved for issuance
and, when issued upon conversion of the Securities in accordance with the terms
of the Indenture and the Securities, will be validly issued, fully paid and
non-assessable, and the issuance of the Securities and the shares of Common
Stock upon conversion of the Securities will not be subject to any preemptive or
rights under the Company's certificate of incorporation, bylaws or the General
Corporation Law of the State of Delaware.

     12. The Underlying Securities issuable upon conversion of the Securities
have been listed on the New York Stock Exchange, subject only to official notice
of issuance.


                                       B-3
<PAGE>   28


     13. The Company is not an "investment company" within the meaning of the
1940 Act.

     14. After due inquiry, except as described in the Memorandum, such counsel
does not know of any legal or governmental proceedings pending or threatened to
which the Company or any of its Subsidiaries is a party or to which any of the
properties of the Company or any of its Subsidiaries is subject other than
proceedings which such counsel believes are not likely to have a material
adverse effect on the or on the power or ability of the Company to perform its
obligations under this Agreement, the Registration Rights Agreement, the
Indenture or the Securities or to consummate the transactions contemplated by
the Memorandum.

     15. The statements in the Memorandum under the caption "Certain Federal
Income Tax Considerations," insofar as such statements constitute a summary of
the United States federal tax laws referred to therein, accurately summarize in
all material respects the United States federal tax laws referred to therein.

     16. Based upon the representations, warranties and agreements of the
Company in Section 1(q), 1(r), 1(r), 6(f), 6(g) and 6(j) of the Agreement and of
the Initial Purchaser in Section 7 of the Agreement, it is not necessary in
connection with the offer, sale and delivery of the Securities to the Initial
Purchaser under the Agreement or in connection with the initial resale of such
Securities by the Initial Purchaser in accordance with Section 7 of the
Agreement to register the Securities under the Securities Act of 1933 or to
qualify the Indenture under the Trust Indenture Act of 1939, it being understood
that no opinion is expressed as to any subsequent resale of any Security or any
Underlying Securities issuable upon conversion of the Securities.

     The foregoing opinions shall cover the laws of the United States, the State
of Texas and the State of New York and the corporate laws of the State of
Delaware. In rendering such opinions, such counsel may rely, to the extent it
considers such reliance proper, upon certificates and representations of
officers of the Company and its subsidiaries and of government officials. Such
other opinions may also be subject to customary qualifications and limitations.

     In addition, such counsel shall state that such counsel has participated in
conferences with officers and representatives of the Company, counsel to the
Initial Purchaser, representatives of the independent public accountants of the
Company, and representatives of the Initial Purchaser at which the contents of
the


                                       B-4
<PAGE>   29


Memorandum and related matters were discussed and, although such counsel is not
passing upon and does not assume responsibility for the accuracy, completeness
or fairness of the statements contained in the Memorandum (except to the extent
expressly stated above in its opinion), on the basis of the foregoing (relying
as to materiality with respect to matters of fact to a certain extent upon the
statements of officers and other representatives of the Company), no facts have
come to the attention of such counsel that lead it to believe that the
Memorandum, as of its date, and at the Closing Date, contained any untrue
statement of a material fact or omitted to state a material fact necessary to
make the statements therein, in the light of the circumstances under in which
they were made, not misleading; it being understood that such counsel need
express no advice or belief as to the financial statements or other statistical
or financial data included in the Memorandum.


                                       B-5
<PAGE>   30
                                                                       EXHIBIT C


                        OPINION OF ANDREWS & KURTH L.L.P.

     The opinion of Andrews & Kurth L.L.P. to be delivered pursuant to Section
5(d) of this Agreement shall be to the effect that:

     A. The Agreement has been duly authorized, executed and delivered by the
Company.

     B. The Securities have been duly authorized by the Company and, when
executed and authenticated in accordance with the provisions of the Indenture
and delivered to and paid for by the Initial Purchaser in accordance with the
terms of the Agreement, will be valid and binding obligations of the Company,
enforceable in accordance with their terms, except as the enforcement thereof
may be limited by applicable bankruptcy, insolvency fraudulent transfer,
reorganization, moratorium or similar laws relating to or affecting enforcement
of creditors' rights generally and general principles of equity, and will be
entitled to the benefits of the Indenture and the Registration Rights Agreement
pursuant to which such Securities are to be issued.

     C. The Underlying Securities reserved for issuance upon conversion of the
Securities have been duly authorized and reserved and, when issued upon
conversion of the Securities in accordance with the terms of the Indenture and
the Securities, will be validly issued, fully paid and non-assessable, and the
issuance of the Securities and the Underlying Securities upon conversion of the
Securities will not be subject to any preemptive or similar rights under the
Company's existing certificate of incorporation, existing bylaws or the General
Corporation Law of the State of Delaware as currently in effect.

     D. Each of the Indenture and the Registration Rights Agreement has been
duly authorized, executed and delivered by, and is a valid and binding agreement
of, the Company, enforceable in accordance with its terms, except (a) as
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or similar laws relating to or affecting
enforcement of creditors' rights generally, (b) as enforcement thereof is
subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law), (c) the provisions in the
Registration Rights Agreement relating to liquidated damages are assumed to be
reasonable and not a penalty and (d) the indemnification and contribution
obligations contained in the Registration Rights Agreement and the Indenture and
the validity of the waiver of the Company contained in the Indenture of the
benefit of any stay or extension laws may be limited under applicable laws.

     E. The information contained in the Memorandum under the captions
"Description of Debentures", "Description of Capital Stock", "Private Placement"
(insofar as it relates to the Agreement) and "Transfer Restrictions" to the
extent it purports to summarize the provisions of the Indenture, the Securities
and documents, instruments or agreements specifically referred to therein, or
matters of law or legal conclusions is true and correct in all material
respects.


                                      B-6
<PAGE>   31


     F. Based upon the representations, warranties and agreements of the Company
in Sections 1(q), 1(r), 1(r), 6(f), 6(g) and 6(j) of the Agreement and of the
Initial Purchaser in Section 7 of the Agreement, it is not necessary in
connection with the offer, sale and delivery of the Securities to the Initial
Purchaser under the Agreement or in connection with the initial resale of such
Securities by the Initial Purchaser in accordance with Section 7 of the
Agreement to register the Securities under the Securities Act of 1933 or to
qualify the Indenture under the Trust Indenture Act of 1939, it being understood
that no opinion is expressed as to any subsequent resale of any Security or
Underlying Security.

     In addition, such counsel shall state that they have participated in
conferences with officers and other representatives of the Company,
representatives of the independent accountants of the Company and your
representatives, at which the contents of the Memorandum and related matters
were discussed. Although such counsel is not passing upon, and does not assume
any responsibility for, the accuracy, completeness or fairness of the statements
contained in the Memorandum (except to the extent specified in such counsel's
opinion), based upon such participation and review (relying as to materiality
with respect to factual matters, to a certain extent, upon the officers and
other representatives of the Company and your representatives), no facts have
come to the attention of such counsel which lead such counsel to believe that as
of its effective date the Memorandum or any further amendment made thereto made
by the Company prior to the date of such opinion (other than (i) the financial
statements included therein, including the notes thereto and auditors' reports
thereon and (ii) the other financial and statistical information included
therein, as to which such counsel need express no opinion), as of its date,
contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

     Such counsel may state that the opinions set forth above are limited in all
respects to matters of the laws of the State of New York and the State of Texas,
the General Corporation Law of the State of Delaware and applicable federal law.


                                      C-2