exv4w1



 






Exhibit 4.1




EXECUTION COUNTERPART









Amended and Restated

Credit Agreement




DATED AS OF JANUARY 14, 2005




AMONG




WEATHERFORD INTERNATIONAL LTD.,




AND




WEATHERFORD LIQUIDITY MANAGEMENT

HUNGARY LIMITED LIABILITY COMPANY,

AS BORROWERS,




WEATHERFORD INTERNATIONAL, INC.,

AS GUARANTOR




JPMORGAN CHASE BANK, N.A.,

AS ADMINISTRATIVE AGENT,




JPMORGAN CHASE BANK, N.A.

(SUCCESSOR BY MERGER TO BANK ONE, N.A.),

AND

WELLS FARGO BANK, TEXAS, N.A.,

AS CO-SYNDICATION AGENTS,




ABN AMRO BANK, N.V., AND THE BANK OF NOVA SCOTIA,

AS CO-DOCUMENTATION AGENTS,




WACHOVIA BANK, NATIONAL ASSOCIATION, SUNTRUST BANK,

ROYAL BANK OF CANADA AND DEUTSCHE BANK AG NEW YORK BRANCH,

AS CO-MANAGING AGENTS,




THE LENDERS PARTY HERETO,




AND




J. P. MORGAN SECURITIES INC.

(SUCCESSOR BY MERGER TO BANK ONE CAPITAL MARKETS, INC.),

AS BOOKRUNNER AND LEAD ARRANGER




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	 	 
	DEFINITIONS; ACCOUNTING TERMS; INTERPRETATION
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Definitions
	 	 	1	 
	SECTION 1.02. Types of Borrowings
	 	 	20	 
	SECTION 1.03. Accounting Terms; Changes in GAAP
	 	 	20	 
	SECTION 1.04. Interpretation
	 	 	21	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	COMMITMENTS; LOANS
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. Loans
	 	 	22	 
	SECTION 2.02. Requests for Loans
	 	 	22	 
	SECTION 2.03. Funding of Borrowings
	 	 	23	 
	SECTION 2.04. Interest Elections
	 	 	24	 
	SECTION 2.05. Termination and Reduction of Commitments
	 	 	25	 
	SECTION 2.06. Repayment of Loans; Evidence of Debt
	 	 	26	 
	SECTION 2.07. Prepayment of Loans
	 	 	26	 
	SECTION 2.08. Fees
	 	 	27	 
	SECTION 2.09. Interest
	 	 	28	 
	SECTION 2.10. Alternate Rate of Interest
	 	 	29	 
	SECTION 2.11. Increased Costs
	 	 	29	 
	SECTION 2.12. Break Funding Payments
	 	 	31	 
	SECTION 2.13. Agreement to Defer Exercise of Right of Contribution, Etc.
	 	 	31	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	Letters of Credit
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Letters of Credit
	 	 	32	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	PAYMENTS; PRO RATA TREATMENT; TAXES
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	 	36	 
	SECTION 4.02. Taxes
	 	 	37	 
	SECTION 4.03. Mitigation Obligations; Replacement of Lenders
	 	 	39	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	CONDITIONS PRECEDENT
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Conditions Precedent to the Initial Credit Event
	 	 	40	 
	SECTION 5.02. Conditions Precedent to All Credit Events
	 	 	41	 
	SECTION 5.03. Delivery of Documents
	 	 	42	 
	 
	 	 	 	 
	-i-
	 	 	 	 






 









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE VI
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Organization and Qualification
	 	 	42	 
	SECTION 6.02. Authorization, Validity, Etc
	 	 	43	 
	SECTION 6.03. Governmental Consents, Etc
	 	 	43	 
	SECTION 6.04. No Breach or Violation of Law or Agreements
	 	 	43	 
	SECTION 6.05. Title to Assets
	 	 	43	 
	SECTION 6.06. Litigation
	 	 	43	 
	SECTION 6.07. Information; Financial Statements
	 	 	44	 
	SECTION 6.08. Investment Company Act
	 	 	44	 
	SECTION 6.09. Public Utility Holding Company Act
	 	 	44	 
	SECTION 6.10. ERISA
	 	 	44	 
	SECTION 6.11. Tax Returns and Payments
	 	 	45	 
	SECTION 6.12. Requirements of Law; Environmental Matters
	 	 	45	 
	SECTION 6.13. Purpose of Letters of Credit and Loans
	 	 	45	 
	SECTION 6.14. Designation of this Agreement and the Obligations
	 	 	46	 
	SECTION 6.15. No Default
	 	 	46	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	affirmative covenants
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01. Information Covenants
	 	 	46	 
	SECTION 7.02. Books, Records and Inspections
	 	 	48	 
	SECTION 7.03. Insurance and Maintenance of Properties
	 	 	48	 
	SECTION 7.04. Payment of Taxes and other Claims
	 	 	48	 
	SECTION 7.05. Existence
	 	 	48	 
	SECTION 7.06. ERISA Information and Compliance
	 	 	48	 
	SECTION 7.07. Subsidiaries
	 	 	49	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	NEGATIVE COVENANTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01. Material Change in Business
	 	 	49	 
	SECTION 8.02. Consolidation, Merger, or Sale of Assets, Etc
	 	 	49	 
	SECTION 8.03. Liens
	 	 	51	 
	SECTION 8.04. Indebtedness
	 	 	51	 
	SECTION 8.05. Ownership of WII
	 	 	52	 
	SECTION 8.06. Financial Covenants
	 	 	52	 
	SECTION 8.07. Limitation on Transactions with Affiliates
	 	 	52	 
	SECTION 8.08. Restrictions on Subsidiary Dividends
	 	 	52	 
	SECTION 8.09. Debentures
	 	 	53	 
	SECTION 8.10. The Debenture Indentures
	 	 	53	 
	 
	 	 	 	 
	-ii-
	 	 	 	 






 









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE IX
	 	 	 	 
	EVENTS OF DEFAULT AND REMEDIES
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.01. Events of Default and Remedies
	 	 	53	 
	SECTION 9.02. Right of Setoff
	 	 	55	 
	SECTION 9.03. Other Remedies
	 	 	56	 
	SECTION 9.04. Application of Moneys During Continuation of Event of Default
	 	 	56	 
	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	ADMINISTRATIVE AGENT
	 	 	 	 
	 
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	GUARANTY
	 	 	 	 
	 
	 	 	 	 
	SECTION 11.01. Guaranty
	 	 	59	 
	SECTION 11.02. Continuing Guaranty
	 	 	59	 
	SECTION 11.03. Effect of Debtor Relief Laws
	 	 	61	 
	SECTION 11.04. Waiver
	 	 	62	 
	SECTION 11.05. Agreement to Defer Exercise of Subrogation
	 	 	63	 
	SECTION 11.06. Full Force and Effect
	 	 	63	 
	 
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	SECTION 12.01. Waiver; Amendments
	 	 	63	 
	SECTION 12.02. Notices
	 	 	64	 
	SECTION 12.03. Expenses, Etc
	 	 	64	 
	SECTION 12.04. Indemnity
	 	 	65	 
	SECTION 12.05. Amendments, Etc
	 	 	65	 
	SECTION 12.06. Successors and Assigns
	 	 	66	 
	SECTION 12.07. Confidentiality
	 	 	70	 
	SECTION 12.08. Survival of Representations and Warranties
	 	 	70	 
	SECTION 12.09. Governing Law
	 	 	70	 
	SECTION 12.10. Independence of Covenants
	 	 	71	 
	SECTION 12.11. Binding Effect
	 	 	71	 
	SECTION 12.12. Separability
	 	 	71	 
	SECTION 12.13. Conflicts Between This Agreement and the Other Loan Documents
	 	 	71	 
	SECTION 12.14. Limitation of Interest
	 	 	71	 
	SECTION 12.15. Execution in Counterparts
	 	 	71	 
	SECTION 12.16. Submission to Jurisdiction
	 	 	72	 
	SECTION 12.17. Waiver of Jury Trial
	 	 	72	 
	SECTION 12.18. Judgment Currency
	 	 	73	 
	SECTION 12.19. Final Agreement of the Parties
	 	 	73	 
	SECTION 12.20. USA Patriot Act
	 	 	73	 
	 
	 	 	 	 
	-iii-
	 	 	 	 






 









 






EXHIBITS




EXHIBIT 1.01       Form of Assignment and Assumption

EXHIBIT 2.06       Form of Note

EXHIBIT 7.01       Form of Compliance Certificate



SCHEDULES




SCHEDULE 1.01       Lenders

SCHEDULE 2.01       Commitments

SCHEDULE 6.01       Material Subsidiaries



-iv-





 









 








AMENDED AND RESTATED

CREDIT AGREEMENT




THIS CREDIT AGREEMENT, dated as of January 14, 2005, is among:





	 	(a)  	Weatherford International Ltd., a Bermuda exempted company (“WIL”);
	 
	 	(b)  	Weatherford International, Inc., a Delaware corporation (“WII”);
	 
	 	(c)  	Weatherford Liquidity Management Hungary Limited Liability Company, a Hungarian
limited liability company (“HOC” and together with WIL, collectively, the
“Borrowers”);
	 
	 	(d)  	JPMORGAN CHASE BANK, N.A. (formerly JPMorgan Chase Bank and the successor by
merger to Bank One, N.A.), individually as a Lender and as administrative agent for the
other Lenders (in such latter capacity together with any other Person that becomes the
Administrative Agent pursuant to Article X, the “Administrative
Agent”); and
	 
	 	(e)  	the banks and other financial institutions listed on the signature pages hereof
under the caption “Lenders” (together with each other Person that becomes a
Lender pursuant to Section 12.06, collectively, the “Lenders").





R E C I T A L S:




     WIL, as borrower, WII, as guarantor, the Administrative Agent and the Lenders are party to a
Credit Agreement dated as of May 14, 2003 (the “Original Credit Agreement”). WIL and WII
have requested that the Original Credit Agreement be amended and restated to, inter alia, add HOC
as a co-borrower with WIL.



NOW THEREFORE, the parties hereto agree as follows:




ARTICLE I

DEFINITIONS; ACCOUNTING TERMS; INTERPRETATION




     SECTION 1.01. Definitions. Please do not type any text in this area. As used
in this Agreement the following terms shall have the following meanings:



     “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the Alternate Base Rate.



     “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to
(a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.



     “Administrative Agent” has the meaning specified in paragraph (d) on page one.



1









 





     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



     “Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under direct or indirect common control with, such
Person. For the purposes of this definition, “control” (including, with correlative meanings, the
terms “controlling” and “controlled”), when used with respect to any Person, means the power to
direct the management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise.



     “Aggregate Commitment Amount” means the aggregate amount of the Commitments of all
Lenders, which, as of the date hereof, is $500,000,000.



     “Agreement” means this Amended and Restated Credit Agreement, as it may from time to
time be further amended, modified, restated or supplemented.



     “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and
(c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Base CD Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such change in the Prime
Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.



     “Applicable Margin” means the per annum rate of interest set forth in the definition
of Applicable Rate under the heading “Applicable Margin”, based upon the ratings by Moody’s and
S&P, respectively, applicable on such date to the Index Debt.



     “Applicable Percentage” means, with respect to any Lender, the percentage of the total
Commitments represented by such Lender’s Commitment. If the Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Commitments most recently in
effect, giving effect to any assignments.



     “Applicable Rate” means, for any day, with respect to any Eurodollar Loan, or with
respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum
set forth below under the captions “Utilization Fee”, “Facility Fee” or “Applicable Margin”, as the
case may be, based upon the ratings by Moody’s and S&P, respectively, applicable on such date to
the Index Debt:



2









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Index	 	 	 	 	 	 	 	Facility	 	 	 	Applicable	 	 
	 	Debt Ratings:	 	 	Utilization Fee	 	 	 	Fee	 	 	 	Margin	 	 
	 	Performance Level I
	 	 	 	.125	%	 	 	 	.1	%	 	 	 	.40	%	 
	 	Performance Level II
	 	 	 	.125	%	 	 	 	.125	%	 	 	 	.50	%	 
	 	Performance Level III
	 	 	 	.125	%	 	 	 	.15	%	 	 	 	.60	%	 
	 	Performance Level IV
	 	 	 	.25	%	 	 	 	.20	%	 	 	 	.80	%	 
	 	Performance Level V
	 	 	 	.25	%	 	 	 	.25	%	 	 	 	1.25	%	 
	 





     For purposes of the foregoing, (i) if either Moody’s or S&P shall not have in effect a
rating for the Index Debt (other than by reason of the circumstances referred to in the last
sentence of this definition), then such rating agency shall be deemed to have established the same
rating as the rating agency that has in effect a rating for the Index Debt; (ii) if the ratings
established or deemed to have been established by Moody’s and S&P for the Index Debt shall fall
within different Performance Levels, the Applicable Rate shall be based on the higher of the two
ratings unless one of the two ratings is two or more Performance Levels lower than the other, in
which case the Applicable Rate shall be determined by reference to the Performance Level next above
that of the lower of the two ratings; and (iii) if the ratings established or deemed to have been
established by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a
change in the rating system of Moody’s or S&P), such change shall be effective as of the date on
which it is first announced by the applicable rating agency, irrespective of when or whether notice
of such change shall have been furnished by WIL to the Administrative Agent and the Lenders. Each
change in the Applicable Rate shall apply during the period commencing on the effective date of
such change and ending on the date immediately preceding the effective date of the next such
change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall
cease to be in the business of rating corporate debt obligations, WIL and the Lenders shall
negotiate in good faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness of any such
amendment, the Applicable Rate shall be determined by reference to the rating most recently in
effect prior to such change or cessation.



     “Approved Fund” has the meaning specified in Section 12.06.



     “Assessment Rate” means, for any day, the annual assessment rate in effect on such day
that is payable by a member of the Bank Insurance Fund classified as “well-capitalized” and within
supervisory subgroup “B” (or a comparable successor risk classification) within the meaning of 12
C.F.R. Part 327 (or any successor provision) to the Federal Deposit Insurance Corporation for
insurance by such Corporation of time deposits made in dollars at the offices of such member in the
United States; provided that if, as a result of any change in any law, rule or regulation, it is no
longer possible to determine the Assessment Rate as aforesaid, then the Assessment Rate shall be
such annual rate as shall be determined by the Administrative Agent to be representative of the
cost of such insurance to the Lenders.



3









 





     “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section
12.06) and accepted by the Administrative Agent, in the form of Exhibit 1.01.



     “Assurance” means, as to any Person, any guaranty or other contingent liability of
such Person (other than any endorsement for collection or deposit in the ordinary course of
business) or obligations as an account party in respect of letters of credit, direct or indirect,
with respect to any obligation of another Person, through an agreement or otherwise, including (a)
any other endorsement or discount with recourse or undertaking substantially equivalent to or
having economic effect similar to a guarantee in respect of any such obligation and (b) any
agreement (i) to purchase, or to advance or supply funds for the payment or purchase of, any such
obligation, (ii) to purchase securities or to purchase, sell or lease property (whether as lessee
or lessor), products, materials or supplies, or transportation or services, in respect of enabling
such other Person to pay any such obligation or to assure the owner thereof against loss regardless
of the delivery or non-delivery of the securities, property, products, materials or supplies, or
transportation or services or (iii) to make any loan, advance or capital contribution to or other
investment in, or to otherwise provide funds to or for, such other Person in respect of enabling
such Person to satisfy any obligation (including any liability for a dividend, stock liquidation
payment or expense) or to assure a minimum equity, working capital or other balance sheet condition
in respect of any such obligation. The amount of any Assurance shall be an amount equal to the
lesser of the stated or determinable amount of the primary obligation in respect of which such
Assurance is made or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof (assuming such Person is required to perform thereunder) as determined by such
Person in good faith.



     “Availability Period” means, for each Lender, the period from the Effective Date to
the earlier of the Maturity Date and the date of termination of the Commitments.



     “Bankruptcy Code” means the United States Bankruptcy Code, as the same may be amended
and together with any successor statutes.



     “Base CD Rate” means the sum of (a) the Three-Month Secondary CD Rate multiplied by
the Statutory Reserve Rate plus (b) the Assessment Rate.



     “Board” means the Board of Governors of the Federal Reserve System of the United
States (or any successor).



     “Board of Directors” means, with respect to any Person, the Board of Directors of such
Person (or of its (managing) general partner or managing member, as the case may be), or any
committee thereof duly authorized to act on behalf of such Board of Directors.



     “Borrowers” has the meaning specified in paragraph (c) on page one.



     “Borrower Obligations” means the Obligations of the Borrowers.



     “Borrowing” means Loans of the same Type, made, converted or continued on the same
date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.



4









 





     “Borrowing Request” means, as applicable, a request by a Borrower for a Loan in
accordance with Section 2.03, or a request for the issuance of a Letter of Credit pursuant
to Section 3.01.



     “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed; provided
that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also
exclude any day on which banks are not open for dealings in dollar deposits in the London interbank
market.



     “Capital Lease” means, as to any Person, any lease in respect of which the rental
obligation of such Person constitutes a Capitalized Lease Obligation.



     “Capital Stock” means, with respect to any Person, any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents (however designated) of
such Person’s equity, including all common stock and preferred stock, common shares and preference
shares, any limited or general partnership interest and any limited liability company membership.



     “Capitalized Lease Obligation” means, with respect to any Person, the obligation of
such Person to pay rent or other amounts under a lease of (or other agreement conveying the right
to use) real or personal property that is required to be classified and accounted for as a capital
lease obligation on a balance sheet of such Person under GAAP and, for purposes of this Agreement,
the amount of such obligation at any date shall be the capitalized amount thereof at such date,
determined in accordance with GAAP.



     “Change of Control” means an event or series of events by which (a) in the case of WIL
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect
on the Execution Date) or related persons constituting a “group” (as such term is used in Rule
13d-5 under the Exchange Act in effect on the Execution Date) is or becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act, as in effect on the Execution Date,
except that a person or such group shall be deemed to have “beneficial ownership” of all shares
that any such person or such group has the right to acquire without condition, other than the
passage of time, whether such right is exercisable immediately or only after the passage of time),
directly or indirectly, of 50% or more of the total voting power of the Voting Stock of WIL, except
as a result of a Redomestication in which the Persons who were the shareholders of WIL immediately
prior to such Redomestication continue to own, directly or indirectly, 100% of the issued and
outstanding Capital Stock of each class of WIL; (ii) the shareholders of WIL approve any plan of
liquidation, winding up or dissolution of WIL, except in connection with a Redomestication of WIL;
(iii) WIL conveys, transfers or leases all or substantially all of its assets to any Person except
in connection with a Redomestication of WIL; or (iv) during any period of twelve consecutive
months, individuals who, at the beginning of such period, constituted the Board of Directors of WIL
(together with any new directors whose appointment or election by such Board of Directors or whose
nomination for election by the shareholders of WIL, as applicable, was approved by a vote of not
less than a majority of the directors then still in office who were either directors at the
beginning of such period or whose appointment, election or nomination for election was previously
so approved) cease for any reason to constitute a majority of the Board of Directors of WIL then in
office, but excluding



5









 







from the foregoing clause any change in the composition or membership of the Board of
Directors of WIL resulting (i) from a Redomestication of WIL or (ii) from the addition thereto or
removal therefrom of directors in connection with WIL’s compliance with the United States Sarbanes
Oxley Act of 2002 or the rules and regulations of any stock exchange on which WIL’s securities are
listed, pursuant to the recommendation of WIL’s legal counsel, (b) in the case of WII, except in a
transaction permitted by Section 8.02(a)(ii)(y) or Section 8.02(b), the Persons who
are the shareholders of WII immediately prior to a transaction cease to own, after giving effect to
such transaction, directly or indirectly, 100% of the issued and outstanding Capital Stock of each
class of WII, or (c) in the case of HOC, except in a transaction permitted by Section 8.02, WIL or
the New Parent ceases to own, after giving effect to such transaction, directly or indirectly, 100%
of the issued and outstanding Capital Stock of each class of HOC.



     “Change of Control Event” means (a) the execution of any definitive agreement which
when fully performed by the parties thereto, would result in a Change of Control; or (b) the
commencement of a tender offer pursuant to Section 14(d) of the Exchange Act that would result in a
Change of Control if completed.



     “Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.11(b), by any
lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any)
with any request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.



     “Charges” has the meaning specified in Section 12.14.



     “Code” means the United States Internal Revenue Code of 1986, as amended, from time to
time, and the regulations promulgated thereunder.



     “Commitment” means, with respect to each Lender, the commitment of such Lender to make
Revolving Loans and to acquire participations in Letters of Credit hereunder, expressed as an
amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.05
and (b) reduced or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 12.06. The initial amount of each Lender’s Commitment is set forth on
Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed
its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is
$500,000,000.



     “Commitment Percentage” means, as to any Lender, the percentage equivalent of a
fraction, the numerator of which is the amount of such Lender’s Commitment, and the denominator of
which is the aggregate amount of the Commitments of all Lenders.



     “Communications” has the meaning specified in Section 12.02.



6









 





     “consolidated” means any Person whose financial condition and results of operations
are required in accordance with GAAP to be shown on a consolidated basis with the financial
condition and results of operations of WIL.



     “Consolidated EBITDA” means, for any Person, for any period, the Consolidated Net
Income of such Person and its consolidated Subsidiaries for such period, increased (to the extent
deducted in determining Consolidated Net Income) by the sum of (a) all income taxes (including
state franchise taxes or similar taxes based on income) of such Person and its consolidated
Subsidiaries paid or accrued according to GAAP for such period; (b) Consolidated Interest Expense
of such Person and its consolidated Subsidiaries for such period; (c) depreciation and amortization
of such Person and its consolidated Subsidiaries for such period determined in accordance with
GAAP; and (d) other non-cash charges (excluding any such non-cash charges to the extent they
require an accrual of, or reserve for, cash charges for any future periods) for such period
determined in accordance with GAAP, and decreased (to the extent added in determining Consolidated
Net Income) by any non-cash credits for such period determined in accordance with GAAP.



     “Consolidated Indebtedness” means, for any Person, at the date of any determination
thereof, Indebtedness of such Person and its consolidated Subsidiaries (other than Interest Rate
Risk Indebtedness, Derivatives Obligations, and contingent obligations in respect of letters of
credit) determined on a consolidated basis in accordance with GAAP.



     “Consolidated Interest Expense” means (without duplication), for any Person, for any
period, the aggregate amount of interest, whether expensed or capitalized, paid, accrued or
scheduled to be paid or accrued during such period in respect of (a) all Indebtedness of such
Person and its consolidated Subsidiaries, plus (b) the October 1997 Debentures, all determined on a
consolidated basis in accordance with GAAP.



     “Consolidated Net Income” means, for any Person, for any period, the net income or
loss of such Person and its Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP; provided, that there shall be excluded from such net income (to the extent
otherwise included therein):




     (a) net extraordinary gains and losses;




     (b) net gains or losses in respect of dispositions of assets other than in the ordinary
course of business;




     (c) the net income of any Person in which such Person for whom Consolidated Net Income
is to be determined or any consolidated Subsidiary has a joint equity interest, except to
the extent of the amount of dividends or other distributions actually paid in cash to such
Person for whom Consolidated Net Income is to be determined or such Subsidiary by such other
Person during such period;




     (d) the net income of any Person accrued prior to the date it becomes a consolidated
Subsidiary or is merged into or consolidated or amalgamated with such Person for whom
Consolidated Net Income is to be determined or any consolidated Subsidiary or prior to the
date its assets are acquired by such Person for whom



7









 






Consolidated Net Income is to be determined or any of the consolidated Subsidiaries,
except that the foregoing shall not apply to any business acquisition accounted for as a
pooling of interests;




     (e) the net income of any consolidated Subsidiary to the extent that the declaration or
payment of dividends or similar distributions by that consolidated Subsidiary of that income
is not at the time permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation applicable to
that Subsidiary;




     (f) any gains or losses attributable to write-ups or write-downs of assets other than
in the ordinary course of business; and




     (g) foreign currency translations or adjustments.



     “Credit Event” means the making of any Loan or the issuance of any Letter of Credit
pursuant hereto.



     “Default” means the occurrence of any event which with the giving of notice or the
passage of time or both would become an Event of Default.



     “Derivatives Obligations” means, as to any Person all obligations of such Person in
respect of any swap transaction, forward rate transaction, commodity swap, commodity option,
interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction, currency option or
any other similar transaction (including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions, entered into in the ordinary course
of business of such Person for the purpose of hedging and not for speculative purposes.



     “Dollars,” “US$", “dollars” and “$” means lawful money of the
United States of America.



     “domestic” means, when used with respect to a Subsidiary of a Person, a Subsidiary
organized under the laws of any State of the United States or the District of Columbia.



     “Domestic Intercompany Debt” means Indebtedness owed by any domestic Subsidiary of WIL
to WIL or to any Wholly-Owned Subsidiary of WIL.



     “Effective Date” means the date on which the conditions to borrowing set forth in
Article V are first satisfied or waived.



     “Environmental Law” means all federal, state, provincial or local laws, statutes,
rules, regulations, ordinances and codes, together with all final administrative orders, licenses,
authorizations and permits of, and written agreements with, any Governmental Authorities, in each
case relating to the protection of the environment or the disposal of hazardous waste.



8









 





     “ERISA” means the United States Employee Retirement Income Security Act of 1974, as
amended from time to time, and all rules, regulations, rulings and interpretations adopted by the
U.S. Department of Labor thereunder.



     “ERISA Affiliate” means (a) all members of a controlled group of corporations and all
trades or businesses (whether or not incorporated) under common control which, together with WIL,
are treated as a single employer under Section 414 of the Code and (b) any Subsidiary of any of the
Obligors.



     “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.



     “Event of Default” shall have the meaning specified in Article IX.




     “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
either Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income
by the United States of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which a Borrower, the
Administrative Agent, any Lender, the Issuing Bank or any other such recipient is located and (c)
in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under
Section 4.03(b)), any withholding tax that is imposed on amounts payable to such Foreign
Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office) or would have been so imposed if a Borrower were a United States corporation, or is
attributable to such Foreign Lender’s failure to comply with Section 4.02(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation
of a new lending office (or assignment), to receive additional amounts from such Borrower with
respect to such withholding tax pursuant to Section 4.02(a).



     “Execution Date” means the earliest date upon which all of the following shall have
occurred: counterparts of this Agreement shall have been executed by the Obligors and the Required
Lenders and the Administrative Agent shall have received counterparts hereof which taken together,
bear the signature of each Obligor, the Required Lenders and the Administrative Agent.



     “Facility Fee Rate” means the per annum rate of interest set forth under the heading
“Facility Fee”, in the definition of Applicable Rate, based upon the ratings by Moody’s and
S&P, respectively, applicable on such date to the Index Debt.



     “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if



9









 







such rate is not so published for any day that is a Business Day, the average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds brokers of recognized
standing selected by it.



     “foreign” means, when used with respect to a Subsidiary of any Person, a Subsidiary of
such Person organized under the laws of any jurisdiction other than a State of the United States or
the District of Columbia.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than the United States of America or any State thereof.



     “GAAP” means generally accepted accounting principles as in effect from time to time
as set forth in the opinions, statements and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and the Financial Accounting Standards
Board.



     “Governmental Authority” means any governmental authority of the United States of
America, any State of the United States, Bermuda, the Republic of Hungary or of any other foreign
jurisdiction and any political subdivision of any of the foregoing, and any central bank, agency,
department, commission, board, bureau, court or other tribunal having or lawfully asserting
jurisdiction over the Administrative Agent, any Lender, any Obligor or their respective properties.



     “Guaranteed Obligations” has the meaning specified in Section 11.01.



     “Guaranty” means the guaranty contained in Article XI..



     “HOC” has the meaning specified in paragraph (c) on page one.



     “Indebtedness” means (without duplication), with respect to any Person, (a) any
liability (other than the October 1997 Debentures) of such Person (i) for borrowed money (whether
or not the recourse of the lender is to the whole of the assets of such Person or only to a portion
thereof), or under any reimbursement obligation relating to a letter of credit, bankers’ acceptance
or note purchase facility, (ii) evidenced by a bond, note, debenture or similar instrument, (iii)
for the balance deferred and unpaid of the purchase price for any property or any obligation upon
which interest charges are customarily paid (except for trade payables arising in the ordinary
course of business), or (iv) for the payment of money relating to the principal portion of any
Capitalized Lease Obligation; (b) any obligation of any Person secured by (or for which the holder
of such obligation has an existing right, contingent or otherwise, to be secured by) a consensual
Lien on property owned or acquired, whether or not any obligation secured thereby has been assumed,
by such Person; (c) all net obligations of such Person as of the date of a required calculation of
any Derivatives Obligations; (d) all Assurances of such Person of the Indebtedness of any other
Person of the type referred to in clause (a) or (c); (e) Interest Rate Risk Indebtedness of such
Person; and (f) any amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of the types referred to above.



     “Indemnified Taxes” means any Taxes other than Excluded Taxes and Other Taxes.



10









 





     “Indemnitee” has the meaning specified in Section 12.04.



     “Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of WIL
that is not guaranteed by any other Person or subject to any other credit enhancement.



     “Interest Coverage Ratio” means, for any Person, at the end of each fiscal quarter of
such Person, the ratio of (a) Consolidated EBITDA of such Person for the fiscal quarter then ended
and for the immediately preceding three fiscal quarters to (b) Consolidated Interest Expense of
such Person (excluding interest accrued in respect (i) of the October 1997 Debentures but not
actually paid in cash, but including in Consolidated Interest Expense interest paid in cash during
such fiscal quarters, and (ii) of the Zero Coupon Debentures) for such four fiscal quarters.



     “Interest Election Request” means a request by a Borrower to convert or continue a
Loan in accordance with Section 2.04.



     “Interest Payment Date” means (a) with respect to any ABR Borrowing, the last day of
each March, June, September and December, and (b) with respect to any Eurodollar Loan, the last day
of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of
a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior
to the last day of such Interest Period that occurs at intervals of three months’ duration after
the first day of such Interest Period.



     “Interest Period” means, with respect to a Eurodollar Borrowing, the period commencing
on the date of such Borrowing and ending on the numerically corresponding day in the calendar month
that is one, two, three or six months (or, with the consent of each Lender, nine or twelve months)
thereafter, as a Borrower may elect; provided, that (i) if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended to the next succeeding Business
Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on the next preceding
Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on
the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of
a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Loan,
thereafter shall be the effective date of the most recent conversion or continuation of such
Borrowing.



     “Interest Rate Risk Indebtedness” means, with respect to any Person, all obligations
and Indebtedness of such Person with respect to the program for the hedging of interest rate risk
provided for in any interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement or similar arrangement entered into such Person for the purpose of reducing its exposure
to interest rate fluctuations and not for speculative purposes, approved in writing by the
Administrative Agent (such approval not to be unreasonably withheld), as it may from time to time
be amended, modified, restated or supplemented.



     “ISDA” means the International Swaps and Derivatives Association, Inc.



11









 





     “Issuing Bank” means JPMorgan Chase Bank, N.A., in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in Section
3.01(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to
be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include
any such Affiliate with respect to Letters of Credit issued by such Affiliate.



     “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.



     “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure
of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.



     “Lenders” means the Persons listed on Schedule 1.01 and any other Person
permitted hereunder that shall have become a party hereto pursuant to an Assignment and Assumption,
other than any such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption.



     “Letter of Credit” means any letter of credit issued pursuant to this Agreement.



     “LIBO Rate” means the Applicable Margin from time to time in effect plus the
applicable British Bankers’ Association London interbank offered rate for deposits in Dollars for
such Loan, as reported by any generally recognized financial information service as of 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period, and having a
maturity equal to such Interest Period, provided that if no such British Bankers’ Association
London interbank offered rate is available to the Administrative Agent, the applicable LIBO Rate
for the relevant Interest Period shall instead be the rate at which deposits in Dollars and in
immediately available funds are offered to first class banks in the London interbank market by the
Reference Bank at 11:00 a.m. (London time) two Business Days before the first day of the applicable
Interest Period and for a period equal to such Interest Period and in amounts substantially equal
to the amount of the requested LIBO Rate Loan of the Reference Bank comprising a part of such
Borrowing.



     “Lien” means any lien, mortgage, pledge, assignment (including any assignment of
rights to receive payments of money), security interest, charge or encumbrance of any kind
including any conditional sale or other title retention agreement or any lease (excluding, however,
any lease that is not a Capital Lease) in the nature thereof (whether voluntary or involuntary and
whether imposed or created by operation of law or otherwise), and any agreement to give a lien,
mortgage, pledge, assignment (including any assignment of rights to receive payments of money),
security interest, charge or other encumbrance of any kind; provided, however, that “Lien” shall
not include or cover (i) setoff rights and other standard arrangements for netting payment
obligations in the settlement of obligations, arising under ISDA standard documents or otherwise
customary in swap or hedging transactions; and (ii) setoff rights of banks party to Derivative
Obligations which rights arise in the ordinary course of customary banking relationships.



12









 





     “Loan” means a loan made pursuant to Section 2.01.



     “Loan Documents” means, collectively, this Agreement, the Notes, all instruments,
certificates and agreements now or hereafter executed or delivered by any Obligor to the
Administrative Agent or any Lender pursuant to any of the foregoing or in connection with the
Obligations or any commitment regarding the Obligations, and all amendments, modifications,
renewals, extensions, increases and rearrangements of, and substitutions for, any of the foregoing.



     “Material Adverse Effect” means, relative to any occurrence of whatever nature
(including any adverse determination in any litigation, arbitration or governmental investigation
or proceeding) and after taking into account actual insurance coverage and effective
indemnification with respect to such occurrence, (a) a material adverse effect on the financial
condition, business or operations of WIL and its consolidated Subsidiaries taken as a whole, (b)
the impairment of (i) the ability of the Obligors to collectively perform their payment or other
material obligations hereunder or under the Notes and other Loan Documents or (ii) the ability of
the Administrative Agent or the Lenders to realize the material benefits intended to be provided by
the Obligors under the Loan Documents or (c) the subjection of the Administrative Agent or any
Lender to any civil or criminal liability arising in connection with the Loan Documents.



     “Material Subsidiary” means, at any date, a consolidated Subsidiary the Capital Stock
of which is owned by WIL and/or one or more of its Subsidiaries and that either (a) has total
assets in excess of 5% of the total assets of WIL and its consolidated Subsidiaries, in each case
as determined in accordance with GAAP or (b) has gross net revenues in excess of 5% of the
consolidated gross revenues of WIL and its consolidated Subsidiaries based, in each case, on the
most recent audited consolidated financial statements of WIL.



     “Maturity Date” means May 12, 2006.



     “Maximum Rate” has the meaning set forth in Section 12.14.




     “May 1996 Debenture Indenture” means the Indenture dated as of May 17, 1996, from WII
to The Bank of New York, as Trustee, as amended and supplemented to the Execution Date.



     “May 1996 Debentures” means WII’s debentures issued pursuant to the May 1996 Debenture
Indenture, which are guaranteed by WIL.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Multiemployer Plan” means any plan which is a “multiemployer plan” (as such term is
defined in Section 4001(a)(3) of ERISA).



     “Net Worth” means, for any Person, at the date of any determination thereof, on a
consolidated basis, the sum of (a) the par value or stated value of its Capital Stock, plus (b)
capital in excess of par or stated value of shares of its Capital Stock, plus (or minus in the case
of a deficit), (c) retained earnings or accumulated deficit, as the case may be, plus (d) and any
other account which, in accordance with GAAP, constitutes stockholders’ equity, excluding



13









 





(e) any treasury stock, and (f) the effects upon net worth resulting from the translation of
foreign currency denominated assets into Dollars.




     “New Parent” has the meaning specified in the definition of the term
“Redomestication”.



     “Notes” has the meaning specified in Section 2.06(e).



     “Obligations” means, as at any date of determination thereof, the sum of the
following: (a) the aggregate principal amount of Loans outstanding hereunder on such date,
plus (b) all reimbursement obligations with respect to then outstanding Letters of Credit,
plus (c) all other outstanding liabilities, obligations and indebtedness of either Borrower under
any Loan Document on such date.



     “Obligors” means WIL, WII and HOC.



     “October 1997 Debenture Indenture” means the Indenture dated as of October 15, 1997,
from WII to The Chase Manhattan Bank, as Trustee, as amended and supplemented to the Execution
Date.



     “October 1997 Debentures” means WII’s 5% Convertible Subordinated Preferred Equivalent
Debentures due 2027 issued pursuant to the October 1997 Debenture Indenture, which are guaranteed
by WIL.



     “Original Credit Agreement” has the meaning specified in the Recitals.



     “Participant” has the meaning specified in Section 12.06(c).



     “Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies, other than Excluded Taxes, arising from
any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement, but only to the extent that any of the foregoing is imposed by (i)
Bermuda, Barbados, the Republic of Hungary or the United States or any other jurisdiction in which
WIL is Redomesticated or is resident for tax purposes with respect to a Foreign Lender or (ii)
Bermuda, Barbados, the Republic of Hungary or any other jurisdiction (other than the United States)
in which WIL is Redomesticated or is resident for tax purposes with respect to a Lender which is
not a Foreign Lender.



     “Past Due Rate” means, on any day, a rate per annum equal to (a) for ABR Borrowings,
the applicable Alternate Base Rate plus 2% and (b) for Eurodollar Borrowings, the applicable
Adjusted LIBO Rate plus 2%.



     “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any
or all of its functions under ERISA.



     “Performance Level” means a reference to one of Performance Level I, Performance Level
II, Performance Level III, Performance Level IV or Performance Level V.



14









 





     “Performance Level I” means, at any date of determination, WIL shall have an Index
Debt rating in effect on such date of A- or better by S&P and A3 or better by Moody’s.



     “Performance Level II” means, at any date of determination, (a) the Performance Level
does not meet the requirements of Performance Level I and (b) WIL shall have an Index Debt rating
in effect on such date of BBB+ or better by S&P and Baa1 or better by Moody’s.



     “Performance Level III” means, at any date of determination, (a) the Performance Level
does not meet the requirements of Performance Level I or Performance Level II and (b) WIL shall
have an Index Debt rating in effect on such date of BBB or better by S&P and Baa2 or better by
Moody’s.



     “Performance Level IV” means, at any date of determination, (a) the Performance Level
does not meet the requirements of Performance Level I, Performance Level II or Performance Level
III and (b) WIL shall have an Index Debt rating in effect on such date of BBB- or better by S&P and
Baa3 or better by Moody’s.



     “Performance Level V” means, at any date of determination, the Performance Level does
not meet the requirements of Performance Level I, Performance Level II, Performance Level III or
Performance Level IV.



     “Permitted Liens” means, without duplication,




     (a) Liens, not otherwise permitted under any other provision of this definition,
securing Indebtedness permitted under this Agreement in an aggregate principal amount at any
time outstanding which does not exceed 12% of WIL’s Net Worth;




     (b) Liens for Taxes or unpaid utilities not yet delinquent or which are being contested
in good faith by appropriate proceedings; provided that adequate reserves with respect
thereto are maintained on the books of WIL or its Subsidiaries, as the case may be, in
conformity with GAAP;




     (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business and not overdue for a period of more than
60 days or which are being contested in good faith by appropriate proceedings and for which
adequate reserves have been made in accordance with GAAP;




     (d) pledges or deposits or deemed trusts in connection with workers’ compensation,
unemployment insurance, pension, employment or other social security legislation;




     (e) easements, rights-of-way, use restrictions, minor defects or irregularities in
title, reservations (including reservations in any original grant from any government of any
land or interests therein and statutory exceptions to title) and other similar encumbrances
incurred in the ordinary course of business which, in the aggregate, are not substantial in
amount and which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the business of WIL or
any of its Subsidiaries;



15









 






     (f) judgment and attachment Liens not giving rise to an Event of Default or Liens
created by or existing from any litigation or legal proceeding that are currently being
contested in good faith by appropriate proceedings, promptly instituted and diligently
conducted, and for which adequate reserves have been made to the extent required by GAAP;




     (g) Liens on the assets of any entity or asset existing at the time such asset or
entity is acquired by WIL or any of its Subsidiaries, whether by merger, amalgamation,
consolidation, purchase of assets or otherwise; provided that such Liens (i) are not
created, incurred or assumed by such entity in contemplation of such entity’s being acquired
by WIL or any of its Subsidiaries; (ii) do not extend to any other assets of WIL or any of
its Subsidiaries; and (iii) the Indebtedness secured by such Lien is permitted pursuant to
this Agreement;




     (h) Liens securing Indebtedness of WIL or its Subsidiaries not prohibited by
Section 8.04 incurred to finance the acquisition of fixed or capital assets,
provided that (i) such Liens shall be created not more than 90 days after the acquisition of
such fixed or capital assets, (ii) such Liens do not at any time encumber any property other
than the property financed by such Indebtedness and (iii) the Liens are not modified to
secure other Indebtedness and the amount of Indebtedness secured thereby is not increased;




     (i) Liens incurred to secure the performance of tenders, bids, leases, statutory
obligations, surety and appeal bonds, government contracts, performance and return-of-money
bonds and other obligations of a like nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money);




     (j) leases or subleases granted to others not interfering in any material respect with
the business of WIL or any of its Subsidiaries;




     (k) Liens to secure obligations arising from statutory or regulatory requirements;




     (l) any interest or title of a lessor in property subject to any Capitalized Lease
Obligation or operating lease which, in each case, is permitted under this Agreement;




     (m) Liens in favor of collecting or payor banks having a right of setoff, revocation,
refund or chargeback with respect to money or instruments of WIL or any of its Subsidiaries
on deposit with or in possession of such bank; and




     (n) any renewal or refinancing of or substitution for, or any extension or modification
of any maturity date for any Indebtedness secured by, any Lien permitted by any of the
preceding clauses; provided that the debt secured is not increased nor the Lien extended to
any additional assets.



     “Person” means any individual, corporation, company, limited or general partnership,
limited liability company, joint venture, association, joint stock company, trust, unincorporated
organization or other entity, or any Governmental Authority.



16









 





     “Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code and is either (a) maintained
by WIL or any ERISA Affiliate for employees of WIL or any ERISA Affiliate or (b) maintained
pursuant to a collective bargaining agreement or any other arrangement under which more than one
employer makes contributions and to which WIL or any ERISA Affiliate is then making or accruing an
obligation to make contributions or has within the preceding five plan years made contributions.



     “Prime Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan Chase Bank, N.A., as its prime rate in effect at its principal office in New York City;
each change in the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.



     “Redomestication” means:




     (a) any amalgamation, merger, conversion or consolidation of WIL or WII with or into
any other Person, or of any other Person with or into WIL or WII, or the sale or other
disposition (other than by lease) of all or substantially all of its assets by WIL or WII to
any other Person,




     (b) any continuation, discontinuation, amalgamation, merger, conversion, consolidation
or domestication or similar action with respect to WIL or WII pursuant to the law of the
jurisdiction of its organization and of any other jurisdiction, or




     (c) the formation of a Person that becomes, as part of the transaction, the owner of
100% of the Capital Stock of WIL (the “New Parent”),



if as a result thereof





     (i) in the case of any action specified in clause (a), the entity that is the
surviving, resulting or continuing Person in such merger, amalgamation, conversion
or consolidation, or the transferee in such sale or other disposition,




     (ii) in the case of any action specified in clause (b), the entity that
constituted such Obligor, immediately prior thereto (but disregarding for this
purpose any change in its jurisdiction of organization), or




     (iii) in the case of any action specified in clause (c), the New Parent



(in any such case the “Survivor”) is a corporation or other entity, validly incorporated or
formed and existing in good standing (to the extent the concept of good standing is applicable)
under the laws of Delaware or another State of the United States or under the laws of the United
Kingdom, The Kingdom of the Netherlands or (with the consent of the Required Lenders, such consent
not to be unreasonably withheld) under the laws of any other jurisdiction, whose Capital Stock of
each class issued and outstanding immediately following such action, and giving effect thereto,
shall be beneficially owned by the same Persons, in the same percentages, as was the Capital Stock
of the entity constituting WIL immediately prior thereto and, if the Survivor is WII or the New
Parent, the Survivor continues to be owned, directly or indirectly, 100% by Persons who




17









 








were shareholders of WIL immediately prior to such transaction and the Survivor shall have
delivered to the Administrative Agent (i) a certificate to the effect that, both before and after
giving effect to such transaction, no Default or Event of Default exists, (ii) an opinion,
reasonably satisfactory in form, scope and substance to the Administrative Agent, of counsel
reasonably satisfactory to the Administrative Agent, addressing such matters in connection with the
Redomestication as the Administrative Agent or any Lender may reasonably request, and (iii) if the
Survivor is the New Parent, a guaranty of the Obligations in form and substance reasonably
satisfactory to the Administrative Agent.




     “Reference Bank” means JPMorgan Chase Bank, N.A.



     “Register” has the meaning specified in Section 12.06(b)(iv).



     “Regulation A” means Regulation A of the Board (respecting loans to depository
institutions), as the same is from time to time in effect, and all official rulings and
interpretations thereunder or thereof.



     “Regulation D” means Regulation D of the Board (respecting reserve requirements), as
the same is from time to time in effect, and all official rulings and interpretations thereunder or
thereof.



     “Regulation U” means Regulation U of the Board (respecting margin credit extended by
banks), as the same is from time to time in effect, and all official rulings and interpretations
thereunder or thereof.



     “Regulation X” means Regulation X of the Board (respecting borrowers who obtain margin
credit), as the same is from time to time in effect, and all official rulings and interpretations
thereunder or thereof.



     “Reportable Event” means an event described in Section 4043(c) of ERISA with respect
to a Plan as to which the 30-day notice requirement has not been waived by the PBGC.



     “Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and
unused Commitments representing at least fifty-one percent (51%) of the sum of the total Revolving
Credit Exposures and unused Commitments at such time.



     “Requirement of Law” means, as to any Person, any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or any of its
property is subject.



     “Responsible Officer” means, with respect to any Obligor, the president, the chief
financial officer, the controller or any vice president of such Obligor, or an individual
specifically authorized by the Board of Directors of such Obligor to sign on behalf of such
Obligor.



     “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.



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     “S&P” means Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc.



     “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject (a)
with respect to the Base CD Rate, for new negotiable nonpersonal time deposits in dollars of over
$100,000 with maturities approximately equal to three months and (b) with respect to the Adjusted
LIBO Rate, for eurocurrency funding (currently referred to as “eurocurrency liabilities” in
Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under such Regulation D or any
comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.



     “Subsidiary” of a Person means (a) a company or corporation a majority of whose Voting
Stock is at the time, directly or indirectly, owned by such Person, by one or more subsidiaries of
such Person or by such Person and one or more subsidiaries of such Person, (b) a partnership in
which such Person or a subsidiary of such Person is, at the date of determination, a general or
limited partner of such partnership, but only if such Person or its subsidiary is entitled to
receive more than 50% of the assets of such partnership upon its dissolution, or (c) any other
Person (other than a corporation or partnership) in which such Person, directly or indirectly, at
the date of determination thereof, has (i) at least a majority ownership interest or (ii) the power
to elect or direct the election of a majority of the directors or other governing body of such
Person. Unless the context otherwise clearly requires, references in this Agreement to a
“Subsidiary” or the “Subsidiaries” refer to a Subsidiary or the Subsidiaries of WIL.



     “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.



     “Termination Date” means the earlier of (a) the Maturity Date and (b) the earlier date
of the acceleration of the maturity of the Obligations pursuant to Section 9.01.



     “Three-Month Secondary CD Rate” means, for any day, the secondary market rate for
three-month certificates of deposit reported as being in effect on such day (or, if such day is not
a Business Day, the next preceding Business Day) by the Board through the public information
telephone line of the Federal Reserve Bank of New York (which rate will, under the current
practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such next preceding
Business Day, the average of the secondary market quotations for three-month certificates of
deposit of major money center banks in New York City received at approximately 10:00 a.m., New York
City time, on such day (or, if such day is not a Business Day, on the next preceding Business Day)
by the Administrative Agent from three negotiable certificate of deposit dealers of recognized
standing selected by it.



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     “Total Capitalization” means, for any Person, at the date of determination thereof,
the sum of (a) Consolidated Indebtedness of such Person, plus (b) Net Worth of such Person, plus
(c) the outstanding principal amount of the October 1997 Debentures at such date.



     “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate.



     “Utilization Fee” means the per annum rate specified in Section 2.08(d), as
determined under the heading “Utilization Fee” in the definition of “Applicable Rate” and based
upon the ratings by Moody’s and S&P, respectively, applicable on such date to the Index Debt.



     “Voting Stock” means, with respect to any Person, securities of any class or classes
of Capital Stock in such Person entitling holders thereof (whether at all times or only so long as
no senior class of stock has voting power by reason of any contingency) to vote in the election of
members of the Board of Directors or other governing body of such Person.



     “Wholly-Owned Subsidiary” of a Person means a Subsidiary of which all issued and
outstanding Capital Stock (excluding directors’ qualifying shares or similar jurisdictional
requirements) is directly or indirectly owned by such Person.



     “WII” has the meaning specified in paragraph (b) on page one.



     “WIL” has the meaning specified in paragraph (a) on page one.



     “Zero Coupon Debentures” means the zero coupon convertible debentures due June 30,
2020, issued by WII on August 22, 2000, pursuant to the Indenture dated as of May 17, 1996, from
WII to The Bank of New York, as Trustee, as amended and supplemented thereafter, and guaranteed by
WIL.



     SECTION 1.02. Types of Borrowings. Please do not type any text in this area.
Borrowings hereunder are distinguished by “Type.” The “Type” of a Loan refers to the determination
whether such Loan is a part of a Loan bearing interest at the Adjusted LIBO Rate or at the
Alternate Base Rate.



     SECTION 1.03. Accounting Terms; Changes in GAAP. Please do not type any text in
this area. All accounting and financial terms used herein and not otherwise defined herein
and the compliance with each covenant contained herein which relates to financial matters shall be
determined in accordance with GAAP applied on a consistent basis, except to the extent that a
deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on
the Execution Date, such that the defined terms set forth in Section 1.01 or the covenants
set forth in Article VIII would then be calculated in a different manner or with different
components or would render the same not meaningful criteria for evaluating the matters contemplated
to be evidenced by such covenants, (a) WIL and the Lenders agree, within the 60-day period
following any such change, to negotiate in good faith and enter into an amendment to this Agreement
in order to conform the defined terms set forth in Section 1.01 or the covenants set forth
in Article VIII, or both, in such respects as shall reasonably be deemed necessary by the
Required Lenders so that the criteria for evaluating the matters contemplated to be evidenced by
such covenants are substantially the same criteria as were effective prior to any such change in
GAAP, and (b) the Obligors shall be



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deemed to be in compliance with such covenants during the
60-day period following any such change, or until the earlier date of execution of such amendment,
if and to the extent that the Obligors would have been in compliance therewith under GAAP as in
effect immediately prior to such change.




     SECTION 1.04. Interpretation. Please do not type any text in this area. (a)
In this Agreement, unless a clear contrary intention appears:



     (i) the singular number includes the plural number and vice versa;



     (ii) reference to any gender includes each other gender;



     (iii) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular Article, Section or other subdivision;



     (iv) unless the context indicates otherwise, reference to any Person includes such Person’s
successors and assigns but, if applicable, only if such successors and assigns are permitted by
this Agreement, including any Person that becomes a successor to WIL or WII as a result of a
Redomestication, and reference to a Person in a particular capacity excludes such Person in any
other capacity or individually, provided that nothing in this clause (iv) is intended to authorize
any assignment not otherwise permitted by this Agreement;



     (v) except as expressly provided to the contrary herein, reference to any agreement, document
or instrument (including this Agreement) means such agreement, document or instrument as amended,
supplemented or modified and in effect from time to time in accordance with the terms thereof and,
if applicable, the terms hereof, and reference to any Note or other note includes any note issued
pursuant hereto in extension or renewal thereof and in substitution or replacement therefor;



     (vi) unless the context indicates otherwise, reference to any Article, Section, Schedule or
Exhibit means such Article or Section hereof or such Schedule or Exhibit hereto;



     (vii) the word “including” (and with correlative meaning “include”) means including, without
limiting the generality of any description preceding such term;



     (viii) with respect to the determination of any period of time, except as expressly provided
to the contrary, the word “from” means “from and including” and the word “to” means “to but
excluding”;



     (ix) reference to any law, rule or regulation means such as amended, modified, codified or
reenacted, in whole or in part, and in effect from time to time; and



     (x) the term “annualized” as used herein shall mean the multiplication of the applicable
amount for any given period by a fraction, the numerator of which is 365 or 366
(whichever may be the number of days in the applicable year) and the denominator of which is
the number of days elapsed in such year.



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     (b) The Article and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.



     (c) No provision of this Agreement shall be interpreted or construed against any Person solely
because that Person or its legal representative drafted such provision.



ARTICLE II

COMMITMENTS; LOANS




     SECTION 2.01. Loans. Please do not type any text in this area. Subject to
the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrowers from
time to time during the Availability Period in an aggregate principal amount that shall not result
in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of
the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and
reborrow Loans. Each Lender severally agrees, subject to all of the terms and conditions of this
Agreement to make Loans as follows:



          (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders
ratably in accordance with their respective Commitments. The failure of any Lender to make any
Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be responsible for any
other Lender’s failure to make Loans as required.



          (b) Subject to Section 2.10, (i) each Borrowing shall be comprised entirely of ABR
Loans or Eurodollar Loans as a Borrower may request in accordance herewith. Each Lender at its
option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not affect the joint and
several obligation of the Borrowers to repay such Loan in accordance with the terms of this
Agreement.



          (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing
shall be in an aggregate amount that is an integral multiple of $3,000,000 and not less than
$3,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR
Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total
Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated
by Section 3.01(e). Borrowings of more than one Type may be outstanding at the same time;
provided that there shall not at any time be more than a total of seven Eurodollar Borrowings
outstanding.



          (d) Notwithstanding any other provision of this Agreement, neither Borrower shall be entitled
to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.



     SECTION 2.02. Requests for Loans. Please do not type any text in this area.
To request a Borrowing, a Borrower shall notify the Administrative Agent, who shall promptly
thereafter notify the Lenders, of such request by telephone (a) in the case of a Eurodollar
Borrowing, not later than 11:00 a.m., New York City



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time, three Business Days before the date of
the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York
City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing
to finance the reimbursement of an LC Disbursement as contemplated by Section 3.01(e) may
be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing.
Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved
by the Administrative Agent and signed by the Borrower requesting the Borrowing. Each such
telephonic and written Borrowing Request shall specify the following information in compliance with
Section 2.01:





     (i) the aggregate amount of the requested Borrowing;




     (ii) the date of such Borrowing, which shall be a Business Day;




     (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;




     (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and




     (v) the location and number of the account of the requesting Borrower to which funds
are to be disbursed, which shall comply with the requirements of Section 2.03.



If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then the requesting Borrower shall be deemed to have selected an Interest Period of one
month’s duration. Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount
of such Lender’s Loan to be made as part of the requested Borrowing.




     SECTION 2.03. Funding of Borrowings. Please do not type any text in this
area.



          (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders by 12:00 noon, New York City
time for Borrowings consisting of Eurodollar Loans, and 1:00 p.m. New York City time, for
Borrowings consisting of ABR Loans. The Administrative Agent shall make such Loans available to
the requesting Borrower by promptly crediting the amounts so received, in like funds, to an account
of such Borrower maintained with the
Administrative Agent in Houston, Texas, and designated by such Borrower in the applicable
Borrowing Request; provided that an ABR Borrowing made to finance the reimbursement of an LC
Disbursement as provided in Section 3.01(e) shall be remitted by the Administrative Agent
to the Issuing Bank.



          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender shall not make available to the



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Administrative
Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender
has made such share available on such date in accordance with paragraph (a) of this Section and
may, in reliance upon such assumption, make available to the requesting Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the Borrowers, jointly and severally, and the
applicable Lender severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount with interest thereon, for each day from and including the date such amount is
made available to the requesting Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to ABR
Borrowings. If such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Loan included in such Borrowing.




     SECTION 2.04. Interest Elections.



          (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, a Borrower may elect to convert such Borrowing to
a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may
elect Interest Periods therefor, all as provided in this Section. A Borrower may elect different
options with respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate Borrowing.



          (b) To make an election pursuant to this Section, a Borrower shall notify the Administrative
Agent of such election by telephone by the time that a Borrowing Request would be required under
Section 2.02 if such Borrower were requesting a Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Interest Election Request in a form approved by the
Administrative Agent and signed by such Borrower.



          (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:




     (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);




     (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;



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     (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and




     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.



If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrower making such Interest Election Request shall be deemed to have
selected an Interest Period of one month’s duration.




          (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.



          (e) If a Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies WIL, then, so long as an Event of Default is continuing (i) no outstanding
Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto.



     SECTION 2.05. Termination and Reduction of Commitments. Please do not type any text
in this area.



          (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.



          (b) WIL may at any time terminate, or from time to time reduce, the Commitments; provided that
(i) each reduction of the Commitments shall be in an amount that is an integral multiple of
$1,000,000 and not less than $5,000,000 and (ii) WIL shall not terminate or reduce the Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance with Section
2.07, the Revolving Credit Exposures would exceed the total Commitments.



          (c) WIL shall notify the Administrative Agent of any election to terminate or reduce the
Commitments under paragraph (b) of this Section at least three Business Days prior to the effective
date of such termination or reduction, specifying such election and the effective date thereof.
Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the
contents thereof. Each notice delivered by WIL pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Commitments delivered by WIL may state that such
notice is conditioned upon the effectiveness of other credit facilities, in which case such notice
may be revoked by WIL (by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be
permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance
with their respective Commitments, and each such reduction of



25









 





each such Lender’s Commitment shall
be applied to the reduction of such Lender’s commitment to make Loans and acquire LC Exposure in
the same proportion as each such commitment bears to such Lender’s total Commitment immediately
prior to such reduction.




     SECTION 2.06. Repayment of Loans; Evidence of Debt. Please do not type any text in
this area.



          (a) The Borrowers hereby jointly and severally and unconditionally promise to pay to the
Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan
on the Maturity Date.



          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.



          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from each Borrower
to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.



          (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the obligations recorded
therein; provided that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of the Borrowers,
jointly and severally, to repay the Loans in accordance with the terms of this Agreement.



          (e) Any Lender may request that Loans made by it be evidenced by a promissory note (all of
such notes being hereinafter collectively referred to as the “Notes”). In such event, the
Borrowers shall prepare, execute and deliver to such Lender a promissory note payable, jointly and
severally, to the order of such Lender and in the form of Exhibit 2.06. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 12.06) be represented by one or more
Notes in such form payable to the order of the payee named therein.



     SECTION 2.07. Prepayment of Loans. Please do not type any text in this area.



          (a) The Borrowers shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this
Section.



          (b) A Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of
any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the
case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business
Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount



26









 





of each Borrowing or portion thereof to be prepaid;
provided that, if a notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.05, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance with Section
2.05. Promptly following receipt of any such notice relating to a Borrowing, the
Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of
any Borrowing shall be in an amount that would be permitted in the case of an advance of a
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.09.




          (c) On the date that a Change of Control of the type described in clause (a)(iii) of the
definition of that term occurs and on the date that is 15 days after the occurrence of any other
type of Change of Control, the Commitments shall terminate and the Borrowers (i) jointly and
severally, shall prepay the principal amount of the Loans and all accrued and unpaid interest
thereon in immediately available funds and (ii) deposit in an account with the Administrative
Agent, in the name of the Administrative Agent for the benefit of the Lenders, an amount in cash
equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon. Such
deposit shall be held by the Administrative Agent for the payment of LC Exposure. The
Administrative Agent shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Such deposits shall be invested so as to earn interest at such rate
on overnight deposits as the Administrative Agent may reasonably obtain, but such investments shall
be made at the Borrowers’ risk and expense. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the joint and several reimbursement
obligations of the Borrowers for the LC Exposure at such time. Moneys in such account (to the
extent not applied as aforesaid) shall be returned to the applicable Borrower within three Business
Days after all LC Exposure shall have been reduced to zero.



     SECTION 2.08. Fees. Please do not type any text in this area.



          (a) The Borrowers, jointly and severally, agree to pay to the Administrative Agent for the
account of each Lender a Facility Fee, which shall accrue at the Facility Fee Rate on the daily
amount of the Commitment of such Lender (whether used or unused) during the period from and
including the Effective Date to but excluding the date on which such Lender ceases to have any
Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of
March, June, September and December of each year and on the date on which the Commitments
terminate, commencing on the first such date to occur after the date hereof; provided that any
facility fees accruing after the date on which the Commitments terminate shall be payable on
demand. All facility fees shall be computed on the basis of a year of 365 or 366 days, as
applicable, and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day).



          (b) The Borrowers, jointly and severally, agree to pay (i) to the Administrative Agent for the
account of each Lender a participation fee with respect to its



27









 





participations in Letters of Credit,
which shall accrue at the same Applicable Margin used to determine the interest rate applicable to
Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates
and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a
fronting fee, which shall accrue at the rate of .125% per annum on the average daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during
the period from and including the Effective Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as
the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of March, June, September and December of each year
shall be payable on the third Business Day following such last day, commencing on the first such
date to occur after the Effective Date; provided that all such fees shall be payable on the date on
which the Commitments terminate and any such fees accruing after the date on which the Commitments
terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this
paragraph shall be payable within 10 days after demand. All participation fees and fronting fees
shall be computed on the basis of a year of 365 or 366 days, as applicable, and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day).




          (c) The Borrowers, jointly and severally, agree to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon between WIL and
the Administrative Agent.



          (d) The Borrowers, jointly and severally, agree to pay to the Administrative Agent for the
account of each Lender a utilization fee (the “Utilization Fee”) which shall accrue at the
Applicable Rate on the daily amount of the Revolving Credit Exposure of such Lender at
all times when the Revolving Credit Exposure of such Lender exceeds 33% of such Lender’s
Commitment. Accrued Utilization Fees shall be payable in arrears on the last day of March, June,
September and December of each year and/or the Maturity Date.



          (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for
distribution, in the case of facility fees, participation fees and Utilization Fees, to the
Lenders. Fees paid shall not be refundable under any circumstances.



     SECTION 2.09. Interest. Please do not type any text in this area.



          (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate.



          (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.



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          (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus
the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section
or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Borrowings as provided
in paragraph (a) of this Section.



          (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Loan prior to the Termination Date),
accrued interest on the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to
the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on
the effective date of such conversion.



          (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO
Rate shall be determined by the Administrative Agent, and such determination shall be presumed
correct absent manifest error.



     SECTION 2.10. Alternate Rate of Interest. Please do not type any text in this
area. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:




     (i) the Administrative Agent determines (which determination shall be presumed correct
absent manifest error) that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or




     (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period shall not adequately and
fairly reflect the cost to such Lenders of making or maintaining their Loans included in
such Borrowing for such Interest Period;



then the Administrative Agent shall give notice thereof to WIL and the Lenders by telephone or
telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies WIL and
the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any ABR Borrowing to, or continuation of any
Eurodollar Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing
Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.




     SECTION 2.11. Increased Costs. Please do not type any text in this area.




     (a) If any Change in Law shall:



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     (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the
Issuing Bank; or




     (ii) impose on any Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of
Credit or participation therein;



and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or
the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower shall
pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as
shall compensate such Lender or the Issuing Bank, as the case may be, for such additional costs
incurred or reduction suffered.




          (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or the
Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
could have achieved but for such Change in Law (taking
into consideration such Lender’s or the Issuing Bank’s policies and the policies of such
Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to
time the Borrowers, jointly and severally, shall pay to such Lender or the Issuing Bank, as the
case may be, such additional correct amount or amounts as shall compensate such Lender or the
Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction
suffered.



          (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section, along with (i) a calculation of such amount
or amounts, (ii) a description of the specific Change in Law that justifies such amounts due, and
(iii) such other pertinent information related to the foregoing as either Borrower may reasonably
request, shall be delivered to such Borrower and shall be presumed correct absent manifest error.
The Borrowers, jointly and severally, shall pay such Lender or the Issuing Bank, as the case may
be, the correct amount shown as due on any such certificate within 10 days after receipt thereof.



          (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right
to demand such compensation; provided that no Borrower shall be required to compensate a Lender or
the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than
120 days prior to the date that such Lender or the Issuing Bank, as



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the case may be, notifies the
Borrowers of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if
the Change in Law giving rise to such increased costs or reductions is retroactive, then the
120-day period referred to above shall be extended to include the period of retroactive effect
thereof.




     SECTION 2.12. Break Funding Payments. Please do not type any text in this
area. In the event of (a) the payment of any principal of any Eurodollar Loan other than on
the last day of an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar
Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such
notice may be revoked under Section 2.07(b) and is revoked in accordance therewith), or (d)
the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by a Borrower pursuant to Section 4.03, then, in any such
event, the Borrowers, jointly and severally, shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense
to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if
any, of (i) the amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such
Loan, for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such Lender would bid
were it to
bid, at the commencement of such period, for dollar deposits of a comparable amount and period
from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the
Borrowers and shall be presumed correct absent manifest error, and shall set forth a calculation of
such amounts and such other information as either Borrower may reasonably request. The Borrowers,
jointly and severally, shall pay such Lender the amount shown as due on any such certificate within
10 days after receipt thereof.



     SECTION 2.13. Agreement to Defer Exercise of Right of Contribution, Etc. Please do
not type any text in this area. Notwithstanding any payment or payments made by a Borrower (a
“Paying Borrower”) hereunder, or any setoff or application by the Administrative Agent or
any Lender of any security furnished by, or of any credits or claims against, such Paying Borrower,
if an Event of Default has occurred and is continuing, such Paying Borrower will not assert or
exercise any rights of the Administrative Agent or any Lender or of its own, against the other
Borrower to recover the amount of any such payment, setoff or application by the Administrative
Agent or any Lender, whether by way of assertion of any claim, or exercise of any remedy or right
of subrogation, reimbursement, exoneration, contribution, indemnification, participation or
otherwise, and whether arising by contract, by statute, under common law or otherwise, and, if an
Event of Default has occurred and is continuing, such Paying Borrower shall not have any right to
exercise any right of recourse to or any claim against assets or property of the other Borrowers
for such amounts, in each case unless and until all of the Obligations of the Borrowers have been
fully and finally satisfied. If any amount shall be paid to a Paying Borrower by the other
Borrower after payment in full of the Obligations, and the Obligations shall thereafter be



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reinstated in whole or in part and the Administrative Agent or any Lender forced to repay to either
Borrower any sums received in payment of the Obligations, the obligations of each Borrower
hereunder shall be automatically pro tanto reinstated and such amount shall be held in trust by the
payee thereof for the benefit of the Administrative Agent and the Lenders and shall forthwith be
paid to the Administrative Agent to be credited and applied to the Obligations, whether matured or
unmatured.




ARTICLE III

LETTERS OF CREDIT




     SECTION 3.01. Letters of Credit. Please do not type any text in this area.



          (a) General. Subject to the terms and conditions set forth herein, a Borrower may
request the issuance of Letters of Credit for its own account, in a form reasonably acceptable to
the Administrative Agent and the Issuing Bank, at any time and from time to time during the
Availability Period. In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit application or other
agreement submitted by a Borrower to, or entered into by a Borrower with, the Issuing Bank relating
to any Letter of Credit, the terms and conditions of this Agreement shall control. Nothing
contained in this Article III is intended to limit or restrict the rights of
either Borrower or any Subsidiary to obtain letters of credit from any Person, regardless of
whether such Person is a party hereto.



          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), a Borrower shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal
or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal
or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) of this Section 3.01), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing
Bank, a Borrower also shall submit a letter of credit application on the Issuing Bank’s standard
form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not
exceed $100,000,000 and (ii) the total Revolving Credit Exposure shall not exceed the total
Commitments.



          (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is fifteen (15) days prior to the Maturity Date.




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          (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section
3.01, or of any reimbursement payment required to be refunded to a Borrower for any reason.
Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected
by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.




          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrowers, jointly and severally, shall reimburse such LC Disbursement by
paying to the Administrative Agent an amount equal to such LC Disbursement
not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made,
if the Borrowers shall have received notice of such LC Disbursement prior to 10:00 a.m., New York
City time, on such date, or, if such notice has not been received by the Borrowers prior to such
time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that
the Borrowers receive such notice, if such notice is received prior to 10:00 a.m., New York City
time, on the day of receipt, or (ii) the Business Day immediately following the day that the
Borrowers receive such notice, if such notice is not received prior to such time on the day of
receipt; provided that, if such LC Disbursement is not less than $1,000,000, the applicable
Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with
Section 2.02 or Section 2.03 that such payment be financed with an ABR Borrowing in
an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment
shall be discharged and replaced by the resulting ABR Borrowing. If the Borrowers fail to make
such payment when due, the Administrative Agent shall notify each Lender of the applicable LC
Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s
Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to
the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in
the same manner as provided in Section 2.03 with respect to Loans made by such Lender (and
Section 2.03 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and
the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from
the Lenders. Promptly following receipt by the Administrative Agent of any payment from a Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing
Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment
made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
(other than the funding of ABR Borrowings as contemplated above) shall not constitute a Loan and
shall not relieve either Borrower of its obligation to reimburse such LC Disbursement.




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          (f) Obligations Absolute. The Borrowers’ joint and several obligations to reimburse
LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under
any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in
any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by
the Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit, excluding payments by the Issuing Bank
with respect to drafts or other documents that do not comply on their face with the express terms
of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this Section, constitute a
legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations
hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Affiliates, shall have any liability or responsibility by reason of or in connection with the
issuance or transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any
error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the Issuing Bank;
provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the
Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrowers to the extent permitted by applicable law)
suffered by a Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross negligence,
willful misconduct or unlawful acts on the part of the Issuing Bank (as finally determined by a
court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each
such determination. In furtherance of the foregoing and without limiting the generality thereof,
the parties agree that, with respect to documents presented which appear on their face to be in
compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.




          (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower for whose
account the Letter of Credit was issued by telephone (confirmed by telecopy) of such demand for
payment and whether the Issuing Bank has made or shall make an LC Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve either Borrower of its
obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.




34









 








          (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless such LC Disbursement is reimbursed by a Borrower in full on the date such LC Disbursement is
made, the unpaid amount thereof shall bear interest, for each day from and including the date such
LC Disbursement is made to but excluding the date that such LC Disbursement is reimbursed, at the
rate per annum then applicable to ABR Borrowings; provided that, if the Borrowers fail to reimburse
such LC Disbursement when due pursuant to paragraph (e) of this Section 3.01, then
Section 2.09(c)(ii) shall apply. Interest accrued pursuant to this paragraph shall be for
the account of the Issuing Bank, except that interest accrued on and after the date of payment by
any Lender pursuant to paragraph (d) of this Section 3.01 to reimburse the Issuing Bank
shall be for the account of such Lender to the extent of such payment.




          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by
written agreement among WIL, the Administrative Agent, the replaced Issuing Bank and the successor
Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the Borrowers, jointly and
severally, shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant
to Section 2.08(b). From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to
the term “Issuing Bank” shall be deemed to refer to such successor or to
any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context
shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall
remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank
under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but
shall not be required to issue additional Letters of Credit.




          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on
the Business Day that the Borrowers receive notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than 51% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in
cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon;
provided that the joint and several obligation of the Borrowers to deposit such cash collateral
shall become effective immediately, and such deposit shall become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of Default with
respect to a Borrower described in clauses (f) or (g) of Section 9.01. Such deposit shall
be held by the Administrative Agent as collateral for the payment and performance of the
obligations of the Borrowers under this Agreement. The Administrative Agent shall have control, as
defined in the Uniform Commercial Code of the State of New York, including the exclusive right of
withdrawal, over such account. Such deposits shall be invested so as to earn interest at such rate
on overnight deposits as the Administrative Agent may reasonably obtain, but such investments shall
be made at the Borrowers’ risk and expense. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the joint and several reimbursement
obligations of the Borrowers for




35









 








the LC Exposure at such time or, if the maturity of the Loans has
been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than
51% of the total LC Exposure), be applied to satisfy other obligations of the Borrowers under this
Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrowers within three Business Days after all Events of
Default have been cured or waived.




ARTICLE IV



PAYMENTS; PRO RATA TREATMENT; TAXES




     SECTION 4.01. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
Each Borrower shall make each payment required to be
made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or
of amounts payable under Sections 2.11, 2.12 or 4.02, or otherwise) prior
to 12:00 noon, New York City time, on the date when due, in immediately available funds, without
set-off or counterclaim. Any amounts received after such time on any date may, in the discretion
of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the Administrative Agent at its
offices at 270 Park Avenue, New York, New York, except payments to be made directly to the Issuing
Bank as expressly provided herein and except that payments pursuant to Sections 2.11, 2.12,
4.02 and 12.04 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder
shall be due on a day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension. All payments hereunder shall be made in
dollars.



          (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.




          (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in
LC Disbursements resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon
than the proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans and participations in LC
Disbursements of other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and





36









 








participations in LC Disbursements; provided that
(i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to
the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by a Borrower pursuant to and in accordance with the
express terms of this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations in LC Disbursements
to any assignee or participant, other than to a Borrower or any Subsidiary or Affiliate thereof (as
to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing
and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of
set-off and counterclaim with respect to such participation as fully as if such Lender were a
direct creditor of such Borrower in the amount of such participation.




          (d) Unless the Administrative Agent shall have received notice from a Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Bank hereunder that such Borrower shall not make such
payment, the Administrative Agent may assume that such Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or
the Issuing Bank, as the case may be, the amount due. In such event, if a Borrower has not in fact
made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation.




          (e) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 3.01(d), 3.01(e), 2.03(b) or 4.01(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of such Lender to
satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are
fully paid.




     SECTION 4.02. Taxes.



          (a) Any and all payments by or on account of any obligation of the Borrowers hereunder shall
be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided
that if either Borrower 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 Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) such Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.




37









 








          (b) The Borrowers, jointly and severally, shall indemnify the Administrative Agent, each
Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing
Bank, as the case may be, on or with respect to any payment by or on account of any obligation of a
Borrower hereunder (including Indemnified Taxes or Other 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 Indemnified Taxes or Other
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 the Borrowers by a Lender or
the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Bank, shall be presumed correct absent manifest error.




          (c) Any Lender that is entitled to an exemption from or reduction of withholding tax under the
law of the jurisdiction in which a Borrower is located or treated as located for income Tax
purposes, or any treaty to which any such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to such Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably requested by such
Borrower as shall permit such payments to be made without withholding or at a reduced rate.




          (d) If the Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes paid by a Borrower or with respect to which a
Borrower has paid additional amounts pursuant to this Section 4.02, it shall pay over such
refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts
paid, by such Borrower under this Section 4.02 with respect to the Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such
Lender and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that each Borrower, upon the request of the Administrative
Agent or such Lender, agrees to repay promptly the amount paid over to such Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority with respect to
such amount) to the Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority. This Section shall not
be construed to require the Administrative Agent or any Lender to make available its Tax returns
(or any other information relating to its Taxes which it deems confidential) to either Borrower or
any other Person.




          (e) Without limiting the generality of the foregoing, each Foreign Lender shall deliver to
each Borrower and the Administrative Agent on the Effective Date or upon the effectiveness of any
Assignment and Assumption by which it becomes a party to this Agreement (i) two duly completed
copies of United States Internal Revenue Service Form W-8ECI, W-8BEN, W-8EXP or W-8IMY or successor
applicable form, as the case may be, certifying in each case that such Lender is entitled to
receive payments under this Agreement and the Notes payable to it without deduction or withholding
of any United States federal income Taxes, as if each Borrower were incorporated under the laws of
the United States or a State thereof, and (ii) any other governmental forms which are necessary or
required under an applicable Tax treaty or otherwise by law to eliminate any withholding Tax, which
have been reasonably requested by





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the Borrowers. Each Lender which delivers to the Borrowers and
the Administrative Agent a Form W-8ECI, W-8BEN, W-8EXP or W-8IMY pursuant to the preceding sentence
further undertakes to deliver to the Borrowers and the Administrative Agent two further copies of
such form on or before the date that any such form expires (currently, three successive calendar
years for Form W-8BEN or Form W-8ECI) or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form so delivered by it, and such amendments thereto or
extensions or renewals thereof as may reasonably be requested by a Borrower and the Administrative
Agent, in each case certifying that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income Taxes, unless an
event (including any change in treaty, law or regulation) has occurred prior to the date on which
any such delivery would otherwise be required which renders all such forms inapplicable or which
would prevent such Lender from duly completing and delivering any such form with respect to it and
such Lender advises the Borrowers and the Administrative Agent that it is not capable of receiving
payments without any deduction or withholding of United States federal income Taxes and in any such
event, each Borrower shall withhold Taxes at the rate and in the manner required by the laws of the
United States with respect to payments made to such a
Lender and shall be required to pay any additional amounts or indemnify such a Lender pursuant
to this Section 4.02 with respect to such withheld Taxes.




          (f) The Borrowers, jointly and severally, will remit to the appropriate Governmental
Authority, prior to delinquency, all Indemnified Taxes and Other Taxes payable in respect of any
payment. Within 30 days after the date of any payment of Indemnified Taxes or Other Taxes, the
applicable Borrower will furnish to the Administrative Agent the original or a certified copy of a
receipt evidencing payment of such Indemnified Taxes or Other Taxes or such other evidence thereof
as may be reasonably satisfactory to the Administrative Agent.




     SECTION 4.03. Mitigation Obligations; Replacement of Lenders.
If any Lender requests compensation under Section 2.11,
or if a Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 4.02, then such Lender shall
use reasonable efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.11 or 4.02, as the case may be, in
the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrowers hereby, jointly and severally, agree to
pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.



          (b) If any Lender requests compensation under Section 2.11, or if a Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 4.02, or if any Lender defaults in its obligation to fund
Loans hereunder or if any Lender fails to provide its consent to a Redomestication under the laws
of a jurisdiction (other than the United Kingdom or The Kingdom of the Netherlands) outside of the
United States, then WIL may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 12.06), all its interests, rights
and obligations under this Agreement to an assignee that shall assume such obligations (which





39









 








assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Lender
shall have received payment of an amount equal to the outstanding principal of its Loans and
participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the applicable Borrower (in the case of all other amounts) and (ii) in the
case of any such assignment resulting from a claim for compensation under Section 2.11 or
payments required to be made pursuant to Section 4.02, such assignment shall result in a
reduction in such compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling WIL to require such assignment and delegation cease to apply and such
Lender neither received nor continued to claim any such compensation or payment.



ARTICLE V



CONDITIONS PRECEDENT




     SECTION 5.01. Conditions Precedent to the Initial Credit Event. The obligation of each Lender to make any Loan on or after the date
hereof or the Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever
event shall first occur) for the account of either Borrower is subject to the following conditions:



          (a) The Administrative Agent shall have received the following:





     (i) this Agreement executed by each party hereto;




     (ii) the appropriate Notes of the Borrowers, if any, payable to each applicable Lender,
duly completed and executed and dated the Execution Date;




     (iii) a certificate of a Responsible Officer and of the secretary or an assistant
secretary of each Obligor, dated the date hereof and certifying, inter alia (A) true and
complete copies of the memorandum of association and bye-laws or the bylaws and certificate
of incorporation or other organizational documents, each as amended and in effect, of such
Person and the resolutions adopted by the Board of Directors of such Person (1) authorizing
the execution, delivery and performance by such Person of this Agreement and the other Loan
Documents to which it is or shall be a party and the borrowing of the Loans to be made, and
the request for the Letters of Credit to be issued, hereunder, (2) approving the forms of
the Loan Documents to which it is a party and which shall be delivered at or prior to the
date of the initial Credit Event and (3) authorizing officers of such Person to execute and
deliver the Loan Documents to which it is or shall be a party and any related documents,
including any agreement contemplated by this Agreement, (B) the incumbency and specimen
signatures of the officers of such Person executing any documents on its behalf and (C) (1)
that the representations and warranties made by such Obligor in any Loan Document to which
such Person is a party and which shall be delivered at or prior to the date of the initial
Credit Event are true and correct in all material respects as of the date of the initial
Credit Event, except for those that by their express terms apply to an earlier date which
shall be true and correct in all material respects as of such earlier date, (2) the absence
of any



40









 






proceedings for the dissolution, liquidation or winding up of such Person, and (3)
the absence of the occurrence and continuance of any Default or Event of Default;




     (iv) favorable, signed opinions addressed to the Administrative Agent and the Lenders
dated the Execution Date from (A) Fulbright & Jaworski L.L.P., counsel to the Obligors, (B)
Conyers Dill & Pearman, special Bermuda counsel to WIL, and (C) Reti, Antall & Madl
Landwell, special Hungarian counsel to HOC, each given upon the express instruction of the
Obligors;




     (v) letters from CT Corporation System in form and substance satisfactory to the
Administrative Agent and the Lenders evidencing the obligation of CT Corporation System to
accept service of process in the State of New York on behalf of each Obligor
that is not authorized to do business as a foreign corporation in the State of New
York; and




     (vi) copies of the memorandum of association, articles or certificates of incorporation
or other similar organizational documents of each Obligor certified as of a recent date by
the appropriate Governmental Authority and certificates of appropriate public officials as
to the existence, good standing and qualification to do business as a foreign corporation,
of each Obligor in each jurisdiction in which the ownership of its properties or the conduct
of its business requires such qualification and where the failure to so qualify would,
individually or collectively, have a Material Adverse Effect.



          (b) The Administrative Agent shall have received evidence satisfactory to it that all material
consents of each Governmental Authority and of each other Person, if any, reasonably required in
connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and
the other Loan Documents have been satisfactorily obtained.




          (c) The Borrowers shall have paid (i) to the Administrative Agent and the Lenders, as
applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the
Execution Date, and (ii) to Andrews Kurth LLP pursuant to Section 12.03 all fees and
disbursements invoiced at or before 10:00 a.m. (New York City time) on the Execution Date by said
firm to the Borrower, on the date of the initial Credit Event.




     SECTION 5.02. Conditions Precedent to All Credit Events.
The obligation of the Lenders to make any Loan on or after the date
hereof and of the Issuing Bank to issue any Letter of Credit on or after the date hereof is subject
to the further conditions precedent that on the date such Loan is made or Letter of Credit is
issued:



          (a) The conditions precedent set forth in Section 5.01 shall have theretofore been
satisfied.




          (b) The representations and warranties set forth in Article VI and in the other Loan
Documents shall be true and correct in all material respects as of, and as if such representations
and warranties were made on, the date of the proposed Loan (unless such representation and warranty
expressly relates to an earlier date), and the Obligors shall be deemed to have certified to the
Administrative Agent and the Lenders that such representations





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and warranties are true and correct
in all material respects by a Borrower’s delivery of a Borrowing Request.




          (c) The Administrative Agent shall have received a duly executed Borrowing Request (i) as to
the Loan by the time and on the Business Day specified under Section 2.02, and (ii) as to
the Letter of Credit not later than 11:00 a.m., New York City time, three Business Days before the
date the Letter of Credit is to be issued.




          (d) No Default or Event of Default shall have occurred and be continuing or would result from
such Credit Event.




          (e) The Administrative Agent and the Lenders shall have received such other approvals,
opinions or documents as the Administrative Agent or the Required Lenders may reasonably request.


The acceptance of the benefits of each Credit Event shall constitute a representation and warranty
by each of the Obligors to each of the Lenders that all of the conditions specified in this
Section 5.02 above have been satisfied as of that time.




     SECTION 5.03. Delivery of Documents.
All of the Notes, certificates, legal opinions and other documents and papers referred
to in this Article V, unless otherwise specified, shall be delivered to the Administrative
Agent for the account of each of the Lenders and, except for the Notes, in sufficient counterparts
or copies for each of the Lenders and shall be satisfactory in form and substance to the
Administrative Agent.



ARTICLE VI



REPRESENTATIONS AND WARRANTIES




     To induce the Lenders to enter into this Agreement and to make the Loans and issue or
participate in Letters of Credit, each Obligor represents and warrants as to itself, and WIL
represents and warrants as to the other Obligors (such representations and warranties to survive
any investigation and the making of the Loans), to the Lenders, the Issuing Bank and the
Administrative Agent as follows:



     SECTION 6.01. Organization and Qualification.
Each Obligor and each Material Subsidiary (a) is a company, corporation, partnership,
or entity having limited liability that is duly organized or formed, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or formation, (b) has the
corporate, partnership or other power and authority to own its property and to carry on its
business as now conducted and (c) is duly qualified as a foreign corporation or other foreign
entity to do business and is in good standing in every jurisdiction in which the failure to be so
qualified would, together with all such other failures of the Obligors and their Subsidiaries, have
a Material Adverse Effect. As of the Execution Date, the companies, corporations and other
entities named in Schedule 6.01 are all of the Material Subsidiaries, such Schedule (x)
accurately reflects (i) the direct owner of the Capital Stock of each such Subsidiary and (ii) the
percentage of the issued and outstanding Capital Stock of each such Subsidiary owned by each
Obligor, and (y) accurately sets forth the jurisdictions of their respective incorporation or
formation and jurisdictions in which they are required to be qualified as foreign corporations,
foreign partnerships or other foreign entities to do business.



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     SECTION 6.02. Authorization, Validity, Etc.
Each Obligor has the corporate or other power and authority to execute, deliver and
perform its obligations hereunder and under the other Loan Documents to which it is a party and to
obtain the Loans, and all such action has been duly authorized by all necessary corporate,
partnership or other proceedings on its part or on its behalf. This Agreement has been duly and
validly executed and delivered by or on behalf of each Obligor and constitutes valid and
legally binding agreements of such Obligor enforceable against such Obligor in accordance with the
terms hereof, and the Notes and the other Loan Documents to which such Obligor is a party, when
duly executed and delivered by or on behalf of such Obligor, shall constitute valid and legally
binding obligations of such Obligor enforceable in accordance with the respective terms thereof and
of this Agreement, except, in each case (a) as may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the
enforcement of creditors’ rights generally, and by general principles of equity which may limit the
right to obtain equitable remedies (regardless of whether such enforceability is a proceeding in
equity or at law) and (b) as to the enforceability of provisions for indemnification and the
limitations thereon arising as a matter of law or public policy.



     SECTION 6.03. Governmental Consents, Etc.
No authorization, consent, approval, license or exemption of or filing or registration
with any Governmental Authority, is necessary for the valid execution, delivery or performance by
any Obligor of any Loan Document to which it is a party, except those that have been obtained and
such matters relating to performance as would ordinarily be done in the ordinary course of business
after the Execution Date.



     SECTION 6.04. No Breach or Violation of Law or Agreements.
Neither the execution, delivery and performance by any Obligor of the
Loan Documents to which it is a party, nor compliance with the terms and provisions thereof, nor
the extensions of credit contemplated by the Loan Documents, (a) shall breach or violate any
applicable Requirement of Law, (b) shall result in any breach or violation of, any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any Lien upon any of its property or assets
pursuant to the terms of any indenture, mortgage, deed of trust, agreement or other instrument to
which it or any of its consolidated Subsidiaries is party or by which any property or asset of it
or any of its consolidated Subsidiaries is bound or to which it is subject, except for breaches,
violations and defaults under clauses (a) and (b) that collectively for the Obligors shall not have
a Material Adverse Effect or (c) shall violate any provision of the organizational documents of any
Obligor.



     SECTION 6.05. Title to Assets.
Each Obligor and each consolidated Subsidiary of WIL has good and indefeasible title to its assets,
except for such defects in title as would not in the aggregate have a Material Adverse Effect. As
of the Effective Date, the property of the Obligors and their Subsidiaries is subject to no Liens,
except Permitted Liens.



     SECTION 6.06. Litigation Except.
for actions, suits or proceedings described in the filings made by the Obligors with the Securities
and Exchange Commission pursuant to the Exchange Act, as of the Effective Date there are no
actions, suits or proceedings pending for which service of process has been accomplished or, to the
best knowledge of each Obligor, threatened with respect to such Obligor,
the Loan Documents or any transactions contemplated therein that are reasonably likely to have
(individually or collectively) a Material Adverse Effect.



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     SECTION 6.07. Information; Financial Statements.
All information heretofore furnished by the Obligors to the Administrative Agent
or any Lender in connection with this Agreement, as an amendment and restatement of the Original
Credit Agreement, when considered together with the disclosures made herein, in the other Loan
Documents and in the filings made by any Obligor with the Securities and Exchange Commission
pursuant to the Exchange Act, did not as of the date thereof and shall not as of the date of the
initial Credit Event hereunder, when read together and taken as a whole, contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements contained therein not misleading in any material respect. As of the Execution Date,
there has been no material adverse change since December 31, 2003 in the financial condition,
business or operations of WIL and its Subsidiaries taken as a whole which could reasonably be
expected to have a Material Adverse Effect.



     SECTION 6.08. Investment Company Act.
No Obligor nor any of its Subsidiaries is, or is regulated as, an “investment
company,” as such term is defined in the Investment Company Act of 1940 (as adopted in the United
States), as amended.



     SECTION 6.09. Public Utility Holding Company Act.
No Obligor nor any of its Subsidiaries is a non-exempt “holding company,” or
subject to regulation as such, or, to the knowledge of any Obligor’s officers, an “affiliate” of a
“holding company” or a “subsidiary company” of a “holding company,” within the meaning of the
Public Utility Holding Company Act of 1935 (as adopted in the United States), as amended.



     SECTION 6.10. ERISA.



          (a) Each Obligor, and each ERISA Affiliate has maintained and administered each Plan in
compliance with all applicable laws except for such instances of noncompliance as have not resulted
in and would not reasonably be expected to have a Material Adverse Effect. No Obligor nor any
ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or
excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of
ERISA), and no event, transaction or condition has occurred or exists that would reasonably be
expected to result in the incurrence of any such liability by any Obligor or any ERISA Affiliate,
or in the imposition of any Lien on any of the rights, properties or assets of any Obligor or any
ERISA Affiliate pursuant to Title I or IV of ERISA Sections 401(a)(29) or 412 of the Code, other
than such liabilities or Liens as would not in the aggregate reasonably be expected to have a
Material Adverse Effect.




          (b) No accumulated funding deficiency (as defined in Section 412 of the Code or Section 302 of
ERISA), in excess of $50,000,000, whether or not waived, exists or is expected to be incurred with
respect to any Plan.




          (c) No Obligor and its ERISA Affiliates have incurred withdrawal liabilities (and are not
subject to contingent withdrawal liabilities) under Sections 4201 or 4204 of ERISA in respect of
Multiemployer Plans that in the aggregate would reasonably be expected to have a Material Adverse
Effect.





44









 








          (d) All contributions have been timely made to all employee benefit plans, as defined in
Section 3 of ERISA, except for such failures as would not reasonably be expected to have a Material
Adverse Effect.




     SECTION 6.11. Tax Returns and Payments.
Each Obligor and each Material Subsidiary has caused to be filed all federal income
tax returns and other material tax returns, statements and reports (or obtained extensions with
respect thereto) which are required to be filed and have paid or deposited or made adequate
provision in accordance with GAAP for the payment of all taxes (including estimated taxes shown on
such returns, statements and reports) which are shown to be due pursuant to such returns, except
where the failure to pay such taxes (collectively for the Obligors and the Material Subsidiaries,
taken as a whole) would not have a Material Adverse Effect. No material income tax liability of
any Obligor or any Material Subsidiary has been asserted by the Internal Revenue Service of the
United States or any other Governmental Authority for any taxes in excess of those already paid,
except for taxes which are being contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP have been created on the books of the Obligors and their
Subsidiaries.



     SECTION 6.12. Requirements of Law; Environmental Matters.



          (a) The Obligors and each of their consolidated Subsidiaries are in compliance with all
Requirements of Law, applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all Governmental Authorities in respect of the conduct of its business and
the ownership of their property, except for such noncompliances which, in the aggregate, would not
have a Material Adverse Effect.




     (b) WIL monitors, in the ordinary course of its business, the effect of existing Environmental
Laws, and each claim asserted against it, the other Obligors, and any of their Subsidiaries by any
Governmental Authority alleging potential liability or responsibility for violation of any
Environmental Law, on its business operations and properties. As a result thereof, WIL have
reasonably concluded that such Environmental Laws and any such claims would not, in the aggregate,
have a Material Adverse Effect.



     SECTION 6.13. Purpose of Letters of Credit and Loans.



          (a) All Letters of Credit and all proceeds of the Loans shall be used by the Borrowers for
working capital and general corporate purposes including providing liquidity and other financial
accommodations to the Borrowers and their Subsidiaries. Neither the Administrative Agent nor any
Lender shall have any responsibility as to the use of any proceeds of the Loans.




          (b) Neither any Letter of Credit nor the proceeds of any Loan under this Agreement were or
shall be used directly or indirectly for the purpose of buying or carrying any “margin stock”
within the meaning of Regulation U (herein called “margin stock”) or for the purpose of reducing or
retiring any indebtedness which was originally incurred to buy or carry a margin stock, or for any
other purpose which might constitute this transaction a “purpose” credit within the meaning of
Regulation U. No Obligor nor any agent acting on its behalf has taken or shall take any action
which might cause this Agreement or any other Loan Document to violate





45









 








Regulation T, U or X, or any
other regulation of the Board or to violate the Exchange Act. Margin stock did not on the
Execution Date, and does not now, constitute more than 25% of the assets of any Obligor.




     SECTION 6.14. Designation of this Agreement and the Obligations.
This Agreement constitutes the “principal bank credit agreement” of
WII for purposes of the October 1977 Debenture Indenture. The Obligations under this Agreement and
under the other Loan Documents constitute “Designated Senior Indebtedness” (as such phrase is used
in the October 1997 Debenture Indenture) and are pari passu with Indebtedness under the May 1996
Debenture Indenture.



     SECTION 6.15. No Default No.
Default or Event of Default has occurred and is continuing.



ARTICLE VII



AFFIRMATIVE COVENANTS




     Each of WIL and WII covenants and agrees that prior to the termination of this Agreement it
shall duly and faithfully perform, and (as applicable) cause its Subsidiaries to perform, each and
all of the following covenants:



     SECTION 7.01. Information Covenants.
Each of WIL and WII shall furnish or cause to be furnished to the Administrative Agent
and each Lender:



          (a) As soon as available, and in any event within 45 days after the end of each of the first
three quarterly accounting periods in each fiscal year the Quarterly Report on Form 10-Q, or its
equivalent, of WIL; provided, however, that WIL shall be deemed to have furnished said Quarterly
Report on Form 10-Q for purposes of this Section 7.01(a) if the same shall have timely been
made available on “EDGAR” and/or on its home page on the worldwide web (as the date of this
Agreement located at www.weatherford.com) and complied with Section 5.01(c) in
respect thereof.




          (b) As soon as available, and in any event within 90 days after the close of each fiscal year,
the Annual Report, the Form 10-K, or its equivalent, of WIL, for such fiscal year and certified by
Ernst & Young LLP or other independent certified public accountants of recognized national standing
reasonably acceptable to the Administrative Agent and the Required Lenders, whose certification
shall be without qualification or limitation; provided, however, that (x) WIL shall be deemed to
have furnished said Annual Report on Form 10-K for purposes of this Section 7.02(b) if the
same shall have timely been made available on “EDGAR” and/or on its home page on the worldwide web
(at the date of this Agreement located at www.weatherford.com) and complied with
Section 5.01(c) in respect thereof, and (y) if said Annual Report on Form 10-K contains the
report of such independent public accountants (without qualification or exception, and to the
effect, as specified above), neither WIL nor WII shall be required to deliver such report.




          (c) Promptly after the same become publicly available, (whether on “EDGAR” or WIL’s homepage
on the worldwide web or otherwise), notice to the Administrative Agent of the filing of all
periodic reports, and all amendments to such reports, on





46









 








Form 10-K or Form 10-Q, and all definitive
proxy statements filed by any Obligor or any of its Subsidiaries with the Securities and Exchange
Commission, or any Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by WIL to its shareholders
generally, as the case may be (and in furtherance of the foregoing, WIL will give to the
Administrative Agent prompt written notice of any change at any time or from time to time of the
location of WIL’s home page on the worldwide web).




          (d) Promptly, and in any event within ten Business Days after any Responsible Officer of such
Obligor obtains knowledge of





     (i) any event or condition (excluding events or conditions constituting generalized
market conditions affecting WIL and its competitors in substantially the same way) which
would reasonably be expected to have a Material Adverse Effect; or




     (ii) any event or condition which constitutes a Default or an Event of Default; or




     (iii) the occurrence of a Change of Control or Change of Control Event;



a notice of such event or condition, specifying the nature thereof.




          (e) At the time of the delivery of the financial statements provided for (i) in Sections
7.01(a) and (b), a certificate of a Responsible Officer of WIL in the form of
Exhibit 7.01 to the effect that no Default or Event of Default exists or, if any Default or
Event of Default does exist, specifying the nature and extent thereof, which certificate shall also
set forth calculations required to establish whether the Obligors were in compliance with the
provisions of Article VIII as at the end of such fiscal quarter or fiscal year, as the case
may be and (ii) to the extent there has been any change in the information previously furnished to
the Administrative Agent and the Lenders on Schedule 6.01, a revised Schedule 6.01.



          (f) Promptly, and in any event within 30 days after any Responsible Officer of such Obligor
obtains knowledge thereof, notice:





     (i) of the occurrence or expected occurrence of any material Reportable Event with
respect to any Plan, a failure to make any material required contribution to a Plan, any
Lien in favor of the PBGC or a Plan, or any withdrawal from, or the termination,
reorganization or insolvency (within the meaning of such terms as used in ERISA) of any
Multiemployer Plan, or




     (ii) of the institution of proceedings or the taking of any other action by the PBGC or
WIL or any ERISA Affiliate or any Multiemployer Plan with respect to the withdrawal from, or
the terminating, reorganization or insolvency (within the meaning of such terms as used in
ERISA) of, any Plan which termination, reorganization or insolvency would reasonably be
expected to have a Material Adverse Effect, except that no notice shall be required with
respect to the merger of a defined contribution plan of one ERISA Affiliate into a defined
contribution plan of another ERISA Affiliate.



47









 





          (g) From time to time and with reasonable promptness, such other information or documents
(financial or otherwise) with respect to any Obligor or any of its Subsidiaries as the
Administrative Agent or any Lender through the Administrative Agent may reasonably request.




     SECTION 7.02.  Books, Records and Inspections.
Such Obligor shall, and shall cause each of its Material Subsidiaries and, to the
extent it is not a Material Subsidiary, HOC, to permit, or cause to be permitted, any Lender, upon
written notice, to visit and inspect any of the properties of such Obligor and its Subsidiaries, to
examine the books and financial records of such Obligor and its Subsidiaries and to discuss the
affairs, finances and accounts of any such Obligor with a Responsible Officer of such Obligor, such
Subsidiaries, all at such reasonable times and as often as such Lender(s), through the
Administrative Agent, may reasonably request.



     SECTION 7.03. Insurance and Maintenance of Properties.
Such Obligor shall, and shall cause each of the Material Subsidiaries and, to
the extent it is not a Material Subsidiary, HOC, to maintain or cause to be maintained, with
financially sound and reputable insurers, insurance with respect to its property and business
against such liabilities, casualties, risks and contingencies (including business interruption
insurance) and in such types and amounts as is customary in the case of Persons engaged in the same
or similar businesses and similarly situated.



     SECTION 7.04. Payment of Taxes and other Claims.
Such Obligor shall, and shall cause each of the Material Subsidiaries and, to the
extent it is not a Material Subsidiary, HOC, to pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, all taxes, assessments and governmental charges levied or
imposed upon such Obligor or such Material Subsidiary or HOC, as applicable, or upon the income,
profits or property of such Obligor or such Material Subsidiary or, to the extent it is not a
Material Subsidiary, HOC, as applicable, except for (i) such taxes, assessments as would not,
individually or in the aggregate, have a Material Adverse Effect and (ii) any such tax,
assessment or governmental charge whose amount, applicability or validity is being contested in
good faith by appropriate proceedings and for which adequate reserves have been established in
accordance with GAAP.



     SECTION 7.05. Existence. Except as
expressly permitted pursuant to Section 8.02, each such Obligor shall do all things
necessary to preserve and keep in full force and effect the corporate or other existence, rights
and franchises of such Obligor and HOC.



     SECTION 7.06. ERISA Information and Compliance.
Except with respect to matters described in clauses (a), (c) and (d) below which would
not reasonably be expected to have a Material Adverse Effect, WIL shall promptly furnish to
Administrative Agent: (a) immediately upon receipt, a copy of any notice of complete or partial
withdrawal liability under ERISA and any notice from the PBGC under ERISA of an intent to terminate
or appoint a trustee to administer any Plan, (b) if requested by the Administrative Agent, promptly
after the filing thereof with the United States Secretary of Labor or the PBGC or the Internal
Revenue Service, copies of each annual and other report with respect to each Plan or any trust
created thereunder, (c) immediately upon becoming aware of the occurrence of any Reportable Event,
or of any “prohibited transaction”, as such term is defined in Section 4975 of the Code, in
connection with any Plan or any trust created thereunder, a written notice signed by a Responsible
Officer of WIL or the applicable ERISA Affiliate specifying the nature thereof, what action WIL or
the applicable ERISA Affiliate is taking or proposes to take with respect thereto, and, when known,



48









 





any action taken by the PBGC, the Internal Revenue Service, the Department of Labor or any other
applicable Governmental Authority with respect thereto, (d) promptly after the filing or receiving
thereof by WIL or any ERISA Affiliate, any notice of the institution of any proceedings or other
actions which may result in the termination of any Plan, and (e) each request for waiver of the
funding standards or extension of the amortization periods required by ERISA or Section 412 of the
Code promptly after the request is submitted by WIL or any ERISA Affiliate to the Secretary of the
Treasury, the Department of Labor, the Internal Revenue Service or any other applicable
Governmental Authority. WIL covenants that it shall and shall cause each ERISA Affiliate to
comply, with respect to each Plan and Multiemployer Plan, with all applicable provisions of ERISA
and the Code, except to the extent that any failure to comply would not reasonably be expected to
have a Material Adverse Effect.




     SECTION 7.07. Subsidiaries. WIL
covenants that the Subsidiaries identified on Schedule 6.01 are the only Material
Subsidiaries as of the Execution Date. Should any Subsidiary, subsequent to the date hereof,
become a Material Subsidiary, WIL shall deliver to the Administrative Agent and the Lenders a
revised Schedule 6.01 as provided in Section 7.01(e).



ARTICLE VIII



NEGATIVE COVENANTS




     Each Obligor covenants and agrees with the Administrative Agent and the Lenders that prior to
the termination of this Agreement it shall duly and faithfully perform, and cause its Subsidiaries
to perform, each and all of the following covenants:



     SECTION 8.01. Material Change in Business.
WIL shall not, and shall not permit its Material Subsidiaries and, to the extent it is
not a Material Subsidiary, HOC, to engage in any material business substantially different from
those carried on by WIL and its consolidated Subsidiaries taken as a whole on the date hereof.



     SECTION 8.02. Consolidation, Merger, or Sale of Assets, Etc.
WIL shall not, and shall not permit any consolidated Subsidiary to (A)
wind up, liquidate or dissolve its affairs, or (B) amalgamate or consolidate with, or merge into,
or sell, lease or otherwise dispose of all or substantially all of its assets to, any other Person,
or permit any other Person to amalgamate or consolidate with, or merge into, or sell, lease or
otherwise dispose of all or substantially all of its assets to, it, except that this Section
8.02 shall not prohibit any Redomestication or any of the following transactions, or any
agreement to effect the same:



          (a) if, immediately before and after giving effect thereto, no Event of Default or Default
(other than an Event of Default or Default that would arise from such transaction under the terms
of Section 9.01(i) but for the terms of this Section 8.02(a)) shall have occurred and be
continuing, any amalgamation, consolidation or merger, or sale or other disposition of assets
(other than by lease) involving WIL or any of its consolidated Subsidiaries, provided that





     (i) in any such transaction involving WIL, either




     (x) the entity that constituted WIL immediately prior thereto is the surviving,
resulting or continuing Person in such merger, amalgamation or



49









 






consolidation, or the
transferee in such sale or other disposition (in any such case, the “Survivor”), or




     (y) if the entity that constituted WIL immediately prior thereto is not the
Survivor, the Survivor shall execute and deliver to the Administrative Agent an
instrument, in form and substance satisfactory to it, whereby the Survivor shall
become a party to this agreement and assume all rights and obligations of WIL
hereunder, or




     (ii) in any such transaction involving WII, either




     (x) the entity that constituted WII immediately prior thereto is the Survivor,
or




     (y) WII shall have amalgamated or merged with and into WIL and WIL shall be the
Survivor, or




     (z) if neither the entity that constituted WII immediately prior thereto nor
WIL is the Survivor, the Survivor shall execute and deliver to the Administrative
Agent an instrument, in form and substance satisfactory to it, whereby the Survivor
shall become a party to this agreement and assume all rights and obligations of such
WII hereunder),




     (iii) in any such transaction not involving WIL or WII, a Wholly-Owned Subsidiary of
WIL is the Survivor, and




     (iv) in the case of any transaction specified in the foregoing clause (i), (ii) or
(iii) (A) the Obligors (except in a case specified in clause (ii)(y)) and their Subsidiaries
shall be in compliance, on a pro forma basis after giving effect to such transaction, with
the covenants contained in this Article VIII recomputed as of the last day of the
most recently ended fiscal quarter of the Obligors and their Subsidiaries as if such
transaction had occurred on the first day of each relevant period for testing such
compliance, (B) (with respect to any amalgamation, consolidation or merger, or sale or other
disposition of assets, with or to a Person not a consolidated Subsidiary of WIL) WIL shall
have delivered to the Administrative Agent an officer’s certificate to such effect, together
with all relevant financial information and calculations demonstrating such compliance and
(C) if an Obligor is not the Survivor the Administrative Agent shall have received an
opinion reasonably satisfactory in form, scope and substance to the Administrative Agent, of
counsel reasonably satisfactory to the Administrative Agent, addressing such matters in
connection with such transaction as the Administrative Agent or such Lender may reasonably
request, and such other documentation as the Administrative Agent may reasonably request;



          (b) any winding up, liquidation or dissolution of any consolidated Subsidiary if immediately
before and after giving effect thereto, no Event of Default or Default (other than an Event of
Default or Default that would arise from such transaction under the terms of Section 9.01(i) but
for the terms of this Section 8.02(b)) shall have occurred and be continuing and if in the
reasonable judgment of the Board of Directors (or other managing group) of such





50









 








Subsidiary, such
winding up, liquidation or dissolution is in the best interests of WIL and its consolidated
Subsidiaries taken as a whole and is not materially disadvantageous to any Lender, provided,
however, with respect to any winding up, liquidation or dissolution of either HOC or WII (i) the
owner of all of the Capital Stock of such Obligor immediately prior to such event shall be WIL, a
Wholly-Owned Subsidiary of WIL, the New Parent or a direct or indirect Wholly-Owned Subsidiary of
the New Parent and (ii) if such owner is not then an Obligor, such owner shall execute and deliver
to the Administrative Agent (1) a guaranty of the Obligations in form and substance reasonably
satisfactory to the Administrative Agent, (2) an opinion, reasonably satisfactory in form, scope
and substance to the Administrative Agent, of counsel reasonably satisfactory to the Administrative
Agent, addressing such matters in connection with such event as the Administrative Agent or any
Lender may reasonably request and (3) such other documentation as the Administrative Agent may
reasonably request;




          (c) transactions and transfers of assets among or between the Borrowers, or among and between
the Borrowers and Wholly-Owned Subsidiaries or among and between Wholly-Owned Subsidiaries; and




          (d) dispositions not otherwise permitted hereunder which are made for fair market value;
provided that (i) at the time of any disposition, no Default or Event of Default shall exist or
shall result from such disposition, (ii) the aggregate sales price from such disposition shall be
paid in cash or otherwise on payment terms satisfactory to the applicable Borrower or Subsidiary,
and (iii) the aggregate book value of all assets of WIL and its consolidated Subsidiaries, taken as
a whole, shall not be reduced at any time to an amount which is less than 80% of the aggregate book
value of all assets of WIL and its consolidated Subsidiaries, taken as a whole, on December 31,
2002, as reflected on WIL’s consolidated balance sheet dated December 31, 2002.




     SECTION 8.03. Liens. Each of WIL
and WII shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer
to exist any Lien upon or with respect to any property or assets of any kind (real or personal,
tangible or intangible) of such Borrower or any such Subsidiary whether now owned or hereafter
acquired, except Permitted Liens.



     SECTION 8.04. Indebtedness.



          (a) Neither WIL nor WII shall create, incur or assume, nor permit any of its Subsidiaries to
create, incur or assume any Indebtedness, unless each of the Borrowers and their Subsidiaries shall
be in compliance, on a pro forma basis after giving effect to such transactions, with the covenants
contained in this Article VIII recomputed as of the last day of the most recently ended
fiscal quarter of each of WIL and WII and their Subsidiaries as if the transaction in question had
occurred on the first day of each relevant period for testing such compliance.




          (b) In addition to, and notwithstanding Section 8.04(a), the aggregate principal
amount of all Indebtedness of all foreign Subsidiaries of WIL other than HOC at any time
outstanding to any Person other than WIL and its Subsidiaries shall not exceed 12% of WIL’s Net
Worth at such time.




51









 








          (c) In addition to, and notwithstanding Section 8.04(a), no domestic Subsidiary of WIL
(other than WII) shall incur any Indebtedness (other than Domestic Intercompany Debt) after the
Execution Date, if after giving effect to such incurrence the aggregate outstanding Indebtedness
(other than Domestic Intercompany Debt) of all such Subsidiaries would exceed $100,000,000.




     SECTION 8.05. Ownership of WII.
Except to the extent permitted under Section 8.02, the Persons who are the shareholders of WIL
shall not at any time own, beneficially and of record, directly or indirectly, less than 100% of
the Capital Stock (except for directors’ qualifying shares) of WII.



     SECTION 8.06. Financial Covenants.



          (a) WIL shall not permit its Consolidated Indebtedness to exceed 50% of its Total
Capitalization at the end of any fiscal quarter.




          (b) WIL shall not permit its Interest Coverage Ratio at the end of any fiscal quarter to be
less than 3.0 to 1.0.




     SECTION 8.07. Limitation on Transactions with Affiliates. Neither WIL nor WII shall, nor shall it permit any of its consolidated
Subsidiaries to, directly or indirectly, conduct any business or enter into, renew, extend or
permit to exist any transaction (including the purchase, sale, lease or exchange of any assets or
the rendering of any service) or series of related transactions with any Person who is not either
(i) WIL or one of WIL’s consolidated Subsidiaries or a Person that becomes, pursuant to a
Redomestication, a part of the consolidated group that includes WIL, or (ii) Weatherford\Al-Rushaid
Limited, Weatherford Saudi Arabia Limited, W1 Receivables, L.P. or Universal Compression Holdings,
Inc., on terms that are less favorable to WIL or such consolidated Subsidiary, as the case may be,
than would be available in a comparable arm’s length transaction. Notwithstanding the foregoing,
the restrictions set forth in this covenant shall not apply to (i) the payment of reasonable and
customary regular fees to directors of an Obligor who are not employees of such Obligor; (ii) loans
and advances to officers and employees of an Obligor and its respective Subsidiaries for travel,
entertainment and moving and other relocation expenses made in direct furtherance and in the
ordinary course of business of an Obligor and its Subsidiaries; (iii) any other transaction with
any employee, officer or director of an Obligor or any of its Subsidiaries pursuant to employee
benefit or compensation arrangements entered into in the ordinary course of business and approved
by, as applicable, the Board of Directors of such Borrower or the Board of Directors of such
Subsidiary permitted by this Agreement; and (iv) customary underwriting or similar transactions
with an investment banking Affiliate.



     SECTION 8.08. Restrictions on Subsidiary Dividends.
Neither WIL nor WII shall nor shall it permit any of its consolidated
Subsidiaries to enter into any agreement or contract which limits or restricts in any way the
payment of any dividends or distributions by any consolidated Subsidiary of such Obligor to such
Obligor or to another consolidated Subsidiary of such Obligor.



52









 





     SECTION 8.09. Debentures. Except
as expressly permitted in writing by the Required Lenders, neither WIL nor WII shall amend, modify
or obtain or grant a waiver of any provision of the October 1997 Debentures, the October 1997
Debenture Indenture, the May 1996 Debentures, the May 1996 Debenture Indenture or the Zero Coupon
Debentures or the Indenture pursuant to which they were issued if such amendment, modification or
waiver would be adverse to the Lenders.



     SECTION 8.10. The Debenture Indentures.
Neither WIL nor WII shall take any action that could result in the Obligations’
failing to be classified as (a) “Designated Senior Indebtedness” (as such phrase is used in the
October
1997 Debenture Indenture) or (b) pari passu with Indebtedness under the May 1996 Debenture
Indenture.



ARTICLE IX



EVENTS OF DEFAULT AND REMEDIES




     SECTION 9.01. Events of Default and Remedies.
If any of the following events (“Events of Default”) shall occur and be
continuing:



          (a) (i) the principal of any Loan or Note or any reimbursement obligation in respect of any LC
Disbursement shall not be paid on the date on which such payment is due, or (ii) any payment of
interest on any such Loan, Note or reimbursement obligation or any other amount due hereunder or
any other Loan Document shall not be paid within five calendar days following the date on which
such payment of interest or such other amount is due; or




          (b) any representation or warranty made or, for purposes of Article V, deemed made by
or on behalf of any Obligor herein, at the direction of any Obligor or by any Obligor in any other
Loan Document or in any document, certificate or financial statement delivered in connection with
this Agreement or any other Loan Document shall prove to have been incorrect in any material
respect when made or deemed made or reaffirmed, as the case may be; or




          (c) any Obligor shall fail to perform or observe any covenant contained in Article
VIII or fails to give any notice required by Section 7.01(d), (e) or
(f); or




          (d) any Obligor shall fail to perform or observe any other term, covenant or agreement
contained in this Agreement (other than those specified in Section 9.01(a), Section
9.01(b) or Section 9.01(c)) or any other Loan Document to which it is a party and, in
any event, such failure shall remain unremedied for 30 calendar days after the earlier of (i)
written notice of such failure shall have been given to a Responsible Officer of WIL by the
Administrative Agent or any Lender or, (ii) a Responsible Officer of any Obligor becomes aware of
such failure; or




          (e) any Obligor or any of its Subsidiaries (i) fails to make (whether as primary obligor or as
guarantor or other surety) any principal payment of or interest or premium, if any, on any
Indebtedness or the October 1997 Debentures beyond any period of grace provided with respect
thereto (not to exceed 30 days), provided that the aggregate amount of all Indebtedness as to which
such a payment default shall occur and be continuing is equal to or exceeds $50,000,000, or (ii)
defaults under any agreement or any instrument which governs the rights and





53









 








remedies of Persons
holding Indebtedness of any Obligor or any of its Subsidiaries with an aggregate face amount which
is equal to or exceeds $50,000,000; or




          (f) the entry by a court having jurisdiction in the premises of (i) a decree or order for
relief in respect of any Obligor or any Material Subsidiary in an involuntary case or proceeding
under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other
similar law or (ii) a decree or order adjudging any Obligor or any Material Subsidiary bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of any Obligor or any Material
Subsidiary under any applicable federal, state or foreign law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of any Obligor or
any Material Subsidiary of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, the continuance of any such decree or order for relief or any such
other decree or order that shall be unstayed and in effect for a period of 60 consecutive days; or




          (g) the commencement by any Obligor or any Material Subsidiary of a voluntary case or
proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or
the consent by any Obligor or any Material Subsidiary to the entry of a decree or order for relief
in respect of such Obligor or such Material Subsidiary in an involuntary case or proceeding under
any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar
law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the
filing by any Obligor or any Material Subsidiary of a petition or answer or consent seeking
reorganization or relief under any applicable federal, state or foreign law, or the consent by any
Obligor or any Material Subsidiary to the filing of such petition or the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of such Obligor or such Material Subsidiary or of any substantial part of its property, or
the making by it of an assignment for the benefit of creditors, or the consent to, approval of or
the admission by any Obligor or any Material Subsidiary in writing of its inability to pay its
debts generally as they become due, or the taking of corporate or other action by any Obligor or
any Material Subsidiary in furtherance of any such action; or




          (h) a judgment or order shall be entered against any Obligor or any Material Subsidiary, which
with other outstanding judgments and orders entered against the Obligors and the Material
Subsidiaries equals or exceeds $50,000,000 in the aggregate (to the extent not covered by insurance
as to which the respective insurer has acknowledged coverage), and (i) within 60 days after entry
thereof such judgment shall not have been discharged or execution thereof stayed pending appeal or,
within 60 days after the expiration of any such stay, such judgment shall not have been discharged,
or (ii) any enforcement proceeding shall have been commenced (and not stayed) by any creditor upon
such judgment; or




          (i) other than as a result of a transaction permitted by the terms of Section 8.02,
any Loan Document shall (other than with the consent of the Administrative Agent and the Lenders),
at any time after its execution and delivery and for any reason, cease to be in full force and
effect in any material respect, or shall be declared to be null and void, or the




54









 








validity or
enforceability thereof shall be contested by any Obligor or any Obligor shall deny that it has any
or further liability or obligation thereunder; or




          (j) any Plan shall incur an “accumulated funding deficiency” (as defined in Section 412 of the
Code or Section 302 of ERISA) which (individually or collectively) exceeds $50,000,000, whether or
not waived, or a waiver of the minimum funding standard or extension of any amortization period is
sought or granted under Section 412 of the Code with respect to a Plan; any proceeding shall have
occurred or is reasonably likely to occur by the PBGC under Section 4069(a) of ERISA to impose
liability on WIL, any consolidated Subsidiary or an ERISA Affiliate which (individually or
collectively) exceeds $50,000,000; any required contribution to a
Plan or Multiemployer Plan in excess of $50,000,000 shall not have been made within 15 days of
the date such contribution is due; or WIL, any consolidated Subsidiary or any ERISA Affiliate has
incurred or is reasonably likely to incur a liability to or on account of a Plan or Multiemployer
Plan under Section 515, 4062, 4063, 4064, 4201 or 4204 of ERISA, and there shall result
(individually or collectively) from any such event or events a material risk of either (i) the
imposition of a Lien(s) upon, or the granting of a security interest(s) in, the assets of WIL, any
consolidated Subsidiary and/or an ERISA Affiliate securing an amount(s) equal to or exceeding
$50,000,000, or (ii) WIL, any consolidated Subsidiary and/or an ERISA Affiliate incurring a
liability(ies) or obligation(s) with respect thereto equal to or exceeding $50,000,000;




then, and in every such event (other than an event with respect to any Obligor described in clause
(f) or (g) of this Section 9.01), and at any time thereafter during the continuance of such
event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to
the Borrower, take either or both of the following actions, at the same or different times:





     (i) terminate the Commitments, and thereupon the Commitments shall terminate
immediately, and




     (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in
which case any principal not so declared to be due and payable may thereafter be declared to
be due and payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees and other obligations of the
Borrowers accrued hereunder, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the
Borrowers, and in case of any event with respect to any Obligor described in clause (f) or
(g) of this Section 9.01, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon and all fees
and other obligations of the Borrowers accrued hereunder, shall automatically become due and
payable, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Obligors.



     SECTION 9.02. Right of Setoff .
Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby
authorized at any time and from time to time, without notice to any Obligor (any such notice being
expressly waived by each Obligor), 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 Obligor for the benefit of Persons which are not Affiliates of
any Obligor), whether or not such setoff results



55









 





in any loss of interest or other penalty, and
including all certificates of deposit, at any time held, and any other funds or property at any
time held, and other indebtedness at any time owing by such Lender to or for the credit or the
account of any Obligor against any and all of the Obligations irrespective of whether or not such
Lender or the Administrative Agent shall have made any demand under this Agreement, the Notes or
any other Loan Document. Should the right of any Lender to realize funds in any manner set forth
above be challenged and any application of such funds be reversed, whether by court order or
otherwise, the Lenders shall make restitution or refund to the applicable Obligor, as the case may
be, pro rata in accordance with their Commitments. Each
Lender agrees to promptly notify the applicable Obligor and the Administrative Agent after any
such setoff and application, provided that the failure to give such notice shall not affect the
validity of such setoff and application. The rights of the Administrative Agent and the Lenders
under this Section are in addition to other rights and remedies (including other rights of setoff)
which the Administrative Agent or the Lenders may have. This Section is subject to the terms and
provisions of Section 4.01(a).




     SECTION 9.03. Other Remedies. No
remedy conferred herein or in any of the other Loan Documents is to be exclusive of any other
remedy, and each and every remedy contained herein or in any other Loan Document shall be
cumulative and shall be in addition to every other remedy given hereunder and under the other Loan
Documents now or hereafter existing at law or in equity or by statute or otherwise.



     SECTION 9.04. Application of Moneys During Continuation of Event of Default. Please
do not type any text in this area. .



          (a) So long as an Event of Default of which the Administrative Agent shall have given notice
to the Lenders shall continue, all moneys received by the Administrative Agent (i) from any Obligor
under the Loan Documents shall, except as otherwise required by law, be distributed by the
Administrative Agent on the dates selected by the Administrative Agent as follows:





first, to payment of the unreimbursed expenses for which the Administrative
Agent or any Lender is to be reimbursed pursuant to Section 12.03 and to any
unpaid fees owing to the Administrative Agent;




second, to the ratable payment of accrued but unpaid interest on the Loans;




third, to the ratable payment of unpaid principal of the Loans;




fourth, to the ratable payment of all other amounts payable by the Obligors
hereunder;




fifth, to secure the repayment and discharge of the outstanding amount of
all LC Exposure;




sixth, to the ratable payment of all other Obligations, until all
Obligations shall have been paid in full; and




finally, to payment to the Obligors, or their respective successors or
assigns, or as a court of competent jurisdiction may direct, of any surplus then
remaining from



56









 






          such proceeds.



          (b) The term “unpaid” as used in this Section 9.04 shall mean all Obligations
outstanding as of any such distribution date as to which prior distributions have not been made,
after giving effect to any adjustments which are made pursuant to Section 9.02 of
which the Administrative Agent shall have been notified. For purposes of the foregoing,
reimbursement obligations with respect to the LC Exposure on outstanding Letters of Credit shall be
deemed “paid” for purposes of this Section 9.04 when amounts sufficient to secure such
reimbursement obligations have been delivered to the Administrative Agent.




ARTICLE X



ADMINISTRATIVE AGENT




     Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
as its agent and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto.



     The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with any Obligor or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.



     The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default or an
Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is required to
exercise in writing as directed by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 12.05), and
(c) except as expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information relating to either
Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not
be liable for any action taken or not taken by it with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 12.05) or in the absence of its own gross negligence,
willful misconduct or unlawful acts. The Administrative Agent shall be deemed not to have
knowledge of any Default or Event of Default unless and until written notice thereof is given to
the Administrative Agent by a Borrower or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the contents of any certificate,
report or other document delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv)
the validity, enforceability, effectiveness or genuineness of this Agreement or any other
agreement,



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instrument or document, or (v) the satisfaction of any condition set forth in
Article V or elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.




     The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for either
Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.



     The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Affiliates. The exculpatory provisions of the preceding paragraphs shall
apply to any such sub-agent and to the Affiliates of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Administrative Agent.



     Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and WIL. Upon any such resignation, the Required Lenders shall have the right, in
consultation with WIL, to appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may,
on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall
be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the
provisions of this Article and Sections 12.03 and 12.04 shall continue in effect
for the benefit of such retiring Administrative Agent, its sub-agents and their respective
Affiliates in respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.



     Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it shall, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it



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shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any related agreement or any document furnished hereunder or thereunder.




ARTICLE XI



GUARANTY




     SECTION 11.01. Guaranty.



          (a) In consideration of, and in order to induce the Lenders to make Loans to, and the Issuing
Bank to issue Letters of Credit for the account of, the Borrowers, WII hereby absolutely,
unconditionally and irrevocably guarantees in favor of all of the Lenders and the Issuing Bank, the
punctual payment and performance when due, whether at stated maturity, by acceleration or
otherwise, of the Borrower Obligations and all covenants of the Borrowers, now or hereafter
existing under this Agreement and the other Loan Documents to which either Borrower is a party,
whether for principal, LC Exposure interest (including interest accruing or becoming owing both
prior to and subsequent to the commencement of any proceeding against or with respect to either
Borrower under any applicable Bankruptcy Code or insolvency law, fees, commissions, expenses
(including reasonable attorneys’ fees and expenses)), indemnities, or otherwise (all such
obligations being, as applicable, the “Guaranteed Obligations”). WII agrees to pay any and
all expenses incurred by each Lender and the Administrative Agent in enforcing this Guaranty
against WII.




          (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 either Borrower
or any other action, occurrence or circumstance whatsoever.




     SECTION 11.02. Continuing Guaranty.



          (a) WII guarantees that the Guaranteed Obligations shall be paid strictly in accordance with
the terms of this Agreement and the other Loan Documents. WII agrees that, to the maximum extent
permitted by applicable law, the Guaranteed Obligations and Loan Documents to which either 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 WII, and that WII 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 to the Borrowers. The obligations of
WII under this Guaranty are absolute and unconditional irrespective of the value, genuineness,
validity, regularity or enforceability of the obligations of the Borrowers under this Agreement or
any other Loan Document or any substitution, release or exchange of any other guarantee of or
security for the Obligations. To the maximum extent permitted by applicable law, except as
otherwise expressly provided in this Agreement or any other Loan Document to which WII is a party,
the obligations of WII under this Guaranty shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms hereof under any circumstances whatsoever,
including:





     (i) any modification, amendment, supplement, renewal, extension for any period,
increase, decrease, alteration or rearrangement of all or any part of the Guaranteed



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Obligations, or of this Agreement or any other Loan Document executed in connection
herewith, or any contract or understanding among the Borrowers, the Administrative
Agent, the Issuing Bank and/or the Lenders, or any other Person, pertaining to the
Guaranteed Obligations;




     (ii) any adjustment, indulgence, forbearance or compromise that might be granted or
given by the Lenders to WII, either 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 WII, either 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 WII or either Borrower, or any sale, lease or transfer of any or all of the
assets of WII or either Borrower, or any changes in the shareholders of WII or either
Borrower, or any reorganization of WII or either Borrower;




     (iv) the invalidity, illegality or unenforceability of all or any part of the
Guaranteed Obligations, or any 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) WII or either 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 WII or either Borrower, (F)
the creation, 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) this Agreement, any 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 WII or either 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 WII that WII may be required to pay the
Guaranteed Obligations in full without assistance or support of any other Person, and that
WII has not been induced to enter into this Guaranty on the basis of a contemplation,
belief, understanding or agreement that any other Person shall be liable to perform the
Guaranteed Obligations or that the Administrative Agent or any Lender 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;



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     (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 the Administrative Agent, the Lenders, the Issuing Bank 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 WII that WII is not entering into this
Guaranty in reliance on, or in contemplation of the benefits of, the validity,
enforceability, collectibility or value of any of the collateral for the Guaranteed
Obligations;




     (x) any payment by either Borrower or WII to the Administrative Agent or any Lender is
held to constitute a preference under bankruptcy or insolvency laws, or for any other reason
either the Administrative Agent or any Lender is required to refund such payment or pay such
amount to either Borrower, WII, or any other Person; or




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



it being the unambiguous and unequivocal intention of WII that WII shall be obligated to pay the
Guaranteed Obligations when due, notwithstanding any occurrence, 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) WII further agrees that, to the fullest extent permitted by law, as between WII, or the
one hand, and the Lenders and the Administrative Agent, on the other hand, (i) the maturity of the
Borrower Obligations may be accelerated as provided in Section 9.01 for the purposes of
this Guaranty, notwithstanding any stay, injunction or other prohibition preventing the
acceleration of the Borrower Obligations as against either Borrower and (ii) in the event of any
purported acceleration (whether by declaration or automatic) of the Borrower Obligations as
provided in Section 9.01, the Borrower Obligations (whether or not due and payable) shall
forthwith become due and payable by WII for the purpose of this Guaranty.




     SECTION 11.03. Effect of Debtor Relief Laws.
If after receipt of any payment of, or proceeds of any security applied (or intended
to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative
Agent or any Lender is for any reason compelled to surrender or voluntarily surrenders, such
payment or proceeds to any Person (a) because such



61









 





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 the Administrative Agent, the Issuing Bank, any
Lender or any of their respective properties or (ii) any settlement or compromise of any such claim
effected by the Administrative Agent or any Lender with any such claimant (including either
Borrower), 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 have not been received, notwithstanding any revocation thereof or the cancellation of any
instrument evidencing any of the Guaranteed Obligations or otherwise; and WII shall be liable to
pay the Administrative Agent, the Issuing Bank and the Lenders, and hereby does indemnify the
Administrative Agent, the Issuing Bank and the Lenders 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 expenses attributable thereto) incurred by the Administrative
Agent, the Issuing Bank or any such Lender in the defense of any claim made against it that any
payment or proceeds received by the Administrative Agent, the Issuing Bank or any such Lender 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 the
Borrowers by virtue of any payment, court order, or any law.




     SECTION 11.04. Waiver. WII 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 the Administrative
Agent, the Issuing Bank or any Lender institute suit, collection proceedings or take any other
action to collect any of the Guaranteed Obligations, including any requirement that the
Administrative Agent, the Issuing Bank or any Lender protect, secure, perfect or insure any Lien
against any property subject thereto or exhaust any right or take any action against the Borrower
or any other Person or any collateral (it being the intention of the Administrative Agent, the
Issuing Bank, the Lenders, and WII that this Guaranty is to be a guaranty of payment and not of
collection). It shall not be necessary for the Administrative Agent, the Issuing Bank or any
Lender, in order to enforce any payment by WII hereunder, to institute suit or exhaust its rights
and remedies against WII, the 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. WII 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, Texas Rules of Civil Procedure, Section 17.001 of the Texas Civil Practice and Remedies
Code and Chapter 34 of the Texas Business and Commerce Code. WII hereby waives marshaling of
assets and liabilities, notice by the Administrative Agent, the Issuing Bank or any Lender of any
indebtedness or liability to which such Person 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. WII 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.



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     SECTION 11.05. Agreement to Defer Exercise of Subrogation.
Notwithstanding any payment or payments made by WII hereunder, or any
setoff or application by the Administrative Agent or any Lender of any security or of any credits
or claims, WII will not assert or exercise any rights of the Administrative Agent or any Lender or
of itself against the Borrower to recover the amount of any payment made hereunder by WII to the
Administrative Agent or any Lender 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 WII shall not have any right to exercise any right of recourse
to or any claim against assets or property of either Borrower for such amounts, in each case unless
and until the Obligations of such Borrower guaranteed hereby have been fully and finally satisfied.
Until such time (but not thereafter), WII hereby agrees not to exercise any claim, right or remedy
which it may now have or hereafter acquire against either Borrower that arises under this Agreement
or any other Loan Document or from the performance by WII of the Guaranty hereunder including any
claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or
participation in any claim, right or remedy of the Administrative Agent or any Lender against
either Borrower or WII, or any security that the Administrative Agent or any Lender now has or
hereafter acquires pursuant hereto securing the Obligations of the Borrowers under this Agreement,
whether or not such claim, right or remedy arises in equity, under contract, by statute, under
common law or otherwise. If any amount shall be paid to WII by either Borrower after payment in
full of the Obligations, and the Obligations shall thereafter be reinstated in whole or in part and
the Administrative Agent or any Lender forced to repay any sums received by any of them in payment
of the Obligations, this Guaranty shall be automatically reinstated and such amount shall be held
in trust for the benefit of the Administrative Agent and the Lenders 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 either Borrower by virtue of any payment, court order or any
federal or state law.



     SECTION 11.06. Full Force and Effect.
This Guaranty is a continuing guaranty and shall remain in full force and effect until
all of the Guaranteed Obligations under this Agreement and the other Loan Documents to which either
Borrower is a party and all other amounts payable under this Guaranty 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.



ARTICLE XII



MISCELLANEOUS




     SECTION 12.01. Waiver; Amendments.
No failure or delay by the Administrative Agent, the Issuing Bank or any Lender 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



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the Administrative Agent, the Issuing Bank and the Lenders
hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of this Agreement or consent to any departure by any Obligor
therefrom shall in any event be effective unless the same shall be permitted by Section
12.05, and then such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing, the making of a
Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event
of Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have
had notice or knowledge of such Default at the time.




     SECTION 12.02. Notices.



          (a) All notices and other communications provided for herein, including any modifications of,
or waivers or consents under, this Agreement (collectively, “Communications”) shall be
given or made on a Business Day by telecopy (confirmed by mail) or other writing and telecopied or
mailed or delivered to the intended recipient at the “Address for Notices” specified below its name
on the signature pages hereof (or provided for in an Assignment and Assumption); or, as to any
party hereto, at such other address as shall be designated by such party in a notice (given in
accordance with this Section 12.02) (i) as to any Obligor, to the Administrative Agent,
(ii) as to the Administrative Agent, to any Obligor, and to each Lender, and (iii) as to any
Lender, to either Borrower and to the Administrative Agent. Except as otherwise provided in this
Agreement, all such Communications shall be deemed to have been duly given (a) when transmitted by
telecopier, (b) when personally delivered, (c) one Business Day after deposit with an overnight
mail or delivery service, postage prepaid or (d) five Business Days’ after deposit in a receptacle
maintained by the United States Postal Service, postage prepaid, registered or certified mail,
return receipt requested, in each case given or addressed as aforesaid. Notwithstanding the
foregoing, Communications to the Administrative Agent pursuant to Article II, Article
III, Article IV or Article X shall not be effective until received by
the Administrative Agent.




          (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Article II unless otherwise
agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or any
Obligor may, in its discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved
by it; provided that approval of such procedures may be limited to particular notices or
communications.




     SECTION 12.03. Expenses, Etc.
Whether or not any Loan is ever made, the Borrowers, jointly and severally, shall pay or reimburse
within 10 days after written demand (a) the Administrative Agent for paying the reasonable fees and
expenses of legal counsel to the Administrative Agent, together with the reasonable fees and
expenses of each local counsel to the Administrative Agent, in connection with the preparation,
negotiation, execution and delivery of this Agreement (including the exhibits and schedules
hereto), the other Loan Documents and the making of the Loans hereunder, and any modification,
supplement or waiver of any of the terms of this Agreement or any other Loan Document; (b) the
Administrative Agent for



64









 





reasonable out-of-pocket expenses incurred in connection with the
preparation, documentation, administration and syndication of any of the Loan Documents (including
the advertising, marketing, printing, publicity, duplicating, mailing and similar expenses) or any
of the Obligations; (c) the Administrative Agent, the Issuing Bank or any Lender for paying all
transfer, stamp, documentary or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Agreement or any other Loan Document or any
other document referred to herein or therein; and (d) following the occurrence and during the
continuation of an Event of Default, any Lender, the Issuing Bank or the Administrative Agent for
paying all amounts reasonably expended, advanced or incurred by such Lender, the Issuing Bank or
the Administrative Agent to collect the Obligations or to enforce, protect, preserve or defend the
rights of the Lenders, the Issuing Bank or the Administrative Agent under this Agreement or any
other Loan Document, together with interest thereon at the Past Due Rate applicable to the Loans on
each such amount from the due date of payment until the date of reimbursement to such Lender or the
Administrative Agent.




     SECTION 12.04. Indemnity.



          (a) The Borrowers, jointly and severally, shall indemnify the Administrative Agent, the
Issuing Bank, the Lenders and each Affiliate thereof and their respective directors, officers,
employees and agents (each such Person being an “Indemnitee”) from, and hold each
Indemnitee harmless against, any and all losses, liabilities, claims or damages (including
reasonable legal fees and expenses) to which any Indemnitee may become subject, insofar as such
losses, liabilities, claims or damages arise out of or result from (i) any investigation,
litigation or other proceeding (including any threatened investigation or proceeding) relating to
this Agreement, any Letter of Credit, Loan, or any other Loan Document or (ii) any actual or
proposed use by either Borrower or any of its Subsidiaries of the proceeds of any extension of
credit by any Lender hereunder and the Borrowers, jointly and severally, shall reimburse each
Indemnitee, upon demand for any expenses (including reasonable legal fees) incurred in connection
with any such investigation, litigation or other proceeding; but excluding any such losses,
liabilities, claims, damages or expenses incurred by reason of the gross negligence, willful
misconduct or unlawful conduct of such Indemnitee.




          (b) WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE
PARTIES HERETO THAT EACH INDEMNITEE HEREUNDER SHALL BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY
AND ALL LOSSES, LIABILITIES, CLAIMS OR DAMAGES ARISING OUT OF OR RESULTING FROM THE SOLE OR
CONCURRENT ORDINARY NEGLIGENCE OF SUCH INDEMNITEE. WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER
OBLIGATIONS OF THE BORROWERS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY,
THE OBLIGATIONS OF THE BORROWERS UNDER THIS SECTION 12.04 SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE PAYMENT OF THE OTHER OBLIGATIONS OR THE
ASSIGNMENT OF THE NOTES.




     SECTION 12.05. Amendments, Etc. No
amendment or modification of this Agreement, the Notes or any other Loan Document shall in any
event be effective against any Obligor unless the same shall be agreed or consented to in writing
by such Obligor. No amendment,



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modification or waiver of any provision of this Agreement, the
Notes or any other Loan Document, nor any consent to any departure by any Obligor therefrom, shall
in any event be effective against the Lenders unless the same shall be agreed or consented to in
writing by the Required Lenders, and each such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided, that no amendment,
modification, waiver or consent shall, unless in writing and signed by each Lender affected thereby
or the Issuing Bank, as the case may be, do any of the following: (a) increase the Commitment of
any of the Lenders (or reinstate any termination or reduction of the Commitment) or subject any of
the Lenders or the Issuing Bank to any additional obligations; (b) reduce the principal of, or
interest on, any Loan, fee or other amount due hereunder; (c) postpone or extend the Maturity Date,
the Termination Date, the Availability Period or any scheduled date fixed for any payment of
principal of, or interest on, any Loan, fee or other sum to be paid hereunder or waive any Event of
Default described in Section 9.01(a); (d) change the percentage of any of the Commitments
or of the aggregate unpaid principal amount of Obligations, or the percentage of Lenders, which
shall be required for the Lenders or any of them to take any action under this Agreement
(including, to change the definition of “Required Lenders”); (e) change Section
4.01(b) in a manner that would alter the pro rata sharing of payments required thereby without
the written consent of each Lender; (f) change any provision contained in Sections 12.03 or
12.04 or Section 12.05, (g) release either Borrower from its joint and several
liability for the Obligations; or (h) release any Person from its liability under a guaranty.
Notwithstanding anything in this Section 12.05 to the contrary, no amendment, modification,
waiver or consent shall be made with respect to Article X without the consent of the
Administrative Agent to the extent it affects the Administrative Agent, as the Administrative
Agent. Subject to the foregoing, the amendment or waiver of any provisions of Article VI,
VII, VIII or IX may be effected with the consent of the Required Lenders.




     SECTION 12.06. Successors and Assigns.



          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Obligor may
assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by such Obligor without such
consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank
that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.




          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld) of:





66









 








                    (A) WIL, provided that no consent of WIL shall be required for an assignment to a
Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is
continuing, any other assignee; and




                    (B) the Administrative Agent, such consent not to be unreasonably withheld, provided
that no consent of the Administrative Agent shall be required for an assignment of any Commitment
to an assignee that is a Lender with a Commitment immediately prior to giving effect to such
assignment, or to an Affiliate of any such Lender.





     (ii) Assignments shall be subject to the following additional conditions:



                    (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any
Type, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of WIL and the
Administrative Agent otherwise consent, provided that no such consent of WIL shall be
required if an Event of Default under clause (a), (f) or (g) of Article IX has occurred and
is continuing;




                    (B) each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not
be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s
rights and obligations in respect of one Class of Commitments or Loans;




                    (C) the parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of $3,500;




                    (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire;




                    (E) except in connection with assignments made while an Event of Default has occurred and is
continuing, all prospective assignees of a Lender shall be required, as a condition to the
effectiveness of such Assignment, to execute and deliver the forms required under Section
4.02(e) for any Lender, and no Assignment shall be effective in connection herewith unless and
until such forms are so delivered; and




                    (F) no assignment shall be made to any Lender if after giving effect to such assignment, such
Lender’s Commitment Percentage would exceed 30%.




     For purposes of this Section 12.06, the term “Approved Fund” has the following
meaning:




“Approved Fund” means any Person (other than a natural person) that is engaged in
making, purchasing, holding or investing in bank loans and similar extensions of credit in



67









 






the ordinary course of its business and that is administered or managed by (a) a Lender, (b)
an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or
manages a Lender.




     (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and Assumption the
assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned
by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 12.03 and
12.04). Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 12.06 shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations
in accordance with paragraph (c) of this Section.




     (iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers,
shall maintain at one of its offices a copy of each Assignment and Assumption delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans and LC Disbursements owing by each Borrower
to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be presumed correct, in the absence of manifest error, and
the Obligors, the Administrative Agent, the Issuing Bank and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection
by the Obligors, the Issuing Bank and any Lender, at any reasonable time and from time to
time upon reasonable prior notice.




     (v) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.



          (c) (i) Any Lender may, without the consent of any Obligor, the Administrative Agent or the
Issuing Bank, sell participations to one or more banks or other entities (a “Participant”)
in all or a portion of such Lender’s rights and obligations under this Agreement (including all or
a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations
under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the
other parties hereto for the performance of such




68









 








obligations and (C) the Borrowers, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in the proviso to Section 12.05 that
affects such Participant. Subject to paragraph (c)(ii) of this Section, each Borrower agrees that
each Participant shall be entitled to the benefits of Section 4.02 to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled to the benefits
of Section 9.02 as though it were a Lender, provided such Participant agrees to be subject
to Section 4.01(b), and to deliver the forms required by Section 4.02(e), as though
it were a Lender.





     (ii) A Participant shall not be entitled to receive any greater payment under
Sections 2.11 and 4.02 than the applicable Lender is entitled to receive
with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with WIL’s prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 4.02 unless WIL is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrowers, to comply with Section
4.02(d) and Section 4.02(e) as though it were a Lender.




     (iii) Anything in this Section 12.06 to the contrary notwithstanding, no
Participant shall be entitled to benefits under this Agreement if the Lender from whom such
Participant purchased its participation would not be entitled to the same benefits,
and no Participant shall be entitled to rights and benefits hereunder in excess of such
Participant’s pro rata interest in the applicable Lender’s rights hereunder, the rights of a
Participant hereunder being determined solely by and based upon the Lender from whom the
Participant purchased its interest hereunder.



          (d) Notwithstanding any other provision herein, any Lender may, in connection with any
assignment or participation or proposed assignment or participation pursuant to this Section
12.06, disclose to the assignee or participant or proposed assignee or participant any
information relating to the Obligors furnished to such Lender by or on behalf of any Obligor
subject, however to the provisions of Section 12.07.




          (e) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, and
this Section shall not apply to any such pledge or assignment of a security interest; provided that
no such pledge or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.




          (f) All transfers of any interest in any Note hereunder shall be in compliance with all
federal, state and other securities laws, if applicable. Notwithstanding the foregoing





69









 








sentence,
however, the parties to this Agreement do not intend that any transfer under this Section
12.06 be construed as a “purchase” or “sale” of a “security” within the meaning of any
applicable federal or state securities laws.




     SECTION 12.07. Confidentiality. Each Lender agrees to exercise its best efforts to keep any information delivered or made available
by any Obligor to it pursuant to or in connection with this Agreement (including any information
obtained pursuant to Section 7.01 other than information on EDGAR or on the worldwide web),
confidential from anyone other than Persons employed or retained by such Lender who are or are
expected to become engaged in evaluating, approving, structuring or administering the Loans or the
LC Exposure; provided that nothing herein shall prevent any Lender from disclosing such information
(a) to any other Lender, (b) pursuant to subpoena or upon the order of any court or administrative
agency, (c) upon the request or demand of any regulatory agency or authority having or claiming
jurisdiction over such Lender, (d) which has been publicly disclosed, (e) to the extent reasonably
required in connection with any litigation to which the Administrative Agent, any Lender, any
Obligor or their respective Affiliates may be a party, (f) to the extent reasonably required in
connection with the exercise of any remedy hereunder or under any other Loan Document, (g) to such
Lender’s legal counsel and independent auditors and (h) to any actual or proposed participant or
assignee of all or part of its rights hereunder which has agreed in writing to be bound by the
provisions of this Section 12.07. Each Lender shall promptly notify WIL of any information
that it is required or requested to deliver pursuant to clause (b) or (c) of this Section
12.07 and, if no Obligor is a party to any such litigation, clause (e) of this Section
12.07. Notwithstanding anything herein to the contrary, confidential information shall not
include, and each Lender (and each Person employed or retained by such Lender who are or are
expected to become engaged in evaluating, approving, structuring or administering the Loans and LC
Exposure) may disclose to any Person, without
limitation of any kind, the “tax treatment” and “tax structure” (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) of the Loan and Letter of Credit transactions
contemplated by the Loan Documents and all materials of any kind (including opinions or other tax
analyses) related thereto that are or have been provided to such Lender relating to such tax
treatment or tax structure; provided that with respect to any document or similar item that in
either case contains information concerning such tax treatment or tax structure of the Loan and
Letter of Credit transactions contemplated hereby as well as other information, this sentence shall
only apply to such portions of the documents or similar item that relate to such tax treatment or
tax structure.



     SECTION 12.08. Survival of Representations and Warranties.
All representations, warranties and covenants contained herein or made in
writing by the Obligors in connection herewith and the other Loan Documents shall survive the
execution and delivery of this Agreement, the Notes and the other Loan Documents until two years
and one day after payment in full of the Obligations and the termination of the Commitments of the
Lenders, and shall bind and inure to the benefit of the respective successors and assigns of the
parties hereto, whether so expressed or not, provided, that the undertaking of the Lenders to make
Loans and extend credit to the Borrowers shall not inure to the benefit of any successor or assign
of either Borrower, except a successor or assign that becomes such in accordance with, as provided
in Section 8.02.



     SECTION 12.09. Governing Law. This
Agreement, all Notes, the other Loan Documents and all other documents executed in connection
herewith and therewith and the



70









 





rights and obligations of the parties hereto and thereto, shall be
deemed to be contracts and agreements executed by the Obligors party thereto, the Administrative
Agent, the Issuing Bank and the Lenders under the laws of the State of New York and of the United
States of America and for all purposes shall be construed in accordance with, and governed by, the
laws of said state and, to the extent controlling, of the United States of America.




     SECTION 12.10. Independence of Covenants. All covenants contained in this Agreement and in the other Loan Documents shall be
given independent effect so that if a particular action or condition is not permitted by any of
such covenants, the fact that such action or condition would be permitted by an exception to, or
otherwise be within the limitations of, another covenant, shall not avoid the occurrence of a
Default or an Event of Default if such action is taken or condition exists.



     SECTION 12.11. Binding Effect.
This Agreement shall become effective on the Effective Date.



     SECTION 12.12. Separability.
Should any clause, sentence, paragraph or Section of this Agreement be judicially declared to be
invalid, unenforceable or void, such decision shall not have the effect of
invalidating or voiding the remainder of this Agreement, and the parties hereto agree that the
part or parts of this Agreement so held to be invalid, unenforceable or void shall be deemed to
have been stricken herefrom and the remainder shall have the same force and effectiveness as if
such part or parts had never been included herein.



     SECTION 12.13. Conflicts Between This Agreement and the Other Loan
Documents. In the event of any conflict
between, or inconsistency with, the terms of this Agreement and the terms of any of the other Loan
Documents, the terms of this Agreement shall control.



     SECTION 12.14. Limitation of Interest. Notwithstanding anything herein to the contrary, if at any time the interest rate
applicable to any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the “Charges”), shall exceed the
maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of
interest payable in respect of such Loan hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges payable to such Lender in
respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor)
until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to
the date of repayment, shall have been received by such Lender.



     SECTION 12.15. Execution in Counterparts.
This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.



71









 





     SECTION 12.16. Submission to Jurisdiction.
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS MAY BE BROUGHT IN THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
FROM EITHER THEREOF, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OBLIGOR, THE
ADMINISTRATIVE AGENT, EACH LENDER AND THE ISSUING BANK HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS
WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. EACH OBLIGOR, TO THE EXTENT IT IS NOT QUALIFIED TO
DO BUSINESS IN NEW YORK, HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION
SYSTEM, WITH OFFICES ON THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011, AS ITS
DESIGNEE, APPOINTEE AND AGENT TO RECEIVE,
ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY
AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR
PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO
ACT AS SUCH, EACH SUCH OBLIGOR AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK
ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE ADMINISTRATIVE AGENT. EACH
OBLIGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN SECTION 12.02, AND AT ITS
REGISTERED OFFICE, IF DIFFERENT. SUCH SERVICE TO BECOME EFFECTIVE THIRTY DAYS AFTER SUCH MAILING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY
OBLIGOR IN ANY OTHER JURISDICTION.



          (b) EACH OF THE OBLIGORS HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.




     SECTION 12.17. Waiver of Jury Trial.
EACH OBLIGOR, THE ADMINISTRATIVE AGENT, EACH LENDER AND THE ISSUING BANK (a)
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO ANY



72









 





LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (b)
IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (c) CERTIFIES THAT NO PARTY HERETO NOR ANY
REPRESENTATIVE OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED
THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND
(d) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS
AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BASED UPON, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.




     SECTION 12.18. Judgment Currency. The obligation of each Obligor to make payments on any Obligation to the Lenders or to any Agent
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 the applicable Lender or the applicable Agent of the full amount of the first currency
payable, and accordingly the primary obligation of each Obligor 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 12.19. Final Agreement of the Parties.
THIS AGREEMENT (INCLUDING THE SCHEDULES AND EXHIBITS HERETO), THE NOTES AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER
HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



     SECTION 12.20. USA Patriot Act.
Each Lender hereby notifies the Obligors that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is
required to obtain, verify and record information that identifies each Obligor, which information
includes the name and address of such Obligor and other information that will allow such Lender to
identify such Obligor in accordance with the Act.



73









 





     Executed as of the date first above written.



	 	 	 	 	 
	 	 	WIL:
	 
	 	 	 	 
	 	 	WEATHERFORD INTERNATIONAL LTD.
	 
	 	 	 	 
	

	 	By:
	 	/s/ BURT M. MARTIN
	

	 	Name:
	 	Burt M. Martin
	

	 	Title:
	 	Senior Vice President, General Counsel and Secretary
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	c/o Weatherford International, Inc.

515 Post Oak Blvd.

Houston, Texas 77027

Attention: General Counsel

Telephone: (713) 693-4000

Telecopy: (713) 693-4484






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	 	 	WII:
	 
	 	 	 	 
	 	 	WEATHERFORD INTERNATIONAL, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ BURT M. MARTIN
	

	 	Name:
	 	Burt M. Martin
	

	 	Title:
	 	Senior Vice President, General Counsel and Secretary
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	515 Post Oak Blvd.

Houston, Texas 77027

Attention: General Counsel

Telephone: (713) 693-4000

Telecopy: (713) 693-4484






75









 






	 	 	 	 	 
	 	 	HOC:
	 
	 	 	 	 
	 	 	WEATHERFORD LIQUIDITY MANAGEMENT

HUNGARY LIMITED LIABILITY COMPANY
	 
	 	 	 	 
	

	 	By:
	 	/s/ JUDIT VARGA
	

	 	Name:
	 	Judit Varga
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	c/o Weatherford International, Inc.

515 Post Oak Blvd.

Houston, Texas 77027

Attention: General Counsel

Telephone: (713) 693-4000

Telecopy: (713) 693-4484
	 
	 	 	 	 
	 	 	HOC:
	 
	 	 	 	 
	 	 	WEATHERFORD LIQUIDITY MANAGEMENT

HUNGARY LIMITED LIABILITY COMPANY
	 
	 	 	 	 
	

	 	By:
	 	/s/ W.G. FULTON
	

	 	Name:
	 	W. G. Fulton
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	c/o Weatherford International, Inc.

515 Post Oak Blvd.

Houston, Texas 77027

Attention: General Counsel

Telephone: (713) 693-4000

Telecopy: (713) 693-4484






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	 	 	ADMINISTRATIVE AGENT:
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

formerly JPMorgan Chase Bank and the successor

by merger to Bank One, N.A.)

as Administrative Agent
	 
	 	 	 	 
	

	 	By:
	 	/s/ BETH LAWRENCE
	

	 	Name:
	 	Beth Lawrence
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	1111 Fannin, 10th Floor

Houston, Texas 77002

Telephone: (713)750-2366

Telecopy: (713)427-6307
	 
	 	 	 	 
	 	 	With a copy to:
	 
	 	 	 	 
	 	 	600 Travis, 20th Floor

Houston, Texas 77002

Telephone: (713)216-5968

Telecopy: (713)216-4117







77










 






	 	 	 	 	 
	 	 	LENDERS:
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	

	 	By:
	 	/s/ BETH LAWRENCE
	

	 	Name:
	 	Beth Lawrence
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	1111 Fannin, 10th Floor
	 	 	Houston, Texas 77002
	 	 	Telephone: (713)750-2366
	 	 	Telecopy:   (713)427-6307
	 
	 	 	 	 
	 	 	With a copy to:
	 
	 	 	 	 
	 	 	600 Travis, 20th Floor
	 	 	Houston, Texas 77002
	 	 	Telephone: (713) 216-5968
	 	 	Telecopy:
  (713) 216-4117





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	 	 	WELLS FARGO BANK TEXAS, N.A.
	 
	 	 	 	 
	

	 	By:
	 	/s/ T. ALAN SMITH
	

	 	 	 	T. Alan Smith
	

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	1000 Louisiana, 3rd Floor
	 	 	Mail Code: T5002-031
	 	 	Houston, Texas 77002
	 	 	Telephone: 713-319-1364
	 	 	Telecopy: 713-739-1087






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	 	 	ABN AMRO BANK N.V.
	 
	 	 	 	 
	

	 	By:
	 	/s/ FRANK R. RUSSO, JR.
	

	 	Name:
	 	Frank R. Russo, Jr.
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	

	 	By:
	 	/s/ JOHN D. REED
	

	 	Name:
	 	John D. Reed
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	4400 Post Oak Parkway
	 	 	Suite 1500
	 	 	Houston, Texas 77027
	 	 	Telephone (832) 681-7158
	 	 	Telecopy:  (832) 681-7141





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	 	 	THE BANK OF NOVA SCOTIA
	 
	 	 	 	 
	

	 	By:
	 	/s/ WILLIAM E. ZARRETT
	

	 	Name:
	 	William E. Zarrett
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	600 Peachtree Street N.E.
	 	 	Suite 2700
	 	 	Atlanta, Georgia 30308
	 	 	Telephone: (404) 877-1504
	 	 	Telecopy:
  (404) 888-8998





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	 	 	SCOTIABANC INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ WILLIAM E. ZARRETT
	

	 	Name:
	 	William E. Zarrett
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	600 Peachtree Street N.E.
	 	 	Suite 2700
	 	 	Atlanta, Georgia 30308
	 	 	Telephone: (404) 877-1504
	 	 	Telecopy:   (404) 888-8998





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	 	 	WACHOVIA BANK,
	 	 	NATIONAL ASSOCIATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ ROTCHER WATKINS
	

	 	 	 	Rotcher Watkins
	

	 	 	 	Managing Director
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	191 Peachtree Street NE
	 	 	Atlanta, Georgia 30303
	 	 	Attention:   Rotcher Watkins
	 	 	Telephone: (404) 332-6211
	 	 	Telecopy:   (404) 332-4058
	 
	 	 	 	 
	 	 	With a Copy to:
	 
	 	 	 	 
	 	 	1001 Fannin Street, Suite 2255
	 	 	Houston, Texas 77030
	 	 	Attention:   Phillip Trinder
	 	 	Telephone: (713) 346-2718
	 	 	Telecopy:   (713) 650-1071





83









 






	 	 	 	 	 
	 	 	SUNTRUST BANK
	 
	 	 	 	 
	

	 	By:
	 	/s/ JOSEPH M. MCCREERY
	

	 	Name:
	 	Joseph M. McCreery
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	303 Peachtree Street, 10th Floor
	 	 	Atlanta, Georgia 30308
	 	 	Telephone: (404) 532-0274
	 	 	Telecopy:
  (404) 827-6270





84









 






	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA
	 
	 	 	 	 
	

	 	By:
	 	/s/ JASON YORK
	

	 	 	 	Jason York
	

	 	 	 	Authorized Signatory
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	2800 Post Oak Boulevard
	 	 	5700 Williams Tower
	 	 	Houston, Texas 77056
	 	 	Telephone: (713) 403-5679
	 	 	Telecopy:
  (713) 403-5624





85









 






	 	 	 	 	 
	 	 	DEUTSCHE BANK AG
	 	 	NEW YORK BRANCH
	 
	 	 	 	 
	

	 	By:
	 	/s/ MICHAEL STARMER-SMITH
	

	 	Name:
	 	Michael Starmer-Smith
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	

	 	By:
	 	/s/ JOEL MAKOWSKY
	

	 	Name:
	 	Joel Makowsky
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	60 Wall Street, Floor 11
	 	 	New York, New York 10005
	 	 	Attention:   Joel Makowsky, Director
	 	 	Telephone: (212) 250-7896
	 	 	Telecopy:   (212) 797-4346





86









 






	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND plc
	 
	 	 	 	 
	

	 	By:
	 	/s/ PAUL MCDONAGH
	

	 	Name:
	 	Paul McDonagh
	

	 	Title:
	 	Sr. Vice President
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	101 Park Avenue
	 	 	Lending Operations – 12th Floor
	 	 	New York, New York 10178
	 	 	Telephone: (212) 401-1420
	 	 	Telecopy:   (212) 401-1494
	 	 	Attention:   Juanita Baird

Assistant Vice President

	 
	 	 	 	 
	 	 	With a copy to:
	 
	 	 	 	 
	 	 	600 Travis, Suite 6500
	 	 	Houston, Texas 77002
	 	 	Telephone: (713) 221-2436
	 	 	Telecopy:   (713) 221-2430
	 	 	Attention:   Paul McDonagh

Senior Vice President






87









 






	 	 	 	 	 
	 	 	MORGAN STANLEY BANK
	 
	 	 	 	 
	

	 	By:
	 	/s/ DANIEL TWENGE
	

	 	Name:
	 	Daniel Twenge
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	1633 Broadway
	 	 	25th Floor
	 	 	New York, New York 10019
	 	 	Telephone:
  (212) 537-1470
	 	 	Telecopier:
  (212) 537-1867





88









 






	 	 	 	 	 
	 	 	THE BANK OF TOKYO – MITSUBISHI, LTD.
	 
	 	 	 	 
	

	 	By:
	 	/s/ KELTON GLASSCOCK
	

	 	Name:
	 	Kelton Glasscock
	

	 	Title:
	 	Vice President & Manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ JAY FORT
	

	 	Name:
	 	Jay Fort
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	1100 Louisiana
	 	 	Suite 2800
	 	 	Houston, Texas 77002-5216
	 	 	Telephone: (713) 655-3805
	 	 	Telecopy:
  (713) 658-0116





89









 






	 	 	 	 	 
	 	 	NORDEA BANK NORGE ASA
	 
	 	 	 	 
	

	 	By:
	 	/s/ GUNNAR NEGAARD
	

	 	Name:
	 	Gunnar Negaard
	

	 	Title:
	 	Head of Credit
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	

	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	P. O. Box 1166 Sentrum
	 	 	NO-0107 Oslo
	 	 	Norway
	 	 	Telephone: +42 22
48 50 00
	 	 	Telecopy:
  +47 22 48 66 68





90









 






	 	 	 	 	 
	 	 	DNB NOR BANK ASA
	 
	 	 	 	 
	

	 	By:
	 	/s/ NILS FYKSE
	

	 	Name:
	 	Nils Fykse
	

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	

	 	By:
	 	/s/ STIG KRISTIANSEN
	

	 	Name:
	 	Stig Kristiansen
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	200 Park Avenue, 31st Floor
	 	 	New York, NY 10166-0396
	 	 	Telephone: (212) 681-3873/3872
	 	 	Telecopy: (212) 681-3900






91









 






	 	 	 	 	 
	 	 	MERRILL LYNCH CAPITAL CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ [SIGNATURE ILLEGIBLE]
	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	

	 
	 	 	 	 
	 	 	Notice Information:
	 
	 	 	 	 
	 	 	

	 	 	

	 	 	

	 	 	








92









 






EXHIBIT 1.01




ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective
Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”)
and [Insert name of Assignee], (the “Assignee”). Capitalized terms used but not defined herein
shall have the meanings given to them in the Credit Agreement identified below (as amended,
supplemented or restated from time to time, the “Credit Agreement”), receipt of a copy of which is
hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment
is without recourse to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.



	 	 	 	 	 
	1.

	 	Assignor:	 	 
	 
	 	 	 	 
	2.

	 	Assignee:
	 	

	

	 	 	 	[and is an Affiliate/Approved Fund or [identify Lender]1]
	 
	 	 	 	 
	3.

	 	Borrower(s):
	 	

	 
	 	 	 	 
	4.

	 	Administrative Agent:
	 	JPMorgan Chase Bank, N.A., as the administrative under the Credit Agreement












	1	 	Select as applicable.




93









 











	 	 	 	 	 
	5.

	 	Credit Agreement:
	 	The $500,000,000 Amended and Restated Credit Agreement dated as of January 14, 2005 among
Weatherford International Ltd., Weatherford International, Inc., Weatherford Liquidity
Management Hungary Limited Liability Company, the Lenders thereto and JPMorgan Chase Bank, N.A.,
as Administrative Agent,
	 
	 	 	 	 
	6.

	 	Assigned Interest:	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Aggregate Amount of	 	 	Amount of	 	 	Percentage Assigned of	 
	 	Commitment/Revolving	 	 	Commitment/Revolving	 	 	Commitment/Revolving	 
	 	Credit Exposure for	 	 	Credit Exposure	 	 	Credit	 
	 	All Lenders	 	 	Assigned	 	 	Exposure2	 
	 	$
	 	 	$	 	 	 	 	 	%	 	 
	 	$
	 	 	$	 	 	 	 	 	%	 	 
	 	$
	 	 	$	 	 	 	 	 	%	 	 
	 





	 	 	 	 	 
	7.

	 	Effective Date:
	 	___, 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]









2 Set forth, to at least 9 decimals, as a
percentage of the Commitment/Revolving Credit Exposure of all Lenders
thereunder.



94









 








The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	 	ASSIGNOR:
	 
	 	 	 	 
	 	 	[NAME OF ASSIGNOR]
	 
	 	 	 	 
	

	 	By:
	 	

	

	 	Name:
	 	

	

	 	Title:
	 	

	 
	 	 	 	 
	 	 	ASSIGNEE:
	 
	 	 	 	 
	 	 	[NAME OF ASSIGNEE]
	 
	 	 	 	 
	

	 	By:
	 	

	

	 	Name:
	 	

	

	 	Title:
	 	







95









 






ANNEX 1




[________________________]3




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




     1. Representations and Warranties.



     1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of any Obligor, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by any Obligor, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



     1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as
applicable, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached to the Assignment and Assumption is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and
(b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, are based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.



     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest,









	3	 	Describe Credit Agreement at option of Administrative Agent.




96









 










fees and other amounts) to the Assignor for amounts which have accrued to but excluding the
Effective Date and to the Assignee for amounts which have accrued from and after the Effective
Date.



     3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.



97









 






EXHIBIT 2.06




FORM OF

PROMISSORY NOTE




_____________, 200__




     WEATHERFORD INTERNATIONAL LTD., a Bermuda exempted company, and WEATHERFORD LIQUIDITY
MANAGEMENT HUNGARY LIMITED LIABILITY COMPANY, a Hungarian limited liability company (collectively,
the “Borrowers”), for value received, jointly and severally, promise and agree to pay to
______(the “Lender”), or order, at the principal office of
JPMorgan Chase Bank, N.A., as Administrative Agent, at One Chase Manhattan Plaza, New York, New
York 10081, the principal sum of such Lender’s Commitment, or such lesser amount as shall equal the
aggregate unpaid principal amount of the Loans owed to the Lender under the Credit Agreement, as
hereafter defined, in lawful money of the United States of America and in immediately available
funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount as provided in the Credit Agreement for such Loans, at such
office, in like money and funds, for the period commencing on the date of each such Loan until such
Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit
Agreement.



     This note evidences the Loans owed to the Lender under that certain Amended and Restated
Credit Agreement dated as of January 14, 2005, by and among the Borrowers, Weatherford
International, Inc., a Delaware corporation (“WII”) JPMorgan Chase Bank, N.A., individually
and as Administrative Agent and the other financial institutions parties thereto (including the
Lender) (such Amended and Restated Credit Agreement, together with all amendments or supplements
thereto, being the “Credit Agreement”), and shall be governed by the Credit Agreement.
Capitalized terms used in this note and not defined in this note, but which are defined in the
Credit Agreement, have the respective meanings herein as are assigned to them in the Credit
Agreement.



     The Lender is hereby authorized by the Borrowers to endorse on Schedule A (or a continuation
thereof) attached to this note, the applicable Borrower and Type of each Loan owed to the Lender,
the amount and date of each payment or prepayment of principal of each such Loan received by the
Lender and the Interest Periods and interest rates applicable to each Loan, provided that any
failure by the Lender to make any such endorsement shall not affect the obligations of the
Borrowers under the Credit Agreement or under this note in respect of such Loans.



     This note may be held by the Lender for the account of its applicable lending office and,
except as otherwise provided in the Credit Agreement, may be transferred from one lending office of
the Lender to another lending office of the Lender from time to time as the Lender may determine.



     Except only for any notices which are specifically required by the Credit Agreement, the
Borrowers and any and all co-makers, endorsers, guarantors and sureties severally waive notice
(including but not limited to notice of intent to accelerate and notice of acceleration, notice of
protest and notice of dishonor), demand, presentment for payment, protest, diligence in



98









 





collecting and the filing of suit for the purpose of fixing liability, and consent that the
time of payment hereof may be extended and re-extended from time to time without notice to any of
them. Each such person agrees that his, her or its liability on or with respect to this note shall
not be affected by any release of or change in any guaranty or security at any time existing or by
any failure to perfect or maintain perfection of any lien against or security interest in any such
security or the partial or complete unenforceability of any guaranty or other surety obligation, in
each case in whole or in part, with or without notice and before or after maturity.



     The Credit Agreement provides for the acceleration of the maturity of this note upon the
occurrence of certain events and for prepayment of Loans upon the terms and conditions specified
therein. Reference is made to the Credit Agreement for all other pertinent purposes.



     This note is issued pursuant to and is entitled to the benefits, including, without
limitation, the Guaranty of WII contained in Article XI of the Credit Agreement.



     This note shall be construed in accordance with and be governed by the law of the State of New
York and the United States of America from time to time in effect.



	 	 	 	 	 
	 	 	WEATHERFORD INTERNATIONAL LTD.
	 
	 	 	 	 
	

	 	By:
	 	

	

	 	Name:
	 	

	

	 	Title:
	 	 







	 	 	 
	The COMMON SEAL of

	 	)
	Weatherford International Ltd.

	 	)
	was hereunto affixed

	 	)
	in the presence of:

	 	)









Name






Title



99









 








	 	 	 	 	 
	 	 	WEATHERFORD LIQUIDITY MANAGEMENT

HUNGARY LIMITED LIABILITY COMPANY
	 
	 	 	 	 
	

	 	By:
	 	

	

	 	Name:	 	 
	

	 	Title:	 	 






100









 





SCHEDULE A

TO

PROMISSORY NOTE




This note evidences the Loans owed to the Lender under the Credit Agreement, in the principal
amount set forth below and the applicable Interest Periods and rates for each such Loan, subject to
the payments of principal set forth below:



SCHEDULE

OF

LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	of	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Principal	 	Principal	 	 	 	Balance	 	Notation
	 	 	 	 	Interest	 	 	 	Amount of	 	Paid or	 	Interest	 	of	 	Made
	Borrower	 	Date	 	Period	 	Rate	 	Loan	 	Prepaid	 	Paid	 	Loans	 	by
	_______________
	 	          	 	          	 	          	 	               	 	               	 	               	 	               	 	               
	_______________
	 	          	 	          	 	          	 	               	 	               	 	               	 	               	 	               
	_______________
	 	          	 	          	 	          	 	               	 	               	 	               	 	               	 	               
	_______________
	 	          	 	          	 	          	 	               	 	               	 	               	 	               	 	               
	_______________
	 	          	 	          	 	          	 	               	 	               	 	               	 	               	 	               
	_______________
	 	          	 	          	 	          	 	               	 	               	 	               	 	               	 	               
	_______________
	 	          	 	          	 	          	 	               	 	               	 	               	 	               	 	               
	_______________
	 	          	 	          	 	          	 	               	 	               	 	               	 	               	 	               
	_______________
	 	          	 	          	 	          	 	               	 	               	 	               	 	               	 	               
	_______________
	 	          	 	          	 	          	 	               	 	               	 	               	 	               	 	               
	_______________
	 	          	 	          	 	          	 	               	 	               	 	               	 	               	 	               
	_______________
	 	          	 	          	 	          	 	               	 	               	 	               	 	               	 	               







101









 








EXHIBIT 7.01




FORM OF COMPLIANCE CERTIFICATE




     The undersigned hereby certifies that such officer is the ______of
Weatherford International Ltd., a Bermuda exempted company (“WIL”), and that such officer
is authorized to execute this certificate on behalf of such Borrower pursuant to the Amended and
Restated Credit Agreement (the “Credit Agreement”) dated as of January 14, 2005 (as further
restated, amended, modified, supplemented and in effect from time to time, the “Credit
Agreement”), among WIL, Weatherford Liquidity Management Hungary Limited Liability Company, a
Hungarian limited liability company (collectively, the “Borrowers”), Weatherford
International, Inc., a Delaware corporation (“WII”, and together with the Borrowers,
collectively the “Obligors”), the Lenders and JPMorgan Chase Bank, N.A., as Administrative
Agent; and that a review of the Obligors have been made under such officer’s supervision with a
view to determining whether the Obligors have fulfilled all of their respective obligations under
the Credit Agreement, the Notes and the other Loan Documents; and on behalf of WIL further
certifies, represents and warrants that to the knowledge of such officer, after due inquiry (each
capitalized term used herein having the same meaning given to it in the Credit Agreement unless
otherwise specified):




     (a) The Obligors have fulfilled, in all material respects, their respective obligations
under the Credit Agreement, the Notes and the other Loan Documents.




     (b) The representations and warranties made in each Loan Document are true and correct
in all material respects on and as of the time of delivery hereof, with the same force and
effect as if made on and as of the time of delivery hereof.




     (c) The financial statements delivered to the Administrative Agent concurrently with
this Compliance Certificate have been prepared in accordance with GAAP consistently followed
throughout the period indicated and fairly present the financial condition and results of
operations of the applicable Persons as at the end of, and for, the period indicated
(subject, in the case of quarterly financial statements, to the absence of footnotes and
normal changes resulting from year-end adjustments).




     (d) No Default or Event of Default has occurred and is continuing. In this regard, the
compliance with the provisions of Sections 8.04 and 8.06 of the Credit Agreement (or if any
Default or Event of Default does exist, attached is a description of such event) is as
follows:




     (i) Section 8.04(b) – Indebtedness of Foreign Subsidiaries (other than
HOC)




          Actual                     Required




          $___                         $___1









	1	 	Not more than 12% of WIL’s Net Worth.




102









 











     (ii) Section 8.04(c) – Indebtedness of Domestic Subsidiaries




          Actual                     Required




           $___                       Not more than $100,000,000




     (iii) Section 8.06(a) – Consolidated Indebtedness to Total Capitalization




          Actual                     Required




          $___                         50%




     (iv) Section 8.06(b) – Interest Coverage Ratio




          Actual                     Required




          ___to 1.00               3.00 to 1.00



Attached are calculations demonstrating such compliance.



     DATED as of                               .



	 	 	 
	

	 	

	

	 	[SIGNATURE OF AUTHORIZED OFFICER
	

	 	OF
	

	 	WIL]







103









 








SCHEDULE 1.01




LENDERS




JPMorgan Chase Bank, N.A.

(formerly JPMorgan Chase Bank and the successor by merger to Bank One, N.A.)




ABN AMRO Bank, N.V.




Wells Fargo Bank Texas, N.A.




The Bank of Nova Scotia




Wachovia Bank, National Association




SunTrust Bank




Royal Bank of Canada




Deutsche Bank AG New York Branch




The Royal Bank of Scotland plc




Morgan Stanley Bank




The Bank of Tokyo-Mitsubishi, Ltd.




Nordea Bank Norge ASA




DnB NOR Bank ASA




Scotiabanc Inc.




Merrill Lynch Capital Corporation





104









 








SCHEDULE 2.01




COMMITMENTS




	 	 	 	 	 
	Bank	 	Allocation	 
	JPMorgan Chase Bank, N.A.
	 	$	84,000,000	 
	 
	ABN AMRO Bank N.V.
	 	$	42,000,000	 
	 
	Wells Fargo Bank Texas, N.A.
	 	$	42,000,000	 
	 
	Wachovia Bank, National Association
	 	$	35,000,000	 
	 
	SunTrust Bank
	 	$	45,000,000	 
	 
	Royal Bank of Canada
	 	$	35,000,000	 
	 
	Deutsche Bank AG New York Branch
	 	$	35,000,000	 
	 
	The Bank of Nova Scotia
	 	$	25,200,000	 
	 
	The Royal Bank of Scotland plc
	 	$	25,000,000	 
	 
	Morgan Stanley Bank
	 	$	25,000,000	 
	 
	The Bank of Tokyo-Mitsubishi, Ltd.
	 	$	25,000,000	 
	 
	Nordea Bank Norge ASA
	 	$	25,000,000	 
	 
	DnB NOR Bank ASA
	 	$	25,000,000	 
	 
	Scotiabanc Inc.
	 	$	16,800,000	 
	 
	Merrill Lynch Capital Corporation
	 	$	15,000,000	 
	 
	 	 	 
	TOTAL
	 	$	500,000,000	 
	 
	 	 	 







105









 








SCHEDULE 6.01




LISTING OF MATERIAL SUBSIDIARIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	% Of Capital	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Stock Directly	 
	 	 	 	 	Jurisdiction Of	 	 	Jurisdiction Qualified	 	 	Direct Owners	 	 	Owned by	 
	 	Name Of Company	 	 	Incorporation	 	 	To Do Business	 	 	Of Capital Stock	 	 	Each Obligor	 
	 	Orwell Group Limited

	 	 	U.K.
	 	 	 	 	 	Weatherford U.K. Ltd
	 	 	None	 
	 	Weatherford Artificial

Lift Systems, Inc.
	 	 	Delaware, USA
	 	 	Alabama, Alaska,

Arkansas, California,

Colorado, Florida,

Illinois, Kansas,

Louisiana, Michigan,

Mississippi, Montana,

New Mexico, North

Dakota, Ohio,

Oklahoma, Texas,

Utah, West Virginia,

Wyoming
	 	 	Weatherford International,

Inc.
	 	 	100%	 
	 	Weatherford U.K. Ltd.
	 	 	U.K.
	 	 	 	 	 	Weatherford Eurasia Limited
	 	 	None	 
	 	Weatherford Bermuda

Holdings Ltd
	 	 	Bermuda
	 	 	Barbados
	 	 	Weatherford International

Ltd
	 	 	100%	 
	 	Weatherford Canada Ltd.
	 	 	Alberta, Canada
	 	 	Provinces of British

Columbia,

Saskatchewan,

Manitoba, Nova

Scotia, Newfoundland,

Northwest

Territories, State Of

California
	 	 	Weatherford Investment

(Luxembourg) S.a.r.l.
	 	 	None	 
	 	Weatherford Canada

Partnership
	 	 	Alberta, Canada
	 	 	Provinces of British

Columbia,

Saskatchewan,

Manitoba, Nova

Scotia, Newfoundland,

Northwest Territories
	 	 	Weatherford Canada Ltd -

82.7%

Weatherford ER Amalco Inc. - 16.3%

Weatherford Artificial

Lift Systems Canada Ltd. - 1%
	 	 	None	 
	 	Weatherford Eurasia B.V.
	 	 	Netherlands
	 	 	 	 	 	Weatherford/Lamb, Inc.
	 	 	None	 
	 	Weatherford Eurasia Limited
	 	 	U.K.
	 	 	 	 	 	Weatherford Investment

(Luxembourg) S.a.r.l.
	 	 	None	 
	 	Weatherford Holding GmbH
	 	 	Germany
	 	 	Austria, Denmark,

Libya, Tunisia
	 	 	Weatherford Investment

(Luxembourg) S.a.r.l.
	 	 	None	 
	 	Weatherford International,

Inc.
	 	 	Delaware, USA
	 	 	Texas
	 	 	Weatherford U.S. Holdings,

L.L.C.
	 	 	None	 
	 	Weatherford Investment

(Luxembourg) S.a.r.l.
	 	 	Luxembourg
	 	 	 	 	 	Weatherford Luxembourg

S.a.r.l.
	 	 	None	 
	 	Weatherford Luxembourg

S.a.r.l.
	 	 	Luxembourg
	 	 	 	 	 	Weatherford/Lamb, Inc. -

90.7%

Weatherford Artificial

Lift Systems, Inc. — 9.3%
	 	 	None	 
	 





106









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	% Of Capital	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Stock Directly	 
	 	 	 	 	Jurisdiction Of	 	 	Jurisdiction Qualified	 	 	Direct Owners	 	 	Owned by	 
	 	Name Of Company	 	 	Incorporation	 	 	To Do Business	 	 	Of Capital Stock	 	 	Each Obligor	 
	 	Weatherford Financing

(Luxembourg) S.a.r.l.*
	 	 	Luxembourg
	 	 	 	 	 	Weatherford International,

Ltd.
	 	 	100%	 
	 	Weatherford Oil Tool GmbH
	 	 	Germany
	 	 	Algeria, Libya,

Tunisia, Dubai,

Egypt, Oman, Pakistan
	 	 	Weatherford Holding GmbH
	 	 	None	 
	 	Weatherford Oil Tool

Middle East Ltd.
	 	 	British Virgin

Islands
	 	 	Dubai (UAE), Egypt,

Oman, Pakistan,

Qatar, Saudi Arabia,

Syria, Sudan, Iran,

Turkmenistan, Yemen
	 	 	Weatherford/Lamb, Inc.
	 	 	None	 
	 	Weatherford U.S. Holdings,

L.L.C.
	 	 	Delaware, USA
	 	 	 	 	 	Weatherford Bermuda

Holdings Ltd.
	 	 	None	 
	 	Weatherford U.S., L.P.
	 	 	Louisiana, USA
	 	 	Alabama, Alaska,

Arizona, Arkansas,

California, Colorado,

Connecticut, Florida,

Georgia, Hawaii,

Illinois, Indiana,

Iowa, Kansas,

Kentucky, Michigan,

Mississippi, Montana,

Nebraska, Nevada, New

Jersey, New Mexico,

New York, North

Dakota, Ohio,

Oklahoma, Oregon,

Pennsylvania, South

Dakota, Texas, Utah,

Virginia, Washington,

West Virginia,

Wyoming, New Zealand
	 	 	WEUS Holding, Inc. - 99%

WUS Holding, L.L.C. 1%
	 	 	None	 
	 	Weatherford/Lamb, Inc.
	 	 	Delaware, USA
	 	 	Texas
	 	 	WEUS Holding, Inc.
	 	 	None	 
	 	WEUS Holding, Inc.
	 	 	Delaware, USA
	 	 	Illinois, Montana,

New Jersey, North

Dakota, West

Virginia, Azerbaijan,

Kazakhstan, Astrakhan

(Russia), Moscow

(Russia), Western

Siberia (Russia)
	 	 	Weatherford International,

Inc.
	 	 	100%	 
	 	Weatherford Liquity

Management Hungary Limited

Liability Company*
	 	 	The Republic of

Hungary
	 	 	 	 	 	Weatherford Financing

(Luxembourg) S.a.r.l.
	 	 	None	 
	 








* Notwithstanding the definition of Material Subsidiaries, which requires that the status
thereof (as to both assets and revenues) be determined based on the most recent audited financial
statements available at the date of such determination, Weatherford Liquidity Management Hungary
Limited Liability Company and Weatherford Financing (Luxembourg) S.a.r.l. are included on this
Schedule 6.01 in anticipation of their becoming Material Subsidiaries upon issuance of the audited
consolidated financial statements of WIL as at and for the year
ending December 31, 2004.




107