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EXECUTION VERSION
 
 
 WEATHERFORD INTERNATIONAL, INC.




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WEATHERFORD INTERNATIONAL, INC.
        PURCHASE AGREEMENT
  
 
  Initial Purchasers 2012 Notes 2017
Notes 2037 Notes Notes Base Indenture Guarantor Trustee Supplemental
Indenture Indenture Guarantee Securities
 Securities Act Regulation S
 1




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Registration Rights Agreement
 Preliminary Memorandum Final Memorandum Additional Written Offering Communication Time of Sale
Memorandum
 Representations and Warranties
 Representations and Warranties by the Company and the Guarantor
  Commission Exchange Act
 2




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Material Adverse Effect
  Rules and Regulations
 3




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GAAP
    4




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Agreements and Instruments
 5




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6




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Governmental Licenses
  Investment Company
Act
 7




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Hazardous Materials Environmental Laws
     8




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FCPA
 Money Laundering Laws
 OFAC
    9




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Reporting Controls
  Affiliate
  10




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Officers Certificates
 Agreements to Sell and Purchase 2012 Notes Purchase Price 2017 Notes Purchase Price 2037 Notes Purchase Price Purchase Price
 Terms of Offering
 Payment and Delivery Closing Date
  Covenants of the Company and the Guarantor
  11




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S&P Moodys
 12




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Payment of Expenses
 Expenses
 13




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Termination of Agreement
 Conditions of Initial Purchasers Obligations
 Opinion of Counsel for Company and Guarantor
    14




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Opinion of Counsel for Initial Purchasers
   Officers Certificate
 Accountants Comfort Letter
 Bring-down Comfort Letter
 Company and Guarantor Certifications Regarding Financial Information
 15




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Maintenance of Rating
 Additional Documents
 Termination of Agreement
 Offering of Securities; Restrictions on Transfer
 QIB foreign purchasers,
   16




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Relevant Member State
  17




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 
  provided
      Indemnification
 Indemnification of the Initial Purchasers.
 18




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Indemnification of the Company, its Directors and Officers and the Guarantor.
 19




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Notifications and Other Indemnification Procedures.
 Settlements.
 20




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Contribution
   21




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Representations, Warranties and Agreements to Survive
 Termination of Agreement
 Termination; General
 Liabilities
 Default by One or More of the Initial Purchasers Defaulted Securities
  22




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No Advisory or Fiduciary Responsibility .
  Notices
  
 23




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Parties
 GOVERNING LAW
 SUBMISSION TO JURISDICTION AND WAIVER
 24




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Counterparts
 Effect of Headings
  25




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Very truly yours,
WEATHERFORD INTERNATIONAL, INC.By
    /s/ BURT M. MARTINBurt M. Martin, Senior Vice PresidentWEATHERFORD INTERNATIONAL LTD.By
    /s/ BURT M. MARTINBurt M. Martin, Senior Vice President 26




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CONFIRMED AND ACCEPTED,as of the date first above written:DEUTSCHE BANK SECURITIES INC.By
    
    /s/ BEN SMILCHENSKYManaging DirectorAuthorized SignatoryBy
    
    /s/ NIGEL W. H. CREEManaging Director/Debt SyndicateAuthorized SignatoryMORGAN STANLEY & CO.INCORPORATEDBy
    
    /s/ [signature illegible]Authorized SignatoryUBS SECURITIES LLCBy
    
    /s/ CHRIS FORSHNERManaging DirectorBy
    
    /s/ RYAN DONOVANDirector
  27




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Principal
    
    Principal
    
    PrincipalAmount of
    
    Amount of
    
    Amount ofName of Initial Purchaser
    
    2012 Notes
    
    2017 Notes
    
    2037 NotesMorgan Stanley & Co. Incorporated
    
    $
    240,000,000
    
    
    $
    240,000,000
    
    
    $
    120,000,000Deutsche Bank Securities Inc.
    
    
    150,000,000
    
    
    
    150,000,000
    
    
    
    75,000,000UBS Securities LLC
    
    
    150,000,000
    
    
    
    150,000,000
    
    
    
    75,000,000Calyon Securities (USA) Inc.
    
    
    30,000,000
    
    
    
    30,000,000
    
    
    
    15,000,000Simmons & Company International
    
    
    30,000,000
    
    
    
    30,000,000
    
    
    
    15,000,000Total
    
    $
    600,000,000
    
    
    $
    600,000,000
    
    
    $
    300,000,000
 Sch I-1




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1.
    
    Preliminary Offering Memorandum dated June 13, 20072.
    
    Final Pricing Term Sheet dated June 13, 2007 (set forth below):
 WEATHERFORD INTERNATIONAL, INC.
 FINAL PRICING TERM SHEET
 5.950% SENIOR NOTES DUE 2012
6.350% SENIOR NOTES DUE 2017
6.800% SENIOR NOTES DUE 2037
 5.950% SENIOR NOTES DUE 2012
 Issuer:
    
    Weatherford International, Inc.Securities:
    
    5.950% Senior Notes due 2012, guaranteed by WeatherfordInternational Ltd. (Bloomberg Ticker: WFT)Aggregate PrincipalAmount Offered:
    
    US $600,000,000Format:
    
    Rule 144A/Regulation S with Registration RightsCUSIP No
    
    947074 AE0 (Rule 144A) / U94320 AB1 (Regulation S)Maturity:
    
    June 15, 2012Trade Date:
    
    June 13, 2007Expected Settlement:
    
    June 18, 2007Price To Public:
    
    $598,830,000: 99.805% of principal amountYield:
    
    5.996%Spread:
    
    +85 basis points over Benchmark TreasuryBenchmark Treasury Spot:
    
    5.146%Benchmark Treasury:
    
    4.750% due May 31, 2012Coupon:
    
    5.950% per year (payable semi-annually)Interest Payment Dates:
    
    June 15 and December 15, beginning December 15, 2007Make Whole Call At Any Time:
    
    the greater of 100% of principal amount or discounted present value at
Adjusted Treasury Rate +0.15%Denominations:
    
    $2,000 and multiples of $1,000Books:
    
    Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., UBS Securities LLCCo-Managers:
    
    Calyon Securities (USA) Inc.Simmons & Company International
 Sch II-1




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6.350% SENIOR NOTES DUE 2017
 Issuer:
    
    Weatherford International, Inc.Securities:
    
    6.350% Senior Notes due 2017, guaranteed by WeatherfordInternational Ltd. (Bloomberg Ticker: WFT)Aggregate PrincipalAmount Offered:
    
    US $600,000,000Format:
    
    Rule 144A/Regulation S with Registration RightsCUSIP No
    
    947074 AF7 (Rule 144A) / U94320 AC9 (Regulation S)Maturity:
    
    June 15, 2017Trade Date:
    
    June 13, 2007Expected Settlement:
    
    June 18, 2007Price To Public:
    
    $599,520,000: 99.920% of principal amountYield:
    
    6.361%Spread:
    
    +115 basis points over Benchmark TreasuryBenchmark Treasury Spot:
    
    5.211%Benchmark Treasury:
    
    4.500% due May 15, 2017Coupon:
    
    6.350% per year (payable semi-annually)Interest Payment Dates:
    
    June 15 and December 15, beginning December 15, 2007Make Whole Call At Any Time:
    
    the greater of 100% of principal amount or discounted present value at
 Adjusted Treasury Rate +0.20%Denominations:
    
    $2,000 and multiples of $1,000Books:
    
    Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., UBS Securities LLCCo-Managers:
    
    Calyon Securities (USA) Inc.Simmons & Company International
 6.800% SENIOR NOTES DUE 2037
 Issuer:
    
    Weatherford International, Inc.Securities:
    
    6.800% Senior Notes due 2037, guaranteed by WeatherfordInternational Ltd. (Bloomberg Ticker: WFT)Aggregate PrincipalAmount Offered:
    
    US $300,000,000Format:
    
    Rule 144A/Regulation S with Registration RightsCUSIP No
    
    947074 AG5 (Rule 144A) / U94320 AD7 (Regulation S)Maturity:
    
    June 15, 2037Trade Date:
    
    June 13, 2007Expected Settlement:
    
    June 18, 2007Price To Public:
    
    $298,140,000: 99.380% of principal amount
 Sch II-2




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Yield:
    
    6.849%Spread:
    
    +155 basis points over Benchmark TreasuryBenchmark Treasury Spot:
    
    5.299%Benchmark Treasury:
    
    4.500% due February 15, 2036Coupon:
    
    6.800% per year (payable semi-annually)Interest Payment Dates:
    
    June 15 and December 15, beginning December 15, 2007Make Whole Call At Any Time:
    
    the greater of 100% of principal amount or discounted present value at
 Adjusted Treasury Rate +0.25%Denominations:
    
    $2,000 and multiples of $1,000Books:
    
    Morgan Stanley & Co. Incorporated, Deutsche BankSecurities Inc., UBS Securities LLCCo-Managers:
    
    Calyon Securities (USA) Inc.Simmons & Company International
  Repurchase at the Option of Holders
   
    
    accept for payment all notes or portions of notes properly tendered pursuant to the
Change of Control Offer;
    
    deposit with the paying agent an amount equal to the Change of Control Payment in
respect of all notes or portions of notes properly tendered; and
 Sch II-3




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
    
    deliver or cause to be delivered to the Trustee the notes properly accepted.
        Sch II-4




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Sch II-5




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List Company Name
    
    JurisdictionWeatherford Bermuda Holdings Ltd.
    
    BermudaWeatherford Canada Ltd.
    
    Alberta, CanadaWeatherford Canada Partnership
    
    Alberta, CanadaWeatherford U.S. Holdings, L.L.C.
    
    Delaware, USA
 Sch C-1




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A-1-1




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A-1-2




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A-1-3




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A-1-4




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1.
    
    The Company has been duly incorporated and is validly existing and in good standing under the
laws of the State of Delaware. The Company has the necessary corporate power and authority to
execute, deliver and perform its obligations under the Transaction Agreements to which it is a
party.2.
    
    The Company is duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where the failure so
to qualify or to be in good standing would not reasonably be expected to result in a Material
Adverse Effect.3.
    
    The Guarantor is duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where the failure so
to qualify or to be in good standing would not reasonably be expected to result in a material
adverse change in the consolidated financial position, shareholders equity, results of
operations or business of the Guarantor and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business (a Guarantor Material Adverse
Effect).4.
    
    Each of the Significant Subsidiaries set forth on Schedule III to the Purchase Agreement (the
Scheduled Subsidiaries), if a corporation, is duly incorporated, and if a general
partnership or limited liability company, is duly formed or organized. Each of the Scheduled
Subsidiaries, if a corporation, is a corporation validly existing in good standing under the
laws of the jurisdiction of its incorporation, with due corporate power and authority to own,
lease and operate its properties and to conduct its business as described in the Offering
Memorandum, if a general partnership, is validly subsisting under the laws of the jurisdiction
of its formation, with due power and authority to own, lease and operate its properties and
conduct its business as described in the Offering Memorandum, and if a limited liability
company, is validly existing in good standing (where applicable) under the laws of the
jurisdiction of its formation, with due power and authority to own, lease and operate its
properties and conduct its business as described in the Offering Memorandum; and all of the
outstanding shares of capital stock of each of the corporate Scheduled Subsidiaries and the
Company have been duly authorized and validly issued, are fully paid and non-assessable, and
all of the outstanding partnership interests of the general partnership Scheduled Subsidiaries
and the limited liability company interests of the limited liability company Scheduled
Subsidiaries are held of record, directly or indirectly, by the Guarantor.5.
    
    To my knowledge, there is no action, suit or proceeding before or by any government,
governmental instrumentality or court, domestic or foreign, now pending or threatened against
or affecting the Guarantor or any of its subsidiaries, or to which any of their respective
properties are subject that would reasonably be expected to result in a Material Adverse
Effect, or which could reasonably be expected to materially and adversely affect the
consummation of the transactions contemplated in the Purchase Agreement, the Registration
Rights Agreement, the
 A-2-1




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Indenture or the performance by the Company and the Guarantor of their respective
obligations thereunder.6.
    
    The (i) execution and delivery of, and the performance by each of the Company and the
Guarantor of its respective obligations under, the Transactions Agreements to which it is a
party, (ii) consummation of the transactions contemplated in the Purchase Agreement (including
the use of the proceeds from the sale of the Securities as described in the Offering
Memorandum under the caption Use of Proceeds), and (iii) compliance by each of the Company
and the Guarantor with its respective obligations under the Transaction Agreements to which it
is a party, do not and will not, whether with or without the giving of notice or lapse of time
or both, constitute a breach of, or default or Repayment Event (as defined in Section 1(a)(16)
of the Purchase Agreement) under any indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or any other agreement or instrument, known to me, to which the
Guarantor or any of its subsidiaries is a party or by which it or any of them may be bound, or
to which any of the property or assets of the Guarantor or any of its subsidiaries is subject
(except for such breaches, defaults or Repayment Events that would not reasonably be expected
to have a Guarantor Material Adverse Effect), nor will such action result in any violation of
the provisions of the charter or by-laws of the Scheduled Subsidiaries or any applicable law,
judgment, order, writ or decree known to me of any government, government instrumentality or
court domestic or foreign, having jurisdiction over the Guarantor or any of its subsidiaries
or any of their respective properties, assets or operations.7.
    
    All descriptions in the Offering Memorandum of contracts and other documents to which the
Guarantor or any of its subsidiaries is a party are accurate in all material respects.
  A-2-2




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A-2-3




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1.
    
    The Guarantor is duly incorporated and existing under the laws of Bermuda in good standing
(meaning solely that it has not failed to make any filing with any Bermuda governmental
authority, or to pay any Bermuda government fee or tax, which would make it liable to be
struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).2.
    
    The Guarantor has the necessary corporate power and authority to execute, deliver and perform
its obligations under the Documents, including the execution and delivery of the Initial Notes
and the Exchange Notes, and the necessary corporate power to conduct its business as described
under the captions Weatherford Bermuda and Weatherford International, Inc. in the
Preliminary Memorandum and the Final Memorandum. The execution and delivery of the Documents
by the Guarantor and the performance by the Guarantor of its obligations thereunder will not
violate the memorandum of association or bye-laws of the Guarantor nor any applicable law,
regulation, order or decree in Bermuda.3.
    
    The Guarantor has taken all corporate action required to authorise its execution, delivery
and performance of the Documents, including the execution and delivery of the Initial Notes
and the Exchange Notes. The Documents (other than the Exchange Notes) have been duly executed
and delivered by or on behalf of the Guarantor, and constitute the valid and binding
obligations of the Guarantor, enforceable against the Guarantor in accordance with the terms
thereof. When duly executed and delivered by or on behalf of the Guarantor, the Exchange
Notes will constitute the valid and binding obligations of the Guarantor, enforceable against
the Guarantor in accordance with the terms thereof and the holders of the Exchange Notes will
be entitled to the benefits of the Indenture in accordance with the terms thereof.4.
    
    No order, consent, approval, licence, authorisation or validation of, filing with or
exemption by any government or public body or authority of Bermuda or any sub-division thereof
is required to authorise or is required in connection with the execution, delivery,
performance and enforcement of the Documents, including the execution and delivery of the
Initial Notes and the Exchange Notes, except such as have been duly obtained or filed in
accordance with Bermuda law.5.
    
    It is not necessary or desirable to ensure the enforceability in Bermuda of the Documents
that they be registered in any register kept by, or filed with, any governmental authority or
regulatory body in Bermuda. However, to the extent that any of the Documents creates a charge
over assets of the Guarantor, it may be desirable to ensure the priority in Bermuda of the
charge that it be registered in the Register of Charges in accordance with Section 55 of the
Companies Act 1981. On registration, to the extent that Bermuda law governs the priority of a
charge, such charge will have priority in Bermuda over any unregistered charges, and over any
subsequently registered charges, in respect of the assets which are the subject of the charge.
A registration fee of $515 will be payable in respect of the registration.
 A-3-1




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While there is no exhaustive definition of a charge under Bermuda law, a charge includes any
interest created in property by way of security (including any mortgage, assignment, pledge,
lien or hypothecation). As the Documents are governed by the Foreign Laws, the question of
whether they create such an interest in property would be determined under the Foreign Laws.6.
    
    The Documents will not be subject to ad valorem stamp duty in Bermuda and no registration,
documentary, recording, transfer or other similar tax, fee or charge is payable in Bermuda
other than as stated in paragraph 5 hereof in connection with the execution, delivery, filing,
registration or performance of the Documents or in connection with the admissibility in
evidence thereof (other than ordinary court filing fees).7.
    
    The Guarantor has received an assurance from the Minister of Finance under the Exempted
Undertakings Tax Protection Act, 1966 that in the event of there being enacted in Bermuda any
legislation imposing tax computed on profits or income or computed on any capital asset, gain
or appreciation, or any tax in the nature of estate duty or inheritance tax, then the
imposition of any such tax shall not until 28 March 2016 be applicable to the Guarantor or any
of its operations or its shares, debentures or other obligations except insofar as such tax
applies to persons ordinarily resident in Bermuda or to tax payable in accordance with the
provisions of the Land Tax Act 1967 or otherwise payable in relation to any land leased to the
Guarantor.8.
    
    The statements contained in the Preliminary Memorandum and Final Memorandum under the section
Description of Notes  the Guarantee and Description of Notes  No Personal Liability of
Officers, Directors, Employees or Shareholders, to the extent that they constitute statements
of Bermuda law are accurate in all material respects.9.
    
    Based solely on a search of the public records in respect of the Guarantor maintained at the
offices of the Registrar of Companies at [       ] a.m. on
l
June 2007 (which would not
reveal details of matters which have not been lodged for registration or have been lodged for
registration but not actually registered at the time of our search) and a search of the Cause
Book of the Supreme Court of Bermuda conducted at [       ] a.m. on l June 2007 (which
would not reveal details of proceedings which have been filed but not actually entered in the
Cause Book at the time of our search), no steps have been, or are being, taken in Bermuda for
the appointment of a receiver or liquidator to, or for the winding-up, dissolution,
reconstruction or reorganisation of, the Guarantor.10.
    
    The choice of the Foreign Laws as the governing law of the Documents is a valid choice of law
and would be recognised and given effect to in any action brought before a court of competent
jurisdiction in Bermuda, except for those laws (i) which such court considers to be procedural
in nature, (ii) which are revenue or penal laws or (iii) the application of which would be
inconsistent with public policy, as such term is interpreted under the laws of Bermuda. The
submission in the Purchase Agreement, the Registration Rights Agreement and the Indenture to
the non-exclusive jurisdiction of the Foreign Courts, and the appointment of CT Corporation
Systems by the Guarantor as its agent for service of legal process in connection with
proceedings in the Foreign Courts pursuant to the Purchase Agreement, the Registration Rights
Agreement and the Indenture, is valid and binding upon the Guarantor.11.
    
    The courts of Bermuda would recognise as a valid judgment, a final and conclusive judgment in
personam obtained in the Foreign Courts against the Guarantor based upon the Documents under
which a sum of money is payable (other than a sum of money payable in respect of multiple
damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and
would give a judgment based thereon provided that (a) such courts had proper jurisdiction over
the
 A-3-2




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parties subject to such judgment, (b) such courts did not contravene the rules of natural
justice of Bermuda, (c) such judgment was not obtained by fraud, (d) the enforcement of the
judgment would not be contrary to the public policy of Bermuda, (e) no new admissible
evidence relevant to the action is submitted prior to the rendering of the judgment by the
courts of Bermuda and (f) there is due compliance with the correct procedures under the laws
of Bermuda.12.
    
    There is no income or other tax of Bermuda imposed by withholding or otherwise on any payment
to be made by the Guarantor to a holder of Notes or Exchange Notes.13.
    
    The Guarantor has been designated as non-resident of Bermuda for the purposes of the Exchange
Control Act, 1972 and, as such, is free to acquire, hold, transfer and sell foreign currency
(including the payment of dividends or other distributions) and securities without
restriction.14.
    
    The Guarantor is not entitled to any immunity under the laws of Bermuda, whether
characterised as sovereign immunity or otherwise, from any legal proceedings to enforce the
Documents in respect of itself or its property.15.
    
    The obligations of the Guarantor under the Indenture, the Notes and the Exchange Notes will
rank at least pari passu in priority of payment with all other unsecured unsubordinated
indebtedness of the Guarantor, other than indebtedness which is preferred by virtue of any
provision of the laws of Bermuda of general application.
 A-3-3