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NOTES DUE




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TABLE OF CONTENTS
 PageARTICLE 1 Relation to Indenture; Definitions
    
    
    1SECTION 1.01. Relation to Indenture
    
    
    1SECTION 1.02. Definitions
    
    
    1SECTION 1.03. General References
    
    
    1ARTICLE 2 The Series of Securities
    
    
    2SECTION 2.01. The Form and Title of the Securities
    
    
    2SECTION 2.02. Amount
    
    
    2SECTION 2.03. Stated Maturity and Denominations
    
    
    2SECTION 2.04. Interest and Interest Rates
    
    
    2SECTION 2.05. Place of Payment
    
    
    2SECTION 2.06. Optional Redemption
    
    
    2SECTION 2.07. Global Securities; Restrictions on Transfer and Exchange
    
    
    3SECTION 2.08. Transfer and Exchange
    
    
    3SECTION 2.09. Legends
    
    
    4SECTION 2.10. Unconditional Guarantee
    
    
    5SECTION 2.11. Registration Rights Agreement
    
    
    6ARTICLE 3 Other Amendments to Indenture
    
    
    6SECTION 3.01. Amendments to Indenture
    
    
    6ARTICLE 4 Miscellaneous
    
    
    9SECTION 4.01. Certain Trustee Matters
    
    
    9SECTION 4.02. Continued Effect
    
    
    9SECTION 4.03. Governing Law
    
    
    9SECTION 4.04. Counterparts
    
    
    10
 EXHIBIT
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First Supplemental Indenture Weatherford International, Inc. Company Weatherford International Ltd. Guarantor Deutsche Bank Trust Company Americas Trustee
  Original Indenture Indenture
    Registration Rights Agreement Initial Purchasers
  ARTICLE 1
 Relation to Indenture; Definitions
 SECTION 1.01. Relation to Indenture.
  SECTION 1.02. Definitions.
  SECTION 1.03. General References.
 herein hereof hereunder
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ARTICLE 2
 The Series of Securities
 SECTION 2.01. The Form and Title of the Securities.
 2012 Notes 2017 Notes 2037 Notes Notes Exhibit A
 Exhibit A
 SECTION 2.02. Amount.
  SECTION 2.03. Stated Maturity and Denominations.
  SECTION 2.04. Interest and Interest Rates.
 Exhibits A
 SECTION 2.05. Place of Payment.
  SECTION 2.06. Optional Redemption.
   2
    
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Exhibit A
 SECTION 2.07. Global Securities; Restrictions on Transfer and Exchange.
  Rule 144A Global Notes QIBs QIB Securities Act Rule 144A Global Notes Exhibit A DTC
 Regulation S Global Notes Regulation S Regulation S Global Notes Exhibit A
 SECTION 2.08. Transfer and Exchange.
 Transfer and Exchange of Notes in Certificated Form Transfer
Restricted Securities
 Exhibit A
 Exhibit A
 Exhibit A Exhibit A
   3
    
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Exhibit A
 Transfer and Exchange of Global Notes
 SECTION 2.09. Legends.
 Global Note
     4
    
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Exchange Notes Exhibit A
 SECTION 2.10. Unconditional Guarantee.
  Exhibit B
  5
    
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SECTION 2.11. Registration Rights Agreement.
  ARTICLE 3
 Other Amendments to Indenture
 SECTION 3.01. Amendments to Indenture
             6
    
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7
    
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8
    
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ARTICLE 4
 Miscellaneous
 SECTION 4.01. Certain Trustee Matters.
   SECTION 4.02. Continued Effect.
  SECTION 4.03. Governing Law.
   9
    
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SECTION 4.04. Counterparts.
    10
    
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WEATHERFORD INTERNATIONAL, INC.By:
    
    /s/ BURT M. MARTINName: Burt M. MartinTitle: Senior Vice PresidentIn witness whereofThe COMMON SEAL ofWEATHERFORD INTERNATIONAL LTD.,as Guarantorwas hereunto affixed in the presence ofBy:
    
    /s/ BURT M. MARTINName: Burt M. MartinTitle: Senior Vice President
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DEUTSCHE BANK TRUST COMPANY AMERICASas TrusteeBy:
    
    /s/ [Signature illegible]Name:Title:By:
    
    /s/ [Signature illegible]Name:Title:
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A-1
    
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Rate of Interest
    
    Maturity Date
    
    Original Issue Date[]%
    
    June 15, []
    
    June 18, 2007
  No.
    
    U.S.$CUSIP No.
 Company  Interest Payment Date
 Regular Record Date provided however
   (Signature Page Follows)
  A-2
    
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WEATHERFORD INTERNATIONAL, INC.By:Name:Title:
   
 DEUTSCHE BANK TRUST COMPANY AMERICAS,as TrusteeBy:Authorized SignatoryBy:Authorized Signatory
  A-3
    
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Notes Trustee Indenture
  Guarantee Guarantor
  Adjusted Treasury Rate
 Comparable Treasury Issue
  A-4
    
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Comparable Treasury Price
 Independent Investment Banker
 Reference Treasury Dealer
 Reference Treasury Dealer Quotations
         A-5
    
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Registration Rights Agreement
   A-6
    
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Dated:(Signature)
 
 
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o Section 10.10
    
    o Section 11.6
  $
 
 Your Signature:(Sign exactly as your name appears on the face of this Note)Tax Identification No.:
 
 
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Notes
 Transferor
    Securities Act
   [INSERT NAME OF TRANSFEROR]By:Name:Title:Address:
 
 
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Notes Company Securities Act
 (i)
    
    the offer of the Notes was not made to a person in the United States of
America;(ii)
    
    at the time the buy order was originated, the transferee was outside the United
States of America or we and any person acting on our behalf reasonably believed that
the transferee was outside the United States of America;(iii)
    
    no directed selling efforts have been made by us in contravention of Rule 903
or Rule 904 of Regulation S under the Securities Act, as applicable;(iv)
    
    the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and(v)
    
    if the proposed transfer is being made prior to the expiration of the 40-day
distribution compliance period as set forth in Regulation S, the transfer is not being
made to, or for the benefit or account of, a U.S. Person (other than a distributor).
  Very truly yours,[Name]By:Name:Title:Address:
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Amount of
    
    
    
    Principal Amount ofDecrease in
    
    Amount of Increase
    
    this Global Security
    
    Signature ofPrincipal
    
    in Principal Amount
    
    following such
    
    authorized signatoryAmount of this
    
    of this
    
    decrease
    
    of Trustee orDate of Exchange
    
    Global Security
    
    Global Security
    
    (or increase)
    
    Depository]
 First Supplemental Indenture