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WEATHERFORD INTERNATIONAL, INC., as Issuer,
 WEATHERFORD INTERNATIONAL LTD., as Guarantor,
 AND
 DEUTSCHE BANK TRUST COMPANY AMERICAS
 Trustee
 INDENTURE
 DATED AS OF JUNE 18, 2007
 
 SENIOR DEBT SECURITIES




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WEATHERFORD INTERNATIONAL, INC.
RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED,
AND INDENTURE, DATED AS OF JUNE 18, 2007
 TRUST INDENTURE ACT SECTION
    
    INDENTURE SECTIONSection 310(a)(1)
    
    
    6.9(a)(2)
    
    
    6.9(a)(3)
    
    Not Applicable(a)(4)
    
    Not Applicable(a)(5)
    
    
    6.9(b)
    
    
    6.8Section 311
    
    
    6.13Section 312(a)
    
    
    7.1, 7.2
    (a)(b)
    
    
    7.2
    (b)(c)
    
    
    7.2
    (c)Section 313(a)
    
    
    7.3(b)
    
    
    *(c)
    
    
    *(d)
    
    
    7.3Section 314(a)
    
    
    7.4(a)(4)
    
    
    10.7(b)
    
    Not Applicable(c)(1)
    
    
    1.3(c)(2)
    
    
    1.3(c)(3)
    
    Not Applicable(d)
    
    Not Applicable(e)
    
    
    1.3Section 315(a)
    
    
    6.1
    (a)(b)
    
    
    6.2(c)
    
    
    6.1
    (b)(d)
    
    
    6.1
    (c)(d)(1)
    
    
    6.1
    (c)(1)(d)(2)
    
    
    6.1
    (c)(2)(d)(3)
    
    
    6.1
    (c)(3)(e)
    
    
    5.14Section 316(a)
    
    
    1.1, 1.2(a)(1)(A)
    
    
    5.2, 5.12(a)(1)(B)
    
    
    5.13(a)(2)
    
    Not Applicable(b)
    
    
    5.8(c)
    
    
    1.5
    (f)




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TRUST INDENTURE ACT SECTION
    
    INDENTURE SECTIONSection 317(a)(1)
    
    
    5.3(a)(2)
    
    
    5.4(b)
    
    
    10.3Section 318(a)
    
    
    1.8
  
 *
    
    Deemed included pursuant to Section 318(c) of the Trust Indenture Act




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TABLE OF CONTENTS
 PARTIES
    
    
    2RECITALS OF THE COMPANY:
    
    
    2ARTICLE ONEDEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
    
    
    2Section 1.1. Definitions
    
    
    2Section 1.2. Incorporation by Reference of Trust Indenture Act
    
    
    9Section 1.3. Compliance Certificates and Opinions
    
    
    10Section 1.4. Form of Documents Delivered to Trustee
    
    
    10Section 1.5. Acts of Holders; Record Dates
    
    
    11Section 1.6. Notices, Etc., to Trustee, Company and Guarantor
    
    
    12Section 1.7. Notice to Holders; Waiver
    
    
    12Section 1.8. Conflict with Trust Indenture Act
    
    
    13Section 1.9. Effect of Headings and Table of Contents
    
    
    13Section 1.10. Successors and Assigns
    
    
    13Section 1.11. Separability Clause
    
    
    13Section 1.12. Benefits of Indenture
    
    
    13Section 1.13. Governing Law
    
    
    13Section 1.14. Legal Holidays
    
    
    14Section 1.15. Securities in a Composite Currency, Currency Unit or Foreign Currency
    
    
    14Section 1.16. Payment in Required Currency; Judgment Currency
    
    
    15Section 1.17. Language of Notices, Etc.
    
    
    15Section 1.18. Incorporators, Shareholders, Officers and Directors of the Company and Guarantor
Exempt from Individual Liability
    
    
    15ARTICLE TWOSECURITY FORMS
    
    
    16Section 2.1. Forms Generally
    
    
    16Section 2.2. Form of Face of Security
    
    
    16Section 2.3. Form of Reverse of Security
    
    
    18Section 2.4. Global Securities
    
    
    23Section 2.5. Form of Trustees Certificate of Authentication
    
    
    24ARTICLE THREETHE SECURITIES
    
    
    24Section 3.1. Amount Unlimited; Issuable in Series
    
    
    24Section 3.2. Denominations
    
    
    27Section 3.3. Execution, Authentication, Delivery and Dating
    
    
    27Section 3.4. Temporary Securities
    
    
    29Section 3.5. Registration, Registration of Transfer and Exchange
    
    
    29Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities
    
    
    32Section 3.7. Payment of Interest; Interest Rights Preserved
    
    
    32Section 3.8. Persons Deemed Owners
    
    
    33Section 3.9. Cancellation
    
    
    33Section 3.10. Computation of Interest
    
    
    34Section 3.11. CUSIP or CINS Numbers
    
    
    34ARTICLE FOURSATISFACTION AND DISCHARGE
    
    
    34
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Section 4.1. Satisfaction and Discharge of Indenture
    
    
    34Section 4.2. Application of Trust Money
    
    
    35ARTICLE FIVEREMEDIES
    
    
    35Section 5.1. Events of Default
    
    
    35Section 5.2. Acceleration of Maturity; Rescission and Annulment
    
    
    36Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    37Section 5.4. Trustee May File Proofs of Claim
    
    
    38Section 5.5. Trustee May Enforce Claims Without Possession of Securities
    
    
    38Section 5.6. Application of Money Collected
    
    
    38Section 5.7. Limitation on Suits
    
    
    39Section 5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest
    
    
    39Section 5.9. Restoration of Rights and Remedies
    
    
    39Section 5.10. Rights and Remedies Cumulative
    
    
    40Section 5.11. Delay or Omission Not Waiver
    
    
    40Section 5.12. Control by Holders
    
    
    40Section 5.13. Waiver of Past Defaults
    
    
    40Section 5.14. Undertaking for Costs
    
    
    41Section 5.15. Waiver of Stay or Extension Laws
    
    
    41ARTICLE SIXTHE TRUSTEE
    
    
    41Section 6.1. Certain Duties and Responsibilities
    
    
    41Section 6.2. Notice of Defaults
    
    
    42Section 6.3. Certain Rights of Trustee
    
    
    43Section 6.4. Not Responsible for Recitals or Issuance of Securities
    
    
    44Section 6.5. May Hold Securities
    
    
    44Section 6.6. Money Held in Trust
    
    
    44Section 6.7. Compensation and Reimbursement
    
    
    44Section 6.8. Disqualification; Conflicting Interests
    
    
    45Section 6.9. Corporate Trustee Required; Eligibility
    
    
    45Section 6.10. Resignation and Removal; Appointment of Successor
    
    
    45Section 6.11. Acceptance of Appointment by Successor
    
    
    47Section 6.12. Merger, Conversion, Consolidation or Succession to Business
    
    
    48Section 6.13. Preferential Collection of Claims Against Company
    
    
    48Section 6.14. Appointment of Authenticating Agent
    
    
    48ARTICLE SEVENHOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
    
    
    50Section 7.1. Company to Furnish Trustee Names and Addresses of Holders
    
    
    50Section 7.2. Preservation of Information; Communications to Holders
    
    
    50Section 7.3. Reports by Trustee
    
    
    51Section 7.4. Reports by Guarantor
    
    
    51ARTICLE EIGHTCONSOLIDATION, AMALGAMATION, MERGER AND SALE
    
    
    52Section 8.1. Company May Consolidate, Etc., Only on Certain Terms
    
    
    52Section 8.2. Successor Substituted
    
    
    53ARTICLE NINESUPPLEMENTAL INDENTURES
    
    
    53Section 9.1. Supplemental Indentures Without Consent of Holders
    
    
    53
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Section 9.2. Supplemental Indentures with Consent of Holders
    
    
    54Section 9.3. Execution of Supplemental Indentures
    
    
    55Section 9.4. Effect of Supplemental Indentures
    
    
    55Section 9.5. Conformity with Trust Indenture Act
    
    
    56Section 9.6. Reference in Securities to Supplemental Indentures
    
    
    56ARTICLE TENCOVENANTS
    
    
    56Section 10.1. Payment of Principal, Premium and Interest
    
    
    56Section 10.2. Maintenance of Office or Agency
    
    
    56Section 10.3. Money for Securities Payments to Be Held in Trust
    
    
    56Section 10.4. Existence
    
    
    58Section 10.5. Limitation on Liens
    
    
    58Section 10.6. Restriction of Sale-Leaseback Transactions
    
    
    59Section 10.7. Statement by Officers as to Default
    
    
    60Section 10.8. Waiver of Certain Covenants
    
    
    60Section 10.9. Additional Amounts
    
    
    60ARTICLE ELEVENREDEMPTION OF SECURITIES
    
    
    61Section 11.1. Applicability of Article
    
    
    61Section 11.2. Election to Redeem; Notice to Trustee
    
    
    61Section 11.3. Selection by Trustee of Securities to Be Redeemed
    
    
    61Section 11.4. Notice of Redemption
    
    
    62Section 11.5. Deposit of Redemption Price
    
    
    62Section 11.6. Securities Payable on Redemption Date
    
    
    63Section 11.7. Securities Redeemed in Part
    
    
    63ARTICLE TWELVESINKING FUNDS
    
    
    63Section 12.1. Applicability of Article
    
    
    63Section 12.2. Satisfaction of Sinking Fund Payments with Securities
    
    
    63Section 12.3. Redemption of Securities for Sinking Fund
    
    
    64ARTICLE THIRTEENDEFEASANCE
    
    
    64Section 13.1. Applicability of Article
    
    
    64Section 13.2. Legal Defeasance
    
    
    64Section 13.3. Covenant Defeasance
    
    
    66Section 13.4. Deposited Money and U.S. Government Obligations to be Held in Trust
    
    
    67Section 13.5. Repayment to Company; Qualifying Trustee
    
    
    67ARTICLE FOURTEENGUARANTEE OF SECURITIES
    
    
    68Section 14.1. Unconditional Guarantee
    
    
    68Section 14.2. Execution and Delivery of Notation of Guarantee
    
    
    70Section 14.3. Reports by Guarantor
    
    
    70
  iii




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PARTIES
  RECITALS OF THE COMPANY:
      ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
 Definitions
       2




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3




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th
          4




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5




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6




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7




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8




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Incorporation by Reference of Trust Indenture Act
      9




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Compliance Certificates and Opinions
       Form of Documents Delivered to Trustee
   10




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Acts of Holders; Record Dates
      11




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Notices, Etc., to Trustee, Company and Guarantor
     Notice to Holders; Waiver
   12




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Conflict with Trust Indenture Act
  Effect of Headings and Table of Contents
  Successors and Assigns
  Separability Clause
  Benefits of Indenture
  Governing Law
 THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
  13




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Legal Holidays
  Securities in a Composite Currency, Currency Unit or Foreign Currency
  14




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Payment in Required Currency; Judgment Currency
  Language of Notices, Etc.
  Incorporators, Shareholders, Officers and Directors of the Company and Guarantor
Exempt from Individual Liability
  15




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ARTICLE TWO  SECURITY FORMS
 Forms Generally
    Form of Face of Security
 If the Security is an Original Issue Discount Security, insert
  If a Global Security,insert legend required by Section 204 of the Indentur If applicable,
insert 
  16




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No
    
    U.S. $
  If the Security is to bear interest prior to Maturity,
insert      if applicable, insert
 If the Security is not to bear interest prior to Maturity, insert
 If a Global Security, insert if applicable,
insertany such
 If a Definitive Security, insert if
applicable, insert
 17




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if applicable, insert
     WEATHERFORD INTERNATIONAL, INC.By:
 Form of Reverse of Security
 
 18




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if applicable,
insert
 If applicable, insert  if applicable, insert 
 Year
    
    Redemption Price
    Year
    Redemption Price
 if applicable, insert
 If applicable, insert
 Redemption Price forRedemption Price For
    
    Redemption Otherwise ThanRedemption Through
    
    Through Operation of theYear
    
    Operation of the Sinking Fund
    
    Sinking Fund
 19




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If
applicable, insert
 If
applicable, insert        If
applicable, insert
 If the Securities are subject to redemption in part of any kind, insert
 If applicable, insert
 If the Security is not an Original Issue Discount Security insert 
 If the Security is an Original Issue Discount Security insert  insert formula for determining the
amount
 If applicable, insert If applicable, insert If applicable, insert
 20




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If a Global Security, insert
 If a Definitive Security, insert if applicable, insert if applicable, insert
 
  If
applicable, insert If applicable,
insert If applicable, insert
 If applicable, insert If applicable,
insert If applicable, insert If applicable, insert
 21




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If applicable, insert If applicable, insert
  If a Definitive Security, insert as a separate page
  
 
  Dated:(Signature)
  If a Security to which Article Fourteen has been made applicable, insert the following Form of
Notation on such Security relating to the Guarantee 
   22




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Guarantor:WEATHERFORD INTERNATIONAL LTD.By:]
 Global Securities
  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN
THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
 EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF,
OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY
SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
   23




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Form of Trustees Certificate of Authentication
   Deutsche Bank Trust Company Americas,
as TrusteeBy:Authorized Officer
 ARTICLE THREE  THE SECURITIES
 Amount Unlimited; Issuable in Series
        24




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25




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26




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Denominations
  Execution, Authentication, Delivery and Dating
      27




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28




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Temporary Securities
   Registration, Registration of Transfer and Exchange
 th
   29




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30




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31




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Mutilated, Destroyed, Lost and Stolen Securities
       Payment of Interest; Interest Rights Preserved
    32




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Persons Deemed Owners
   Cancellation
  33




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Computation of Interest
  CUSIP or CINS Numbers
  ARTICLE FOUR  SATISFACTION AND DISCHARGE
 Satisfaction and Discharge of Indenture
       34




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Application of Trust Money
  ARTICLE FIVE  REMEDIES
 Events of Default
    35




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Acceleration of Maturity; Rescission and Annulment
     36




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Collection of Indebtedness and Suits for Enforcement by Trustee
       37




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Trustee May File Proofs of Claim
      Trustee May Enforce Claims Without Possession of Securities
  Application of Money Collected
   38




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Unconditional Right of Holders to Receive Principal, Premium and Interest
  Restoration of Rights and Remedies
  39




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Rights and Remedies Cumulative
  Delay or Omission Not Waiver
  Control by Holders
     Waiver of Past Defaults
    40




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Undertaking for Costs
  Waiver of Stay or Extension Laws
  ARTICLE SIX  THE TRUSTEE
 Certain Duties and Responsibilities
    41




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Notice of Defaults
  42




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Certain Rights of Trustee
          43




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Not Responsible for Recitals or Issuance of Securities
  May Hold Securities
  Money Held in Trust
  Compensation and Reimbursement
     44




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Disqualification; Conflicting Interests
  Corporate Trustee Required; Eligibility
  Resignation and Removal; Appointment of Successor
   45




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46




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Acceptance of Appointment by Successor
   47




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Merger, Conversion, Consolidation or Succession to Business
  Preferential Collection of Claims Against Company
    Appointment of Authenticating Agent
  48




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49




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Deutsche Bank Trust Company Americas,
As TrusteeBy:As Authenticating AgentBy:Authorized Officer ARTICLE SEVEN
 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
 Company to Furnish Trustee Names and Addresses of Holders.
    Preservation of Information; Communications to Holders
    50




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Reports by Trustee
  Reports by the Guarantor and the Company.
   51




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ARTICLE EIGHT  CONSOLIDATION, AMALGAMATION, MERGER AND SALE
 Company May Consolidate, Etc., Only on Certain Terms
    52




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Successor Substituted
  ARTICLE NINE  SUPPLEMENTAL INDENTURES
 Supplemental Indentures Without Consent of Holders
     53




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Supplemental Indentures with Consent of Holders
  54




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Execution of Supplemental Indentures
  Effect of Supplemental Indentures
  55




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Conformity with Trust Indenture Act
  Reference in Securities to Supplemental Indentures
  ARTICLE TEN  COVENANTS
 Payment of Principal, Premium and Interest
  Maintenance of Office or Agency
    Money for Securities Payments to Be Held in Trust
  56




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57




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Existence
  Limitation on Liens
        58




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Restriction of Sale-Leaseback Transactions
     59




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Statement by Officers as to Default
  Waiver of Certain Covenants
   Additional Amounts
  60




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ARTICLE ELEVEN  REDEMPTION OF SECURITIES
 Applicability of Article
  Election to Redeem; Notice to Trustee
  Selection by Trustee of Securities to Be Redeemed
  61




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Notice of Redemption
          Deposit of Redemption Price
  62




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Securities Payable on Redemption Date
   Securities Redeemed in Part
  ARTICLE TWELVE  SINKING FUNDS
 Applicability of Article
   Satisfaction of Sinking Fund Payments with Securities
  63




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Redemption of Securities for Sinking Fund
  ARTICLE THIRTEEN  DEFEASANCE
 Applicability of Article
  Legal Defeasance
   64




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65




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Covenant Defeasance
      66




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Deposited Money and U.S. Government Obligations to be Held in Trust
   Repayment to Company; Qualifying Trustee
    67




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ARTICLE FOURTEEN  GUARANTEE OF SECURITIES
 Unconditional Guarantee
  pari passu
  68




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69




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Execution and Delivery of Notation of Guarantee
     Reports by Guarantor
    70




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71




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WEATHERFORD INTERNATIONAL, INC.,
as IssuerBy:
    
    /s/ BURT M. MARTINName:
    
    Burt M. MartinTitle:
    
    Senior Vice PresidentThe COMMON SEAL of
WEATHERFORD INTERNATIONAL LTD.,
as Guarantor
was hereunto affixed in the presence ofBy:
    
    /s/ BURT M. MARTINName:
    
    Burt M. MartinTitle:
    
    Senior Vice PresidentDEUTSCHE BANK TRUST COMPANY AMERICAS,
as TrusteeBy:
Name:
    
    /s/ [Signature illegible]Title:By:
    
    /s/ [Signature illegible]Name:Title:
 72