**REGISTRATION RIGHTS AGREEMENT**     This REGISTRATION RIGHTS AGREEMENT, dated June 18, 2007 (the “Agreement”), is entered into byand among Weatherford International, Inc. (the “Company”), Weatherford International Ltd. (the“Guarantor”), and Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., and UBSSecurities LLC, as representatives of the several initial purchasers (the “Initial Purchasers”)listed on Schedule I to the Purchase Agreement, dated June 13, 2007 (the “Purchase Agreement”).The Purchase Agreement provides for the sale by the Company to the Initial Purchasers of$1,500,000,000 aggregate principal amount of the Securities (as defined below). As an inducementto the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantor haveagreed to provide to the Initial Purchasers and their direct and indirect transferees theregistration rights set forth in this Agreement. The execution and delivery of this Agreement is acondition to the closing under the Purchase Agreement.     In consideration of the foregoing, the parties hereto agree as follows:     1. Definitions. As used in this Agreement, the following terms shall have thefollowing meanings:     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on whichcommercial banks in New York City are authorized or required by law to remain closed.     “Company” shall have the meaning set forth in the Preamble and shall also include theCompany’s successors.     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.     “Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities forRegistrable Securities pursuant to Section 2(a) hereof.     “Exchange Offer Registration” shall mean the registration of the Securities under theSecurities Act, effected pursuant to Section 2(a) hereof.     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement onForm S-4 (or, if applicable, on another appropriate form) and all amendments and supplements tosuch registration statement, in each case including, but not limited to, the Prospectus containedtherein or
 

 
deemed a part thereof, all exhibits thereto and any document incorporated by referencetherein.     “Exchange Securities” shall mean notes issued by the Company and Guarantees issued by theGuarantor under the Indenture, containing terms identical to the Securities (except that theExchange Securities will not be subject to restrictions on transfer or to any increase in annualinterest rate for failure to comply with this Agreement), to be offered to Holders of RegistrableSecurities pursuant to the Exchange Offer.     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under theSecurities Act) prepared by or on behalf of the Company and the Guarantor or used or referred to bythe Company or the Guarantor in connection with the sale of the Securities or Exchange Securities.     “Guarantee” shall have the meaning set forth in the definition of Securities.     “Guarantor” shall have the meaning set forth in the Preamble.     “Holders” shall mean the Initial Purchasers, for so long as they own any RegistrableSecurities, and each of their successors, assigns and direct and indirect transferees who becomeowners of Registrable Securities under the Indenture; *provided that,*for purposes of Sections 4 and5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.     “Indenture” shall mean the Indenture, dated as of June 18, 2007, between the Company, theGuarantor and Deutsche Bank Trust Company Americas, as trustee, as the same may be amended orsupplemented from time to time in accordance with the terms thereof.     “Initial Purchasers” shall have the meaning set forth in the preamble.     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount ofthe outstanding Registrable Securities; *provided that*whenever the consent or approval of Holdersof a specified percentage of Registrable Securities is required hereunder, any RegistrableSecurities owned directly or indirectly by the Company or any of its subsidiaries shall not be
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counted in determining whether such consent or approval was given by the Holders of suchrequired percentage or amount; and *provided, further*, that if the Company shall issue anyadditional Securities under the Indenture prior to consummation of the Exchange Offer or, ifapplicable, the effectiveness of any Shelf Registration Statement, such additional Securities andthe Registrable Securities to which this Agreement relates shall be treated together as one classfor purposes of determining whether the consent or approval of Holders of a specified percentage ofRegistrable Securities has been obtained.     “Participating Broker-Dealer” shall have the meaning set forth in Section 4(a) hereof.     “Person” shall mean an individual, partnership, limited liability company, corporation, trustor unincorporated organization, or a government or agency or political subdivision thereof.     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulationsof the Securities Act, deemed a part of, a Registration Statement, including any preliminaryprospectus, and any such prospectus, as amended or supplemented by a prospectus supplement,including a prospectus supplement with respect to the terms of the offering of any portion of theRegistrable Securities covered by a Shelf Registration Statement, and by all other amendments andsupplements to such prospectus, in each case including any document incorporated by referencetherein.     “Purchase Agreement” shall have the meaning set forth in the Preamble.     “Registrable Securities” shall mean the Securities; *provided that*the Securities shall ceaseto be Registrable Securities upon the earliest to occur of (a) the date on which such Securitiesare exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereofwithout complying with the prospectus delivery requirements of the Securities Act, (b) the date onwhich such Securities have been effectively registered under the Securities Act and disposed of inaccordance with a Shelf Registration Statement, (c) the date on which such Securities aredistributed to the public pursuant to Rule 144 without restriction or are saleable pursuant to Rule144(k) under the Securities Act and (d) the date when such Securities cease to be outstanding.     “Registration Expenses” shall mean any and all expenses incident to performance of orcompliance by the Company or Guarantor with this Agreement, including without limitation: (i) allSEC, stock exchange or National Association of Securities Dealers, Inc. registrations and filingfees, (ii) all fees and expenses incurred in connection with compliance with state securities orblue sky laws (including reasonable fees and disbursements of counsel for any Underwriters orHolders in connection with blue sky qualification of any Exchange Securities or RegistrableSecurities), (iii) all expenses of any Persons
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in preparing or assisting in preparing, word processing, printing and distributing anyRegistration Statement, Prospectus, or Free Writing Prospectus and any amendments or supplementsthereto, any underwriting agreements, securities sales agreements or other similar agreements andany other documents relating to the performance of and compliance with this Agreement, (iv) allrating agency fees, (v) all fees and disbursements relating to the qualification of the Indentureunder applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel,(vii) the fees and disbursements of counsel for the Company and the Guarantor and, in the case of aShelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders(which counsel shall be selected by the Majority Holders and which counsel may also be counsel forthe Initial Purchasers) and (viii) the fees and disbursements of the independent public accountantsof the Company, including the expenses of any special audits or “comfort” letters required by orincident to the performance of and compliance with this Agreement, but excluding fees and expensesof counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or theHolders and underwriting discounts and commissions, brokerage commissions and transfer taxes, ifany, relating to the sale or disposition of Registrable Securities by a Holder.     “Registration Statement” shall mean any registration statement of the Company and theGuarantor that covers any of the Exchange Securities or Registrable Securities pursuant to theprovisions of this Agreement and all amendments and supplements to any such registration statement,including post-effective amendments, in each case, including the Prospectus contained therein ordeemed a part thereof, all exhibits thereto and any document incorporated by reference therein.     “SEC” shall mean the United States Securities and Exchange Commission.     “Securities” means $600,000,000 of 5.95% Senior Notes due 2012, $600,000,000 of 6.35% SeniorNotes due 2017, and $300,000,000 of 6.80% Senior Notes due 2037 of the Company to be issuedpursuant to the Indenture. Each Security or Exchange Security is entitled to the benefit of theguarantee provided for in the Indenture (the “Guarantee”) and, unless the context otherwiserequires, any reference herein to a “Security,” an “Exchange Security” or a “Registrable Security”shall include a reference to the related Guarantee.     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.
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     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.     “Shelf Registration Statement” shall mean a shelf registration statement of the Company andthe Guarantor that covers all or a portion of the Registrable Securities (but no other securities,unless approved by a majority of the Holders whose Registrable Securities are to be covered by suchShelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, orany similar rule that may be adopted by the SEC, and all amendments and supplements to suchregistration statement, including post-effective amendments, in each case including the Prospectuscontained therein or deemed a part thereof, all exhibits thereto and any document incorporated byreference therein.     “Staff” shall mean the staff of the SEC.     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time totime.     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.     “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to anUnderwriter for reoffering to the public.     2. Registration under the Securities Act.     (a) To the extent not prohibited by any applicable law or applicable interpretations of theStaff, the Company and the Guarantor shall (1) cause to be filed within 150 days after the datehereof an Exchange Offer Registration Statement covering an offer to the Holders to exchange allthe Registrable Securities for Exchange Securities and (2) use its reasonable best efforts to causesuch Registration Statement to be declared effective within 180 days after the date hereof. TheCompany shall commence the Exchange Offer promptly after the Exchange Offer Registration Statementis declared effective by the SEC and use its reasonable best efforts to complete the Exchange Offernot later than 210 days after the date hereof.     The Company shall commence the Exchange Offer by mailing the related Prospectus, appropriateletters of transmittal and other accompanying documents to each Holder stating, in addition to suchother disclosures as are required by applicable law, substantially the following:
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(i) that the Exchange Offer is being made pursuant to this Agreement and that all RegistrableSecurities validly tendered and not properly withdrawn will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Daysfrom the date such notice is mailed) (the “Exchange Dates”); (iii) that any Registrable Security not validly tendered will remain outstanding and continue toaccrue interest but will not retain any rights under this Agreement, except as otherwisespecified herein; (iv) that any Holder electing to have a Registrable Security exchanged pursuant to the ExchangeOffer will be required to (A) surrender such Registrable Security, together with theappropriate letters of transmittal, to the institution, at the address and in the mannerspecified in the notice, or (B) effect such exchange otherwise in compliance with theapplicable procedures of the depositary for such Registrable Security, in each case prior tothe close of business on the last Exchange Date; and (v) that any Holder will be entitled to withdraw its election, not later than the close ofbusiness on the last Exchange Date, by (A) sending to the institution, at the addressspecified in the notice, a telegram, telex, facsimile transmission or letter setting forth thename of such Holder, the principal amount of Registrable Securities delivered for exchange anda statement that such Holder is withdrawing its election to have such Securities exchanged or(B) effecting such withdrawal in compliance with the applicable procedures of the depositaryfor the Registrable Securities.     As a condition to participating in the Exchange Offer, a Holder will be required to representto the Company that (i) any Exchange Securities to be received by it will be acquired in theordinary course of its business, (ii) at the time of the commencement of the Exchange Offer, it hasno arrangement or understanding with any Person to participate in the distribution (within themeaning of the Securities Act) of the Exchange Securities in violation of the provisions of theSecurities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the SecuritiesAct) of the Company and (iv) if such Holder is a broker-dealer that will receive ExchangeSecurities for its own account in exchange for Registrable Securities that were acquired as aresult of market-making or other trading activities, then such Holder will deliver a Prospectus(or, to the extent permitted by law, make available a Prospectus to purchasers) in connection withany resale of such Exchange Securities.     As soon as practicable after the last Exchange Date, the Company shall:
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(i) accept for exchange Registrable Securities or portions thereof validly tendered and notproperly withdrawn pursuant to the Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securitiesor portions thereof so accepted for exchange by the Company and issue, and cause the Trusteeto promptly authenticate and deliver to each Holder, Exchange Securities equal in principalamount to the principal amount of the Registrable Securities tendered by such Holder.     The Company shall use its reasonable best efforts to complete the Exchange Offer as providedabove and shall comply in all material respects with the applicable requirements of the SecuritiesAct, the Exchange Act and other applicable laws and regulations in connection with the ExchangeOffer. The Exchange Offer shall not be subject to any conditions, other than that the ExchangeOffer does not violate any applicable law or applicable interpretations of the Staff.     (b) In the event that (i) the Company determines that the Exchange Offer Registration providedfor in Section 2(a) above is not available or the Exchange Offer may not be completed as soon aspracticable after the last Exchange Date because it would violate any applicable law or applicableinterpretations of the Staff, (ii) the Exchange Offer is not for any other reason consummatedwithin 210 days of the date hereof, (iii) in the case of any Holder that participates in theExchange Offer, such Holder does not receive Exchange Securities on the date of the exchange thatmay be sold without restriction under state and federal securities laws (other than due solely tothe status of such Holder as an affiliate of the Company within the meaning of the Securities Actor as a broker-dealer) or (iv) the Company so elects, the Company shall (1) promptly deliver to theHolders written notice of such event and (2) at the Company’s sole expense, (a) file, as promptlyas practicable (but in no event more than 30 days after so required hereby), a Shelf RegistrationStatement providing for the sale of all the Registrable Securities by the Holders thereof and (b)use the Company’s and the Guarantor’s reasonable best efforts to cause the Shelf RegistrationStatement to be declared effective under the Securities Act.     The Company and the Guarantor agree to use reasonable best efforts to keep the ShelfRegistration Statement continuously effective until the expiration of the period referred to inRule 144(k) (or any similar rule then in force, but not Rule 144A) under the Securities Act, withrespect to the Registrable Securities, or such shorter period that will terminate when all theRegistrable Securities covered by the Shelf Registration Statement have been sold pursuant to theShelf Registration Statement (the “Shelf Effectiveness Period”). The Company and the Guarantorfurther agree to supplement or amend the Shelf Registration Statement, the related Prospectus andany Free Writing Prospectus, if required by the rules, regulations or instructions applicable tothe registration form used by
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the Company for such Shelf Registration Statement or by the Securities Act or by any otherrules and regulations thereunder or if reasonably requested by a Holder of Registrable Securitieswith respect to information relating to such Holder, and to use its reasonable best efforts tocause any such amendment to become effective, if required, and such Shelf Registration Statement,Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafterpracticable. The Company agrees to furnish to the Holders of Registrable Securities copies of anysuch supplement or amendment promptly after its initial use or its being filed with the SEC.     (c) The Company shall pay all Registration Expenses in connection with any registrationpursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discountsand commissions, brokerage commissions and transfer taxes, if any, relating to the sale ordisposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not bedeemed to have become effective unless it has been declared effective by the SEC. A ShelfRegistration Statement pursuant to Section 2(b) hereof will not be deemed to have become effectiveunless it has been declared effective by the SEC or is automatically effective upon filing with theSEC as provided in Rule 462 under the Securities Act.     If: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statementis filed with the SEC on or before the 150th day following the date hereof, (ii) noShelf Registration Statement has been filed and the Exchange Offer Registration Statement is notdeclared effective on or before the 180th day following the date hereof, or (iii) theExchange Offer is not consummated and the Shelf Registration Statement is not declared effective onor before the 210th day following the date hereof (each such event referred to inclauses (i) through (iii), a “Registration Default”), then a special interest premium will accruein respect of the Securities from and including the next calendar day following each of (a) the 150day period, in the case of clause (i) above, (b) the 180 day period, in the case of clause (ii)above, and (c) the 210 day period, in the case of clause (iii) above, in each case, at a rate equalto 0.25% per annum (the “Special Interest Premium”) until all Registration Defaults have been cured(on the date of which, the interest rate will be reduced to the original interest rate for theRegistrable Securities). The accrued Special Interest Premium shall be paid to the Holders by theCompany by wire transfer of immediately available funds or by federal funds check on the dates thatinterest payments are made as provided in the Indenture. If the Exchange Offer RegistrationStatement is not declared effective on or before the 180th day following the datehereof, and the Company requests Holders of the Registrable Securities to provide the informationcalled for hereby for inclusion in the Shelf Registration Statement, the Registrable Securitiesowned by Holders who do not deliver such information to the
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Company when required hereby will not be entitled to any such increase in the interest ratefor any day after the filing of such Shelf Registration Statement.     If the Shelf Registration Statement, if required hereby, has become effective and thereaftereither (A) ceases to be effective or (B) the Prospectus contained therein ceases to be usable, ineach case whether or not permitted by this Agreement, at any time during the Shelf EffectivenessPeriod, and such failure to remain effective or usable exists for more than 90 days (whether or notconsecutive) in any 12-month period, then the interest rate on the Registrable Securities will beincreased by the Special Interest Premium, commencing on the 91st day and for each daythereafter (whether or not consecutive) in such 12-month period, and such increase in the interestrate shall cease accruing on (i) the date that the Shelf Registration Statement again becomeseffective or the Prospectus again becomes usable, (ii) the date that is the second anniversary ofthe date hereof or the issuance of any fungible additional notes (or, if Rule 144(k) is amended toprovide a shorter restrictive period, such shorter period) or (iii) the date as of which all of theRegistrable Securities are sold pursuant to the Shelf Registration Statement.     (e) Without limiting the remedies available to the Initial Purchasers and the Holders, theCompany and the Guarantor acknowledge that any failure by either of them to comply with itsobligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury tothe Initial Purchasers or the Holders for which there is no adequate remedy at law, that it may notbe possible to measure damages for such injuries precisely and that, in the event of any suchfailure, the Initial Purchasers or any Holder may seek to obtain such relief as may be required tospecifically enforce the obligations of the Company or the Guarantor under Section 2(a) and Section2(b) hereof.     3. Registration Procedures.     (a) In connection with its obligations pursuant to Section 2(a) and Section 2(b) hereof, theCompany and the Guarantor shall:     (i) prepare and file with the SEC a Registration Statement on the appropriate form under theSecurities Act, which form (x) shall be selected by the Company, (y) shall, in the case of a ShelfRegistration, be available for the sale of the Registrable Securities by the Holders thereof and(z) shall comply as to form in all material respects with the requirements of the applicable formand include all financial statements required by the SEC to be filed therewith; and use itsreasonable best efforts to cause such Registration Statement to become effective and remaineffective for the applicable period in accordance with Section 2 hereof;     (ii) prepare and file with the SEC such amendments and post-effective amendments to eachRegistration Statement as may be necessary to keep such
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Registration Statement effective for the applicable period in accordance with Section 2 hereofand cause each Prospectus to be supplemented by any required prospectus supplement and, as sosupplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectuscurrent during the period described in Section 4(3) hereof and Rule 174 under the Securities Actthat is applicable to transactions by brokers or dealers with respect to the Registrable Securitiesor Exchange Securities;     (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free WritingProspectus that is required to be filed by the Company or the Guarantor with the SEC in accordancewith the Securities Act and to retain any Free Writing Prospectus not required to be filed;     (iv) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, tocounsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of anUnderwritten Offering of Registrable Securities, if any, without charge, as many copies of eachProspectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplementthereto, as such Holder, counsel or Underwriter may reasonably request in order to facilitate thesale or other disposition of the Registrable Securities thereunder; and the Company and theGuarantor consent to the use of such Prospectus, preliminary prospectus or Free Writing Prospectusand any amendment or supplement thereto, in accordance with applicable law, by each of the Holdersof Registrable Securities and any such Underwriters in connection with the offering and sale of theRegistrable Securities covered by and in the manner described in such Prospectus, preliminaryprospectus or Free Writing Prospectus and any amendment or supplement thereto, in accordance withapplicable law;     (v) use its reasonable best efforts to register or qualify the Registrable Securities underall applicable state securities or blue sky laws of such jurisdictions as any Holder of RegistrableSecurities covered by a Registration Statement shall reasonably request in writing by the time theapplicable Registration Statement becomes effective; cooperate with such Holders in connection withany filings required to be made with the National Association of Securities Dealers, Inc. or othergovernmental agencies or authorities; and do any and all other acts and things that may bereasonably necessary or advisable to enable each Holder to complete the disposition in each suchjurisdiction of the Registrable Securities owned by such Holder; *provided that*neither the Companynor the Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as adealer in securities in any such jurisdiction where it would not otherwise be required to soqualify, (2) file any general consent to service of process in any such jurisdiction or (3) subjectitself to taxation in any such jurisdiction if it is not otherwise so subject;
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     (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration,notify each Holder of Registrable Securities and counsel for such Holders promptly and, ifrequested by any such Holder or counsel, confirm in writing (1) when a Registration Statement hasbecome effective, when any post-effective amendment thereto has been filed and becomes effective,when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus orany Free Writing Prospectus has been filed, (2) any request by the SEC or any state securitiesauthority for amendments and supplements to a Registration Statement, Prospectus or any FreeWriting Prospectus or for additional information relating to the Registration Statement after theRegistration Statement has become effective, (3) the issuance by the SEC or any state securitiesauthority of any stop order suspending the effectiveness of a Registration Statement or theinitiation of any proceedings for that purpose, including (A) the receipt by the Company or theGuarantor of any notice of objection of the SEC to the use of a Shelf Registration Statement or anypost-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act or (B)suspension of a qualification or exemption from qualification of the Registrable Securities understate securities or Blue Sky laws, (4) if, between the applicable effective date of a ShelfRegistration Statement and the closing of any sale of Registrable Securities covered thereby, therepresentations and warranties of the Company or the Guarantor contained in any underwritingagreement, securities sales agreement or other similar agreement, if any, relating to an offeringof such Registrable Securities, cease to be true and correct in all material respects or if theCompany or the Guarantor receives any notification with respect to the suspension of thequalification of the Registrable Securities for sale in any jurisdiction or the initiation of anyproceeding for such purpose, (5) the happening of any event during the period a RegistrationStatement is effective that makes any statement made in such Registration Statement, the relatedProspectus or any Free Writing Prospectus untrue in any material respect or that requires themaking of any changes in such Registration Statement, Prospectus or Free Writing Prospectus inorder to make the statements therein not misleading and (6) any determination by the Company or theGuarantor that a post-effective amendment to a Registration Statement or any amendment orsupplement to the Prospectus or any Free Writing Prospectus would be appropriate;     (vii) use their reasonable best efforts to obtain the withdrawal of any order suspending theeffectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolutionof any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to suchShelf Registration Statement on the proper form, at the earliest possible time and provide promptnotice to each Holder of the withdrawal of any such order or such resolution;     (viii) use their reasonable best efforts to cause the Registrable Securities covered by theRegistration Statement to be rated with the appropriate rating agencies, if so requested by theHolders of a majority in aggregate
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principal amount of the Securities covered thereby or the Underwriter(s) in connection withsuch sale, if any, unless such Registrable Securities are already so rated;     (ix) furnish to each Holder of Registrable Securities, upon request, without charge, at leastone conformed copy of each Registration Statement and any post-effective amendment thereto (withoutany documents incorporated therein by reference or exhibits thereto, unless requested);     (x) comply with all applicable rules and regulations of the SEC and provide promptly to eachHolder, upon reasonable request, each document filed with the SEC pursuant to the requirements ofthe Exchange Act;     (xi) cooperate with the Holders of Registrable Securities to facilitate the timely preparationand delivery of certificates representing Registrable Securities to be sold, and free of anyrestrictive legends, and enable such Registrable Securities to be issued in such denominations andregistered in such names (consistent with the provisions of the Indenture) as such Holders mayreasonably request at least one Business Day prior to the closing of any sale of RegistrableSecurities;     (xii) in the case of a Shelf Registration, upon the occurrence of any event contemplated bySection 3(a)(vi)(5) hereof, use their reasonable best efforts to prepare and file with the SEC asupplement or post-effective amendment to such Shelf Registration Statement, the related Prospectusor any Free Writing Prospectus or any document incorporated therein by reference or to file anyother required document so that, as thereafter delivered (or, to the extent permitted by law, madeavailable) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus,as the case may be, will not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements therein, in the light of the circumstances underwhich they were made, not misleading; and the Company shall notify the Holders of RegistrableSecurities to suspend use of the Prospectus or any Free Writing Prospectus as promptly aspracticable after the occurrence of such an event, and such Holders hereby agree to suspend use ofthe Prospectus or any Free Writing Prospectus, as the case may be, until the Company has amended orsupplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct suchmisstatement or omission;     (xiii) a reasonable time, but at least three Business Days, prior to the filing of anyRegistration Statement, Prospectus, Free Writing Prospectus, amendment to a Registration Statementor amendment or supplement to a Prospectus or a Free Writing Prospectus after initial filing of aRegistration Statement, provide copies of such document to the Initial Purchasers and its counseland make such of the representatives of the Company or the Guarantor, as shall be reasonablyrequested by the Initial Purchasers or their counsel,
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available for discussion of such document; and the Company and the Guarantor shall not, at anytime after the initial filing of a Registration Statement, use or file any Prospectus, Free WritingProspectus, or amendment of or supplement to a Registration Statement, Prospectus or Free WritingProspectus of which the Initial Purchasers and their counsel shall not have previously been advisedand furnished a copy or to which the Initial Purchasers or their counsel shall reasonably object;     (xiv) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the casemay be, not later than the initial effective date of a Registration Statement;     (xv) cause the Indenture to be qualified under the Trust Indenture Act, in connection with theregistration of the Exchange Securities or Registrable Securities, as the case may be; cooperatewith the Trustee and the Holders to effect such changes to the Indenture as may be required for theIndenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute,and use its reasonable best efforts to cause the Trustee to execute, all documents as may berequired to effect such changes and all other forms and documents required to be filed with the SECto enable the Indenture to be so qualified in a timely manner;     (xvi) in the case of a Shelf Registration, make available for inspection by any Underwriterparticipating in any disposition pursuant to such Shelf Registration Statement, any attorneys andaccountants designated by Holders of a majority in aggregate principal amount of the RegistrableSecurities to be included in such Shelf Registration and any attorneys and accountants designatedby such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial andother records, documents and properties of the Guarantor, the Company and its subsidiaries, andcause the officers, directors and employees of the Guarantor and the Company to supply allinformation reasonably requested by any such Underwriter, attorney or accountant in connection witha Shelf Registration Statement; *provided that*if any such information is identified by the Companyas being confidential or proprietary, each Person receiving such information shall take suchactions as are reasonably necessary to protect the confidentiality of such information to theextent such action is otherwise not inconsistent with, an impairment of or in derogation of therights and interests of any Holder or Underwriter;     (xvii) if reasonably requested by any Holder of Registrable Securities covered by a ShelfRegistration Statement, promptly include in a Prospectus supplement or post-effective amendmentsuch information with respect to such Holder as such Holder reasonably requests to be includedtherein and make all required filings of such Prospectus supplement or such post-effectiveamendment as soon as practicable thereafter; and
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     (xviii) in the case of a Shelf Registration, enter into such customary agreements and take allsuch other actions in connection therewith (including those reasonably requested by the Holders ofa majority in principal amount of the Registrable Securities covered by the Shelf RegistrationStatement) in order to expedite or facilitate the disposition of such Registrable Securities,including, but not limited to, an Underwritten Offering and in such connection, (1) to the extentpossible, make such representations and warranties to the Holders and any Underwriters of suchRegistrable Securities, with respect to the business of the Company, the Guarantor and itssubsidiaries and with respect to the Registration Statement, Prospectus, any Free WritingProspectus and documents incorporated by reference or deemed incorporated by reference, if any, ineach case, in form, substance and scope as are customarily made by issuers to underwriters inunderwritten offerings and confirm the same if and when requested, (2) obtain opinions of counselto the Company and the Guarantor (which counsel and opinions, in form, scope and substance, shallbe reasonably satisfactory to the Holders and such Underwriters and their respective counsel),addressed to each selling Holder and Underwriter of Registrable Securities, covering the matterscustomarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” lettersfrom the independent certified public accountants of the Company and the Guarantor (and, ifnecessary, any other certified public accountant of any subsidiary of the Company or of anybusiness acquired by the Company or the Guarantor for which financial statements and financial dataare or are required to be included in the Registration Statement), addressed to each selling Holder(to the extent permitted by applicable professional standards) and Underwriter of RegistrableSecurities, such letters to be in customary form and covering matters of the type customarilycovered in “comfort” letters in connection with underwritten offerings, including, but not limitedto, financial information contained in any preliminary prospectus, Prospectus or Free WritingProspectus, (4) deliver such documents and certificates, as may be reasonably requested by theHolders of a majority in principal amount of the Registrable Securities being sold or theUnderwriters, and which are customarily delivered in underwritten offerings, to evidence thecontinued validity of the representations and warranties of the Company and/or Guarantor madepursuant to clause (1) above and to evidence compliance with any customary conditions contained inan underwriting agreement, (5) cause the Registrable Securities covered by the RegistrationStatement to be listed on each securities exchange on which similar securities issued by theCompany or the Guarantor are then listed, if requested by the Holders of a majority in aggregateprincipal amount of the Securities or the managing Underwriter(s), if any, and (6) incorporate byreference or otherwise in the underwriting agreement, if any, the indemnification provisions ofSection 5 hereof with respect to the parties to be indemnified pursuant to said Section.     (b) In the case of a Shelf Registration Statement, the Company may require each Holder ofRegistrable Securities to furnish to the Company such information regarding such Holder and theproposed disposition by such Holder
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of such Registrable Securities as the Company may from time to time reasonably request inwriting.     (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securitiescovered in such Shelf Registration Statement agrees that, upon receipt of any notice from theCompany of the happening of any event of the kind described in Section 3(a)(vi)(3) or 3(a)(vi)(5)hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant tothe Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented oramended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof, and, ifso directed by the Company, such Holder will deliver to the Company all copies in its possession,other than permanent file copies then in such Holder’s possession, of the Prospectus and any FreeWriting Prospectus covering such Registrable Securities that is current at the time of receipt ofsuch notice.     (d) If the Company shall give any notice to suspend the disposition of Registrable Securitiespursuant to a Registration Statement, the Company shall extend the period during which suchRegistration Statement shall be maintained effective pursuant to this Agreement by the number ofdays during the period, from and including the date of the giving of such notice to and includingthe date when the Holders of such Registrable Securities shall have received copies of thesupplemented or amended Prospectus or any Free Writing Prospectus necessary to resume suchdispositions. The Company may give any such notice only four times during any 365-day period andany such suspensions shall not exceed an aggregate of 120 days during any 365-day period.     (e) The Holders of Registrable Securities covered by a Shelf Registration Statement, whodesire to do so, may sell such Registrable Securities in an Underwritten Offering. In any suchUnderwritten Offering, the investment bank or investment banks and manager or managers (each an“Underwriter”) that will administer the offering will be selected by the Holders of a majority inprincipal amount of the Registrable Securities included in such offering.     4. Participation of Broker-Dealers in Exchange Offer.     (a) Certain broker-dealers may receive Exchange Securities for their own account in theExchange Offer in exchange for Securities that were acquired by such broker-dealer as a result ofmarket-making or other trading activities (a “Participating Broker-Dealer”). Such broker-dealersmay be deemed to be “underwriters” within the meaning of the Securities Act and may be required todeliver a prospectus meeting the requirements of the Securities Act in connection with any resaleof such Exchange Securities.
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     The Company and the Guarantor understand that it is the Staff’s position that if theProspectus contained in the Exchange Offer Registration Statement includes a plan of distributioncontaining a statement to the above effect and a means by which Participating Broker-Dealers mayresell the Exchange Securities, without naming the Participating Broker-Dealers or specifying theamount of Exchange Securities owned by them, such Prospectus may be delivered by ParticipatingBroker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy theirprospectus delivery obligation under the Securities Act in connection with resales of ExchangeSecurities for their own accounts, other than a resale of an unsold allotment from the originalsale thereof, so long as the Prospectus otherwise meets the requirements of the Securities Act.     (b) In light of Section 4(a) above, and notwithstanding the other provisions of thisAgreement, to the extent required by the applicable rules of the SEC, the Company and the Guarantoragree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statementfor a period of not less than 90 days after the last Exchange Date (as such period may be extendedpursuant to Section 3(d) of this Agreement), in order to expedite or facilitate the disposition ofany Exchange Securities by Participating Broker-Dealers, consistent with the positions of the Staffrecited in Section 4(a) above. The Company and the Guarantor further agree that ParticipatingBroker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law,make available) during such period in connection with the resales contemplated by this Section 4.     (c) The Initial Purchasers shall have no liability to the Company, the Guarantor, or anyHolder with respect to any request that they may make pursuant to Section 4(b) above.     5. Indemnification and Contribution.     (a) The Company and the Guarantor, jointly and severally, agree to indemnify and holdharmless each Initial Purchaser and each Holder, their respective affiliates, directors andofficers and each Person, if any, who controls such Initial Purchaser or any Holder within themeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against anyand all losses, claims, damages and liabilities (including, without limitation, legal fees andother expenses incurred in connection with any suit, action or proceeding or any claim asserted, assuch fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1)any untrue statement or alleged untrue statement of a material fact contained in any RegistrationStatement or amendment or supplement thereto or any omission or alleged omission to state therein amaterial fact required to be stated therein or necessary in order to make the statements thereinnot misleading, or (2) any untrue statement or alleged untrue statement of a material factcontained in any Prospectus, any Free Writing Prospectus or any “issuer information” (“IssuerInformation”) filed or required to
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be filed pursuant to Rule 433(d) under the Securities Act, or any amendment or supplementthereto, or any omission or alleged omission to state therein a material fact necessary in order tomake the statements therein, in the light of the circumstances under which they were made, notmisleading, in each case except insofar as such losses, claims, damages or liabilities arise outof, or are based upon, any untrue statement or omission or alleged untrue statement or omissionmade in reliance upon and in conformity with any information relating to any Initial Purchaser orinformation relating to any Holder furnished to the Company in writing through any InitialPurchaser or any selling Holder, respectively, expressly for use therein. In connection with anyUnderwritten Offering permitted by Section 3, the Company and the Guarantor will also indemnify theUnderwriters, if any, participating in the distribution, their respective affiliates and eachPerson who controls such Persons (within the meaning of the Securities Act and the Exchange Act),to the same extent as provided above with respect to the indemnification of the Holders, ifrequested in connection with any Registration Statement, Prospectus, Free Writing Prospectus orIssuer Information.     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,the Guarantor, the Initial Purchasers and the other selling Holders, the directors of each of theCompany and the Guarantor, each officer of the Company or the Guarantor who signed the RegistrationStatement and each Person, if any, who controls the Company or the Guarantor, any Initial Purchaserand any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but onlywith respect to any losses, claims, damages or liabilities that arise out of, or are based upon,any untrue statement or omission or alleged untrue statement or omission made in reliance upon andin conformity with any information relating to such Holder furnished to the Company in writing bysuch Holder expressly for use in any Registration Statement, Prospectus or Free Writing Prospectus,or any amendment or supplement thereto.     (c) If any suit, action, proceeding (including any governmental or regulatory investigation),claim or demand shall be brought or asserted against any Person in respect of which indemnificationmay be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)shall promptly notify the Person against whom such indemnification may be sought (the “IndemnifyingPerson”) in writing; *provided that*the failure to notify the Indemnifying Person shall not relieveit from any liability that it may have under this Section 5, except to the extent that it has beenmaterially prejudiced (through the forfeiture of substantive rights or defenses) by such failure;and *provided, further*, that the failure to notify the Indemnifying Person shall not relieve it fromany liability that it may have to an Indemnified Person otherwise than under this Section 5. Ifany such proceeding shall be brought or asserted against an Indemnified Person and it shall havenotified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonablysatisfactory to the Indemnified Person to
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represent the Indemnified Person, and any others entitled to indemnification pursuant to thisSection 5 that the Indemnifying Person may designate in such proceeding, and shall pay the fees andexpenses of such proceeding and shall pay the fees and expenses of such counsel related to suchproceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right toretain its own counsel, but the fees and expenses of such counsel shall be at the expense of suchIndemnified Person, unless (i) the Indemnifying Person and the Indemnified Person shall havemutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable timeto retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Personshall have reasonably concluded that there may be legal defenses available to it that are differentfrom or in addition to those available to the Indemnifying Person; or (iv) the named parties in anysuch proceeding (including any impleaded parties) include both the Indemnifying Person and theIndemnified Person and representation of both parties by the same counsel would be inappropriatedue to actual or potential differing interests between them. It is understood and agreed that theIndemnifying Person shall not, in connection with any proceeding or related proceeding in the samejurisdiction, be liable for the fees and expenses of more than one separate firm (in addition toany local counsel) for all Indemnified Persons, and that all such fees and expenses shall bereimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, itsaffiliates, directors and officers and any control Persons of such Initial Purchaser shall bedesignated in writing by the Initial Purchasers, (y) for any Holder, its directors and officers andany control Persons of such Holder shall be designated in writing by the Majority Holders and (z)in all other cases, shall be designated in writing by the Company. The Indemnifying Person shallnot be liable for any settlement of any proceeding effected without its written consent, but ifsettled with such consent or if there be a final judgment for the plaintiff, the IndemnifyingPerson agrees to indemnify each Indemnified Person from and against any loss or liability by reasonof such settlement or judgment. Notwithstanding the foregoing sentence, if at any time anIndemnified Person shall have requested that an Indemnifying Person reimburse the IndemnifiedPerson for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Personshall be liable for any settlement of any proceeding effected without its written consent, if (i)such settlement is entered into more than 45 days after receipt by the Indemnifying Person of suchrequest and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person inaccordance with such request prior to the date of such settlement. No Indemnifying Person shall,without the written consent of the Indemnified Person, effect any settlement of any pending orthreatened proceeding in respect of which any Indemnified Person is or could have been a party andindemnification could have been sought hereunder by such Indemnified Person, unless such settlement(A) includes an unconditional release of such Indemnified Person, in form and substance reasonablysatisfactory to such Indemnified Person, from all liability on claims that are the subject matterof such proceeding and (B) does not
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include any statement as to or any admission of fault, culpability or a failure to act by or onbehalf of any Indemnified Person.     (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to anIndemnified Person or insufficient in respect of any losses, claims, damages or liabilitiesreferred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifyingsuch Indemnified Person thereunder, shall contribute to the amount paid or payable by suchIndemnified Person as a result of such losses, claims, damages or liabilities (i) in suchproportion as is appropriate to reflect the relative benefits received by the Company from theoffering of the Securities and the Exchange Securities, on the one hand, and by the Holders fromreceiving Securities or Exchange Securities registered under the Securities Act, on the other hand,or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in suchproportion as is appropriate to reflect not only the relative benefits referred to in clause (i)but also the relative fault of the Company and/or the Guarantor, on the one hand, and the Holders,on the other, in connection with the statements or omissions that resulted in such losses, claims,damages or liabilities, as well as any other relevant equitable considerations. The relative faultof the Company and the Guarantor, on the one hand, and the Holders, on the other, shall bedetermined by reference to, among other things, whether the untrue or alleged untrue statement of amaterial fact or the omission or alleged omission to state a material fact relates to informationsupplied by the Company or the Guarantor or by the Holders and the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent such statement or omission.     (e) The Company, the Guarantor and the Holders agree that it would not be just and equitableif contribution pursuant to this Section 5 were determined by *pro rata*allocation (even if theHolders were treated as one entity for such purpose) or by any other method of allocation that doesnot take account of the equitable considerations referred to in paragraph (d) above. The amountpaid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilitiesreferred to in paragraph (d) above shall be deemed to include, subject to the limitations set forthabove, any legal or other expenses incurred by such Indemnified Person in connection with any suchaction or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder berequired to contribute any amount in excess of the amount by which the total price at which theSecurities or Exchange Securities sold by such Holder exceeds the amount of any damages that suchHolder has otherwise been required to pay by reason of such untrue or alleged untrue statement oromission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaningof Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who wasnot guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuantto this Section 5 are several and not joint.
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     (f) The remedies provided for in this Section 5 are not exclusive and shall not limit anyrights or remedies that may otherwise be available to any Indemnified Person at law or in equity.     (g) The indemnity and contribution provisions contained in this Section 5 shall remainoperative and in full force and effect regardless of (i) any termination of this Agreement, (ii)any investigation made by or on behalf of the Initial Purchasers or any Holder or any Personcontrolling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantoror the officers or directors of or any Person controlling the Company or the Guarantor (iii)acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuantto a Shelf Registration Statement.     6.  General.     (a) *No Inconsistent Agreements.*The Company and the Guarantor represent, warrant and agreethat (i) the rights granted to the Holders hereunder do not in any way conflict with and are notinconsistent with the rights granted to the holders of any other outstanding securities issued orguaranteed by the Company or the Guarantor under any other agreement and (ii) neither the Companynor the Guarantor has entered into, and on or after the date of this Agreement will enter into, anyagreement that is inconsistent with the rights granted to the Holders of Registrable Securities inthis Agreement or otherwise conflicts with the provisions hereof.     (b) *Amendments and Waivers.*The provisions of this Agreement, including the provisions ofthis sentence, may not be amended, modified or supplemented, and waivers or consents to departuresfrom the provisions hereof may not be given unless the Company has obtained the written consent ofthe Guarantor and of the Majority Holders affected by such amendment, modification, supplement,waiver or consent; *provided that,*no amendment, modification, supplement, waiver or consent to anydeparture from the provisions of Section 5 hereof shall be effective as against any Holder ofRegistrable Securities unless consented to in writing by such Holder. Any amendments,modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writingexecuted by each of the parties hereto.     (c) *Notices.*All notices and other communications provided for or permitted hereunder shallbe made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courierguaranteeing overnight delivery (i) if to a Holder, at the most current address given by suchHolder to the Company by means of a notice given in accordance with the provisions of this Section6(c), which address initially is, with respect to the Initial Purchasers, the address set forth inthe Purchase Agreement; (ii) if to the Company, initially at the Company’s address set forth in thePurchase Agreement and thereafter at such other address, notice of which is given in accordancewith the provisions of this
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Section 6(c); and (iii) to the Guarantor and such other persons, at their respective addressesas provided in the Purchase Agreement and thereafter at such other address, notice of which isgiven in accordance with the provisions of this Section 6(c). All such notices and communicationsshall be deemed to have been duly given: at the time delivered by hand, if personally delivered;five Business Days after being deposited in the mail, postage prepaid, if mailed; when answeredback, if telexed; when receipt is acknowledged, if telecopied or faxed; and on the next BusinessDay, if timely delivered to an air courier guaranteeing overnight delivery. Copies of all suchnotices, demands or other communications shall be concurrently delivered by the Person giving thesame to the Trustee, at the address specified in the Indenture.     (d) *Successors and Assigns.*This Agreement shall inure to the benefit of and be binding uponthe successors, assigns and transferees of each of the parties, including, without limitation andwithout the need for an express assignment, subsequent Holders; *provided that*nothing herein shallbe deemed to permit any assignment, transfer or other disposition of Registrable Securities inviolation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holdershall acquire Registrable Securities in any manner, whether by operation of law or otherwise, suchRegistrable Securities shall be held subject to all the terms of this Agreement, and by taking andholding such Registrable Securities, such Person shall be conclusively deemed to have agreed to bebound by and to perform all of the terms and provisions of this Agreement and such Person shall beentitled to receive the benefits hereof. The Initial Purchasers (in their capacity as InitialPurchasers) shall have no liability or obligation to the Company or the Guarantor with respect toany failure by a Holder to comply with, or any breach by any Holder of, any of the obligations ofsuch Holder under this Agreement.     (e) *Third Party Beneficiaries*. Each Holder shall be a third party beneficiary to theagreements made hereunder between the Company and the Guarantor, on the one hand, and the InitialPurchasers, on the other hand, and shall have the right to enforce such agreements directly to theextent it deems such enforcement necessary or advisable to protect its rights or the rights ofother Holders hereunder.     (f) *Counterparts.*This Agreement may be executed in any number of counterparts and by theparties hereto in separate counterparts, each of which when so executed shall be deemed to be anoriginal and all of which taken together shall constitute one and the same agreement.     (g) *Headings.*The headings in this Agreement are for convenience of reference only, are not apart of this Agreement and shall not limit or otherwise affect the meaning hereof. As usedthroughout this Agreement, “including” means “including, without limitation.”
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     (h) *Governing Law.*This Agreement shall be governed by and construed in accordance with thelaws of the State of New York.     (i) *Entire Agreement; Severability.*This Agreement contains the entire agreement between theparties relating to the subject matter hereof and supersedes all oral statements and prior writingswith respect thereto. If any term, provision, covenant or restriction contained in this Agreementis held by a court of competent jurisdiction to be invalid, void or unenforceable or against publicpolicy, the remainder of the terms, provisions, covenants and restrictions contained herein shallremain in full force and effect and shall in no way be affected, impaired or invalidated. TheCompany, the Guarantor and the Initial Purchasers shall endeavor in good faith negotiations toreplace the invalid, void or unenforceable provisions with valid provisions, the economic effect ofwhich come as close as possible to that of the invalid, void or unenforceable provisions.     (j) *Submission to Jurisdiction and Waiver*. By the execution and delivery of this Agreement, tothe fullest extent permitted by applicable law, the Company and the Guarantor submit to thenon-exclusive jurisdiction of any federal or New York State court located in the City of New Yorkin any suit or proceeding arising out of or relating to the Securities or this Agreement. Each ofthe parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it maylegally and effectively do so, any objection which it may now or hereafter have to the laying ofvenue of any suit, action or proceeding arising out of or relating to this Agreement in any NewYork state or federal court in the City of New York, or any appellate court with respect to any ofthe foregoing. Each of the parties hereto hereby irrevocably waives, to the fullest extentpermitted by law, the defense of an inconvenient forum to the maintenance of such action orproceeding in any such court. To the extent that the Company or the Guarantor has or hereafter mayacquire any immunity from jurisdiction of any court (including, without limitation, any court inthe United States, the State of New York, Bermuda or any political subdivision thereof) or from anylegal process (whether through service of notice, attachment prior to judgment, attachment in aidof execution, execution or otherwise) with respect to itself or its property or assets, thisAgreement, or any other actions to enforce judgments in respect of any thereof, the Company and theGuarantor hereby irrevocably waive such immunity, and any defense based on such immunity, inrespect of their respective obligations under the above-referenced documents and the transactionscontemplated thereby, to the fullest extent permitted by law.     In addition to the foregoing, each of the Company and the Guarantor hereby irrevocablydesignates and appoints CT Corporation System, 111 Eighth Avenue, New York, New York 10011, astheir authorized agent (for purposes of this Section 6) on which any and all legal process may beserved in any such action, suit or proceeding brought in the courts specified in the precedingparagraph. Each of the Company and the Guarantor agrees that service of process in respect of itupon such agent shall be deemed to be effective service
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of process upon it in any such action, suit or proceeding. Each of the Company and theGuarantor agrees that the failure of such agent to give notice to it of any such service shall notimpair or affect the validity of such service or any judgment rendered in any such action, suit orproceeding based thereon. If for any reason such agent shall cease to be available to act as such,each of the Company and the Guarantor agrees to irrevocably appoint another such agent in New YorkCity as its authorized agent for service of process, on the terms and for the purposes of thisSection. Nothing herein shall in any way be deemed to limit the ability of the Initial Purchasersor any other person to serve any such legal process in any other manner permitted by applicable lawor to obtain jurisdiction over the Company or the Guarantor or bring actions, suits or proceedingsagainst them in such other jurisdiction, and in such matter, as may be permitted by applicable law.**[SIGNATURE PAGES FOLLOW]**
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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first writtenabove.         Weatherford International, Inc.           By: /s/ BURT M. MARTIN     Name: Burt M. Martin    Title: Senior Vice President           Weatherford International Ltd.           By: /s/ BURT M. MARTIN     Name: Burt M. Martin    Title: Senior Vice President  *Signature Page to Registration Rights Agreement*
 

 
Confirmed and accepted as of the date first above written:MORGAN STANLEY & CO. INCORPORATED     By /s/ [Signature illegible]    Authorized Signatory       DEUTSCHE BANK SECURITIES INC.       By /s/ [Signature illegible]    Authorized Signatory       UBS SECURITIES LLC       By /s/ [Signature illegible]    Authorized Signatory  *Signature Page to Registration Rights Agreement*