<PAGE>   1
                                                                    Exhibit 4.13

                           REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement ("Agreement"), dated as of 19 April 2001, is
made by and among Weatherford U.K. Limited, a company incorporated in England
and Wales (Reg No. 862925) and having its Registered Office at 16/17 South Quay,
Great Yarmouth, Norfolk, NR30 2RA (the "Purchaser"), Weatherford International
Inc, a Delaware corporation ("Company"), and those certain holders listed in the
schedule annexed hereto (individually a "Holder" and collectively the
"Holders"), who hereby agree as follows:

1. INTRODUCTION

     For purpose of this Agreement, the following terms shall have the meanings
     ascribed to them below.

     "Agreement"    shall mean this Registration Rights Agreement, as
                    amended, supplemented or otherwise modified from
                    time to time;

     "best lawful
      efforts"      shall mean the efforts that a prudent business person
                    desirous of achieving a result would use under similar
                    circumstances to ensure that such result is achieved as
                    expeditiously as possible;

     "Common Stock" means the Company's common stock, par value
                    $1.00 per share;

     "Exchange Act" shall mean the United States Securities
                    Exchange Act of 1934, as amended, or any successor
                    legislation thereto (including the rules and
                    regulations promulgated thereunder);

     "Registrable
      Securities"   shall mean (a) the Shares and (b) any Common
                    Stock or other securities of the Company
                    issued or issuable with respect to any of the
                    Shares by way of stock dividend or stock split, or
                    in connection with a combination of shares,
                    recapitalization, merger, consolidation or other
                    reorganization or otherwise. As to any particular
                    Registrable Securities, such securities shall
                    cease to be Registrable Securities when (i) such
                    securities may be sold under Rule 144(k), (ii)
                    such securities shall have been transferred, new
                    certificates not bearing a legend restricting
                    further transfer shall have been delivered by the
                    Company and subsequent disposition of them shall
                    not require registration or qualification of them
                    under the Securities Act or any state securities
                    or blue sky law then in force, or (iii) such
                    securities shall have ceased to be outstanding;

     "Rule 144"     shall mean Rule 144 promulgated by the SEC
                    under the Securities Act, or any successor to such
                    rule;
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     "Rule 145"     shall mean Rule 145 promulgated by the SEC
                    under the Securities Act, or any successor to such
                    rule;

     "Rule 158"     shall mean Rule 158 promulgated by the SEC
                    under the Securities Act, or any successor to such
                    rule;

     "Sale and
      Purchase
      Agreement"    shall mean the Sale and
                    Purchase Agreement, dated 24 February 2001, among
                    the Purchaser, the Company and the Holders;

     "SEC"          shall mean the United States Securities and
                    Exchange Commission, or any successor agency
                    thereto;

     "Securities
      Act"          shall mean the United States Securities Act
                    of 1933, as amended, or any successor legislation
                    thereto (including the rules and regulations
                    promulgated thereunder);

     "Shares"       means the Common Stock issued to each Holder
                    pursuant to the Sale and Purchase Agreement,
                    including any Common Stock issued pursuant to
                    Clause 9.3 thereof.

The words "hereof", "herein" and "hereunder" and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section, subsection, schedule and
exhibit references are to this Agreement. Capitalized terms used in this
Agreement but not defined herein shall have the meanings ascribed to them in the
Sale and Purchase Agreement.

2.       SHELF REGISTRATION

     (a)  On or prior to the date which is 15 business days after the date of
          this Agreement, the Company will file a "shelf" registration statement
          (the "Shelf Registration") on Form S-3 (or other appropriate form)
          pursuant to Rule 415 under the Securities Act (or any similar rule
          that may be adopted under that Act) with respect to dispositions of
          the Registrable Securities for resale in a non-underwritten offering
          having a period of distribution not to exceed two years from the date
          of this Agreement. The Company will use its best lawful efforts to
          cause the Shelf Registration to be declared effective as promptly as
          is practicable after such filing and, subject to subsections (c) and
          (d) below, will use its best lawful efforts to keep the Shelf
          Registration effective, supplemented and amended to the extent
          necessary to assure that it is available for sale of the Registrable
          Securities by the Holders thereof (and public resale of the
          Registrable Securities covered by the Shelf Registration) and that it
          conforms with the requirements of this Agreement, the Act, and the
          policies, rules and regulations of the SEC, in each case during the
          entire period (the "Shelf Registration Period") beginning on the date
          such Shelf Registration shall first be declared effective under the
          Securities Act (the "Shelf Effective Date") and ending on the
          Termination Date (as defined in Section 6).

     (b)  Each Holder will, within 10 business days after the date of this
          Agreement, furnish the Company in writing any of the information
          specified in Items 507 and 508 of Regulation S-K under the Act, or any
          other information required by the Securities Act or the Rules of
<PAGE>   3

          the SEC to be included in the Shelf Registration and will promptly
          furnish to the Company any such information upon the Company's request
          for inclusion in any new prospectus or prospectus supplement or
          post-effective amendment.

     (c)  If during the Shelf Registration Period the Company believes that an
          event or events have occurred which, in the good faith opinion of the
          Company, require the filing of a new prospectus or prospectus
          supplement or post-effective amendment in order that the prospectus
          not contain any misstatement of a material fact or not omit to state a
          material fact required to be stated therein or necessary to make the
          statements therein (in the light of the circumstances under which they
          were made) not misleading (a "Corrective Filing"), then the Company
          shall promptly so notify the Holders (a "Material Event Notice"), and
          the Company shall prepare and file with the SEC and deliver to such
          Holders such Corrective Filing, as promptly as practicable but in any
          event within ten days after the date a Material Event Notice is given,
          except that the Company may delay such filing for such number of days,
          not to exceed 60, if the Company determines that (i) the public
          disclosure of any of the information requiring the Corrective Filing
          is impractical or would have a material adverse effect on the Company,
          or (ii) the filing of such Corrective Filing would have a significant
          disruptive effect on any material transaction then pending; provided
          that such delay shall not be longer than is reasonably required, in
          the Company's sole judgment, to avoid such material adverse effect or
          significant disruptive effect. In no event shall the aggregate number
          of days in which such delays are imposed exceed 60 days during any
          period of three consecutive calendar months. If any new prospectus or
          prospectus supplement or post-effective amendment is required in
          connection with the Shelf Registration other than a Corrective Filing
          (any such filing, other than a Corrective Filing, is herein called a
          "Routine Filing"), the Company will so notify the Holders in writing
          (a "Filing Notice") and shall prepare and file with the SEC and
          deliver to the Holders such Routine Filing as promptly as practicable
          but in any event within ten days after the date the Filing Notice is
          given. The Holders may make Sales of the Registrable Securities under
          the Shelf Registration during the Shelf Effective Period, but if the
          Holders have received a Material Event Notice or Filing Notice, Sales
          may not be made from the time such notice is so received until the
          date on which the Corrective Filing or Routine Filing, as the case may
          be, has been filed or if the Corrective Filing or Routine Filing is a
          post-effective amendment, the date the post-effective amendment has
          become effective under the Securities Act, of which the date the
          Company shall give prompt notice to the Holders.

     (d)  Notwithstanding anything to the contrary contained in this Section 2,
          the Company shall be permitted, on written notice to the Holders, to
          suspend the period of sale or distribution of the Registrable
          Securities at any time:

               (i)  during the period beginning ten days prior to, and ending on
                    the date twenty days following, the effective date of a
                    registration statement pertaining to an underwritten public
                    offering of securities for the account of the Company;
                    provided, however, that the Company shall have received
                    written advice from the managing underwriter or underwriters
                    that Sales of Registrable Securities under the Shelf
                    Registration could reasonably be expected to adversely
                    affect such offering;

               (ii) during a period, not to exceed twenty days, in which the
                    Company is in possession of material non-public information
                    concerning it or its business and affairs, the public
                    disclosure of which, in the good faith judgement of the
                    Company, as certified in a certificate signed by the
                    President or Chief Executive
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                     Officer of the Company and furnished to the Holders, would
                     have a material adverse effect on the Company; or

               (iii) during a period not to exceed twenty days, if the Company
                     is engaged in any material acquisition, transaction or
                     disposition transaction that would, in the good faith
                     judgement of the Company, as certified in a certificate
                     signed by the President or Chief Executive Officer of the
                     Company and furnished to the Holders, be significantly
                     disrupted by a sale or distribution.

     (e)  The Company's filing of a report under the Exchange Act that is
          incorporated by reference into the prospectus shall be considered to
          be a Corrective Filing if such filing eliminates the necessity of
          otherwise making a Corrective Filing.

     (f)  The Company may give such stop transfer instructions as it shall deem
          reasonably necessary to prevent any sale of Registrable Securities
          under the Shelf Registration at any time when the Holders are not
          permitted to make such a sale, but the Company will be responsible for
          any losses, liabilities, damages, fines, costs and expenses
          (collectively, "Losses") sustained by the Holders by reason of any
          failure by the Company to lift any such instructions so as to permit
          the Holders to deliver Registrable Securities on a timely basis.

3.   REGISTRATION PROCEDURES

     Whenever the Holders have requested that any Holder's Shares be registered,
     or are otherwise entitled to have such shares registered, pursuant to this
     Agreement, and subject to Section 2, the Company will use its best lawful
     efforts to effect the registration of such Holder's Shares and pursuant
     thereto the Company will:

     (a)  prepare and file with the SEC under the Securities Act a registration
          statement with respect to such Holder's Shares, and use its best
          lawful efforts to cause such registration statement to become
          effective and to remain effective as provided herein;

     (b)  prepare and file with the SEC such amendments and supplements, if any,
          to such registration statement and the prospectus used in connection
          therewith as may be necessary to (i) keep such registration statement
          effective during the Shelf Registration Period, if such registration
          statement is the Shelf Registration and otherwise for a period which
          is the earlier of (A) ninety days or (B) until the completion of the
          distribution under such registration statement and (ii) comply with
          the provisions of the Securities Act with respect to the disposition
          of all securities covered by such registration statement in accordance
          with the intended methods of disposition by the sellers thereof set
          forth in such registration statement;

     (c)  furnish to each seller of Holder's Shares such number of copies of
          such registration statement (including exhibits), each amendment and
          supplement thereto, the prospectus included in such registration
          statement (including each preliminary prospectus) as such seller may
          reasonably request in order to facilitate the disposition of such
          shares;

     (d)  use its best lawful efforts to register or qualify such Holder's
          Shares under such securities or blue sky laws of such jurisdictions as
          any seller reasonably requests and do any and all other acts and
          things which may be reasonably necessary or advisable to enable such
          seller to consummate the disposition in such jurisdictions of the
          Holder's Shares owned by such seller, provided that the Company will
          not be required to (i) qualify generally to
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          do business in any jurisdiction where it would not otherwise be
          required to qualify but for this subsection, (ii) subject itself to
          taxation in any such jurisdiction or (iii) consent to general service
          of process in any such jurisdiction;

     (e)  notify each seller of Holder's Shares at any time when a prospectus
          relating thereto is required to be delivered under the Securities Act,
          when it becomes aware of the happening of any event as a result of
          which the prospectus included in such registration statement (as then
          in effect) contains any untrue statement of a material fact or omits
          any fact necessary to make the statements therein not misleading in
          light of the circumstances then existing, and, as promptly as
          practicable thereafter (but subject to Sections 2(c) and 2(d) in the
          case of the Shelf Registration), prepare in sufficient quantities a
          supplement or amendment to such prospectus so that, as thereafter
          delivered to the purchasers of such Holder's Shares, such prospectus
          will not contain any untrue statement of a material fact or omit to
          state any fact necessary to make the statements therein not misleading
          in light of the circumstances then existing;

     (f)  subject to the execution of confidentiality agreements in a form
          satisfactory to the Company, make reasonably available for inspection
          by any seller of Holder's Shares, the Representative Counsel (as
          hereinafter defined) and any attorney, accountant or other agent
          retained by any such Representative Counsel, all financial and other
          records, pertinent corporate documents and properties of the Company,
          and cause the Company's officers, directors and employees to supply
          all information reasonably requested by any such seller,
          Representative Counsel, attorney, accountant or agent in connection
          with such registration statement to the extent such information is
          reasonably necessary to satisfy any of its obligations under
          applicable law;

     (g)  upon receipt of any notice from the Company of the happening of any
          event of the kind described in Section 3(e), such Holder will
          forthwith discontinue such Holder's disposition of Holder's Shares
          pursuant to the registration statement covering such Holder's shares
          until such Holder's receipt of the copies of the supplemented or
          amended prospectus contemplated by Section 3(e);

     (h)  in connection with the preparation and review pursuant to this
          Agreement of any registration statement or prospectus or any
          amendments or supplements thereto, the Holders represent all of the
          Holders and will choose one counsel ("Representative Counsel") who
          shall represent all of the Holders and participate in the registration
          process on their behalf and will coordinate requests by sellers of
          Holders' Shares for information from the Company and act as liaison
          between such Holders or their individual counsel, accountants and
          agents and the Company; and

     (i)  provide the Holders and Representative Counsel a reasonable
          opportunity to review and comment on any filing to be made in
          connection with any such registration, other than documents
          incorporated by reference in such registration statement.

     In the case of each registration, qualification or compliance effected by
     the Company pursuant to this Agreement, the Company will keep each Holder
     advised in writing as to the initiation of each registration, qualification
     and compliance and as to the completion thereof.

4.   REGISTRATION EXPENSES

     Whether or not any registration pursuant to this Agreement shall become
     effective, all expenses incident to the Company's performance of or
     compliance with this Agreement, including without
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     limitation all registration and filing fees, National Association of
     Securities Dealers' fees, fees and expenses of compliance with state
     securities or blue sky laws, printing and engraving expenses and fees and
     disbursements of counsel for the Company, the independent certified public
     accountants for the Company, underwriters (excluding discounts and
     commissions) and other persons retained by the Company and up to $10,000 of
     the fees and disbursements of Representative Counsel (all such expenses
     being herein called "Registration Expenses"), will be borne by the Company;
     provided, however, that each seller of Holder's Shares shall pay (A) any
     underwriting discounts and selling commissions applicable to such Holder's
     Shares sold by such Holders and (B) such Holder's pro rata share of all
     other fees and disbursements of counsel for the Holders (including those of
     the Representative Counsel exceeding $10,000).

5.   INDEMNIFICATION

     (a)  Indemnification by the Company - The Company agrees to indemnify, with
          respect to any registration statement filed by it, to the fullest
          extent permitted by law, each Holder, its officers, directors and
          agents and each person who controls such Holder (within the meaning of
          the Securities Act) against all Losses (including, without limitation,
          reasonable fees and expenses of legal counsel) resulting from any
          untrue or alleged untrue statement of a material fact or any omission
          or alleged omission of a material fact required to be stated in the
          registration statement, prospectus or preliminary prospectus or any
          amendment thereof or supplement thereto or necessary to make the
          statements therein not misleading, except insofar as the same are
          caused by or contained in any information with respect to such Holder
          furnished in writing to the Company by such Holder expressly for use
          therein.

     (b)  Indemnification by Holders - In connection with any registration
          statement in which a Holder is participating, each such Holder agrees
          to indemnify, to the fullest extent permitted by law, the Company, its
          directors and officers and each person who controls the Company
          (within the meaning of the Securities Act) against any Losses
          (including, without limitation, reasonable fees and expenses of legal
          counsel) resulting from any untrue or alleged untrue statement of a
          material fact or any omission or alleged omission of a material fact
          required to be stated in the registration statement, prospectus or
          preliminary prospectus or any amendment thereof or supplement thereto
          or necessary to make the statements therein not misleading, to the
          extent, but only to the extent, that such untrue statement or omission
          is caused by or contained in any information with respect to such
          Holder so furnished in writing by such Holder expressly for use
          therein and the Company does not know, at the time such information is
          included in the registration statement, prospectus, preliminary
          prospectus, amendment or supplement, that such information is false or
          misleading. Notwithstanding the foregoing, the liability of a Holder
          under this subsection (b) shall be limited to an amount equal to the
          net proceeds from the sale of the Holder's Shares.

     (c)  Failure to Deliver Prospectus - A person that would otherwise be
          entitled to indemnification under subsection (a) or (b) and who was
          timely furnished a copy of the registration statement or prospectus or
          preliminary prospectus or any amendments or supplements thereto shall
          not be so entitled to the extent that the Losses would not have
          resulted but for such party's failure to deliver timely any of such
          documents that such party was legally obligated to deliver and, if the
          indemnified party is a Holder, that pertain to the Shelf Registration.

     (d)  Conduct of Indemnification Proceedings - Promptly after receipt by an
          indemnified party under subsection (a) or (b) above of notice of the
          commencement of any action, suit,
<PAGE>   7

          proceeding, investigation or threat thereof made in writing for which
          such person will claim indemnification pursuant to this Agreement,
          such indemnified party shall notify the indemnifying party in writing
          of the commencement thereof or of such involvement, as the case may
          be, but the omission to so notify the indemnifying party shall not
          relieve the indemnifying party from any liability which it may have to
          any indemnified party under such subsection. In the event that the
          indemnifying party elects to assume the defense of any action,
          proceeding or investigation, the indemnified party shall have the
          right to employ separate counsel and to participate in the defense
          thereof, but the fees and expenses of such separate counsel shall be
          at such indemnified party's expense unless (i) the indemnifying party
          has agreed to pay such fees and expenses or (ii) the named parties to
          any such action, proceeding or investigation (including any impleaded
          parties) include an indemnified party and the indemnifying party, and
          such indemnified party shall have been advised by counsel that there
          may be a conflict of interest between such indemnified party and the
          indemnifying party in the conduct of the defense of such action, in
          which case, if such indemnified party notifies the indemnifying party,
          the indemnifying party shall not assume the defense of such an action,
          proceeding or investigation on such indemnified party's behalf, it
          being understood, however, that the indemnifying party shall not, in
          connection with any one such action or proceeding or separate but
          substantially similar or related actions or proceedings arising out of
          the same general allegations or circumstances, be liable for the
          reasonable fees and expenses of more than one separate firm of
          attorneys at any time for all indemnified parties. The indemnifying
          party shall promptly pay, upon submission of invoices by the
          indemnified party, all expenses incurred by the indemnified party for
          which indemnification is provided, which payment shall be made to the
          person who submitted the invoice or, if the indemnified party submits
          evidence (reasonably satisfactory to the indemnifying party) that the
          indemnified party has paid such invoice, then to the indemnified
          party. The indemnifying party shall not be required to indemnify the
          indemnified party with respect to any amounts paid in settlement of
          any action, proceeding or investigation entered into without the
          written consent of the indemnifying party, which written consent shall
          not be unreasonably withheld. No settlement of any action, proceeding
          or investigation involving any relief other than monetary payments
          (including without limitation injunctive relief or civil or criminal
          sanctions) shall be entered into without the written consent of both
          the indemnifying party and the indemnified party, with the right to
          provide or withhold such consent to be at each such party's sole
          discretion. No indemnifying party, in the defense of any such action,
          proceeding or investigation, shall, except with the written consent of
          the indemnified party, consent to entry of any judgment or enter into
          any settlement which does not include as an unconditional term thereof
          a giving by the claimant or plaintiff to such indemnified party of a
          release from all liability in respect to the subject mater of such
          action, proceeding or investigation.

     (e)  Contribution - If the indemnification provided for in this Section 5
          is unavailable for reasons other than the express provisions of this
          Agreement, then each indemnifying party shall contribute to the amount
          paid or payable by such indemnified party as a result of such Losses
          (or actions in respect thereof) in such proportion as is appropriate
          to reflect the relative fault of the indemnifying party on the one
          hand and of the indemnified party on the other in connection with the
          statements or omissions which resulted in such Loss and any other
          relevant equitable considerations. The relative fault of the
          indemnifying party and of the indemnified party shall be determined by
          reference to, among other things, whether the untrue or alleged untrue
          statement of a material fact or the omission to the state a material
          fact relates to information supplied by the indemnifying party or by
          the indemnified party and the parties' relative intent, knowledge,
          access to information and opportunity to correct or prevent such
          statement or
<PAGE>   8

          omission. The amount paid or payable by an indemnified party as a
          result of the Losses (or actions in respect thereof) referred to above
          in this subsection (e) shall be deemed to include any legal or other
          expenses reasonably incurred by such indemnified party in connection
          with investigating or defending any such action or claim. The parties
          hereto agree that it would not be just and equitable if contribution
          pursuant to this Section 5 were determined by pro rata allocation or
          by any other method of allocation which does not take account of the
          equitable considerations referred to in the preceding sentences of
          this Section 5(e). No person guilty of fraudulent misrepresentation
          (within the meaning of Section 11 (f) of the Securities Act) shall be
          entitled to contribution from any person who was not guilty of such
          fraudulent misrepresentation. If indemnification is available under
          this Section 5, the indemnifying parties shall indemnify each
          indemnified party to the full extent provided in Sections 5(a) and (b)
          without regard to the relative fault of said indemnifying party or
          indemnified party or any other equitable consideration provided for in
          this Section 5(e).

     (f)  Indemnification and Contribution of Underwriters - In connection with
          any underwritten offering contemplated by this Agreement, the Company
          will agree to customary provisions for indemnification and
          contribution by the Company in respect of Losses of the underwriters.

     (g)  Notwithstanding any other provision of this Section 5, no Holder shall
          be required to contribute any amount or make any payments under this
          Agreement which in the aggregate exceed the net proceeds from the sale
          of such Holder's Shares.

6.   MISCELLANEOUS

     (a)  Termination - This Agreement and all rights, obligations and
          restrictions hereunder with respect to any Holder's Shares (except for
          the indemnification rights provided in Section 5 hereof which shall
          survive forever) will terminate (the "Termination Date") on such date
          when all of the Registrable Securities have ceased to be Registrable
          Securities pursuant to the definition of Registrable Securities
          contained in Section 1 of this Agreement.

     (b)  Waivers - Except as otherwise provided herein, the Company may take
          any action herein prohibited, or omit to perform any act herein
          required to be performed by it, only if the Company has obtained the
          prior written consent of Holders of all Registrable Securities.

     (c)  Amendments - Except as otherwise provided herein, this Agreement may
          be amended only with the written consent of the Company and the
          Holders of all Registrable Securities.

     (d)  Subsequent Holders of Holder's Shares - This Agreement shall not be
          assignable by the Holders; provided, however, that this Agreement
          shall not prohibit 3i Group from assigning its rights under this
          Agreement to affiliates to whom the 3i Group has transferred
          Registrable Securities, and this Agreement shall not prohibit members
          of the Suttie family who are Holders from assigning their respective
          rights under this Agreement to transferees of Registrable Securities
          who receive such Registrable Securities by gift, by will or through
          trusts.

     (e)  Severability - Whenever possible, each provision of this Agreement
          will be interpreted in such manner as to be effective and valid under
          applicable law, but if any provision of this
<PAGE>   9

          Agreement is held to be prohibited by or invalid under applicable law,
          such provision will be ineffective only to the extent of such
          prohibition or invalidity, without invalidating the remainder of this
          Agreement.

     (f)  Counterparts - This Agreement may be executed simultaneously in two or
          more counterparts, any one of which need not contain the signatures of
          more than one party, but all counterparts taken together will
          constitute one and the same Agreement.

     (g)  Descriptive Headings - The descriptive headings of this Agreement are
          inserted for convenience only and do not constitute a part of this
          Agreement.

     (h)  Governing Law - All questions concerning the construction, validity
          and interpretation of this Agreement and the exhibits and schedules
          hereto will be governed by the internal law, and not the law of
          conflicts, of the State of Texas.

     (i)  Notices - Unless otherwise provided herein, all notices, demands or
          other communications to be given or delivered under or by reason of
          the provisions of this Agreement will be in writing and will be deemed
          to have been received (1) when delivered personally to the recipient,
          (2) on the fifth day after being mailed by certified or registered
          mail, return receipt requested and postage prepaid to the recipient,
          or (3) by telephone, when the recipient actually speaks with the
          caller, confirmed by telecopy or e-mail to the recipient. Such
          notices, demands and other communications will be sent to each of the
          Holders at their respective addresses, telephone numbers and e mail
          addresses and/or telecopy numbers on the books of the Company, and to
          the Company at the address, telephone number and e-mail address and/or
          telecopy number indicated below:


          If to the Company or Purchaser:-

          c/o Weatherford International, Inc.
          515 Post Oak Boulevard, Suite 600
          Houston, Texas 77027
          Telephone:  (713) 693-4178
          Telecopy: (713) 693 4484
          E-mail:  burt.martin @weatherford.com
          Attention:  Burt M. Martin, Vice President-Law

           with a copy to:
           Andrews & Kurth, L.L.P
           600 Travis, Suite 4200
           Houston, Texas 77002
           Telephone:  (713) 220-4358
           Telecopy: (713) 220 4285
           E-mail:  bjewell@akllp.com
           Attention: Robert V. Jewell

           or to such other address or to the attention of such other
           person as the recipient party has specified by prior written
           notice to the sending party.



<PAGE>   10


     (j)  Benefit of Agreement - No person not a party to this Agreement shall
          have rights under this Agreement as third party beneficiary or
          otherwise.

     (k)  Entire Agreement - This Agreement is the entire agreement between the
          Company, on the one hand, and the Holders, on the other hand, with
          respect to registration by the Company of securities issued by the
          Company.

     (1)  Aircraft Carrier Release - The parties recognize that fundamental
          changes in the SEC's registration procedures may be made by adopted of
          the SEC's Aircraft Carrier Release in its current or any revised form.
          Should that occur, or should such changes otherwise occur, the parties
          will amend this Agreement in a reasonable manner so as to approximate
          as closely as possible the same access of the Holders to the public
          markets for their Registrable Securities without materially increasing
          any burden to the Company of providing that access.

     (m)  Guarantee - All obligations of the Company under this Agreement are
          guaranteed by the Purchaser as a debtor bound jointly and severally
          with the Company.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement
     effective as of the date first above written.

SIGNED for and on behalf of the                        /s/ D.A. Sedge
said WEATHERFORD U.K. LIMITED at                     ---------------------------
Aberdeen on 19th day of April 2001                                      Director
by Douglas Alan Sedge, a Director
of the Company before this
Witness:-




Witness: (Sign)     /s/R L Bruce
                  ---------------------------


Name: (PRINT)     Roderick Lawrence Bruce
                  ---------------------------
Address:          11 Walker Street
                  ---------------------------
                  Edinburgh

Occupation:       Solicitor
                  ---------------------------



<PAGE>   11



SIGNED for and on behalf of the
said 3i GROUP PLC by Michael Colin             /s/ Michael Hill
Hill at Aberdeen on 19th day of             ---------------------------------
April 2001 as Attorney for 3i Group                                  Attorney
plc before this Witness:-





Witness: (Sign)     /s/ Roger A. Connan
                   -------------------------


Name: (PRINT)       Roger A. Connan
                    ------------------------

Address:            1 Golden Square, Aberdeen
                    ---------------------------


Occupation:         Solicitor
                    ------------------------

SIGNED for and on behalf of the
said IAN ALEXANDER SUTTIE TRUST by
Ian Alexander Suttie and P&W
Trustees (Aberdeen) Limited at                 /s/ Ian Alexander Suttie
Aberdeen on 19th day of April 2001           ----------------------------
before this Witness:-                        IAN ALEXANDER SUTTIE

Witness: (Sign)   /s/ Kenneth Stewart Gordon
                  --------------------------------

Name: (PRINT)        Kenneth Stewart Gordon
                     -----------------------------

Address:             6 Union Row, Aberdeen
                     -----------------------------

Occupation:          Solicitor
                     -----------------------------

                                                /s/ Sidney Barrie, Director
                                             ----------------------------------
                                               P&W TRUSTEES (ABERDEEN) LIMITED

<PAGE>   12



SIGNED by SIDNEY BARRIE as Attorney
for the said DAVID ANDERSON SUTTIE       /s/  Sidney Barrie
at Aberdeen on 19th day of April       --------------------------------
2001 before this Witness:-                                SIDNEY BARRIE

                                      ATTORNEY FOR DAVID ANDERSON SUTTIE


Witness: (Sign)   /s/ Kenneth S. Gordon
                  ----------------------------

Name: (PRINT)     Kenneth Stewart Gordon
                  ----------------------------
Address:          6 Union Row
                  ----------------------------
                  Aberdeen
                  ----------------------------

Occupation:       Solicitor
                  ----------------------------

SIGNED by SIDNEY BARRIE as Attorney
for the said DOROTHY ELIZABETH                /s/ Sidney Barrie
SUTTIE at Aberdeen on 19th day of            ---------------------------------
April 2001 before this Witness:-                                 SYDNEY BARRIE

                                          ATTORNEY FOR DOROTHY ELIZABETH SUTTIE


Witness: (Sign)   /s/ Kenneth S. Gordon
                  ----------------------------

Name: (PRINT)     as above
                  ----------------------------

Address:
                  ----------------------------

Occupation:
                  ----------------------------

SIGNED by the said IAN ALEXANDER
SUTTIE at Aberdeen on 19th day of                  /s/ Ian Alexander Suttie
April 2001 before this Witness:-                 ----------------------------
                                                        IAN ALEXANDER SUTTIE



Witness: (Sign)   /s/ Kenneth S. Gordon
                  -----------------------------

Name: (PRINT)     as above
                  -----------------------------

Address:
                  -----------------------------

Occupation:
                  -----------------------------




<PAGE>   13



SIGNED for and on behalf of the
said WEATHERFORD INTERNATIONAL,                 /s/ Doug A Sedge
INC. by their Attorney, DOUGLAS                -------------------------------
ALAN SEDGE at Aberdeen on 19th day             Officer / Authorised Signatory
of April 2001 before this Witness:-


Witness: (Sign)   /s/ R L Bruce
                 -----------------------------
Name: (PRINT)     Roderick Lawrence Bruce
                 -----------------------------
Address:          11 Walker Street
                 -----------------------------

                     Edinburgh

Occupation:       Solicitor
                 -----------------------------



<PAGE>   14







THIS IS THE SCHEDULE REFERRED TO IN THE FOREGOING REGISTRATION RIGHTS AGREEMENT
AMONG WEATHERFORD U.K. LIMITED, WEATHERFORD INTERNATIONAL, INC. AND THE
UNDERNOTED HOLDERS

                                     HOLDERS

       3i Group plc
       91 Waterloo Road
       London  SE1 8XP

       David A. Suttie
       32 Queens Drive
       Aberdeen, AB15 9FF

       Dorothy E. Suttie
       Parklea, North Deeside Road
       Aberdeen, AB15 9PB

       Ian Alexander Suttie
       Parklea, North Deeside Road
       Aberdeen, AB15 9PB

       Ian Suttie Trust
       Parklea, North Deeside Road
       Aberdeen, AB15 9PB