exv4w1






Exhibit 4.1




Credit Agreement




$500,000,000 AGGREGATE COMMITMENTS




DATED AS OF OCTOBER 20, 2008




AMONG




WEATHERFORD INTERNATIONAL LTD.

AND

PERSONS FROM TIME TO TIME BECOMING BORROWERS HEREUNDER

AS BORROWERS,




WEATHERFORD INTERNATIONAL, INC.,

AS GUARANTOR




UBS AG, STAMFORD BRANCH,

AS ADMINISTRATIVE AGENT,




BANK OF AMERICA, N.A.,

AS SYNDICATION AGENT,




WILLIAM STREET LLC

AS DOCUMENTATION AGENT,




THE LENDERS PARTY HERETO,




AND




UBS SECURITIES LLC

AND

BARCLAYS BANK PLC

AS JOINT-LEAD ARRANGERS




AND




BANK OF AMERICA, N.A.,

DEUTSCHE BANK AG NEW YORK BRANCH

AND

WILLIAM STREET LLC

AS CO-ARRANGERS




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I

	DEFINITIONS; ACCOUNTING TERMS; INTERPRETATION

	 
	 	 	 	 
	SECTION 1.01. Definitions

	 	 	1	 
	SECTION 1.02. Types of Borrowings

	 	 	18	 
	SECTION 1.03. Accounting Terms; Changes in GAAP

	 	 	18	 
	SECTION 1.04. Interpretation

	 	 	19	 
	 
	 	 	 	 
	ARTICLE II

	COMMITMENTS; LOANS

	 
	 	 	 	 
	SECTION 2.01. Loans

	 	 	20	 
	SECTION 2.02. Requests for Borrowings

	 	 	21	 
	SECTION 2.03. Funding of Borrowings

	 	 	21	 
	SECTION 2.04. Interest Elections

	 	 	22	 
	SECTION 2.05. Termination and Reduction of Commitments

	 	 	23	 
	SECTION 2.06. Repayment of Loans; Evidence of Debt

	 	 	24	 
	SECTION 2.07. Prepayment of Loans

	 	 	24	 
	SECTION 2.08. Fees

	 	 	26	 
	SECTION 2.09. Interest

	 	 	27	 
	SECTION 2.10. Alternate Rate of Interest

	 	 	28	 
	SECTION 2.11. Increased Costs

	 	 	28	 
	SECTION 2.12. Break Funding Payments

	 	 	29	 
	SECTION 2.13. Agreement to Defer Exercise of Right of Contribution, Etc.

	 	 	30	 
	SECTION 2.14. Intentionally Omitted

	 	 	30	 
	SECTION 2.15. Intentionally Omitted

	 	 	30	 
	 
	 	 	 	 
	ARTICLE III

	LETTERS OF CREDIT

	 
	 	 	 	 
	SECTION 3.01. Letters of Credit

	 	 	30	 
	 
	 	 	 	 
	ARTICLE IV

	PAYMENTS; PRO RATA TREATMENT; TAXES

	 
	 	 	 	 
	SECTION 4.01. Payments Generally; Pro Rata Treatment; Sharing of Set-offs

	 	 	36	 
	SECTION 4.02. Taxes

	 	 	37	 
	SECTION 4.03. Mitigation Obligations; Replacement of Lenders; Replacement
of Issuing Bank

	 	 	39	 






-i-









 






	 	 	 	 	 
	 	 	Page
	ARTICLE V

	CONDITIONS PRECEDENT

	 
	 	 	 	 
	SECTION 5.01. Conditions Precedent to the Effective Date

	 	 	41	 
	SECTION 5.02. [Intentionally Omitted]

	 	 	42	 
	SECTION 5.03. Conditions Precedent to All Credit Events

	 	 	42	 
	SECTION 5.04. Delivery of Documents

	 	 	43	 
	 
	 	 	 	 
	ARTICLE VI

	REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 
	SECTION 6.01. Organization and Qualification

	 	 	43	 
	SECTION 6.02. Authorization, Validity, Etc.

	 	 	43	 
	SECTION 6.03. Governmental Consents, Etc.

	 	 	44	 
	SECTION 6.04. No Breach or Violation of Law or Agreements

	 	 	44	 
	SECTION 6.05. Litigation

	 	 	44	 
	SECTION 6.06. Information; Financial Statements

	 	 	44	 
	SECTION 6.07. Investment Company Act

	 	 	45	 
	SECTION 6.08. ERISA

	 	 	45	 
	SECTION 6.09. Tax Returns and Payments

	 	 	45	 
	SECTION 6.10. Requirements of Law

	 	 	45	 
	SECTION 6.11. No Default

	 	 	45	 
	 
	 	 	 	 
	ARTICLE VII

	AFFIRMATIVE COVENANTS

	 
	 	 	 	 
	SECTION 7.01. Information Covenants

	 	 	46	 
	SECTION 7.02. Books, Records and Inspections

	 	 	47	 
	SECTION 7.03. Insurance

	 	 	47	 
	SECTION 7.04. Payment of Taxes and other Claims

	 	 	48	 
	SECTION 7.05. Existence

	 	 	48	 
	SECTION 7.06. ERISA Information and Compliance

	 	 	48	 
	SECTION 7.07. Purpose of Letters of Credit and Loans

	 	 	48	 
	 
	 	 	 	 
	ARTICLE VIII

	NEGATIVE COVENANTS

	 
	 	 	 	 
	SECTION 8.01. Material Change in Business

	 	 	49	 
	SECTION 8.02. Consolidation, Merger, or Sale of Assets, Etc.

	 	 	49	 
	SECTION 8.03. Liens

	 	 	50	 
	SECTION 8.04. Indebtedness

	 	 	50	 
	SECTION 8.05. Ownership of WII

	 	 	50	 
	SECTION 8.06. Financial Covenant

	 	 	51	 
	SECTION 8.07. Limitation on Transactions with Affiliates

	 	 	51	 
	SECTION 8.08. Restrictions on Subsidiary Dividends

	 	 	51	 






-ii-









 






	 	 	 	 	 
	 	 	Page
	ARTICLE IX

	EVENTS OF DEFAULT AND REMEDIES

	 
	 	 	 	 
	SECTION 9.01. Events of Default and Remedies

	 	 	51	 
	SECTION 9.02. Right of Setoff

	 	 	54	 
	SECTION 9.03. Other Remedies

	 	 	54	 
	SECTION 9.04. Application of Moneys During Continuation of Event of Default

	 	 	55	 
	 
	 	 	 	 
	ARTICLE X

	ADMINISTRATIVE AGENT

	 
	 	 	 	 
	ARTICLE XI

	GUARANTY

	 
	 	 	 	 
	SECTION 11.01. Guaranty

	 	 	57	 
	SECTION 11.02. Continuing Guaranty

	 	 	58	 
	SECTION 11.03. Effect of Debtor Relief Laws

	 	 	60	 
	SECTION 11.04. Waiver

	 	 	61	 
	SECTION 11.05. Agreement to Defer Exercise of Subrogation

	 	 	61	 
	SECTION 11.06. Full Force and Effect

	 	 	62	 
	SECTION 11.07. Guaranty Fall-Away

	 	 	62	 
	 
	 	 	 	 
	ARTICLE XII

	MISCELLANEOUS

	 
	 	 	 	 
	SECTION 12.01. Waiver; Amendments; Joinder; Removal of Certain Borrowers

	 	 	62	 
	SECTION 12.02. Notices

	 	 	65	 
	SECTION 12.03. Expenses, Etc.

	 	 	65	 
	SECTION 12.04. Indemnity

	 	 	66	 
	SECTION 12.05. Successors and Assigns

	 	 	67	 
	SECTION 12.06. Confidentiality

	 	 	70	 
	SECTION 12.07. Survival

	 	 	71	 
	SECTION 12.08. Governing Law

	 	 	71	 
	SECTION 12.09. Independence of Covenants

	 	 	71	 
	SECTION 12.10. Counterparts; Integration; Effectiveness

	 	 	71	 
	SECTION 12.11. Severability

	 	 	72	 
	SECTION 12.12. Conflicts Between This Agreement and the Other Loan Documents

	 	 	72	 
	SECTION 12.13. Headings

	 	 	72	 
	SECTION 12.14. Limitation of Interest

	 	 	72	 
	SECTION 12.15. Submission to Jurisdiction; Consent to Service of Process

	 	 	72	 
	SECTION 12.16. Waiver of Jury Trial

	 	 	73	 
	SECTION 12.17. Judgment Currency

	 	 	73	 
	SECTION 12.18. USA Patriot Act

	 	 	74	 
	SECTION 12.19. No Fiduciary Duty

	 	 	74	 






-iii-









 






EXHIBITS




	 	 	 
	EXHIBIT A

	 	Form of Assignment and Assumption
	EXHIBIT B

	 	Form of Borrowing Request
	EXHIBIT C

	 	Form of Interest Election Request
	EXHIBIT D

	 	Form of Promissory Note
	EXHIBIT E

	 	[Intentionaly Omitted]
	EXHIBIT F

	 	Form of Compliance Certificate
	EXHIBIT G

	 	Form of Joinder Agreement






SCHEDULES




	 	 	 
	SCHEDULE 1.01B

	 	Lenders
	SCHEDULE 2.01

	 	Commitments







-iv-









 








CREDIT AGREEMENT




     THIS CREDIT AGREEMENT, dated as of October 20, 2008, is among:




	 	(a)	 	Weatherford International Ltd., a Bermuda exempted company (“WIL” and
together with any other Persons from time to time becoming Borrowers hereunder pursuant
to Section 12.01(c), but excluding any Persons who from time to time cease to
be Borrowers hereunder pursuant to Section 12.01(d), collectively, the
“Borrowers”));
	 
	 	(b)	 	Weatherford International, Inc., a Delaware corporation (“WII” or the
“Guarantor”);
	 
	 	(c)	 	UBS AG, Stamford Branch, as administrative agent for the other Lenders (in such
latter capacity together with any other Person that becomes the Administrative Agent
pursuant to Article X, the “Administrative Agent”); and
	 
	 	(d)	 	the banks and other financial institutions listed on the signature pages hereof
under the caption “Lenders” (together with each other Person that becomes a
Lender pursuant to Section 12.05, collectively, the “Lenders”).





ARTICLE I

DEFINITIONS; ACCOUNTING TERMS; INTERPRETATION




     SECTION 1.01. Definitions. As used in this Agreement the following terms shall have the following meanings:



     “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined pursuant to
Section 2.09(a).



     “Acquisition” means the acquisition by certain subsidiaries of WIL of Precision
Drilling Corporation’s Energy Services Division and International Contract Drilling Division
pursuant to that certain Stock Purchase Agreement dated as of June 6, 2005 by and between Precision
Drilling Corporation and WIL.



     “Additional Credit Condition” exists on any date if, and only if, both (I) no
“Default” (as such term is defined in the Existing Agreements) exists on such date and no “Event of
Default” (as such term is defined in the Existing Agreements) exists on such date and (II) (a) the
sum of (i) the aggregate principal amount of all “Borrowings” (as such term is defined in the
Existing Agreements) outstanding on such date plus (ii) the aggregate “LC Exposure” (as such term
is defined in the Existing Agreements) outstanding on such date equals (b) the greater of
(1) $1,750,000,000 less the portion as of such date of the “Commitments” (as such term is defined
in the Existing Agreements) that (x) prior to such date, a Borrower has properly requested to
borrow under an Existing Agreement, (y) such Borrower was entitled pursuant to such Existing
Agreement to have had funded before such date, and (z) has not been funded by a “Lender” (as such
term is defined in such Existing Agreement) under an Existing Agreement (the



1









 




“Defaulting Lender Amount”) or (2) the aggregate “Commitments” (as such term is
defined in the Existing Agreements) at such date less the Defaulting Lender Amount at such date.




     “Adjusted LIBOR Rate” shall mean, with respect to any Eurodollar Borrowing for any
Interest Period, (a) an interest rate per annum (rounded upward, if necessary, to the nearest
1/100th of 1%) determined by the Administrative Agent to be equal to the LIBOR Rate for such
Eurodollar Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory
Reserves (if any) for such Eurodollar Borrowing for such Interest Period.



     “Administrative Agent” has the meaning specified in paragraph (c) on page one.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



     “Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under direct or indirect common control with, such
Person. For the purposes of this definition, “control” (including, with correlative meanings, the
terms “controlling” and “controlled”), when used with respect to any Person, means the power to
direct the management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise.



     “Agreement” means this Credit Agreement, as it may from time to time be further
amended, modified, restated or supplemented.



     “Alternate Base Rate” shall mean, for any day, a rate per annum (rounded upward, if
necessary, to the nearest 1/100th of 1%) equal to the greater of (a) the Base Rate in effect on
such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. If the
Administrative Agent shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including
the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance
with the terms of the definition thereof, the Alternate Base Rate shall be determined without
regard to clause (b) of the preceding sentence until the circumstances giving rise to such
inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate
or the Federal Funds Effective Rate shall be effective on the effective date of such change in the
Base Rate or the Federal Funds Effective Rate, respectively.



     “Applicable Margin” means the per annum rate of interest set forth in the definition
of Applicable Rate under the heading “Applicable Margin”, based upon the ratings by Moody’s and
S&P, respectively, applicable on such date to the Index Debt.



     “Applicable Percentage” means, with respect to any Lender, the percentage of the total
Commitments represented by such Lender’s Commitment. If the Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Commitments most recently in
effect, giving effect to any assignments.



     “Applicable Rate” means, for any day, with respect to any Eurodollar Loan, or with
respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum
set forth below under the captions “Commitment Fee” or “Euro Applicable Margin” or



2









 




“ABR Margin”, as the case may be, based upon the ratings by Moody’s and S&P, respectively,
applicable on such date to the Index Debt:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Euro	 	ABR
	Index	 	Commitment	 	Applicable	 	Applicable
	Debt Ratings:	 	Fee	 	Margin	 	Margin
	Performance Level I
	 	 	.375	%	 	 	2.00	%	 	 	1.00	%
	Performance Level II
	 	 	.500	%	 	 	2.50	%	 	 	1.50	%






     For purposes of the foregoing, (i) if either Moody’s or S&P shall not have in effect a rating
for the Index Debt (other than by reason of the circumstances referred to in the last sentence of
this definition), then such rating agency shall be deemed to have established the same rating as
the rating agency that has in effect a rating for the Index Debt; (ii) if the ratings established
or deemed to have been established by Moody’s and S&P for the Index Debt shall fall within
different Performance Levels, the Applicable Rate shall be based on the higher of the two ratings;
and (iii) if the ratings established or deemed to have been established by Moody’s and S&P for the
Index Debt shall be changed (other than as a result of a change in the rating system of Moody’s or
S&P), such change shall be effective as of the date on which it is first announced by the
applicable rating agency, irrespective of when or whether notice of such change shall have been
furnished by WIL to the Administrative Agent and the Lenders. Each change in the Applicable Rate
shall apply during the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change. If the rating system of
Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of
rating corporate debt obligations, WIL and the Lenders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the unavailability of ratings from such rating
agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be
determined by reference to the rating most recently in effect prior to such change or cessation.



     “Approved Fund” has the meaning specified in Section 12.05.



     “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by
Section 12.05) and accepted by the Administrative Agent, in the form of Exhibit A.



     “Assurance” means, as to any Person, any guaranty or other contingent liability of
such Person (other than any endorsement for collection or deposit in the ordinary course of
business) or obligations as an account party in respect of letters of credit, direct or indirect,
with respect to any obligation of another Person, through an agreement or otherwise, including
(a) any other endorsement or discount with recourse or undertaking substantially equivalent to or
having economic effect similar to a guarantee in respect of any such obligation and (b) any
agreement (i) to purchase, or to advance or supply funds for the payment or purchase of, any such
obligation, (ii) to purchase securities or to purchase, sell or lease property (whether as lessee
or lessor), products, materials or supplies, or transportation or services, in respect of enabling
such



3









 




other Person to pay any such obligation or to assure the owner thereof against loss regardless
of the delivery or non-delivery of the securities, property, products, materials or supplies, or
transportation or services or (iii) to make any loan, advance or capital contribution to or other
investment in, or to otherwise provide funds to or for, such other Person in respect of enabling
such Person to satisfy any obligation (including any liability for a dividend, stock liquidation
payment or expense) or to assure a minimum equity, working capital or other balance sheet condition
in respect of any such obligation. The amount of any Assurance shall be an amount equal to the
lesser of the stated or determinable amount of the primary obligation in respect of which such
Assurance is made or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof (assuming such Person is required to perform thereunder) as determined by such
Person in good faith.




     “Availability Period” means, for each Lender, the period from the Effective Date to
the earlier of the Maturity Date and the date of termination of the Commitments.



     “Bankruptcy Code” means the United States Bankruptcy Code, as the same may be amended
and together with any successor statutes.



     “Base Rate” shall mean, for any day, a rate per annum that is equal to the corporate
base rate of interest established by the Administrative Agent from time to time; each change in the
Base Rate shall be effective on the date such change in such corporate base rate is effective. The
corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its
customers.



     “Board” means the Board of Governors of the Federal Reserve System of the United
States (or any successor).



     “Board of Directors” means, with respect to any Person, the board of directors (or
other governing body) of such Person (or of its (managing) general partner or managing member, as
the case may be), or any committee thereof duly authorized to act on behalf of such board of
directors (or other governing body).



     “Borrowers” has the meaning specified in paragraph (a) on page one.



     “Borrowing” means Loans of the same Type, made, converted or continued on the same
date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.



     “Borrowing Minimum” means $2,000,000.



     “Borrowing Multiple” means $1,000,000.



     “Borrowing Request” means a request by a Borrower for a Loan in accordance with
Section 2.02, which, if in writing, shall be substantially in the form of
Exhibit B.



     “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed; provided
that, when used in connection with a Eurodollar Loan, the term “Business Day” shall



4









 




also exclude any day on which banks are not open for dealings in Dollar deposits in the London
interbank market.




     “Capital Lease” means, as to any Person, any lease in respect of which the rental
obligation of such Person constitutes a Capitalized Lease Obligation.



     “Capital Stock” means, with respect to any Person, any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents (however designated) of
such Person’s equity, including all common stock and preferred stock, common shares and preference
shares, any limited or general partnership interest and any limited liability company membership.



     “Capitalized Lease Obligation” means, with respect to any Person, the obligation of
such Person to pay rent or other amounts under a lease of (or other agreement conveying the right
to use) real or personal property that is required to be classified and accounted for as a capital
lease obligation on a balance sheet of such Person under GAAP and, for purposes of this Agreement,
the amount of such obligation at any date shall be the capitalized amount thereof at such date,
determined in accordance with GAAP.



     “Change of Control” means an event or series of events by which (a) in the case of WIL
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect
on the Effective Date) or related persons constituting a “group” (as such term is used in Rule
13d-5 under the Exchange Act in effect on the Effective Date) is or becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act, as in effect on the Effective Date,
except that a person or such group shall be deemed to have “beneficial ownership” of all shares
that any such person or such group has the right to acquire without condition, other than the
passage of time, whether such right is exercisable immediately or only after the passage of time),
directly or indirectly, of 50% or more of the total voting power of the Voting Stock of WIL, except
as a result of a Redomestication in which the Persons who were the shareholders of WIL immediately
prior to such Redomestication continue to own, directly or indirectly, 100% of the issued and
outstanding Capital Stock of each class of WIL; (ii) the shareholders of WIL approve any plan of
liquidation, winding up or dissolution of WIL, except in connection with a Redomestication of WIL;
(iii) WIL conveys, transfers or leases all or substantially all of its assets to any Person except
in connection with a Redomestication of WIL; or (iv) during any period of twelve consecutive
months, individuals who, at the beginning of such period, constituted the Board of Directors of WIL
(together with any new directors whose appointment or election by such Board of Directors or whose
nomination for election by the shareholders of WIL, as applicable, was approved by a vote of not
less than a majority of the directors then still in office who were either directors at the
beginning of such period or whose appointment, election or nomination for election was previously
so approved) cease for any reason to constitute a majority of the Board of Directors of WIL then in
office, but excluding from the foregoing clause any change in the composition or membership of the
Board of Directors of WIL resulting (i) from a Redomestication of WIL or (ii) from the addition
thereto or removal therefrom of directors in connection with WIL’s compliance with the United
States Sarbanes Oxley Act of 2002 or the rules and regulations of any stock exchange on which WIL’s
securities are listed, pursuant to the recommendation of WIL’s legal counsel, (b) in the case of
WII, except in a transaction permitted by Section 8.02, the Persons who are the
shareholders of WII immediately prior to a transaction cease to own, after giving effect to such
transaction,



5









 




directly or indirectly, 100% of the issued and outstanding Capital Stock of each class of WII,
or (c) in the case of HOC and/or WCM (to the extent it is a Borrower), except in a transaction
permitted by Section 8.02, WIL or the New Parent ceases to own, after giving effect to such
transaction, directly or indirectly, 100% of the issued and outstanding Capital Stock of each class
of HOC or WCM, as the case may be.




     “Change of Control Event” means (a) the execution of any definitive agreement which
when fully performed by the parties thereto, would result in a Change of Control; or (b) the
commencement of a tender offer pursuant to Section 14(d) of the Exchange Act that would result in a
Change of Control if completed.



     “Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or
(c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.11(b), by
any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if
any) with any request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.



     “Charges” has the meaning specified in Section 12.14.



     “Code” means the United States Internal Revenue Code of 1986, as amended, from time to
time, and the regulations promulgated thereunder.



     “Commitment” means, with respect to each Lender, the commitment of such Lender to make
Loans and to acquire participations in Letters of Credit hereunder, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name
on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall
have assumed its Commitment, as applicable, as such amount may be (a) reduced from time to time
pursuant to Section 2.05, and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 12.05. The initial aggregate amount
of the Lenders’ Commitments is $500,000,000.



     “Commitment Fee Rate” means the per annum rate of interest set forth under the heading
“Commitment Fee”, in the definition of Applicable Rate, based upon the ratings by Moody’s
and S&P, respectively, applicable on such date to the Index Debt.



     “Commitment Percentage” means, as to any Lender, the percentage equivalent of a
fraction, the numerator of which is the amount of such Lender’s Commitment, and the denominator of
which is the aggregate amount of the Commitments of all Lenders.



     “Communications” has the meaning specified in Section 12.02.



     “consolidated” means any Person whose financial condition and results of operations
are required in accordance with GAAP to be shown on a consolidated basis with the financial
condition and results of operations of WIL.



6









 





     “Consolidated Indebtedness” means, for any Person, at the date of any determination
thereof, Indebtedness of such Person and its consolidated Subsidiaries (other than Interest Rate
Risk Indebtedness, Derivatives Obligations, and contingent obligations in respect of letters of
credit) determined on a consolidated basis in accordance with GAAP.



     “Credit Event” means the making of any Loan or the issuance of any Letter of Credit
pursuant hereto.



     “Default” means the occurrence of any event which with the giving of notice or the
passage of time or both would become an Event of Default.



     “Defaulting Lender” shall mean any Lender that (a) has failed (which failure has not
been cured), or has notified the Administrative Agent and/or Borrower that it does not intend, to
fund any portion of the Loans or participations in the LC Exposure required to be funded by it
hereunder on the date required to be funded by it hereunder, (b) has otherwise failed to pay to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder on
the date when due and such failure continues uncured after notice thereof, unless such failure is
the subject of a good faith dispute, or (c) is the subject of a bankruptcy or insolvency proceeding
or has admitted in writing that it is insolvent; provided that this clause (c) shall apply only to
a Lender that has a Commitment or LC Exposure outstanding at such time as the determination of the
status of “Defaulting Lender” is to be made.



     “Derivatives Obligations” means, as to any Person, all obligations of such Person in
respect of any swap transaction, forward rate transaction, commodity swap, commodity option,
interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction, currency option or
any other similar transaction (including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions, entered into in the ordinary course
of business of such Person for the purpose of hedging and not for speculative purposes.



     “Dollars”, “dollars” and “$” means the lawful currency of the United
States of America.



     “domestic” means, when used with respect to a Subsidiary of a Person, a Subsidiary
organized under the laws of any State of the United States or the District of Columbia.



     “Effective Date” means the date on which the conditions set forth in
Section 5.01 are first satisfied or waived.



     “ERISA” means the United States Employee Retirement Income Security Act of 1974, as
amended from time to time, and all rules, regulations, rulings and interpretations adopted by the
U.S. Department of Labor thereunder.



     “ERISA Affiliate” means (a) all members of a controlled group of corporations and all
trades or businesses (whether or not incorporated) under common control which, together with WIL,
are treated as a single employer under Section 414 of the Code and (b) any Subsidiary of any of the
Obligors.



7









 





     “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the LIBOR Rate.



     “Event of Default” shall have the meaning specified in Article IX.



     “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by
the United States of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which a Borrower, the
Administrative Agent, any Lender, the Issuing Bank or any other such recipient is located, (c) in
the case of a Foreign Lender (other than an assignee pursuant to an assignment required by WIL
under Section 4.03(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a
new lending office) or would have been so imposed if a Borrower were a United States corporation,
or is attributable to such Foreign Lender’s failure to comply with Section 4.02(c) or
4.02(e), except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to receive additional
amounts from such Borrower with respect to such withholding tax pursuant to Section 4.02(a)
and (d) in the case of any Lender that becomes a party to this Agreement after the date hereof (or
designates a new lending office after the date hereof) without the prior written consent of WIL
pursuant to Section 12.05 (other than (i) a Lender that becomes a party to this Agreement
or designates a new lending office when an Event of Default has occurred and is continuing, (ii) a
Lender that designates a new lending office after the date hereof pursuant to
Section 4.03(a), (iii) an assignee pursuant to an assignment by a Lender under
Section 4.03(a), and (iv) an assignee pursuant to an assignment required by WIL under
Section 4.03(b), any withholding tax that is imposed on amounts payable to such Lender
pursuant to this Agreement (and including any additional withholding tax that is imposed on amounts
payable to such Lender as a result of a change in treaty, law or regulation).



     “Existing Agreements” means, collectively, (i) that certain Second Amended and
Restated Credit Agreement dated as of May 2, 2006 among WIL, the other Borrowers thereto, WII,
JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto, and (ii)
that certain Credit Agreement dated as of March 19, 2008 among WIL, WII, Deutsche Bank AG Cayman
Islands Branch, as Administrative Agent, and the other lenders party thereto, in each case as
amended from time to time.



     “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upward, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upward, if



8









 




necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions
received by the Administrative Agent from three Federal funds brokers of recognized standing
selected by it.




     “foreign” means, when used with respect to a Subsidiary of any Person, a Subsidiary of
such Person organized under the laws of any jurisdiction other than a State of the United States or
the District of Columbia.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than the United States of America or any State thereof.



     “GAAP” means generally accepted accounting principles as in effect from time to time
as set forth in the opinions, statements and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and the Financial Accounting Standards
Board.



     “Governmental Authority” means any governmental authority of the United States of
America, any State of the United States, Bermuda, the Republic of Hungary or of any other foreign
jurisdiction and any political subdivision of any of the foregoing, and any central bank, agency,
department, commission, board, bureau, court or other tribunal having or lawfully asserting
jurisdiction over the Administrative Agent, any Lender, any Obligor or their respective properties.



     “Guaranteed Obligations” has the meaning specified in Section 11.01.



     “Guarantor” has the meaning specified in paragraph (b) on page one.



     “Guaranty” means the guaranty contained in Article XI.



     “HOC” means Weatherford Liquidity Management Hungary Limited Liability Company, a
Hungarian limited liability company.



     “Indebtedness” means (without duplication), with respect to any Person, (a) any
liability of such Person (i) for borrowed money (whether or not the recourse of the lender is to
the whole of the assets of such Person or only to a portion thereof), or under any reimbursement
obligation relating to a letter of credit, bankers’ acceptance or note purchase facility,
(ii) evidenced by a bond, note, debenture or similar instrument, (iii) for the balance deferred and
unpaid of the purchase price for any property or any obligation upon which interest charges are
customarily paid (except for trade payables arising in the ordinary course of business), or
(iv) for the payment of money relating to the principal portion of any Capitalized Lease
Obligation; (b) any obligation of any Person secured by (or for which the holder of such obligation
has an existing right, contingent or otherwise, to be secured by) a consensual Lien on property
owned or acquired, whether or not any obligation secured thereby has been assumed, by such Person;
(c) all net obligations of such Person as of the date of a required calculation of any Derivatives
Obligations; (d) all Assurances of such Person of the Indebtedness of any other Person of the type
referred to in clause (a) or (c); (e) Interest Rate Risk Indebtedness of such
Person; and (f) any amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of the types referred to above.



9









 





     “Indemnified Taxes” means any Taxes other than Excluded Taxes and Other Taxes.



     “Indemnitee” has the meaning specified in Section 12.04.



     “Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of WIL
that is not guaranteed by any other Person (other than WII) or subject to any other credit
enhancement.



     “Interest Election Request” means a request by a Borrower to convert or continue a
Loan in accordance with Section 2.04, which, if in writing, shall be substantially in the
form of Exhibit C.



     “Interest Payment Date” means (a) with respect to any ABR Borrowing, the last day of
each March, June, September and December, and (b) with respect to any Eurodollar Loan, the last day
of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of
a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior
to the last day of such Interest Period that occurs at intervals of three months’ duration after
the first day of such Interest Period.



     “Interest Period” means, with respect to a Eurodollar Borrowing, the period commencing
on the date of such Borrowing and ending on the numerically corresponding day in the calendar month
that is one, two, three or six months thereafter, as a Borrower may elect; provided that (i) if any
Interest Period would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the next preceding
Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on
the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of
a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Loan,
thereafter shall be the effective date of the most recent conversion or continuation of such
Borrowing.



     “Interest Rate Risk Indebtedness” means, with respect to any Person, all obligations
and Indebtedness of such Person with respect to the program for the hedging of interest rate risk
provided for in any interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement or similar arrangement entered into by such Person for the purpose of reducing its
exposure to interest rate fluctuations and not for speculative purposes, approved in writing by the
Administrative Agent (such approval not to be unreasonably withheld), as it may from time to time
be amended, modified, restated or supplemented.



     “ISDA” means the International Swaps and Derivatives Association, Inc.



     “Issuing Bank” means UBS AG, Stamford Branch, in its capacity as the issuer of Letters
of Credit hereunder, and its successors in such capacity as provided in Section 3.01(i).
The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate.



10









 





     “LC Commitment” shall mean the commitment of the Issuing Bank to issue Letters of
Credit pursuant to Section 3.01. The amount of the LC Commitment shall be $200,000,000.



     “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.



     “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure
of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.



     “Lenders” means the Persons listed in Schedule 1.01A and any other Person that
shall have become a party hereto pursuant to an Assignment and Assumption, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and Assumption.



     “Letter of Credit” means any letter of credit issued pursuant to this Agreement.



     “LIBOR Market Rate Spread” shall mean, for any Interest Period for any Eurodollar
Borrowing, 110% of WIL’s five year credit default swap mid-rate spread (as obtained by the
Administrative Agent from the Markit Group Limited website) for the five year period beginning on
the date two Business Days prior to the first day of such Interest Period. The Administrative
Agent will determine the LIBOR Market Rate Spread no later than 11:00 A.M. on the date two Business
Days prior to the first day of the Interest Period for any Eurodollar Borrowing.



     “LIBOR Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest
Period, the rate per annum determined by the Administrative Agent to be the arithmetic mean of the
offered rates for deposits in Dollars with a term comparable to such Interest Period that appears
on the Telerate British Bankers Assoc. Interest Settlement Rates Page (as defined below) at
approximately 11:00 a.m., London, England time, two Business Days prior to the first day of such
Interest Period; provided, however, that (i) if no comparable term for an Interest Period is
available, the LIBOR Rate shall be determined using the weighted average of the offered rates for
the two terms most nearly corresponding to such Interest Period and (ii) if there shall at any time
no longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page, “LIBOR Rate”
shall mean, with respect to each day during each Interest Period pertaining to Eurodollar
Borrowings comprising part of the same Borrowing, the rate per annum equal to the rate at which the
Administrative Agent is offered deposits in Dollars at approximately 11:00 a.m., London, England
time, two Business Days prior to the first day of such Interest Period in the London interbank
market for delivery on the first day of such Interest Period for the number of days comprised
therein and in an amount comparable to its portion of the amount of such Eurodollar Borrowing to be
outstanding during such Interest Period. “Telerate British Bankers Assoc. Interest Settlement
Rates Page” shall mean the display designated as Reuters Screen LIBOR Page (or such other page
as may replace such page on such service for the purpose of displaying the rates at which Dollar
deposits are offered by leading banks in the London interbank deposit market).



11









 





     “Lien” means any lien, mortgage, pledge, assignment (including any assignment of
rights to receive payments of money), security interest, charge or encumbrance of any kind
including any conditional sale or other title retention agreement or any lease (excluding, however,
any lease that is not a Capital Lease) in the nature thereof (whether voluntary or involuntary and
whether imposed or created by operation of law or otherwise), and any agreement to give a lien,
mortgage, pledge, assignment (including any assignment of rights to receive payments of money),
security interest, charge or other encumbrance of any kind; provided that “Lien” shall not include
or cover (i) setoff rights and other standard arrangements for netting payment obligations in the
settlement of obligations, arising under ISDA standard documents or otherwise customary in swap or
hedging transactions; and (ii) setoff rights of banks party to Derivative Obligations which rights
arise in the ordinary course of customary banking relationships.



     “Loan” means a loan made pursuant to Section 2.01.



     “Loan Documents” means, collectively, this Agreement, the Notes, all instruments,
certificates and agreements now or hereafter executed or delivered by any Obligor to the
Administrative Agent or any Lender pursuant to any of the foregoing or in connection with the
Obligations or any commitment regarding the Obligations, and all amendments, modifications,
renewals, extensions, increases and rearrangements of, and substitutions for, any of the foregoing.



     “Material Adverse Effect” means, relative to any occurrence of whatever nature
(including any adverse determination in any litigation, arbitration or governmental investigation
or proceeding) and after taking into account actual insurance coverage and effective
indemnification with respect to such occurrence, (a) a material adverse effect on the financial
condition, business or operations of WIL and its consolidated Subsidiaries taken as a whole,
(b) the impairment of (i) the ability of the Obligors to collectively perform their payment or
other material obligations hereunder or under the Notes and other Loan Documents or (ii) the
ability of the Administrative Agent or the Lenders to realize the material benefits intended to be
provided by the Obligors under the Loan Documents or (c) the subjection of the Administrative Agent
or any Lender to any civil or criminal liability arising in connection with the Loan Documents.



     “Material Subsidiary” means, at any date, a consolidated Subsidiary the Capital Stock
of which is owned by WIL and/or one or more of its Subsidiaries and that either (a) has total
assets in excess of 5% of the total assets of WIL and its consolidated Subsidiaries, in each case
as determined in accordance with GAAP or (b) has gross net revenues in excess of 5% of the
consolidated gross revenues of WIL and its consolidated Subsidiaries based, in each case, on the
most recent audited consolidated financial statements of WIL.



     “Maturity Date” means October 20, 2009.



     “Maximum Rate” has the meaning set forth in Section 12.14.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Multiemployer Plan” means any plan which is a “multiemployer plan” (as such term is
defined in Section 4001(a)(3) of ERISA).



12









 





     “Net Worth” means, for any Person, at the date of any determination thereof, on a
consolidated basis, the sum of (a) the par value or stated value of its Capital Stock, plus
(b) capital in excess of par or stated value of shares of its Capital Stock, plus (or minus in the
case of a deficit) (c) retained earnings or accumulated deficit, as the case may be, plus (d) any
other account which, in accordance with GAAP, constitutes stockholders’ equity, but excluding
(i) any treasury stock, (ii) non-cash charges incurred in connection with the Acquisition in an
aggregate amount not to exceed $350,000,000 and (iii) the effects upon Net Worth resulting from the
translation of foreign currency-denominated assets into Dollars.



     “New Parent” has the meaning specified in the definition of the term
“Redomestication”.



     “Notes” has the meaning specified in Section 2.06(e).



     “Obligations” means, as at any date of determination thereof, the sum of the
following: (a) the aggregate principal amount of Loans outstanding hereunder on such date,
plus (b) all reimbursement obligations with respect to then outstanding Letters of Credit,
plus (c) all other outstanding liabilities, obligations and indebtedness of any Borrower under any
Loan Document on such date.



     “Obligors” means WIL, WII (unless the Guaranty has been terminated and not reinstated
pursuant to Section 11.07) and each other Borrower.



     “Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies, other than Excluded Taxes, arising from
any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement, but only to the extent that any of the foregoing is imposed by
(i) Bermuda, the Republic of Hungary, the United States or any other jurisdiction in which any
Borrower is organized or is resident for tax purposes or any other jurisdiction in which WIL is
Redomesticated or is resident for tax purposes with respect to a Foreign Lender, or (ii) Bermuda,
the Republic of Hungary or any other jurisdiction in which any Borrower is organized or is resident
for tax purposes or any other jurisdiction (other than the United States) in which WIL is
Redomesticated or is resident for tax purposes with respect to a Lender which is not a Foreign
Lender.



     “Participant” has the meaning specified in Section 12.05(c).



     “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any
or all of its functions under ERISA.



     “Performance Level” means a reference to Performance Level I or Performance Level II.



     “Performance Level I” means, at any date of determination, WIL shall have an Index
Debt rating in effect on such date of BBB+ or better by S&P and Baa1 or better by Moody’s.



     “Performance Level II” means, at any date of determination, the Performance Level does
not meet the requirements of Performance Level I.



13









 





     “Permitted Liens” means, without duplication,




     (a) Liens, not otherwise permitted under any other provision of this definition,
securing Indebtedness permitted under this Agreement in an aggregate principal amount at any
time outstanding which does not exceed 12% of WIL’s Net Worth;




     (b) Liens for Taxes or unpaid utilities not yet delinquent or which are being contested
in good faith by appropriate proceedings; provided that adequate reserves with respect
thereto are maintained on the books of WIL or its Subsidiaries, as the case may be, in
conformity with GAAP;




     (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business and not overdue for a period of more than
60 days or which are being contested in good faith by appropriate proceedings and for which
adequate reserves have been made in accordance with GAAP;




     (d) pledges or deposits or deemed trusts in connection with workers’ compensation,
unemployment insurance, pension, employment or other social security legislation;




     (e) easements, rights-of-way, use restrictions, minor defects or irregularities in
title, reservations (including reservations in any original grant from any government of any
land or interests therein and statutory exceptions to title) and other similar encumbrances
incurred in the ordinary course of business which, in the aggregate, are not substantial in
amount and which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the business of WIL or
any of its Subsidiaries;




     (f) judgment and attachment Liens not giving rise to an Event of Default or Liens
created by or existing from any litigation or legal proceeding that are currently being
contested in good faith by appropriate proceedings, promptly instituted and diligently
conducted, and for which adequate reserves have been made to the extent required by GAAP;




     (g) Liens on the assets of any entity or asset existing at the time such asset or
entity is acquired by WIL or any of its Subsidiaries, whether by merger, amalgamation,
consolidation, purchase of assets or otherwise; provided that (i) such Liens are not
created, incurred or assumed by such entity in contemplation of such entity’s being acquired
by WIL or any of its Subsidiaries, (ii) such Liens do not extend to any other assets of WIL
or any of its Subsidiaries and (iii) the Indebtedness secured by such Liens is permitted
pursuant to this Agreement;




     (h) Liens securing Indebtedness of WIL or its Subsidiaries not prohibited by
Section 8.04 incurred to finance the acquisition of fixed or capital assets,
provided that (i) such Liens shall be created not more than 90 days after the acquisition of
such fixed or capital assets, (ii) such Liens do not at any time encumber any property other
than the property financed by such Indebtedness and (iii) the Liens are not modified to
secure other Indebtedness and the amount of Indebtedness secured thereby is not increased;



14









 






     (i) Liens incurred to secure the performance of tenders, bids, leases, statutory
obligations, surety and appeal bonds, government contracts, performance and return-of-money
bonds and other obligations of a like nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money);




     (j) leases or subleases granted to others not interfering in any material respect with
the business of WIL or any of its Subsidiaries;




     (k) Liens to secure obligations arising from statutory or regulatory requirements;




     (l) any interest or title of a lessor in property subject to any Capitalized Lease
Obligation or operating lease which, in each case, is permitted under this Agreement;




     (m) Liens in favor of collecting or payor banks having a right of setoff, revocation,
refund or chargeback with respect to money or instruments of WIL or any of its Subsidiaries
on deposit with or in possession of such bank; and




     (n) any renewal or refinancing of or substitution for, or any extension or modification
of any maturity date for any Indebtedness secured by, any Lien permitted by any of the
preceding clauses; provided that the debt secured is not increased nor the Lien extended to
any additional assets.



     “Person” means any individual, corporation, company, limited or general partnership,
limited liability company, joint venture, association, joint stock company, trust, unincorporated
organization or other entity, or any Governmental Authority.



     “Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code and is either (a) maintained
by WIL or any ERISA Affiliate for employees of WIL or any ERISA Affiliate or (b) maintained
pursuant to a collective bargaining agreement or any other arrangement under which more than one
employer makes contributions and to which WIL or any ERISA Affiliate is then making or accruing an
obligation to make contributions or has within the preceding five plan years made contributions.



     “Redomestication” means:




     (a) any amalgamation, merger, conversion or consolidation of WIL or WII with or into
any other Person, or of any other Person with or into WIL or WII, or the sale or other
disposition (other than by lease) of all or substantially all of its assets by WIL or WII to
any other Person,




     (b) any continuation, discontinuation, amalgamation, merger, conversion, consolidation
or domestication or similar action with respect to WIL or WII pursuant to the law of the
jurisdiction of its organization and of any other jurisdiction, or




     (c) the formation of a Person that becomes, as part of the transaction, the owner of
100% of the Capital Stock of WIL (the “New Parent”),



15









 





if as a result thereof





     (x) in the case of any action specified in clause (a), the entity that is the
surviving, resulting or continuing Person in such merger, amalgamation, conversion or
consolidation, or the transferee in such sale or other disposition,




     (y) in the case of any action specified in clause (b), the entity that
constituted such Obligor, immediately prior thereto (but disregarding for this purpose any
change in its jurisdiction of organization), or




     (z) in the case of any action specified in clause (c), the New Parent


(in any such case the “Surviving Person”) is a corporation or other entity, validly
incorporated or formed and existing in good standing (to the extent the concept of good standing is
applicable) under the laws of Delaware or another State of the United States or under the laws of
the United Kingdom, The Kingdom of the Netherlands, Luxembourg, Switzerland or (with the consent of
the Required Lenders, such consent not to be unreasonably withheld) under the laws of any other
jurisdiction, whose Capital Stock of each class issued and outstanding immediately following such
action, and giving effect thereto, shall be beneficially owned by the same Persons, in the same
percentages, as was the Capital Stock of the entity constituting WIL immediately prior thereto and,
if the Surviving Person is WII or the New Parent, the Surviving Person continues to be owned,
directly or indirectly, 100% by Persons who were shareholders of WIL immediately prior to such
transaction and the Surviving Person shall have delivered to the Administrative Agent (i) a
certificate to the effect that, both before and after giving effect to such transaction, no Default
or Event of Default exists, (ii) an opinion, reasonably satisfactory in form, scope and substance
to the Administrative Agent, of counsel reasonably satisfactory to the Administrative Agent,
addressing such matters in connection with the Redomestication as the Administrative Agent or any
Lender may reasonably request, and (iii) if the Surviving Person is the New Parent, a guaranty of
the Obligations in form and substance reasonably satisfactory to the Administrative Agent.




     “Register” has the meaning specified in Section 12.05(b)(iv).



     “Regulation D” means Regulation D of the Board (respecting reserve requirements), as
the same is from time to time in effect, and all official rulings and interpretations thereunder or
thereof.



     “Regulation T” means Regulation T of the Board (respecting eligible securities and
margin requirements), as the same is from time to time in effect, and all official rulings and
interpretations thereunder or thereof.



     “Regulation U” means Regulation U of the Board (respecting margin credit extended by
banks), as the same is from time to time in effect, and all official rulings and interpretations
thereunder or thereof.



     “Regulation X” means Regulation X of the Board (respecting borrowers who obtain margin
credit), as the same is from time to time in effect, and all official rulings and interpretations
thereunder or thereof.



16









 





     “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.



     “Reportable Event” means an event described in Section 4043(c) of ERISA with respect
to a Plan as to which the 30-day notice requirement has not been waived by the PBGC.



     “Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and
unused Commitments representing at least fifty-one percent (51%) of the sum of the total Revolving
Credit Exposures and unused Commitments at such time; provided that the Loans, LC Exposure and
unused Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.



     “Requirement of Law” means, as to any Person, any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or any of its
property is subject.



     “Responsible Officer” means, with respect to any Obligor, the president, the chief
financial officer, the controller or any vice president of such Obligor, or an individual
specifically authorized by the Board of Directors of such Obligor to sign on behalf of such
Obligor.



     “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.



     “S&P” means Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc.



     “Specified Debt” means any obligation created or assumed by any Person for the
repayment of money borrowed and any purchase money obligation created or assumed by such Person and
any guarantee of the foregoing.



     “Statutory Reserves” shall mean for any Interest Period for any Eurodollar Borrowing
in Dollars, the average maximum rate at which reserves (including any marginal, supplemental or
emergency reserves) are required to be maintained during such Interest Period under Regulation D by
member banks of the United States Federal Reserve System in New York City with deposits exceeding
one billion dollars against “Eurocurrency liabilities” (as such term is used in Regulation D).



     “Subsidiary” of a Person means (a) a company or corporation a majority of whose Voting
Stock is at the time, directly or indirectly, owned by such Person, by one or more subsidiaries of
such Person or by such Person and one or more subsidiaries of such Person, (b) a partnership in
which such Person or a subsidiary of such Person is, at the date of determination, a general or
limited partner of such partnership, but only if such Person or its subsidiary is entitled to
receive more than 50% of the assets of such partnership upon its dissolution, or (c) any other
Person (other than a corporation or partnership) in which such Person, directly or indirectly, at
the date of determination thereof, has (i) at least a majority ownership interest or (ii) the power
to elect or direct the election of a majority of the directors or other governing body of such
Person. Unless



17









 




the context otherwise clearly requires, references in this Agreement to a “Subsidiary” or the
“Subsidiaries” refer to a Subsidiary or the Subsidiaries of WIL.




     “Surviving Person” has the meaning specified in the definition of the term
“Redomestication”.



     “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.



     “Total Capitalization” means, for any Person, at the date of determination thereof,
the sum of (a) Consolidated Indebtedness of such Person plus (b) Net Worth of such Person.



     “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
LIBOR Rate or the Alternate Base Rate.



     “Voting Stock” means, with respect to any Person, securities of any class or classes
of Capital Stock in such Person entitling holders thereof (whether at all times or only so long as
no senior class of stock has voting power by reason of any contingency) to vote in the election of
members of the Board of Directors or other governing body of such Person.



     “Wholly-Owned Subsidiary” of a Person means a Subsidiary of which all issued and
outstanding Capital Stock (excluding directors’ qualifying shares or similar jurisdictional
requirements) is directly or indirectly owned by such Person.



     “WCM” means Weatherford Capital Management Services Limited Liability Company, a
Hungarian limited liability company.



     “WII” has the meaning specified in paragraph (b) on page one.



     “WIL” has the meaning specified in paragraph (a) on page one.



     SECTION 1.02. Types of Borrowings. Borrowings hereunder are distinguished by “Type.” The “Type” of a Loan refers to the
determination whether such Loan is a part of a Loan bearing interest at the LIBOR Rate or at the
Alternate Base Rate.



     SECTION 1.03. Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the
compliance with each covenant contained herein which relates to financial matters shall be
determined in accordance with GAAP applied on a consistent basis, except to the extent that a
deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on
the Effective Date, such that the defined terms set forth in Section 1.01 or the covenants
set forth in Article VIII would then be calculated in a different manner or with different
components or would render the same not meaningful criteria for evaluating the matters contemplated
to be evidenced by such covenants, (a) WIL and the Lenders agree, within the 60-day period
following
any such change, to negotiate in good faith and enter into an amendment to this Agreement in order
to conform the defined terms set forth in Section 1.01 or the covenants set forth in
Article VIII, or both, in such respects as shall reasonably be deemed necessary by the
Required Lenders so that the criteria for



18









 




evaluating the matters contemplated to be evidenced by
such covenants are substantially the same criteria as were effective prior to any such change in
GAAP, and (b) the Obligors shall be deemed to be in compliance with such covenants during the
60-day period following any such change, or until the earlier date of execution of such amendment,
if and to the extent that the Obligors would have been in compliance therewith under GAAP as in
effect immediately prior to such change.




     SECTION 1.04. Interpretation. (a) In this Agreement, unless a clear contrary intention appears:




     (i) the singular number includes the plural number and vice versa;




     (ii) reference to any gender includes each other gender;




     (iii) the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section or other
subdivision;




     (iv) unless the context indicates otherwise, reference to any Person includes such
Person’s successors and assigns but, if applicable, only if such successors and assigns are
permitted by this Agreement, including any Person that becomes a successor to WIL or WII as
a result of a Redomestication, and reference to a Person in a particular capacity excludes
such Person in any other capacity or individually, provided that nothing in this
clause (iv) is intended to authorize any assignment not otherwise permitted by this
Agreement;




     (v) except as expressly provided to the contrary herein, reference to any agreement,
document or instrument (including this Agreement) means such agreement, document or
instrument as amended, supplemented or modified and in effect from time to time in
accordance with the terms thereof and, if applicable, the terms hereof, and reference to any
Note or other note includes any note issued pursuant hereto in extension or renewal thereof
and in substitution or replacement therefor;




     (vi) unless the context indicates otherwise, reference to any Article, Section,
Schedule or Exhibit means such Article or Section hereof or such Schedule or Exhibit hereto;




     (vii) the word “including” (and with correlative meaning “include”) means including,
without limiting the generality of any description preceding such term;




     (viii) with respect to the determination of any period of time, except as expressly
provided to the contrary, the word “from” means “from and including” and the word “to” means
“to but excluding”;




     (ix) reference to any law, rule or regulation means such as amended, modified, codified
or reenacted, in whole or in part, and in effect from time to time.



19









 





     (b) The Article and Section headings herein and in the Table of Contents are for convenience
only and shall not affect the construction hereof.



     (c) No provision of this Agreement shall be interpreted or construed against any Person solely
because that Person or its legal representative drafted such provision.



     (d) Unless otherwise specified herein, all dollar amounts expressed herein shall refer to
Dollars.



ARTICLE II

COMMITMENTS; LOANS




     SECTION 2.01. Loans.



          (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to
the Borrowers in Dollars, from time to time during the Availability Period in an aggregate
principal amount that shall not result in (i) such Lender’s Revolving Credit Exposure exceeding
such Lender’s Commitment or (ii) the sum of the total Revolving Credit Exposures of all Lenders
exceeding the total Commitments. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, prepay and reborrow Loans.




          (b) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders
ratably in accordance with their respective Commitments. The failure of any Lender to make any
Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be responsible for any
other Lender’s failure to make Loans as required.




          (c) Subject to Section 2.10, each Borrowing shall be comprised entirely of ABR Loans
or Eurodollar Loans as a Borrower may request in accordance herewith. Each Lender at its option
may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender
to make such Loan; provided that any exercise of such option shall not affect the joint and several
obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.




          (d) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing
shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less
than the Borrowing Minimum. At the time that each ABR Borrowing is made, such ABR Borrowing shall
be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000;
provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the total Commitments or that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 3.01(e). Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time be more than a total of
[seven] Eurodollar Borrowings outstanding.




          (e) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.




20









 








     SECTION 2.02. Requests for Borrowings. To request a Borrowing, a Borrower shall notify the Administrative Agent (and the Administrative
Agent shall promptly thereafter notify the Lenders) of such request by telephone (a) in the case of
a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before
the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York City time, on the date of the proposed Borrowing; provided that any such notice of
an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by
Section 3.01(e) may be given not later than 10:00 a.m., New York City time, on the date of
the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing
Request signed by the Borrower requesting the Borrowing. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with Section 2.01:




     (i) the aggregate amount of the requested Borrowing;




     (ii) the date of such Borrowing, which shall be a Business Day;




     (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;




     (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and




     (v) the location and number of the account of the requesting Borrower to which funds
are to be disbursed, which shall comply with the requirements of Section 2.03.


If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then the requesting Borrower shall be deemed to have selected an Interest Period of one
month’s duration. Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount
of such Lender’s Loan to be made as part of the requested Borrowing.




     SECTION 2.03. Funding of Borrowings.



          (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds (i) by 12:00 noon, New York City time, in the case
of a Borrowing consisting of Eurodollar Loans, and (ii) by 1:00 p.m.,
New York City time, in the case of a Borrowing consisting of ABR Loans, to the account of the
Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent shall make such Loans available to the requesting Borrower by promptly
crediting the amounts so received in like funds to an account of such Borrower maintained with the
Administrative Agent in Houston, Texas, and designated by such Borrower in the applicable Borrowing
Request; provided that an ABR Borrowing made to finance the




21









 







reimbursement of an LC Disbursement as
provided in Section 3.01(e) shall be remitted by the Administrative Agent to the Issuing
Bank.




          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing of Eurodollar Loans (or, in the case of any Borrowing of ABR Loans,
prior to 12:00 noon, New York City time, on the date of such Borrowing) that such Lender shall not
make available to the Administrative Agent such Lender’s share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such assumption,
make available to the requesting Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the Administrative Agent, then
the Borrowers, jointly and severally, and the applicable Lender severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the requesting Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the
greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of
the Borrowers, the interest rate applicable to ABR Borrowings. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such
Borrowing.




     SECTION 2.04. Interest Elections.



          (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, a Borrower may elect to convert such Borrowing to
a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may
elect Interest Periods therefor, all as provided in this Section. A Borrower may elect different
options with respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate Borrowing.




          (b) To make an election pursuant to this Section, a Borrower shall notify the Administrative
Agent of such election by telephone by the time that a Borrowing Request would be required under
Section 2.02 if such Borrower were requesting a Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by
hand delivery or telecopy to the Administrative Agent of a written Interest Election Request
in a form approved by the Administrative Agent and signed by such Borrower.




          (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:





     (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be



22









 







specified
pursuant to clauses (iii) and (iv) below shall be specified for each
resulting Borrowing);




     (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




     (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and




     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.


If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrower making such Interest Election Request shall be deemed to have
selected an Interest Period of one month’s duration.




          (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.




          (e) If a Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies WIL, then, so long as an Event of Default is continuing (1) no outstanding
Borrowing may be converted to or continued as a Eurodollar Borrowing and (2) unless repaid, each
Eurodollar Borrowing shall at the end of the Interest Period applicable thereto be converted to an
ABR Borrowing.




     SECTION 2.05. Termination and Reduction of Commitments.



          (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.




          (b) WIL may at any time terminate, or from time to time reduce, the Commitments; provided that
(i) each reduction of the Commitments shall be in an amount that is an integral multiple of
$1,000,000 and not less than $5,000,000 and (ii) WIL shall not terminate or reduce the Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance with
Section 2.07, the Revolving Credit Exposures would exceed the total Commitments.




          (c) WIL shall notify the Administrative Agent of any election to terminate or reduce the
Commitments under paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by WIL pursuant to this Section shall be





23









 







irrevocable; provided that a notice of termination of the Commitments delivered by WIL may state
that such notice is conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by WIL (by notice to the Administrative Agent on or prior to the
specified effective date) if such condition is not satisfied. Any termination or reduction of the
Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the
Lenders in accordance with their respective Commitments, and each such reduction of each such
Lender’s Commitment shall be applied to the reduction of such Lender’s commitment to make Loans and
acquire LC Exposure in the same proportion as each such commitment bears to such Lender’s total
Commitment immediately prior to such reduction.




     SECTION 2.06. Repayment of Loans; Evidence of Debt.



          (a) The Borrowers hereby jointly and severally and unconditionally promise to pay to the
Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan
on the Maturity Date.




          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.




          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from each Borrower
to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.




          (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of
this Section shall be prima facie evidence of the existence and amounts of the obligations recorded
therein; provided that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of the Borrowers,
jointly and severally, to repay the Loans in accordance with the terms of this Agreement.




          (e) Any Lender may request that Loans made by it be evidenced by a promissory note (all of
such notes being hereinafter collectively referred to as the “Notes”). In such event, the
Borrowers shall prepare, execute and deliver to such Lender a promissory note payable, jointly and
severally, to the order of such Lender and substantially in the form of Exhibit D.
Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 12.05) be represented by one or more Notes
in such form payable to the order of the payee named therein.




     SECTION 2.07. Prepayment of Loans.



          (a) The Borrowers shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of
this Section.




24









 








          (b) A Borrower shall notify the Administrative Agent by telephone (promptly confirmed by
telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not
later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or
(ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of each Borrowing or portion thereof to be
prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice
of termination of the Commitments as contemplated by Section 2.05, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.05. Promptly following receipt of any such notice relating to a Borrowing, the
Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of
any Borrowing shall be in an amount that would be permitted in the case of an advance of a
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.09. All prepayments
under this Section 2.07(b) shall be subject to Section 2.12.




          (c) On the date that a Change of Control of the type described in clause (a)(iii) of
the definition of such term occurs and on the date that is 15 days after the occurrence of any
other type of Change of Control, the Commitments shall terminate and the Borrowers (i) jointly and
severally, shall prepay the principal amount of the Loans and all accrued and unpaid interest
thereon in immediately available funds and (ii) deposit in an account with the Administrative
Agent, in the name of the Administrative Agent for the benefit of the Lenders, an amount in cash
equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon. Such
deposit shall be held by the Administrative Agent for the payment of LC Exposure. The
Administrative Agent shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Such deposits shall be invested so as to earn interest at such rate
on overnight deposits as the Administrative Agent may reasonably obtain, but such investments shall
be made at the Borrowers’ risk and expense. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the joint
and several reimbursement obligations of the Borrowers for the LC Exposure at such time. Moneys in
such account (to the extent not applied as aforesaid) shall be returned to the applicable Borrower
within three Business Days after all LC Exposure shall have been reduced to zero.




          (d) In the event that the sum of the all Lenders’ Revolving Credit Exposures exceeds the
Commitments then in effect, Borrowers jointly and severally shall, without notice or demand,
immediately first, repay or prepay Borrowings, and second, replace outstanding Letters of Credit or
cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in
Section 3.01(j), in an aggregate amount sufficient to eliminate such excess. In the event
that the aggregate LC Exposure exceeds the LC Commitment then in effect, Borrowers jointly and
severally shall, without notice or demand, immediately replace outstanding Letters of Credit or
cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in
Section 3.01(j), in an aggregate amount sufficient to eliminate such excess.





25











 






     SECTION
2.08. Fees.



          (a) The Borrowers, jointly and severally, agree to pay to the Administrative Agent for the
account of each Lender a commitment fee, which shall accrue at the Commitment Fee Rate on the daily
amount of the unused Commitment of such Lender during the period from and including the Effective
Date to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure.
Notwithstanding the foregoing, a Defaulting Lender shall not be entitled to such fee for the period
it is a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the last day of
March, June, September and December of each year and on the date on which the Commitments
terminate, commencing on the first such date to occur after the date hereof; provided that any
commitment fees accruing after the date on which the Commitments terminate shall be payable on
demand. All commitment fees shall be computed on the basis of a year of 365 or 366 days, as
applicable, and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day).




          (b) The Borrowers, jointly and severally, agree to pay (i) to the Administrative Agent for the
account of each Lender a participation fee with respect to its participations in Letters of Credit,
which shall accrue at the same Applicable Margin used to determine the interest rate applicable to
Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates
and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a
fronting fee, which shall accrue at the rate of .125% per annum on the average daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during
the period from and including the Effective Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as
the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder. Notwithstanding the foregoing, a Defaulting
Lender shall not be entitled to such fee for the period it is a Defaulting Lender. Participation
fees and fronting fees accrued through and including the last day of March, June, September and
December of each year shall be payable in Dollars on the third Business Day following such last
day, commencing on the first such date to occur after the Effective Date; provided that all such
fees shall be payable on the date on which the Commitments terminate and any such fees accruing
after the date on which the Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable in Dollars within 10 days
after demand. All participation fees and fronting fees shall be computed on the basis of a year of
365 or 366 days, as applicable, and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).




          (c) On the last day of March, June, September and December of each year, commencing on the
first such date to occur after the date hereof, the Borrowers, jointly and severally, agree to pay
to the Administrative Agent for the account of each Lender a funding fee equal to 0.25% of the
amount of the Revolving Credit Exposure of such Lender as of such date.




26









 





          (d) The Borrowers, jointly and severally, agree to pay to the Administrative Agent for the
account of each Lender a drawing fee of 1.00% of the Loans made as of any date, payable on the date
of making any such Loans.




          (e) The Borrowers, jointly and severally, agree to pay to the Administrative Agent and UBS
Securities LLC, and the other Lenders, fees payable in the amounts and at the times separately
agreed upon pursuant to those certain Fee Letters dated as of the date hereof.




          (f) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for
distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall
not be refundable under any circumstances.




     SECTION
2.09. Interest.



          (a) The Loans comprising each ABR Borrowing shall bear interest at a daily floating rate per
annum, as determined by the Administrative Agent, equal to the greater of (1) the Alternate Base
Rate plus the Applicable Margin for ABR Loans and (2) the rate that would be calculated pursuant to
Section 2.09(b) for a one month Interest Period.




          (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the LIBOR Rate for
the Interest Period in effect for such Borrowing plus the greater of the Applicable Margin for
Eurodollar Loans and the LIBOR Market Rate Spread.




          (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus
the rate otherwise applicable to such Loan as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Borrowings as provided in paragraph (a) of this Section.




          (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the
Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable
on the date of such repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such
Loan shall be payable on the effective date of such conversion.




          (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate or LIBOR Rate shall be
determined by the Administrative Agent, and such determination shall be presumed correct absent
manifest error.




27









 









     SECTION 2.10. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:



          (a) the Administrative Agent determines (which determination shall be presumed correct absent
manifest error) that adequate and reasonable means do not exist for ascertaining the LIBOR Rate, as
applicable, for such Interest Period; or




          (b) the Administrative Agent is advised by the Required Lenders that the LIBOR Rate, as
applicable, for such Interest Period will not adequately and fairly reflect the cost to such
Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;



then the Administrative Agent shall give notice thereof to WIL and the Lenders by telephone or
telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies WIL and
the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any ABR Borrowing to, or continuation of any
Eurodollar Borrowing as, a Eurodollar Borrowing shall be ineffective, and, in the case of any
request for the continuation of a Eurodollar Borrowing, such Eurodollar Borrowing shall on the last
day of the Interest Period applicable thereto be converted to an ABR Borrowing, and (ii) if any
Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing.




     SECTION
2.11. Increased Costs.




     (a) If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the LIBOR Rate) or the Issuing
Bank; or




     (ii) impose on any Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of
Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or
the Issuing Bank hereunder (whether of principal, interest or otherwise), then, subject to the
provisions of Section 4.03, the Borrowers, jointly and severally, shall pay to such Lender
or the Issuing Bank, as the case may be, such additional amount or amounts as shall compensate such
Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction
suffered.




          (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or the
Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s




28









 








holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the
Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company
with respect to capital adequacy), then from time to time the Borrowers, jointly and severally,
shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts
as shall compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
company for any such reduction suffered.




          (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section, along with (i) a calculation
of such amount or amounts, (ii) a description of the specific Change in Law that justifies such
amounts due, and (iii) such other pertinent information related to the foregoing as any Borrower
may reasonably request, shall be delivered to such Borrower and shall be presumed correct absent
manifest error. The Borrowers, jointly and severally, shall pay such Lender or the Issuing Bank,
as the case may be, the correct amount shown as due on any such certificate within 10 days after
receipt thereof.




          (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right
to demand such compensation; provided that no Borrower shall be required
to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 120 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 120-day period referred to above shall be extended to include the period of
retroactive effect thereof.




     SECTION 2.12. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event of Default),
(b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period
applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on
the date specified in any notice delivered pursuant hereto (regardless of whether such notice may
be revoked under Section 2.07(b) and is revoked in accordance therewith), or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of an assignment required by WIL pursuant to Section 4.03(b), then, in
any such event, the Borrowers, jointly and severally, shall compensate each Lender for the loss,
cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or
expense to any Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the principal amount of
such Loan had such event not occurred, at the LIBOR Rate that would have been applicable to such
Loan, for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over



29









 





(ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such Lender would bid
were it to bid, at the commencement of such period, for deposits in the applicable currency of a
comparable amount and period from other banks in the Eurodollar market. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrowers and shall be presumed correct absent manifest error,
and shall set forth a calculation of such amounts and such other information as any Borrower may
reasonably request. The Borrowers, jointly and severally, shall pay such Lender the amount shown
as due on any such certificate within 10 days after receipt thereof.




     SECTION
2.13. Agreement to Defer Exercise of Right of Contribution, Etc. Notwithstanding any payment or payments made by a Borrower (a “Paying Borrower”)
hereunder, or any setoff or application by the Administrative Agent or any Lender of any security
furnished by, or of any credits or claims against, such Paying Borrower, if an Event of Default has
occurred and is continuing, such Paying Borrower will not assert or exercise any rights of the
Administrative Agent or any Lender or of its own, against any other Borrower to recover the amount
of any such payment, setoff or application by the Administrative Agent or any Lender, whether by
way of assertion of any claim, or exercise of any remedy or right of subrogation, reimbursement,
exoneration, contribution, indemnification, participation or otherwise, and whether arising by
contract, by statute, under common law or otherwise, and, if an Event of Default has occurred and
is continuing, such Paying Borrower shall not have any
right to exercise any right of recourse to or any claim against assets or property of the other
Borrowers for such amounts, in each case unless and until all of the Obligations of the Borrowers
have been fully and finally satisfied. If any amount shall be paid to a Paying Borrower by any
other Borrower after payment in full of the Obligations, and the Obligations shall thereafter be
reinstated in whole or in part and the Administrative Agent or any Lender forced to repay to any
Borrower any sums received in payment of the Obligations, the obligations of each Borrower
hereunder shall be automatically pro tanto reinstated and such amount shall be held in trust by the
payee thereof for the benefit of the Administrative Agent and the Lenders and shall forthwith be
paid to the Administrative Agent to be credited and applied to the Obligations, whether matured or
unmatured.



     SECTION 2.14. Intentionally Omitted.



     SECTION 2.15. Intentionally Omitted.



ARTICLE III

LETTERS OF CREDIT




     SECTION 3.01. Letters of Credit.



          (a) General. Subject to the terms and conditions set forth herein, a Borrower may
request the issuance of Letters of Credit, denominated in Dollars, for its own account, in a form
reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time
to time during the Availability Period. The Issuing Bank shall have no obligation to issue, and
Borrowers shall not request the issuance of, any Letter of Credit at any time if after giving
effect to such issuance, the LC Exposure would exceed the LC Commitment or the total




30









 







Revolving
Credit Exposure would exceed the total Commitments. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by a Borrower to, or entered into by a Borrower with, the
Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall
control. Nothing contained in this Article III is intended to limit or restrict the rights
of any Borrower or any Subsidiary to obtain letters of credit from any Person, regardless of
whether such Person is a party hereto.




          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), a Borrower shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (five Business Days in advance of the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the
Letter of Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date
on which such Letter of Credit is to expire (which shall comply with paragraph (c) of
this Section 3.01), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the Issuing Bank, a Borrower also shall submit a
letter of credit application on the Issuing Bank’s standard form in connection with any request for
a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and
upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower
shall be deemed to represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension, (i) the sum of the total Revolving Credit Exposures of all Lenders shall not
exceed the total Commitments and (ii) the LC Exposure shall not exceed the LC Commitment. Unless
the Issuing Bank has received written notice from any Lender, the Administrative Agent or any
Obligor, at least one Business Day prior to the requested date of issuance, amendment, renewal or
extension of the applicable Letter of Credit, that one or more applicable conditions contained in
Section 5.03 shall not then be satisfied, then, subject to the terms and conditions hereof,
the Issuing Bank shall, on the requested date, issue, amend, renew or extend, as applicable, such
Letter of Credit.




          (c) Expiration Date. Each Letter of Credit shall expire no later than the close of
business on the date that is fifteen (15) days prior to the Maturity Date then in effect.




          (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the Borrowers on the date due as provided in paragraph (e) of this
Section 3.01, or of any reimbursement payment required to be refunded to a Borrower for any
reason. Each Lender acknowledges and agrees that its obligation to acquire participations




31









 







pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.




          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrowers, jointly and severally, shall reimburse such LC Disbursement by
paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00
noon, New York City time, on the Business Day immediately following the date that such LC
Disbursement is made, if the Borrowers shall have received notice of such LC Disbursement on the
date that such LC Disbursement is made, or, if such notice has not been received by the Borrowers
on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately
following the date that the Borrowers receive such notice; provided that, if such LC Disbursement
is not less than $1,000,000, the applicable Borrower may, subject to the conditions to borrowing
set forth herein, request in accordance with Section 2.02 or Section 2.03 that such payment be financed with an ABR
Borrowing in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make
such payment shall be discharged and replaced by the resulting ABR Borrowing. If the Borrowers
fail to make such payment when due, the Administrative Agent shall notify each Lender of the
applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such
Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender
shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the
Borrowers, in the same manner as provided in Section 2.03 with respect to Loans made by
such Lender (and Section 2.03 shall apply, mutatis mutandis, to the payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so
received by it from the Lenders. Promptly following receipt by the Administrative Agent of any
payment from a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their
interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the
Issuing Bank for any LC Disbursement (other than the funding of ABR Borrowings as contemplated
above) shall not constitute a Loan and shall not relieve any Borrower of its obligation to
reimburse such LC Disbursement.




          (f) Obligations Absolute. The Borrowers’ joint and several obligations to reimburse
LC Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this
Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity
or enforceability of any Letter of Credit or this Agreement, or any term or provision therein,
(ii) any draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft
or other document that does not comply with the terms of such Letter of Credit, excluding payments
by the Issuing Bank with respect to drafts or other documents that do not comply on their face with
the express terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the provisions of




32









 







this Section,
constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’
obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any
of their Affiliates, shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any
error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or any consequence
arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not
be construed to excuse the Issuing Bank from liability to the Borrowers to the extent of any direct
damages (as opposed to consequential damages, claims in respect of which are hereby waived by the
Borrowers to the extent permitted by applicable law) suffered by a Borrower that are caused by the
Issuing Bank’s failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly
agree that, in the absence of gross negligence, willful misconduct or unlawful acts on the part of
the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in
each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented which appear on their face to
be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its
sole discretion, either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary, or refuse to accept
and make payment upon such documents if such documents are not in strict compliance with the terms
of such Letter of Credit.




          (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower for whose
account the Letter of Credit was issued by telephone (confirmed by telecopy) of such demand for
payment and whether the Issuing Bank has made or shall make an LC Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve any Borrower of its
obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.




          (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless such LC Disbursement is reimbursed by a Borrower in full on the date such LC Disbursement is
made, the unpaid amount thereof shall bear interest, for each day from and including the date such
LC Disbursement is made to but excluding the date that such LC Disbursement is reimbursed, at the
rate per annum then applicable to ABR Borrowings; provided that, if the Borrowers fail to reimburse
such LC Disbursement when due pursuant to paragraph (e) of this Section 3.01, then
Section 2.09(d)(ii) shall apply. Interest accrued pursuant to this paragraph shall be for
the account of the Issuing Bank, except that interest accrued on and after the date of payment by
any Lender pursuant to paragraph (d) of this Section 3.01 to reimburse the Issuing
Bank shall be for the account of such Lender to the extent of such payment.




33









 








          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by
written agreement among WIL, the Administrative Agent, the replaced Issuing Bank and the successor
Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the Borrowers, jointly and
severally, shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant
to Section 2.08(b). From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to
the term “Issuing Bank” shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.
After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party
hereto and shall continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not
be required to issue additional Letters of Credit.




          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on
the Business Day that the Borrowers receive notice from the Administrative
Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders
with LC Exposure representing greater than 51% of the total LC Exposure) demanding the deposit of
cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders,
an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest
thereon; provided that the joint and several obligation of the Borrowers to deposit such cash
collateral shall become effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to a Borrower described in clauses (f) or (g) of Section 9.01.
If the Borrowers are required to provide cash collateralization pursuant to Section 3.01,
the Borrowers shall deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Lenders, Dollars in the amount required by
Section 3.01, plus any accrued and unpaid interest thereon. Any such deposits pursuant to
this paragraph (j) shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent
shall have exclusive dominion and control, as defined in the Uniform Commercial Code of the State
of New York, including the exclusive right of withdrawal, over such account. The Administrative
Agent shall have no obligation to pay interest on the investment of such deposits, but the
Administrative Agent shall invest such deposits in a manner consistent with the Administrative
Agent’s management of its own overnight cash investments, which investments shall be made at the
Borrowers’ risk and expense. Interest or profits, if any, on such investments shall accumulate in
such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the
Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the joint and several reimbursement obligations of
the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51%
of the total LC Exposure), be applied to satisfy other obligations of the Borrowers under this
Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such




34









 







amount (to the extent not applied as
aforesaid) shall be returned to the Borrowers within three Business Days after all Events of
Default have been cured or waived.




          (k) Other. The Issuing Bank shall be under no obligation to issue any Letter of
Credit if





     (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit,
or any Requirement of Law applicable to the Issuing Bank or any request or directive
(whether or not having the force of law) from any Governmental Authority with jurisdiction
over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the
issuance of letters of credit generally or such Letter of Credit in particular or shall
impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve
or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder)
not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed
loss, cost or expense which was not applicable on the Effective Date and which the Issuing
Bank in good faith deems material to it;




     (ii) the issuance of such Letter of Credit would violate one or more policies of the
Issuing Bank; or




     (iii) any Lender is at such time a Defaulting Lender, unless the Issuing Bank has
entered into satisfactory arrangements with Borrowers or such Lender to eliminate the
Issuing Bank’s risk with respect to such Lender.


The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the Issuing Bank
would have no obligation at such time to issue such Letter of Credit in its amended form under the
terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed
amendment to such Letter of Credit.




          (l) Defaulting Lenders. If at any time a Lender shall be a Defaulting Lender, then,
upon written notice thereof to WIL not later than 11:00 a.m., New York City time two Business Days
prior to the date such deposit is to be effected, the Issuing Bank shall have the right to require
the Borrowers to deposit, as cash collateral, with the Administrative Agent an amount in cash equal
to the Pro Rata Percentage of such Defaulting Lender times then outstanding LC Exposure plus all
accrued and unpaid interest thereon into such accounts as may be directed by the Issuing Bank and
the Administrative Agent on terms and conditions satisfactory to the Issuing Bank and the
Administrative Agent. Funds so deposited shall be invested in overnight investments and applied by
the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the satisfaction of
outstanding reimbursement obligations. If the Borrowers are required to provide an amount of cash
collateral pursuant to this Section 3.01(l), such amount plus any accrued interest or
realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be
returned to WIL within three Business Days after the first date that there shall be no Defaulting
Lenders and the Issuing Bank is satisfied that all of the LC Exposure is allocated to Lenders that
are not Defaulting Lenders.




35









 








ARTICLE IV

PAYMENTS; PRO RATA TREATMENT; TAXES




     SECTION 4.01. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. Each Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Sections 2.11, 2.12 or 4.02, or otherwise) prior to 12:00 noon, New York
City time, on the date when due, in immediately available funds, without set-off or counterclaim.
Any amounts received after such time on any date may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the Administrative Agent at its
offices at 270 Park Avenue, New York, New York, except payments to be made directly to the Issuing
Bank as expressly provided herein and except that payments pursuant to Sections 2.11,
2.12, 4.02 and 12.04 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall
be payable for the period of such extension. All payments hereunder shall be made in Dollars. Any
payment required to be made by the Administrative Agent hereunder shall be deemed to have been made
by the time required if the Administrative Agent shall, at or before such time, have taken the
necessary steps to make such payment in accordance with the regulations or operating procedures of
the clearing or settlement system used by the Administrative Agent to make such payment.



          (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.




          (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in
LC Disbursements resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon
than the proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans and participations in LC
Disbursements of other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and participations in LC Disbursements; provided that
(i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by a




36









 







Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of
or sale of a participation in any of its Loans or participations in LC Disbursements to any
assignee or participant, other than to a Borrower or any Subsidiary or Affiliate thereof (as to
which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such Borrower rights of
set-off and counterclaim with respect to such participation as fully as if such Lender were a
direct creditor of such Borrower in the amount of such participation.




          (d) Unless the Administrative Agent shall have received notice from a Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Bank hereunder that such Borrower shall not make such payment, the Administrative Agent may
assume that such Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the
Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if a Borrower
has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may
be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation.




          (e) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 3.01(d), 3.01(e), 2.03(b) or 4.01(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of such Lender to
satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are
fully paid.




     SECTION 4.02. Taxes.



          (a) Any and all payments by or on account of any obligation of the Borrowers hereunder shall
be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided
that if any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable under this Section)
the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) such Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.




          (b) The Borrowers, jointly and severally, shall indemnify the Administrative Agent, each
Lender and the Issuing Bank, within 20 days after written demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing
Bank, as the case may be, on or with respect to any payment by or on account of any obligation of a
Borrower hereunder (including Indemnified Taxes or Other Taxes





37









 







imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender or
the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Bank, shall be presumed correct absent manifest error.




          (c) Any Lender that is entitled to an exemption from or reduction of withholding tax under the
law of the jurisdiction in which a Borrower is located or treated as located for income Tax
purposes, or any treaty to which any such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to such Borrower (with a copy to the Administrative Agent), at the
time or times prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by
such Borrower as shall permit such payments to be made without withholding or at a reduced
rate.




          (d) If the Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes paid by a Borrower or with respect to which a
Borrower has paid additional amounts pursuant to this Section 4.02, it shall pay over such
refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts
paid, by such Borrower under this Section 4.02 with respect to the Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such
Lender and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided that each Borrower, upon the request of the Administrative
Agent or such Lender, agrees to repay promptly the amount paid over to such Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority with respect to
such amount) to the Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority. This Section shall not
be construed to require the Administrative Agent or any Lender to make available its Tax returns
(or any other information relating to its Taxes which it deems confidential) to any Borrower or any
other Person.




          (e) Without limiting the generality of the foregoing, each Foreign Lender shall deliver to
each Borrower and the Administrative Agent on the Effective Date or upon the effectiveness of any
Assignment and Assumption by which it becomes a party to this Agreement (i) two duly completed
copies of United States Internal Revenue Service Form W-8ECI, W-8BEN, W-8EXP or W-8IMY or other
applicable governmental form, as the case may be, certifying in each case that such Lender is
entitled to receive payments under this Agreement and the Notes payable to it without deduction or
withholding of any United States federal income Taxes, as if each Borrower were incorporated under
the laws of the United States or a State thereof, and (ii) any other governmental forms which are
necessary or required under an applicable Tax treaty or otherwise by law to eliminate any
withholding Tax or which have been reasonably requested by the Borrowers. Each Lender which
delivers to the Borrowers and the Administrative Agent a Form W-8ECI, W-8BEN, W-8EXP or W-8IMY or
other applicable governmental form pursuant to the preceding sentence further undertakes to deliver
to the Borrowers and the Administrative Agent two further copies of such form on or before the date
that any such form expires (currently, three successive calendar years for Form W-8BEN or




38









 







Form W-8ECI) or becomes obsolete or after the occurrence of any event requiring a change in the most
recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as
may reasonably be requested by a Borrower and the Administrative Agent, in each case certifying
that such Lender is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income Taxes, unless an event (including any change in
treaty, law or regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would prevent such Lender
from duly completing and delivering any such form with respect to it and such Lender advises the
Borrowers and the Administrative Agent that it is not capable of receiving payments without any
deduction or withholding of United States federal income Taxes and in any such event, each Borrower
shall withhold Taxes at the rate and in the manner required by the laws of the United States with
respect to payments made to such a Lender and shall be required
to pay any additional amounts or indemnify such a Lender pursuant to this Section 4.02
with respect to such withheld Taxes.




          (f) The Borrowers, jointly and severally, will remit to the appropriate Governmental
Authority, prior to delinquency, all Indemnified Taxes and Other Taxes payable in respect of any
payment. Within 30 days after the date of any payment of Indemnified Taxes or Other Taxes, the
applicable Borrower will furnish to the Administrative Agent the original or a certified copy of a
receipt evidencing payment of such Indemnified Taxes or Other Taxes or such other evidence thereof
as may be reasonably satisfactory to the Administrative Agent.




          (g) Any payment of obligation of Borrowers under this Section 4.02 shall be subject to
the provisions of Section 4.03.




     SECTION 4.03. Mitigation Obligations; Replacement of Lenders; Replacement of Issuing
Bank.



          (a) If any Lender requests compensation under Section 2.11, or if a Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 4.02, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.11 or 4.02, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrowers hereby, jointly and severally, agree to pay all
reasonable costs and expenses incurred by any Lender in connection with any such designation or
assignment.




          (b) If (i) any Lender requests compensation under Section 2.11, or (ii) a Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 4.02, or (iii) any Lender is a Defaulting Lender, or
(iv) any Lender fails to provide its consent to a Redomestication under the laws of a jurisdiction
(other than the United Kingdom or The Kingdom of the Netherlands) outside of the United States,
then WIL may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in




39









 







accordance with and subject to the restrictions contained in Section 12.05), all its interests, rights and obligations
under this Agreement to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (1) WIL shall have received the
prior written consent of the Issuing Bank and, if such assignee is not already a Lender hereunder,
the Administrative Agent, which consent of the Issuing Bank and the Administrative Agent (if
applicable) shall not be unreasonably withheld, conditioned or delayed, (2) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans and participations in
LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all
other amounts) and (3) in the case of any such assignment resulting from a claim for compensation
under Section 2.11 or payments required to be made pursuant to Section 4.02, such
assignment shall result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling WIL to require such assignment and delegation
cease to apply and such Lender neither received nor continued to claim any such compensation or
payment.




          (c) If the Issuing Bank refuses to approve any Commitment Increase under Section 2.15,
then WIL may, at its sole expense and effort, upon notice to the Issuing Bank and the
Administrative Agent, replace the Issuing Bank; provided that (i) if the successor Issuing Bank is
not already a Lender hereunder, WIL shall have received the prior written consent of the
Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed and
(ii) if there are any Letters of Credit outstanding at the time of any such replacement, such
replacement shall not become effective until each such outstanding Letter of Credit (A) shall have
expired, (B) shall have been cancelled, (C) shall have been replaced with one or more Letters of
Credit issued by the replacement Issuing Bank on the effective date of such replacement or
(D) shall be supported by a “back-to-back” Letter of Credit issued by the replacement Issuing Bank
on the effective date of such replacement. The Administrative Agent shall notify the Lenders of
any such replacement of the Issuing Bank pursuant to this Section 4.03(c). At the time any
such replacement shall become effective, the Borrowers, jointly and severally, shall pay all unpaid
fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.08(b).
From and after the effective date of any such replacement, (x) the successor Issuing Bank shall
have all the rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (y) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such
successor and all previous Issuing Banks, as the context shall require. After the replacement of
an Issuing Bank under this Section 4.03(c), to the extent any Letters of Credit issued by
the replaced Issuing Bank remain outstanding after such replacement, the replaced Issuing Bank
shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing
Bank under this Agreement with respect to such Letters of Credit, but shall not be required to
issue additional Letters of Credit.




40









 








ARTICLE V

CONDITIONS PRECEDENT




     SECTION 5.01. Conditions Precedent to the Effective Date. The obligation of each Lender to make any Loan on or after the date hereof or the Issuing Bank
to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for
the account of any Borrower is subject to the following conditions:



          (a) The Administrative Agent shall have received the following:




          (i) this Agreement executed by each party hereto;




     (ii) the appropriate Notes of the Borrowers, if any, payable to each applicable Lender,
duly completed and executed and dated the Effective Date;





     (iii) a certificate of a Responsible Officer of each Obligor, dated the Effective Date
and certifying, inter alia (A) true and complete copies of the memorandum of association and
bye-laws or the bylaws and certificate of incorporation or other organizational documents,
each as amended and in effect, of such Obligor and the resolutions adopted by the Board of
Directors of such Obligor (1) authorizing the execution, delivery and performance by such
Obligor of this Agreement and the other Loan Documents to which it is or shall be a party
and the borrowing of the Loans to be made, and the request for the Letters of Credit to be
issued, hereunder and (2) authorizing officers of such Obligor to execute and deliver the
Loan Documents to which it is or shall be a party and any related documents, including any
agreement contemplated by this Agreement, and (B) (1) that the representations and
warranties made by such Obligor in any Loan Document to which such Obligor is a party and
which shall be delivered at or prior to the Effective Date are true and correct in all
material respects as of the Effective Date, except for those that by their express terms
apply to an earlier date which shall be true and correct in all material respects as of such
earlier date, (2) the absence of any proceedings for the dissolution, liquidation or winding
up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or
Event of Default;




     (iv) a certificate of the secretary or an assistant secretary of each of WIL and WII,
dated the Effective Date hereof and certifying the incumbency and specimen signatures of the
officers of such Obligor executing any documents on its behalf;




     (v) favorable, signed opinions addressed to the Administrative Agent and the Lenders
dated the Effective Date from (A) Fulbright & Jaworski L.L.P., counsel to the Obligors, and
(B) Conyers Dill & Pearman, special Bermuda counsel to WIL, each given upon the express
instruction of the applicable Obligor; and




     (vi) copies of the memorandum of association, articles or certificates of incorporation
or other similar organizational documents of each Obligor certified as of a recent date
prior to the Effective Date by the appropriate Governmental Authority and certificates of
appropriate public officials as to the existence, good standing and qualification to do
business as a foreign corporation, of each Obligor in each jurisdiction in which the
ownership of its properties or the conduct of its business requires such



41









 






qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse
Effect.



          (b) The Administrative Agent shall have received evidence satisfactory to it that all material
consents of each Governmental Authority and of each other Person, if any, reasonably required in
connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and
the other Loan Documents have been satisfactorily obtained.




          (c) The Borrowers shall have paid (i) to the Administrative Agent and the Lenders, as
applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the
Effective Date, and (ii) to Baker Botts L.L.P. pursuant to Section 12.03 all fees and
disbursements invoiced at or before 10:00 a.m. (New York City time) on the Effective Date by
said firm to the Borrowers, on the Effective Date.




          (d) The Existing Agreements shall be in full force and effective with aggregate “Commitments”
(as defined therein) of at least $1,750,000,000.




     SECTION 5.02. [Intentionally Omitted].



     SECTION 5.03. Conditions Precedent to All Credit Events. The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the
date hereof and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit on or
after the date hereof is subject to the further conditions precedent that, on the date such Loan is
made or Letter of Credit is issued, amended, renewed or extended:



          (a) The conditions precedent set forth in Section 5.01 shall have theretofore been
satisfied.




          (b) The representations and warranties set forth in Article VI and in the other Loan
Documents shall be true and correct in all material respects as of, and as if such representations
and warranties were made on, the date of such Borrowing or the date of issuance, amendment, renewal
or extension of such Letter of Credit, as applicable (unless such representation and warranty
expressly relates to an earlier date, in which case such representation and warranty shall continue
to be true and correct as of such earlier date), and the Obligors shall be deemed to have certified
to the Administrative Agent and the Lenders that such representations and warranties are true and
correct in all material respects by a Borrower’s delivery of (i) in the case of a Borrowing, a
Borrowing Request or (ii) in the case of an issuance, amendment, renewal or extension of a Letter
of Credit, a notice thereof.




          (c) The Administrative Agent shall have received (i) in the case of a Borrowing, a duly
executed Borrowing Request by the time and on the Business Day specified under
Section 2.02, and (ii) in the case of an issuance, amendment, renewal or extension of a
Letter of Credit, a notice thereof as required by Section 3.01(b) not later than 11:00
a.m., New York City time, three Business Days before the date such Letter of Credit is to be
issued, amended, renewed or extended.




          (d) No Default or Event of Default shall have occurred and be continuing or would result from
such Credit Event.




42









 








          (e) The Additional Credit Condition exists on such date and the Obligors shall have less than
$600 million of unrestricted cash on their balance sheets on such date, free and clear of any Lien.




          (f) The Administrative Agent and the Lenders shall have received such other approvals,
opinions or documents as the Administrative Agent or the Required Lenders may reasonably request.



The acceptance of the benefits of each Credit Event shall constitute a representation and warranty
by each of the Obligors to each of the Lenders that all of the conditions specified in this
Section 5.03 above have been satisfied as of that time.




     SECTION 5.04. Delivery of Documents. All of the Notes, certificates, legal opinions and other documents and papers referred to in
this Article V, unless otherwise specified, shall be delivered to the Administrative Agent
for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or
copies for each of the Lenders and shall be satisfactory in form and substance to the
Administrative Agent.



ARTICLE VI

REPRESENTATIONS AND WARRANTIES




     To induce the Lenders to enter into this Agreement and to make the Loans and issue or
participate in Letters of Credit, each Obligor represents and warrants as to itself, and WIL
represents and warrants as to the other Obligors (such representations and warranties to survive
any investigation and the making of the Loans), to the Lenders, the Issuing Bank and the
Administrative Agent as follows:



     SECTION 6.01. Organization and Qualification. Each Obligor and each Material Subsidiary (a) is a company, corporation, partnership, or entity
having limited liability that is duly organized or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate,
partnership or other power and authority to own its property and to carry on its business as now
conducted and (c) is duly qualified as a foreign corporation or other foreign entity to do business
and is in good standing in every jurisdiction in which the failure to be so qualified would,
together with all such other failures of the Obligors and their Subsidiaries, have a Material
Adverse Effect.



     SECTION 6.02. Authorization, Validity, Etc. Each Obligor has the corporate or other power and authority to execute, deliver and perform its
obligations hereunder and under the other Loan Documents to which it is a party and to obtain the
Loans and request Letters of Credit, and all such action has been duly authorized by all necessary
corporate, partnership or other proceedings on its part or on its behalf. This Agreement has been
duly and validly executed and delivered by or on behalf of each Obligor and constitutes valid and
legally binding agreements of such Obligor enforceable against such Obligor in accordance with the
terms hereof, and the Notes and the other Loan Documents to which such Obligor is a party, when
duly executed and delivered by or on behalf of such Obligor, shall constitute valid and legally
binding obligations of such Obligor enforceable in accordance with the respective terms thereof and
of this Agreement, except, in each case (a) as may be limited by bankruptcy, insolvency,
reorganization,



43









 




moratorium, fraudulent transfer or other similar laws relating to or affecting the
enforcement of creditors’ rights generally, and by general principles of equity which may limit the
right to obtain equitable remedies (regardless of whether such enforceability is a proceeding in
equity or at law) and (b) as to the enforceability of
provisions for indemnification and the limitations thereon arising as a matter of law or public
policy.




     SECTION
6.03. Governmental Consents, Etc. No authorization, consent, approval, license or exemption of or filing or registration with
any Governmental Authority, is necessary for the valid execution, delivery or performance by any
Obligor of any Loan Document to which it is a party, except those that have been obtained and are
in full force and effect and such matters relating to performance as would ordinarily be done in
the ordinary course of business after the Effective Date.



     SECTION 6.04. No Breach or Violation of Law or Agreements. Neither the execution, delivery and performance by any Obligor of the Loan Documents to which it
is a party, nor compliance with the terms and provisions thereof, nor the extensions of credit
contemplated by the Loan Documents, (a) shall breach or violate any applicable Requirement of Law,
(b) shall result in any breach or violation of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien upon any of its property
or assets pursuant to the terms of, any indenture, agreement or other instrument to which it or any
of its consolidated Subsidiaries is party or by which any property or asset of it or any of its
consolidated Subsidiaries is bound or to which it is subject, except for breaches, violations and
defaults under clauses (a) and (b) that collectively for the Obligors shall not
have a Material Adverse Effect or (c) shall violate any provision of the organizational documents
or by-laws of any Obligor.



     SECTION 6.05. Litigation. As of the Effective Date, except for actions, suits or proceedings described in the filings made
by WIL with the Securities and Exchange Commission pursuant to the Exchange Act, (a) there are no
actions, suits or proceedings pending or, to the best knowledge of WIL, threatened against any
Obligor or against any of their respective properties or assets that are reasonably likely to have
(individually or collectively) a Material Adverse Effect and (b) to the best knowledge of WIL,
there are no actions, suits or proceedings pending or threatened that purport to affect or pertain
to the Loan Documents or any transactions contemplated thereby.



     SECTION 6.06. Information; Financial Statements. All information heretofore furnished by the Obligors to the Administrative Agent or any Lender
in connection with this Agreement when considered together with the disclosures made herein, in the
other Loan Documents and in the filings made by any Obligor with the Securities and Exchange
Commission pursuant to the Exchange Act, did not as of the date thereof and shall not as of the
Effective Date, when read together and taken as a whole, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements contained therein
not misleading in any material respect. As of the Effective Date, there has been no material
adverse change since December 31, 2007 in the financial condition, business or operations of WIL
and its Subsidiaries taken as a whole which could reasonably be expected to have a Material Adverse
Effect.




44












 





     SECTION 6.07. Investment Company Act . No Obligor nor any of its Subsidiaries is, or is regulated as, an “investment company,” as such
term is defined in the Investment Company Act of 1940 (as adopted in the United States), as
amended.



     SECTION
6.08. ERISA.



          (a) Each Obligor and each ERISA Affiliate has maintained and administered each Plan in
compliance with all applicable laws, except for such instances of noncompliance as have not
resulted in and would not reasonably be expected to have a Material Adverse Effect.




          (b) No accumulated funding deficiency (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived, exists or is reasonably expected to be incurred with respect to any
Plan, other than such accumulated funding deficiencies as would not in the aggregate reasonably be
expected to have a Material Adverse Effect.




          (c) No Obligor and its ERISA Affiliates have incurred or reasonably expect to incur withdrawal
liabilities under Sections 4201 or 4204 of ERISA in respect of Multiemployer Plans that in the
aggregate would reasonably be expected to have a Material Adverse Effect.




     SECTION 6.09. Tax Returns and Payments. Each Obligor and each Material Subsidiary has caused to be filed all United States federal
income tax returns and other material tax returns, statements and reports (or obtained extensions
with respect thereto) which are required to be filed and have paid or deposited or made adequate
provision in accordance with GAAP for the payment of all taxes (including estimated taxes shown on
such returns, statements and reports) which are shown to be due pursuant to such returns, except
where the failure to pay such taxes (collectively for the Obligors and the Material Subsidiaries,
taken as a whole) would not have a Material Adverse Effect. No material income tax liability of
any Obligor or any Material Subsidiary has been asserted by the Internal Revenue Service of the
United States or any other Governmental Authority for any taxes in excess of those already paid,
except for taxes which are being contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP have been created on the books of the Obligors and their
Subsidiaries.



     SECTION 6.10. Requirements of Law. The Obligors and each of their consolidated Subsidiaries are in compliance with all Requirements
of Law, applicable statutes, regulations and orders of, and all applicable restrictions imposed by,
all Governmental Authorities in respect of the conduct of its business and the ownership of their
property, except for such non-compliances which, in the aggregate, would not have a Material
Adverse Effect.



     SECTION 6.11. No Default. No Default or Event of Default has occurred and is continuing.



ARTICLE VII

AFFIRMATIVE COVENANTS




     Each Obligor covenants and agrees that prior to the termination of this Agreement it shall
duly and faithfully perform, and (as applicable) cause its Subsidiaries to perform, each and all of
the following covenants:



45









 





     SECTION 7.01. Information Covenants. Each Obligor shall furnish or cause to be furnished to the Administrative Agent and each Lender:



          (a) As soon as available, and in any event within 45 days after the end of each of the first
three quarterly accounting periods in each fiscal year, the Quarterly Report on Form 10-Q, or its
equivalent, of WIL; provided that WIL shall be deemed to have furnished said Quarterly Report on
Form 10-Q for purposes of this Section 7.01(a) if the same shall have timely been made
available on “EDGAR” and/or on its home page on the worldwide web (as the date of this Agreement
located at www.weatherford.com) and WIL shall have complied with Section 7.01(c) in
respect thereof.




          (b) As soon as available, and in any event within 90 days after the close of each fiscal year,
the Annual Report on Form 10-K, or its equivalent, of WIL for such fiscal year, certified by Ernst
& Young LLP or other independent certified public accountants of recognized national standing
reasonably acceptable to the Administrative Agent and the Required Lenders, whose certification
shall be without qualification or limitation; provided that (i) WIL shall be deemed to have
furnished said Annual Report on Form 10-K for purposes of this Section 7.01(b) if the same
shall have timely been made available on “EDGAR” and/or on its home page on the worldwide web (at
the date of this Agreement located at www.weatherford.com) and WIL shall have complied with
Section 7.01(c) in respect thereof, and (ii) if said Annual Report on Form 10-K contains
the report of such independent public accountants (without qualification or exception, and to the
effect, as specified above), no Obligor shall be required to deliver such report.




          (c) Promptly after the same become publicly available (whether on “EDGAR” or WIL’s homepage on
the worldwide web or otherwise), notice to the Administrative Agent of the filing of all periodic
reports, and all amendments to such reports, on Form 10-K or Form 10-Q, and all definitive proxy
statements filed by any Obligor or any of its Subsidiaries with the Securities and Exchange
Commission, or any Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by WIL to its shareholders
generally, as the case may be (and in furtherance of the foregoing, WIL will give to the
Administrative Agent prompt written notice of any change at any time or from time to time of the
location of WIL’s home page on the worldwide web).




          (d) Promptly, and in any event within ten Business Days after any Responsible Officer of such
Obligor obtains knowledge of





     (i) any event or condition (excluding events or conditions constituting generalized
market conditions affecting WIL and its competitors in substantially the same way) which
would reasonably be expected to have a Material Adverse Effect; or




     (ii) any event or condition which constitutes a Default or an Event of Default; or




     (iii) the occurrence of a Change of Control or Change of Control Event;


a notice of such event or condition, specifying the nature thereof.





46









 








          (e) Within five Business Days after the delivery of the financial statements provided for in
Sections 7.01(a) and 7.01(b), a certificate of a Responsible Officer of WIL
substantially in the form of Exhibit F.




          (f) Promptly, and in any event within 30 days after any Responsible Officer of such Obligor
obtains knowledge thereof, notice:





     (i) of the occurrence or expected occurrence of (A) any Reportable Event with respect
to any Plan, (B) a failure to make any required contribution to a Plan, (C) any Lien in
favor of the PBGC or a Plan, or (D) any withdrawal from, or the termination, reorganization
or insolvency (within the meaning of such terms as used in ERISA) of, any Multiemployer
Plan, in each case which would reasonably be expected to have a Material Adverse Effect.




     (ii) of the institution of proceedings or the taking of any other action by the PBGC or
WIL or any ERISA Affiliate or any Multiemployer Plan with respect to the withdrawal from, or
the termination, reorganization or insolvency (within the meaning of such terms as used in
ERISA) of, any Plan, which withdrawal, termination, reorganization or insolvency would
reasonably be expected to have a Material Adverse Effect, except that no notice shall be
required with respect to the merger of a defined contribution plan of one ERISA Affiliate
into a defined contribution plan of another ERISA Affiliate, and




     (iii) of each request for waiver of the funding standards or extension of the
amortization periods required by ERISA or Section 412 of the Code promptly after the request
is submitted by WIL or any ERISA Affiliate to the Secretary of the Treasury, the Department
of Labor, the Internal Revenue Service or any other applicable Governmental Authority.



          (g) From time to time and with reasonable promptness, such other non-confidential information
or documents (financial or otherwise) with respect to any Obligor or any of its Subsidiaries as the
Administrative Agent or any Lender through the Administrative Agent may reasonably request.




     SECTION 7.02. Books, Records and Inspections. Such Obligor shall, and shall cause each of the Material Subsidiaries and each other Borrower
(to the extent such other Borrower is not a Material Subsidiary), to permit, or cause to be
permitted, any Lender, upon written notice, to visit and inspect any of the properties of such
Obligor and its Subsidiaries, to examine the books and financial records of such Obligor and its
Subsidiaries and to discuss the affairs, finances and accounts of any such Obligor with a
Responsible Officer of such Obligor, such Subsidiaries, all at such reasonable times and as often
as such Lender(s), through the Administrative Agent, may reasonably request.



     SECTION 7.03. Insurance. Such Obligor shall, and shall cause each of the Material Subsidiaries and each other Borrower
(to the extent such other Borrower is not a Material Subsidiary), to maintain or cause to be
maintained insurance with respect to its property and



47









 







business against such liabilities and risks,
in such types and amounts and with such deductibles or self-insurance risk retentions, in each case
as are in accordance with normal industry practice.



     SECTION 7.04. Payment of Taxes and other Claims. Such Obligor shall, and shall cause each of the Material Subsidiaries and each other Borrower
(to the extent such other Borrower is not a Material Subsidiary), to pay or discharge or cause to
be paid or discharged, before the same shall become delinquent, all taxes, assessments and
governmental charges levied or imposed upon such Obligor or such Material Subsidiary or Borrower,
as applicable, or upon the income, profits or property of such Obligor or such Material Subsidiary
or Borrower, as applicable, except for (i) such taxes, assessments or governmental charges as would
not, individually or in the aggregate, have a Material Adverse Effect and (ii) any such tax,
assessment or governmental charge whose amount, applicability or validity is being contested in
good faith by appropriate proceedings and for which adequate reserves have been established in
accordance with GAAP.



     SECTION 7.05. Existence. Except as expressly permitted pursuant to Section 8.02, each such Obligor shall do all
things necessary to preserve and keep in full force and effect the corporate or other existence,
rights and franchises of such Obligor and each other Borrower.



     SECTION 7.06. ERISA Information and Compliance. WIL covenants that it shall and shall cause each ERISA Affiliate to comply, with respect to each
Plan and Multiemployer Plan, with all applicable provisions of ERISA and the Code, except to the
extent that any failure to comply would not reasonably be expected to have a Material Adverse
Effect.



     SECTION
7.07. Purpose of Letters of Credit and Loans.



          (a) All Letters of Credit and all proceeds of the Loans shall be used by the Borrowers for
working capital and general corporate purposes, including providing support for commercial paper
issued by any of the Borrowers and providing liquidity and other financial accommodations to the
Borrowers and their Subsidiaries; provided that such proceeds shall not be used to repurchase or
redeem any Capital Stock of WII or any Subsidiary thereof.




          (b) Neither any Letter of Credit nor the proceeds of any Loan under this Agreement shall be
used directly or indirectly for the purpose of buying or carrying any “margin stock” within the
meaning of Regulation U (herein called “margin stock”) or for the purpose of reducing or retiring
any indebtedness which was originally incurred to buy or carry a margin stock, or for any other
purpose which would constitute this transaction a “purpose” credit within the meaning of
Regulation U. No Obligor nor any agent acting on its behalf shall take any action which would
cause this Agreement or any other Loan Document to violate Regulation T, U or X, or any other
regulation of the Board or to violate the Exchange Act. After applying the proceeds of the Loans
or any Letter of Credit, not more than 25 percent of the value (as determined by any reasonable
method) of the assets of each Obligor is represented by margin stock.





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ARTICLE VIII

NEGATIVE COVENANTS




     Each Obligor covenants and agrees with the Administrative Agent and the Lenders that prior to
the termination of this Agreement it shall duly and faithfully perform, and cause its Subsidiaries
to perform, each and all of the following covenants:



     SECTION 8.01. Material Change in Business. WIL shall not, and shall not permit its Material Subsidiaries and each other Borrower (to the
extent such other Borrower is not a Material Subsidiary), to engage in any material business
substantially different from those carried on by WIL and its consolidated Subsidiaries taken as a
whole on the date hereof and any businesses reasonably related thereto.



     SECTION
8.02. Consolidation, Merger, or Sale of Assets, Etc.



          (a) WIL shall not, and shall not permit any consolidated Subsidiary to, merge into or
consolidate or amalgamate with any other Person, or permit any other Person to merge into or
consolidate or amalgamate with it, except that, if at the time thereof and immediately after giving
effect thereto no Default or Event of Default shall have occurred and be continuing, WIL or any
consolidated Subsidiary may merge into or consolidate or amalgamate with any other Person, or
permit any other Person to merge into or consolidate or amalgamate with it, provided that:





     (i) in the case of a merger, a consolidation or an amalgamation involving WIL, if WIL
is not the surviving Person, the surviving Person shall (A) execute and deliver to the
Administrative Agent an instrument, in form and substance satisfactory to the Administrative
Agent, whereby such surviving Person shall become a party to this Agreement and assume all
rights and obligations of WIL hereunder and (B) deliver to the
Administrative Agent an opinion of counsel in form, scope and substance reasonably
satisfactory to the Administrative Agent; and




     (ii) in the case of a merger, a consolidation or an amalgamation involving any Obligor
other than WIL, if neither such Obligor, WIL nor another Obligor that is a Wholly-Owned
Subsidiary of WIL is the surviving Person, then the surviving Person shall (A) be a
Wholly-Owned Subsidiary of WIL after giving effect to such merger, consolidation or
amalgamation, (B) execute and deliver to the Administrative Agent an instrument, in form and
substance satisfactory to the Administrative Agent, whereby such surviving Person shall
become a party to this Agreement and assume all rights and obligations of such Obligor
hereunder and (C) deliver to the Administrative Agent an opinion of counsel in form, scope
and substance reasonably satisfactory to the Administrative Agent.



          (b) Except as permitted by Section 8.02(a)(i), neither WIL nor any consolidated
Subsidiary shall, directly or indirectly, in one transaction or a series of transactions, sell,
lease, transfer or otherwise dispose of (including by merger, consolidation or amalgamation), all
or substantially all of the assets of WIL and its consolidated Subsidiaries, taken as a whole.




49









 








          (c) Notwithstanding the foregoing provisions, (i) this Section 8.02 shall not prohibit
any Redomestication and (ii) in the case of any transaction specified in the foregoing paragraphs
(a) and (b), WIL and its consolidated Subsidiaries shall be in compliance, on a pro
forma basis after giving effect to such transaction, with the covenants contained in this
Article VIII recomputed as of the last day of the most recently ended fiscal quarter of WIL
as if such transaction had occurred on the first day of each relevant period for testing such
compliance.




          (d) WIL shall not, and shall not permit any other Obligor to, wind up, liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto no Default or Event
of Default shall have occurred and be continuing, any Obligor other than WIL may wind up, liquidate
or dissolve if (i) the owner of all of the Capital Stock of such Obligor immediately prior to such
event shall be WIL, a Wholly-Owned Subsidiary of WIL, the New Parent or a direct or indirect
Wholly-Owned Subsidiary of the New Parent and (ii) if such owner is not then an Obligor, such owner
shall execute and deliver to the Administrative Agent (A) a guaranty of the Obligations in form and
substance reasonably satisfactory to the Administrative Agent, (B) an opinion, reasonably
satisfactory in form, scope and substance to the Administrative Agent, of counsel reasonably
satisfactory to the Administrative Agent, addressing such matters in connection with such event as
the Administrative Agent or any Lender may reasonably request and (C) such other documentation as
the Administrative Agent may reasonably request.




     SECTION 8.03. Liens. WIL shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer
to exist any Lien upon or with respect to any property or assets of any kind (real or personal,
tangible or intangible) of WIL or such Subsidiary whether now owned or hereafter acquired, except
Permitted Liens.



     SECTION
8.04. Indebtedness.



          (a) WIL shall not create, incur or assume, nor permit any of its Subsidiaries to create, incur
or assume any Indebtedness, unless each of the Borrowers and their Subsidiaries shall be in
compliance, on a pro forma basis after giving effect to such transactions, with the covenants
contained in this Article VIII recomputed as of the last day of the most recently ended
fiscal quarter of WIL as if the transaction in question had occurred on the first day of each
relevant period for testing such compliance.




          (b) In addition to and notwithstanding Section 8.04(a), the aggregate principal amount
of all Indebtedness of all Subsidiaries of WIL (other than Subsidiaries of WIL that are Obligors)
at any time outstanding to any Person other than WIL and its Subsidiaries shall not exceed 20% of
WIL’s Net Worth at such time.




     SECTION 8.05. Ownership of WII. Except to the extent permitted under Section 8.02, the Persons who are the shareholders
of WIL shall not at any time own, beneficially and of record, directly or indirectly, less than
100% of the Capital Stock (except for directors’ qualifying shares) of WII.



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     SECTION 8.06. Financial Covenant. WIL shall not permit its Consolidated Indebtedness to exceed 60% of its Total Capitalization at
the end of any fiscal quarter.



     SECTION 8.07. Limitation on Transactions with Affiliates. WIL shall not, and shall not permit any of its consolidated Subsidiaries to, directly or
indirectly, conduct any business or enter into, renew, extend or permit to exist any transaction or
series of related transactions with any Affiliate who is not either (a) WIL or one of WIL’s
consolidated Subsidiaries or a Person that becomes, pursuant to a Redomestication, a part of the
consolidated group that includes WIL, or (b) Weatherford\Al-Rushaid Limited or Weatherford Saudi
Arabia Limited, other than on fair and reasonable terms (taking all related transactions into
account and considering the terms of such related transactions in their entirety) substantially as
favorable to WIL or such consolidated Subsidiary, as the case may be, as would be available in a
comparable arm’s length transaction. Notwithstanding the foregoing, the restrictions set forth in
this covenant shall not apply to (w) the payment of reasonable and customary regular fees to
directors of an Obligor or a Subsidiary of such Obligor who are not employees of such Obligor;
(x) loans and advances to officers and employees of an Obligor and its respective Subsidiaries for
travel, entertainment and moving and other relocation expenses made in direct furtherance and in
the ordinary course of business of an Obligor and its Subsidiaries; (y) any other transaction with
any employee, officer or director of an Obligor or any of its Subsidiaries pursuant to employee
benefit or compensation arrangements entered into in the ordinary course
of business and approved by, as applicable, the Board of Directors of such Obligor or the Board of
Directors of such Subsidiary permitted by this Agreement; and (z) non-exclusive licenses of
patents, copyrights, trademarks, trade secrets and other intellectual property.



     SECTION 8.08. Restrictions on Subsidiary Dividends. WIL shall not, nor shall it permit any of its consolidated Subsidiaries to, enter into any
agreement or contract which limits or restricts in any way the payment of any dividends or
distributions by any consolidated Subsidiary of such Obligor to WIL or to another consolidated
Subsidiary of WIL, except that the foregoing restrictions set forth in this Section 8.08
shall not apply to limitations or restrictions existing under or by reason of (i) any agreement for
the sale or other disposition of all or substantially all of the equity interests in or all or
substantially all of the assets of a Subsidiary, which agreement restricts distributions or
dividends by such Subsidiary pending such sale or other disposition, (ii) contracts and agreements
outstanding on the date hereof and (iii) any agreement or instrument governing capital stock of a
Person acquired by WIL or any of its consolidated Subsidiaries as in effect at the time of such
acquisition, which restriction or limitation (x) is not applicable to any Person, or the properties
or assets of any Person, other than the Person, or the property or assets of such Person, so
acquired and (y) is not incurred in connection with, or in contemplation of, such acquisition.



ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES




     SECTION 9.01. Events of Default and Remedies. If any of the following events (“Events of Default”) shall occur and be continuing:



          (a) (i) the principal of any Loan or Note or any reimbursement obligation in respect of any LC
Disbursement shall not be paid on the date on which such payment is due, or





51









 







(ii) any payment of
interest on any such Loan, Note or reimbursement obligation or any other amount due hereunder or
any other Loan Document shall not be paid within five calendar days following the date on which
such payment of interest or such other amount is due; or




          (b) any representation or warranty made or, for purposes of Article V, deemed made by
or on behalf of any Obligor herein, at the direction of any Obligor or by any Obligor in any other
Loan Document or in any document, certificate or financial statement delivered in connection with
this Agreement or any other Loan Document shall prove to have been incorrect in any material
respect when made or deemed made or reaffirmed, as the case may be; or




          (c) any Obligor shall fail to perform or observe any covenant contained in
Section 7.01(e) or Article VIII or fail to give any notice required by
Section 7.01(d) or 7.01(f); or




          (d) any Obligor shall fail to perform or observe any other term, covenant or agreement
contained in this Agreement (other than those specified in Section 9.01(a), 9.01(b)
or 9.01(c)) or any other Loan Document to which it is a party and, in any event, such
failure shall remain unremedied for 30 calendar days after notice of such failure shall have been
given to a Responsible Officer of WIL by the Administrative Agent or any Lender; or




          (e) any Obligor or any of its Subsidiaries (i) fails to make (whether as primary obligor or as
guarantor or other surety) any principal payment of or interest or premium, if any, on any
Indebtedness beyond any period of grace provided with respect thereto (not to exceed 30 days),
provided that the aggregate amount of all Indebtedness as to which such a payment default shall
occur and be continuing is equal to or exceeds $100,000,000, or (ii) defaults under any agreement
or any instrument which governs the rights and remedies of Persons holding Indebtedness of any
Obligor or any of its Subsidiaries with an aggregate principal amount equal to or exceeding
$100,000,000; or




          (f) the entry by a court having jurisdiction in the premises of (i) a decree or order for
relief in respect of any Obligor or any Material Subsidiary in an involuntary case or proceeding
under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other
similar law or (ii) a decree or order adjudging any Obligor or any Material Subsidiary bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of any Obligor or any Material Subsidiary under any
applicable federal, state or foreign law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of any Obligor or any Material Subsidiary
of any substantial part of its property, or ordering the winding up or liquidation of its affairs;
or




          (g) the commencement by any Obligor or any Material Subsidiary of a voluntary case or
proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or
the consent by any Obligor or any Material Subsidiary to the entry of a decree or order for relief
in respect of such Obligor or such Material Subsidiary in an involuntary case or proceeding under
any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar
law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the
filing by any Obligor or any Material Subsidiary




52









 







of a petition or answer or consent seeking
reorganization or relief under any applicable federal, state or foreign law, or the consent by any
Obligor or any Material Subsidiary to the filing of such petition or the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of such Obligor or such Material Subsidiary or of any substantial part of its property, or
the making by it of an assignment for the benefit of creditors, or the consent to, approval of or
the admission by any Obligor or any Material Subsidiary in writing of its inability to pay its
debts generally as they become due, or the taking of corporate or other action by any Obligor or
any Material Subsidiary in furtherance of any such action; or




          (h) a judgment or order shall be entered against any Obligor or any Material Subsidiary, which
with other outstanding judgments and orders entered against the Obligors and the Material
Subsidiaries equals or exceeds $100,000,000 in the aggregate (to the extent not covered by
insurance as to which the respective insurer has acknowledged coverage), and (i) within 60 days
after entry thereof such judgment shall not have been discharged or execution thereof stayed
pending appeal or, within 60 days after the expiration of any such stay, such judgment shall not
have been discharged, or (ii) any enforcement proceeding shall have been commenced (and not stayed)
by any creditor upon such judgment; or




          (i) other than as a result of a transaction permitted by the terms of Section 8.02,
any Loan Document shall (other than with the consent of the Administrative Agent and the Lenders),
at any time after its execution and delivery and for any reason, cease to be in full force and
effect in any material respect, or shall be declared to be null and void, or the validity or
enforceability thereof shall be contested by any Obligor or any Obligor shall deny that it has any
or further liability or obligation thereunder; or




          (j) any Plan shall incur an “accumulated funding deficiency” (as defined in Section 412 of the
Code or Section 302 of ERISA) which (individually or collectively) would reasonably be expected to
have a Material Adverse Effect, whether or not waived, or a waiver of the minimum funding standard
or extension of any amortization period is sought under Section 412 of the Code with respect to a
Plan and the failure to obtain such a waiver or extension would reasonably be expected to have a
Material Adverse Effect; any proceeding shall have occurred or is reasonably likely to occur by the
PBGC under Section 4069(a) of ERISA to impose liability on WIL, any consolidated Subsidiary or an
ERISA Affiliate which (individually or collectively) would reasonably be expected to have a
Material Adverse Effect; or WIL, any consolidated Subsidiary or any ERISA Affiliate has incurred or
is reasonably likely to incur a liability to or on account of a Plan or Multiemployer Plan under
Section 515, 4062, 4063, 4064, 4201 or 4204 of ERISA, and there shall result (individually or
collectively) from any such event or events a material risk of either (i) the imposition of a
Lien(s) upon, or the granting of a security interest(s) in, the assets of WIL, any consolidated
Subsidiary and/or an ERISA Affiliate which would reasonably be expected to have a Material Adverse
Effect, or (ii) WIL, any consolidated Subsidiary and/or an ERISA Affiliate incurring a
liability(ies) or obligation(s) with respect thereto which would reasonably be expected to have a
Material Adverse Effect;



then, and in every such event (other than an event with respect to any Obligor described in
clause (f) or (g) of this Section 9.01), and at any time thereafter during
the continuance of such




53









 







event, the Administrative Agent may, and at the request of the Required
Lenders shall, by notice to the Borrowers, take either or both of the following actions, at the
same or different times:





     (i) terminate the Commitments, and thereupon the Commitments shall terminate
immediately, and




     (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in
which case any principal not so declared to be due and payable may thereafter be declared to
be due and payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees and other obligations of the
Borrowers accrued hereunder, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the
Borrowers;


and in case of any event with respect to any Obligor described in clause (f) or (g)
of this Section 9.01, the Commitments shall automatically terminate and the principal of
the Loans then outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Obligors.




     SECTION 9.02. Right of Setoff. Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby
authorized at any time and from time to time, without notice to any Obligor (any such notice being
expressly waived by each Obligor), to set off and apply any and all deposits (general or special,
time or demand, provisional or final but excluding the funds held in accounts clearly designated as
escrow or trust accounts held by any Obligor for the benefit of Persons which are not Affiliates of
any Obligor), whether or not such setoff results in any loss of interest or other penalty, and
including all certificates of deposit, at any time held and other obligations at any time owing by
such Lender to or for the credit or the account of any Obligor against any and all of the
Obligations irrespective of whether or not such Lender or the Administrative Agent shall have made
any demand under this Agreement, the Notes or any other Loan Document. Should the right of any
Lender to realize funds in any manner set forth above be challenged and any application of such
funds be reversed, whether by court order or otherwise, the Lenders shall make restitution or
refund to the applicable Obligor, as the case may be, pro rata in accordance with their
Commitments. Each Lender agrees to promptly notify the applicable Obligor and the Administrative
Agent after any such setoff and application, provided that the failure to give such notice shall
not affect the validity of such setoff and application. The rights of the Administrative Agent and
the Lenders under this Section are in addition to other rights and remedies (including other rights
of setoff) which the Administrative Agent or the Lenders may have. This Section is subject to the
terms and provisions of Section 4.01(a).



     SECTION 9.03. Other Remedies. No remedy conferred herein or in any of the other Loan Documents is to be exclusive of any other
remedy, and each and every remedy contained herein or in any other Loan Document shall be
cumulative and shall be in addition to every other remedy given hereunder and under the other Loan
Documents now or hereafter existing at law or in equity or by statute or otherwise.



54









 





     SECTION
9.04. Application of Moneys During Continuation of Event of Default.



          (a) So long as an Event of Default of which the Administrative Agent shall have given notice
to the Lenders shall continue, all moneys received by the Administrative Agent (i) from any Obligor
under the Loan Documents shall, except as otherwise required by law, be distributed by the
Administrative Agent on the dates selected by the Administrative Agent as follows:





first, to payment of the unreimbursed expenses for which the Administrative
Agent or any Lender is to be reimbursed pursuant to Section 12.03 and to any
unpaid fees owing to the Administrative Agent;




second, to the ratable payment of accrued but unpaid interest on the Loans;




third, to the ratable payment of unpaid principal of the Loans;




fourth, to the ratable payment of all other amounts payable by the Obligors
hereunder;




fifth, to secure the repayment and discharge of the outstanding amount of
all LC Exposure;




sixth, to the ratable payment of all other Obligations, until all
Obligations shall have been paid in full; and




finally, to payment to the Obligors, or their respective successors or
assigns, or as a court of competent jurisdiction may direct, of any surplus then
remaining from such proceeds.



          (b) The term “unpaid” as used in this Section 9.04 shall mean all Obligations
outstanding as of any such distribution date as to which prior distributions have not been made,
after giving effect to any adjustments which are made pursuant to Section 9.02 of which the
Administrative Agent shall have been notified. For purposes of the foregoing, reimbursement
obligations with respect to the LC Exposure on outstanding Letters of Credit shall be deemed “paid”
for purposes of this Section 9.04 when amounts sufficient to secure such reimbursement
obligations have been delivered to the Administrative Agent.




ARTICLE X

ADMINISTRATIVE AGENT




     Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
as its agent and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto.



     The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from,



55









 







lend money to and
generally engage in any kind of business with any Obligor or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.



     The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default or an
Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is required to
exercise in writing as directed by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 12.01), and
(c) except as expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information relating to any of
the Obligors or any of their Subsidiaries that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall
not be liable for any action taken or not taken by it with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 12.01) or in the absence of its own gross negligence,
willful misconduct or unlawful acts. The Administrative Agent shall be deemed not to have
knowledge of any Default or Event of Default unless and until written notice thereof is given to
the Administrative Agent by a Borrower or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (v) any statement, warranty or
representation made in or in connection with this Agreement, (w) the contents of any certificate,
report or other document delivered hereunder or in connection herewith, (x) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein,
(y) the validity, enforceability, effectiveness or genuineness of this Agreement or any other
agreement, instrument or document, or (z) the satisfaction of any condition set forth in
Article V or elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.



     The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for any
Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.



     The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the preceding paragraphs
shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any
such sub-agent, and shall apply to their respective activities in



56









 




connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent.




     Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and WIL. Upon any such resignation, the Required Lenders shall have the right, in
consultation with WIL, to appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may,
on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall
be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Sections
12.03 and 12.04 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while it was acting as Administrative Agent.



     Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it shall, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any related agreement or any document furnished hereunder or thereunder.



     Notwithstanding anything to the contrary contained herein, neither the Administrative Agent
nor the Co-Lead Arrangers listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as the Administrative Agent, a Lender or the Issuing Bank hereunder.



ARTICLE XI

GUARANTY




     SECTION
11.01. Guaranty.



          (a) In consideration of, and in order to induce the Lenders to make Loans to, and the Issuing
Bank to issue Letters of Credit for the account of, the Borrowers (including, without limitation,
any additional Persons becoming Borrowers hereunder after the date hereof), WII hereby absolutely,
unconditionally and irrevocably guarantees in favor of all of the Lenders and the Issuing Bank, the
punctual payment and performance when due, whether at stated maturity, by acceleration or
otherwise, of the Obligations and all covenants of the Borrowers,




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now or hereafter existing under
this Agreement and the other Loan Documents to which any Borrower is a party, whether for
principal, LC Exposure, interest (including interest accruing or becoming owing both prior to and
subsequent to the commencement of any proceeding against or with respect to any Borrower under any
applicable bankruptcy or insolvency law (including the Bankruptcy Code), fees, commissions,
expenses (including reasonable attorneys’ fees and expenses)), indemnities, or otherwise (all such
obligations being, as applicable, the “Guaranteed Obligations”). WII agrees to pay any and
all expenses incurred by each Lender and the Administrative Agent in enforcing this Guaranty
against WII.




          (b) This Guaranty is an absolute, unconditional, present and continuing guaranty of payment
and not of collection and is in no way conditioned upon any attempt to collect from any Borrower or
any other action, occurrence or circumstance whatsoever.




          (c) The obligations of WII under this Guaranty shall be limited to an aggregate amount equal
to the largest amount that would not render this Guaranty subject to
avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of applicable
law.




     SECTION
11.02. Continuing Guaranty.



          (a) WII guarantees that the Guaranteed Obligations shall be paid strictly in accordance with
the terms of this Agreement and the other Loan Documents. WII agrees that, to the maximum extent
permitted by applicable law, the Guaranteed Obligations and Loan Documents to which any Borrower is
a party may be extended or renewed, and indebtedness thereunder repaid and reborrowed in whole or
in part, without notice to or assent by WII, and that WII shall remain bound upon this Guaranty
notwithstanding any extension, renewal or other alteration of any of the Guaranteed Obligations or
such Loan Documents or any repayment and reborrowing of Loans to the Borrowers. The obligations of
WII under this Guaranty are absolute and unconditional irrespective of the value, genuineness,
validity, regularity or enforceability of the obligations of the Borrowers under this Agreement or
any other Loan Document or any substitution, release or exchange of any other guarantee of or
security for the Obligations. To the maximum extent permitted by applicable law, except as
otherwise expressly provided in this Agreement or any other Loan Document to which WII is a party,
the obligations of WII under this Guaranty shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms hereof under any circumstances whatsoever,
including:





     (i) any modification, amendment, supplement, renewal, extension for any period,
increase, decrease, alteration or rearrangement of all or any part of the Guaranteed
Obligations, or of this Agreement or any other Loan Document executed in connection
herewith, or any contract or understanding among the Borrowers, the Administrative Agent,
the Issuing Bank and/or the Lenders, or any other Person, pertaining to the Guaranteed
Obligations;




     (ii) any adjustment, indulgence, forbearance or compromise that might be granted or
given by the Lenders to WII, any Borrower or any other Person liable on the Guaranteed
Obligations;



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     (iii) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation,
disability, dissolution or lack of power of WII, any Borrower or any other Person at any
time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution
or winding up of WII or any Borrower, or any sale, lease or transfer of any or all of the
assets of WII or any Borrower, or any changes in the shareholders of WII or any Borrower, or
any reorganization of WII or any Borrower;




     (iv) the invalidity, illegality or unenforceability of all or any part of the
Guaranteed Obligations, or any document or agreement executed in connection with the
Guaranteed Obligations, for any reason whatsoever, including the fact that (A) the
Guaranteed Obligations, or any part thereof, exceed the amount permitted by law, (B) the act
of creating the Guaranteed Obligations, or any part thereof is ultra vires, (C) the officers
or representatives executing the documents or otherwise creating the Guaranteed
Obligations acted in excess of their authority, (D) the Guaranteed Obligations or any
part thereof violate applicable usury laws, (E) WII or any Borrower has valid defenses,
claims, and offsets (whether at law or in equity, by agreement or by statute) which render
the Guaranteed Obligations wholly or partially uncollectible from WII or any Borrower,
(F) the creation, performance, or repayment of the Guaranteed Obligations (or execution,
delivery and performance of any document or instrument representing any part of the
Guaranteed Obligations or executed in connection with any of the Guaranteed Obligations, or
given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible,
legally impossible or unenforceable, or (G) this Agreement, any other Loan Document, or any
other document or instrument pertaining to any of the Guaranteed Obligations has been forged
or otherwise is irregular or not genuine or authentic;




     (v) any full or partial release of the liability of WII or any Borrower on the
Guaranteed Obligations or any part thereof, or any other Person now or hereafter liable,
whether directly or indirectly, jointly, severally, or jointly and severally, to pay,
perform, guarantee, or assure the payment of the Guaranteed Obligations or any part thereof;
it being recognized, acknowledged, and agreed by WII that WII may be required to pay the
Guaranteed Obligations in full without assistance or support of any other Person, and that
WII has not been induced to enter into this Guaranty on the basis of a contemplation,
belief, understanding or agreement that any other Person shall be liable to perform the
Guaranteed Obligations or that the Administrative Agent or any Lender shall look to any
other Person to perform the Guaranteed Obligations;




     (vi) the taking or accepting of any other security, collateral or guaranty, or other
assurance of payment, for all or any part of the Guaranteed Obligations;




     (vii) any release, surrender, exchange, subordination, deterioration, waste, loss or
impairment of any collateral, property or security, at any time existing in connection with,
or assuring or securing payment of, all or any part of the Guaranteed Obligations;




     (viii) the failure of the Administrative Agent, the Lenders, the Issuing Bank or any
other Person to exercise diligence or reasonable care in the preservation, protection,
enforcement, sale or other handling or treatment of all or any part of such collateral,
property or security;



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     (ix) the fact that any collateral, security or Lien contemplated or intended to be
given, created or granted as security for the repayment of the Guaranteed Obligations shall
not be properly perfected or created, or shall prove to be unenforceable or subordinate to
any other Lien; it being recognized and agreed by WII that WII is not entering into this
Guaranty in reliance on, or in contemplation of the benefits of, the validity,
enforceability, collectibility or value of any of the collateral for the Guaranteed
Obligations;




     (x) any payment by any Borrower or WII to the Administrative Agent or any Lender is
held to constitute a preference under bankruptcy or insolvency laws, or for any other reason
either the Administrative Agent or any Lender is required to refund such payment or pay such
amount to any Borrower, WII or any other Person; or




     (xi) any other action taken or omitted to be taken with respect to this Agreement, any
other Loan Document, the Guaranteed Obligations, or the security and collateral therefor,
whether or not such action or omission prejudices WII or increases the likelihood that WII
shall be required to pay the Guaranteed Obligations pursuant to the terms hereof;


it being the unambiguous and unequivocal intention of WII that WII shall be obligated to pay the
Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or
omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or
particularly described herein, except for the full and final payment and satisfaction of the
Guaranteed Obligations after the termination of all of the Commitments.




          (b) WII further agrees that, to the fullest extent permitted by law, as between WII, or the
one hand, and the Lenders and the Administrative Agent, on the other hand, (i) the maturity of the
Obligations may be accelerated as provided in Section 9.01 for the purposes of this
Guaranty, notwithstanding any stay, injunction or other prohibition preventing the acceleration of
the Obligations as against any Borrower and (ii) in the event of any purported acceleration
(whether by declaration or automatic) of the Obligations as provided in Section 9.01, the
Obligations (whether or not due and payable) shall forthwith become due and payable by WII for the
purpose of this Guaranty.




     SECTION 11.03. Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be
applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent
or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or
proceeds to any Person (a) because such payment or application of proceeds is or may be avoided,
invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference,
fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or
(b) for any other reason, including (i) any judgment, decree or order of any court or
administrative body having jurisdiction over the Administrative Agent, the Issuing Bank, any Lender
or any of their respective properties or (ii) any settlement or compromise of any such claim
effected by the Administrative Agent or any Lender with any such claimant (including any Borrower),
then the Guaranteed Obligations or any part thereof intended to be satisfied shall be reinstated
and continue, and this Guaranty shall continue in full force as if such payment or proceeds had not
been received, notwithstanding any



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revocation thereof or the cancellation of any instrument
evidencing any of the Guaranteed Obligations or otherwise; and WII shall be liable to pay the
Administrative Agent, the Issuing Bank and the Lenders, and hereby does indemnify the
Administrative Agent, the Issuing Bank and the Lenders and hold them harmless for the amount of
such payment or proceeds so surrendered and all reasonable expenses (including reasonable
attorneys’ fees, court costs and expenses attributable thereto) incurred by the Administrative
Agent, the Issuing Bank or any such Lender in the defense of any claim made against it that any
payment or proceeds received by the Administrative Agent, the Issuing Bank or any such Lender in
respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this
paragraph shall survive the termination of this Guaranty and any satisfaction and discharge of the
Borrowers by virtue of any payment, court order, or any law.



     SECTION 11.04. Waiver. WII hereby waives promptness, diligence, notice of acceptance and any other notice with respect
to any of the Guaranteed Obligations and this Guaranty and waives presentment, demand for payment,
notice of intent to accelerate, notice of dishonor or nonpayment and any requirement that the
Administrative Agent, the Issuing Bank or any Lender institute suit, collection proceedings or take
any other action to collect any of the Guaranteed Obligations, including any requirement that the
Administrative Agent, the Issuing Bank or any Lender protect, secure, perfect or insure any Lien
against any property subject thereto or exhaust any right or take any action against any Borrower
or any other Person or any collateral (it being the intention of the Administrative Agent, the
Issuing Bank, the Lenders, and WII that this Guaranty is to be a guaranty of payment and not of
collection). It shall not be necessary for the Administrative Agent, the Issuing Bank or any
Lender, in order to enforce any payment by WII hereunder, to institute suit or exhaust its rights
and remedies against WII, any Borrower or any other Person, including others liable to pay the
Guaranteed Obligations, or to enforce its rights against any security ever given to secure payment
thereof. WII hereby expressly waives to the maximum extent permitted by applicable law each and
every right to which it may be entitled by virtue of the suretyship laws of the State of Texas or
any other state in which it may be located, including any and all rights it may have pursuant to
Rule 31, Texas Rules of Civil Procedure, Section 17.001 of the Texas Civil Practice and Remedies
Code and Chapter 34 of the Texas Business and Commerce Code. WII hereby waives marshaling of
assets and liabilities, notice by the Administrative Agent, the Issuing Bank or any Lender of any
indebtedness or liability to which such Person applies or may apply any amounts received by it, and
of the creation, advancement, increase, existence, extension, renewal, rearrangement or
modification of the Guaranteed Obligations. WII expressly waives, to the extent permitted by
applicable law, the benefit of any and all laws providing for exemption of property from execution
or for valuation and appraisal upon foreclosure.



     SECTION 11.05. Agreement to Defer Exercise of Subrogation. Notwithstanding any payment or payments made by WII hereunder, or any setoff or application by
the Administrative Agent or any Lender of any security or of any credits or claims, WII will not
assert or exercise any rights of the Administrative Agent or any Lender or of itself against any
Borrower to recover the amount of any payment made hereunder by WII to the Administrative Agent or
any Lender by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution,
indemnity, participation or otherwise arising by contract, by statute, under common law or
otherwise, and WII shall not have any right to exercise any right of recourse to or any claim
against assets or property of any Borrower for such amounts, in each case unless and until the



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Obligations of such Borrower guaranteed hereby have been fully and finally satisfied. Until such
time (but not thereafter), WII hereby agrees not to exercise any claim, right or remedy which it
may now have or hereafter acquire against any Borrower that arises under this Agreement or any
other Loan Document or from the performance by WII of the Guaranty hereunder including any claim,
remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or
participation in any claim, right or remedy of the Administrative Agent or any Lender against any
Borrower or WII, or any security that the Administrative Agent or any Lender now has or hereafter
acquires pursuant hereto securing the Obligations of the Borrowers under this Agreement, whether or
not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any
amount shall be paid to WII by any Borrower after payment in full of the Obligations, and the
Obligations shall thereafter be reinstated in whole or in part and the Administrative Agent or any
Lender forced to repay any sums received by any of them in payment of the Obligations, this
Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit
of the Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent
to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The
provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction
and discharge of any Borrower by virtue of any payment, court order or any federal or state law.



     SECTION 11.06. Full Force and Effect. This Guaranty is a continuing guaranty and, subject to Section 11.07, shall remain in
full force and effect until all of the Guaranteed Obligations under this Agreement and the other
Loan Documents to which any Borrower is a party and all other amounts payable under this Guaranty
have been paid in full (after the termination of the Commitments). All rights, remedies and powers
provided in this Guaranty may be exercised, and all waivers contained in this Guaranty may be
enforced, only to the extent that the exercise or enforcement thereof does not violate any
provisions of applicable law which may not be waived.



     SECTION 11.07. Guaranty Fall-Away Notwithstanding anything contained herein to the contrary, if at any time WII has no
outstanding Specified Debt, exclusive of (a) the Guaranty, (b) any guarantee that, by its terms,
will be automatically released and discharged simultaneously with the release and discharge of the
Guaranty and (c) Specified Debt owed to WIL or any of WIL’s other Subsidiaries, the Guaranty will
terminate; provided that the Guaranty will be automatically reinstated if WII incurs or guarantees
any Specified Debt other than Specified Debt owed to WIL or any of WIL’s other Subsidiaries. The
Administrative Agent shall notify the Lenders of any termination of the Guaranty or automatic
reinstatement of the Guaranty pursuant to this Section 11.07.



ARTICLE XII

MISCELLANEOUS




     SECTION
12.01. Waiver; Amendments; Joinder; Removal of Certain Borrowers.



          (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the




62









 







exercise of
any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank
and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of this Agreement or consent to any departure by
any Obligor therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given. Without
limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit
shall not be construed as a waiver of any Default or Event of Default, regardless of whether the
Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such
Default at the time.




          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Obligors and the Required
Lenders or by the Obligors and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce
the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of
each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount
of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce
the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of
any Commitment, or increase the maximum duration of Interest Periods hereunder, or postpone or
reduce the amount of any prepayments or deposits required pursuant to Section 2.07(c) or
postpone or reduce the amount of any repayment or prepayment of the Loans or the replacement or
cash collateralization of outstanding Letters of Credit required pursuant to Section
2.07(d) , without the written consent of each Lender affected thereby, (iv) change
Section 4.01(b) or 4.01(c) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender, (v) change any of the
provisions of this Section or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without the written consent of
each Lender, (vi) except as provided in Section 12.01(d), release any Borrower from its
joint and several liability for the Obligations, without the written consent of each Lender, or
(vii) release any Person from its liability under a guaranty, without the written consent of each
Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights
or duties of the Administrative Agent or the Issuing Bank hereunder without the prior written
consent of the Administrative Agent or the Issuing Bank, as the case may be. Subject to the
foregoing, the waiver, amendment or modification of any provision of Article VI,
VII or VIII or Section 9.01 may be effected with the consent of the
Required Lenders. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent
the consent of such Lender would be required under clause (i), (ii) or (iii) in the first proviso
to the first sentence of this Section 12.01(b).




          (c) From time to time, WIL may cause one or more additional Subsidiaries to become Borrowers
hereunder by delivering, or causing to be delivered, to the Administrative Agent in respect of each
applicable Subsidiary, the following, each in form and substance




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satisfactory to the Administrative
Agent: (i) a Joinder Agreement in the form of Exhibit G attached hereto, executed and
delivered by such Subsidiary (the date of each such Joinder Agreement being referred to herein as a
“Joinder Date”, which date shall be at least ten days after WIL provides notice to the
Administrative Agent and each Lender of its intention to cause such Subsidiary to become a Borrower
hereunder), (ii) each of the documents or other closing
deliverables specified in Section 5.01 that would have been required to be delivered
by or on behalf of such Subsidiary had such Subsidiary been a Borrower on the Effective Date, each
such deliverable to be dated as of the applicable Joinder Date unless otherwise agreed by the
Administrative Agent, (iii) replacement Notes dated as of the applicable Joinder Date payable to
each Lender for which an existing Note is outstanding on such Joinder Date and (iv) such other
approvals, opinions or documents as the Administrative Agent may request; provided that no
Subsidiary may become a Borrower hereunder pursuant to this paragraph (c) if (y) a Default
or Event of Default shall have occurred and be continuing on the applicable Joinder Date, or shall
result from the joinder of such Subsidiary as a Borrower on such Joinder Date or (z) if WIL shall
designate an additional Subsidiary as a Borrower hereunder that is not organized under the laws of
any jurisdiction of the United States, and any Lender notifies the Administrative Agent that such
Subsidiary is organized in a jurisdiction in which it and its Affiliates cannot legally lend or do
business. Without limiting the foregoing, if the designation of any additional Subsidiary as a
Borrower hereunder obligates the Administrative Agent or any Lender to comply with “know your
customer” or similar regulatory requirements and the information necessary for such compliance is
not already available to the Administrative Agent or such Lender, as applicable, WIL shall,
promptly upon the request of the Administrative Agent or such Lender, as applicable, supply such
documentation and other evidence as is reasonably requested by the Administrative Agent or such
Lender, as applicable, in order for it to comply with all “know your customer” and/or similar
identification procedures required under all applicable laws and regulations. If WIL shall
designate an additional Subsidiary as a Borrower hereunder that is not organized under the laws of
any jurisdiction of the United States, any Lender may, with notice to the Administrative Agent and
WIL, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect
of such Borrower (and such Lender shall, to the extent of Loans made to and participations in
Letters of Credit issued for the account of such Borrower, be deemed for all purposes hereof to
have pro tanto assigned such Loans and participations to such Affiliate in compliance with the
provisions of Section 12.05).




          (d) From time to time, WIL may cause any Borrower (other than WIL) to cease to be a Borrower
hereunder by (i) delivering to the Administrative Agent a notice to such effect, specifying the
identity of the applicable Borrower and the proposed date on which such Borrower shall no longer be
a Borrower hereunder, which date shall be no earlier than three Business Days after delivery of
such notice (each such date being referred to herein as a “Borrower Removal Date”) and
(ii) delivering, or causing to be delivered, to the Administrative Agent replacement Notes dated as
of the applicable Borrower Removal Date payable to each Lender for which an existing Note is
outstanding on such Borrower Removal Date, executed by WIL and each other Borrower that shall not
cease to be a Borrower on such Borrower Removal Date, in form and substance satisfactory to the
Administrative Agent; provided that no Borrower may cease to be a Borrower hereunder pursuant to
this Section 12.01(d) if a Default or Event of Default shall have occurred and be
continuing on the applicable Borrower Removal Date, or shall result from such Borrower ceasing to
be a Borrower hereunder on such Borrower Removal Date. Upon satisfaction of the conditions set
forth in the preceding sentence, on the applicable




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Borrower Removal Date, the applicable Borrower
shall no longer be a “Borrower” or an “Obligor” hereunder or under any other Loan Document.
Notwithstanding anything to the contrary contained herein, in the event that any Borrower shall
cease to be a Borrower hereunder in accordance with this Section 12.01(d), the other
Obligors shall remain jointly and severally
liable with respect to each Loan made to such Borrower and each Letter of Credit issued for
the account of such Borrower outstanding on the applicable Borrower Removal Date.




     SECTION
12.02. Notices.



          (a) All notices and other communications provided for herein, including any modifications of,
or waivers or consents under, this Agreement (collectively, “Communications”) shall be
given or made on a Business Day by telecopy (confirmed by mail) or other writing and telecopied or
mailed or delivered to the intended recipient at the “Address for Notices” specified below its name
on the signature pages hereof (or provided for in an Assignment and Assumption); or, as to any
party hereto, at such other address as shall be designated by such party in a notice (given in
accordance with this Section 12.02) (i) as to any Obligor, to the Administrative Agent,
(ii) as to the Administrative Agent, to any Obligor, and to each Lender, and (iii) as to any
Lender, to any Borrower and to the Administrative Agent. Except as otherwise provided in this
Agreement, all such Communications shall be deemed to have been duly given (1) when transmitted by
telecopier, confirmation received, (2) when personally delivered, (3) one Business Day after
deposit with an overnight mail or delivery service, postage prepaid or (4) five Business Days after
deposit in a receptacle maintained by the United States Postal Service, postage prepaid, registered
or certified mail, return receipt requested, in each case given or addressed as aforesaid.
Notwithstanding the foregoing, Communications to the Administrative Agent pursuant to
Article II, Article III, Article IV, Article X, Article XI
or Article XII shall not be effective until received by the Administrative Agent.




          (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Article II unless otherwise
agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or any
Obligor may, in its discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that approval of such
procedures may be limited to particular notices or communications.




     SECTION 12.03. Expenses, Etc. The Borrowers, jointly and severally, shall pay (a) all reasonable out of pocket expenses
incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent, in connection with the syndication of the
credit facilities provided for herein, the preparation and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the provisions hereof or
thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),
(b) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment
thereunder, (c) all transfer, stamp, documentary or other similar taxes, assessments or charges
levied by any



65









 







governmental or revenue authority in respect of this
Agreement or any other Loan Document or any other document referred to herein or therein, and
(d) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank and/or any
Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent,
the Issuing Bank and/or any Lender, in connection with the enforcement or protection of its rights
in connection with this Agreement, including its rights under this Section, or in connection with
the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.



     SECTION
12.04. Indemnity.



          (a) The Borrowers, jointly and severally, shall indemnify the Administrative Agent, the
Issuing Bank and each Lender, and each Affiliate thereof, and their respective directors, officers,
employees and agents (each such Person being called an “Indemnitee”) from, and hold each
Indemnitee harmless against, any and all losses, liabilities, claims or damages (including
reasonable legal fees and expenses) to which any Indemnitee may become subject, insofar as such
losses, liabilities, claims or damages arise out of or result from (i) any claim, investigation,
litigation or proceeding (including any threatened claim, investigation, litigation or proceeding)
relating to this Agreement, any Loan, any Letter of Credit or any other Loan Document (whether or
not such Indemnitee is a party thereto) or (ii) any actual or proposed use by either Borrower or
any of its Subsidiaries of the proceeds of any extension of credit by any Lender or the Issuing
Bank hereunder, and the Borrowers, jointly and severally, shall reimburse each Indemnitee upon
demand for any expenses (including reasonable legal fees) incurred in connection with any such
claim, investigation, litigation or proceeding; but excluding any such losses, liabilities, claims,
damages or expenses incurred by reason of the gross negligence, willful misconduct or unlawful
conduct of such Indemnitee. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS
INTENTION OF THE PARTIES HERETO THAT EACH INDEMNITEE HEREUNDER SHALL BE INDEMNIFIED AND HELD
HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS OR DAMAGES ARISING OUT OF OR RESULTING
FROM THE SOLE OR CONCURRENT ORDINARY NEGLIGENCE OF SUCH INDEMNITEE. WITHOUT PREJUDICE TO THE
SURVIVAL OF ANY OTHER OBLIGATIONS OF THE BORROWERS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS TO
WHICH THE BORROWERS ARE A PARTY, THE OBLIGATIONS OF THE BORROWERS UNDER THIS SECTION 12.04
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE PAYMENT OF THE
OTHER OBLIGATIONS OR THE ASSIGNMENT OF THE NOTES.




          (b) To the extent that any Borrower fails to pay any amount required to be paid by it to the
Administrative Agent or the Issuing Bank under Section 12.03 or paragraph (a) of
this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Bank,
as the case may be, such Lender’s Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the Administrative Agent or
the Issuing Bank in its capacity as such.





66









 








          (c) To the extent permitted by applicable law, no Obligor shall assert, and each hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any
Loan or Letter of Credit or the use of the proceeds thereof.




     SECTION
12.05. Successors and Assigns.



          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Obligor may
assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by such Obligor without such
consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank
that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of
this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.





     (b) (i) Subject to the conditions set forth in subparagraph (b)(ii) below, any
Lender may assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans at the time
owing to it) with the prior written consent (such consent not to be unreasonably withheld)
of:




          (A) WIL, provided that no consent of WIL shall be required for an assignment to
a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has
occurred and is continuing, any other assignee;




          (B) the Administrative Agent, provided that no consent of the Administrative
Agent shall be required for an assignment of any Commitment to an assignee that is a
Lender with a Commitment immediately prior to giving effect to such assignment; and




          (C) the Issuing Bank.




          (ii) Assignments shall be subject to the following additional conditions:




          (A) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender’s Commitment
or Loans of any Type, the amount of the Commitment or Loans of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Assumption with respect to such



67









 







assignment is delivered to the Administrative Agent)
shall not be less than $5,000,000 unless each of WIL and the Administrative Agent
otherwise consent, provided that no such consent of WIL shall be required if an
Event of Default under Section 9.01(a), 9.01(f) or 9.01(g)
has occurred and is continuing;




          (B) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender’s rights and obligations under this Agreement;




          (C) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and
recordation fee of $3,500;




          (D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire;




          (E) except in connection with assignments made while an Event of Default has
occurred and is continuing, all prospective assignees of a Lender shall be required,
as a condition to the effectiveness of such assignment, to execute and deliver the
forms required under Section 4.02(e) for any Lender, and no assignment shall
be effective in connection herewith unless and until such forms are so delivered;




          (F) no assignment shall be made to any Lender if after giving effect to such
assignment, such Lender’s Commitment Percentage would exceed 30%; and




          (G) in the case of any assignee subject to the prior written consent of WIL
under Section 12.05(b)(i), no assignment shall be made to any such assignee
unless such assignee provides a written representation to WIL that such assignee is
not subject under then current law to any withholding tax on amounts payable to such
assignee under this Agreement.



     For purposes of this Section 12.05, the term “Approved Fund” has the following
meaning:




“Approved Fund” means any Person (other than a natural person) that is engaged in
making, purchasing, holding or investing in bank loans and similar extensions of credit in
the ordinary course of its business and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers
or manages a Lender.




          (iii) Subject to acceptance and recording thereof pursuant to
subparagraph (b)(iv) of this Section, from and after the effective date specified in
each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Assumption, be released



68









 




from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of Sections
2.11, 2.12, 4.02, 12.03 and 12.04). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with
this Section 12.05 shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.





          (iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers,
shall maintain at one of its offices a copy of each Assignment and Assumption delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans and LC Disbursements owing by each Borrower
to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be presumed correct, in the absence of manifest error, and
the Obligors, the Administrative Agent, the Issuing Bank and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Obligors, the Issuing Bank and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.




          (v) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative Agent shall
accept such Assignment and Assumption and record the information contained therein in the
Register; provided that if either the assigning Lender or the assignee shall have failed to
make any payment required to be made by it pursuant to Section 2.03, 3.01(d)
or (e), 4.01(d) or 12.04(b), the Administrative Agent shall have no
obligation to accept such Assignment and Assumption and record the information therein in
the Register unless and until such payment shall have been made in full, together with all
accrued interest thereon. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph.




     (c) (i) Any Lender may, without the consent of any Obligor, the Administrative Agent or
the Issuing Bank, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans owing
to it); provided that (A) such Lender’s obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (C) the Borrowers, the Administrative Agent, the
Issuing Bank and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation shall



69









 







provide
that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the first proviso
to Section 12.01(b) that affects such Participant. Subject to
subparagraph (c)(ii) of this Section, each Borrower agrees that each Participant
shall be entitled to the benefits of Sections 2.11, 2.12 and 4.02 to
the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.02 as though it were a Lender,
provided such Participant agrees to be subject to Section 4.01(b), and to deliver
the forms required by Section 4.02(e), as though it were a Lender.




          (ii) A Participant shall not be entitled to receive any greater payment under
Sections 2.11 and 4.02 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with WIL’s prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 4.02 unless WIL is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrowers, to comply with
Section 4.02(d) and Section 4.02(e) as though it were a Lender.



          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including without limitation
any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.




     SECTION 12.06. Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates’ directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory authority or
self-regulatory body having or claiming jurisdiction over such Person, (c) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other
party to this Agreement or any other Loan Document, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
any other Loan Document or (ii) any actual or prospective counterparty (or its advisors) to any
swap or derivative transaction relating to any Obligors and their respective obligations, (g) with
the consent of the applicable Obligors or (h) to the extent such Information (i) becomes publicly
available other than as a result of a



70









 







breach of this Section or (ii) becomes available to the
Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source
other than an Obligor. For the purposes of this Section, “Information” means all
information received from any Obligor relating to such Obligor or any other Obligor or their
respective businesses, other than any such information that is available to the Administrative
Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the
applicable Obligor; provided that such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. Each of the Administrative Agent, the
Issuing Bank and the Lenders shall endeavor to notify WIL as promptly as possible of any
Information that it is required to disclose pursuant to any subpoena or similar legal process so
long as it is not legally prohibited from providing such notice.



     SECTION 12.07. Survival. All covenants, agreements, representations and warranties made by the Obligors herein, in the
other Loan Documents and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement and the other Loan Documents shall be considered to have been relied
upon by the other parties hereto and thereto and shall survive the execution and delivery of this
Agreement and the other Loan Documents and the making of any Loans and issuance of any Letters of
Credit, regardless of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice
or knowledge of any Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have
not expired or terminated. The provisions of Sections 2.11, 2.12, 4.02,
12.03 and 12.04 and Article X shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof.



     SECTION 12.08. Governing Law. This Agreement, all Notes, the other Loan Documents and all other documents executed in
connection herewith and therewith and the rights and obligations of the parties hereto and thereto,
shall be construed in accordance with and governed by the law of the State of New York.



     SECTION 12.09. Independence of Covenants. All covenants contained in this Agreement and in the other Loan Documents shall be given
independent effect so that if a particular action or condition is not permitted by any of such
covenants, the fact that such action or condition would be permitted by an exception to, or
otherwise be within the limitations of, another covenant, shall not avoid the occurrence of a
Default or an Event of Default if such action is taken or condition exists.



     SECTION 12.10. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single



71









 







contract. This Agreement, the Notes, the other Loan Documents and any
separate letter agreements with respect to fees payable to the Administrative Agent constitute the
entire contract among the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof.
This Agreement shall become effective on the Effective Date, and thereafter shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.



     SECTION 12.11. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall
not invalidate such provision in any other jurisdiction.



     SECTION 12.12. Conflicts Between This Agreement and the Other Loan Documents. In the event of any conflict between, or inconsistency with, the terms of this Agreement and the
terms of any of the other Loan Documents, the terms of this Agreement shall control.



     SECTION 12.13. Headings. Article and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.



     SECTION 12.14. Limitation of Interest. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as interest on such
Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful
rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved
by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in
respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the operation of this
Section shall be cumulated and the interest and Charges payable to such Lender in respect of other
Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.



     SECTION
12.15. Submission to Jurisdiction; Consent to Service of Process.



          (a) Each Obligor hereby irrevocably and unconditionally submits, for itself and its property,
to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of
any such action or proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto




72









 







agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any
other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any
Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other
Loan Document against any Obligor or its properties in the courts of any jurisdiction.




          (b) Each Obligor hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in paragraph (a) of this Section. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court.




          (c) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 12.02. Nothing in this Agreement or any other Loan
Document will affect the right of any party to this Agreement or any other Loan Document to serve
process in any other manner permitted by law.




     SECTION 12.16. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     SECTION 12.17. Judgment Currency. The obligation of each Obligor to make payments on any Obligation to the Lenders, to the Issuing
Bank or to the Administrative Agent hereunder in any currency (the “first currency”) shall
not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any other currency (the “second currency”) except to the extent to which
such tender or recovery shall result in the effective receipt by the applicable Lender, Issuing
Bank or the Administrative Agent of the full amount of the first currency payable, and accordingly
the primary obligation of each Obligor shall be enforceable as an alternative or additional cause
of action for the purpose of recovery in the second currency of the amount (if any) by which such
effective receipt shall fall short of the full amount of the full currency payable and shall not be
affected by a judgment being obtained for any other sum due hereunder.



73









 





     SECTION 12.18. USA Patriot Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Obligors
that pursuant to the requirements of the Act, it is required to obtain, verify and record
information that identifies each Obligor, which information includes the name and address of such
Obligor and other information that will allow such Lender to identify such Obligor in accordance
with the Act.



     SECTION 12.19. No Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of
this paragraph, the “Lenders”), may have economic interests that conflict with those of the
Borrowers. The Borrowers agree that nothing in the Loan Documents or otherwise will be deemed to
create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the
Lenders and the Borrowers, their stockholders or their affiliates. The Obligors acknowledge and
agree that (i) the transactions contemplated by the Loan Documents are arm’s-length commercial
transactions between the Lenders, on the one hand, and the Borrowers, on the other, (ii) in
connection therewith and with the process leading to such transaction each of the Lenders is acting
solely as a principal and not the agent or fiduciary of the Borrowers, their management,
stockholders, creditors or any other person, (iii) no Lender has assumed an advisory or fiduciary
responsibility in favor of the Borrowers with respect to the transactions contemplated hereby or
the process leading thereto (irrespective of whether any Lender or any of its affiliates has
advised or is currently advising the Borrowers on other matters) or any other obligation to the
Borrowers except the obligations expressly set forth in the Loan Documents and (iv) each of the
Borrowers has consulted their own legal and financial advisors to the extent it deemed appropriate.
Each of the Borrowers further acknowledges and agrees that it is
responsible for making its own independent judgment with respect to such transactions and the
process leading thereto. Each of the Borrowers agrees that it will not claim that any Lender has
rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such
Borrower, in connection with such transaction or the process leading thereto.



[Remainder of this page blank; signature pages follow.]




74









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	WIL:	 	 
	 
	 	 	 	 	 	 
	 	 	WEATHERFORD INTERNATIONAL LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ ANDREW P. BECNEL
 

Andrew P. Becnel
	 	 
	 

	 	Title:
	 	Sr. Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Notice Information:	 	 
	 
	 	 	 	 	 	 
	 	 	c/o Weatherford International, Inc.	 	 
	 	 	515 Post Oak Blvd.	 	 
	 	 	Houston, Texas 77027	 	 
	 	 	Attention: General Counsel	 	 
	 	 	Telephone: (713) 693-4000	 	 
	 	 	Telecopy: (713) 693-4484	 	 
	 
	 	 	 	 	 	 
	 	 	WII:	 	 
	 
	 	 	 	 	 	 
	 	 	WEATHERFORD INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ ANDREW P. BECNEL
 

Andrew P. Becnel
	 	 
	 

	 	Title:
	 	Sr. Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Notice Information:	 	 
	 
	 	 	 	 	 	 
	 	 	515 Post Oak Blvd.	 	 
	 	 	Houston, Texas 77027	 	 
	 	 	Attention: General Counsel	 	 
	 	 	Telephone: (713) 693-4000	 	 
	 	 	Telecopy: (713) 693-4484	 	 






Signature Page to Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	UBS AG, STAMFORD BRANCH,	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ RICHARD L. TAVROW
 

Richard L. Tavrow
	 	 
	 

	 	Title:
	 	Director, Banking Products Services, US	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ DAVID B. JULIE
 

David B. Julie
	 	 
	 

	 	Title:
	 	Assoc. Director, Banking Products Services US	 	 
	 
	 	 	 	 	 	 
	 	 	Notice Information:	 	 
	 
	 	 	 	 	 	 
	 	 	677 Washington Blvd.	 	 
	 	 	Stamford, CT 06901	 	 
	 	 	Telephone: 203-719-3241	 	 
	 	 	Telecopy: 203-719-4176	 	 
	 	 	Email: DL-UBSAgency@ubs.com	 	 
	 	 	Attn: Christopher Gomes	 	 
	 
	 	 	 	 	 	 
	 	 	with a copy to:	 	 
	 
	 	 	 	 	 	 
	 	 	677 Washington Blvd.	 	 
	 	 	Stamford, CT 06901	 	 
	 	 	Telephone: 203-719-3241	 	 
	 	 	Telecopy: 203-719-4176	 	 
	 	 	Email: DL-UBSAgency@ubs.com	 	 
	 	 	Attn: Houssem Daly	 	 






Signature Page to Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	LENDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ RICHARD L. TAVROW
 

Richard L. Tavrow
	 	 
	 

	 	Title:
	 	Director, Banking Products Services, US	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ DAVID B. JULIE
 

David B. Julie
	 	 
	 

	 	Title:
	 	Assoc. Director, Banking Products Services US	 	 
	 
	 	 	 	 	 	 
	 	 	Notice Information:	 	 
	 
	 	 	 	 	 	 
	 	 	677 Washington Blvd.	 	 
	 	 	Stamford, CT 06901	 	 
	 	 	Telephone: 203-719-3241	 	 
	 	 	Telecopy: 203-719-4176	 	 
	 	 	Email: DL-UBSParticipant@ubs.com	 	 
	 	 	Attn: Marie Haddad	 	 






Signature Page to Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ SHELLEY A. MCGREGOR
 

Shelley McGregor
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Notice Information:	 	 
	 
	 	 	 	 	 	 
	 	 	901 Main Street	 	 
	 	 	Dallas, TX 75202	 	 
	 	 	Telephone: (214) 209-2031	 	 
	 	 	Telecopy: (214) 290-9485	 	 
	 	 	Attention: Melissa Lopez	 	 






Signature Page to Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	WILLIAM STREET LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ MARK WALTON
 

Mark Walton
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






Signature Page to Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ NICHOLAS A. BELL
 

Nicholas A. Bell
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ MARCUS TARKINGTON
 

Marcus Tarkington
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ RAINER MEIER
 

Rainer Meier
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Notice Information:	 	 
	 
	 	 	 	 	 	 
	 	 	Shirley Burrow	 	 
	 	 	Deutsche Bank Securities Inc.	 	 
	 	 	700 Louisiana Street	 	 
	 	 	Houston, TX 77002	 	 
	 	 	Telephone: (832) 239-4630	 	 
	 	 	Telecopy: (832) 239-4693	 	 
	 
	 	 	 	 	 	 
	 	 	With a copy to:	 	 
	 
	 	 	 	 	 	 
	 	 	Scott Linthicum	 	 
	 	 	Deutsche Bank Securities Inc.	 	 
	 	 	60 Wall Street	 	 
	 	 	New York, NY 10005	 	 
	 	 	Telephone: (212)250-3981	 	 
	 	 	Telecopy: (212)797-0070	 	 






Signature Page to Credit Agreement




 









 





EXHIBIT A




ASSIGNMENT AND ASSUMPTION




          This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below (the “Effective Date”) and is entered into by and between
[Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee], (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given
to them in the Credit Agreement identified below (as amended, supplemented or restated from time to
time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed
to and incorporated herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.




          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit and
guarantees included in such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of the foregoing,
including contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the “Assigned Interest”). Such sale and assignment is
without recourse to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.




	 	 	 	 	 	 	 	 	 
	1.

	 	Assignor:	 	 	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2.

	 	Assignee:	 	 	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 	 	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]
	 
	 	 	 	 	 	 	 	 
	3.	 	Borrower:	 	Weatherford International Ltd.
	 
	 	 	 	 	 	 	 	 
	4.	 	Administrative Agent:	 	UBS AG, Stamford Branch, as the administrative agent
	 

	 	 	 	under the Credit Agreement	 	 	 	 








 




			
	1	 	Select as applicable.





A-1









 





	 	 	 	 	 
	5.

	 	Credit Agreement:
	 	The Credit Agreement dated as of October 20, 2008 among Weatherford International Ltd., the
other Borrowers from time to time thereunder, Weatherford International, Inc., as Guarantor, the
Lenders parties thereto and UBS AG, Stamford Branch, as Administrative Agent
	 
	 	 	 	 
	6.

	 	Assigned Interest:	 	 






	 	 	 	 	 	 	 	 	 
	Aggregate Amount of	 	 	 	 
	Commitments/Revolving	 	Amount of	 	Percentage Assigned of
	Credit Exposure for	 	Commitment/Revolving	 	Commitment/Revolving
	All Lenders	 	Credit Exposure Assigned	 	Credit Exposure2
	$
	 	$	 	 	 	 	%	 
	$
	 	$	 	 	 	 	%	 
	$
	 	$	 	 	 	 	%	 






	 	 	 	 	 
	7.

	 	Effective Date:
	 	                                        ,
20___ [TO BE INSERTED
BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]






The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	 	ASSIGNOR:
	 
	 	 	 	 
	 	 	[NAME OF ASSIGNOR]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	ASSIGNEE:
	 
	 	 	 	 
	 	 	[NAME OF ASSIGNEE]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 







 




			
	2	 	Set forth, to at least 9 decimals, as a percentage of
the Commitments/Revolving Credit Exposure of all Lenders thereunder.




A-2









 











[Consented to and]1 Accepted:




UBS AG, STAMFORD BRANCH,

      as Administrative Agent




By:                                                                       
         

Name:

Title:




By:                                                                       
         

Name:

Title:




Consented to:




UBS AG, STAMFORD BRANCH,

      as Issuing Bank




By:                                                                                 

Name:

Title:




By:                                                                                 

Name:

Title:




[Consented to:]2




WEATHERFORD INTERNATIONAL LTD.,

      as Borrower




By:                                                                                 

Name:

Title:






 




			
	1	 	To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.
	 
	2	 	To be added only if the consent of WIL is required by
the terms of the Credit Agreement.




A-3









 










ANNEX 1




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




     1. Representations and Warranties.



     1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of any Obligor, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by any Obligor, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



     1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 7.01
thereof, as applicable, and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent or any other Lender, [and] (v) if it
is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the
Assignee [and (vi) it is not subject under current law to any withholding tax on amounts payable to
it under the Credit Agreement]3; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.





 




			
	3	 	Only required if the consent of WIL is required by the
terms of the Credit Agreement.




A-4









 










     [It is expressly understood and agreed by all parties hereto that WIL is a third party
beneficiary of the representation of the Assignee contained in clause (a)(vi) of Section 1.2
above.]4



     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.



     3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.





 




			
	4	 	Only required if the consent of WIL is required by the
terms of the Credit Agreement.




A-5









 










EXHIBIT B




FORM OF BORROWING REQUEST




                    , 20__




UBS AG, Stamford Branch

677 Washington Boulevard

Stamford, Connecticut 06901

Attention of: Christopher Gomes




Ladies and Gentlemen:




     Reference is made to the Credit Agreement dated as of October 20, 2008 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among
Weatherford International Ltd., Weatherford International, Inc., UBS AG, Stamford Branch, as
Administrative Agent, and the lenders party thereto. Capitalized terms used but not otherwise
defined herein shall have the meanings specified therefor in the Credit Agreement.



     [                    ]1 hereby gives you notice pursuant to Section 2.02 of the
Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection
sets forth below the terms on which such Borrowing is requested to be made:



	 	 	 	 	 
	(A)

	 	Principal amount of Borrowing :	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	(B)

	 	Date of Borrowing (which is a Business Day):	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	(C)

	 	Type of Borrowing:
	 	[ABR] [Eurodollar]
	 
	 	 	 	 
	(D)

	 	Interest Period and the last day thereof2:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	(E)	 	Funds are requested to be disbursed to the following account of the Borrower3:






	 	 	 	 	 	 	 
	 

	 	Bank name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	ABA Routing No.:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Bank address:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Account No.:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Account Name:	 	 	 	 
	 

	 	 	 	 	 	 







 




			
	1	 	Insert name of Borrower requesting the Borrowing.
	 
	2	 	For Eurodollar Borrowings only. Shall be subject to
the definition of “Interest Period” in the Credit Agreement.
	 
	3	 	Which shall comply with the requirements of
Section 2.03 of the Credit Agreement.




B-1









 










      Attn/Reference :                                                                                       




     IN WITNESS WHEREOF, the undersigned has executed this Borrowing Request this ___day of
                    , 20___.



Very truly yours,




[NAME OF REQUESTING BORROWER]





By:                                                                    
            

Name:

Title:




B-2









 





EXHIBIT C




FORM OF INTEREST ELECTION REQUEST




                    , 20__




UBS AG, Stamford Branch

677 Washington Boulevard

Stamford, Connecticut 06901

Attention of: Christopher Gomes




Ladies and Gentlemen:




     Reference is made to the Credit Agreement dated as of October 20, 2008 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among
Weatherford International Ltd., Weatherford International, Inc., UBS AG, Stamford Branch, as
Administrative Agent, and the lenders party thereto. Capitalized terms used but not otherwise
defined herein shall have the meanings specified therefor in the Credit Agreement.



     [                    ]1 hereby gives you notice pursuant to Section 2.04 of the
Credit Agreement that it elects to [continue the Borrowing listed below, or a portion thereof as
described below] [convert the Borrowing listed below, or a portion thereof as described below, to a
different Type], and in that connection sets forth below the terms on which such [conversion]
[continuation] is to be made.



	 	 	 	 	 	 	 
	 

	 	(A)
	 	The amount of the Borrowing to which	 	 
	 

	 	 	 	this Interest Election Request applies2:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(B)
	 	The effective date of the election	 	 
	 

	 	 	 	(which is a Business Day):	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(C)
	 	Type of Borrowing following	 	 
	 

	 	 	 	[conversion] [continuation]:
	 	[ABR] [Eurodollar]
	 
	 	 	 	 	 	 
	 

	 	(D)
	 	Interest Period and the last day thereof3:	 	 
	 

	 	 	 	 	 	 







 




			
	1	 	Insert name of Borrower requesting the conversion or
continuation.
	 
	2	 	If different options are being elected with respect to
different portions of such Borrowing, specify the portions thereof to be
allocated to each resulting Borrowing and specify the information requested in
clauses (B), (C) and (D) for each resulting Borrowing.
	 
	3	 	For Eurodollar Borrowings only. Shall be subject to
the definition of “Interest Period” in the Credit Agreement.




C-1









 










     IN WITNESS WHEREOF, the undersigned has executed this Interest Election Request this ___day
of                     , 20___.



Very truly yours,




[NAME OF REQUESTING BORROWER]




By:                                                                    
            

Name:

Title:




C-2









 





EXHIBIT D




FORM OF

PROMISSORY NOTE




                    , 200__




     WEATHERFORD INTERNATIONAL LTD., a Bermuda exempted company (the “Borrower”), for value
received, promises and agrees to pay to                                          (the “Lender”), or order,
at the principal office of UBS AG, Stamford Branch, as Administrative Agent, at 677 Washington
Boulevard, Stamford, Connecticut 06901, the principal sum of such Lender’s Commitment, or such
lesser amount as shall equal the aggregate unpaid principal amount of the Loans owed to the Lender
under the Credit Agreement, as hereafter defined, in immediately available funds, on the dates and
in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid
principal amount as provided in the Credit Agreement for such Loans, at such office, in like funds,
for the period commencing on the date of each such Loan until such Loan shall be paid in full, at
the rates per annum and on the dates provided in the Credit Agreement. All payments of principal
and interest hereunder in respect of each Loan shall be made in immediately available funds in the
Currency in which principal and interest on such Loan are payable as provided in the Credit
Agreement.



     This note evidences the Loans owed to the Lender under that certain Credit Agreement dated as
of October 20, 2008, by and among the Borrower, Weatherford International, Inc. (“WII”), as
Guarantor, UBS AG, Stamford Branch, as Administrative Agent and the other financial institutions
parties thereto (including the Lender) (such Credit Agreement, together with all amendments or
supplements thereto and restatements or modifications thereof, being the “Credit
Agreement”), and shall be governed by the Credit Agreement. Capitalized terms used in this
note and not defined in this note, but which are defined in the Credit Agreement, have the
respective meanings herein as are assigned to them in the Credit Agreement.



     The Lender is hereby authorized by the Borrower to endorse on Schedule A (or a continuation
thereof) attached to this note, the applicable Borrower and Type of each Loan owed to the Lender,
the amount and date of each payment or prepayment of principal of each such Loan received by the
Lender and the Interest Periods and interest rates applicable to each Loan, provided that any
failure by the Lender to make any such endorsement shall not affect the obligations of the Borrower
under the Credit Agreement or under this note in respect of such Loans.



     This note may be held by the Lender for the account of its applicable lending office and,
except as otherwise provided in the Credit Agreement, may be transferred from one lending office of
the Lender to another lending office of the Lender from time to time as the Lender may determine.



     Except only for any notices which are specifically required by the Credit Agreement, the
Borrower and any and all co-makers, endorsers, guarantors and sureties severally waive notice
(including but not limited to notice of intent to accelerate and notice of acceleration, notice of
protest and notice of dishonor), demand, presentment for payment, protest, diligence in collecting
and the filing of suit for the purpose of fixing liability, and consent that the time of



D-1









 







payment
hereof may be extended and re-extended from time to time without notice to any of
them. Each such person agrees that his, her or its liability on or with respect to this note
shall not be affected by any release of or change in any guaranty or security at any time existing
or by any failure to perfect or maintain perfection of any lien against or security interest in any
such security or the partial or complete unenforceability of any guaranty or other surety
obligation, in each case in whole or in part, with or without notice and before or after maturity.



     The Credit Agreement provides for the acceleration of the maturity of this note upon the
occurrence of certain events and for prepayment of Loans upon the terms and conditions specified
therein. Reference is made to the Credit Agreement for all other pertinent purposes.



     This note is issued pursuant to and is entitled to the benefits, including, without
limitation, the Guaranty of WII contained in Article XI of the Credit Agreement.



     This note shall be construed in accordance with and be governed by the law of the State of New
York and the United States of America from time to time in effect.



	 	 	 	 	 	 	 
	IN WITNESS WHEREOF:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 
	WEATHERFORD INTERNATIONAL LTD.

	 	 	)	 	 	 
	was hereunto affixed

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 






By:                                                                                 




Name:




Title:




D-2









 





SCHEDULE A

TO

PROMISSORY NOTE




This note evidences the Loans owed to the Lender under the Credit Agreement, in the principal
amount set forth below and the applicable Interest Periods and rates for each such Loan, subject to
the payments of principal set forth below:



SCHEDULE

OF

LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	of	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Principal	 	 	Principal	 	 	 	 	 	 	 	 	 	 	Notation	 
	 	 	 	 	 	 	Interest	 	 	 	 	 	 	Amount of	 	 	Paid or	 	 	Interest	 	 	Balance of	 	 	Made	 
	Borrower	 	Date	 	 	Period	 	 	Rate	 	 	Loan	 	 	Prepaid	 	 	Paid	 	 	Loans	 	 	by	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





D-3









 





EXHIBIT F




FORM OF COMPLIANCE CERTIFICATE




     The undersigned hereby certifies that such officer is the                                         of
Weatherford International Ltd. (“WIL”), and that such officer is authorized to execute this
certificate on behalf of such Borrower pursuant to the Credit Agreement (the “Credit
Agreement”) dated as of October 20, 2008 (as further restated, amended, modified, supplemented
and in effect from time to time, the “Credit Agreement”), among WIL (together with any
other Persons from time to time becoming Borrowers thereunder pursuant to Section 12.01(c)
thereof, collectively, the “Borrowers”), Weatherford International, Inc. (“WII”
and, together with the Borrowers, collectively the “Obligors”), the Lenders and UBS AG,
Stamford Branch, as Administrative Agent; and that a review of the Obligors have been made under
such officer’s supervision with a view to determining whether the Obligors have fulfilled all of
their respective obligations under the Credit Agreement, the Notes and the other Loan Documents;
and on behalf of WIL further certifies, represents and warrants that to the knowledge of such
officer, after due inquiry (each capitalized term used herein having the same meaning given to it
in the Credit Agreement unless otherwise specified):




     No Default or Event of Default has occurred and is continuing. In this regard, the
compliance with the provisions of Sections 8.04 and 8.06 of the Credit
Agreement (or if any Default or Event of Default does exist, attached is a description of
such event) is as follows:




     (a) Section 8.04(b) — Indebtedness of Subsidiaries (other than Subsidiaries
that are Obligors)



	 	 	 	 	 
	Actual	 	Required	 
	$                    
	 	$	                    	1







     (b) Section 8.06 — Consolidated Indebtedness to Total Capitalization



	 	 	 	 	 
	Actual	 	Required	 
	                    %
	 	 	60%	 






Attached are calculations demonstrating such compliance.






 




			
	1	 	Not more than 20% of WIL’s Net Worth.




F-1









 










          DATED as of                                         .




[SIGNATURE OF AUTHORIZED OFFICER OF WIL]     





F-2









 





EXHIBIT G




FORM OF JOINDER AGREEMENT




     This JOINDER AGREEMENT (this “Agreement”) is dated as of                     , 20___by
[Applicable Subsidiary], a                      (the “Additional Borrower”), in connection with the
Credit Agreement dated as of October 20, 2008, by and among Weatherford International Ltd.
(“WIL”), the other Borrowers from time to time thereunder, Weatherford International, Inc.,
as Guarantor, UBS AG, Stamford Branch, as Administrative Agent, and the other financial
institutions from time to time parties thereto (such Credit Agreement, as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized
terms used but not otherwise defined herein shall have the meanings specified therefor in the
Credit Agreement.



RECITALS




     A. The Credit Agreement provides that WIL may cause the Additional Borrower to become a
Borrower thereunder by, among other things, causing the Additional Borrower to deliver to the
Administrative Agent this Agreement.



     B. The Additional Borrower desires to become a Borrower under the Credit Agreement.



     NOW THEREFORE, the Additional Borrower hereby agrees as follows:



     The Additional Borrower agrees to be bound by all of the provisions of the Credit Agreement
and the other Loan Documents applicable to a “Borrower” thereunder and agrees that it shall, on and
as of the date this Agreement is accepted by the Administrative Agent and the other conditions
specified in Section 12.01(c) of the Credit Agreement are satisfied, become a party to the
Credit Agreement and a “Borrower” for all purposes thereunder to the same extent as if originally a
party thereto.



     This Agreement shall be construed in accordance with and governed by the law of the State of
New York.



     IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed and delivered by
a duly authorized officer on the date first above written.



G-1









 





[NAME OF ADDITIONAL BORROWER]




By:                                                                    
            

Name:

Title:




Address for notices:




                                                            




                                                            




                                                            




Accepted as of the date first above written:




UBS AG, Stamford Branch,

as Administrative Agent




By:                                                                       
         

Name:

Title:




By:                                                                       
         

Name:

Title:




G-2









 





SCHEDULE 1.01A




LENDERS




UBS LOAN FINANCE LLC




BARCLAYS BANK PLC




BANK OF AMERICA, N.A.




WILLIAM STREET LLC




DEUTSCHE BANK AG NEW YORK BRANCH




S-1









 








SCHEDULE 2.01




COMMITMENTS




	 	 	 	 	 
	Bank	 	Allocation	 
	UBS Loan Finance LLC
	 	$	133,300,000	 
	 
	 	 	 	 
	Barclays Bank PLC
	 	$	100,000,000	 
	 
	 	 	 	 
	Bank of America, N.A.
	 	$	100,000,000	 
	 
	 	 	 	 
	William Street LLC
	 	$	66,700,000	 
	 
	 	 	 	 
	Deutsche Bank AG New York Branch
	 	$	100,000.00	 
	 
	 	 	 	 
	TOTAL
	 	$	500,000,000	 
	 
	 	 	 







S-2