exv4w1






Exhibit 4.1




Execution Version




OMNIBUS CONSENT AND AMENDMENT TO SECOND AMENDED

AND RESTATED CREDIT AGREEMENT 




          THIS OMNIBUS CONSENT AND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Consent and Amendment”) is entered into as of January 9, 2009 by and among Weatherford
International Ltd., a Bermuda exempted company (“WIL”), Weatherford International, Inc., a
Delaware corporation (“WII” or the “Guarantor”), as Guarantor, Weatherford Capital
Management Services Limited Liability Company, a Hungarian limited liability company
(“WCMS”), Weatherford Liquidity Management Hungary Limited Liability Company, a Hungarian
limited liability company (“HOC”, and together with WIL and WCMS, collectively, the
“Borrowers”), Weatherford International Ltd., a Swiss joint stock corporation
(“WIL-Switzerland”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders
(the “Administrative Agent”), and the Lenders listed on the signature pages attached hereto
under the heading “Lenders”.




RECITALS:




          WHEREAS, WIL desires to effect a “Redomestication”, as that term is defined in the Second
Amended and Restated Credit Agreement dated as of May 2, 2006 (as amended or modified prior to the
date hereof, the “Credit Agreement”), among the Borrowers, WII, as Guarantor, the
Administrative Agent and the Lenders party thereto;




          WHEREAS, pursuant to an exchange of the shares of common stock issued by WIL for the shares of
common stock issued by WIL-Switzerland, upon the consummation of such share exchange as
contemplated in the Share Exchange Agreement dated as of December 10, 2008 (the “Share Exchange
Agreement”), between WIL and WIL-Switzerland (WIL-Switzerland currently being a wholly owned
subsidiary of WIL) (the “Share Exchange”), WIL will become a wholly owned Subsidiary of
WIL-Switzerland; and




          WHEREAS, the consent of the Required Lenders is required under the Credit Agreement in order
to effect a Redomestication in Switzerland, and the Required Lenders, signatory hereto, desire to
grant such consent and amend the Credit Agreement in connection therewith;




          NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:




          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have
the meanings set forth therefor in the Credit Agreement.




          2. Representations and Warranties. The Borrowers, WIL-Switzerland and the Guarantor
represent and warrant that, as of the Effective Date:





     (a) the Redomestication has been consummated in accordance in all material respects
with the terms of the Share Exchange Agreement, and all conditions precedent to



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such consummation have been satisfied or waived, in compliance in all material respects
with all applicable laws, regulations and governmental and judicial approvals;




     (b) WIL-Switzerland is a joint stock corporation validly incorporated and existing in
good standing (to the extent the concept of good standing is applicable) under the laws of
Switzerland;




     (c) WIL is a wholly-owned Subsidiary of WIL-Switzerland;




     (d) the Capital Stock of each class issued and outstanding of WIL-Switzerland
immediately following the Share Exchange is beneficially owned by the same Persons, and in
the same percentages, as was the Capital Stock of WIL immediately prior to the Share
Exchange and WIL-Switzerland will continue to be owned, directly or indirectly, 100% by
Persons who were shareholders of WIL immediately prior to such transaction; and




     (e) (i) the Share Exchange does not constitute a Default or an Event of Default under
the Credit Agreement, and constitutes a Redomestication permitted under the Credit Agreement
and (ii) the representations and warranties set forth in Article VI of the Credit Agreement
and in the other Loan Documents are true and correct in all material respects as of, and as
if such representations and warranties were made on, the Effective Date (unless any 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).



          3. Consent. Subject to satisfaction of the conditions precedent set forth in Section
5 hereof, each of the Lenders party hereto hereby irrevocably consents to the Redomestication of
WIL in Switzerland, such that pursuant to an exchange of the shares of common stock issued by WIL
for the shares of common stock issued by WIL-Switzerland, upon the consummation of such share
exchange, WIL shall become a wholly owned Subsidiary of WIL-Switzerland.




          4. Amendments to Credit Agreement.




          (a) The cover page of the Credit Agreement is hereby amended by:





          (i) deleting the phrase “$750,000,000 INITIAL AGGREGATE COMMITMENTS” appearing thereon
and replacing it with the phrase “$1,500,000,000 AGGREGATE COMMITMENTS”;




          (ii) deleting the reference to “WEATHERFORD LIQUIDITY MANAGEMENT HUNGARY LIMITED
LIABILITY COMPANY,” thereon and replacing it with the phrase “THE OTHER BORROWERS PARTY
HERETO,”; and




          (iii) inserting the phrase “WEATHERFORD INTERNATIONAL LTD.” thereon below the line that
reads “AS GUARANTOR” and above the line that reads “JPMORGAN CHASE BANK, N.A.,”.



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          (b) The introductory paragraph of the Credit Agreement is hereby amended by deleting clauses
(b) and (c) thereof in their entirety and replacing them with the following:





	 	“(b)	 	 Weatherford International Ltd., a Swiss joint stock corporation
(“WIL-Switzerland”), and Weatherford International, Inc., a Delaware
corporation (“WII” and, together with WIL-Switzerland, the
“Guarantors” and each, individually, a “Guarantor”);
	 
	 	(c)	 	Weatherford Liquidity Management Hungary Limited Liability
Company, a Hungarian limited liability company (“HOC”), and Weatherford
Capital Management Services Limited Liability Company, a Hungarian limited
liability company (“WCMS” and, together with WIL, HOC and 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”);”





          (c) Section 1.01 of the Credit Agreement is hereby amended by inserting the following
definitions therein in the proper alphabetical order:





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




     “WIL-Switzerland” has the meaning specified in paragraph (b) on
page one.




     “WIL-Switzerland Guaranty” means the Guaranty Agreement made by
WIL-Switzerland pursuant to which WIL-Switzerland guarantees the Obligations.



          (d) The definitions of “Change of Control”, “Guarantor”, “Obligors” and “Redomestication” in
Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to read as
follows:





     “Change of Control” means an event or series of events by which: (a) in
the case of WIL-Switzerland, (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-Switzerland, except as a result of a Redomestication in which the Persons who
were the shareholders of WIL-Switzerland immediately prior to such Redomestication
continue to own, directly or indirectly, 100% of the issued and outstanding Capital
Stock of each class of WIL-Switzerland; (ii) the shareholders of WIL-Switzerland
approve any plan of liquidation, winding up or dissolution of



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WIL-Switzerland, except in connection with a Redomestication of
WIL-Switzerland; (iii) WIL-Switzerland conveys, transfers or leases all or
substantially all of its assets to any Person except in connection with a
Redomestication of WIL-Switzerland; or (iv) during any period of twelve consecutive
months, individuals who, at the beginning of such period, constituted the Board of
Directors of WIL-Switzerland (together with any new directors whose appointment or
election by such Board of Directors or whose nomination for election by the
shareholders of WIL-Switzerland, 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-Switzerland then in office, but excluding from the
foregoing clause any change in the composition or membership of the Board of
Directors of WIL-Switzerland resulting from the addition thereto or removal
therefrom of directors in connection with WIL-Switzerland’s compliance with the
United States Sarbanes Oxley Act of 2002 or the rules and regulations of any stock
exchange on which WIL-Switzerland’s securities are listed, pursuant to the
recommendation of WIL-Switzerland’s legal counsel; or (b) in the case of any other
Obligor, except in a transaction permitted by Section 8.02, WIL-Switzerland
or the New Parent ceases to own, after giving effect to such event or series of
events, directly or indirectly, 100% of the issued and outstanding Capital Stock of
each class of such Obligor.




     “Guarantor” and “Guarantors” have the respective meanings
specified in paragraph (b) on page one.




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




     “Redomestication” means:




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




     (b) any continuation, discontinuation, amalgamation, merger,
conversion, consolidation or domestication or similar action with respect to
WIL-Switzerland, 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-Switzerland (the “New
Parent”),



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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-Switzerland immediately prior thereto and, if the Surviving Person
is WIL, WII or the New Parent, the Surviving Person continues to be owned, directly
or indirectly, 100% by Persons who were shareholders of WIL-Switzerland 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, (iii) if applicable, the documents required by
Section 8.02(c) and (iv) if the Surviving Person is the New Parent, a
guaranty of the Obligations in form and substance reasonably satisfactory to the
Administrative Agent.



          (e) The definition of “Commitment” in Section 1.01 of the Credit Agreement is hereby amended
by deleting the last sentence thereof and replacing it with the following: “The aggregate amount of
the Lenders’ Commitments as of January 9, 2009 is $1,500,000,000.”.




          (f) The definition of “consolidated” in Section 1.01 of the Credit Agreement is hereby amended
by replacing the reference to “WIL” in the last line thereof with a reference to “WIL-Switzerland”.




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          (g) The definition of “ERISA Affiliate” in Section 1.01 of the Credit Agreement is hereby
amended by replacing the reference to “WIL” in the third line thereof with a reference to
“WIL-Switzerland”.




          (h) The definition of “Governmental Authority” in Section 1.01 of the Credit Agreement is
hereby amended by inserting the word “Switzerland,” immediately after the phrase “any State of the
United States,” in the second line thereof.




          (i) The definition of “Index Debt” in Section 1.01 of the Credit Agreement is hereby amended
by replacing the parenthetical contained therein with the following: “(other than WIL-Switzerland
and WII)”.




          (j) The definition of “Loan Documents” in Section 1.01 of the Credit Agreement is hereby
amended by inserting the phrase “the WIL-Switzerland Guaranty,” immediately after the phrase “the
Notes,” in the first line thereof.




          (k) The definition of “Material Adverse Effect” in Section 1.01 of the Credit Agreement is
hereby amended by replacing the reference to “WIL” contained in clause (a) thereof with a reference
to “WIL-Switzerland”.




          (l) The definition of “Material Subsidiary” in Section 1.01 of the Credit Agreement is hereby
amended by replacing each reference to “WIL” contained therein with a reference to
“WIL-Switzerland”.




          (m) The definition of “Permitted Liens” in Section 1.01 of the Credit Agreement is hereby
amended by (i) replacing the phrase “WIL’s Net Worth” contained in clause (a) thereof with the
phrase “WIL-Switzerland’s Net Worth” and (ii) replacing each reference to “WIL” contained in
clauses (b), (e), (g), (h), (j) and (m) thereof with a reference to “WIL-Switzerland”.




          (n) The definition of “Plan” in Section 1.01 of the Credit Agreement is hereby amended by
replacing each reference to “WIL” contained therein with a reference to “WIL-Switzerland”.




          (o) The definition of “Subsidiary” in Section 1.01 of the Credit Agreement is hereby amended
by replacing the reference to “WIL” contained in the final sentence thereof with a reference to
“WIL-Switzerland”.




          (p) Section 1.03 of the Credit Agreement is hereby amended by replacing the reference to “WIL”
contained in clause (a) of the second sentence thereof with the phrase “WIL, the other Obligors”.




          (q) Section 1.04(a) of the Credit Agreement is hereby amended by replacing the phrase
“including any Person that becomes a successor to WIL or WII as a result of a Redomestication”
contained in clause (iv) thereof with the phrase “including any Person that becomes a successor to
WIL-Switzerland, WIL or WII as a result of a Redomestication”.




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          (r) Section 2.14(b) of the Credit Agreement is hereby amended by replacing the reference to
“WIL” contained in clause (C) of the final sentence thereof with a reference to “WIL-Switzerland”.




          (s) Section 4.03(b) of the Credit Agreement is hereby amended by replacing clause (iv) thereof
with the following: “(iv) any Lender fails to provide its consent to a Redomestication under the
laws of a jurisdiction (other than the United Kingdom, The Kingdom of the Netherlands, Luxembourg
or Switzerland) outside of the United States”.




          (t) Sections 7.01 and 7.06 of the Credit Agreement are hereby amended by replacing each
reference to “WIL” contained therein with a reference to “WIL-Switzerland”.




          (u) Section 8.01 of the Credit Agreement is hereby amended by replacing the reference to “WIL”
contained in the first line thereof with a reference to “WIL-Switzerland”.




          (v) Section 8.02 of the Credit Agreement is hereby amended by:





          (i) replacing the references to “WIL” contained in the first and fourth lines of
paragraph (a) thereof with references to “WIL-Switzerland”;




          (ii) deleting clauses (i) and (ii) of the proviso to paragraph (a) thereof in their
entirety and replacing them with the following:




     “(i) in the case of a merger, a consolidation or an amalgamation involving
WIL-Switzerland, if WIL-Switzerland 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 the WIL-Switzerland Guaranty and
assume all rights and obligations of WIL-Switzerland hereunder and thereunder and
(B) deliver to the Administrative Agent one or more opinions of counsel in form,
scope and substance reasonably satisfactory to the Administrative Agent;




     (ii) 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 one or more opinions of counsel in form,
scope and substance reasonably satisfactory to the Administrative Agent;




     (iii) in the case of a merger, a consolidation or an amalgamation involving any
Obligor other than WIL-Switzerland or WIL, if neither such Obligor, WIL-Switzerland,
WIL nor another Obligor that is a Wholly-Owned Subsidiary of WIL-Switzerland is the
surviving Person, then the surviving Person shall (A) be a Wholly-Owned Subsidiary
of WIL-Switzerland after giving effect to such merger, consolidation or
amalgamation, (B) execute and deliver to the



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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 one or more opinions of counsel in form, scope
and substance reasonably satisfactory to the Administrative Agent; and




     (iv) in the case of any such merger, consolidation or amalgamation,
WIL-Switzerland 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-Switzerland as if such transaction had occurred on the first
day of each relevant period for testing such compliance.”;



     (iii) replacing the references to “WIL” contained in paragraph (b) thereof with
references to “WIL-Switzerland”; and




     (iv) deleting paragraphs (c) and (d) thereof in their entirety and replacing them with
the following:





          “(c) Notwithstanding the foregoing provisions, this Section 8.02 shall
not prohibit any Redomestication; provided that (i) in the case of a
Redomestication of WIL-Switzerland, WIL or WII of the type described in
clause (a) of the definition thereof, 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, in the case of WIL-Switzerland, the WIL-Switzerland
Guaranty) and assume all rights and obligations of such Obligor hereunder (and, if
applicable, thereunder) and (B) deliver to the Administrative Agent one or more
opinions of counsel in form, scope and substance reasonably satisfactory to the
Administrative Agent, and (ii) in the case of a Redomestication of WIL-Switzerland,
WIL or WII of the type described in clause (b) of the definition thereof in
which the Person formed pursuant to such Redomestication is a different legal entity
than such Obligor, the Person formed pursuant to such Redomestication shall (A)
execute and deliver to the Administrative Agent an instrument, in form and substance
satisfactory to the Administrative Agent, whereby such Person shall become a party
to this Agreement (and, in the case of WIL-Switzerland, the WIL-Switzerland
Guaranty) and assume all rights and obligations of such Obligor hereunder (and, if
applicable, thereunder) and (B) deliver to the Administrative Agent one or more
opinions of counsel in form, scope and substance reasonably satisfactory to the
Administrative Agent.




          (d) Neither WIL-Switzerland nor WIL shall, and neither WIL-Switzerland nor WIL
shall 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-Switzerland and WIL may wind up, liquidate or dissolve if (i) the owner of all
of the Capital Stock of such Obligor immediately prior to



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such event shall be WIL-Switzerland, a Wholly-Owned Subsidiary of
WIL-Switzerland, 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.”



          (w) Section 8.03 of the Credit Agreement is hereby amended by replacing each reference to
“WIL” contained therein with a reference to “WIL-Switzerland”.




          (x) Sections 8.04, 8.05, 8.06, 8.07 and 8.08 of the Credit Agreement are hereby amended by
replacing each reference to “WIL” contained therein with a reference to “WIL-Switzerland”.




          (y) Section 9.01(j) of the Credit Agreement is hereby amended by replacing each reference to
“WIL” contained therein with a reference to “WIL-Switzerland”.




          (z) Section 12.01(c) of the Credit Agreement is hereby amended by (i) replacing each reference
to “WIL” contained therein with a reference to “WIL-Switzerland”, (ii) inserting “(x)” immediately
after the word “if” but before the phrase “a Default or Event of Default” in the proviso to the
first sentence thereof and (iii) inserting the phrase “, or (y) such Subsidiary 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 such Lender and its Affiliates
cannot legally lend or do business” at the end of the proviso to the first sentence thereof.




          (aa) Section 12.01(d) of the Credit Agreement is hereby amended by replacing the reference to
“WIL” contained in the first line thereof with a reference to “WIL-Switzerland”.




          (bb) Section 12.04 of the Credit Agreement is hereby amended by replacing the phrase “either
Borrower” contained in the tenth line of paragraph (a) thereof with the phrase “any Borrower”.




          (cc) Exhibit A to the Credit Agreement is hereby amended by :





          (i) replacing the list of the Borrowers contained in paragraph 3 thereof with the
following: “Weatherford International Ltd. (a Bermuda exempted company), Weatherford
Liquidity Management Hungary Limited Liability Company and Weatherford Capital Management
Services Limited Liability Company”; and




          (ii) replacing the description of the Credit Agreement contained in paragraph 5 thereof
with the following: “The Second Amended and Restated Credit Agreement dated as of May 2,
2006 among Weatherford International Ltd. (a Bermuda exempted company), Weatherford
Liquidity Management Hungary Limited Liability



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Company, Weatherford Capital Management Services Limited Liability Company, the other
Borrowers from time to time thereunder, Weatherford International Ltd. (a Swiss joint stock
corporation), Weatherford International, Inc., as Guarantor, the Lenders parties thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent, as amended modified, restated or
supplemented from time to time”.



          (dd) Exhibit F to the Credit Agreement is hereby amended and restated in its entirety to read
as set forth in Annex 1 attached hereto.




          (ee) Exhibit G to the Credit Agreement is hereby amended by replacing the reference to “WIL”
contained in Recital A thereof with a reference to “WIL-Switzerland”.




          (ff) Schedule 1.01B to the Credit Agreement is hereby amended and restated in its entirety to
read as set forth in Annex 2 attached hereto.




          (gg) Schedule 2.01 to the Credit Agreement is hereby amended and restated in its entirety to
read as set forth in Annex 3 attached hereto.




          5. Effective Date; Conditions Precedent. This Consent and Amendment shall become
effective at such time as the Administrative Agent has received each of the following (the
“Effective Date”), such receipt being a condition precedent to the effectiveness hereof:





     (a) a counterpart of this Consent and Amendment executed by WIL, WII, HOC, WCMS,
WIL-Switzerland and the Required Lenders;




     (b) evidence of consummation of the Redomestication in accordance in all material
respects with the Share Exchange Agreement (with all conditions precedent to such
consummation having been satisfied or waived);




     (c) a certificate of a Responsible Officer of WIL-Switzerland to the effect that, after
giving effect to this Consent and Amendment, both before and after giving effect to the
Redomestication in Switzerland as described herein above, no Default or Event of Default
exists;




     (d) opinion(s), in form, scope and substance reasonably satisfactory to the
Administrative Agent, of one or more counsel reasonably satisfactory to the Administrative
Agent, addressing such matters in connection with such Redomestication (including, without
limitation, Swiss tax law) as the Administrative Agent may reasonably request;




     (e) a guaranty by WIL-Switzerland of the Obligations in form and substance reasonably
satisfactory to the Administrative Agent;




     (f) a certificate of a Responsible Officer of WIL-Switzerland, dated the Effective Date
and certifying, inter alia, true and complete copies of the deed of foundation or other
organizational documents, each as amended and in effect, of WIL-Switzerland and the
resolutions adopted by the Board of Directors of WIL-Switzerland (1) authorizing the
execution, delivery and performance by



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WIL-Switzerland of the Loan Documents to which it is or shall be a party and
(2) authorizing officers of WIL-Switzerland 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 Consent and Amendment;




     (g) a certificate of the secretary or an assistant secretary of WIL-Switzerland, dated
the Effective Date and certifying the incumbency and specimen signatures of the officers of
WIL-Switzerland executing any documents on its behalf in connection herewith;




     (h) copies of the deed of foundation or other similar organizational documents of
WIL-Switzerland 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 WIL-Switzerland
in each jurisdiction in which the ownership of its properties or the conduct of its business
requires such qualification and where the failure to so qualify would, individually or
collectively, have a Material Adverse Effect;




     (i) payment to the Administrative Agent and the Lenders, as applicable, of all fees and
expenses agreed upon by such parties to be paid on or prior to the Effective Date; and




     (j) copies of all court orders and governmental certificates and orders sanctioning the
consummation of the Redomestication.



          6. Joinder of WIL-Switzerland to Credit Agreement. WIL-Switzerland agrees to be
bound, from and after the Effective Date, by all of the provisions of the Credit Agreement, as
amended hereby, and the other Loan Documents specifically applicable to WIL-Switzerland thereunder
or applicable to an “Obligor” thereunder and agrees that it shall, on and as of the Effective Date,
become a party to the Credit Agreement, as amended hereby, and an “Obligor” for all purposes
thereof to the same extent as if originally a party thereto.




          7. Ratification. The Credit Agreement and each Guaranty executed in connection
therewith are hereby ratified, approved and confirmed in all respects.




          8. Reference to Agreement. From and after the Effective Date hereof, each reference
in the Credit Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import, and
all references to the Credit Agreement in any and all agreements, instruments, documents, notes,
certificates, guaranties and other writings of every kind and nature shall be deemed to mean the
Credit Agreement as modified by this Consent and Amendment.




          9. Costs and Expenses. The Borrower agrees to pay all reasonable costs, fees, and
out-of-pocket expenses (including reasonable attorneys’ fees and disbursements) incurred by the
Administrative Agent in connection with the preparation, execution and enforcement of this Consent
and Amendment.




          10. CHOICE OF LAW. THIS CONSENT AND AMENDMENT SHALL BE GOVERNED BY THE LAW OF THE
STATE OF NEW YORK (INCLUDING SECTION 5-




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1401 OF THE GENERAL OBLIGATIONS LAW) WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.




          11. Execution in Counterparts. This Consent and Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one
and the same agreement.




<signature pages follow>





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          IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be executed
and delivered by their duly authorized officers as of the date hereof.




	 	 	 	 	 
	 	 	WIL:
	 
	 	 	 	 
	 	 	WEATHERFORD INTERNATIONAL, LTD.,
	 	 	a Bermuda exempted company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andrew P. Becnel
	 

	 	 	 	 
	 

	 	Name:
	 	Andrew P. Becnel
	 

	 	Title:
	 	Sr. Vice President & Chief Financial Officer






Signature Page to Omnibus Consent and Amendment




 









 








	 	 	 	 	 
	 	 	WII:
	 
	 	 	 	 
	 	 	WEATHERFORD INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andrew P. Becnel
	 

	 	 	 	 
	 

	 	Name:
	 	Andrew P. Becnel
	 

	 	Title:
	 	Sr. Vice President & Chief Financial Officer






Signature Page to Omnibus Consent and Amendment




 









 








	 	 	 	 	 
	 	 	HOC:
	 
	 	 	 	 
	 	 	WEATHERFORD LIQUIDITY MANAGEMENT
	 	 	HUNGARY LIMITED LIABILITY COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William G. Fulton
	 

	 	 	 	 
	 

	 	Name:
	 	William G. Fulton
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brian Moncur
	 

	 	 	 	 
	 

	 	Name:
	 	Brian Moncur
	 

	 	Title:
	 	Managing Director






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	 	 	WCMS:
	 
	 	 	 	 
	 	 	WEATHERFORD CAPITAL MANAGEMENT
	 	 	SERVICES LIMITED LIABILITY COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William G. Fulton
	 

	 	 	 	 
	 

	 	Name:
	 	William G. Fulton
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brian Moncur
	 

	 	 	 	 
	 

	 	Name:
	 	Brian Moncur
	 

	 	Title:
	 	Managing Director






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	 	 	WIL-SWITZERLAND:
	 
	 	 	 	 
	 	 	WEATHERFORD INTERNATIONAL LTD.,
	 	 	a Swiss joint stock corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andrew P. Becnel
	 

	 	 	 	 
	 

	 	Name:
	 	Andrew P. Becnel
	 

	 	Title:
	 	Sr. Vice President & Chief Financial Officer






Signature Page to Omnibus Consent and Amendment




 









 








	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,
	 	 	as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Helen Carr
	 

	 	 	 	 
	 

	 	Name:
	 	Helen Carr
	 

	 	Title:
	 	Managing Director






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	 	 	LENDERS:
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Helen Carr
	 

	 	 	 	 
	 

	 	Name:
	 	Helen Carr
	 

	 	Title:
	 	Managing Director






Signature Page to Omnibus Consent and Amendment




 









 








	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Gurghigian
	 

	 	 	 	 
	 

	 	Name:
	 	David Gurghigian
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael Willis
	 

	 	 	 	 
	 

	 	Name:
	 	Michael Willis
	 

	 	Title:
	 	Director






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	 	 	THE ROYAL BANK OF SCOTLAND plc
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Preece
	 

	 	 	 	 
	 

	 	Name:
	 	John Preece
	 

	 	Title:
	 	Senior Vice President






Signature Page to Omnibus Consent and Amendment




 









 








	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.


	 

	 	By:
	 	/s/ Donald W. Herrick, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Donald W. Herrick, Jr.
	 

	 	Title:
	 	V.P. & Senior Portfolio Manager






Signature Page to Omnibus Consent and Amendment




 









 








	 	 	 	 	 
	 	 	ABN AMRO BANK N.V.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Sanjay Remond
	 

	 	 	 	 
	 

	 	Name:
	 	Sanjay Remond
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James L. Moyes
	 

	 	 	 	 
	 

	 	Name:
	 	James L. Moyes
	 

	 	Title:
	 	Managing Director






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	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Shelley A. McGregor
	 

	 	 	 	 
	 

	 	Name:
	 	Shelley A. McGregor
	 

	 	Title:
	 	Senior Vice President






Signature Page to Omnibus Consent and Amendment




 









 








	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ,
	 	 	LTD., NEW YORK BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Linda Terry
	 

	 	 	 	 
	 

	 	Name:
	 	Linda Terry
	 

	 	Title:
	 	Vice President and Manager






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	 	 	BAYERISCHE HYPO- UND
	 	 	VEREINSBANK AG, NEW YORK BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yoram Dankner
	 

	 	 	 	 
	 

	 	Name:
	 	Yoram Dankner
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Miriam Trautmann
	 

	 	 	 	 
	 

	 	Name:
	 	Miriam Trautmann
	 

	 	Title:
	 	Director






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	 	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Marcus Tarkington
	 

	 	 	 	 
	 

	 	Name:
	 	Marcus Tarkington
	 

	 	Title:
	 	Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Rainer Meier
	 

	 	 	 	 
	 

	 	Name:
	 	Rainer Meier
	 

	 	Title:
	 	Vice President






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	 	 	DNB NOR BANK ASA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Alfred C. Jones III
	 

	 	 	 	 
	 

	 	Name:
	 	Alfred C. Jones III
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Giacomo Landi
	 

	 	 	 	 
	 

	 	Name:
	 	Giacomo Landi
	 

	 	Title:
	 	Senior Vice President






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	 	 	MORGAN STANLEY BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Melissa James
	 

	 	 	 	 
	 

	 	Name:
	 	Melissa James
	 

	 	Title:
	 	Authorized Signatory






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	 	 	NORDEA BANK NORGE ASA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Tom C. Kuhnle
	 

	 	 	 	 
	 

	 	Name:
	 	Tom C. Kuhnle
	 

	 	Title:
	 	Senior Vice President Shipping, Oil Services
	 

	 	 	 	& International
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mari Kamstedt
	 

	 	 	 	 
	 

	 	Name:
	 	Mari Kamstedt
	 

	 	Title:
	 	Vice President Shipping, Oil Services
	 

	 	 	 	& International






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	 	 	STANDARD CHARTERED BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Natalia Cucalon
	 

	 	 	 	 
	 

	 	Name:
	 	Natalia Cucalon
	 

	 	Title:
	 	Associate Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert K. Reddington
	 

	 	 	 	 
	 

	 	Name:
	 	Robert K. Reddington
	 

	 	Title:
	 	AVP/Credit Documentation
	 

	 	 	 	Credit Risk Control






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	 	 	SUNTRUST BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yann Pirio
	 

	 	 	 	 
	 

	 	Name:
	 	Yann Pirio
	 

	 	Title:
	 	Director






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	 	 	THE BANK OF NOVA SCOTIA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David G. Mills
	 

	 	 	 	 
	 

	 	Name:
	 	David G. Mills
	 

	 	Title:
	 	Managing Director






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	 	 	UBS LOAN FINANCE LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa
	 

	 	 	 	 
	 

	 	Name:
	 	Irja R. Otsa
	 

	 	Title:
	 	Associate Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard L. Tavrow
	 

	 	 	 	 
	 

	 	Name:
	 	Richard L. Tavrow
	 

	 	Title:
	 	Director






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	 	 	WACHOVIA BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul Pritchett
	 

	 	 	 	 
	 

	 	Name:
	 	Paul Pritchett
	 

	 	Title:
	 	Vice President






Signature Page to Omnibus Consent and Amendment





 









 








Annex 1 to Omnibus Consent and Amendment




EXHIBIT F




FORM OF COMPLIANCE CERTIFICATE




     The undersigned hereby certifies that such officer is the                                         of
Weatherford International Ltd., a Swiss joint stock corporation (“WIL-Switzerland”), and
that such officer is authorized to execute this certificate on behalf of WIL-Switzerland pursuant
to the Second Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of
May 2, 2006 (as restated, amended, modified, supplemented and in effect from time to time, the
“Credit Agreement”), among Weatherford International Ltd., a Bermuda exempted company
(“WIL”), Weatherford Liquidity Management Hungary Limited Liability Company, a Hungarian
limited liability company (“HOC”), Weatherford Capital Management Services Limited
Liability Company, a Hungarian limited liability company (together with WIL, HOC and any other
Persons from time to time becoming Borrowers thereunder pursuant to Section 12.01(c)
thereof, collectively, the “Borrowers”), Weatherford International, Inc. (“WII”),
WIL-Switzerland (together with the Borrowers and WII, collectively, the “Obligors”), the
Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent; and that a review of the Obligors
has 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-Switzerland further certifies, represents and warrants that to
the knowledge of such officer (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-Switzerland’s Net Worth.




 









 










     DATED as of   
                    
                 .



  
               
              
              
                  
                 

[SIGNATURE OF AUTHORIZED OFFICER OF

WIL-SWITZERLAND]





 









 








Annex 2 to Omnibus Consent and Amendment




SCHEDULE 1.01B




LENDERS

(as of January 9, 2009)




JPMorgan Chase Bank, N.A.




Calyon New York Branch




The Royal Bank of Scotland plc




UBS Loan Finance




Wells Fargo Bank, N.A.




The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch




ABN AMRO Bank N.V.




Bank of America, N.A.




Deutsche Bank AG New York Branch




Morgan Stanley Bank




Nordea Bank Norge ASA




SunTrust Bank




Wachovia Bank, National Association




DnB NOR Bank ASA




Bayerische Hypo- und Vereinsbank AG, New York Branch




Standard Chartered Bank




The Bank of Nova Scotia




Bank Hapoalim





 









 








SCHEDULE 2.01




COMMITMENTS

(as of January 9, 2009)




	 	 	 	 	 
	Bank	 	Allocation	 
	JPMorgan Chase Bank, N.A.
	 	$	151,000,000	 
	Calyon New York Branch
	 	$	126,000,000	 
	The Royal Bank of Scotland plc
	 	$	126,000,000	 
	UBS Loan Finance
	 	$	126,000,000	 
	Wells Fargo Bank, N.A.
	 	$	126,000,000	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch
	 	$	120,000,000	 
	ABN AMRO Bank N.V.
	 	$	85,000,000	 
	Bank of America, N.A.
	 	$	85,000,000	 
	Deutsche Bank AG New York Branch
	 	$	85,000,000	 
	Morgan Stanley Bank
	 	$	72,000,000	 
	Nordea Bank Norge ASA
	 	$	72,000,000	 
	SunTrust Bank
	 	$	72,000,000	 
	Wachovia Bank, National Association
	 	$	53,000,000	 
	DnB NOR Bank ASA
	 	$	50,000,000	 
	Bayerische Hypo- und Vereinsbank AG, New York Branch
	 	$	50,000,000	 
	Standard Chartered Bank
	 	$	50,000,000	 
	The Bank of Nova Scotia
	 	$	36,000,000	 
	Bank Hapoalim
	 	$	15,000,000	 
	 
	 	 	 	 
	TOTAL
	 	$	1,500,000,000