exv4w2






Exhibit 4.2




OMNIBUS CONSENT AND AMENDMENT TO CREDIT AGREEMENT 



THIS OMNIBUS CONSENT AND AMENDMENT TO 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” or the “Borrower”), Weatherford International, Inc., a Delaware
corporation (“WII” or the “Guarantor”), as Guarantor, Weatherford International
Ltd., a Swiss joint stock corporation (“WIL-Switzerland”), Deutsche Bank AG Cayman Islands
Branch, as administrative agent for the Lenders (the “Administrative Agent”), and the
Lenders (as defined in the Credit Agreement referred to below) party hereto.




RECITALS:



WHEREAS, WIL desires to effect a “Redomestication”, as that term is defined in the Credit Agreement
dated as of March 19, 2008 (as amended or modified prior to the date hereof, the “Credit
Agreement”), among the Borrower, the 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 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 Borrower, 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 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 corporation validly incorporated and existing in good standing
(to the extent the concept of good standing is applicable) under the laws of Switzerland;



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     (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;




     (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);
and




     (f) with respect to each of the Borrower, the Guarantor and WIL-Switzerland, (i) the
execution, delivery and performance of this Consent and Amendment by such Person have been
duly authorized by all requisite corporate action on the part of such Person; and (ii) this
Consent and Amendment, the Credit Agreement and each other Loan Document to which such
Person is a party constitute valid and legally binding agreements enforceable against such
Person in accordance with their respective terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws relating to or affecting the enforcement of creditors’ rights generally and by
general principles of equity.


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 introductory paragraph of the Credit Agreement is amended by deleting clause (b) thereof in
its entirety and replacing it 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”);”.




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





     “WIL-Switzerland” has the meaning specified in paragraph
(b) of the introductory paragraph of the Credit Agreement.



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


(c) 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 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



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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) of the introductory paragraph of
the Credit Agreement.




     “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”),




     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



4









 







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.


(d) 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”.



(e) 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”.



(f) 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.



(g) 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)”.



(h) 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.



(i) 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”.




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(j) 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”.



(k) 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”.



(l) 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”.



(m) The definition of “Public Debt Offering” in Section 1.01 of the Credit Agreement is hereby
amended by replacing the reference to “the Guarantor” contained therein with a reference to “WII”.



(n) 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”.



(o) 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”.



(p) 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”.



(q) 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”.



(r) Section 4.03(b) of the Credit Agreement is hereby amended by replacing clause (iv) thereof with
the following: “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”.



(s) The preamble of Article VI of the Credit Agreement is hereby amended by deleting the phrase
“WIL represents and warrants” and in place thereof inserting the phrase “WIL-Switzerland represents
and warrants”.



(t) Section 6.07(b) of the Credit Agreement is hereby amended by deleting the phrase “Neither the
Borrower nor any of its Subsidiaries” contained in the first line thereof and replacing it with the
phrase “No Obligor nor any of its Subsidiaries”.



(u) 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”.




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(v) 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”.



(w) 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 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



7









 







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 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



8









 







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.”


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



(y) 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”.



(z) 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”.



(aa) Section 12.01(c) of the Credit Agreement is hereby amended by replacing each reference to
“WIL” contained therein with a reference to “WIL-Switzerland”.



(bb) 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”.



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



(dd) Exhibit A to the Credit Agreement is hereby amended by replacing the description of the Credit
Agreement contained in paragraph 5 thereof with the following:





“The Credit Agreement dated as of March 19, 2008 among Weatherford
International Ltd. (a Bermuda exempted 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 Deutsche Bank AG Cayman Islands Branch, as
Administrative Agent, as amended, modified, restated or supplemented from
time to time”.


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



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



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, WIL-Switzerland
and the Required Lenders;



9









 






     (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 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 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;




     (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.



10









 




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 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 and an “Obligor” for all purposes thereof to the same extent as if originally a party
thereto.



7. Ratification. The Credit Agreement and the Guaranty 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 5-1401 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>




11









 




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:

Name:
	 	/s/ Andrew P. Becnel
 

Andrew P. Becnel
	 	 
	 

	 	Title:
	 	Sr. Vice President & Chief Financial Officer	 	 






Signature Page to Omnibus Consent and Amendment




 









 





	 	 	 	 	 	 	 
	 	 	WII:	 	 
	 
	 	 	 	 	 	 
	 	 	WEATHERFORD INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Andrew P. Becnel
 

Andrew P. Becnel
	 	 
	 

	 	Title:
	 	Sr. Vice President & Chief Financial Officer	 	 






Signature Page to Omnibus Consent and Amendment




 









 





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

	 	By:

Name:
	 	/s/ Andrew P. Becnel
 

Andrew P. Becnel
	 	 
	 

	 	Title:
	 	Sr. Vice President & Chief Financial
Officer	 	 






Signature Page to Omnibus Consent and Amendment




 









 





	 	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG CAYMAN ISLANDS

BRANCH,	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ming K. Chu
 

Ming K. Chu
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Heidi Sandquist
 

Heidi Sandquist
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Omnibus Consent and Amendment




 









 





	 	 	 	 	 	 	 
	 	 	LENDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG CAYMAN ISLANDS

BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ming K. Chu
 

Ming K. Chu
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Heidi Sandquist
 

Heidi Sandquist
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Omnibus Consent and Amendment




 









 








	 	 	 	 	 	 	 
	 	 	WILLIAM STREET LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark Walton
 

Mark Walton
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






Signature Page to Omnibus Consent and Amendment




 









 





	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH BANK USA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Louis Alder
 

Louis Alder
	 	 
	 

	 	Title:
	 	First Vice President	 	 






Signature Page to Omnibus Consent and Amendment




 









 





	 	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, Ltd.,	 	 
	 	 	New York Branch	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






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 Credit Agreement dated as of March 19, 2008 (as restated, amended, modified, supplemented
and in effect from time to time, the “Credit Agreement”), among Weatherford International
Ltd., a Bermuda exempted company (“WIL”, and 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 WIL-Switzerland (together
with the Borrowers and WII, collectively, the “Obligors”), the Lenders and Deutsche Bank AG
Cayman Islands Branch, 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.




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     DATED as of                                         .



	 	 	 	 	 
	 

	 	 

[SIGNATURE OF AUTHORIZED OFFICER OF 

WIL-SWITZERLAND]
	 	 







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