Exhibit 10.1


 





EXECUTION VERSION 


 


This AMENDMENT TO FORBEARANCE
AGREEMENT (this “Amendment”), dated as of November 14, 2019, is by and among WEATHERFORD INTERNATIONAL LTD.,
a Bermuda exempted company (“WIL-Bermuda”), WOFS ASSURANCE LIMITED, a Bermuda exempted company (“WOFS”,
and together with WIL-Bermuda, the “Borrowers”), WEATHERFORD INTERNATIONAL PLC, an Irish public limited company
(“WIL-Ireland”), each of the Guarantors in their
capacities as such (together with the Borrowers and WIL-Ireland, the “Obligors”), the Lenders (as defined below)
party hereto from time to time and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative
Agent”), and the Issuing Banks party hereto from time to time.


 


W I T N E S E T H :


 


WHEREAS, the Borrowers,
WIL-Ireland, the Guarantors, the Administrative Agent and the Lenders party thereto are parties to that certain Forbearance Agreement,
dated as of July 1, 2019 (as amended, supplemented or otherwise modified, the “Forbearance Agreement”).


 


WHEREAS, the Borrowers
have requested that the Lenders agree to amend certain provisions of the Forbearance Agreement, and the Lenders party hereto have
agreed to amend the Forbearance Agreement as hereinafter set forth.


 


NOW, THEREFORE, in consideration
of the premises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:


 


SECTION 1.        
DEFINITIONS. Unless otherwise defined herein, capitalized terms are used herein as
defined in the Forbearance Agreement.


 


SECTION 2.        
AMENDMENT. Section 3.1(a)(iv)(A) of the Forbearance Agreement is hereby amended and restated in its entirety as follows:


 


“(iv)     (A) The Borrower shall not have delivered to the Lenders on or before November 30, 2019, an executed and binding commitment
letter in respect of the exit revolving credit facility in the principal amount of not less than $600,000,000, including a
letter of credit sublimit of up to $550,000,000, from one or more creditworthy financial institutions which provides
financings of this type in the ordinary course of its business and which is reasonably capable of fulfilling its commitment
and with such conditions to funding that are customary for financings of this type (the “Revolver Exit
Commitment”)”


 


SECTION 3.        
CONDITIONS PRECEDENT. 


 


3.1             
Amendment Effective Date. This Amendment shall become effective (the “Amendment
Effective Date”) on the first date on which all of the following conditions have been satisfied or waived by the Administrative
Agent and the Required Lenders:


 


(a)              
Execution and Delivery. The Administrative Agent shall have received counterparts of this Amendment duly executed
by (a) the Borrowers and WIL-Ireland and (b) the Required Lenders.


 






     


     


    

 


(b)              
No Default. There shall be no Default or Event of Default (other than the Specified Events of Default).


 


(c)              
Representations and Warranties. As of the Amendment Effective Date, the representations and warranties contained
in this Agreement, the Credit Agreement and in each other Loan Document (other than with respect to Specified Events of Default)
shall be true and correct in all material respects (or in any respect to the extent such representation or warranty is qualified
by materiality) on and as of the Amendment Effective Date as if made on and as of the Amendment Effective Date, except to the extent
such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall
have been true and correct in all material respects (or in any respect to the extent such representation or warranty is qualified
by materiality) on and as of such earlier date.


 


(d)              
Payment of Legal Fees. The Obligors shall have paid, on the Amendment Effective Date and to the extent invoiced to
the Borrowers at least one (1) Business Days prior thereto, the reasonable and documented out-of-pocket accrued expenses of the
Administrative Agent, including, without limitation, the reasonable and documented fees, charges and disbursements of Simpson Thacher
 & Bartlett LLP.


 


SECTION 4.        
REPRESENTATIONS AND WARRANTIES. In order to induce the Credit Parties party hereto
to enter into this Amendment, the Obligors party hereto hereby represent and warrant to the Credit Parties that:


 


(a)              
each Obligor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization,
and has all requisite power and authority to execute, deliver and perform its obligations under this Amendment;


 


(b)              
the representations and warranties of each Obligor contained in the Credit Agreement and the other Loan Documents are true
and correct in all material respects on and as of the Amendment Effective Date (except with respect to the Specified Events of
Default) as if made on and as of the Amendment Effective Date, except where such representations and warranties expressly relate
to an earlier date in which case such representations and warranties were true and correct in all material respects as of such
earlier date;


 


(c)              
the execution, delivery, and performance by each Obligor of this Amendment, (i) have been duly authorized by all necessary
corporate, partnership or other proceedings on its part or on its behalf, (ii) does not and will not violate any applicable law
or regulation applicable to such Obligor or the charter, limited liability company agreement, by-laws or other organizational documents
of such Obligor or any order of any Governmental Authority, (iii) does not require any consent or approval of, registration or
filing with (other than any disclosure filing), or any other action by, any Governmental Authority, except as have been made or
obtained or made and are in full force; and


 


(d)               this
Amendment constitutes the legal, valid and binding obligation of each Obligor, enforceable against such Obligor in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.


 






     


     


    

 


SECTION 5.        
CONTINUING EFFECT. Except as expressly provided herein, the Forbearance shall continue
to be and shall remain in full force and effect in accordance with its terms. Except as expressly provided herein, this Amendment
(i) shall not constitute an amendment, waiver or modification of any provision of the Forbearance Agreement and (ii) shall not
be construed as an amendment, waiver or modification of any action on the part of the Borrowers or the other Obligors that would
require an amendment, waiver or consent of the Credit Parties. This Amendment is a Loan Document. 


 


SECTION 6.        
MISCELLANEOUS. Sections 15 and 17 of the Forbearance Agreement are hereby incorporated
herein mutatis mutandis.


 


SECTION 7.        
CONSENT OF GUARANTORS. Each of the Guarantors hereby consents to this Agreement.


 


SECTION 8.        
RELEASE. On and as of the Amendment Effective Date, each of the Obligors (on behalf of itself and its Affiliates)
and its successors-in-title, legal representatives and assignees and, to the extent the same is claimed by right of, through or
under any of the Obligors, for its past, present and future employees, agents, representatives, officers, directors, shareholders,
and trustees (each, a “Releasing Party” and collectively, the “Releasing Parties”), does
hereby release and discharge, and shall be deemed to have forever released and discharged, the Credit Parties, and the Credit
Parties’ respective successors-in-title, legal representatives and assignees, past, present and future officers, directors,
affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all
other persons and entities to whom any of the foregoing would be liable if such persons or entities were found to be liable to
any Releasing Party, or any of them (collectively hereinafter the “Lender Parties”), from any and all manner
of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions,
liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account
of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including, without
limitation, any so called “lender liability” claims, interest or other carrying costs, penalties, legal, accounting
and other professional fees and expenses and incidental, consequential and punitive damages payable to third parties, or any claims
arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign
law equivalent), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary
or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen
or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Lender
Parties in their capacities as such under any of the Loan Documents, whether held in a personal or representative capacity, solely
to the extent based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to
and including (but not after) the date hereof in any way, directly or indirectly arising out of, connected with or relating to
any of this Agreement, the Loan Documents and the transactions contemplated hereby or thereby, or any other agreements, certificates,
instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim”
and collectively, the “Claims”). Each Releasing Party further stipulates and agrees with respect to all Claims,
that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred
by any applicable U.S. federal or state law, or any principle of common law, that would otherwise limit a release or discharge
of any unknown Claims pursuant to this Section 8.


 






     


     


    

 


SECTION 9.        
GOVERNING LAW. THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 10.    
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


SECTION 11.    
SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Guarantors,
and the Credit Parties, and each of their respective successors and assigns, and shall not inure to the benefit of any third parties.
The execution and delivery of this Agreement by any Lender prior to the Amendment Effective Date shall be binding upon its successors
and assigns and shall be effective as to any Loans or Commitments assigned to it after such execution and delivery.


 


SECTION 12.    
NO THIRD PARTY BENEFICIARIES. This Agreement is made and entered into for the sole protection and benefit of the
parties hereto and no other person or entity shall have any right of action hereon, right to claim any right or benefit from the
terms contained herein, or be deemed a third party beneficiary hereunder.


 


SECTION 13.    
REVIEW AND CONSTRUCTION OF DOCUMENTS. Each party hereto hereby acknowledges, and represents and warrants to the other
parties hereto, that:


 


(a)              
it has had the opportunity to consult with legal counsel of its own choice and has been afforded an opportunity to review
this Agreement with legal counsel;


 


(b)              
it has carefully reviewed this Agreement and fully understands all terms and provisions of this Agreement;


 


(c)              
it has freely, voluntarily, knowingly, and intelligently entered into this Agreement of its own free will and volition;


 


(d)              
none of the Credit Parties have a fiduciary relationship with any of the Obligors and the Obligors do not have a fiduciary
relationship with the Credit Parties, and the relationship between the Credit Parties, on the one hand, and the Obligors, on the
other hand, is solely that of creditor and debtor; and


 


(e)              
no joint venture exists among the Obligors and the Credit Parties.


 






     


     


    

 


SECTION
14.     ENTIRE AGREEMENT; AMENDMENT.
THE FORBEARANCE AGREEMENT AND THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO REGARDING THE CREDIT
PARTIES’ FORBEARANCE WITH RESPECT TO THEIR RIGHTS AND REMEDIES WHICH MAY ARISE AS A RESULT OF THE SPECIFIED EVENTS OF DEFAULT
AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING
TO THE SUBJECT MATTER THEREOF AND HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSION OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The provisions of
this Amendment may be amended or waived only by an instrument in writing signed by the Borrowers, the Lenders constituting the
Required Lenders and, to the extent required under Section 11.01 of the Credit Agreement, the Issuing Bank and the Administrative
Agent.


 


SECTION 15.    
COUNTERPARTS. This Agreement may be executed by the parties hereto in any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute one and the same instrument. An executed signature page of this
Agreement may be delivered by facsimile transmission or electronic PDF of the relevant signature page hereof.


 


SECTION 16.    
HEADINGS. Section headings used in this Agreement are for convenience of reference only, are not part of this Agreement
and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


[Signature Pages Follow]


 






     


     


    

 



 


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


	 	 
	 	WEATHERFORD INTERNATIONAL LTD.
	 	 
	 	By:  	 /s/Mohammed Dadhiwala
	 	 	Name:  	Mohammed Dadhiwala
	 	 	Title:	Vice President
	 	 
	 	WEATHERFORD INTERNATIONAL PLC
	 	 
	 	By:  	/s/ Stuart Fraser
	 	 	Name:	 Stuart Fraser
	 	 	Title:	Vice President and Chief Accounting Officer
	 	 
	 	WOFS ASSURANCE LIMITED
	 	 
	 	By:	/s/Mohammed Dadhiwala
	 	 	Name:	Mohammed Dadhiwala
	 	 	Title:	Vice President





 


Signature Page to


Amendment to Forbearance Agreement


 






    


     


    

 


	 	AUSTRALIA GUARANTOR:
	 	 
	 	WEATHERFORD AUSTRALIA PTY LIMITED
	 	 
	 	 
	 	By: 	/s/ Antonino Gullotti
	 	 	Name:  	Antonino Gullotti
	 	 	Title:	Director
	 	 
	 	 
	 	By:	/s/ Robert Antonio De Gasperis
	 	 	Name:	Robert Antonio De Gasperis
	 	 	Title:	Director




 


Signature Page to


Amendment to Forbearance Agreement


 






    


     


    

 


	 	BERMUDA GUARANTORS:
	 	 
	 	Key International Drilling Company Limited
	 	Sabre Drilling Ltd.
	 	Weatherford Bermuda Holdings Ltd.
	 	Weatherford International Holding (Bermuda) Ltd.
	 	Weatherford Pangaea Holdings Ltd.
	 	Weatherford Services, Ltd.
	 	WEATHERFORD HOLDINGS (BERMUDA) LTD.
	 	 
	 	 
	 	By: 	/s/ Mohammed Dadiwala
	 	 	Name:  	Mohammed Dadiwala
	 	 	Title:	 Vice President
	 	 
	 	Key International Drilling Company Limited
	 	 
	 	 
	 	By:	/s/ Andrew David Gold
	 	 	Name:	Andrew David Gold
	 	 	Title:	 President




 


Signature Page to


Amendment to Forbearance Agreement


 






    


     


    

	 	 
	 	BVI GUARANTORS:
	 	 
	 	Weatherford Colombia Limited
	 	Weatherford Drilling International (BVI) Ltd.
	 	Weatherford Drilling International Holdings (BVI) Ltd.
	 	Weatherford Holdings (BVI) Ltd.
	 	Weatherford Oil Tool Middle East Limited
	 	 
	 	 
	 	By:	/s/ Mohammed Dadhiwala
	 	 	Name:  	Mohammed Dadhiwala
	 	 	Title:	 Vice President
	 	 
	 	Weatherford Holdings (BVI) Ltd.
	 	Weatherford Oil Tool Middle East Limited
	 	 
	 	 
	 	By:	/s/ Mohammed Dadhiwala
	 	 	Name:	Mohammed Dadhiwala
	 	 	Title:	Senior Vice President




 


Signature Page to


Amendment to Forbearance Agreement


 






    


     


    

 


	 	CANADA GUARANTORS:
	 	 
	 	Weatherford Canada Ltd.
	 	Weatherford (Nova Scotia) ULC
	 	 
	 	 
	 	By:	/s/ Pamela M. Webb
	 	 	Name:  	Pamela M. Webb
	 	 	Title:	Director & Vice President




 


Signature Page to


Amendment to Forbearance Agreement


 






    


     


    

 



 


	 	ENGLAND GUARANTORS:
	 	 
	 	Weatherford
EURASIA LIMITED
	 	Weatherford
U.K. Limited
	 	 
	 	By:	/s/ Richard Strachan
	 	 	Name: Richard Strachan
	 	 	Title: Director



 


Signature Page to


Amendment to Forbearance Agreement




 






     


     


    

 


	 	LUXEMBOURG GUARANTORS:
	 	 
	 	Weatherford
European Holdings (Luxembourg) S.à r.l.
	 	Weatherford
International (Luxembourg) Holdings S.à r.l.
	 	 
	 	By:	/s/ Mathias Neuenschwander
	 	 	Name: Mathias Neuenschwander
	 	 	Title: Manager A



 


Signature Page to


Amendment to Forbearance Agreement




 






     


     


    

 


	 	NETHERLANDS GUARANTOR:
	 	 
	 	Weatherford
Netherlands B.V.
	 	 
	 	By:	/s/ N. L. V. Dgh
	 	 	Name: N. L. V. Dgh
	 	 	Title: Director



 


Signature Page to


Amendment to Forbearance Agreement




 






     


     


    

 


	 	NORWAY GUARANTOR:
	 	 
	 	Weatherford
NORGE AS
	 	 
	 	By:	/s/ Geiregil Maller Olsen
	 	 	Name: Geiregil Maller Olsen
	 	 	Title: Norway Director
	 	 



 


Signature Page to


Amendment to Forbearance Agreement




 






     


     


    

 


	 	PANAMA GUARANTOR:
	 	 
	 	Weatherford
services s. de r.l.
	 	 
	 	By:	/s/ Christine M. Morrison
	 	 	Name: Christine M. Morrison
	 	 	Title: Administrator



 


Signature Page to


Amendment to Forbearance Agreement




 






     


     


    

 



 


	 	SWITZERLAND GUARANTORS:
	 	 
	 	wofs swiss finance gmbh
	 	 
	 	By:	 /s/ Aryana Gabariu-Truong
	 	 	Name: Aryana Gabariu-Truong
	 	 	Title: Managing Officer
	 	 
	 	Weatherford management company switzerland Sarl
	 	weatherford worldwide holdings gmbh
	 	weatherford holdings (Switzerland) gmbh
	 	 
	 	By:	 /s/ Valleri Mueller
	 	 	Name: Valleri Mueller
	 	 	Title: Managing Officer
	 	 
	 	weatherford products gmbh
	 	weatherford switzerland trading and development gmbh
	 	wofs international finance gmbh
	 	 
	 	By:	/s/ Mathias Neuenschwander
	 	 	Name: Mathias Neuenschwander
	 	 	Title: Managing Officer







 


Signature Page to


Amendment to Forbearance Agreement




 






     


     


    

 


	 	LOUISIANA GUARANTOR:
	 	 
	 	WEATHERFORD U.S., L.P.
	 	 
	 	By:	 /s/ Christine M. Morrison
	 	 	Name: Christine M. Morrison
	 	 	Title: Vice President




 


Signature Page to


Amendment to Forbearance Agreement




 









     


     


    

 


	 	DELAWARE GUARANTORS:
	 	 
	 	PD Holdings (USA), L.P.
	 	Precision Energy Services, Inc.
	 	Weatherford Artificial Lift Systems, LLC
	 	Weatherford Investment Inc.
	 	Weatherford International, LLC
	 	Weatherford/Lamb, Inc.
	 	WEUS Holding, LLC
	 	 
	 	By:	/s/ Christine M. Morrison
	 	 	Name: Christine M. Morrison
	 	 	Title: Vice President




 


Signature Page to


Amendment to Forbearance Agreement



 









     


     


    

 


	 	CALIFORNIA GUARANTOR:
	 	 
	 	VISUAL SYSTEMS, Inc.
	 	 
	 	By:	/s/ Christine M. Morrison
	 	 	Name: Christine M. Morrison
	 	 	Title: Vice President




 


Signature Page to


Amendment to Forbearance Agreement



 









     


     


    

 


	 	TEXAS GUARANTOR:
	 	 
	 	precision oilfield Services, llp,
	 	 
	 	By:	 /s/ Christine M. Morrison
	 	 	Name: Christine M. Morrison
	 	 	Title: Vice President




 


Signature Page to


Amendment to Forbearance Agreement



 









     


     


    

 



 


	 	JPMORGAN CHASE BANK, N.A., as
	 	Administrative Agent, Issuing Bank and Lender
	 	 
	 	By:	/s/ Sandeep S. Parihar
	 	 	Name: Sandeep S. Parihar
	 	 	Title: Executive Director




 


Signature Page to


Amendment to Forbearance Agreement




 






     


     


    

 


	 	Wells Fargo Bank, N.A.
	 	Lender and Issuing Bank
	 	 	 
	 	By:	/s/ Reginald Dawson
	 	 	Name: Reginald Dawson
	 	 	Title: Managing Director



 


Signature Page to


Amendment to Forbearance Agreement




 






     


     


    

 


	 	Morgan Stanley Bank, N.A.
	 	Lender
	 	 
	 	By: 	/s/
    Kevin Newman
	 	 	Name: Kevin Newman
	 	 	Title: Authorized Signatory




 


Signature Page to


Amendment to Forbearance Agreement




 






     


     


    

 


	 	Barclays Bank PLC (“Barclays”), solely in respect of its Portfolio Management Group (“PMG”) and not any other desk, unit, group, division, or affiliate of Barclays, as a Lender
	 	 
	 	By: 	/s/
    Sydney G. Dennis
	 	 	Name: Sydney G. Dennis
	 	 	Title: Director




 


Signature Page to


Amendment to Forbearance Agreement




 






     


     


    

 


	 	The Toronto-Dominion Bank, New York Branch
	 	Lender and Issuing Bank
	 	 
	 	By: 	/s/
    Maria Macchiaroli
	 	 	Name: Maria Machiaroli
	 	 	Title: Authorized Signatory




 


Signature Page to


Amendment to Forbearance Agreement




 






     


     


    

 


	 	Citibank, N.A.
	 	Lender
	 	 
	 	By: 	/s/
    Peter Baumann
	 	 	Name: Peter Baumann
	 	 	Title: Vice President




 


Signature Page to


Amendment to Forbearance Agreement




 






     


     


    

 



 


	 	UniCredit Bank, AG, New York Branch
	 	Lender
	 	 	 
	 	By:  	/s/
    Michael D. Novellino
	 	 	Name:
    Michael D. Novellino
	 	 	Title:
    Director
	 	 	 
	 	By:	/s/
    Scott Obeck
	 	 	Name:
    Scott Obeck
	 	 	Title:
    Director




 


Signature Page to


Amendment to Forbearance Agreement



 






     


     


    

 


	 	Skandinaviska Enskilda Banken AB (publ)
	 	Lender
	 	 	 
	 	By:	/s/
    Penny Neville-Park
	 	 	Name:
    Penny Neville-Park
	 	 	Title:
	 	 	 
	 	By:	/s/
    Duncan Nash
	 	 	Name:
    Duncan Nash
	 	 	Title:




 


Signature Page to


Amendment to Forbearance Agreement



 






     


     


    

 


	 	Royal Bank of Canada
	 	Lender
	 	 	 
	 	By:  	/s/
    Leslie P. Vowell
	 	 	Name:
    Leslie P. Vowell
	 	 	Title:
    Authorized Signatory




 


Signature Page to


Amendment to Forbearance Agreement



 






     


     


    

 


	 	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
	 	Lender
	 	 	 
	 	By:	/s/
    Mauricio Benitez
	 	 	Name:
    Mauricio Benetiz
	 	 	Title:
    Managing Director
	 	 	 
	 	By:	/s/
    Miriam Trautman
	 	 	Name:
    Miriam Trautman
	 	 	Title:
    Senior Vice President




 


Signature Page to


Amendment to Forbearance Agreement