Exhibit 10.1


 


Execution Version


 


SECOND AMENDMENT TO BACKSTOP COMMITMENT
AGREEMENT


 


This
SECOND AMENDMENT (this “Amendment”) to the Backstop Commitment Agreement, dated as of July 1, 2019, by
and among: (i) Weatherford International Plc (the “Company”), (ii) each of the other
Debtors (defined therein) (together with the Company, the “Company Parties” and each individually, a
 “Company Party”), and (iii) each of the entities signatory thereto (collectively, the “Initial
Commitment Parties”), as amended by that First Amendment to Backstop Commitment Agreement, dated as of September
9, 2019, by and among (i) the Company Parties, (ii) the Backstop Parties and (iii) each of the additional entities
that are signatories hereto (the “Additional Commitment Parties” and, together with the Initial Commitment
Parties, the “Commitment Parties”) (together with the schedules, annexes and exhibits (including the
term sheets) attached thereto, the “Backstop Agreement”), is being entered into as of November 25, 2019,
by and among (i) the Company Parties and (ii) the Requisite Commitment Parties (as defined in the Backstop Agreement). This Amendment
collectively refers to the Company Parties and the Requisite Commitment Parties as the “Parties” and
each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Backstop Agreement.


 


WHEREAS,
the Parties desire to amend certain terms of the Backstop Agreement as set forth in this Amendment to facilitate the consummation
of the Plan as contemplated in the Backstop Agreement (collectively, the “Proposed Amendment”);


 


WHEREAS,
pursuant to Section 10.8 of the Backstop Agreement, the Proposed Amendment requires the prior written consent of the Debtors and
the Requisite Commitment Parties (other than a Defaulting Commitment Party); and


 


WHEREAS,
the undersigned Commitment Parties, taken as a whole, constitute the Requisite Commitment Parties as defined in the Backstop Agreement
as it applies to the Proposed Amendment.


 


NOW,
THEREFORE, in consideration of the promises, mutual covenants, and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties, intending to be legally
bound, hereby agrees as follows:


 


1.            Amendment to Backstop Agreement. Section 9.2(a)(i) of the Backstop Agreement be, and it hereby is, amended and restated
in its entirety to read as follows:


 


“(i)        the
Closing Date has not occurred by 11:59 p.m., New York City time on December 6, 2019, as such date may be extended upon written
notice to the Debtors by Akin Gump Strauss Hauer & Feld LLP, signing on behalf of the Requisite Commitment Parties (the
 “Outside Date”);”


 






    


    


    

 


		2.	Miscellaneous.



 


a.         The following provisions of the Backstop Agreement: 10.1 (Notices), 10.2 (Assignment; Third-Party Beneficiaries), 10.4 (Governing
Law and Consent to Jurisdiction and Venue), 10.6 (Waiver of Jury Trial), 10.7 (Counterparts), 10.8 (Waivers and Amendments; Rights
Cumulative; Consent), 10.9 (Headings), 10.10 (Specific Performance), and 10.14 (Settlement Discussions), be, and each of them hereby
is, incorporated by reference, mutatis mutandis, as if such provisions were set forth fully herein.


 


b.         This Amendment, together with the Backstop Agreement, as amended hereby, constitute the complete and exclusive statement
of agreement among the Parties with respect to the subject matter hereof and thereof, and supersede all prior written and oral
statements by and among the Parties or any of them.


 


c.         Except as specifically amended hereby, the Backstop Agreement shall remain in full force and effect.


 


[Signature
pages follow]


 






    


    


    

 


IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the date set forth above.


 


	 	 	WEATHERFORD INTERNATIONAL PLC
	 	 	 	 
	 	 	By:	/s/ Christina M. Ibrahim
	 	 	 	 Name:	Christina M. Ibrahim
	 	 	 	 Title:	Executive Vice President, General Counsel, Chief Compliance Officer and Secretary
	 	 	 	 
	 	 	WEATHERFORD INTERNATIONAL LTD.
	 	 	 	 
	 	 	By:	/s/ Mohammed Dadhiwala
	 	 	 	 Name:	Mohammed Dadhiwala
	 	 	 	 Title:	Vice President
	 	 	 	 
	 	 	 	 
	 	 	WEATHERFORD INTERNATIONAL, LLC
	 	 	 	 
	 	 	By:	/s/ Christine M. Morrison
	 	 	 	 Name:	Christine M. Morrison
	 	 	 	 Title:	Vice President and Secretary


 






    


    


    

 


[COMMITMENT PARTY SIGNATURES]