exv10w1



 






Exhibit 10.1




ISSUING AND PAYING AGENCY AGREEMENT

[FOREIGN ISSUER WITH GUARANTY]




     This Agreement, dated as of October 25, 2005, is by and among Weatherford
International Ltd., (the “Issuer”), Weatherford International, Inc., (the “Guarantor”)
and JPMorgan Chase Bank, National Association (“JPMorgan”).



1. APPOINTMENT AND ACCEPTANCE




     The Issuer and the Guarantor hereby request that JPMorgan act as the Issuer’s issuing and
paying agent in connection with the issuance and payment of certain promissory notes of the Issuer
which are from time to time issued in the commercial paper markets (the “Notes”), as further
described herein, and JPMorgan agrees to act as such agent upon the terms and conditions contained
in this Agreement.



2. COMMERCIAL PAPER PROGRAMS




     The Issuer may establish one or more commercial paper programs under this Agreement by
delivering to JPMorgan a completed program schedule (the “Program Schedule”) with respect to
each such program. JPMorgan has given the Issuer a copy of the current form of Program
Schedule, and the Issuer shall complete and return its first Program Schedule to JPMorgan prior to
or simultaneously with the execution of this Agreement. In the event that any of the information
provided in, or attached to, a Program Schedule shall change, the Issuer shall promptly inform
JPMorgan of such change in writing.



3. NOTES




     All Notes issued by the Issuer under this Agreement shall be promissory notes, guaranteed by
the Guarantor, exempt from the registration requirements of the Securities Act of 1933, as amended,
and from applicable state securities laws. The Notes may be placed by dealers (the “Dealers”)
pursuant to Section 4 hereof. Notes shall be issued in either certificated or book-entry form.



4. AUTHORIZED REPRESENTATIVES




     The Issuer shall deliver to JPMorgan a certified copy of duly adopted corporate resolutions
from its Board of Directors (or other governing body) authorizing the issuance of Notes under each
program established pursuant to this Agreement and a certificate of incumbency, with specimen
signatures attached, of those officers, employees and agents of the Issuer authorized to take
certain actions with respect to the Notes as provided in this Agreement. The Guarantor shall
deliver to JPMorgan a certified copy of duly adopted corporate resolutions from its Board of
Directors (or other governing body) authorizing its guaranty of the Notes and a certificate of
incumbency, with specimen signatures attached, of those officers, employees and agents of the
Guarantor authorized to execute this Agreement and take certain actions with respect to the Notes
as provided in this Agreement. Each person named on any certificate of incumbency of the Issuer or
the Guarantor is hereinafter referred to as an “Authorized Representative”. Until JPMorgan
receives any subsequent incumbency certificates, JPMorgan shall be entitled to rely on the last
incumbency certificate delivered to it by the Issuer or the Guarantor for the purpose of
determining such party’s Authorized Representatives. The Issuer and Guarantor represent and
warrant that each of its Authorized Representatives may appoint other officers, employees and
agents (the “Delegates”), including without limitation any Dealers, to issue instructions to
JPMorgan under this Agreement, and take other actions on its behalf hereunder, provided that notice
of the appointment of each Delegate is delivered to JPMorgan in writing. Each such appointment
shall remain in effect unless and until revoked by the Issuer or the Guarantor in a written notice
to JPMorgan.



 









 





5. CERTIFICATED NOTES




     If and when the Issuer intends to issue certificated notes (“Certificated Notes”), the Issuer
and JPMorgan shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to
time deliver to JPMorgan adequate supplies of Certificated Notes which will be in form then agreed,
serially numbered, and shall be executed by the manual or facsimile signature of an Authorized
Representative of each of the Issuer and the Guarantor. JPMorgan will acknowledge receipt of any
supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping
manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for
the Issuer in accordance with JPMorgan’s customary practices. JPMorgan shall not have any
liability to the Issuer or the Guarantor to determine by whom or by what means a facsimile
signature may have been affixed on Certificated Notes, or to determine whether any facsimile or
manual signature is genuine, if such facsimile or manual signature resembles the specimen signature
attached to the Issuer’s certificate of incumbency with respect to such Authorized Representative.
Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized
Representative on the date such signature was affixed shall bind the Issuer and the Guarantor after
completion thereof by JPMorgan, notwithstanding that such person shall have ceased to hold his or
her office on the date such Note is countersigned or delivered by JPMorgan.



6. BOOK-ENTRY NOTES




     The Issuer’s Book-entry notes (“Book-Entry Notes”) shall not be issued in physical form, but
their aggregate face amount shall be represented by a master note (the “Master Note”) in the form
of Exhibit A, with restricted legend as provided in any related dealer agreement affixed thereto,
executed by the Issuer and the Guarantor pursuant to the book-entry commercial paper program of The
Depository Trust Company (“DTC”). JPMorgan shall maintain the Master Note in safekeeping, in
accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and
nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial
ownership interest therein shall be shown on, and the transfer of ownership thereof shall be
effected through, entries on the books maintained by DTC and the books of its direct and indirect
participants. The Master Note and the Book-entry Notes shall be subject to DTC’s rules and
procedures, as amended from time to time. JPMorgan shall not be liable or responsible for sending
transaction statements of any kind to DTC’s participants or the beneficial owners of the Book-entry
Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with
respect to such Notes. In connection with DTC’s program, the Issuer and Guarantor understand that
JPMorgan has previously entered into a commercial paper Certificate Agreement with DTC, a copy of
which, as amended or otherwise modified and currently in effect, is attached as Exhibit B hereto
and as one of the conditions of their participation therein, it shall be necessary for the Issuer,
the Guarantor and JPMorgan to enter into a Letter of Representations, in the form of Exhibit C
hereto, and for DTC to receive and accept such Letter of Representation. In accordance with DTC’s
program, JPMorgan shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for
Issuer’s Book-entry Notes, and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau
shall bill the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the
Issuer’s Book-entry Notes.



7. ISSUANCE INSTRUCTIONS TO JPMORGAN; PURCHASE PAYMENTS




     The Issuer and the Guarantor understand that all instructions under this Agreement are to be
directed to JPMorgan’s Commercial Paper Operations Department. JPMorgan shall provide the Issuer,
the Guarantor, or, if applicable, the Issuer’s Dealers, with access to JPMorgan’s Money Market
Issuance System or other electronic means (collectively, the “System”) in order that JPMorgan may
receive electronic instructions for the issuance of Notes. Electronic instructions must be
transmitted in accordance with the procedures furnished by JPMorgan to the Guarantor, the Issuer or
its Dealers in connection with the System. In the event that the System is inoperable at any time,
an Authorized Representative or a Delegate may deliver written, telephone or facsimile instructions
to JPMorgan, which instructions shall be verified in accordance with any



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security procedures agreed upon by the parties. JPMorgan shall incur no liability to the Issuer or
the Guarantor in acting upon instructions believed by JPMorgan in good faith to have been given by
an Authorized Representative or a Delegate. In the event that a discrepancy exists between a
telephonic instruction and a written confirmation, the telephonic instruction will be deemed the
controlling and proper instruction. JPMorgan may electronically record any conversations made
pursuant to this Agreement, and the Issuer and the Guarantor hereby consent to such recordings.
All issuance instructions regarding the Notes must be received by 1:00 P.M. New York time in order
for the Notes to be issued or delivered on the same day.




(a) Issuance and Purchase of Book-entry Notes. Upon receipt
of issuance
instructions from
the Issuer or its
Dealers with respect
to Book-entry Notes,
JPMorgan shall
transmit such
instructions to DTC
and direct DTC to
cause appropriate
entries of the
Book-entry Notes to
be made in
accordance with
DTC’s applicable
rules, regulations
and procedures for
book-entry
commercial paper
programs. JPMorgan
shall assign CUSIP
numbers to the
Issuer’s Book-entry
Notes to identify
the Issuer’s
aggregate principal
amount of
outstanding
Book-entry Notes in
DTC’s system,
together with the
aggregate unpaid
interest (if any) on
such Notes.
Promptly following
DTC’s established
settlement time on
each issuance date,
JPMorgan shall
access DTC’s system
to verify whether
settlement has
occurred with
respect to the
Issuer’s Book-entry
Notes. Prior to the
close of business on
such business day,
JPMorgan shall
deposit immediately
available funds in
the amount of the
proceeds due the
Issuer (if any) to
the Issuer’s account
at JPMorgan and
designated in the
applicable Program
Schedule (the
“Account”), provided
that JPMorgan has
received DTC’s
confirmation that
the Book-entry Notes
have settled in
accordance with
DTC’s applicable
rules, regulations
and procedures.
JPMorgan shall have
no liability to the
Issuer or the
Guarantor whatsoever
if any DTC
participant
purchasing a
Book-entry Note
fails to settle or
delays in settling
its balance with DTC
or if DTC fails to
perform in any
respect.




(b) Issuance and Purchase of Certificated Notes. Upon receipt of
issuance
instructions with
respect to
Certificated Notes,
JPMorgan shall: (a)
complete each
Certificated Note as
to payee (whether
“bearer” or specific
person, in either
case, as expressly
directed by the
Issuer, principal
amount, date of
issue, maturity
date, place of
payment, and rate or
amount of interest
(if such Note is
interest bearing) in
accordance with such
instructions; (b)
countersign each
Certificated Note;
and (c) deliver each
Certificated Note in
accordance with the
Issuer’s
instructions.
Whenever JPMorgan is
instructed to
deliver any
Certificated Note
other than in person
at JPMorgan’s office
in New York or
Chicago, JPMorgan
shall strike from
the Certificated
Note the word
“Bearer,” insert as
payee the name of
the person so
designated by the
Issuer or the
Guarantor and effect
delivery to such
payee or to such
other person, in
each case, as is
specified in such
instructions to
receive the
Certificated Note.
The Issuer and the
Guarantor understand
that, in accordance
with the custom
prevailing in the
commercial paper
market, delivery of
Certificated Notes
may be made before
the actual receipt
of payment for such
Notes in immediately
available funds;
however, if JPMorgan
is instructed to
deliver a
Certificated Note
against payment,
then delivery may
only be made if it
is again actual
receipt of payment
therefore. If the
Issuer has not
conditioned delivery
of a Certificated
Note against receipt
of payment
therefore, then once
JPMorgan has
delivered a
Certificated Note to
the designated
recipient, the
Issuer and the
Guarantor shall bear
the risk that such
recipient may fail
to remit payment of
such Note or return
such Note to
JPMorgan. Delivery
of Certificated
Notes shall be
subject to the rules
of the New York
Clearing House in
effect at the time
of such delivery.
Funds received in
payment of
Certificated Notes
shall be credited to
the Account.




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8. USE OF SALES PROCEEDS IN ADVANCE OF PAYMENT




     JPMorgan is not obligated to credit the Issuer’s Account for any portion of the purchase price
of any Note for which JPMorgan has not received payment thereof. From time to time, JPMorgan, in
its sole discretion, may permit the Issuer to have use of funds payable with respect to the Notes
prior to JPMorgan’s receipt of the sales proceeds of such Notes. If JPMorgan makes a deposit,
payment or transfer of funds on behalf of the Issuer before JPMorgan receives payment for any
Notes, such deposit, payment or transfer of funds shall represent an advance by JPMorgan to the
Issuer to be repaid promptly, and in any event on the same day as it is made, from the proceeds of
the sale of the Notes, or by the Issuer or the Guarantor if such proceeds are not received by
JPMorgan.



9. PAYMENT OF MATURED NOTES




     Notice that an Issuer will not redeem any Note on the relative Initial Redemption Date (as
defined in the applicable extendible commercial note announcement) must be received in writing by
JPMorgan by 11:00 A.M. on such Initial Redemption Date. On any day when a Note matures or is
prepaid, the Issuer shall transmit, or cause to be transmitted, to the Account, prior to 2:00 P.M.
New York time on the same day, an amount of immediately available funds sufficient to pay the
aggregate principal amount of such Note and any applicable interest due. JPMorgan shall pay the
interest (if any) and principal on a Book-entry Note to DTC in immediately available funds, which
payment shall be by net settlement of JPMorgan’s account at DTC. JPMorgan shall pay Certificated
Notes upon presentment. JPMorgan may without liability to the Issuer or the Guarantor refuse to
pay any Note that would result in an overdraft to the Account.



10. OVERDRAFTS





(a) Intraday overdrafts with respect to each Account shall be subject to
JPMorgan’s policies as in effect from time to time.




(b) An overdraft will exist in an Account if JPMorgan, in its sole discretion, (i)
permits an advance to be made pursuant to Section 8, notwithstanding the
provisions of Section 8, and such advance is not repaid in full on the same day as
it is made, or (ii) pays a Note pursuant to Section 9 in excess of the available
collected balance in such Account. Overdrafts shall be subject to JPMorgan’s
established banking practices, including, without limitation, the imposition of
interest, funds usage charges and administrative fees. The Issuer shall repay any
such overdraft, fees and charges no later than the next business day, together
with interest on the overdraft at the rate established by JPMorgan for the
Account, computed from and including the date of the overdraft to the date of
repayment.



11. NO PRIOR COURSE OF DEALING




     No prior action or course of dealing on the part of JPMorgan with respect to advances of the
purchase price or payments of matured Notes shall give rise to any claim or cause of action by the
Issuer or the Guarantor against JPMorgan in the event that JPMorgan refuses to pay or settle any
Notes for which the Issuer or the Guarantor has not timely provided funds as required by this
Agreement.



12. RETURN OF CERTIFICATED NOTES




     JPMorgan will in due course cancel any Certificated Note presented for payment and return such
Note to the Issuer. JPMorgan shall also cancel and return to the Issuer any spoiled or voided
Certificated Notes. Promptly upon written request of the Issuer or at the termination of this
Agreement, JPMorgan shall, as requested by the Issuer, destroy all blank, Certificated Notes that
have been delivered to or at the direction of JPMorgan hereunder and have not been authorized



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for issuance (the “Unissued Notes”) or (ii) return to the Issuer all Unissued Notes, and
furnish a certificate to the Issuer certifying such actions.




13. INFORMATION FURNISHED BY JPMORGAN




     Upon the reasonable request of the Issuer or the Guarantor, JPMorgan shall promptly provide
the Issuer or the Guarantor with information with respect to any Note issued and paid hereunder,
provided, that the Issuer or the Guarantor delivers such request in writing and, to the
extent applicable and if JPMorgan has previously provided to the Issuer the following information,
includes the serial number or note number, principal amount, payee, date of issue, maturity date,
amount of interest (if any) and place of payment of such Note.



14. REPRESENTATIONS AND WARRANTIES





(a) The Issuer represents and warrants that: (i) it has the right, capacity and
authority to enter into this Agreement; and (ii) it will comply with all of its
obligations and duties under this Agreement. The Issuer further represents and
agrees that each Note issued and distributed upon its instruction pursuant to this
Agreement shall constitute the Issuer’s representation and warranty to JPMorgan
that such Note is a legal, valid and binding obligation of the Issuer, and that
such Note is being issued in a transaction which is exempt from registration under
the Securities Act of 1933, as amended, and any applicable state securities law.




(b) The Guarantor represents and warrants that: (i) it has the right, capacity and
authority to enter into this Agreement and to execute and deliver its guaranty of
the Notes; and (ii) it will comply with all of its obligations and duties under
this Agreement. The Guarantor further represents and agrees that its guaranty of
each Note issued and distributed pursuant to this Agreement shall constitute the
legal, valid and binding obligation of the Guarantor and shall be exempt from
registration under the Securities Act of 1933, as amended, and any applicable
state securities law.



15. DISCLAIMERS




     Neither JPMorgan nor its directors, officers, employees or agents shall be liable for any act
or omission under this Agreement except in the case of gross negligence, willful misconduct, or
unlawful conduct. IN NO EVENT SHALL JPMORGAN BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS
OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF JPMORGAN HAS
BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. In no
event shall JPMorgan be considered negligent in consequence of complying with DTC’s rules,
regulations and procedures. The duties and obligations of JPMorgan, its directors, officers,
employees or agents shall be determined by the express provisions of this Agreement and they shall
not be liable except for the performance of such duties and obligations as are specifically set
forth herein and no implied covenants shall be read into this Agreement against them. Neither
JPMorgan nor its directors, officers, employees or agents shall be required to ascertain whether
any issuance or sale of any Notes (or any amendment or termination of this Agreement) has been duly
authorized or is in compliance with any other agreement to which the Issuer or the Guarantor is a
party (whether or not JPMorgan is also a party to such agreement).



16. INDEMNIFICATION




     The Issuer and the Guarantor jointly and severally agree to indemnify, defend and hold
harmless JPMorgan, its directors, officers, employees and agents (collectively, “indemnitees”) from
and against any and all liabilities, claims, losses, damages, penalties, costs and expenses
(including reasonable attorneys’ fees and disbursements) suffered or incurred by or asserted or





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assessed against any indemnitee arising in respect of this Agreement, except in respect of any
indemnitee for any such liability, claim, loss, damage, penalty, cost or expense resulting from the
gross negligence, willful misconduct, or unlawful conduct of such indemnitee. This indemnity will
survive the termination of this Agreement.




17. OPINION OF COUNSEL




     When delivering each Program Schedule, the Issuer and the Guarantor shall deliver to JPMorgan
all documents it may reasonably request relating to the existence of the Issuer and authority of
the Issuer for this Agreement, including, without limitation, an opinion of counsel, substantially
in the form of Exhibit D hereto.



18. NOTICES




     All notices, confirmations and other communications hereunder shall (except to the extent
otherwise expressly provided) be in writing and shall be sent by first-class mail, postage prepaid,
by telecopier or by hand, addressed as follows, or to such other address as the party receiving
such notice shall have previously specified to the party sending such notice:


All notices, confirmations and other communications:




	 	 	 	 	 
	If to the Issuer:	 	c/o Weatherford International Ltd.
	 	 	515 Post Oak Blvd.
	 	 	Houston, TX 77027
	 

	 	Attention:
	 	Cash & Banking Manager and/or Assistant Treasurer
	 

	 	Telephone:
	 	(713) 693-4187(Cash & Banking Manager)
	 

	 	Telephone:
	 	(713) 693-4189 (Assistant Treasurer)
	 

	 	Facsimile:
	 	(713) 693-4315
	 
	 	 	 	 
	If to the Guarantor:	 	Weatherford International, Inc.
	 	 	515 Post Oak Blvd.
	 	 	Houston, TX 77027
	 

	 	Attention:
	 	Cash & Banking Manager and/or Assistant Treasurer
	 

	 	Telephone:
	 	(713) 693-4187 (Cash & Banking Manager)
	 

	 	Telephone:
	 	(713) 693-4189 (Assistant Treasurer)
	 

	 	Facsimile:
	 	(713) 693-4315
	 
	 	 	 	 
	If to JPMorgan concerning the daily issuance and redemption of Notes:
	 
	 	 	 	 
	 	 	Attention: Commercial Paper Operations
	 	 	227 West Monroe, 26th Floor
	 	 	Chicago, IL 60606
	 

	 	Telephone:
	 	(312) 267-5100
	 

	 	Facsimile:
	 	(312) 267-5202
	 
	 	 	 	 
	All other:	 	Attention: Commercial Paper Client Services
	 	 	227 West Monroe, 26th Floor
	 	 	Chicago, IL 60606
	 

	 	Telephone:
	 	(312) 267-5044
	 

	 	Facsimile:
	 	(312) 267-5212








19. COMPENSATION




     The Issuer shall pay compensation for services pursuant to this Agreement in accordance with
the pricing schedules furnished by JPMorgan to, and agreed by, the Issuer from time to time



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and
upon such payment terms as the parties shall determine. The Issuer shall also reimburse JPMorgan
for any fees and charges imposed by DTC with respect to services provided in connection with the
Book-entry Notes.




20. BENEFIT OF AGREEMENT




     This Agreement is solely for the benefit of the parties hereto and no other person shall
acquire or have any right under or by virtue hereof.



21. TERMINATION




     This Agreement may be terminated at any time by either party by one business day’s prior
written notice to the other, but such termination shall not affect the respective obligations and
liabilities of the parties hereunder arising prior to such termination.



22. FORCE MAJEURE




     In no event shall JPMorgan be liable for any failure or delay in the performance of its
obligations hereunder because of circumstances beyond JPMorgan’s control, including, but not
limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot,
strikes or work stoppages for any reason, embargo, government action, including any laws,
ordinances, regulations or the like which restrict or prohibit the providing of the services
contemplated by this Agreement, inability to obtain material, equipment, or communications or
computer facilities, or the failure of equipment or interruption of communications or computer
facilities, and other causes beyond JPMorgan’s control whether or not of the same class or kind as
specifically named above.



23. ENTIRE AGREEMENT




     This Agreement, together with the exhibits attached hereto, constitutes the entire agreement
among JPMorgan, the Issuer and the Guarantor with respect to the subject matter hereof and
supersedes in all respects all prior proposals, negotiations, communications, discussions and
agreements between the parties concerning the subject matter of this Agreement.



24. WAIVERS AND AMENDMENTS




     No failure or delay on the part of any party in exercising any power or right under this
Agreement shall operate as a waiver, nor does any single or partial exercise of any power or right
preclude any other or further exercise, or the exercise of any other power or right. Any such
waiver shall be effective only in the specific instance and for the purpose for which it is given.
No amendment, modification or waiver of any provision of this Agreement shall be effective unless
the same shall be in writing and signed by each party hereto.



25. BUSINESS DAY




     Whenever any payment to be made hereunder shall be due on a day which is not a business day
for JPMorgan in Chicago, Illinois or New York, New York, then such payment shall be made on
JPMorgan’s next succeeding business day.



26. COUNTERPARTS



     This Agreement may be executed in counterparts and by the different parties hereto in separate
counterparts, each of which shall be deemed an original and such counterparts together shall
constitute but one instrument. Delivery of an executed counterpart hereof (or signature page
hereto) by facsimile, telecopy or electronic mail shall be effective as delivery of an original,
manually executed counterpart of this Agreement, provided that delivery of such executed
counterpart



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(or signature page hereto) shall not excuse the subsequent delivery of original
executed counterparts hereof (or signature pages hereto).




27. HEADINGS




     The headings in this Agreement are for purposes of reference only and shall not in any way
limit or otherwise affect the meaning or interpretation of any of the terms of this Agreement.



28. ACCOUNT CONDITIONS




     Each Account shall be subject to JPMorgan’s account conditions, as in effect from time to
time; provided in no event shall any Account be subject to offset other than for matured and unpaid
obligations that arose hereunder.



29. GOVERNING LAW




     This Agreement and the Notes shall be governed by and construed in accordance with the
internal laws of the State of New York, without regard to the conflict of laws provisions thereof.



30. JURISDICTION AND VENUE




     Each party hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of
the United States District Court for the Southern District of New York and any New York State court
located in the Borough of Manhattan in New York City and of any appellate court from any thereof
for the purposes of any legal suit, action or proceeding arising out of or relating to this
Agreement (a “Proceeding"). Each party hereby irrevocably agrees that all claims in respect of any
Proceeding may be heard and determined in such Federal or New York State court and irrevocably
waives, to the fullest extent it may effectively do so, any objection it may now or hereafter have
to the laying of venue of any Proceeding in any of the aforementioned courts and the defense of an
inconvenient forum to the maintenance of any Proceeding.



31. AGENT FOR SERVICE OR PROCESS




     The Issuer, to the extent it is not qualified to do business in New York, hereby irrevocably
designates, appoints and empowers CT Corporation System, with offices on the date hereof at 111
Eighth Avenue, New York, New York 10011, as its designee, appointee and agent to receive, accept
and acknowledge for and on its behalf, and in respect of its property, service of any and all legal
process, summons, notices and documents which may be served in any such action or proceeding. If
for any reason such designee, appointee and agent shall cease to be available to act as such, the
Issuer agrees to designate a new designee, appointee and agent in New York on the terms and for the
purposes of this provision satisfactory to JPMorgan. The Issuer further irrevocably consents to
the service of process out of any of the aforementioned courts in any such action or proceeding by
the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its
address provided in Section 18 of the Agreement, and at its registered office, if different. Such
service to become effective thirty days after such mailing. Nothing herein shall affect the right
of any party hereto to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against the Issuer in any other jurisdiction.



32. WAIVER OF TRIAL BY JURY




     EACH PARTY HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR
RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.



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33. WAIVER OF IMMUNITY




     To the extent that the Issuer or any of its properties, assets or revenues may have or
may hereafter become entitled to, or have attributed to them, any right of immunity, on the grounds
of sovereignty or otherwise, from any legal action, suit or proceeding in connection with or
arising out of this Agreement or the Notes or the offer and sale of the Notes, from the giving of
any relief in any thereof, from setoff or counterclaim, from the jurisdiction of any court, from
service of process, from attachment upon or prior to judgment, from attachment in aid of execution
of judgment, or from execution of judgment, or other legal process or proceeding for the giving of
any relief or for the enforcement of any judgment, in any jurisdiction in which proceeding may at
any time be commenced, with respect to its obligations, liabilities or any other matter under or
arising out of or in connection with this Agreement or the Notes, it hereby irrevocably and
unconditionally waives, and agrees for the benefit of JPMorgan and any holder from time to time of
the Notes not to plead or claim, any such immunity, and consents to such relief and enforcement.



34. WITHHOLDING TAXES




     The Issuer agrees that in the event that any withholding or other tax, assessment or
governmental charge is imposed by Bermuda or any political subdivision thereof or taxing
authority therein on account of this Agreement or any payments thereon or hereunder, the Issuer
shall promptly notify JPMorgan in writing and further agree that all amounts payable by it in
respect of any Note or this Agreement shall be paid without set-off or counterclaim and free and
clear of, and without deduction or withholding for or on account of, any present or future tax,
assessment or other governmental charge or any interest or penalty thereon (collectively, “Tax")
imposed, levied, collected, assessed or required to be deducted, withheld or paid by or for the
account of Bermuda or any taxing authority or political subdivision thereof or therein. If
any such Tax is required by law to be withheld or deducted from any such payment, the Issuer shall
pay the full amount of such Tax and pay such additional amounts as may be necessary to ensure that
the net amount actually received by the person entitled to such payment is equal to the amount such
person would have received had no such Tax been withheld from such payment, provided that
the Issuer shall not be required to pay any such additional amount on account of any Tax that would
not have been so imposed but for the existence of any present or former personal or business
connection between the person entitled to such payment and Bermuda other than the mere
receipt of such payment or the ownership or holding of such Note.



35. JUDGMENT CURRENCY




     The obligation of the Issuer to make payment in lawful currency of the United States of
America (“Dollars") of any and all amounts due hereunder or under the Notes shall not be discharged
or satisfied by any tender or any recovery pursuant to any judgment in any currency other than
Dollars, except to the extent that such tender or recovery shall result in the actual receipt by
JPMorgan in New York or the holders of the Notes of the full amount of Dollars payable hereunder or
under the Notes, and shall be enforceable as an alternative or additional cause of action for the
purpose of recovering in Dollars the amount, if any, by which such actual receipt shall fall short
of the full amount of Dollars so paid.



36. GUARANTY PROVISIONS




     In consideration of the services provided by JPMorgan under this Agreement, the Guarantor
hereby absolutely, unconditionally and irrevocably guarantees (as primary obligor and not merely as
surety) the due and punctual payment, when and as the same shall become due and payable, of each
and every obligation of the Issuer hereunder (each of the foregoing being an “Obligation” and,
collectively, the “Obligations") at the time and place and otherwise in accordance with the terms
of this Agreement, irrespective of (i) the validity, binding effect, legality,



9









 




enforceability or
modification to, or amendment or waiver of, or compliance with, the Notes or this Agreement, (ii)
whether the Notes or this Agreement shall have been duly executed by the respective parties
thereto, (iii) any change in the existence or structure of, or the bankruptcy or insolvency of, the
Issuer, (iv) the absence of any action to enforce any Obligation or the Notes or this Agreement or
any collateral security or other guaranty thereof, (v) any extension, renewal, settlement,
compromise, waiver or release in respect of any Obligation, the Notes or this Agreement, (vi) the
existence of any claim, set-off, counterclaim or other right that the Guarantor may have against
the Issuer, the noteholders or JPMorgan, or (vii) any other circumstance that might otherwise
constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees
that upon default in the payment when due of any Obligation it will forthwith cause the payment of
each and every Obligation to be made punctually to JPMorgan, when and as the same shall become due
and payable, and as if such payment were made by the Issuer. The Guarantor hereby expressly waives
presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the
noteholders, or JPMorgan on behalf of the noteholders, file claims in the event of receivership or
bankruptcy of the Issuer, or exhaust any right to take any action against the Issuer or with
respect to any collateral at any time securing the Obligations or any other guaranty thereof; and
the Guarantor hereby consents to any and all extensions of time of payment of any or all of the
Obligations and to the release of any such collateral or other guaranty. This guaranty is a
guaranty of payment and not of collection merely and shall be a continuing guaranty and, as such,
shall remain operative and in full force and effect until all Obligations shall have been paid and
actually received in full by the party to whom any such Obligation is due. If at any time any
payment of any Obligation is rescinded or must otherwise be restored or returned upon the
insolvency, bankruptcy, reorganization, dissolution or liquidation of the Issuer (or the
appointment of a trustee, receiver, intervenor or conservator or similar official for the Issuer or
any substantial part of its assets, the Guarantor’s obligations hereunder with respect to such
payment shall be reinstated at such time as though such payment had not been made. The Guarantor
hereby irrevocably agrees that it will not be entitled to enforce any right or remedy arising out
of any right of subrogation that it may have or be entitled to, by operation of law or otherwise,
as a result of payments by such Guarantor hereunder, until all Obligations have been paid and
actually received in full by the party to whom any such Obligation is due.




10









 






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



	 	 	 	 	 	 	 	 	 	 	 
	JPMORGAN CHASE BANK,	 	 	 	 	 	 	 	 
	NATIONAL ASSOCIATION	 	 	 	WEATHERFORD INTERNATIONAL LTD.	 	 
	 	 	 	 	 	 	[Name of Issuer]
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Maria Romero
	 	 	 	By:
	 	/s/ Burt M. Martin	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Maria Romero
	 	 	 	Name:
	 	Burt M. Martin	 	 
	Title:

	 	Trust Officer
	 	 	 	Title:
	 	Sr. VP, Gen. Counsel and Sec.	 	 
	Date:

	 	10/26/05
	 	 	 	Date:
	 	10/25/05	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	WEATHERFORD INTERNATIONAL, INC.	 	 
	 	 	 	 	 	 	[Name of Guarantor]
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Burt M. Martin	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Burt M. Martin	 	 
	 

	 	 	 	 	 	Title:
	 	Sr. VP, Gen. Counsel and Sec.	 	 
	 

	 	 	 	 	 	Date:
	 	10/25/05	 	 






11









 






EXHIBIT D




FORM OF OPINION




Date:                                        




[Name and Address of Dealer]




Ladies and Gentlemen:




     We have acted as counsel to                                                             , a                                         corporation (the “Company”), in connection with the proposed
offering and sale by the Company of commercial paper in the form of short-term promissory notes
(the “Notes”), which Notes are guaranteed by                                         (the “Guarantor”).



     In our capacity as such counsel, we have examined a specimen form of Note, an executed copy of
the Commercial Paper Dealer Agreement dated                                          , 199___(the “Agreement”) between the Company and [Name
of Dealer] (the “Dealer”), the form of guaranty (the “Guaranty”) and the Issuing and Paying Agency
Agreement dated                                          , 199___(the “Issuing and Paying Agency Agreement”) among the Company, the Guarantor
and JPMorgan Chase Bank, National Association (“JPMorgan”) as well as originals, or copies
certified or otherwise identified to our satisfaction, of such other records and documents as we
have deemed necessary as a basis for the opinions expressed below. In such examination, we have
assumed the genuineness of all documents submitted to us as originals, and the conformity to the
originals of all documents submitted to us as copies.



     [We have advised the Company with respect to the uses of the proceeds from the sale of the
Notes that would constitute “current transactions” within the meaning of Section ___of the Securities
Act of 1933 as amended (the “Securities Act”). We have received and relied upon a statement of an
[executive] officer of the Company setting forth the proposed use of the proceeds.1



     Capitalized terms used herein without definition are used as defined in the Agreement.



Based upon the foregoing, it is our opinion that:2




     1. The Company is a corporation duly organized, validly existing and in good standing under
the laws of the State of                                          and has all the requisite power and authority to execute, deliver and
perform its obligations under the Notes, the Agreement and the Issuing and Paying Agency Agreement.



     2. Each of the Agreement and the Issuing and Paying Agency Agreement has been duly authorized,
executed and delivered by the Company and constitutes a legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to
enforceability, to general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law)[, and except as rights to indemnity and contribution may be limited
by federal or state law.



     3. The Notes have been duly authorized, and when issued and delivered as provided in the
Issuing and Paying Agency Agreement, will be duly and validly issued and delivered





 




			
	1	 	For 3(a)(3) Programs only
	 
	2	 	With appropriate conforming changes, the following opinions are to be given with respect to the Guarantor and the Guaranty.




 









 









and will constitute legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a proceeding in equity
or at law).




     4. The issuance and sale of Notes under the circumstances contemplated by the Agreement do not
require registration of the Notes under the Securities Act, pursuant to the exemption from
registration contained in Section thereof, and do not require compliance with any provision of the
Trust Indenture Act of 1939 as amended; and the Notes will rank at least pari passu with
all other unsecured and unsubordinated indebtedness of the Company.



     5. No consent or action of, or filing or registration with, any governmental or public
regulatory body or authority, including the Securities and Exchange Commission, is required to
authorize, or is otherwise required in connection with the execution, delivery or performance of
the Agreement, the Issuing and Paying Agency Agreement or the Notes, except as may be required by
the securities or Blue Sky laws of the various states in connection with the offer and sale of the
Notes.



     6. Neither the execution and delivery of the Agreement and the Issuing and Paying Agency
Agreement, nor the issuance and delivery of the Notes in accordance with the Issuing and Paying
Agency Agreement, nor the fulfillment of or compliance with the terms and provisions of either
thereof by the Company will (i) result in the creation or imposition of any mortgage, lien, charge
or encumbrance of any nature whatsoever upon any of the properties or assets of the Company, or
(ii) violate or result in an event of default under any of the terms of the Company’s charter
documents or by-laws, any contract or instrument to which the Company is a party or by which it or
its property is bound, or any law or regulation, or any order, writ, injunction or decree of any
court or government instrumentality to which the Company is subject or by which it or its property
is bound.



     7. There is no litigation or governmental proceeding pending, or to the knowledge of the
Company threatened, against or affecting the Company or any of its subsidiaries which might result
in a material adverse change in the conditions (financial or otherwise), operations or business
prospects of the Company or the ability of the Company to perform its obligations under the
Agreement, the Issuing and Paying Agency Agreement or the Notes.



     8. The Company is not an “investment company” or an entity “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.



     This opinion may be delivered to the Issuing and Paying Agent and any nationally recognized
rating agency (in connection with the rating of the Notes), each of which may rely on this opinion
to the same extent as if such opinion were addressed to it.



Very truly yours,





2