Exhibit 10.3


 


Execution Version


 


Canadian Borrower Joinder


 


THIS CANADIAN BORROWER JOINDER
AGREEMENT is executed as of November 22, 2022 (this “Joinder”), by Weatherford Canada Ltd., an Alberta corporation
amalgamated under the laws of the Province of Alberta, Canada, (the “New Borrower”) and delivered to Wells Fargo Bank,
National Association, as administrative agent (in such capacity for the Lenders under that certain Amended and Restated Credit Agreement,
dated as of October 17, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among Weatherford International Ltd., a Bermuda exempted company (“WIL-Bermuda”),
Weatherford International, LLC, a Delaware limited liability company (“WIL-Delaware”), any other Borrower party thereto,
Weatherford International plc, an Irish public limited company (“Parent”), the Lenders from time to time party thereto,
Wells Fargo Bank, National Association, as administrative agent for the Lenders, and the Issuing Banks from time to time party thereto.
Capitalized terms used but not otherwise defined herein shall have the respective meanings specified therefor in the Credit Agreement.


 


W I T N E S S E T H


 


WHEREAS, pursuant to Section 4.13
of the Credit Agreement, the Borrowers have exercised the right, subject to the terms and conditions thereof, to effectuate an increase
in the aggregate Commitments under the Credit Agreement by requesting one or more Persons meeting the qualifications set forth in such
Section 4.13 to provide the Specific Incremental Commitment Increase;


 


WHEREAS, as a condition to
the effectiveness of such Specific Incremental Commitment Increase, the New Borrower is executing this Joinder;


 


WHEREAS, the New Borrower
will obtain benefits from the incurrence of Loans by, and the issuance of, and participations in, Letters of Credit for the account of,
any Borrower, in each case pursuant to the Credit Agreement, and, accordingly, desires to execute this Joinder in order to induce the
Lenders and Issuing Banks to continue to make Loans and issue Letters of Credit for the account of the Borrowers, in each case, pursuant
to the Credit Agreement;


 


NOW, THEREFORE, in consideration
of the foregoing and other benefits accruing to the New Borrower, the receipt and sufficiency of which are hereby acknowledged, the New
Borrower hereby makes the following representations and warranties to the Administrative Agent for the benefit of the Lenders and the
Issuing Banks and hereby covenants and agrees with each of the Administrative Agent, the Lenders and the Issuing Banks as follows:


 


		1.	By executing and delivering this Joinder,
                                            the New Borrower (a) becomes a Borrower for all purposes under the Credit Agreement
                                            and (b) acknowledges and agrees that it is a party to and is a “Borrower”,
                                            an “Obligor Party” and an “Obligor” under the Credit Agreement and
                                            agrees to be bound by the terms and provisions of the Credit Agreement in such capacities
                                            thereunder, effective upon the date on which Administrative Agent shall have received a copy
                                            of this Joinder, duly executed by the New Borrower and acknowledged by Administrative Agent.



 






     


     


    

 


		2.	The New Borrower, in consideration of
                                            each Lender’s and each Issuing Bank’s agreement to extend credit to it under
                                            and on the terms and conditions set forth in the Credit Agreement, does hereby assume each
                                            of the obligations imposed upon a “Borrower” under the Credit Agreement and agrees
                                            to be bound by the terms and conditions of the Credit Agreement. In furtherance of the foregoing,
                                            the New Borrower hereby represents and warrants to the Administrative Agent, each Lender
                                            and each Issuing Bank as follows:



 


		a.	Upon execution and delivery of this Joinder
                                            to the Administrative Agent, the New Borrower will become a Borrower under the Credit Agreement
                                            and will thereafter (i) have all the rights and obligations of a Borrower thereunder
                                            and be bound by all the provisions thereof, as fully as if the New Borrower were one of the
                                            original parties thereto and (ii) be designated as an Obligor and Obligor Party under
                                            the Loan Documents (to the extent not already so designated) with all the rights and obligations
                                            of such a Person, as fully as if the New Borrower were one of the original Borrowers under
                                            the Credit Agreement.



 


		b.	The representations and warranties of
                                            the Obligors contained in the Credit Agreement and in the other Loan Documents are true and
                                            correct in all material respects, except for any representation and warranty that is qualified
                                            by materiality or reference to Material Adverse Effect, which such representation and warranty
                                            is true and correct in all respects, on and as of the date hereof with the same effect as
                                            if made on and as of such date (except for any such representation and warranty that by its
                                            terms is made only as of an earlier date, which representation and warranty remains true
                                            and correct in all material respects as of such specified earlier date, except for any representation
                                            and warranty that is qualified by materiality or reference to Material Adverse Effect, which
                                            such representation and warranty is true and correct in all respects as of such specified
                                            earlier date).



 


		3.	THIS JOINDER AND ALL OTHER DOCUMENTS
                                            EXECUTED IN CONNECTION HEREWITH AND THEREWITH AND THE RIGHTS AND OBLIGATIONS EXISTING HEREUNDER
                                            SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.



 


		4.	This Joinder may be executed
                                            in counterparts (and by different signatories hereto on different counterparts), each of
                                            which shall constitute an original, but all of which when taken together shall constitute
                                            a single contract. Delivery of an executed counterpart of a signature page to this Joinder
                                            by facsimile transmission or electronic transmission (in .pdf format) shall be effective
                                            for all purposes as delivery of a manually executed counterpart of this Joinder. The words
                                            “execution”, “signed”, “signature”, “delivery”,
                                            and words of like import in or relating to any document to be signed in connection with this
                                            Joinder and the transactions contemplated hereby shall be deemed to include Electronic Signatures,
                                            deliveries or the keeping of records in electronic form, each of which shall be of the same
                                            legal effect, validity or enforceability as a manually executed signature, physical delivery
                                            thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent
                                            and as provided for in any applicable law, including the Federal Electronic Signatures in
                                            Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
                                            or any other similar state laws based on the Uniform Electronic Transactions Act; provided that
                                            nothing herein shall require the Administrative Agent to accept electronic signatures in
                                            any form or format without its prior written consent. Without limiting the generality of
                                            the foregoing, the New Borrower hereby (i) agrees that, for all purposes, including
                                            without limitation, in connection with any workout, restructuring, enforcement of remedies,
                                            bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the
                                            Obligors, electronic images of this Joinder shall have the same legal effect, validity and
                                            enforceability as any paper original, and (ii) waive any argument, defense or right
                                            to contest the validity or enforceability of the Joinder based solely on the lack of paper
                                            original copies of any Loan Documents, including with respect to any signature pages hereto
                                            and thereto.



 


		5.	From and after the execution and delivery
                                            hereof, this Joinder shall constitute a “Loan Document” for all purposes of the
                                            Credit Agreement and the other Loan Documents.



 


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IN WITNESS WHEREOF, the New
Borrower has caused this Joinder to be executed and delivered as of the date first above written.


 


	 	WEATHERFORD CANADA LTD.
	 	 
	 	By: 	/s/ Pamela M. Webb
	 	Name: Pamela M. Webb
	 	Title: Director



 


[Signature Page to Canadian Borrower Joinder]


 






     


     


    

 


	Accepted and Acknowledged by:	 
	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION.,	 
	as Administrative agent	 
	 	 
	By: 	/s/ Michael Janak	 
	Name: Michael Janak	 
	Title: Managing Director	 



 


[Signature Page to Canadian Borrower Joinder]