Exhibit 10.2


 


Execution Version


 


ADDITIONAL LENDER SUPPLEMENT


 


ADDITIONAL LENDER SUPPLEMENT,
dated as of November 22, 2022 (this “Supplement”), by and among each of the signatories hereto, to the Amended
and Restated LC 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 the right, subject to the terms and conditions thereof, to effectuate from time to time 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, the Credit Agreement
provides in Section 4.13 thereof that any Person providing a Specific Incremental Commitment Increase must be a Specific
Additional Lender and otherwise meet the requirements set forth in such Section 4.13;


 


WHEREAS, immediately prior
to giving effect to this Supplement, the undersigned was not a Lender under the Credit Agreement, but now desires to become a party thereto
as a Lender thereunder;


 


NOW, THEREFORE, each of the
parties hereto hereby agrees as follows:


 


1.            The
undersigned agrees to be bound by the provisions of the Credit Agreement as a Lender thereunder and agrees that it shall, as of the date
of this Supplement, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with
a Performance LC Commitment equal to $22,500,000 and a Revolving Credit Commitment equal to $7,500,000 (which shall be available only
for participations in Revolving Performance Letters of Credit and Financial Standby Letters of Credit and not for Loans).


 


2.            The
undersigned (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Supplement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it has delivered to Parent and the Administrative Agent the forms required under Sections 5.02(c) and 5.02(e) of
the Credit Agreement and an Assignee Certificate, in each case duly completed and executed by the undersigned, and (iii) it is not
subject under current law to any withholding tax on amounts payable to it under the Credit Agreement; (b) confirms that it has received
a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereof,
and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) irrevocably
designates, appoints and authorizes the Administrative Agent as the agent of such Lender under the Credit Agreement and the other Loan
Documents; (e) irrevocably authorizes the Administrative Agent to take such actions on its behalf under the provisions of the Credit
Agreement and the other Loan Documents, including execution of the other Loan Documents, and to exercise such powers and perform such
duties as are expressly delegated to the Administrative Agent by the terms of the Credit Agreement and of the other Loan Documents, together
with such actions and powers as are reasonably incidental thereto; and (f) agrees that it will be bound by the provisions of the
Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required
to be performed by it as a Lender.


 






     


     


    

 


3.            The
undersigned’s address for notices for the purposes of the Credit Agreement is as follows:


 


ATB Financial


Suite 600, 585 8th Ave S.W.


Calgary, AB T2P 1G1


 


4.            The
Borrowers hereby represent and warrant that no Default or Event of Default has occurred and is continuing on and as of the date hereof
both immediately before and after giving effect to the increase in Commitments contemplated herein.


 


5.            Terms
defined in the Credit Agreement shall have their respective defined meanings when used herein.


 


6.            This
Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


7.            This
Supplement 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 document.


 


8.            The
Borrowers hereby designate ATB Financial as an Issuing Bank and, immediately upon execution of this Supplement, the parties hereto hereby
agree that ATB Financial shall have an LC Commitment of $30,000,000. This Supplement shall constitute the “Issuing Bank Agreement”
with respect to ATB Financial for purposes of Section 3.01(l) of the Credit Agreement.


 


[Remainder of this page intentionally
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IN WITNESS WHEREOF, each
of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.


 


	 	ATB Financial
	 	 
	 	By: 	/s/ Amish Patel
	 	Name: Amish Patel
	 	Title: Director
	 	 
	 	By:	 /s/ Wes Jardine
	 	Name: Wes Jardine
	 	Title: Managing Director



 


[Signature Page – Additional Lender
Supplement]


 






     


     


    

 


Accepted and agreed to as of the date first written above:


 


	WIL-BERMUDA:	 
	 	 
	WEATHERFORD INTERNATIONAL LTD.,	 
	a Bermuda exempted company	 
	 	 
	By:	 /s/ Maximiliano A. Kricorian	 
	Name: Maximiliano A. Kricorian	 
	Title: Vice President and Treasurer	 
	 	 
	WIL-Delaware:	 
	 	 
	WEATHERFORD INTERNATIONAL, LLC,	 
	a Delaware limited liability company	 
	 	 
	By:	 /s/ Maximiliano A. Kricorian	 
	Name: Maximiliano A. Kricorian	 
	Title: Vice President and Treasurer	 
	 	 
	WIL-CANADA:	 
	 	 
	WEATHERFORD CANADA LTD,	 
	an Alberta corporation	 
	 	 
	By: 	/s/ Pamela M. Webb	 
	Name: Pamela M. Webb	 
	Title: Director	 



 


[Signature Page – Additional Lender
Supplement]


 






     


     


    

 


PARENT:


 


SIGNED for and on behalf of

WEATHERFORD INTERNATIONAL PUBLIC LIMITED COMPANY

by its lawfully appointed attorney:


 


	In the presence of:	 	 
	 	 	 
	/s/ Pam Davis	 	/s/ Christine M. Morrison
	Signature of Witness	 	Signature of Attorney
	 	 	 
	Pam Davis	 	Christine M. Morrison
	Print Name of Witness	 	Print Name of Attorney
	 	 	 
	2000 St. James Place

    Houston, TX 77056
	 	 
	Address of Witness	 	 
	 	 	 
	Paralegal	 	 
	Occupation of Witness	 	 


 


[Signature Page – Additional Lender
Supplement]


 






     


     


    

 


Consented to and acknowledged as of the date first written above:


 


	WELLS FARGO BANK, NATIONAL ASSOCIATION,	 
	as Administrative Agent	 
	 	 
	By:	 /s/ Michael Janak	 
	Name: Michael Janak	 
	Title: Managing Director	 



 


[Signature Page – Additional Lender
Supplement]