exv10w1






Exhibit 10.1




EXECUTION VERSION




AMENDMENT NO. 1 TO CREDIT AGREEMENT




     THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July
13, 2011 by and among WEATHERFORD INTERNATIONAL LTD., a Bermuda exempted company (“WIL”),
WEATHERFORD INTERNATIONAL LTD., a Swiss joint stock corporation (“WIL-Switzerland”),
WEATHERFORD LIQUIDITY MANAGEMENT HUNGARY LIMITED LIABILITY COMPANY, a Hungarian limited liability
company (“HOC”), WEATHERFORD CAPITAL MANAGEMENT SERVICES LIMITED LIABILITY COMPANY, a
Hungarian limited liability company (“WCMS” and, together with WIL, WIL-Switzerland and
HOC, the “Obligor Parties”), WEATHERFORD INTERNATIONAL, INC., a Delaware corporation
(“WII” and, together with the Obligor Parties, the “Obligors”), the Lenders listed
on the signature pages attached hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the
Lenders (the “Administrative Agent”), and the Issuing Banks.



RECITALS:




     WHEREAS, reference is made to that certain Credit Agreement dated as of October 15, 2010 by
and among the Obligor Parties, the lenders named therein, the Administrative Agent, the Issuing
Banks and certain other parties named therein (as heretofore amended, restated, supplemented or
otherwise modified, the “Credit Agreement”);



     WHEREAS, the Borrowers desire to increase the Aggregate Commitments from $1,750,000,000 to
$2,250,000,000 and, in order to effect such increase, the Borrowers have requested that (i) the
Lenders identified on Annex I attached hereto as Increasing Lenders (the “Increasing
Lenders”) and the Lenders identified on Annex I attached hereto as Additional Lenders
(the “Additional Lenders”) provide a Commitment Increase (the “Specified Commitment
Increase”) pursuant to Section 2.15 of the Credit Agreement and (ii) the Administrative Agent
and the Issuing Banks consent to the Specified Commitment Increase and the joinder of the
Additional Lenders as parties to the Credit Agreement;



     WHEREAS, the Administrative Agent and the Issuing Banks are willing to consent to the
Specified Commitment Increase and the joinder of the Additional Lenders as parties to the Credit
Agreement;



     WHEREAS, in connection with the Specified Commitment Increase, the Lenders identified on
Annex II attached hereto (the “Departing Lenders”) have requested that their
Commitments be terminated, and the Borrowers are willing to consent to such termination;



     WHEREAS, the Borrowers have requested that the Lenders agree to amend certain provisions of
the Credit Agreement, and the Lenders have agreed to amend the Credit Agreement as hereinafter set
forth;



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



     Section 1. Defined Terms. Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement.



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     Section 2. Amendments to Credit Agreement.



     (a) The reference to “WELLS FARGO SECURITIES, LLC” in the introductory paragraph of the Credit
Agreement is hereby deleted and replaced in its entirety with “WELLS FARGO BANK, NATIONAL
ASSOCIATION”.



     (b) The definition of “Indebtedness” in Section 1.01 of the Credit Agreement is hereby amended
by inserting the parenthetical “(including, for the avoidance of doubt, any Subsidiary or other
Affiliate of such Person or any third party that is not affiliated with such Person)” immediately
after the phrase “the Indebtedness of any other Person” in clause (d) thereof.



     (c) The definition of “Lenders” in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:




     “Lenders” means the Persons listed in Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Assumption or a Commitment Increase Agreement, other than any such Person that
ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the
context otherwise requires, the term “Lenders” includes the Swingline Lenders.



     (d) The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




     “Maturity Date” means July 13, 2016, and for any Lender agreeing to
extend the Maturity Date pursuant to Section 2.18, July 13 in each year
thereafter to which the Maturity Date has been extended, but in no event later than
July 13, 2018.



     (e) The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby
amended by deleting the pricing grid therein and replacing it in its entirety with the following:



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	Index Debt Ratings	 	Facility	 	 	LIBOR	 	 	ABR	 
	(S&P/Moody’s):	 	Fee Rate	 	 	Margin	 	 	Margin	 
	Performance Level I

A/A2 or above
	 	 	0.125	%	 	 	0.750	%	 	 	0	%
	Performance Level II

A-/A3
	 	 	0.150	%	 	 	0.850	%	 	 	0	%
	Performance Level III

BBB+/Baa1
	 	 	0.175	%	 	 	0.950	%	 	 	0	%
	Performance Level IV

BBB/Baa2
	 	 	0.225	%	 	 	1.025	%	 	 	0.025	%
	Performance Level V

BBB-/Baa3
	 	 	0.275	%	 	 	1.475	%	 	 	0.475	%
	Performance Level VI

Below BBB-/Baa3
	 	 	0.325	%	 	 	1.925	%	 	 	0.925	%






     Section 3. Commitment Increase.



     (a) Each Increasing Lender hereby agrees to increase the amount of its Commitment under the
Credit Agreement by the amount shown as its “Commitment Increase” on Annex I attached
hereto.



     (b) Each Additional Lender is hereby joined as a Lender under the Credit Agreement, and each
Additional Lender hereby extends to the Borrowers, subject to and on the terms and conditions set
forth in the Credit Agreement (as amended hereby), a Commitment in the amount shown as its
“Commitment Increase” on Annex I attached hereto, and agrees to perform in accordance with
the terms thereof all of the obligations which by the terms of the Credit Agreement and the other
Loan Documents are required to be performed by it as a Lender thereunder.



     (c) Each of the Increasing Lenders and the Additional Lenders acknowledges and agrees that the
respective Commitments of such Lender and the other Lenders under the Credit Agreement are several
and not joint commitments and obligations of the Lenders. Each of the Increasing Lenders and the
Additional Lenders further acknowledges and agrees that, after giving effect to the Commitment
Increase as provided in this Agreement, its Commitment as a Lender shall be as set forth on
Annex III attached hereto, which shall automatically amend and restate Schedule
2.01 to the Credit Agreement pursuant to the terms of Section 2.15(g) of the Credit Agreement.



     (d) To the extent there are any Letters of Credit outstanding on the Amendment Effective Date,
upon the effectiveness of the Specified Commitment Increase and the



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Commitment Termination (as defined below), the amount of the unfunded participations held by
each Lender in each Letter of Credit then outstanding shall be adjusted such that, after giving
effect to such adjustments, each Lender shall hold unfunded participations in each such Letter of
Credit in the proportion its Commitment bears to the Aggregate Commitments after giving effect to
the Specified Commitment Increase and the Commitment Termination.




     (e) Subject to satisfaction of the conditions precedent set forth in Section 5 hereof, the
Administrative Agent and each of the Issuing Banks hereby irrevocably consents to the Specified
Commitment Increase.



     Section 4. Termination of Commitments.



     (a) Each of the Obligors, the Administrative Agent, the Departing Lenders, the Increasing
Lenders and the Additional Lenders acknowledges and agrees that, contemporaneously with the
effectiveness of the Specified Commitment Increase on the Amendment Effective Date, each Departing
Lender’s Commitment shall be terminated (collectively, the “Commitment Termination”).



     (b) Upon the effectiveness of the Commitment Termination, each Departing Lender shall no
longer be a Lender under the Credit Agreement.



     Section 5. Amendment Effective Date; Conditions Precedent. This Amendment, the
Specified Commitment Increase and the Commitment Termination shall become effective on the date
(the “Amendment Effective Date”; for purposes of Section 2.15 of the Credit Agreement, the
Amendment Effective Date shall be the Commitment Increase Effective Date with respect to the
Specified Commitment Increase provided for herein) on which the following conditions have been
satisfied:



     (a) The Administrative Agent shall have received the following, all in form and substance
reasonably satisfactory to the Administrative Agent:




     (i) a counterpart of this Amendment executed by the Obligors, the Lenders, the
Administrative Agent and the Issuing Banks;




     (ii) a Notice of Commitment Increase with respect to the Specified Commitment Increase
delivered by the Borrowers to the Administrative Agent at least five (5) Business Days prior
to the Amendment Effective Date;




     (iii) Revolving Credit Notes executed by the Borrowers and payable to each Lender
requesting (at least one Business Day prior to the Amendment Effective Date) a Revolving
Credit Note, duly completed and executed by the Borrowers and dated the Amendment Effective
Date;




     (iv) a certificate of a Responsible Officer of WIL-Switzerland, dated the Amendment
Effective Date, certifying that (A) the representations and warranties set forth in Article
VI of the Credit Agreement and in the other Loan Documents are true and correct in all
material respects as of, and as if such representations and warranties were made on, the
Amendment Effective Date (unless such representation and warranty



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expressly relates to an earlier date, in which case such representation and warranty
shall continue to be true and correct as of such earlier date) and (B) no Default or Event
of Default has occurred and is continuing on the Amendment Effective Date;




     (v) a certificate of the secretary or an assistant secretary of each Obligor, dated the
Amendment Effective Date and certifying (A) true and complete copies of the memorandum of
association and bye-laws or the certificate of incorporation and bylaws or other
organizational documents, each as amended and in effect, of such Obligor and the resolutions
adopted by the Board of Directors of such Obligor (I) authorizing the execution, delivery
and performance by such Obligor of this Amendment and, in the case of a Borrower, the
borrowing of Loans by such Borrower under the Credit Agreement, as amended by this
Amendment, and (II) authorizing officers of such Obligor to execute and deliver this
Amendment and any related documents, and (B) the absence of any proceedings for the
dissolution, liquidation or winding up of such Obligor;




     (vi) (A) a certificate of the secretary or an assistant secretary of each of WIL,
WIL-Switzerland and WII, dated the Amendment Effective Date and certifying the incumbency
and specimen signatures of the officers of such Obligor executing any documents on its
behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS
executing any documents on its behalf;




     (vii) favorable, signed opinions addressed to the Administrative Agent and the Lenders
dated the Amendment Effective Date from (A) Fulbright & Jaworski L.L.P., special United
States counsel to the Obligors, (B) Conyers Dill & Pearman Limited, special Bermuda counsel
to WIL, (C) Baker & McKenzie, special Swiss counsel to WIL-Switzerland, (D) Szakaly Law
Firm, special Hungarian counsel to HOC and WCMS, and (E) with respect to any other Borrower,
counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon
the express instruction of the applicable Obligor; and




     (viii) to the extent available, copies of the memorandum of association, articles or
certificates of incorporation or other similar organizational documents of each Obligor
certified as of a recent date prior to the Amendment Effective Date by the appropriate
Governmental Authority and certificates of appropriate public officials as to the existence,
good standing and qualification to do business as a foreign corporation, of each Obligor in
each jurisdiction in which the ownership of its properties or the conduct of its business
requires such qualification and where the failure to so qualify would, individually or
collectively, have a Material Adverse Effect;



     (b) If, on the Amendment Effective Date, any Eurocurrency Loans have been funded, then the
Borrowers shall have paid any breakage fees or costs or other amounts owing under the Credit
Agreement in connection with the breakage or reallocation of such outstanding Eurocurrency Loans in
accordance with Section 2.13 of the Credit Agreement; and



     (c) The Borrowers shall have paid (i) to the Administrative Agent, the Lead Arrangers and the
Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or
prior to the Amendment Effective Date, and (ii) to the extent invoiced at or



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before 10:00 a.m., New York City time, on the Amendment Effective Date, all out-of pocket
expenses required to be reimbursed or paid by the Borrowers pursuant to Section 11.03 of the Credit
Agreement or any other Loan Document.




     Section 6. Representations and Warranties. To induce the other parties hereto to
enter into this Amendment, each of the Obligor Parties represents and warrants that, after giving
effect to each of the amendments and waivers set forth in this Amendment:



     (a) the representations and warranties set forth in Article VI of the Credit Agreement and in
the other Loan Documents are true and correct in all material respects as of, and as if such
representations and warranties were made on, the Amendment Effective Date (unless such
representation and warranty expressly relates to an earlier date, in which case such representation
and warranty shall continue to be true and correct as of such earlier date);



     (b) no Default or Event of Default has occurred and is continuing on the Amendment Effective
Date; and



     (c) this Amendment constitutes the legal, valid and binding obligation of each of the Obligor
Parties, enforceable against each of the Obligor Parties in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors’ rights generally or by equitable principles of general applicability.



     Section 7. Confirmation of Loan Documents. Except as expressly contemplated hereby,
the terms, provisions, conditions and covenants of the Credit Agreement, as amended by this
Amendment, and the other Loan Documents remain in full force and effect and are hereby ratified and
confirmed, and the execution, delivery and performance of this Amendment shall not, except as
expressly set forth in this Amendment, operate as a waiver of, consent to or amendment of any term,
provision, condition or covenant thereof. Without limiting the generality of the foregoing, except
pursuant hereto or as expressly contemplated or amended hereby, nothing contained herein shall be
deemed (a) to constitute a waiver of compliance or consent to noncompliance by any Obligor Party
with respect to any term, provision, condition or covenant of the Credit Agreement or any other
Loan Document; (b) to prejudice any right or remedy that the Administrative Agent or any Lender may
now have or may have in the future under or in connection with the Credit Agreement or any other
Loan Document; or (c) to constitute a waiver of compliance or consent to noncompliance by any
Obligor Party with respect to the terms, provisions, conditions and covenants of the Credit
Agreement and the other Loan Documents made the subject hereof. Each Obligor Party represents and
acknowledges that it has no claims, counterclaims, offsets, credits or defenses to the Loan
Documents or the performance of its obligations thereunder.



     Section 8. Ratification. Each Guarantor hereby ratifies and confirms its obligations
under the Guaranty Agreement and hereby represents and acknowledges that it has no claims,
counterclaims, offsets, credits or defenses to the Loan Documents or the performance of its
obligations thereunder. Furthermore, each Guarantor agrees that nothing contained in this
Amendment shall adversely affect any right or remedy of the Administrative Agent or the Lenders
under the Guaranty Agreement or any of the other Loan Documents to which it is a



6









 




party. Each Guarantor agrees that all references in the Guaranty Agreement to the “Guaranteed
Obligations” shall include, without limitation, all of the obligations of the Borrowers to the
Administrative Agent and the Lenders under the Credit Agreement, as amended by this Amendment.
Finally, each Guarantor hereby represents and warrants that the execution and delivery of this
Amendment and the other documents executed in connection herewith shall in no way change or modify
its obligations as a guarantor, debtor, pledgor, assignor, obligor and/or grantor under the
Guaranty Agreement and the other Loan Documents to which it is a party and shall not constitute a
waiver by the Administrative Agent or the Lenders of any of their rights against any Guarantor.




     Section 9. Effect of Amendment. From and after the Amendment Effective Date hereof,
each reference in the Credit Agreement to “this Agreement”, “hereof”, or “hereunder” or words of
like import, and all references to the Credit Agreement in any and all agreements, instruments,
documents, notes, certificates, guaranties and other writings of every kind and nature shall be
deemed to mean the Credit Agreement as modified by this Amendment. This Amendment shall constitute
a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.



     Section 10. Costs and Expenses. Pursuant to the terms of Section 11.03 of the Credit
Agreement, the Borrowers agree to pay all reasonable and documented out-of-pocket expenses incurred
by the Administrative Agent and its Affiliates in connection with the preparation, execution and
enforcement of this Amendment.



     Section 11. Choice of Law. This Amendment and all other documents executed in
connection herewith and the rights and obligations of the parties hereto and thereto, shall be
construed in accordance with and governed by the law of the State of New York.



     Section 12. Submission to Jurisdiction; Consent to Service of Process.



     (a) Each Obligor Party hereby irrevocably and unconditionally submits, for itself and its
property, to the non-exclusive jurisdiction of the United States District Court for the Southern
District of New York (or the state courts sitting in the Borough of Manhattan in the event the
Southern District of New York lacks subject matter jurisdiction), and any appellate court from any
thereof, in any suit, action or proceeding arising out of or relating to this Amendment or any
other Loan Document, or for recognition or enforcement of any judgment, and each of the parties
hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action
or proceeding may be heard and determined in such New York State court or, to the extent permitted
by law, in such Federal court. Each of the parties hereto agrees that a final, non-appealable
judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Amendment or any other Loan Document shall affect any right that the Administrative Agent, any
Issuing Bank or any Lender may otherwise have to bring any suit, action or proceeding relating to
this Amendment or any other Loan Document against any Obligor or its properties in the courts of
any jurisdiction.



     (b) Each Obligor Party hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter have to



7









 




the laying of venue of any suit, action or proceeding arising out of or relating to this
Amendment or any other Loan Document in any court referred to in paragraph (a) of this Section.
Each Obligor Party hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any such court.




     (c) Each party to this Amendment irrevocably consents to service of process in the manner
provided for notices in Section 11.02 of the Credit Agreement other than by facsimile. Nothing in
this Amendment or any other Loan Document will affect the right of any party to this Amendment or
any other Loan Document to serve process in any other manner permitted by law. Notwithstanding any
other provision of this Amendment, each foreign Obligor Party hereby irrevocably designates C T
Corporation System, 111 8th Avenue, New York, New York 10011, as the designee, appointee and agent
of such Obligor Party to receive, for and on behalf of such Obligor Party, service of process in
the State of New York in any suit, action or proceeding arising out of or relating to this
Amendment or any other Loan Document.



     (d) Each Obligor Party agrees that any suit, action or proceeding brought by any Obligor Party
or any of their respective Subsidiaries relating to this Amendment or any other Loan Document
against the Administrative Agent, any Issuing Bank, any Lender or any of their respective
Affiliates shall be brought exclusively in the United States District Court for the Southern
District of New York (or the state courts sitting in the Borough of Manhattan in the event the
Southern District of New York lacks subject matter jurisdiction), and any appellate court from any
thereof, unless no such court shall accept jurisdiction.



     (e) The Administrative Agent, each Issuing Bank and each Lender hereby irrevocably and
unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United
States District Court for the Southern District of New York (or the state courts sitting in the
Borough of Manhattan in the event the Southern District of New York lacks subject matter
jurisdiction), and any appellate court from any thereof, in any suit, action or proceeding arising
out of or relating to this Amendment or any other Loan Document, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and determined in such New York
State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final, non-appealable judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law.



     (f) The Administrative Agent, each Issuing Bank and each Lender hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Amendment or any other Loan Document in any court referred to in
paragraph (e) of this Section. Each of the Administrative Agent, each Issuing Bank and each Lender
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.



     (g) To the extent that any Obligor Party has or hereafter may acquire any immunity from
jurisdiction of any court or from set-off or any legal process (whether through service or



8









 




notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)
with respect to itself or its property, such Obligor Party hereby irrevocably waives such immunity
in respect of its obligations under the Loan Documents.




     Section 13. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     Section 14. Counterparts; Integration; Effectiveness. This Amendment may be executed
in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Amendment, the Notes, the other Loan Documents and any separate letter agreements with respect
to fees payable to the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. This Amendment shall
become effective on the Amendment Effective Date, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page to this Amendment by facsimile transmission or electronic
transmission (in .pdf form) shall be effective for all purposes as delivery of a manually executed
counterpart of this Amendment.



[Remainder of page intentionally left blank; signature pages follow.]





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



	 	 	 	 	 
	 	WIL:



WEATHERFORD INTERNATIONAL LTD.,

a Bermuda exempted company

 	 
	 	By:  	/s/ Janet Duncan
 	 
	 	 	Name:  	Janet Duncan 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	HOC:



WEATHERFORD LIQUIDITY MANAGEMENT 

HUNGARY LIMITED LIABILITY COMPANY,

a Hungarian limited liability company

 	 
	 	By:  	/s/ William Gray Fulton
 	 
	 	 	Name:  	William Gray Fulton 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                /s/ Brian Moncur
 	 
	 	 	Name:  	Brian Moncur 	 
	 	 	Title:  	Managing Director 	 
	 
	 	WCMS:



WEATHERFORD CAPITAL MANAGEMENT 

SERVICES LIMITED LIABILITY COMPANY,

a Hungarian limited liability company

 	 
	 	By:  	/s/ William Gray Fulton
 	 
	 	 	Name:  	William Gray Fulton 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                /s/ Brian Moncur
 	 
	 	 	Name:  	Brian Moncur 	 
	 	 	Title:  	Managing Director 	 



Signature Page to Amendment No. 1 to Credit Agreement







 









 








	 	 	 	 	 
	 	WIL-SWITZERLAND: 



WEATHERFORD INTERNATIONAL LTD.,

a Swiss joint stock corporation

 	 
	 	By:  	/s/ Janet M. Duncan
 	 
	 	 	Name:  	Janet M. Duncan 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	WII:



WEATHERFORD INTERNATIONAL, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Janet M. Duncan
 	 
	 	 	Name:  	Janet M. Duncan 	 
	 	 	Title:  	Vice President and Treasurer 	 



Signature Page to Amendment No. 1 to Credit Agreement






 









 








	 	 	 	 	 
	 	ADMINISTRATIVE AGENT: 



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and an Issuing Bank

 	 
	 	By:  	/s/ Helen A. Carr
 	 
	 	 	Name:  	Helen A. Carr 	 
	 	 	Title:  	Managing Director 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	INCREASING LENDERS: 



JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Helen A. Carr
 	 
	 	 	Name:  	Helen A. Carr 	 
	 	 	Title:  	Managing Director 	 



Signature Page to Amendment No. 1 to Credit Agreement







 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH, 

as a Lender and an Issuing Bank

 	 
	 	By:  	/s/ Lawrence Williamson
 	 
	 	 	Name:  	Lawrence Williamson 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                       /s/ Edward D. Herko
 	 
	 	 	Name:  	Edward D. Herko 	 
	 	 	Title:  	Director 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	CREDIT AGRICOLE CORPORATE AND 

INVESTMENT BANK,

as a Lender and an Issuing Bank 

 	 
	 	By:  	/s/ Page Dillehunt
 	 
	 	 	Name:  	Page Dillehunt 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                       /s/ Michael Willis
 	 
	 	 	Name:  	Michael Willis 	 
	 	 	Title:  	Managing Director 	 



Signature Page to Amendment No. 1 to Credit Agreement







 









 








	 	 	 	 	 
	 	MORGAN STANLEY BANK, N.A. 

 	 
	 	By:  	/s/ Sherrese Clarke
 	 
	 	 	Name:  	Sherrese Clarke 	 
	 	 	Title:  	Authorized Signatory 	 



Signature Page to Amendment No. 1 to Credit Agreement




 









 








	 	 	 	 	 
	 	BARCLAYS BANK PLC 

 	 
	 	By:  	
/s/ Vanessa A. Kurbatskiy
 	 
	 	 	Name:  	Vanessa A. Kurbatskiy 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment No. 1 to Credit Agreement







 









 








	 	 	 	 	 
	 	DNB NOR BANK ASA 

 	 
	 	By:  	/s/ Kristie Li
 	 
	 	 	Name:  	Kristie Li 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	                       /s/ Pal Boger
 	 
	 	 	Name:  	Pal Boger 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment No. 1 to Credit Agreement






 









 








	 	 	 	 	 
	 	GOLDMAN SACHS BANK USA 

 	 
	 	By:  	/s/ Mark Walton
 	 
	 	 	Name:  	Mark Walton 	 
	 	 	Title:  	Authorized Signatory 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

 	 
	 	By:  	/s/ William S. Rogers
 	 
	 	 	Name:  	William S. Rogers 	 
	 	 	Title:  	Authorized Signatory 	 



Signature Page to Amendment No. 1 to Credit Agreement







 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc, 

as a Lender and an Issuing Bank

 	 
	 	By:  	/s/ Brian D. Williams
 	 
	 	 	Name:  	Brian D. Williams 	 
	 	 	Title:  	Authorized Signatory 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	UBS LOAN FINANCE 

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 	 	 
	 	By:  	                       /s/ Joselin Fernandes
 	 
	 	 	Name:  	Joselin Fernandes 	 
	 	 	Title:  	Associate Director 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION,

as a Lender and an Issuing Bank

 	 
	 	By:  	/s/ Donald W. Herrick, Jr.
 	 
	 	 	Name:  	Donald W. Herrick, Jr. 	 
	 	 	Title:  	Director 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	NORDEA BANK NORGE ASA 

 	 
	 	By:  	/s/ Tom C. Kuhnle
 	 
	 	 	Name:  	Tom C. Kuhnle 	 
	 	 	Title:  	Senior Vice President 	 
	 	 	 
	 	By:  	                           /s/ Renathe H. Nesseth
 	 
	 	 	Name:  	Renathe H. Nesseth 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	ROYAL BANK OF CANADA 

 	 
	 	By:  	                           /s/ Jay T. Sartain
 	 
	 	 	Name:  	Jay T. Sartain 	 
	 	 	Title:  	Authorized Signatory 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	STANDARD CHARTERED BANK 

 	 
	 	By:  	
/s/ James P. Hughes
 	 
	 	 	Name:  	James P. Hughes 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                           /s/ Robert K. Reddington
 	 
	 	 	Name:  	Robert K. Reddington 	 
	 	 	Title:  	Credit Documentation Manager 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	UNICREDIT BANK AG, NEW YORK BRANCH 

 	 
	 	By:  	/s/ Thomas Dusch
 	 
	 	 	Name:  	Thomas Dusch 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                           /s/ Annett Guderian
 	 
	 	 	Name:  	Annett Guderian 	 
	 	 	Title:  	Director 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	CITIBANK, N.A. 

 	 
	 	By:  	/s/ John Miller
 	 
	 	 	Name:  	John Miller 	 
	 	 	Title:  	Attorney-in-Fact 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	SUNTRUST BANK 

 	 
	 	By:  	/s/ Gregory C. Magnuson
 	 
	 	 	Name:  	Gregory C. Magnuson 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	ADDITIONAL LENDERS: 



HSBC BANK USA, N.A.

 	 
	 	By:  	/s/ John Robinson
 	 
	 	 	Name:  	John Robinson 	 
	 	 	Title:  	Managing Director, Co-Head Resources &

Energy Group — Americas Global Banking 	 



Signature Page to Amendment No. 1 to Credit Agreement




 









 








	 	 	 	 	 
	 	BANCO BILBAO VIZCAYA ARGENTARIA, 

S.A.- NEW YORK BRANCH

 	 
	 	By:  	/s/ Michael Oka
 	 
	 	 	Name:  	Michael Oka 	 
	 	 	Title:  	Executive Director 	 
	 	 	 
	 	By:  	/s/
Nietzsche Rodricks
 	 
	 	 	Name:  	Nietzsche Rodricks 	 
	 	 	Title:  	Senior Banker 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	DEPARTING LENDERS: 



BNP PARIBAS

 	 
	 	By:  	/s/ Chris Lyons
 	 
	 	 	Name:  	Chris Lyons 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                       /s/ Andrew Ostrov
 	 
	 	 	Name:  	Andrew Ostrov 	 
	 	 	Title:  	Director 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA 

 	 
	 	By:  	/s/ John Frazell
 	 
	 	 	Name:  	John Frazell 	 
	 	 	Title:  	Director 	 



Signature Page to Amendment No. 1 to Credit Agreement





 









 








	 	 	 	 	 
	 	BANK HAPOALIM B.M. 

 	 
	 	By:  	/s/ Charles McLaughlin
 	 
	 	 	Name:  	Charles McLaughlin 	 
	 	 	Title:  	Senior Vice President 	 
	 	 	 
	 	By:  	                       /s/ James P. Surless
 	 
	 	 	Name:  	James P. Surless 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment No. 1 to Credit Agreement