exv4w1






EXHIBIT 4.1


 







FIFTH SUPPLEMENTAL INDENTURE




among




WEATHERFORD INTERNATIONAL, INC.,




a Delaware corporation,




WEATHERFORD INTERNATIONAL LTD.,




a Bermuda exempted company,




WEATHERFORD INTERNATIONAL LTD.,




a Swiss corporation,




and




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.




as Trustee




 






Dated as of




February 26, 2009




to Indenture dated as of May 17, 1996




 






 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE ONE AMENDMENTS TO THE INDENTURE
	 	 	2	 
	 
	 	 	 	 
	SECTION 101 Applicability of Amendments
	 	 	2	 
	SECTION 102 Definitions
	 	 	2	 
	SECTION 103 Notices
	 	 	3	 
	SECTION 104 Additional Events of Default
	 	 	3	 
	SECTION 105 Trustee Matters
	 	 	3	 
	SECTION 106 Defeasance and Covenant Defeasance
	 	 	4	 
	SECTION 107 Guarantee
	 	 	4	 
	 
	 	 	 	 
	ARTICLE TWO SECURITIES TO WHICH ARTICLE ONE APPLICABLE
	 	 	9	 
	 
	 	 	 	 
	SECTION 201 Securities to which Article One Applicable
	 	 	9	 
	 
	 	 	 	 
	ARTICLE THREE MISCELLANEOUS PROVISIONS
	 	 	9	 
	 
	 	 	 	 
	SECTION 301 Integral Part
	 	 	9	 
	SECTION 302 General Definitions
	 	 	10	 
	SECTION 303 Adoption, Ratification and Confirmation
	 	 	10	 
	SECTION 304 Trust Indenture Act Controls
	 	 	10	 
	SECTION 305 Governing Law
	 	 	10	 
	SECTION 306 Severability
	 	 	10	 
	SECTION 307 Counterpart Originals
	 	 	10	 
	SECTION 308 Successors
	 	 	10	 
	SECTION 309 Table of Contents and Headings
	 	 	10	 
	SECTION 310 Benefit of Fifth Supplemental Indenture
	 	 	11	 
	SECTION 311 Acceptance by Trustee
	 	 	11	 







-i-









 








     THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of February 26, 2009, among Weatherford
International, Inc., a Delaware corporation (the “Company”), Weatherford International Ltd., a
Bermuda exempted company (“Weatherford Bermuda”), Weatherford International Ltd., a Swiss
corporation (“Weatherford Switzerland”), and The
Bank of New York Mellon Trust Company, N.A. (as successor in interest to Bank
of Montreal Trust Company) (the “Trustee”).



RECITALS OF THE COMPANY




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated
as of May 17, 1996, as supplemented by the First Supplemental Indenture thereto, dated as of May
27, 1998, the Second Supplemental Indenture thereto, dated as of June 30, 2000 (the “Second
Supplemental Indenture”), the Third Supplemental Indenture thereto, dated as of November 16, 2001
(the “Third Supplemental Indenture”), and the Fourth Supplemental Indenture thereto, dated as of
June 26, 2002 (the “Fourth Supplemental Indenture”, and such indenture as so supplemented, the
"Indenture”), providing for the issuance from time to time of one or more series of the Company’s
Securities; and



     WHEREAS, the Company, in accordance with an Officer’s Certificate dated as of May 28, 1996,
previously issued $200 million original aggregate principal amount of its 71/4% Notes due May 15,
2006, none of which notes remain outstanding as of the date hereof; and



     WHEREAS, the Company, in accordance with the Second Supplemental Indenture, previously issued
$910 million aggregate original principal amount of its Zero Coupon Convertible Debentures due June
30, 2020, none of which debentures remain outstanding as of the date hereof; and



     WHEREAS, the Company has, in accordance with the Third Supplemental Indenture, previously
issued $350 million aggregate original principal amount of its 65/8% Notes due 2011 (the “65/8%
Notes”), which 65/8% Notes remain outstanding as of the date hereof; and



     WHEREAS, Weatherford Bermuda has, in accordance with the Fourth Supplemental Indenture,
previously provided a guarantee of the 65/8% Notes; and



     WHEREAS, pursuant to a share exchange transaction effected by a scheme of arrangement, in
connection with a share exchange agreement, between Weatherford Bermuda and Weatherford
Switzerland, pursuant to which each holder of common shares of Weatherford Bermuda issued and
outstanding immediately before the transaction transferred such common shares to Weatherford
Switzerland solely in exchange for (through a nominee acting on behalf and for the account of the
shareholders) the same number of shares of Weatherford Switzerland (the “Redomestication”), the
Company has, contemporaneously with the effectiveness of this Fifth Supplemental Indenture, become
an indirect, wholly-owned subsidiary of Weatherford Switzerland and Weatherford Bermuda has become
a direct, wholly-owned subsidiary of Weatherford Switzerland; and



     WHEREAS, in connection with such Redomestication, Weatherford Switzerland has determined that
it will be in the best interests of and beneficial to Weatherford Switzerland to



 









 







enter into this Fifth Supplemental Indenture for the purposes of providing a guarantee of the
65/8% Notes in accordance with the terms of this Fifth Supplemental Indenture; and



     WHEREAS, Sections 901(2) and 901(3) of the Indenture permit the execution of supplemental
indentures without the consent of any Holders to add any additional Events of Default with respect
to, and to add to the covenants of the Company for the benefit of, all or any series of Securities;
and



     WHEREAS, Section 901(5) of the Indenture permits the execution of supplemental indentures
without the consent of any Holders to add to, change or eliminate any provisions of the Indenture
in respect of one or more series of Securities; provided, that any such change or elimination does
not adversely affect in any material respect any outstanding Security of any series created prior
to the execution of such supplemental indenture; and



     WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this Fifth
Supplemental Indenture to supplement and amend the Indenture in certain respects; and




     WHEREAS,
the changes contained herein do not adversely affect in any material
respect any Holder of any outstanding Security; and



     WHEREAS,
the Trustee is hereby authorized and directed to execute this Fifth
Supplemental Indenture; and




     WHEREAS,
all things necessary have been done to make this Fifth Supplemental
Indenture a valid and legally binding
agreement of the Company, Weatherford Bermuda and Weatherford Switzerland, in accordance with its
terms.



     NOW THEREFORE:



     In consideration of the premises provided for herein, the Company, Weatherford Bermuda,
Weatherford Switzerland and the Trustee mutually covenant and agree as follows:



ARTICLE ONE




AMENDMENTS TO THE INDENTURE




     SECTION 101 Applicability of Amendments.


The amendments contained in this Article ONE of this Fifth Supplemental Indenture shall apply only
to any series of Securities issued under the Indenture which have specifically been made subject to
such amendments, and not to any other series of Securities issued under the Indenture, and any
covenants provided in this Article ONE of this Fifth Supplemental Indenture are expressly being
included solely for the benefit of such Securities and not for the benefit of any other series of
Securities issued under the Indenture. These amendments shall be effective for so long as there
remain Outstanding any Securities of a series to which the provisions of this Article ONE apply.




     SECTION 102 Definitions.


Section 101 of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental
Indenture, to add Weatherford Switzerland to the definition of the term “Guarantor” by replacing
the current definition of such term with the following:




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     “Guarantors” shall mean Weatherford International Ltd., a Bermuda exempted
company, until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture (and thereafter shall mean such successor Person), and
Weatherford International Ltd., a Swiss corporation, until a successor Person shall
have become such pursuant to the applicable provisions of this Indenture (and
thereafter shall mean such successor Person), and “Guarantor” shall mean either (i)
Weatherford International Ltd., a Bermuda exempted company, or its successor Person,
or (ii) Weatherford International Ltd., a Swiss corporation, or its successor
Person.



     SECTION 103 Notices.


Section 105 of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental
Indenture, by replacing the current subsection (3) with the following:





     “(3) a Guarantor by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to such Guarantor addressed to it at:
Weatherford International Ltd., c/o Weatherford International, Inc., 515 Post Oak
Blvd., Houston, Texas 77027, to the attention of its Treasurer, or at any other
address previously furnished in writing to the Trustee by such Guarantor.”



     SECTION 104 Additional Events of Default.


Section 501 of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental
Indenture, by (a) replacing the words “and the Guarantor” each time said words appear in
subsections (4) and (7) thereof with the words “and the Guarantors”, (b) replacing the words “the
Guarantor” each time said words appear in subsections (9), (10) and (11) thereof with the words
“any Guarantor”, and (c) replacing the existing subsection (8) thereof with the following:





     “(8) default in the performance, or breach, of any covenant or warranty of any
Guarantor in this Indenture, and continuation of such default or breach for a period
of 90 days after there has been given, by registered or certified mail, to the
Company and such Guarantor by the Trustee or to the Company and such Guarantor and
the Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or”



     SECTION 105 Trustee Matters.


Section 605 of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental
Indenture, by replacing the words “the Guarantor” each time said words appear therein, with the
words “any Guarantor”.




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     SECTION 106 Defeasance and Covenant Defeasance.


Article THIRTEEN of the Indenture is hereby amended, subject to Section 201 of this Fifth
Supplemental Indenture, by replacing the existing Section 1307 with the following:





     “SECTION 1307 Effects of Defeasance on Guarantors.




     Upon any defeasance in accordance with Section 1302 hereof of the Securities of
a series to which this Section 1307 has been made applicable, all Guarantors shall
be discharged from their obligations hereunder in respect of the Securities of such
series to the same extent and subject to the same conditions as the Company is
released from its obligations hereunder in respect of the Securities of such series.
Upon any covenant defeasance in accordance with Section 1303 hereof of the
Securities of a series to which this Section 1307 has been made applicable, all
Guarantors shall be discharged from their obligations under Section 1905(a) hereof
in respect of the Securities of such series to the same extent and subject to the
same conditions as the Company is released from its obligations in respect of the
Securities of such series under Section 801 hereof.”



     SECTION 107 Guarantee.


Article NINETEEN of the Indenture is hereby amended, subject to Section 201 of this Fifth
Supplemental Indenture, by replacing the current Article NINETEEN with the following:




“ARTICLE NINETEEN




GUARANTEES OF SECURITIES





SECTION 1901 Unconditional Guarantees.




     (a) For value received, each Guarantor hereby fully, irrevocably,
unconditionally and absolutely guarantees to the Holders of Securities of
each series to which this Article NINETEEN has been made applicable and to
the Trustee the due and punctual payment of the principal of, and premium,
if any, and interest on such Securities, Liquidated Damages, if any, and all
other amounts due and payable under this Indenture and such Securities by
the Company to the Trustee or such Holders (including, without limitation,
all costs and expenses (including reasonable legal fees and disbursements)
incurred by the Trustee or such Holders in connection with the enforcement
of this Indenture and the Guarantees) (collectively, the ‘Indenture
Obligations’), when and as such principal, premium, if any, interest,
Liquidated Damages, if any, and other amounts shall become due and payable,
whether at the Stated Maturity, upon redemption or by declaration of
acceleration or otherwise, according to the terms of such Securities and
this Indenture. The guarantees by the Guarantors set forth in this Article
NINETEEN are referred to herein as the ‘Guarantees’. Without limiting the
generality of the foregoing, the Guarantors’ liability shall extend to all
amounts that constitute part of the



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Indenture Obligations and would be owed by the Company to the Trustee
or such Holders under this Indenture and such Securities but for the fact
that they are unenforceable, reduced, limited, impaired, suspended or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.




     (b) Failing payment when due of any amount guaranteed pursuant to the
Guarantees, for whatever reason, each Guarantor will be obligated to pay the
same, without duplication, immediately to the Trustee, without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding
or otherwise). Each Guarantee hereunder is intended to be a general,
unsecured, senior obligation of the applicable Guarantor and will rank pari
passu in right of payment with all indebtedness of such Guarantor that is
not, by its terms, expressly subordinated in right of payment to the
Guarantee of such Guarantor. Each Guarantor hereby agrees that, to the
fullest extent permitted by applicable law, its obligations hereunder shall
be full, irrevocable, unconditional and absolute, irrespective of the
validity, regularity or enforceability of such Securities, the Guarantees or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same
or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of such Guarantor. Each Guarantor hereby
agrees that in the event of a default in payment of the principal of, or
premium, if any, or interest on such Securities, or Liquidated Damages, if
any, or any other amounts payable under this Indenture and such Securities
by the Company to the Trustee or the Holders thereof, whether at the Stated
Maturity, upon redemption or by declaration of acceleration or otherwise,
legal proceedings may be instituted by the Trustee on behalf of such Holders
or, subject to Section 5.06 hereof, by such Holders, on the terms and
conditions set forth in this Indenture, directly against such Guarantor to
enforce its Guarantee without first proceeding against the Company or any
other Guarantor.




     (c) To the fullest extent permitted by applicable law, the obligations
of the Guarantors under this Article NINETEEN shall be as aforesaid full,
irrevocable, unconditional and absolute and shall not be impaired, modified,
discharged, released or limited by any occurrence or condition whatsoever,
including, without limitation, (i) any compromise, settlement, release,
waiver, renewal, extension, indulgence or modification of, or any change in,
any of the obligations and liabilities of the Company or any Guarantor
contained in any of such Securities or this Indenture, (ii) any impairment,
modification, release or limitation of the liability of the Company, any
Guarantor or any of their estates in bankruptcy, or any remedy for the
enforcement thereof, resulting from the operation of any present or future
provision of any applicable Bankruptcy Law, as



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amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Trustee or any such Holder of any rights or
remedies under any of such Securities or this Indenture or their delay in or
failure to assert or exercise any such rights or remedies, (iv) the
assignment or the purported assignment of any property as security for any
of such Securities, including all or any part of the rights of the Company
or any Guarantor under this Indenture, (v) the extension of the time for
payment by the Company or any Guarantor of any payments or other sums or any
part thereof owing or payable under any of the terms and provisions of any
of such Securities or this Indenture or of the time for performance by the
Company or any Guarantor of any other obligations under or arising out of
any such terms and provisions or the extension or the renewal of any
thereof, (vi) the modification or amendment (whether material or otherwise)
of any duty, agreement or obligation of the Company or any Guarantor set
forth in this Indenture, (vii) the voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all of the
assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment, rehabilitation or relief of, or
other similar proceeding affecting, the Company or any Guarantor or any of
their respective assets, or the disaffirmance of any of such Securities, the
Guarantees or this Indenture in any such proceeding, (viii) the release or
discharge of the Company or any Guarantor from the performance or observance
of any agreement, covenant, term or condition contained in any of such
instruments by operation of law, (ix) the unenforceability of any of such
Securities, the Guarantees or this Indenture, (x) any change in the name,
business, capital structure, corporate existence, or ownership of the
Company or any Guarantor, or (xi) any other circumstance which might
otherwise constitute a defense available to, or a legal or equitable
discharge of, a surety or any Guarantor.




     (d) To the fullest extent permitted by applicable law, each Guarantor
hereby (i) waives diligence, presentment, demand of payment, notice of
acceptance, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Company or any Guarantor, and all demands
and notices whatsoever, (ii) acknowledges that any agreement, instrument or
document evidencing the Guarantees may be transferred and that the benefit
of its obligations hereunder shall extend to each holder of any agreement,
instrument or document evidencing the Guarantees without notice to them and
(iii) covenants that its Guarantee will not be discharged except by complete
performance of the Guarantees. To the fullest extent permitted by
applicable law, each Guarantor further agrees that if at any time all or any
part of any payment theretofore applied by any Person to any Guarantee is,
or must be, rescinded or returned for any reason whatsoever, including
without limitation, the insolvency, bankruptcy or reorganization of any
Guarantor, such Guarantee shall, to



6









 






the extent that such payment is or must be rescinded or returned, be
deemed to have continued in existence notwithstanding such application, and
the Guarantees shall continue to be effective or be reinstated, as the case
may be, as though such application had not been made.




     (e) The Guarantors shall be subrogated to all rights of the Holders and
the Trustee against the Company in respect of any amounts paid by the
Guarantors pursuant to the provisions of this Indenture; provided, however,
that the Guarantors shall not be entitled to enforce or to receive any
payments arising out of, or based upon, such right of subrogation with
respect to any of such Securities until all of such Securities and the
Guarantees thereof shall have been indefeasibly paid in full or discharged.




     (f) A director, officer, employee or stockholder, as such, of a
Guarantor shall not have any liability for any obligations of such Guarantor
under this Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation.




     (g) No failure to exercise and no delay in exercising, on the part of
the Trustee or the Holders, any right, power, privilege or remedy under this
Article NINETEEN and the Guarantees shall operate as a waiver thereof, nor
shall any single or partial exercise of any rights, power, privilege or
remedy preclude any other or further exercise thereof, or the exercise of
any other rights, powers, privileges or remedies. The rights and remedies
herein provided for are cumulative and not exclusive of any rights or
remedies provided in law or equity. Nothing contained in this Article
NINETEEN shall limit the right of the Trustee or the Holders to take any
action to accelerate the maturity of such Securities pursuant to Article
Five or to pursue any rights or remedies hereunder or under applicable law.



          SECTION 1902 Execution and Delivery of Notation of Guarantees.




          To further evidence the Guarantees, each Guarantor hereby agrees that a
notation of its Guarantee may be endorsed on each Security of a series to which this
Article NINETEEN has been made applicable authenticated and delivered by the Trustee
and executed by either manual or facsimile signature of an officer of such
Guarantor.




          Each Guarantor hereby agrees that its Guarantee shall remain in full force and
effect notwithstanding any failure to endorse on any such Security a notation
relating to the Guarantees thereof.




          If an officer of a Guarantor whose signature is on this Indenture or a Security
no longer holds that office at the time the Trustee authenticates such




7









 




Security or at any time thereafter, such Guarantor’s Guarantee of such Security
shall be valid nevertheless.




          The delivery by the Trustee of any Security of a series to which this Article
NINETEEN has been made applicable, after the authentication thereof under this
Indenture, shall constitute due delivery of the Guarantees set forth in this
Indenture on behalf of the applicable Guarantor.




          SECTION 1903 Reports by Guarantors.




          In addition to the certificates delivered to the Trustee pursuant to Section
1904, the Guarantors shall file with the Trustee and the Commission, and transmit to
Holders of Outstanding Securities of each series to which this Article NINETEEN has
been made applicable, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto; provided that any such
information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, shall be
filed with the Trustee within 15 days after the same is so required to be filed with
the Commission.




          SECTION 1904 Statement by Officer as to Default.




          Each Guarantor shall, so long as any Securities of a series to which this
Article NINETEEN has been made applicable are Outstanding, deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company beginning in 2002,
a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of such
Guarantor’s compliance with all conditions and covenants under this Indenture. For
purposes of this Section 1904, such compliance shall be determined without regard to
any period of grace or requirement of notice under this Indenture. Such certificate
shall comply with Section 314(a)(4) of the Trust Indenture Act.




          SECTION 1905 Limitations on Merger and Consolidation of Guarantors.





     (a) No Guarantor shall, so long as any Securities to which this Article
NINETEEN has been made applicable are Outstanding, consolidate with or merge
into any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any other Person, unless:




     (1) The Person formed by such consolidation or into which such
Guarantor is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of such
Guarantor substantially as an entirety shall be an exempted company,
corporation, partnership, limited liability company or trust and
shall expressly assume, by an indenture supplemental



8









 






hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the obligations of such Guarantor
hereunder;




     (2) immediately after giving effect to such transaction, no
Event of Default, and no event which, after notice or lapse of time
or both, would become an Event of Default, shall have occurred and
be continuing; and




     (3) such Guarantor has delivered to the Trustee an officers’
certificate of such Guarantor and an Opinion of Counsel, each
stating that such consolidation, merger, conveyance, transfer or
lease and such supplemental indenture comply with this Section
1905(a) and that all conditions precedent herein provided for
relating to such transaction have been complied with.




     (b) Upon any consolidation of a Guarantor with, or merger of a
Guarantor into, any other Person or any conveyance, transfer or lease of the
properties and assets of a Guarantor substantially as an entirety to any
other Person in accordance with Section 1905(a), the successor Person formed
by such consolidation or into which such Guarantor is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, such Guarantor
under this Indenture with the same effect as if such successor Person had
been named as a Guarantor herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and such Securities and coupons and may
liquidate and dissolve.”



ARTICLE TWO




SECURITIES TO WHICH ARTICLE ONE APPLICABLE




     SECTION 201 Securities to which Article One Applicable.


The Company and the Guarantors hereby agree in accordance with Sections 901(2), 901(3) and 901(5)
of the Indenture that the amendments to the Indenture set forth in Article ONE of this Fifth
Supplemental Indenture are hereby made applicable to the 65/8% Notes, and only to the Securities of
this specified series.




ARTICLE THREE




MISCELLANEOUS PROVISIONS




     SECTION 301 Integral Part.


This Fifth Supplemental Indenture constitutes an integral part of the Indenture to the extent
provided in Section 201 hereof.




9









 








     SECTION 302 General Definitions.


For all purposes of this Fifth Supplemental Indenture, capitalized terms used herein without
definition shall have the meanings specified in the Indenture.




     SECTION 303 Adoption, Ratification and Confirmation.


The Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all respects
hereby adopted, ratified and confirmed, and this Fifth Supplemental Indenture shall be deemed part
of the Indenture in the manner and to the extent herein and therein provided. The provisions of
this Fifth Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of
the Indenture to the extent the Indenture is inconsistent herewith.




     SECTION 304 Trust Indenture Act Controls.


If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
operation of TIA § 318(c), the imposed duties shall control.




     SECTION 305 Governing Law.


THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.




     SECTION 306 Severability.


In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall, to the
fullest extent permitted by applicable law, not in any way be affected or impaired thereby.




     SECTION 307 Counterpart Originals.


The parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement.




     SECTION 308 Successors.


All agreements of the Company or any Guarantor in this Fifth Supplemental Indenture shall bind its
successors. All agreements of the Trustee in this Fifth Supplemental Indenture shall bind its
successors.




     SECTION 309 Table of Contents and Headings.


The table of contents and headings of the Articles and Sections of this Fifth Supplemental
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions hereof.




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     SECTION 310 Benefit of Fifth Supplemental Indenture.


Nothing in this Fifth Supplemental Indenture, express or implied, shall give to any Person, other
than the parties hereto, any Security Registrar, any Paying Agent and their successors hereunder,
and the Holders of Securities of any series to which the amendments of the Indenture set forth in
Article ONE hereof have been made applicable, any benefit or any legal or equitable right, remedy
or claim under this Fifth Supplemental Indenture.




     SECTION 311 Acceptance by Trustee.


The Trustee accepts the amendments to the Indenture effected by this Fifth Supplemental Indenture
and agrees to execute the trusts created by the Indenture as hereby amended, but only upon the
terms and conditions set forth in this Fifth Supplemental Indenture and the Indenture. Without
limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness
of the recitals contained herein, which shall be taken as the statements of the Company and the
Guarantors, and, except as provided in the Indenture, the Trustee shall not be responsible or
accountable in any way whatsoever for or with respect to the validity or execution or sufficiency
of this Fifth Supplemental Indenture, and the Trustee makes no representation with respect thereto.




[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be
duly executed as of the day and year first written above.



	 	 	 	 	 
	 	WEATHERFORD INTERNATIONAL, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Burt M. Martin
 	 
	 	 	Name:  	Burt M. Martin 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	WEATHERFORD INTERNATIONAL LTD.,

a Bermuda exempted company

 	 
	 	By:  	/s/ Burt M. Martin
 	 
	 	 	Name:  	Burt M. Martin 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	WEATHERFORD INTERNATIONAL LTD.,

a Swiss corporation

 	 
	 	By:  	/s/ Burt M. Martin
 	 
	 	 	Name:  	Burt M. Martin 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
 as Trustee

 	 
	 	By:  	/s/
Mauri J. Cowen	 
	 	 	Name:  	Mauri J. Cowen	 
	 	 	Title:  	Vice President	 
	 




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