remain in full force and effect.
[Signature pages follow]
2
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date set
forth above.
WEATHERFORD INTERNATIONAL PLC
By: /s/ Christoph Bausch
Name:
Christoph Bausch
Title: Executive Vice President & Chief Financial Officer
WEATHERFORD INTERNATIONAL LTD.
By: /s/ Christoph Bausch
Name: Christoph Bausch
Title: President & Chief Financial Officer
WEATHERFORD INTERNATIONAL, LLC
By: /s/ Christoph Bausch
Name:
Christoph Bausch
Title: Authorized Governing Person
[Signature Page to Third Amendment to Restructuring Support Agreement]
[CONSENTING NOTEHOLDER SIGNATURES]
[Signature Page to Third Amendment to Restructuring Support Agreement]
Exhibit A to the Restructuring Support Agreement
Term Sheet
[See Attached]
WEATHERFORD INTERNATIONAL PLC
AMENDED AND RESTATED RESTRUCTURING TERM SHEET
September 9, 2019
This term sheet (thIS "term sheet") DESCRIBES the material terms of PROPOSED
RESTRUCTURING AND RECAPITALIZATION TRANSACTIONS (collectively, the
"restructuring") PURSUANT TO WHICH WEATHERFORD INTERNATIONAL PLC (THE "COMPANY")
AND CERTAIN OF ITS DIRECT AND INDIRECT SUBSIDIARIES (TOGETHER WITH THE COMPANY,
the "Weatherford ENTITIES") WILL RESTRUCTURE THEIR CAPITAL STRUCTURE THROUGH A
VOLUNTARY plan of reorganization (the "Chapter 11 Plan") filed in connection
with VOLUNTARY cases (thE "CHAPTER 11 CASES") COMMENCED BY (i) WEATHERFORD
INTERNATIONAL PLC, (ii) WEATHERFORD International Ltd., and (iii) WEATHERFORD
International, LLC (SUCH WEATHERFORD ENTITIES THAT FILE CHAPTER 11 CASES, THE
"DEBTORS") UNDER CHAPTER 11 OF TITLE 11 OF THE UNITED STATES CODE
(THE "BANKRUPTCY CODE") in THE united states bankruptcy court for THE SOUTHERN
DISTRICT OF TEXAS, HOUSTON DIVISION (the "Bankruptcy Court"), AN EXAMINERSHIP
PROCEEDING TO BE COMMENCED BY WEATHERFORD INTERNATIONAL PLC UNDER THE LAWS OF
IRELAND (the "examinership proceeding"), AND PROVISIONAL LIQUIDATION PROCEEDINGS
PURSUANT TO SECTIONS 161 and 170 OF THE COMPANIES ACT 1981 of BERMUDA (the
"BERMUDA PROCEEDINGS") BY PRESEnting "winding up" petitions to the Supreme Court
of Bermuda.
This Term Sheet does not include a description of all of the terms, conditions,
and other provisions that are to be contained in the Chapter 11 Plan and other
definitive documentation governing the Restructuring. SUCH Definitive Documents
shall satisfy the requirements of all applicable securities laws, the Bankruptcy
Code, and this Term Sheet.
THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH
RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO
ANY PLAN, IT BEING UNDERSTOOD THAT SUCH SOLICITATION, IF ANY, ONLY WILL BE MADE
IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY AND/OR OTHER
APPLICABLE LAWS. NOTHING IN THIS TERM SHEET SHALL CONSTITUTE OR BE CONSTRUED AS
AN ADMISSION OF ANY FACT OR LIABILITY, A STIPULATION OR A WAIVER, AND EACH
STATEMENT CONTAINED HEREIN IS MADE WITHOUT PREJUDICE, WITH A FULL RESERVATION OF
ALL RIGHTS, REMEDIES, CLAIMS, AND DEFENSES OF EACH PARTY HERETO.
6
Overview Restructuring Summary The Weatherford Entities, certain Noteholders (as
defined below) (such holders, the "Consenting Noteholders"), and certain
Existing Equityholders (as defined below) (such holders, the "Consenting
Equityholders") have agreed to support the Restructuring.
As described in
greater detail herein, the Consenting Noteholders agree to exchange their
Unsecured Notes (as defined below) through the Chapter