SECTION 11.06
Confidentiality
149
SECTION 11.07
Survival
151
SECTION 11.08
Governing Law
151
SECTION 11.09
Independence of Covenants
151
SECTION 11.10
Counterparts; Integration; Effectiveness; Electronic Execution
151
SECTION 11.11
Severability
152
SECTION 11.12
Conflicts Between Documents
152
SECTION 11.13
Headings
152
SECTION 11.14
Limitation of Interest
152
SECTION 11.15
Submission to Jurisdiction; Consent to Service of Process
153
SECTION 11.16
Waiver of Jury Trial
154
SECTION 11.17
Judgment Currency
154
SECTION 11.18
USA Patriot Act
155
SECTION 11.19
Appointment for Perfection
155
SECTION 11.20
Payments Set Aside
155
SECTION 11.21
No Fiduciary Duty
155
SECTION 11.22
Release of Guarantors
156
SECTION 11.23
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
156
SECTION 11.24
Confirmation of Lender's Status as a Swiss Qualifying Lender
157
SECTION 11.25
Priority and Liens
157
SECTION 11.26
Certain Bankruptcy Matters
158
SECTION 11.27
Acknowledgement Regarding Any Supported QFCs
158
SECTION 11.28
CREDIT REPORTING ACT NOTICE
159
iv
EXHIBITS
EXHIBIT A
Form of Assignment and Assumption
EXHIBIT B
Form of Borrowing Request
EXHIBIT C
Form of Interest Election Request
EXHIBIT D-1
Form of Revolving Credit Note
EXHIBIT D-2
Form of Term Loan Note
EXHIBIT E
[Reserved]
EXHIBIT F
Form of Letter of Credit Request
EXHIBIT G
Form of Compliance Certificate
EXHIBIT H
[Reserved]
EXHIBIT I
Form of Assignee Certificate
EXHIBIT J
Form of Participant Certificate
SCHEDULES
SCHEDULE 1.01A
[Reserved]
SCHEDULE 1.01B
[Reserved]
SCHEDULE 1.01C
Guarantors
SCHEDULE 1.01D
Redomestication
SCHEDULE 2.01
Commitments
SCHEDULE 2.08
Specified Dispositions
SCHEDULE 5.01
Cash Collateralized LC Equivalents
SCHEDULE 5.01B
Unsecured Revolving Facility Forbearance
SCHEDULE 6.22
Subsidiaries
SCHEDULE 7.21
Post-Closing Matters
SCHEDULE 8.01
Prepetition Indebtedness
SCHEDULE 8.04
Existing Liens
SCHEDULE 8.06
Existing Investments
SCHEDULE 8.11
Existing Restrictive Agreements
v
THIS SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated
as of July 3, 2019, is among WEATHERFORD INTERNATIONAL LTD., a Bermuda exempted
company and a debtor and debtor-in-possession under Chapter 11 of Title 11 of
the United States Code (as now or hereafter in effect, or as hereafter amended,
the "Bankruptcy Code") ("WIL-Bermuda"), WEATHERFORD INTERNATIONAL plc, an Irish
public limited company and a debtor and debtor-in-possession under Chapter 11 of
the Bankruptcy Code ("WIL-Ireland"), WEATHERFORD INTERNATIONAL, LLC, a Delaware
limited liability company and a debtor and debtor-in-possession under Chapter 11
of the Bankruptcy Code ("WIL-Delaware"), the Lenders from time to time party
hereto, CITIBANK, N.A., as administrative agent and collateral agent for the
Lenders, and the Issuing Banks from time to time party hereto.
WHEREAS, on July 1, 2019 (the "Petition Date"), WIL-Bermuda, WIL-Ireland and
WIL-Delaware (each a "Debtor" and collectively, the "Debtors") filed voluntary
petitions with the Bankruptcy Court initiating their respective cases that are
pending under Chapter 11 of the Bankruptcy Code (such cases, collectively, the
"Case") and have continued in the possession of their assets and management of
their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code.
WHEREAS, the Borrowers have requested that (i) the Revolving Credit Lenders
extend credit in the form of senior secured post-petition loans and advances and
provide other financial accommodations to the