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8-K - FORM 8-K - Weatherford International Ltd./Switzerlandh83430e8vk.htm
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

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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

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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

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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