Weatherford International Ltd./Switzerland (WFT) 8-K

Transcription

1 Weatherford International Ltd./Switzerland (WFT) 8-K Current report filing Filed on 10/19/2010 Filed Period 10/15/2010

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2010 WEATHERFORD INTERNATIONAL LTD. (Exact name of registrant as specified in its charter) Switzerland (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 4-6 Rue Jean-Francois Bartholoni, 1204 Geneva, Switzerland Not Applicable (Address of Principal Executive Offices) (Zip Code) Telephone number, area code: Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item Entry into a Material Definitive Agreement. Item Termination of a Material Definitive Agreement. Item Creation of a Direct Financial Obligation. On October 15, 2010, the Company entered into a $1.75 billion unsecured revolving credit agreement (the "Credit Agreement") with Weatherford Bermuda, Weatherford Liquidity Management Hungary Limited Liability Company, a Hungarian limited liability company and subsidiary of Weatherford Bermuda ("HOC"), Weatherford Capital Management Services Limited Liability Company, a Hungarian limited liability company and subsidiary of Weatherford Bermuda ("WCMS" and, together with Weatherford Bermuda and HOC, the "Borrowers"), the lenders, swingline lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Company and Weatherford Delaware are guarantors thereunder. The Credit Agreement replaced two of our existing credit facilities, which had an aggregate commitment of US$1.75 billion and were scheduled to mature in May Those agreements were terminated by the Company without penalty on the effectiveness the Credit Agreement. The Credit Agreement has a scheduled maturity date of October 15, 2013, subject to extension. The Credit Agreement includes a US$1.75 billion revolving credit facility, including a US$1.0 billion letter of credit sub-facility, a provision for swingline loans and various sub-facilities for loans in certain non-u.s. currencies. The Credit Agreement contains representations, warranties, covenants and events of default that are customary for investment grade, senior unsecured commercial bank credit agreements, including a financial covenant for the maintenance of a total debt-to- capitalization ratio of 60% and limitations on indebtedness of our subsidiaries other than the Borrowers and Weatherford Delaware. Indebtedness under the Credit Agreement bears interest at rates ranging from the alternate base rate plus a margin of between 0.10% and 1.40% or LIBOR plus a margin of between 1.10% and 2.40%, depending on the type of borrowing requested by the Borrowers and the credit rating of Weatherford Bermuda's outstanding senior, unsecured, long-term indebtedness for borrowed money (without credit enhancement). The Credit Agreement also provides for customary fees, including arranger fees, administrative agent fees, upfront fees, participation fees, a facility fee and other fees. We are in compliance with the financial covenants in our Credit Agreement. This summary of the Credit Agreement does not describe all of the terms of the Credit Agreement and is qualified by reference to the Credit Agreement, a copy of which is attached to this filing and is incorporated by reference. There are representations and warranties contained in the Credit Agreement that were made by the parties to each other as of specific dates. The assertions embodied in the representations and warranties were made solely for purposes of the Credit Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the transaction documents' terms. Moreover, certain of these representations and warranties may not be accurate and complete as of any specified date Page 2

4 because (i) they may be subject to contractual standards of materiality that differ from standards generally applicable to investors, or (ii) they may have been used to allocate risk among the parties rather than to establish matters as facts. Based on the foregoing you should not rely on the representations and warranties included in the Credit Agreement as statements of factual information, whether about Weatherford Switzerland or any of its subsidiaries, any other persons, any state of affairs or otherwise. Item Results of Operations and Financial Condition On October 18, 2010, we issued a news release announcing results for the quarter ended September 30, A copy of the press release is attached as Exhibit On October 19, 2010, following the news release and the filing of this Current Report on Form 8-K, we will hold a conference call at 9:00 a.m. eastern, 8:00 a.m. central, regarding the quarterly results. This scheduled conference call was previously announced on August 3, 2010 and will be available via real-time webcast. To access the call please contact the conference call operator at , or for international calls, approximately 10 minutes prior to the scheduled start time, and ask for the Weatherford conference call. The passcode is "Weatherford". A replay will be available until 5:00 p.m. central, October 29, The number for the replay is , or for international calls; passcode An enhanced webcast of the conference call and replay will be provided by Thomson Reuters and will be available through Weatherford's web site at To access the conference call and replay, click on the Investor Relations link and then click on the Enhanced Audio Webcast link. Item Regulation FD Disclosure On October 18, 2010, we issued a news release announcing results for the quarter ended September 30, 2010, and our application to have our shares listed on the SIX Swiss Stock Exchange. A copy of the press release is attached as Exhibit Item Financial Statements and Exhibits (d) Exhibits 10.1 Credit Agreement, dated October 15, Press release dated October 18, 2010 announcing results for the quarter ended September 30, 2010 Page 3

5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WEATHERFORD INTERNATIONAL LTD. Dated: October 18, 2010 /s/ Andrew P. Becnel Andrew P. Becnel Senior Vice President and Chief Financial Officer Page 4

6 INDEX TO EXHIBIT Number Exhibit 10.1 Credit Agreement, dated October 15, Press release dated October 18, 2010 announcing earnings for the quarter ended September 30, Page 5

7 EXECUTION COPY Credit Agreement Dated as of October 15, 2010 among Weatherford International Ltd., a Bermuda exempted company, and The Other Borrowers Party Hereto, as Borrowers, Weatherford International Ltd., a Swiss joint stock corporation, The Lenders Party Hereto, The Issuing Banks Named Herein, Wells Fargo Bank, National Association, as a Swingline Lender, and JPMorgan Chase Bank, N.A., as Administrative Agent and a Swingline Lender J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Credit Agricole Corporate and Investment Bank, RBS Securities Inc. and Wells Fargo Securities, LLC, as Joint Bookrunners And Joint Lead Arrangers Deutsche Bank Securities Inc. and Credit Agricole Corporate and Investment Bank, as Co-Syndication Agents, RBS Securities Inc. and Wells Fargo Bank, National Association, as Co-Documentation Agents

8 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; ACCOUNTING TERMS; INTERPRETATION SECTION Definitions 1 SECTION Types of Borrowings 27 SECTION Accounting Terms; Changes in GAAP 27 SECTION Interpretation 27 ARTICLE II Commitments; Loans SECTION Revolving Credit Loans 29 SECTION Requests for Borrowings of Revolving Credit Loans 30 SECTION Swingline Loans 31 SECTION Funding of Borrowings 34 SECTION Interest Elections 35 SECTION Termination and Reduction of Commitments 36 SECTION Repayment of Loans; Evidence of Debt 37 SECTION Prepayment of Loans 38 SECTION Fees 39 SECTION Interest 41 SECTION Alternate Rate of Interest 42 SECTION Increased Costs 42 SECTION Break Funding Payments 44 SECTION Agreement to Defer Exercise of Right of Contribution, Etc. 44 SECTION Increase in Commitments 45 SECTION Determination of Exchange Rates; Prepayment of Loans as a Result of Currency Fluctuations 48 SECTION Defaulting Lenders 49 SECTION Extension of Maturity Date 51 ARTICLE III LETTERS OF CREDIT SECTION Letters of Credit 52 ARTICLE IV PAYMENTS; PRO RATA TREATMENT; TAXES SECTION Payments Generally; Pro Rata Treatment; Sharing of Set-offs 58 SECTION Taxes 60 SECTION Mitigation Obligations; Replacement of Lenders 63 -i-

9 Page ARTICLE V CONDITIONS PRECEDENT SECTION Conditions Precedent to the Effective Date 64 SECTION Conditions Precedent to All Credit Events 66 ARTICLE VI REPRESENTATIONS AND WARRANTIES SECTION Organization and Qualification 67 SECTION Authorization, Validity, Etc. 67 SECTION Governmental Consents, Etc. 67 SECTION No Breach or Violation of Law or Agreements 67 SECTION Litigation 68 SECTION Information; No Material Adverse Change 68 SECTION Investment Company Act; Margin Regulations 68 SECTION ERISA 69 SECTION Tax Returns and Payments 69 SECTION Requirements of Law 69 SECTION No Default 69 ARTICLE VII AFFIRMATIVE COVENANTS SECTION Information Covenants 70 SECTION Books, Records and Inspections 72 SECTION Insurance 72 SECTION Payment of Taxes and other Claims 72 SECTION Existence 72 SECTION ERISA Compliance 72 ARTICLE VIII NEGATIVE COVENANTS SECTION Material Change in Business 73 SECTION Consolidation, Merger, or Sale of Assets, Etc. 73 SECTION Liens 75 SECTION Indebtedness 76 SECTION Ownership of WII 76 SECTION Financial Covenant 76 SECTION Limitation on Transactions with Affiliates 76 SECTION Restrictions on Dividends by Material Subsidiaries 76 SECTION Use of Proceeds 77 -ii-

10 Page ARTICLE IX EVENTS OF DEFAULT AND REMEDIES SECTION Events of Default and Remedies 77 SECTION Right of Setoff 81 SECTION Other Remedies 81 SECTION Application of Moneys During Continuation of Event of Default 81 ARTICLE X ADMINISTRATIVE AGENT ARTICLE XI MISCELLANEOUS SECTION Waiver; Amendments; Joinder; Removal of Certain Borrowers; Release of Guarantors 85 SECTION Notices 87 SECTION Expenses, Etc. 90 SECTION Indemnity 91 SECTION Successors and Assigns 92 SECTION Confidentiality 96 SECTION Survival 96 SECTION Governing Law 97 SECTION Independence of Covenants 97 SECTION Counterparts; Integration; Effectiveness 97 SECTION Severability 97 SECTION Conflicts Between This Agreement and the Other Loan Documents 97 SECTION Headings 97 SECTION Limitation of Interest 98 SECTION Submission to Jurisdiction; Consent to Service of Process 98 SECTION Waiver of Jury Trial 99 SECTION Judgment Currency 100 SECTION USA PATRIOT Act 100 SECTION Payments Set Aside 100 -iii-

11 EXHIBITS EXHIBIT A Form of Assignment and Assumption EXHIBIT B-1 Form of Borrowing Request EXHIBIT B-2 Form of Swingline Borrowing Request EXHIBIT C Form of Interest Election Request EXHIBIT D-1 Form of Revolving Credit Note EXHIBIT D-2 Form of Swingline Note EXHIBIT E Form of Notice of Commitment Increase EXHIBIT F Form of Letter of Credit Request EXHIBIT G Form of Compliance Certificate EXHIBIT H Form of Joinder Agreement SCHEDULES SCHEDULE 1.01A Existing Letters of Credit SCHEDULE 1.01B LC Commitments SCHEDULE 2.01 Commitments SCHEDULE 7.01 Disclosed Matters -iv-

12 Credit Agreement THIS CREDIT AGREEMENT, dated as of October 15, 2010, is 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"), the lenders from time to time party hereto, initially consisting of those listed on Schedule 2.01 (the "Lenders"), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as a Swingline Lender, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Swingline Lender, the Issuing Banks from time to time party hereto, DEUTSCHE BANK SECURITIES INC. and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Co-Syndication Agents, and RBS SECURITIES INC. and WELLS FARGO SECURITIES, LLC, as Co-Documentation Agents. NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS; ACCOUNTING TERMS; INTERPRETATION SECTION Definitions. As used in this Agreement the following terms shall have the following meanings: "ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. "Additional Lender" has the meaning specified in Section 2.15(a). "Adjusted LIBO Rate" means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. "Administrative Agent" means JPMorgan Chase Bank, N.A. in its capacity as administrative agent for the Lenders and any successor in such capacity pursuant to Article X. "Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent. "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under direct or indirect common control with, such Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling" and "controlled"), when used with respect to any Person, means the power to 1

13 direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. "Agreed Swingline Rate" has the meaning specified in Section 2.03(a). "Agreement" means this Credit Agreement, as it may from time to time be amended, modified, restated or supplemented. "Aggregate Commitments" means, at any time, the sum of the Commitments of all Lenders at such time. The amount of the Aggregate Commitments as of the Effective Date is $1,750,000,000. "Alternate Base Rate" means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1 /2 of 1.000% and (c) the LIBO Rate for a one-month Interest Period on such day plus 1.000%; provided that, for purposes of this definition, the LIBO Rate for any day shall be based on the applicable British Bankers' Association London interbank offered rate for deposits in Dollars as reported by any generally recognized financial information service at approximately 11:00 a.m., London time, on such day (or if such day is not a Business Day, the immediately preceding Business Day). If the Administrative Agent shall have determined (which determination shall be presumed correct absent manifest error) that it is in good faith unable to ascertain the Federal Funds Effective Rate for any reason, including the inability of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate, respectively. "Alternative Currency" shall mean, with respect to any Letter of Credit, any freely transferable currency (other than Dollars or any Optional Currency) in which such Letter of Credit shall be denominated, as requested by any Borrower and agreed to by the applicable Issuing Bank, with prior written consent of the Administrative Agent. "Applicable Margin" means, for any day, (a) with respect to ABR Revolving Credit Loans, the per annum rate of interest set forth in the definition of the term "Applicable Rate" under the heading "ABR Margin" and (b) with respect to Eurocurrency Revolving Credit Loans, the per annum rate of interest set forth in the definition of the term "Applicable Rate" under the heading "LIBOR Margin", in each case based upon the ratings by S&P and Moody's, respectively, applicable on such date to the Index Debt. "Applicable Percentage" means, with respect to any Lender, the percentage (carried out to the twelfth decimal place) of the Aggregate Commitments represented by such Lender's Commitment; provided that, at any time that a Defaulting Lender shall exist, "Applicable Percentage" shall mean the percentage of the Aggregate Commitments (disregarding any Defaulting Lender's Commitment at such time) represented by such Lender's Commitment. If all of the Commitments have terminated or expired, the Applicable Percentages shall be 2

14 determined based upon the Commitments most recently in effect, giving effect to any assignments permitted hereunder and to any Lender's status as a Defaulting Lender at the time of determination. The initial Applicable Percentage of each Lender is set forth opposite such Lender's name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. "Applicable Rate" means, for any day, with respect to the facility fees payable hereunder or with respect to any Eurocurrency Revolving Credit Loan or ABR Revolving Credit Loan, as the case may be, the applicable rate per annum set forth below under the captions "Facility Fee Rate", "LIBOR Margin" or "ABR Margin", as the case may be, based upon the ratings by S&P and Moody's, respectively, applicable on such date to the Index Debt: Index Debt Ratings Facility LIBOR ABR (S&P/Moody's): Fee Rate Margin Margin Performance Level I A/A2 or above 0.150% 1.100% 0.100% Performance Level II A-/A % 1.325% 0.325% Performance Level III BBB+/Baa % 1.550% 0.550% Performance Level IV BBB/Baa % 1.650% 0.650% Performance Level V BBB-/Baa % 2.050% 1.050% Performance Level VI Below BBB-/Baa % 2.400% 1.400% For purposes of the foregoing, (i) if either S&P or Moody's shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the next succeeding paragraph of this definition), then such rating agency shall be deemed to have established a rating in the same Performance Level as the rating agency that has in effect a rating for the Index Debt; (ii) if the ratings established or deemed to have been established by S&P and Moody's for the Index Debt shall fall within different Performance Levels, the Applicable Rate shall be based on the higher of the two ratings unless one of the two ratings is two or more Performance Levels lower than the other, in which case the Applicable Rate shall be determined by reference to the Performance Level one rating lower than the higher of the two ratings; (iii) if either S&P or Moody's shall have issued at any one time more than one rating of the Index Debt, the lowest such rating issued by such rating agency shall apply; and (iv) if the ratings established or deemed to have been established by S&P and Moody's for the Index Debt shall be changed (other than as a result of a change in the rating system of S&P or Moody's), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when or whether notice of such change shall have been furnished by any Borrower to the Administrative Agent and the Lenders. Each change in the Applicable Rate 3

15 shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of S&P or Moody's shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrowers and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the applicable Facility Fee, LIBOR Margin and ABR Margin shall be determined by reference to the rating most recently in effect prior to such change or cessation. If WIL shall at any time fail to have in effect a rating for the Index Debt, WIL shall seek and obtain, within thirty (30) days after such rating first ceases to be in effect, a corporate credit rating or a bank loan rating from S&P and/or Moody's (or, if neither S&P nor Moody's issues such types of ratings or ratings comparable thereto, from another nationally recognized rating agency approved by each of WIL and the Administrative Agent in its reasonable discretion), and from and after the date on which such corporate credit rating or bank loan rating is obtained until such time (if any) that a rating for the Index Debt becomes effective again, the Applicable Rate shall be based on such corporate credit or bank loan rating or ratings in the same manner as provided herein with respect to the ratings for the Index Debt (with Performance Level VI being the Applicable Rate in effect from the time the ratings for the Index Debt cease to be in effect until the earlier of (x) the date on which any such corporate credit rating or bank loan rating is obtained and (y) the date on which a rating for the Index Debt becomes effective again). "Approved Fund" has the meaning specified in Section "Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.05) and accepted by the Administrative Agent, in the form of Exhibit A. "Assurance" means, as to any Person, any guaranty or other contingent liability of such Person (other than any endorsement for collection or deposit in the ordinary course of business) or obligations as an account party in respect of letters of credit, direct or indirect, with respect to any obligation of another Person, through an agreement or otherwise, including (a) any other endorsement or discount with recourse or undertaking substantially equivalent to or having economic effect similar to a guarantee in respect of any such obligation and (b) any agreement (i) to purchase, or to advance or supply funds for the payment or purchase of, any such obligation, (ii) to purchase securities or to purchase, sell or lease property (whether as lessee or lessor), products, materials or supplies, or transportation or services, in respect of enabling such other Person to pay any such obligation or to assure the owner thereof against loss regardless of the delivery or non-delivery of the securities, property, products, materials or supplies, or transportation or services or (iii) to make any loan, advance or capital contribution to or other investment in, or to otherwise provide funds to or for, such other Person in respect of enabling such Person to satisfy any obligation (including any liability for a dividend, stock liquidation payment or expense) or to assure a minimum equity, working capital or other balance sheet condition in respect of any such obligation. The amount of any Assurance shall be an amount equal to the lesser of the stated or determinable amount of the primary obligation in respect of which such Assurance is made or, if not stated or determinable, the maximum reasonably 4

16 anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. "Australian Dollar Sublimit" means, at any time, an amount equal to $100,000,000. "Australian Dollars" means the lawful currency of Australia. "Availability Period" means the period from the Effective Date to the earlier of the Maturity Date and the date of termination of all of the Commitments. "Bankruptcy Event" means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent or any Obligor Party, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. "Board" means the Board of Governors of the Federal Reserve System of the United States (or any successor). "Board of Directors" means, with respect to any Person, the board of directors (or other governing body) of such Person (or of its (managing) general partner or managing member, as the case may be), or any committee thereof duly authorized to act on behalf of such board of directors (or other governing body). "Borrowers" means, collectively, WIL, HOC, WCMS and any other Persons from time to time becoming Borrowers hereunder pursuant to Section 11.01(c), but excluding any Persons who from time to time cease to be Borrowers hereunder pursuant to Section 11.01(d). "Borrowing" means (a) Revolving Credit Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Revolving Credit Loans, denominated in a single Currency and as to which a single Interest Period is in effect or (b) a Swingline Borrowing. "Borrowing Request" means a request by a Borrower for a Borrowing of Revolving Credit Loans in accordance with Section 2.02, which, if in writing, shall be substantially in the form of Exhibit B-1. "Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that (a) when used in connection with a Eurocurrency Loan, the term "Business Day" 5

17 shall also exclude any day on which banks are not open for dealings in Dollar deposits or deposits in any Optional Currency, as applicable, in the London interbank market and (b) when used in connection with a Loan denominated in Euro, the term "Business Day" shall also exclude any day on which the Trans- European Automated Real-time Gross Settlement Express Transfer ("TARGET") payment system is not open for the settlement of payments in Euro. "Canadian Dollar Sublimit" means, at any time, an amount equal to $200,000,000. "Canadian Dollars" means the lawful currency of Canada. "Capital Lease" means, as to any Person, any lease in respect of which the rental obligation of such Person constitutes a Capitalized Lease Obligation. "Capital Stock" means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents (however designated) of such Person's equity, including all common stock and preferred stock, common shares and preference shares, any limited or general partnership interests and any limited liability company membership interests. "Capitalized Lease Obligation" means, with respect to any Person, the obligation of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property that is required to be classified and accounted for as a capital lease obligation on a balance sheet of such Person under GAAP and, for purposes of this Agreement, the amount of such obligation at any date shall be the capitalized amount thereof at such date, determined in accordance with GAAP. "Cash Collateralization Date" has the meaning specified in Section 3.01(j)(ii). "Change in Law" means (a) the adoption of any law, rule or regulation, in each case, by any Governmental Authority after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof, in each case, by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender's or such Issuing Bank's holding company, if any) with any request, guideline or directive (whether or not having the force of law), in each case, of any Governmental Authority made or issued after the date of this Agreement; provided, however, that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act (enacted July 21, 2010) and all requests, rules, guidelines or directives issued thereunder, or issued in connection therewith, in each case by a Governmental Authority and resulting in additional costs or limitations on the making, maintenance or pricing of loans or the participation in, or issuance or maintenance of, letters of credit, shall be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued by a Governmental Authority. "Change of Control" means an event or series of events by which: (a) in the case of WIL-Switzerland, (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Effective Date) or related persons constituting a "group" (as such term is used in Rule 13d-5 under the Exchange Act in effect on the Effective Date) is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, 6

18 as in effect on the Effective Date), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the Weatherford Parent Company, except as a result of a Redomestication; (ii) the shareholders of the Weatherford Parent Company approve any plan of liquidation, winding up or dissolution of the Weatherford Parent Company, except in connection with a Redomestication of the Weatherford Parent Company; (iii) the Weatherford Parent Company conveys, transfers or leases all or substantially all of its assets to any Person, except in connection with a Redomestication of the Weatherford Parent Company; or (iv) during any period of twelve consecutive months, individuals who, at the beginning of such period, constituted the Board of Directors of the Weatherford Parent Company (together with any new directors whose appointment or election by such Board of Directors or whose nomination for election by the shareholders of the Weatherford Parent Company, as applicable, was approved by a vote of not less than a majority of the directors then still in office who were either directors at the beginning of such period or whose appointment, election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Weatherford Parent Company then in office, but excluding from the foregoing clause any change in the composition or membership of the Board of Directors of the Weatherford Parent Company resulting solely from the addition thereto or removal therefrom of directors to the extent necessary for the Weatherford Parent Company to comply with the United States Sarbanes Oxley Act of 2002 or the rules and regulations of any stock exchange on which the Weatherford Parent Company's securities are listed, pursuant to the recommendation of the Weatherford Parent Company's legal counsel; or (b) in the case of any other Obligor, except in a transaction permitted by Section 8.02, the Weatherford Parent Company ceases to own, after giving effect to such event or series of events, directly or indirectly, 100% of the issued and outstanding Capital Stock of each class of such Obligor. "Change of Control Event" means (a) the execution of any definitive agreement which when fully performed by the parties thereto, would result in a Change of Control; or (b) the commencement of a tender offer pursuant to Section 14(d) of the Exchange Act that would result in a Change of Control if completed. "Charges" has the meaning specified in Section "Code" means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. "Commitment" means, with respect to each Lender, the commitment of such Lender to (a) make Loans, (b) acquire participations in Letters of Credit hereunder and (c) acquire participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable, as such amount may be (i) reduced from time to time pursuant to Section 2.06, (ii) increased from time to time pursuant to Section 2.15 and (iii) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 4.03 or Section "Commitment Increase" has the meaning specified in Section 2.15(a). 7

19 "Commitment Increase Agreement" means a Commitment Increase Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers, among the Borrowers, WIL-Switzerland, the Administrative Agent, the Issuing Banks and one or more Additional Lenders and/or Increasing Lenders. "Commitment Increase Effective Date" has the meaning specified in Section 2.15(d). "Commitment Increase Rejection Notice" has the meaning specified in Section 2.15(b). "Consolidated Indebtedness" means, for any Person, at the date of any determination thereof, Indebtedness of such Person and its Consolidated Subsidiaries (other than Interest Rate Risk Indebtedness, Derivatives Obligations, and contingent obligations in respect of letters of credit), determined on a consolidated basis in accordance with GAAP. "Consolidated Subsidiary" of any Person means any Subsidiary of such Person whose financial condition and results of operations are required in accordance with GAAP to be shown on a consolidated basis with the financial condition and results of operations of such Person. Unless the context otherwise clearly requires, references in this Agreement to a "Consolidated Subsidiary" or the "Consolidated Subsidiaries" refer to a Consolidated Subsidiary or the Consolidated Subsidiaries of WIL-Switzerland. "Credit Agricole" means Credit Agricole Corporate and Investment Bank and its successors. "Credit Event" means the making of any Loan or the issuance of any Letter of Credit pursuant hereto. "Credit Party" means the Administrative Agent, any Issuing Bank, any Swingline Lender or any other Lender. "Currency" means Dollars or any Optional Currency. "Default" means the occurrence of any event which with the giving of notice or the passage of time or both would become an Event of Default. "Defaulting Lender" means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender's good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified any Obligor Party or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender's good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days 8

20 after request by any Obligor Party or any Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Obligor Party's or Credit Party's receipt of such certification in form and substance satisfactory to such Obligor Party or such Credit Party, as applicable, and the Administrative Agent, or (d) has become, or whose Parent has become, the subject of a Bankruptcy Event. "Derivatives Obligations" means, as to any Person, all obligations of such Person in respect of any swap transaction, forward rate transaction, commodity swap, commodity option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions, entered into in the ordinary course of business of such Person for the purpose of hedging and not for speculative purposes. "Deutsche Bank" means Deutsche Bank AG New York Branch and its successors. "Dollar Equivalent" means, on any date of determination, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in an Optional Currency, the equivalent in Dollars of such amount determined by the Administrative Agent in accordance with normal banking industry practice using the Exchange Rate on such date of determination. In making any determination of the Dollar Equivalent (for purposes of calculating the amount of Revolving Credit Loans to be borrowed from the respective Lenders on any date or for any other purpose), the Administrative Agent shall use the relevant Exchange Rate in effect on the date on which any Borrower delivers a Borrowing Request for Revolving Credit Loans or on such other date on which a Dollar Equivalent is required to be determined pursuant to the provisions of this Agreement. As appropriate, amounts specified herein as amounts in Dollars shall be or include any relevant Dollar Equivalent amount. "Dollars", "dollars" and "$" means the lawful currency of the United States of America. "Effective Date" means the date on which each party hereto has executed and delivered this Agreement and the other conditions set forth in Section 5.01 are first satisfied or waived. "ERISA" means the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules, regulations, rulings and interpretations adopted by the U.S. Department of Labor thereunder. "ERISA Affiliate" means (a) each member of a controlled group of corporations and each trade or business (whether or not incorporated) under common control which, together with WIL-Switzerland, would be treated as a single employer at any time within the preceding six years under Section 414 of the Code and (b) any Subsidiary of any of the Obligors. "Euro" means the lawful currency of the member states of the European Union which adopted the Council Regulation E.C. No. 1103/97 dated June 17, 1997, passed by the Council of 9

21 the European Union, or, if different, the then lawful currency of the member states of the European Union that participate in the third stage of the Economic and Monetary Union. "Euro Sublimit" means, at any time, an amount equal to $400,000,000. "Eurocurrency", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. "Eurocurrency Borrowing Minimum" means, as of any date of determination, (a) in the case of a Eurocurrency Borrowing denominated in Dollars, $2,000,000, and (b) in the case of a Eurocurrency Borrowing denominated in any Optional Currency, the amount of such Optional Currency that on such date of determination has a Dollar Equivalent approximately equal to $2,000,000. "Eurocurrency Borrowing Multiple" means, as of any date of determination, (a) in the case of a Eurocurrency Borrowing denominated in Dollars, $1,000,000, and (b) in the case of a Eurocurrency Borrowing denominated in any Optional Currency, the amount of such Optional Currency that on such date of determination has a Dollar Equivalent approximately equal to $1,000,000. "Event of Default" shall have the meaning specified in Section "Exchange Act" means the United States Securities Exchange Act of 1934, as amended. "Exchange Rate" shall mean, with respect to any Optional Currency on a particular date, the rate at which such Optional Currency may be exchanged into Dollars, as set forth at 11:00 a.m., London time, on such date on the applicable Reuters currency page with respect to such Optional Currency. If such rate does not appear on the applicable Reuters currency page, the Exchange Rate with respect to such Optional Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrowers or, in the absence of such agreement, such Exchange Rate shall instead be the spot rate of exchange of the Administrative Agent in the London Interbank market or other market where its foreign currency exchange operations in respect of such Optional Currency are then being conducted, at or about 11:00 a.m., London time, at such date for the purchase of Dollars with such Optional Currency, for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error; and provided, further, that in connection with any determination of such rate, upon the written request of any Borrower, the Administrative Agent shall notify such Borrower of the sources used to determine such rate. "Excluded Taxes" means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Borrower or Guarantor under any Loan Document, (a) any taxes imposed on (or measured by reference to, in whole or in part) its income, profits, capital or net worth (but excluding withholding Taxes for purposes of this subsection (a) only) by the United States of 10

22 America, or by the jurisdiction under the laws of which such recipient is organized or resident or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which a Borrower, the Administrative Agent, any Lender, any Issuing Bank or any other such recipient is located or otherwise conducting business activity, (c) in the case of a Lender (other than an assignee pursuant to an assignment required by WIL under Section 4.03(b)), any withholding tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office) or would have been so imposed if a Borrower were a United States corporation, or is attributable to such Lender's failure to comply with Section 4.02(c) or 4.02(e), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from such Borrower with respect to such withholding tax pursuant to Section 4.02(a), (d) in the case of any Lender that becomes a party to this Agreement after the date hereof (or designates a new lending office after the date hereof) without the prior written consent of WIL to the extent required by Section (other than (i) a Lender that becomes a party to this Agreement or designates a new lending office when an Event of Default has occurred and is continuing, (ii) a Lender that designates a new lending office after the date hereof pursuant to Section 4.03(a), (iii) an assignee pursuant to an assignment by a Lender under Section 4.03(a), (iv) an assignee pursuant to an assignment required by WIL under Section 4.03(b) and (v) a Lender that becomes party to this Agreement as a result of an assignment by a Lender or a Lender that designates a new lending office, if such assignment or designation is necessary for the applicable Lender to make a Revolving Credit Loan denominated in any Optional Currency upon the request of a Borrower for Revolving Credit Loans in such Optional Currency pursuant to Section 2.02), any withholding tax that is imposed on amounts payable to such Lender pursuant to any Loan Document (and including any additional withholding tax that is imposed on amounts payable to such Lender as a result of a change in treaty, law or regulation), (e) in the case of a Lender, any withholding tax imposed on amounts payable to such Lender immediately after it changes its jurisdiction of organization and/or tax residency, except to the extent payments to, or for the benefit of, such Lender were subject to a withholding tax for which an Obligor was responsible immediately prior to the Lender's change in jurisdiction and/or tax residency, and (f) any United States federal withholding Taxes imposed by FATCA. "Existing Credit Agreements" means the Existing Deutsche Bank Credit Agreement and the Existing JPMorgan Credit Agreement. "Existing Deutsche Bank Credit Agreement" means that certain Credit Agreement dated as of March 19, 2008 (as amended by that certain Omnibus Consent and Amendment to Credit Agreement dated as of January 9, 2009) among WIL, WIL-Switzerland, WII, Deutsche Bank AG, Caymans Island Branch, as administrative agent, and the other lenders party thereto. "Existing JPMorgan Credit Agreement" means that certain Second Amended and Restated Credit Agreement dated as of May 2, 2006 (as amended by that certain Omnibus Consent and Amendment to Second Amended and Restated Credit Agreement dated as of January 9, 2009) among WIL, HOC and WCMS, as borrowers, WIL-Switzerland and WII, as guarantors, JPMorgan Chase Bank, N.A., as the administrative agent, and the other lenders party thereto. 11

23 "Existing Letters of Credit" means all letters of credit issued pursuant to the Existing JPMorgan Credit Agreement that are outstanding immediately prior to the Effective Date and will remain outstanding from and after the Effective Date until their respective expiry dates. Each Existing Letter of Credit is listed in Schedule 1.01A. "Existing Maturity Date" has the meaning specified in Section 2.18(c). "Extended Expiration Letter of Credit" has the meaning specified in Section 3.01(c). "Extension Effective Date" has the meaning specified in Section 2.18(b). "Facility Fee Rate" means, for any day, the per annum rate set forth in the definition of the term "Applicable Rate" under the heading "Facility Fee", based upon the ratings by S&P and Moody's, respectively, applicable on such date to the Index Debt. "FATCA" means Sections 1471 through 1474 of the Code and any regulations or official interpretations thereof, whether issued before or after the Effective Date. "Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York on the next succeeding Business Day, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing reasonably selected by it. "Financial Standby Letter of Credit" means a standby Letter of Credit under which the beneficiary is entitled to draw thereon in the event that the account party (or the Person or Persons on whose behalf such Letter of Credit was issued) fails to perform a financial obligation. By way of example, a Financial Standby Letter of Credit includes (a) a standby Letter of Credit that secures an obligation to repay borrowed money or to pay invoices, insurance premiums or other monetary obligations, (b) a standby Letter of Credit issued to back a bank guarantee, surety bond or other similar instrument issued to secure an obligation to repay borrowed money or to pay invoices, insurance premiums or other monetary obligations and (c) each Existing Letter of Credit that is identified as a "Financial Standby Letter of Credit" on Schedule 1.01A. "Financial Standby LC Participation Fee Rate" means, for any day, a per annum rate equal to (a) for purposes of Section 2.09(b)(i), the applicable "LIBOR Margin" set forth in the definition of the term "Applicable Rate", based upon the ratings by S&P and Moody's, respectively, applicable on such date to the Index Debt, and (b) for purposes of Section 2.09(b)(ii), the sum of (i) the applicable "LIBOR Margin" set forth in the definition of the term "Applicable Rate" plus (ii) the applicable Facility Fee Rate, in each case based upon the ratings by S&P and Moody's, respectively, applicable on such date to the Index Debt. "Foreign Lender" means any Lender that is organized under the laws of a jurisdiction other than the United States of America or any State thereof. 12