Fifth Supplemental Indenture (2009)Full Document 

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FIFTH SUPPLEMENTAL INDENTURE
among
WEATHERFORD INTERNATIONAL, INC.,
a Delaware corporation,
WEATHERFORD INTERNATIONAL LTD.,
a Bermuda exempted company,
WEATHERFORD INTERNATIONAL LTD.,
a Swiss corporation,
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
 
Dated as of
February 26, 2009
to Indenture dated as of May 17, 1996
 
 

 


 

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

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     THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of February 26, 2009, among Weatherford International, Inc., a Delaware corporation (the “Company”), Weatherford International Ltd., a Bermuda exempted company (“Weatherford Bermuda”), Weatherford International Ltd., a Swiss corporation (“Weatherford Switzerland”), and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Bank of Montreal Trust Company) (the “Trustee”).
RECITALS OF THE COMPANY
     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of May 17, 1996, as supplemented by the First Supplemental Indenture thereto, dated as of May 27, 1998, the Second Supplemental Indenture thereto, dated as of June 30, 2000 (the “Second Supplemental Indenture”), the Third Supplemental Indenture thereto, dated as of November 16, 2001 (the “Third Supplemental Indenture”), and the Fourth Supplemental Indenture thereto, dated as of June 26, 2002 (the “Fourth Supplemental Indenture”, and such indenture as so supplemented, the "Indenture”), providing for the issuance from time to time of one or more series of the Company’s Securities; and
     WHEREAS, the Company, in accordance with an Officer’s Certificate dated as of May 28, 1996, previously issued $200 million original aggregate principal amount of its 71/4% Notes due May 15, 2006, none of which notes remain outstanding as of the date hereof; and
     WHEREAS, the Company, in accordance with the Second Supplemental Indenture, previously issued $910 million aggregate original principal amount of its Zero Coupon Convertible Debentures due June 30, 2020, none of which debentures remain outstanding as of the date hereof; and
     WHEREAS, the Company has, in accordance with the Third Supplemental Indenture, previously issued $350 million aggregate original principal amount of its 65/8% Notes due 2011 (the “65/8% Notes”), which 65/8% Notes remain outstanding as of the date hereof; and
     WHEREAS, Weatherford Bermuda has, in accordance with the Fourth Supplemental Indenture, previously provided a guarantee of the 65/8% Notes; and
     WHEREAS, pursuant to a share exchange transaction effected by a scheme of arrangement, in connection with a share exchange agreement, between Weatherford Bermuda and Weatherford Switzerland, pursuant to which each holder of common shares of Weatherford Bermuda issued and outstanding immediately before the transaction transferred such common shares to Weatherford

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