Second Supplemental Indenture (2009)Full Document 

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SECOND SUPPLEMENTAL INDENTURE
among
WEATHERFORD INTERNATIONAL, INC.,
a Delaware corporation,
WEATHERFORD INTERNATIONAL LTD.,
a Bermuda exempted company,
WEATHERFORD INTERNATIONAL LTD.,
a Swiss corporation,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
 
Dated as of
February 26, 2009
to Indenture dated as of June 18, 2007
 
 

 


 

TABLE OF CONTENTS
         
ARTICLE 1 Amendments to the Indenture
    2  
 
       
SECTION 1.01. Definitions
    2  
SECTION 1.02. Certain References to “the Guarantor”
    3  
SECTION 1.03. Additional References to “the Guarantor”
    3  
SECTION 1.04. Certain References Regarding Weatherford Bermuda
    3  
SECTION 1.05. Certain References to “the Guarantee”
    3  
SECTION 1.06. Compliance Certificates and Opinions
    4  
SECTION 1.07. Form of Documents Delivered to Trustee
    4  
SECTION 1.08. Notices
    4  
SECTION 1.09. Governing Law
    5  
SECTION 1.10. Incorporators, Shareholders, Officers and Directors of the Company and Guarantor Exempt from Individual
       
Liability
    6  
SECTION 1.11. Forms Generally
    6  
SECTION 1.12. Form of Reverse of Security
    6  
SECTION 1.13. The Securities
    9  
SECTION 1.14. Events of Default
    9  
SECTION 1.15. Trustee Matters
    9  
SECTION 1.16. Reports by the Guarantors and the Company
    12  
SECTION 1.17. Consolidation, Amalgamation, Merger and Sale
    13  
SECTION 1.18. Supplemental Indentures
    14  
SECTION 1.19. Covenants
    14  
SECTION 1.20. Guarantee
    15  
 
       
ARTICLE 2 Miscellaneous Provisions
    19  
 
       
SECTION 2.01. General Definitions
    19  
SECTION 2.02. Continued Effect
    19  
SECTION 2.03. Governing Law
    19  
SECTION 2.04. Severability
    19  
SECTION 2.05. Counterparts
    19  
SECTION 2.06. Successors
    19  
SECTION 2.07. Table of Contents and Headings
    20  
SECTION 2.08. Benefit of Second Supplemental Indenture
    20  
SECTION 2.09. Acceptance by Trustee
    20  

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     This SECOND 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 Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
RECITALS OF THE COMPANY
     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of June 18, 2007, as supplemented by the First Supplemental Indenture thereto, dated as of June 18, 2007 (the “First 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 the First Supplemental Indenture, previously issued $600 million aggregate original principal amount of its 5.95% Senior Notes due 2012 (the “2012 Notes”), $600 million aggregate original principal amount of its 6.35% Senior Notes due 2017 (the “2017 Notes”) and $300 million aggregate original principal amount of its 6.80% Senior Notes due 2037 (the “2037 Notes” and collectively with the 2012 Notes and the 2017 Notes, the “Notes”), which Notes remain Outstanding as of the date hereof; and
     WHEREAS, Weatherford Bermuda has, in accordance with the Indenture, previously provided a guarantee of the 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 Switzerland solely in exchange for (through a nominee acting on behalf and for the account of the

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