Third Supplemental Indenture (2009)Full Document 

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THIRD SUPPLEMENTAL INDENTURE
among
WEATHERFORD INTERNATIONAL LTD.,
a Bermuda exempted company,
WEATHERFORD INTERNATIONAL, INC.,
a Delaware corporation,
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 October 1, 2003
 
 

 


 

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 to “the Guarantee”
    3  
SECTION 1.05. Certain Cross-References in the Indenture
    4  
SECTION 1.06. Compliance Certificates and Opinions
    4  
SECTION 1.07. Form of Documents Delivered to Trustee
    4  
SECTION 1.08. Notices
    5  
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. Trustee Matters
    10  
SECTION 1.15. Consolidation, Amalgamation, Merger and Sale
    12  
SECTION 1.16. Supplemental Indentures
    13  
SECTION 1.17. Covenants
    13  
SECTION 1.18. Guarantee
    14  
 
       
ARTICLE 2 Miscellaneous Provisions
    18  
 
       
SECTION 2.01. General Definitions
    18  
SECTION 2.02. Continued Effect
    18  
SECTION 2.03. Governing Law
    18  
SECTION 2.04. Severability
    18  
SECTION 2.05. Counterparts
    18  
SECTION 2.06. Successors
    19  
SECTION 2.07. Table of Contents and Headings
    19  
SECTION 2.08. Benefit of Third Supplemental Indenture
    19  
SECTION 2.09. Acceptance by Trustee
    19  

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     This THIRD SUPPLEMENTAL INDENTURE, dated as of February 26, 2009, among Weatherford International Ltd., a Bermuda exempted company (the “Company”), Weatherford International, Inc., a Delaware corporation (“Weatherford U.S.”), 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 October 1, 2003, as supplemented by the First Supplemental Indenture thereto, dated as of March 25, 2008 (the “First Supplemental Indenture”), and the Second Supplemental Indenture thereto, dated as of January 8, 2009 (the “Second 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 October 7, 2003, previously issued $250 million original aggregate principal amount of its 4.95% Senior Notes due 2013 (the “4.95% 2013 Notes”); and
     WHEREAS, the Company, in accordance with an Officer’s Certificate dated as of January 17, 2006, previously issued $350 million original aggregate principal amount of its 5.50% Senior Notes due 2016 (the “2016 Notes”); and
     WHEREAS, the Company, in accordance with an Officer’s Certificate dated as of August 7, 2006, previously issued $600 million original aggregate principal amount of its 6.50% Senior Notes due 2036 (the “2036 Notes”); and
     WHEREAS, the Company, in accordance with the First Supplemental Indenture, previously issued $500 million aggregate original principal amount of its 5.15% Senior Notes due 2013 (the “5.15% 2013 Notes”), $500 million aggregate original principal amount of its 6.00% Senior Notes due 2018 (the “2018 Notes”) and $500 million aggregate original principal amount of its 7.00% Senior Notes

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