SEC Filing | Weatherford International

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 24, 2023

Weatherford International plc

(Exact name of registrant as specified in its charter)

Ireland	001-36504	98-0606750
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)

2000 St. James Place, Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 713.836.4000

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Ordinary shares, $0.001 par value per share		WFRD		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.02

Results of Operations and Financial Condition.

On October 24, 2023, Weatherford International plc (“Weatherford” and together with its subsidiaries, “we” or the “Company”) issued a news release announcing results for the third quarter ended September 30, 2023. A copy of the news release is furnished as Exhibit 99.1 and incorporated into this Item 2.02.

Weatherford will host a conference call on Wednesday, October 25, 2023, to discuss the Company’s results for the third quarter ended September 30, 2023. The conference call will begin at 10:00 a.m. Eastern Time (9:00 a.m. Central Time).

Listeners are encouraged to download the accompanying presentation slides which will be available in the investor relations section of the Company’s website.

Listeners can participate in the conference call via a live webcast at https://www.weatherford.com/investor-relations/investor-news-and-events/events/ or by dialing +1 877-328-5344 (within the U.S.) or +1 412-902-6762 (outside of the U.S.) and asking for the Weatherford conference call. Participants should log in or dial in approximately 10 minutes prior to the start of the call.

A telephonic replay of the conference call will be available until November 8, 2023, at 5:00 p.m. Eastern Time. To access the replay, please dial +1 877-344-7529 (within the U.S.) or +1 412-317-0088 (outside of the U.S.) and reference conference number 4193933. A replay and transcript of the earnings call will also be available in the investor relations section of the Company’s website.

A replay and transcript of the earnings call will also be available in the investor relations section of the Company’s website.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, Weatherford International Ltd. (“WIL-Bermuda”), Weatherford International, LLC (“WIL-Delaware”), Weatherford Canada Ltd. (“WIL-Canada”, and, together with WIL-Bermuda and WIL-Delaware, the “Initial Borrowers”, and the Initial Borrowers together with WIL-Switzerland (as defined below), the “Borrowers”), as borrowers, and Weatherford, as parent, entered into an amended and restated credit agreement (as amended and supplemented by the Canadian Borrower Joinder, dated as of November 22, 2022, the Additional Lender Supplement, dated as of November 22, 2022, the First Amendment to Amended and Restated Credit Agreement, dated as of November 22, 2022, the Second Amendment to Amended and Restated Credit Agreement, dated as of January 6, 2023, the Third Amendment to Amended and Restated Credit Agreement, dated as of March 24, 2023 and the Fourth Amendment (as defined below), the “Amended and Restated Credit Agreement”) with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), on October 17, 2022. Capitalized terms not defined herein shall have the meanings set forth in the Amended and Restated Credit Agreement.

On October 24, 2023 (the “Amendment Effective Date”), the Borrowers, Weatherford, each other Obligor, the lenders party thereto and the Administrative Agent entered into the Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth Amendment”), which, among other things, increases the aggregate commitments under the revolving credit facility such that the Amended and Restated Credit Agreement provides for a $550 million revolving credit facility, comprised, as of the Amendment Effective Date, of (i) $250 million for the issuance of bid and performance letters of credit for the Borrowers and certain subsidiaries (“LC Facility”) and (ii) $300 million for revolving loans and the issuance of bid, performance and financial letters of credit for the Borrowers and certain subsidiaries (“Revolving Facility”). The Amended and Restated Credit Agreement gives the Borrowers, upon the satisfaction of certain conditions, the ability to request incremental increases of the LC Facility and/or the Revolving Facility by up to $200 million in the aggregate; provided, that the Revolving Facility shall not be increased until the aggregate outstanding principal amount of WIL-Bermuda’s 6.500% senior secured notes due 2028 (the “Senior Secured Notes”) does not exceed $200 million. As of the Amendment Effective Date, there were approximately $220 million of outstanding letters of credit under the LC Facility, $52 million of outstanding letters of credit under the Revolving Facility and no outstanding loans under the Revolving Facility.

The Fourth Amendment modifies the pricing for revolving credit facility such that the outstanding amount of (i) each loan will bear interest at Adjusted Term SOFR (which includes an adjustment of 10 basis points per annum), Adjusted Eurocurrency Rate (which, to the extent based on Term CORRA or Daily Compounded CORRA, shall include an adjustment of 29.547 or 32.138 basis points) or Daily Simple RFR, as applicable, plus an applicable margin of 225-375 basis points per annum (depending on the applicable credit rating) and (ii) each letter of credit will be subject to an LC participation fee equal to 225-375 basis points per annum (depending on the applicable credit rating). The Fourth Amendment also (i) increases the fronting fee on the outstanding amount of each such letter of credit to 20 basis point per annum and (ii) adjusts the unused commitment fee in respect of the unutilized commitments to 35-50 basis point per annum on the average daily unused commitments under the Amended and Restated Credit Agreement (depending on the applicable credit rating).

In addition, the Fourth Amendment, among other things, (i) joins WOFS International Finance GmbH (“WIL-Switzerland”) as a Borrower, (ii) extends the Maturity Date to the earlier of October 24, 2028 and the date that is 91 days prior to the stated maturity of the Senior Secured Notes or any Permitted Refinancing Indebtedness with respect thereto, (iii) includes a maximum ratio of funded debt that is secured on a pari passu or junior lien basis with the revolving credit facility (net of unrestricted cash in excess of $400 million) to consolidated adjusted EBITDA of 1.50 to 1.00, (iv) eliminates the Minimum Book Value of Assets test and related provisions, (v) permits Weatherford and its restricted subsidiaries to make distributions and other restricted payments on account of its capital stock upon the satisfaction of certain conditions (including no default, the ratio of funded debt (net of unrestricted cash in excess of $400 million) to consolidated adjusted EBITDA not exceeding 2.00 to 1.00 and liquidity of at least $400,000,000), and (vi) adjusts certain baskets and thresholds as set forth therein.

The foregoing description of the Fourth Amendment is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On October 24, 2023, the Company issued a press release announcing the Fourth Amendment. A copy of the press release is furnished as Exhibit 99.2.

Item 9.01		Financial Statements and Exhibits.

(d)		Exhibits

Exhibit Number		Exhibit Description
10.1		Fourth Amendment to Amended and Restated Credit Agreement, dated as of October 24, 2023, by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford Canada Ltd. WOFS International Finance GmbH, Weatherford International plc, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.

99.1		News Release dated October 24, 2023 announcing results for the third quarter ended September 30, 2023.

99.2		News Release dated October 24, 2023 announcing the Fourth Amendment to the Amended and Restated Credit Agreement.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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 plc
Date: October 24, 2023
	/s/ Arunava Mitra
	Arunava Mitra
	Executive Vice President and Chief Financial Officer

Exhibit 10.1

Execution Version

FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDMENT (this “Amendment”), dated as of October 24, 2023, is entered into among WEATHERFORD INTERNATIONAL LTD., a Bermuda exempted company (“WIL-Bermuda”), WEATHERFORD CANADA LTD., an Alberta corporation (“WIL-Canada”), WEATHERFORD INTERNATIONAL, LLC, a Delaware limited liability company (“WIL-Delaware” and, together with WIL-Bermuda and WIL-Canada, the “Existing Borrowers”), WOFS INTERNATIONAL FINANCE GMBH, a Swiss limited liability company, (“WIL-Switzerland” and together with the Existing Borrowers, the “Borrowers”), WEATHERFORD INTERNATIONAL PLC, as Parent (“Parent”), the other Guarantors party hereto (together with the Borrowers, the “Obligors”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Administrative Agent”) and in its capacity as Foreign Collateral Agent, and the Lenders and Issuing Banks party hereto, including the Continuing Lenders and the New Lender (each as defined below).

RECITALS

WHEREAS, the Existing Borrowers, Parent, the Administrative Agent, and the Lenders and Issuing Banks party thereto from time to time are party to that certain Amended and Restated Credit Agreement, dated as of October 17, 2022 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendment and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, Parent and the Existing Borrowers have requested certain amendments to the Existing Credit Agreement, including, among other things, to (a) extend the existing maturity date to the date that is five (5) years from the Fourth Amendment Effective Date (as defined below), (b) increase the Aggregate Commitments from $400,000,000 to $550,000,000 and (c) join WIL-Switzerland as a Borrower under the Credit Agreement;

WHEREAS, certain of the Lenders have agreed to assign their respective Commitments, Revolving Credit Exposure and LC Exposure in respect of Performance Letters of Credit to certain of the other Lenders, in each case as set forth herein.

WHEREAS, subject to the terms and conditions contained herein, the Administrative Agent, the Continuing Lenders, the New Lender and the Obligors have agreed to amend the Existing Credit Agreement as hereinafter set forth to address the foregoing.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms; Section References. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

2. Assignment and Reallocation of Commitments; New Lender. Woodforest National Bank (the “New Lender”) intends to become a party to the Credit Agreement as a Lender. The New Lender and the other Lenders that are a party to the Existing Credit Agreement (Such existing Lenders, the “Continuing Lenders”) have agreed, and Parent, the Borrowers, the Administrative Agent and the Issuing Banks hereby consent, to the following: (a) the assignment of certain of the Continuing Lenders’ respective Commitments, Revolving Credit Exposure and LC Exposure in respect of Performance Letters of Credit and (b) the New Lender and certain of the Continuing Lenders acquiring and assuming an interest in the Commitments, Revolving Credit Exposure and LC Exposure in respect of Performance Letters of Credit assigned by certain of the Continuing Lenders pursuant to this Section 2. Such assignments and assumptions are hereby deemed made pursuant to the terms, provisions and representations of the Assignment and Assumption attached as Exhibit A to the Existing Credit Agreement as if each applicable party hereto had executed and delivered, or consented to, an Assignment and Assumption (with the Effective Date, as defined therein, being the Fourth Amendment Effective Date). On the Fourth Amendment Effective Date and after giving effect to such assignments and assumptions, each party hereto agrees that (i) the Applicable Percentage (LCs), Applicable Percentage (Loans), Applicable Percentage (Total), Revolving Credit Commitment, Revolving Loan-Specific Commitment, Performance LC Commitment and Fronting Commitment of each Lender shall be as set forth on Schedule 2.01 attached hereto, which Schedule 2.01 supersedes and replaces Schedule 2.01 to the Existing Credit Agreement and (ii) the New Lender shall be a “Lender” for all purposes under the Credit Agreement and the other Loan Documents.

3. Amendments to Existing Credit Agreement.

(a) The Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages attached as Exhibit A hereto.

(b) Schedules 1.01B, 1.01D, 2.01, 9.01, 9.04 and 9.06 of the Existing Credit Agreement are hereby amended and restated in their entirety with Schedules 1.01B, 1.01D, 2.01, 9.01, 9.04 and 9.06 to this Amendment.

(d) Schedule 1.01E to this Amendment is hereby added as Schedule 1.01E to the Credit Agreement.

4. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction, or waiver, of each of the following conditions (the date of the satisfaction or waiver of all such conditions, the “Fourth Amendment Effective Date”):

(a)           The Borrowers shall have paid (i) to the Administrative Agent, the Joint 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 Fourth Amendment Effective Date, and (ii) to the extent invoiced at or before 1:00 p.m., New York City time, on the Business Day immediately prior to the Fourth Amendment Effective Date, all reasonably and documented out-of-pocket expenses required to be reimbursed or paid by the Borrowers pursuant to the Loan Documents.

(b)           The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent:

(i)           counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from the Borrowers, Parent, the other Obligors, Administrative Agent and each Lender;

(ii)          a certificate of a Responsible Officer of Parent, dated the Fourth Amendment Effective Date and certifying (A) that the representations and warranties made by each Obligor in any Loan Document delivered at or prior to the Fourth Amendment Effective Date are true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of the Fourth Amendment Effective Date, except for those that by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, (B) as to the absence of the occurrence and continuance of any Default or Event of Default on the Fourth Amendment Effective Date immediately after giving effect to the making of any Loan or the issuance (or deemed issuance) of any Letter of Credit, (C) that it and each other Obligor constitute a group of companies for the purposes of section 243 of the Companies Act 2014 of Ireland (as amended), (D) confirming that its entry into this Amendment and any other Loan Documents does not constitute unlawful financial assistance for the purposes of Section 82 of the Companies Act 2014 of Ireland (as amended), and (E) that no notice pursuant to Section 1002 of the Taxes Consolidation Act 1997 (as from time to time amended, replaced or re-enacted) has been served on Parent by the Irish Revenue Commissioners;

(iii)         a certificate of the secretary or an assistant secretary or other Responsible Officer of each Obligor (other than any Obligor incorporated in England and Wales) (and in the case of a Luxembourg Obligor, a manager (gérant)), dated the Fourth Amendment Effective Date and certifying (A) true and complete copies of the constitution or memorandum, articles of association or memorandum of association, by-laws, the deed, certificate of registration or certificate of incorporation, certified or original excerpt from the commercial register and any other organizational documents, as applicable, each as amended and in effect on the Fourth Amendment Effective Date, of such Obligor (other than any Obligor incorporated in England and Wales), (B) the resolutions adopted by the Board of Directors (or, in the case of an Obligor organized under the laws of Switzerland formed as a limited liability company, the managing directors or, in the case of an Obligor incorporated in Germany, a resolution of its shareholder(s)) and/or (if required by applicable law or customary market practice in the jurisdiction) of all the holders of the issued shares, in each case of such Obligor (other than any Obligor incorporated in England and Wales) (1) authorizing the execution, delivery and performance by such Obligor of this Amendment and the other Loan Documents to which it is or shall be a party and, in the case of a Borrower, the making of Loans and the issuance (or deemed issuance) of Letters of Credit for the account of such Borrower under the Credit Agreement, and (2) authorizing directors, officers or other representatives of such Obligor to execute and deliver this Amendment and the other Loan Documents to which it is or shall be a party and any related documents, (C) the absence of any proceedings for the bankruptcy, dissolution, liquidation or winding up of such Obligor (and in the case of a Luxembourg Obligor, that it is not subject to insolvency proceedings such as bankruptcy (faillite), compulsory liquidation (liquidation judiciaire), voluntary liquidation (liquidation volontaire), winding-up, moratorium, composition with creditors (gestion contrôlé), suspension of payments (sursis de paiement), voluntary arrangement with creditors (concordate préventif de la faillite), fraudulent conveyance, general settlement with creditors, reorganization or other similar order or proceedings affecting the rights of creditors generally and any proceedings in jurisdictions other than Luxembourg having similar effect) or other customary market certifications with respect to insolvency or bankruptcy, (D) the incumbency and specimen signatures of the officers or other authorized representatives of such Obligor (other than any Obligor incorporated in England and Wales) executing any documents on its behalf and (E) if required by applicable law or customary market practice in the jurisdiction, certifying that the guaranteeing or securing of the Commitments would not cause a guarantee or security limit binding on such Obligor to be exceeded;

(iv)        in relation to each Obligor incorporated in England and Wales, (A) a copy of its constitutional documents, including a copy of the PSC Register of each Obligor incorporated in England and Wales to which Part 21A of the Companies Act applies; (B) a copy of a resolution of its board of directors: (1) approving the terms of, and the transactions contemplated by, this Amendment and the other Loan Documents (the “Transactions”) to which it is a party and resolving that it execute this Amendment and the Loan Documents to which it is a party; (2) authorizing a specified person or persons to execute this Amendment and the other Loan Documents to which it is a party on its behalf; (3) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; (C) a copy of a resolution signed by all holders of the issued shares in each Obligor incorporated in England and Wales, approving the Transactions and the terms of this Amendment and the other Loan Documents to which the Obligor incorporated in England and Wales is a party; (D) a specimen of the signature of each person authorised by the resolution referred to in (B) above; (E) a certificate of each Obligor incorporated in England and Wales (signed by a director, a manager or an authorized signatory, as the case may be) confirming that subject to the guarantee limitations as set out in the Loan Documents, guaranteeing or securing, as appropriate, the Commitments would not cause any guarantee, security or similar limit binding on it to be exceeded; and (F) certificates of each Obligor incorporated in England and Wales (signed by a director, a manager or an authorized signatory, as the case may be) dated as of the Fourth Amendment Effective Date and certifying that each copy document relating to it specified in this paragraph (iv) is correct, complete and (to the extent executed) in full force and effect and has not been amended or superseded as at a date no earlier than the Fourth Amendment Effective Date;

(v)            [reserved];

(vi)           favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Fourth Amendment Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent, from (A) Latham & Watkins LLP, special United States counsel to the Obligors, (B) Conyers Dill & Pearman Limited, special Bermuda counsel to certain of the Obligors, (C) Baker McKenzie Switzerland (GVA) SA, in Geneva, special Swiss counsel to certain of the Obligors, (D) Matheson LLP, special Irish counsel to certain of the Obligors, (E) Dentons Canada LLP, special British Columbia, Alberta and Ontario counsel to certain of the Obligors, (F) Conyers Dill & Pearman, special British Virgin Islands counsel to certain of the Obligors, (G) Jones Walker LLP, special Louisiana counsel to certain of the Obligors, (H) Norton Rose Fulbright, special Australian counsel to the Administrative Agent, (I) Baker & McKenzie Amsterdam N.V., special Dutch counsel to certain of the Obligors, (J) Holland & Hart LLP, special Nevada counsel to certain of the Obligors, (K) Baker McKenzie, Rechtsanwaltsgesellschaft mbH von Rechtsanwälten und Steuerberatern, special German counsel to certain of the Obligors, (L) Arias, Fábrega & Fábrega, special Panamanian counsel to certain of the Obligors, (M) Baker & McKenzie Abogados, S.C., special Mexican counsel to certain of the Obligors, (N) Brons & Salas, special Argentine counsel to certain of the Obligors, and (O) Veirano, special Brazilian counsel to certain of the Obligors, in each case, given upon the express instruction of the applicable Obligor(s), as applicable;

(vii)          a certificate of a Principal Financial Officer of Parent certifying that, after giving effect to this Amendment, the Parent and its Subsidiaries on a consolidated basis are Solvent as of the Fourth Amendment Effective Date;

(viii)         to the extent applicable to the relevant Obligor and available in the applicable jurisdiction(s), (A) copies of the constitution, memorandum of association, articles of association, by-laws or certificates of incorporation, certificates of name change, excerpt from the commercial register or other similar organizational documents, as applicable, of each Obligor (other than in relation to an Obligor incorporated in Germany) certified as of a recent date prior to the Fourth Amendment Effective Date by the appropriate Governmental Authority or by a Responsible Officer with respect to Obligors incorporated or registered under the laws of the British Virgin Islands and Bermuda, (B) certificates of appropriate public officials or bodies as to the existence and good standing of each Obligor (other than any Obligor incorporated in England and Wales or in Switzerland) under the laws of the jurisdiction of its incorporation or formation (and in the case of a Luxembourg Obligor, for the purposes of the European Insolvency Regulation, its “centre of main interests” (as that term is used in article 3(1) of the European Insolvency Regulation) is located at its registered office (siège statutaire) in Luxembourg and it does not have an “establishment” (as that term is used in article 2(10) of the European Insolvency Regulation) in any other jurisdiction), (C) to the extent not covered by clauses (A) and (B) immediately above, and only with respect to any Obligor organized outside of the United States of America, Bermuda, the British Virgin Islands, Ireland, England and Wales or Switzerland, documents, excerpts or certificates issued by appropriate public officials or bodies with respect to such Obligor that are customarily delivered by entities organized in the same jurisdiction as such Obligor in connection with transactions similar to the Transactions and (D) in the case of Luxembourg Obligors, a copy of the applicable up-to-date consolidated articles of association and an electronic certificate of non-registration of a judicial decision or administrative dissolution without liquidation (certificat de non-inscription d’une decision judiciaire ou de dissolution administrative sans liquidation) issued by the Trade and Companies Register (Registre de Commerce et des Sociétés) in Luxembourg (the “RCS”) as at a date no earlier than the Fourth Amendment Effective Date and an up-to-date, true and complete electronic excerpt of the RCS as at a date no earlier than the Fourth Amendment Effective Date;

(ix)            a certificate of a director of Weatherford Australia Pty Limited, dated the Fourth Amendment Effective Date and confirming that (A) the resolutions referred to in Section 4(b)(iii), which were duly passed by the duly appointed directors of Weatherford Australia Pty Limited, have not been modified, rescinded or amended and are in full force and effect, (B) entry into the Loan Documents to which it is a party and the performance by Weatherford Australia Pty Limited of its obligations under the Loan Documents, is for the benefit of, and in the best interest of, Weatherford Australia Pty Limited, (C) at the time of deciding to commit Weatherford Australia Pty Limited to the Loan Documents to which it is a party or shall be a party, Weatherford Australia Pty Limited was solvent and there were reasonable grounds to expect that it would continue, after entering into this Amendment and any other Loan Documents to which it is a party or shall be a party, to be able to pay all its debts as and when they become due and payable and would not become unable to do so as a result of entering into the Transactions, (D) guaranteeing the Commitments in full would not cause any guaranteeing or similar limit binding on it to be exceeded and (E) neither part 2J.3 nor Chapter 2E of the Corporations Act 2001(Cth) applies to the Transactions; and

(x)            to the extent available in the applicable jurisdiction(s) and reasonably requested by the Administrative Agent, (A) appropriate Lien search results or certificates (including UCC and PPSA lien search certificates and tax and judgment lien searches in the United States and other material jurisdictions) as of a recent date reflecting no prior Liens encumbering the assets of the Obligors other than those being released on or prior to the Fourth Amendment Effective Date or Liens permitted under the Credit Agreement and (B) clear searches against Parent in the Companies Registration Office, Dublin, the High Court Central Office and all other relevant registries.

(c)           The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of (i) each Governmental Authority and (ii) each other Person, if any, in each case required to be received by the Obligors in connection with the making of Loans and the Letters of Credit issued or to be issued under the Credit Agreement, and the execution, delivery and performance of this Amendment and the other Loan Documents to which any Obligor is a party, have been satisfactorily obtained.

(d)           There shall be no adversary proceeding or litigation seeking to enjoin or prevent the Transactions.

(e)           Each Obligor shall have provided to the Administrative Agent and the Lenders, if requested at least seven (7) Business Days prior to the Fourth Amendment Effective Date, the documentation and other information requested by the Administrative Agent or any Lender in order to comply with requirements of the PATRIOT Act and applicable “know your customer” and anti-money laundering rules and regulations, including a Beneficial Ownership Certification in relation to each Borrower (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), at least five (5) Business Days prior to the Fourth Amendment Effective Date.

(f)            [Reserved].

(g)           The representations and warranties of each Obligor set forth in this Amendment and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the Fourth 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 in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such earlier date).

(h)           No Default or Event of Default shall have occurred and be continuing as of the Fourth Amendment Effective Date or would result from any borrowing or the issuance, amendment, renewal or extension of such Letter of Credit on such date.

(i)            No more than $250,000,000 aggregate principal amount of Senior Secured Notes shall be outstanding as of the Fourth Amendment Effective Date after giving effect to the Transactions.

The Administrative Agent is hereby authorized and directed to declare this Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement (including as amended hereby) for all purposes.

5.            Representations and Warranties. Parent and each of the other Obligors represents and warrants to the Administrative Agent and the Lenders that, as of the Fourth Amendment Effective Date:

(a)            the representations and warranties set forth in Article VII of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of, and as if such representations and warranties were made on, the Fourth 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 in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such earlier date);

(b)            no Default or Event of Default has occurred and is continuing as of the Fourth Amendment Effective Date, and

(c)            this Amendment constitutes the legal, valid and binding obligation of each of the Obligors party hereto, enforceable against each such Obligor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, rescue process or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles of general applicability.

6.            Reaffirmation; Reference to and Effect on the Loan Documents.

(a)            From and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to “hereunder,” “hereof,” “this Amendment” or words of like import and each reference in the other Loan Documents to “Credit Agreement,” “thereunder,” “thereof” or words of like import shall, unless the context otherwise requires, mean and be a reference to the Credit Agreement as amended by this Amendment. This Amendment is a Loan Document.

(b)            The Loan Documents, and the obligations of the Borrowers and the Obligors under the Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.

(c)            Each of the Obligors (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents, including the Guaranty Agreements, to which it is a party, (iii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Documents, (iv) agrees that the Collateral Documents to which it is a party continue to be in full force and effect and are not impaired or adversely affected by this Amendment, (v) confirms its grant of security interests pursuant to the Collateral Documents to which it is a party as Collateral for the Secured Obligations and (vi) acknowledges that all Liens granted (or purported to be granted) by it pursuant to the Loan Documents remain and continue in full force and effect in respect of, and to secure, the Secured Obligations and (vii) the Obligor incorporated in the Netherlands confirms that the Security Agreements governed by Dutch law have always been intended to extend to the obligations of the Obligors under the Loan Documents as amended and restated from time to time, including as amended by this Amendment and shall so extend thereto in accordance with the terms of the Loan Documents.

(d)            In addition to the above, with respect to the Swiss Security Documents,

(i)           each Obligor party to any Swiss Security Document agrees and confirms to the Administrative Agent in its capacity as Foreign Collateral Agent and each of the Secured Parties (as defined in each Swiss Security Document) that from and after the Fourth Amendment Effective Date:

the provisions of each Swiss Security Document to which it is a party are in full force and effect and it is and continues to be bound by the obligations as set out in the Swiss Security Documents to which it is a party;

the security interests created under each Swiss Security Document to which it is a party are in full force and effect and secure any and all of the Secured Obligations (as defined in each Swiss Security Document) as amended by this Amendment and as they may be amended, amended and restated, supplemented, or otherwise modified and/or increased from time to time, subject to and in accordance with the provisions of the relevant Swiss Security Documents to which it is a party;

the Foreign Collateral Agent is authorized to exercise any rights under any power of attorney provided for under any Swiss Security Document in favour of the Foreign Collateral Agent, subject to and in accordance with the terms of the relevant Swiss Security Documents. In particular, each proxy issued pursuant to clause 19(f) of the successor agent and assignment agreement dated 17 October 2022, between, amongst others, WIL-Bermuda and WIL-Delaware as borrowers, the grantors named therein (including the Swiss Obligors), Deutsche Bank Trust Company Americas and the Administrative Agent, is and shall remain in full force and effect; and

(ii)          each party hereto agrees (in particular for the purposes of art. 116 Swiss Code of Obligations and any other applicable laws) that nothing in this Amendment shall constitute or be construed as a novation (Novation) of any Secured Obligations (as defined in the Swiss Security Documents).

The Swiss Security Documents in place on the Fourth Amendment Effective Date are listed in Exhibit B hereto.

(e)         With respect to (i) the Luxembourg law governed first ranking share pledge agreement originally dated 15 May 2020, and made between (a) Weatherford Bermuda Holdings Ltd as pledgor, (b) Deutsche Bank Trust Company Americas as pledgee and (c) Weatherford International (Luxembourg) Holdings S.à r.l. as guarantor; (ii) the Luxembourg law governed first ranking share pledge agreement originally dated 15 May 2020, and made between, (a) Weatherford Worldwide Holdings GmbH as pledgor (b) Deutsche Bank Trust Company Americas as pledgee, (c) Weatherford International (Luxembourg) Holdings S.à r.l. as pledgor (d) Wells Fargo Bank, National Association as first ranking pledgee and (e) Deutsche Bank Trust Company Americas as pledgee, and (iii) the Luxembourg law governed first ranking receivables pledge agreement dated 15 May 2020 and made between, (a) Weatherford International (Luxembourg) Holdings S.à r.l. as pledgor, (b) Wells Fargo Bank, National Association as first ranking pledgee and (c) Deutsche Bank Trust Company Americas as pledgee (collectively, the “Luxembourg Security Agreements”), each Obligor that is a party to the Luxembourg Security Agreements hereby confirms (as applicable) that:

(i)             the Luxembourg Security Agreements and the Pledges to which it is a party secure the Secured Obligations (each term as defined in the Luxembourg Security Agreements);

(ii)           the Luxembourg Security Agreements to which it is a party and each Pledge (as defined in the Luxembourg Security Agreements) remain legal, valid, binding and enforceable and remain in full force and effect notwithstanding this Fourth Amendment;

(iii)           nothing in this Fourth Amendment shall constitute any form of novation or release of the Luxembourg Security Agreements to which it is a party or the Pledges (as defined in the Luxembourg Security Agreements); and

(iv)           it will cooperate with the Pledgee (as defined in each in the Luxembourg Security Agreements) of each of the Luxembourg Security Agreements to which it is a party and sign or cause to be signed all documents and take all actions or steps as the Pledgee (as defined in each in the Luxembourg Security Agreements) may from time to time request to perfect and protect the confirmation made in this paragraph, the Pledge Agreements, the Pledges, the Pledged Assets or the rights of the Pledgee under this Agreement and the Pledge Agreements or to prevent the occurrence of an Event of Default (each term as defined in the Luxembourg Security Agreements), and to carry out the provisions and purposes of this Amendment.

(f)            Each Obligor hereby agrees and confirms with respect to each German law governed Security Agreement to which it is a party, that, following the Fourth Amendment Effective Date, and subject to any limitations provided for in any Loan Document, the guarantee it has given and/or the security it has provided under such German law governed Security Agreement to which it is a party shall (i) continue to be in full force and effect and (ii) for the avoidance of doubt extend to the Secured Obligations under and as defined in the Credit Agreement.

(g)           The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

(h)           In the event of any conflict between the terms of this Amendment and the terms of the Credit Agreement or the other Loan Documents, the terms hereof shall control.

7.            Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial, Etc.

(a)            This Amendment shall be construed in accordance with and governed by the law of the State of New York (whether based on contract, tort or otherwise and in law or equity), without regard to conflict of laws principles thereof to the extent such principles would cause the application of the law of another state.

(b)            EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 12.15 (SUBMISSION TO JURISDICTION; CONSENT TO SERVICE OF PROCESS) AND SECTION 12.16 (WAIVER OF JURY TRIAL) OF THE CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN FULL HEREIN.

(c)            Notwithstanding clauses (a) and (b) above, any contractual obligation arising out of or in connection with Section 6(f) and any effect of this Agreement in connection with the German law governed Security Agreements shall be governed by German law. The Courts of Berlin, Germany, shall have jurisdiction to settle any disputes or proceedings arising out or in connection with the provisions of this Agreement governed by German law.

(d)            Notwithstanding clauses (a) and (b) above, Section 6(d) shall be governed by and construed in accordance with the substantive laws of Switzerland (to the exclusion of conflict of law rules). The Courts of the Canton of Zurich, Switzerland, venue Zurich 1 shall have non-exclusive jurisdiction to settle any disputes or proceedings arising out or in connection with Section 6(d) of this Agreement.

(e)           Notwithstanding clauses (a) and (b) above, Section 6(e) shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. The Courts of Luxembourg, Grand Duchy of Luxembourg shall have exclusive jurisdiction to settle any disputes or proceedings arising out or in connection with Section 6(e) of this Agreement.

8.            Amendments; Headings; Severability. This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the parties hereto. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

9.            Execution in Counterparts. 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 Credit Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the Lenders 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. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or electronic transmission (in .pdf format) shall be effective for all purposes as delivery of a manually executed counterpart of this Amendment to the extent permitted by applicable law. The words “execution”, “signed”, “signature”, “delivery”, and words of like import in or relating to any document to be signed in connection with this Amendment and the Transactions shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

10.            No Novation. Notwithstanding anything to the contrary contained herein, this Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith and except to the extent repaid as provided herein. Nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Obligors under any Loan Document from any of its obligations and liabilities as an Obligor or pledgor under any of the Loan Documents.

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Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

BORROWERS/GUARANTORS:

WIL-BERMUDA:

WEATHERFORD INTERNATIONAL LTD.,
a Bermuda exempted company

By:	/s/ Maximiliano A. Kricorian
Name:	Maximiliano A. Kricorian
Title:	Vice President and Treasurer

WIL-Delaware:

WEATHERFORD INTERNATIONAL, LLC,
a Delaware limited liability company

By:	/s/ Maximiliano A. Kricorian
Name:	Maximiliano A. Kricorian
Title:	Vice President and Treasurer

WIL-CANADA:

WEATHERFORD CANADA LTD,
an Alberta corporation

By:	/s/ Pamela M. Webb
Name:	Pamela M. Webb
Title:	Director

WIL-Switzerland:

WOFS INTERNATIONAL FINANCE GMBH,
a Swiss limited liability company

By:	/s/ Mathias Neuenschwander
Name:	Mathias Neuenschwander
Title:	Managing Officer