-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A9ACAq2ovgHMGXNkdtJnqPQlsC4KiuMSim4NElxw8aXMfy4BiD3SPzosd4IWbHDj uIOekwCoV064v6dsJybGpQ== 0000950129-02-003431.txt : 20020702 0000950129-02-003431.hdr.sgml : 20020702 20020702120014 ACCESSION NUMBER: 0000950129-02-003431 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020702 GROUP MEMBERS: WEATHERFORD INTERNATIONAL INC GROUP MEMBERS: WEATHERFORD INTERNATIONAL LTD GROUP MEMBERS: WEUS HOLDING INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL COMPRESSION HOLDINGS INC CENTRAL INDEX KEY: 0001057234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 133989167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59115 FILM NUMBER: 02694696 BUSINESS ADDRESS: STREET 1: 4440 BRITTMOORE RD CITY: HOUSTON STATE: TX ZIP: 77041 BUSINESS PHONE: 7134664103 MAIL ADDRESS: STREET 1: 4440 BRITTMOORE RD CITY: HOUSTON STATE: TX ZIP: 77041 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEATHERFORD INTERNATIONAL INC /NEW/ CENTRAL INDEX KEY: 0000032908 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 042515019 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 515 POST OAK BLVD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77027-3415 BUSINESS PHONE: 7132978400 MAIL ADDRESS: STREET 1: 5 POST OAK PARK STREET 2: STE 1760 CITY: HOUSTON STATE: TX ZIP: 77027-3415 FORMER COMPANY: FORMER CONFORMED NAME: EVI INC DATE OF NAME CHANGE: 19980226 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY VENTURES INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EVI WEATHERFORD INC DATE OF NAME CHANGE: 19980528 SC 13D/A 1 h98128a4sc13dza.txt WEATHER INT'L INC FOR UNIVERSAL COMPRESSION HLDG UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* Universal Compression Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 913431 10 2 --------------------------------------------------------- (CUSIP Number) Burt M. Martin Weatherford International, Inc. 515 Post Oak Boulevard, Suite 600 Houston, Texas 77027 (713) 693-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 26, 2002 --------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 15 SCHEDULE 13D CUSIP NO. 9134341 10 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Weatherford International Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 13,750,000 shares NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ----------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 13,750,000 shares ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,750,000 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45% (based on Quarterly Report on Form 10-Q filed by the Issuer in February 2002) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 2 of 15 SCHEDULE 13D CUSIP NO. 9134341 10 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Weatherford International, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ----------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 3 of 15 SCHEDULE 13D CUSIP NO. 9134341 10 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WEUS Holding, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ----------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 4 of 15 ITEM 1. SECURITY AND ISSUER. This Amendment No. 4 (this "Amendment No. 4") to the Statement on Schedule 13D filed on November 2, 2000, as amended by Amendment No. 1 filed on November 3, 2000, Amendment No. 2 filed on February 14, 2001 and Amendment No. 3 filed on December 10, 2001 (collectively, the "Statement"), relates to the beneficial ownership of shares of common stock, par value $0.01 per share ("Universal Common Stock"), of Universal Compression Holdings, Inc. ("Universal"). The address of Universal's principal executive offices is 4440 Brittmoore Road, Houston, Texas 77041. This Amendment No. 4 is being filed by Weatherford International Ltd., a Bermuda exempted company ("Weatherford Bermuda"), Weatherford International, Inc., a Delaware corporation and a wholly owned subsidiary of Weatherford Bermuda ("Weatherford Delaware"), and WEUS Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Weatherford Delaware ("WEUS") (each individually a "Reporting Person" and together, the "Reporting Persons") to (a) reflect the transfer of beneficial ownership of Universal Common Stock from WEUS to Weatherford Bermuda and (b) amend Items 1, 2, 3, 4, 5, 6 and 7 of the Statement. Capitalized terms not defined herein shall have the meanings ascribed to them in the Statement. ITEM 2. IDENTITY AND BACKGROUND. Schedule I of the Statement, which contains information concerning the executive officers and directors of Weatherford Bermuda and Weatherford Delaware required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D, is hereby supplemented by Schedule I attached hereto and incorporated herein by reference. Such executive officers and directors may be deemed, but are not conceded to be, controlling persons of Weatherford Bermuda and/or Weatherford Delaware. Except for Weatherford Bermuda's control of Weatherford Delaware, and Weatherford Bermuda's and Weatherford Delaware's control of WEUS, no corporation or other person is or may be deemed to be ultimately in control of Weatherford Bermuda, Weatherford Delaware or WEUS. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION The following is added as the last paragraph of Item 3 of the Statement: On June 26, 2002, Weatherford Bermuda acquired from WEUS 13,750,000 shares of Universal Common Stock. The consideration for the purchase consisted of a promissory note in the amount of $299,062,500, which amount was based on the closing price of Universal Common Stock on the New York Stock Exchange on June 26, 2002. The promissory note, which is filed as Exhibit B hereto and incorporated by reference herein, has an initial maturity date of June 25, 2010 and pays interest at 6.5% per annum. WEUS may demand payment in full of principal and interest due thereon at any time and for any reason prior to the maturity date. WEUS may assign its rights under the Registration Rights Agreement to Weatherford Bermuda. Page 5 of 15 ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Statement is hereby amended to include the following as the last paragraph of such section: On June 26, 2002, Weatherford Bermuda acquired from WEUS 13,750,000 shares of Universal Common Stock through an intercompany transfer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Section (a) of Item 5 of the Statement is hereby amended to replace the second paragraph as follows: The aggregate 13,750,000 shares of Universal Common Stock that the Reporting Persons may be deemed to beneficially own represent approximately 45% of the outstanding shares of Universal Common Stock. Weatherford Bermuda purchased these shares from WEUS. Section (b) of Item 5 of the Statement is hereby amended and restated in its entirety to read as follows: (b) The number of shares of Universal Common Stock as to which there is sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for each Reporting Person is set forth on the cover pages of this Amendment No. 4, and such information is incorporated herein by reference. The Reporting Persons may be deemed to have the sole power to vote or direct the voting of up to 13,750,000 shares of Universal Common Stock, which amount is equal to 45% of the shares of Universal Common Stock outstanding based upon Universal's Quarterly Report on Form 10-Q filed in February 2002. The Reporting Persons may be deemed to have the sole power to dispose of or direct the disposition of all 13,750,000 shares of Universal Common Stock and will not share the power to dispose of or direct the disposition of such shares with any other person. Section (c) of Item 5 of the Statement is hereby amended in its entirety to read as follows: (c) On June 26, 2002, Weatherford Bermuda purchased 13,750,000 shares of Universal Common Stock from WEUS for aggregate consideration of $299,062,500, or $21.75 per share. The consideration per share was based upon the closing price of Universal Common Stock on the New York Stock Exchange on June 26, 2002. Weatherford Bermuda paid the consideration in the form of a promissory note, the terms of which are more full described in Item 3 of this Statement. Page 6 of 15 Section (e) of Item 5 of the Statement is hereby amended in its entirety to read as follows: (e) On June 26, 2002, WEUS ceased to own any shares of Universal Common Stock as a result of the sale of its holdings to Weatherford Bermuda. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended to add the following as the last paragraph thereof: Pursuant to the terms of the Registration Rights Agreement, WEUS may assign its rights under the Registration Rights Agreement to any person. WEUS may assign its rights thereunder to Weatherford Bermuda. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended and supplemented to include the following: A. Joint Filing Agreement B. Promissory Note, dated June 26, 2002, between Weatherford International Ltd., as maker, and WEUS Holding, Inc., as payee. Page 7 of 15 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 2, 2002 WEATHERFORD INTERNATIONAL LTD. By: /s/ BURT M. MARTIN ------------------------------------------ Name: Burt M. Martin Title: Senior Vice President, General Counsel and Secretary WEATHERFORD INTERNATIONAL, INC. By: /s/ BURT M. MARTIN ------------------------------------------ Name: Burt M. Martin Title: Senior Vice President, General Counsel and Secretary WEUS HOLDING, INC. By: /s/ BURT M. MARTIN ------------------------------------------ Name: Burt M. Martin Title: Assistant Secretary Page 8 of 15 SCHEDULE I (Supplementing information previously filed with respect to Weatherford International, Inc. and adding information for Weatherford International Ltd.) DIRECTORS AND EXECUTIVE OFFICERS OF WEATHERFORD INTERNATIONAL LTD. AND WEATHERFORD INTERNATIONAL, INC. The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Weatherford Bermuda and Weatherford Delaware. Each person holds the same office for both entities. Unless otherwise indicated below, each such person is a citizen of the United States of America and is an employee of Weatherford Delaware, and the business address of each such person is c/o Weatherford International, Inc., 515 Post Oak Boulevard, Suite 600, Houston, Texas 77027. During the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any of such persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Present Principal Occupation or Employment; Name Business Address - ---- ------------------------------------------- Bernard J. Duroc-Danner Chairman of the Board of Directors, President and Chief Executive Officer Donald R. Galletly Senior Vice President - Marketing E. Lee Colley, III Senior Vice President and President - Artificial Lift Systems Jon R. Nicholson Senior Vice President - Human Resources and Information Technology and Assistant Secretary Gary L. Warren Senior Vice President and President - Drilling & Intervention Services Mark E. Hopmann Senior Vice President and President - Completion Systems
Page 9 of 15
Present Principal Occupation or Employment; Name Business Address - ---- ------------------------------------------- Lisa W. Rodriguez Senior Vice President, Chief Financial Officer and Assistant Treasurer Burt M. Martin Senior Vice President, General Counsel and Secretary James N. Parmigiano Vice President - Operational Controller James M. Hudgins Treasurer and Assistant Secretary Elizabeth N. Idom Assistant Treasurer Andrew P. Becnel Assistant Secretary Philip Burguieres Director of Weatherford Bermuda and Weatherford Delaware and Chief Executive Officer of EMC Holdings, LLC, a private energy investment firm Reliant Stadium Two Reliant Park Houston, Texas 77054 David J. Butters Director of Weatherford Bermuda and Weatherford Delaware and a Managing Director of Lehman Brothers Inc., an investment banking company Lehman Brothers Inc. 399 Park Avenue, 9th Floor New York, New York 10022 Sheldon B. Lubar Director of Weatherford Bermuda and Weatherford Delaware and Chairman of Lubar & Company, a private investment and management company Lubar & Company 700 North Water St., #1200 Milwaukee, Wisconsin 53202 William Macaulay Director of Weatherford Bermuda and Weatherford Delaware and Chief Executive Officer of First Reserve Corporation, a corporation that manages various investment company funds First Reserve Corporation 411 West Putnam Avenue, #109 Greenwich, Connecticut 06830
Page 10 of 15
Present Principal Occupation or Employment; Name Business Address - ---- ------------------------------------------- Robert B. Millard Director of Weatherford Bermuda and Weatherford Delaware and a Managing Director of Lehman Brothers Inc., an investment banking company Lehman Brothers Inc. 399 Park Avenue, 9th Floor New York, New York 10022 Robert K. Moses, Jr. Director of Weatherford Bermuda and Weatherford Delaware and a private investor, principally in the oil and gas exploration and oilfield services business in Houston, Texas Black Jack Resources, Inc. 1220 Augusta, #240 Houston, Texas 77057 Robert A. Rayne Director of Weatherford Bermuda and Weatherford Delaware and an Executive Director of London Merchant Securities plc, a United Kingdom-listed public limited company engaged in property investment and development with major investments in leisure enterprises London Merchant Securities plc 33 Robert Adam Street London W1U 3HR England Mr. Rayne is a citizen of the U.K.
Page 11 of 15 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- A. Joint Filing Agreement B. Promissory Note, dated June 26, 2002, between Weatherford International Ltd., as maker, and WEUS Holding, Inc., as payee. Page 12 of 15 EX-99.A 3 h98128a4exv99wa.txt JOINT FILING AGREEMENT EXHIBIT A Each of the undersigned hereby agrees that this Amendment No. 4 dated June 26, 2002, to Schedule 13D filed November 2, 2000, to which this Agreement is attached as Exhibit A, and any amendments thereto, may be filed on behalf of each such person. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: July 2, 2002 WEATHERFORD INTERNATIONAL LTD. By: /s/ BURT M. MARTIN ------------------------------------------ Name: Burt M. Martin Title: Senior Vice President, General Counsel and Secretary WEATHERFORD INTERNATIONAL, INC. By: /s/ BURT M. MARTIN ------------------------------------------ Name: Burt M. Martin Title: Senior Vice President, General Counsel and Secretary WEUS HOLDING, INC. By: /s/ BURT M. MARTIN ------------------------------------------ Name: Burt M. Martin Title: Assistant Secretary Page 13 of 15 EX-99.B 4 h98128a4exv99wb.txt PROMISSORY NOTE EXHIBIT B NOTE Amount: USD$299,062,500 Date: June 26, 2002 (5:01 p.m. Eastern Time) For value received, the undersigned, Weatherford International Ltd., a Bermuda exempted company (the "Maker"), promises to pay to the order of WEUS Holding, Inc., a Delaware corporation ("Payee"), the principal sum of TWO HUNDRED NINETY NINE MILLION AND SIXTY TWO THOUSAND AND FIVE HUNDRED DOLLARS (USD$299,062,500), together with interest on the unpaid balance of said principal amount at any time remaining outstanding at a rate of 6.5% per annum. All accrued and unpaid interest on this Note shall be payable semiannually on the last business day of each June and December beginning December 31, 2002 and continuing until June 25, 2010 (the "Maturity Date"), when all accrued and unpaid interest and all principal hereunder and any other amounts due hereunder shall be due and payable. Notwithstanding the foregoing, the Maker and the Payee acknowledge and agree that the holder hereof may demand payment of (i) outstanding principal at any time prior to payment in full by the Maker and for any reason whatsoever (including but not limited to reasons unrelated to the Maker's ability to pay this Note) and (b) accrued but unpaid interest on the unpaid principal balance from time to time remaining outstanding and for any reason whatsoever (including but not limited to reasons unrelated to Maker's ability to pay interest on this Note. Maker shall have the right and privilege of prepaying all of any part of this Note at any time without notice or penalty. Interest on this Note shall be computed for the actual number of days elapsed in a year consisting of 360 days, unless the highest lawful rate would thereby be exceeded, in which event, to the extent necessary to avoid exceeding the highest lawful rate, interest shall be computed on the basis of the actual number of days elapsed in the applicable calendar year in which accrued. All payments and prepayments are to be in the lawful money of the United States of America at 515 Post Oak Blvd, Suite 600, Houston, Texas 77027 or such other place as Payee, or other holder, shall designate in writing to Maker. The Maker waives demand, presentment for payment, notice of nonpayment, protest, notice of protest, notice of intent to accelerate maturity, notice of acceleration of maturity and all other notice, filing of suit and diligence in collecting this Note or enforcing any of the security herefor, and agrees to any substitution, exchange or release of any such security or the release of any party primarily or secondarily liable hereon, and further agrees that it will not be necessary for any holder hereof, in order to enforce payment of this Note by them, to first institute suit or exhaust its remedies against any security herefor, and consents to any one or more extensions or postponements of time of payment of this Note on any terms or any other indulgences with respect thereto, without notice thereof to any of them. If this Note is collected by suit or through any judicial proceeding, or if this Note is not paid on at maturity and is placed in the hands of an attorney for collection, then Maker agrees to pay, in addition to all other amounts owing hereunder, the collection costs, court costs, and reasonable attorney's fees of Payee or other holder. Page 14 of 15 This Note shall be governed by and construed in accordance with the laws of Texas, without regard to principles of conflicts of laws. WEATHERFORD INTERNATIONAL LTD. By: /s/ Burt M. Martin -------------------------------------- Name: Burt M. Martin Title: Senior Vice President, General Counsel and Secretary Page 15 of 15 -----END PRIVACY-ENHANCED MESSAGE-----