Common use of Conditions Precedent to the Initial Credit Event Clause in Contracts

Conditions Precedent to the Initial Credit Event. The obligation of each Lender to make its initial Loan or the Issuing Bank to issue the initial Letter of Credit (whichever event shall first occur) for the account of the Borrower is subject to the following conditions: (a) The Administrative Agent shall have received the following: (i) this Agreement executed by each party hereto; (ii) the appropriate Notes of the Borrower, if any, payable to each applicable Lender, duly completed and executed and dated the Execution Date; (iii) a certificate of a Responsible Officer and of the secretary or an assistant secretary of each Obligor, dated the date of the initial Credit Event and certifying, inter alia, (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporation, each as amended and in effect, of such Person and the resolutions adopted by the Board of Directors of such Person (1) authorizing the execution, delivery and performance by such Person of this Agreement and the other Loan Documents to which it is or shall be a party and the borrowing of the Loans to be made, and the request for the Letters of Credit to be issued, hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall be delivered at or prior to the date of the initial Credit Event and (3) authorizing officers of such Person to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Person is a party and which shall be 39 delivered at or prior to the date of the initial Credit Event are true and correct in all material respects as of the date of the initial Credit Event, 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, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Person, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event from (A) Fulbright & Jaworski L.L.P., counsel to the Obligors, and (B) Conyers Dilx & Xxxxman, special Bermuda counsel to the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors; (v) letters from CT Corporation System in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT Corporation System to accept service of process in the State of New York on behalf of each Obligor that is not authorized to do business as a foreign corporation in the State of New York; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtained. (c) The Borrower shall have paid (i) to the Administrative Agent and the Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Execution Date, and (ii) to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date of the initial Credit Event. (d) The Administrative Agent shall have received a copy of the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued.

Conditions Precedent to the Initial Credit Event. The obligation of each Lender to make its initial Loan or the Issuing Bank to accept and purchase any Bankers' Acceptance or either Issuer to issue the initial Letter of Credit (whichever event shall first occur) for the account of the U.S. Borrower or the Canadian Borrower is subject to the following conditions: (a) The Administrative Agent Agents shall have received the following: (i) this Agreement executed by each party hereto; (ii) the appropriate Note or Notes of each of the Borrower, if any, payable to U.S. Borrower and the Canadian Borrower for each applicable Lender, duly completed and executed and dated the Execution Date; (iii) a certificate of a Responsible Officer and of the secretary or an assistant secretary of each ObligorObligor or of its (managing) general partner or managing member, as the case may be, dated the date of the initial Credit Event and certifying, inter alia, (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporationbylaws, each as amended and in effect, of such Person and the resolutions adopted by the Board of Directors of such Person (1) authorizing the execution, delivery and performance by such Person of this Agreement and the other Loan Documents to which it is or shall will be a party and the borrowing of the Loans to be made, made and the request for the Letters of Credit to be issuedissued hereunder and, in the case of the Canadian Borrower, the sale of the Bankers' Acceptances to be accepted and purchased hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event and (3) authorizing officers of such Person or of its (managing) general partner or managing member, as the case may be, to execute and deliver the Loan Documents to which it is or shall will be a party and any related documents, including including, any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person or of its (managing) general partner or managing member, as the case may be, executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Person is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, Person and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) favorable, signed opinions addressed to the Administrative Agent Agents and the Lenders dated the date of the initial Credit Event from (A) Fulbright & Jaworski L.L.P.Jawoxxxx X.X.P., counsel to the Obligors and (B) Milnxx Fenexxx, xxecial Canadian counsel to the Obligors, and (B) Conyers Dilx & Xxxxman, special Bermuda counsel to each given upon the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors; (v) letters from CT Corporation System System, Inc. in form and substance satisfactory to the Administrative Agent Agents and the Lenders evidencing the obligation of CT Corporation System System, Inc. to accept service of process in the State of New York Texas on behalf of each Obligor that is not authorized to do business as a foreign corporation in the State of New YorkTexas; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority (except that any such documents of the Canadian Borrower may be notarized rather than certified by such Governmental Authority) and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporationcorporation or other foreign entity, as applicable, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent Agents shall have received evidence satisfactory to it them that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Loans Loans, the Letters of Credit and the Bankers' Acceptances and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtained. (c) The Agents shall be satisfied that coincident with the initial Credit Event (a) the U.S. Borrower shall have terminated, and paid in full using the proceeds hereof all indebtedness outstanding under the 1998 Chase Credit Agreement and (ib) to the U.S. Borrower shall have terminated and paid in full all indebtedness under that certain Credit Agreement dated as of October 24, 1997, as amended, among Weatxxxxxxx Xxxerra, Inc., Bank of America National Trust and Savings Association, as documentation agent, the U.S. Administrative Agent Agent, as the administrative agent, and the Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Execution Date, and (ii) to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date of the initial Credit Eventlenders named therein. (d) The the U.S. Administrative Agent shall have received evidence satisfactory to it that the U.S. Borrower's Certificate of Merger evidencing the Merger has been accepted for filing by the Secretary of State of the State of Delaware; (e) A certificate signed by a Responsible Officer of the U.S. Borrower, in form and substance reasonably satisfactory to the U. S. Administrative Agent representing and warranting that (i) the Merger has been consummated in accordance with the terms and conditions set forth in the Merger Agreement (including any necessary consents to the Merger) and in compliance with all material Requirements of Law and attaching thereto a copy of any and all amendments to the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and Merger Agreement; (ii) from all shareholder approvals required for consummation of the Guarantor Merger have been obtained; (iii) all material third-party approvals required for consummation of the Merger have been obtained; (iv) all necessary material consents and Weatherford Canada Ltd. terminating approvals of and filings and registration with all Governmental Authorities required for consummation of the Amended Merger have been obtained, given, filed or taken and Restated Credit are in full effect and all waiting periods relating thereto have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon consummation of the Merger; and (v) the Merger Agreement dated has not been amended in any manner which is prejudicial to any Lender, except as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and consented to by the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accruedLenders.

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of each Lender to make its initial Loan or the Issuing Bank to issue the initial Letter Letters of Credit (whichever event hereunder shall first occur) for not become effective until the account date on which each of the Borrower following conditions is subject to the following conditionssatisfied or waived in accordance with Section 10.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the appropriate Notes of the Borrower, if any, Company and payable to each applicable the order of such Lender, duly completed and executed and dated the Execution Date; (iii) a certificate of a Responsible Officer an officer and of the secretary or an assistant secretary of each Obligorthe Delegate, dated the date of the initial Credit Event and certifying, inter alia, alia (A) true and complete copies of each of the memorandum limited liability company agreement of association and bye-laws or the bylaws and Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of such Person the Borrowers, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of such Person the Delegate (1) authorizing the execution, delivery and performance by such Person each Borrower of this Agreement and the other Loan Documents to which it is or shall will be a party and and, in the borrowing case of the Loans Company, the Borrowings to be made, made and the request for the Letters of Credit to be issued, issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event Borrowing Date and (3) authorizing officers of such Person the Delegate to execute and deliver the Loan Documents to which it such Borrower is or shall will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor Borrower in any each Loan Document to which such Person Borrower is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event Borrowing Date are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, Borrower and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event from (A) Fulbright & Jaworski L.L.P., counsel to the Obligors, and (B) Conyers Dilx & Xxxxman, special Bermuda counsel to the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors; (v) letters from CT Corporation System System, Inc. in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT Corporation System System, Inc. to accept service of process in the State of New York on behalf of each Obligor Borrower that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Borrowers, xxxxx xxon thx xxxxxxx instruction of the Borrowers; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, entity of each Obligor Borrower, the General Partner and the Delegate in each jurisdiction in which the ownership States of its properties or the conduct of its business requires such qualification Texas and where the failure to so qualify would, individually or collectively, have a Material Adverse EffectDelaware. (b) The Administrative Agent shall have received evidence satisfactory to it be reasonably satisfied that all material required consents and approvals of each any Governmental Authority and of each any other Person, if any, reasonably required Person in connection with (a) the Loans and (b) the execution, delivery and performance of transactions contemplated by this Agreement and the other Loan Documents Section 3.01 shall have been satisfactorily obtainedobtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Borrower Company shall have paid (i) to Wachovia Capital Markets LLC, Citigroup Global Markets, Inc., and the Administrative Agent and the Lenders, as applicable, all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date, and (ii) to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date of the initial Credit Event. (d) The Administrative Agent Existing Credit Agreements shall have received a copy of the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited been terminated and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, all amounts outstanding thereunder paid in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid . (e) The Company shall have paid to Andrews Kurth LLP pursuant to Section 10.03 all reasonable fees then accrued, and (ii) from xxx xxxxxxxxments invoiced to the Guarantor and Weatherford Canada Ltd. terminating Company on or prior to the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accruedExecution Date.

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of each Lender to make its initial Loan or the Issuing Bank Banks to issue the initial Letter Letters of Credit (whichever event hereunder shall first occur) for not become effective until the account date on which each of the Borrower following conditions is subject to the following conditionssatisfied or waived in accordance with Section 9.02: (a) The Administrative Agent shall have received the following, and unless otherwise indicated below, each dated the Effective Date: (i) this Agreement executed by each party hereto, dated the Execution Date to be effective on the Effective Date; (ii) the appropriate Notes of the BorrowerKMEP Guaranty executed by KMEP, if any, payable to each applicable Lender, duly completed and executed and dated the Execution Date to be effective on the Effective Date; (iii) the ETP Guaranty executed by ETP, dated the Execution Date to be effective on the Effective Date; (iv) if requested by any Lender, a Committed Note executed by the Company and payable to the order of such Lender; (v) a certificate of a Responsible Officer an officer and of the secretary or an assistant secretary of each Obligorthe Company, dated the date of the initial Credit Event and certifying, inter alia, alia (A) true and complete copies of each of the memorandum of association and bye-laws or the bylaws and certificate of incorporationformation and the limited liability company agreement of the Company, each as amended and in effect, of such Person the Company and the resolutions adopted by the Board of Directors Managers of such Person the Company (1) authorizing the execution, delivery and performance by such Person the Company of this Agreement and the other Loan Documents to which it is or shall be a party and and, the borrowing of the Loans Borrowings to be made, made and the request for the Letters of Credit to be issued, issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event Borrowing Date and (3) authorizing officers of such Person the Company (“Authorized Officers”) to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person the Company executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor the Company in any each Loan Document to which such Person it is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event Borrowing Date are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, the Company and (3) the absence of the occurrence and continuance of any Default or Event of DefaultDefault with respect to the Company; (ivvi) a certificate of an officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreement, each as amended and in effect, of the Company, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by KMEP of the KMEP Guaranty, (2) approving the forms of the KMEP Guaranty, and (3) authorizing officers of the Delegate to execute and deliver the KMEP Guaranty and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by KMEP in the KMEP Guaranty are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of KMEP and (3) the absence of the occurrence and continuance of any Default or Event of Default with respect to KMEP or any of its Subsidiaries or the Company; (vii) a certificate of an officer and of the secretary or an assistant secretary of ETP, certifying, inter alia (A) true and complete copies of the certificate of limited partnership agreement, as amended and in effect, of ETP, the limited partnership agreement, as amended and in effect, of ETP and the resolutions adopted by the Board of Directors of ETP (1) determining that the Company is an entity in which ETP holds a substantial interest and authorizing the execution, delivery and performance by ETP of the ETP Guaranty and (2) authorizing officers of ETP to execute and deliver the ETP Guaranty and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of ETP executing any documents on its behalf and (C) (1) that the representations and warranties made by ETP in the ETP Guaranty are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of ETP and (3) the absence of the occurrence and continuance of any Default or Event of Default with respect to ETP or any of its Subsidiaries; (viii) a favorable, signed opinions opinion addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event from (A) Fulbright Bxxxxxxxx & Jaworski L.L.P.Gxxxxxxx LLP, counsel to the ObligorsCompany, KMEP, the General Partner and (B) Conyers Dilx & Xxxxmanthe Delegate, special Bermuda counsel to given upon the Borrowxx, xxxh xxxen xxxx xxe express instruction of the ObligorsCompany, KMEP, the General Partner and the Delegate; (vix) letters from CT Corporation System in form and substance satisfactory a favorable, signed opinion addressed to the Administrative Agent and the Lenders evidencing from each of (A) Txx Xxxxx, General Counsel of ETP, and (B) Vxxxxx & Exxxxx LLP, counsel to ETP, given upon the obligation express instruction of CT Corporation System to accept service of process in the State of New York on behalf of each Obligor that is not authorized to do business as a foreign corporation in the State of New YorkETP; and (vix) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporationentity of the Company, KMEP, the General Partner, the Delegate and ETP in the States of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification Texas and where the failure to so qualify would, individually or collectively, have a Material Adverse EffectDelaware. (b) The Administrative Agent shall have received evidence satisfactory to it be reasonably satisfied that all material required consents and approvals of each any Governmental Authority and of each any other Person, if any, reasonably required Person in connection with (a) the Loans and (b) the execution, delivery and performance of transactions contemplated by this Agreement and the other Loan Documents Section 3.01 shall have been satisfactorily obtainedobtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) Each Lender shall have received all documentation and other information reasonably requested by it, through the Administrative Agent, in order to enable compliance with the applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the information described in Section 9.15. (d) The Borrower Company shall have paid (i) to the Administrative Agent RBS, RBSGC and the Lenders, as applicable, BTMU all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date, and . (iie) The Company shall have paid to Andrews & Kurth, L.L.P. Axxxxxx Xxxxx LLP pursuant to Section 12.03 9.03 all reasonable fees and disbursxxxxxx invxxxxx at disbursements invoiced to the Company on or before 10:00 a.m. (New York City time) on prior to the Execution Date by said firm to the Borrower, on the date of the initial Credit EventDate. (d) The Administrative Agent shall have received a copy of the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued.

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of each Lender to make its initial Loan or the Issuing Bank Banks to issue the initial Letter Letters of Credit (whichever event hereunder shall first occur) for not become effective until the account date on which each of the Borrower following conditions is subject to the following conditionssatisfied or waived in accordance with Section 10.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the appropriate Notes of the Borrower, if any, Company and payable to each applicable the order of such Lender, duly completed and executed and dated the Execution Date; (iii) a certificate of a Responsible Officer an officer and of the secretary or an assistant secretary of each Obligorthe Delegate, dated the date of the initial Credit Event and certifying, inter alia, alia (A) true and complete copies of each of the memorandum limited liability company agreement of association and bye-laws or the bylaws and Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreement, each as amended and in effect, of such Person the Company, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of such Person the Delegate (1) authorizing the execution, delivery and performance by such Person the Company of this Agreement and the other Loan Documents to which it is or shall be a party and and, the borrowing of the Loans Borrowings to be made, made and the request for the Letters of Credit to be issued, issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event Borrowing Date and (3) authorizing officers of such Person the Delegate to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor the Company in any each Loan Document to which such Person is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event Borrowing Date are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, the Company and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event from (A) Fulbright & Jaworski L.L.P., counsel to the Obligors, and (B) Conyers Dilx & Xxxxman, special Bermuda counsel to the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors; (v) letters from CT Corporation System System, Inc. in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT Corporation System System, Inc. to accept service of process in the State of New York on behalf of each Obligor that is not authorized the Company; (v) a favorable, signed opinion addressed to do business as a foreign corporation in the State Administrative Agent and the Lenders from Bracewell & Giuliani LLP, counsel to the Company, givex xxxx xxe xxxxxxx instruction of New Yorkthe Company; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporationentity of the Company, the General Partner and the Delegate in the States of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification Texas and where the failure to so qualify would, individually or collectively, have a Material Adverse EffectDelaware. (b) The Administrative Agent shall have received evidence satisfactory to it be reasonably satisfied that all material required consents and approvals of each any Governmental Authority and of each any other Person, if any, reasonably required Person in connection with (a) the Loans and (b) the execution, delivery and performance of transactions contemplated by this Agreement and the other Loan Documents Section 3.01 shall have been satisfactorily obtainedobtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Borrower Company shall have paid (i) to the Administrative Agent Citibank and the Lenders, as applicable, Wachovia all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date, and (ii) to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date of the initial Credit Event. (d) The Administrative Agent Company shall have received a copy of paid to Andrews Kurth LLP pursuant to Section 10.03 all reasonable fees xxx xxxxxxxxxents invoiced to the irrevocable notice (i) from Company on or prior to the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accruedExecution Date.

Conditions Precedent to the Initial Credit Event. The obligation of each Lender to make its initial Loan or the Issuing Bank to issue the initial Letter of Credit (whichever event shall first occur) for under the account of the Borrower Existing Credit Agreement as amended and restated hereby is subject to the following conditions: (a) The Administrative Agent shall have received the following, each dated the initial Borrowing Date, except for the Loan Documents described in clauses (i) through (v) below which shall be dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Note executed by the appropriate Notes of the Borrower, if any, Company and payable to each applicable the order of such Lender, duly completed and executed and dated the Execution Date; (iii) a certificate of a Responsible Officer an officer and of the secretary or an assistant secretary of each ObligorLoan Party or its general partner or managing member, dated the date of the initial Credit Event and as applicable, certifying, inter alia, (A) true and complete copies of each of the memorandum of association and bye-laws certificate or the bylaws and certificate articles of incorporation, each partnership agreement or articles of organization, as the case may be, as amended and in effect, of such Person Loan Party and of its general partner or managing member, if any, the bylaws, as amended and in effect, of such Loan Party and the resolutions adopted by the Board of Directors of such Person Loan Party or its general partner or managing member (1) authorizing the execution, delivery and performance by such Person Loan Party of this Agreement and the other Loan Documents to which it is or shall will be a party and and, in the borrowing case of the Loans Company, the Borrowings to be made, made and the request for the Letters of Credit to be issued, issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event Borrowing Date and (3) authorizing officers of such Person Loan Party or its general partner or managing member to execute and deliver the Loan Documents to which it such Loan Party is or shall will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person Loan Party or its general partner or managing member executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor Loan Party in any each Loan Document to which such Person Loan Party is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event Borrowing Date are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, Person and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event from (A) Fulbright & Jaworski L.L.P., counsel to the Obligors, and (B) Conyers Dilx & Xxxxman, special Bermuda counsel to the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors; (v) letters from CT Corporation System System, Inc. in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT Corporation System System, Inc. to accept service of process in the State of New York on behalf of each Obligor Loan Party that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from each of (A) Xxxxxxxx & Xxxxxx L.L.P., counsel to the Loan Parties, given upon the express instruction of the Loan Parties, and (B) Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx, special Louisiana counsel to XXXX, given upon the express instruction of XXXX and the Company; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, partnership or limited liability company, as applicable, of each Obligor Loan Party in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure so to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence satisfactory to it be reasonably satisfied that all material required consents and approvals of each any applicable Governmental Authority and of each any other Person, if any, reasonably required Person in connection with (a) the Loans and (b) the execution, delivery and performance of transactions contemplated by this Agreement and the other Loan Documents Section 3.01 shall have been satisfactorily obtainedobtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect), and all applicable waiting periods shall have expired (or been waived) without any action being taken by any Governmental Authority. (c) The Borrower All agreements relating to, and the organizational structure of, the Loan Parties, and all organic documents of the Loan Parties, shall have paid (i) be reasonably satisfactory to the Administrative Agent and the Lenders, as applicable, Syndication Agent. (d) The Company shall have paid to First Union Capital Markets and First Union National Bank all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date, and . (iie) The Company shall have paid to Andrews Xxxxxxx & Kurth, Xxxxx L.L.P. pursuant to Section 12.03 11.03 all reasonable fees and disbursxxxxxx invxxxxx at disbursements invoiced to the Company on or before 10:00 a.m. (New York City time) on prior to the Execution Date by said firm to the Borrower, on the date of the initial Credit EventDate. (d) The Administrative Agent shall have received a copy of the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued.

Conditions Precedent to the Initial Credit Event. The obligation of each Lender to make its initial Loan or the Issuing Bank to issue the initial Letter of Credit (whichever event shall first occur) for the account obligations of the Borrower is Banks hereunder to continue, renew, and extend the revolving loans made and existing pursuant to the Existing Credit Agreement on the Closing Date (such renewal and extension, the "Initial Credit Event") are subject to the following conditionsconditions precedent: (a) The Administrative Agent General Partner and the Borrowers shall have received the following: (i) this Agreement executed by each party hereto; (ii) the appropriate Notes of the Borrower, if any, payable to each applicable Lender, duly completed and executed and dated the Execution Date; (iii) a certificate of a Responsible Officer and of the secretary or an assistant secretary of each Obligor, dated the date of the initial Credit Event and certifying, inter alia, (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporation, each as amended and in effect, of such Person and the resolutions adopted by the Board of Directors of such Person (1) authorizing the execution, delivery and performance by such Person of this Agreement and delivered the other Loan Documents to which it is or shall be a party and the borrowing of the Loans to be made, and the request for the Letters of Credit to be issued, hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall be delivered at or prior same to the date of the initial Credit Event and (3) authorizing officers of such Person to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Person is a party and which shall be 39 delivered at or prior to the date of the initial Credit Event are true and correct in all material respects as of the date of the initial Credit Event, 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, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Person, and (3) the absence of the occurrence and continuance of any Default or Event of DefaultAgent; (iv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event from (A) Fulbright & Jaworski L.L.P., counsel to the Obligors, and (B) Conyers Dilx & Xxxxman, special Bermuda counsel to the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors; (v) letters from CT Corporation System in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT Corporation System to accept service of process in the State of New York on behalf of each Obligor that is not authorized to do business as a foreign corporation in the State of New York; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence satisfactory a certificate (the "Closing Date Pricing Certificate") dated the Closing Date (i) stating that a copy of the financial statements of the Operating Partnership and its Subsidiaries for the quarter ending June 30, 1996 and referred to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents Section 5.05 have been satisfactorily obtainedpreviously delivered to the Agent and setting forth the Cash Flow/Interest Coverage Pricing Ratio for purposes of Section 2.07(d). (c) The Borrower Agent shall have paid received the Certificate of the Secretary or Assistant Secretary of the General Partner (i) to certifying the Administrative Agent corporate resolutions authorizing the transactions contemplated by this Agreement, together with an incumbency certificate in respect of the officers executing this Agreement and the Lenders, as applicable, all fees and expenses agreed upon by such parties any other Credit Documents to be paid executed on or prior to the Execution Closing Date, ; and (ii) to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date confirming that each of the initial documents described below has not been amended, modified, revoked, terminated, rescinded or otherwise changed since the "Closing Date" (as defined in the Existing Credit Event.Agreement): (A) the Certificate of Incorporation of the General Partner; (B) the MLP Partnership Agreement; (C) the Services Partnership Agreement; and (D) the Operating Partnership Agreement; (d) The Administrative Banks shall have received the opinion of Andrxxx & Xurtx, X.L.P., special counsel for the General Partner and the Borrowers, dated the Closing Date, in a form reasonably acceptable to the Banks; (e) The Agent shall have been paid its fees as set forth in that certain commitment letter dated June 12, 1996. (f) The Borrowers shall have certified that the value of the Qualifying Securities in which the Collateral Agent will have a first perfected security interest contemporaneously with the occurrence of the Initial Credit Event shall be no less than the Required Collateral Amount; (g) The Trust Agreement shall be in full force and effect and shall constitute the valid and binding obligation of the Operating Partnership and the Trustee and no default on the part of the Operating Partnership shall exist thereunder; (h) Each Mortgage shall be in full force and effect and shall: (i) constitute the valid and binding obligation of the Operating Partnership and (ii) (A) constitute a valid first mortgage lien of record on the real property and all other interests described therein which may be subjected to a mortgage lien, subject only to Permitted Encumbrances; and (B) constitute a valid assignment of, and create a valid, presently effective security interest of record in, the pipelines, equipment and all other interests (other than real property interests) described therein, subject to no prior security interest in any such property other than as specifically permitted therein, and no default on the part of the Operating Partnership shall exist thereunder; (i) Each of the Partnership Agreements shall be in full force and effect, shall constitute the legal, valid and binding obligations of the respective parties thereto, and no default or accrued right of termination on the part of any of the parties thereto shall exist thereunder as of the Closing Date; (j) Mayex, Xxowx & Xlatx xxxll have delivered its opinion to the Agent, the Banks and the Collateral Agent in form and substance reasonably satisfactory to the Agent; and (k) All proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to the Agent and its counsel, and the Banks, the Agent, and the Collateral Agent shall have received a copy all such counterpart originals or certified or other copies of the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated such documents as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accruedthey may reasonably request.

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of each Lender to make its initial Loan or the Issuing Bank Banks to issue the initial Letter Letters of Credit (whichever event hereunder shall first occur) for not become effective until the account date on which each of the Borrower following conditions is subject to the following conditionssatisfied or waived in accordance with Section 10.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note or a Swingline Note, as applicable, executed by the appropriate Notes of the Borrower, if any, Company and payable to each applicable the order of such Lender, duly completed and executed and dated the Execution Date; (iii) a certificate of a Responsible Officer an officer and of the secretary or an assistant secretary of each Obligorthe Delegate, dated the date of the initial Credit Event and certifying, inter alia, alia (A) true and complete copies of each of the memorandum limited liability company agreement of association and bye-laws or the bylaws and Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of such Person the Borrowers, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of such Person the Delegate (1) authorizing the execution, delivery and performance by such Person each Borrower of this Agreement and the other Loan Documents to which it is or shall will be a party and and, in the borrowing case of the Loans Company, the Borrowings to be made, made and the request for the Letters of Credit to be issued, issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event Borrowing Date and (3) authorizing officers of such Person the Delegate to execute and deliver the Loan Documents to which it such Borrower is or shall will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor Borrower in any each Loan Document to which such Person Borrower is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event Borrowing Date are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, Borrower and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event from (A) Fulbright & Jaworski L.L.P., counsel to the Obligors, and (B) Conyers Dilx & Xxxxman, special Bermuda counsel to the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors; (v) letters from CT C T Corporation System System, in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT C T Corporation System to accept service of process in the State of New York on behalf of each Obligor Borrower that is not authorized to do business as a foreign corporation in the State of New York; and; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Xxxxxxxxx & Xxxxxxxx LLP, counsel to the Borrowers, the General Partner and the Delegate, given upon the express instruction of such Persons; (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, entity of each Obligor Borrower, the General Partner and the Delegate in each jurisdiction in which the ownership States of its properties or Texas and Delaware; and (vii) a completed Notice of Account Designation executed by the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse EffectCompany. (b) The Administrative Agent shall have received evidence satisfactory to it be reasonably satisfied that all material required consents and approvals of each any Governmental Authority and of each any other Person, if any, reasonably required Person in connection with (a) the Loans and (b) the execution, delivery and performance of transactions contemplated by this Agreement and the other Loan Documents Section 3.01 shall have been satisfactorily obtainedobtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Borrower Company shall have paid (i) to Xxxxx Fargo Securities, LLC, Barclays Bank PLC, Citigroup Global Markets, Inc., DNB Markets, Inc., X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, and the Administrative Agent and the Lenders, as applicable, all fees and expenses pursuant to the Fee Letters agreed upon by such parties to be paid on or prior to the Execution Date, and (ii) to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date of the initial Credit Event. (d) All of the lenders party to the Existing Credit Agreement are Lenders hereunder or have been replaced in accordance with the Existing Credit Agreement. (e) The Administrative Agent Company shall have received a copy of paid to Xxxxxxx Xxxxx LLP pursuant to Section 10.03 all reasonable fees and disbursements invoiced to the irrevocable notice (i) from Company on or prior to the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accruedExecution Date.

Conditions Precedent to the Initial Credit Event. The obligation of each Lender to make its initial any Loan on or after the Issuing Bank to issue the initial Letter of Credit (whichever event shall first occur) date hereof for the account of the either Borrower is subject to the following conditions: (a) The Administrative Agent shall have received the following: (i) this Agreement executed by each party hereto; (ii) the appropriate Notes of the BorrowerBorrowers, if any, payable to each applicable Lender, duly completed and executed and dated the Execution Effective Date; (iii) a certificate of a Responsible Officer of WIL, dated the Effective Date, certifying (which certifications shall constitute representations and warranties made by WIL to the Lenders and the Administrative Agent hereunder) that, as of the Effective Date, (A) except for actions, suits or proceedings described in the filings made by WIL with the Securities and Exchange Commission pursuant to the Exchange Act, (1) there are no actions, suits or proceedings pending or, to the best knowledge of WIL, threatened against any Obligor or against any of their respective properties or assets that are reasonably likely to have (individually or collectively) a Material Adverse Effect and (2) to the best knowledge of WIL, there are no actions, suits or proceedings pending or threatened that purport to affect or pertain to the Loan Documents, any transactions contemplated thereby or the Acquisition; and (B) there has been no material adverse change since December 31, 2004 in the financial condition, business or operations of WIL and its Subsidiaries taken as a whole which could reasonably be expected to have a Material Adverse Effect; (iv) a certificate of a Responsible Officer and of the secretary or an assistant secretary of each Obligor, dated the date of the initial Credit Event hereof and certifying, inter alia, alia (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporationincorporation or other organizational documents, each as amended and in effect, of such Person Obligor and the resolutions adopted by the Board of Directors of such Person Obligor (1) authorizing the execution, delivery and performance by such Person Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and the borrowing of the Loans to be made, made hereunder and the request for the Letters of Credit to be issued, hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall be delivered at or prior to the date of the initial Credit Event and (3) authorizing officers of such Person Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person Obligor executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Person Obligor is a party and which shall be 39 delivered at or prior to the date of the initial Credit Event Effective Date are true and correct in all material respects as of the date of the initial Credit EventEffective 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, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such PersonObligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (ivv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event Effective Date from (A) Fulbright & Jaworski L.L.P., counsel to the Obligors, and (B) Conyers Dilx Dill & XxxxmanPeaxxxx, special xxecial Bermuda counsel to WIL, and (C) Xxxxxxx Xxx Firx, xxxxial Hungarian counsel to HOC, each given upon the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligorsapplicable Obligor; (vvi) one or more letters from CT Corporation System in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT Corporation System to accept service of process in the State of New York on behalf of each Obligor that is not authorized to do business as a foreign corporation in the State of New York; and; (vivii) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect; and (viii) an executed copy of the Acquisition Document (including all exhibits, schedules and supplements thereto), accompanied by a certificate of a Responsible Officer of WIL to the effect that such copy is true and complete as of the Effective Date. (b) The Administrative Agent shall have received evidence satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtained. (c) The Borrower Borrowers shall have paid (i) to the Administrative Agent and the Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Execution Effective Date, and (ii) to Andrews & Kurth, Baker Botts L.L.P. pursuant to Section 12.03 11.03 all fees and disbursxxxxxx invxxxxx disbursementx xxxoxxxx at or before 10:00 a.m. (New York City time) on the Execution Effective Date by said firm to the BorrowerBorrowers, on the date of the initial Credit EventEffective Date. (d) The Lenders shall have received, sufficiently in advance of the Effective Date, all documentation and other information requested in writing by the Administrative Agent shall have received a copy or any Lender and required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation, the United States PATRIOT Act (Title III of the irrevocable notice Pub. L. 107-56 (i) from the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April signed into law October 26, 2001)), as amendedincluding, among such Personswithout limitation, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, information described in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accruedSection 11.20.

Conditions Precedent to the Initial Credit Event. The obligation of each Lender to make its initial Loan or the Issuing Bank to issue the initial Letter of Credit (whichever event shall first occur) for the account of the Borrower is subject to the following conditions: (a) The Administrative Agent shall have received the following, each dated the initial Borrowing Date, except for the Loan Documents described in clauses (i) through (v) below which shall be dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Note executed by the appropriate Notes of the Borrower, if any, Company and payable to each applicable the order of such Lender, duly completed and executed and dated the Execution Date; (iii) the Company Security Agreement executed by the Company; (iv) the Subsidiary Guarantors Security Agreements executed by the respective Subsidiary Guarantors party thereto; (v) the Intercompany Notes executed by the respective Subsidiary Guarantors makers thereof; (vi) a certificate of a Responsible Officer an officer and of the secretary or an assistant secretary of each ObligorLoan Party or its general partner or managing member, dated the date of the initial Credit Event and as applicable, certifying, inter alia, (A) true and complete copies of each of the memorandum of association and bye-laws certificate or the bylaws and certificate articles of incorporation, each partnership agreement or articles of organization, as the case may be, as amended and in effect, of such Person Loan Party and of its general partner or managing member, if any, the bylaws, as amended and in effect, of such Loan Party and the resolutions adopted by the Board of Directors of such Person Loan Party or its general partner or managing member (1) authorizing the execution, delivery and performance by such Person Loan Party of this Agreement and the other Loan Documents to which it is or shall will be a party and and, in the borrowing case of the Loans Company, the Borrowings to be made, made and the request for the Letters of Credit (other than the Existing Letter of Credit) to be issued, issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event Borrowing Date and (3) authorizing officers of such Person Loan Party or its general partner or managing member to execute and deliver the Loan Documents to which it such Loan Party is or shall will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person Loan Party or its general partner or managing member executing any documents on its behalf and behalf, (C) (1) that the representations and warranties made by such Obligor Loan Party in any each Loan Document to which such Person Loan Party is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event Borrowing Date are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, Person and (3) the absence of the occurrence and continuance of any Default or Event of DefaultDefault and (D) in the case of the Company, that the OLP "A" Refinancing has occurred and, in the case of the Company and the Subsidiary Borrower, that the OLP "B" Refinancing has occurred; (ivvii) favorable, signed opinions addressed to satisfactory evidence that the Administrative Agent OLP "A" Loan Agreement and the Lenders dated Subsidiary Borrower Credit Agreement have been terminated and that the date of the initial Credit Event from (OLP "A) Fulbright & Jaworski L.L.P., counsel to the Obligors, and (B) Conyers Dilx & Xxxxman, special Bermuda counsel to the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors" First Mortgage Notes have been prepaid in full; (vviii) letters from CT Corporation System System, Inc. in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT Corporation System System, Inc. to accept service of process in the State of New York on behalf of each Obligor Loan Party that is not authorized to do business as a foreign corporation in the State of New York; (ix) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Xxxxxxxx & Xxxxxx L.L.P., counsel to the Loan Parties, given upon the express instruction of the Loan Parties; and (vix) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, partnership or limited liability company, as applicable, of each Obligor Loan Party in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure so to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence received, in form and substance satisfactory to it that all material consents the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction in which each Governmental Authority and Loan party to a Security Document has its place of business (or if such Loan Party has more than one place of business, the jurisdiction of its chief executive office); and (ii) duly executed Uniform Commercial Code financing statements for each other Person, if any, reasonably required appropriate jurisdiction as is necessary to perfect the Lien of Administrative Agent in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtainedCollateral. (c) The Borrower Administrative Agent shall have paid received (ia) all of the certificates evidencing outstanding shares of stock of KMNGL described on Schedule I to the Subsidiary Guarantors Security Agreement executed by OLP "A" together with related stock powers executed in blank by OLP "A", (b) the Intercompany Notes, endorsed in blank by the Company, and (c) if certificated, all of the member interests of KMCO2 described in Schedule I to the Subsidiary Guarantors Security Agreement, executed by OLP "A" together with related stock powers executed in blank by OLP "A". (d) All Collateral in which the Administrative Agent shall, at such time, be entitled to have a Lien pursuant to the Security Documents shall have been physically delivered to the Administrative Agent and the Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Execution Date, and (ii) extent possession by the Administrative Agent is necessary to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date of the initial Credit Eventperfect a Lien in such Collateral. (de) The Administrative Agent shall have received a copy Notice of Account Designation. (f) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any applicable Governmental Authority and any other Person in connection with the irrevocable notice transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (i) from except where the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among failure to obtain such Persons, BankOne, NA, as administrative agentapprovals would not have a Material Adverse Effect), and the other parties thereto, and directing such administrative agent to prepay all applicable waiting periods shall have expired (or been waived) without any action being taken by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accruedGovernmental Authority.

Conditions Precedent to the Initial Credit Event. The obligation obligations of each Lender the Lenders to make its initial Loan or Loans hereunder shall not become effective until the Issuing Bank to issue the initial Letter of Credit (whichever event shall first occur) for the account date on which each of the Borrower following conditions is subject to the following conditionssatisfied or waived in accordance with Section 10.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note executed by the appropriate Notes of the Borrower, if any, Borrower and payable to each applicable the order of such Lender, duly completed and executed and dated the Execution Date; (iii) a certificate of a Responsible Officer an officer and of the secretary or an assistant secretary of each Obligorthe Delegate, dated the date of the initial Credit Event and certifying, inter alia, alia (A) true and complete copies of each of the memorandum limited liability company agreement of association and bye-laws or the bylaws and Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreement, each as amended and in effect, of such Person the Borrower, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of such Person the Delegate (1) authorizing the execution, delivery and performance by such Person the Borrower of this Agreement and the other Loan Documents to which it is or shall will be a party and and, in the borrowing case of the Loans Borrower, the Borrowings to be made, and the request for the Letters of Credit to be issued, made hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event Borrowing Date and (3) authorizing officers of such Person the Delegate to execute and deliver the Loan Documents to which it the Borrower is or shall will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor the Borrower in any each Loan Document to which such Person the Borrower is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event Borrowing Date are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, the Borrower and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event a letter from (A) Fulbright & Jaworski L.L.P., counsel to the Obligors, and (B) Conyers Dilx & Xxxxman, special Bermuda counsel to the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors; (v) letters from CT C T Corporation System in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT C T Corporation System System, Inc. to accept receive and forward service of process in the State of New York on behalf of each Obligor that is not authorized the Borrower; (v) a favorable, signed opinion addressed to do business as a foreign corporation in the State Administrative Agent and the Lenders from Xxxxxxxxx & Xxxxxxxx LLP, counsel to the Borrower, the General Partner and the Delegate, given upon the express instruction of New York; andsuch Persons; (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporationentity of the Borrower, the General Partner and the Delegate in the States of each Obligor in each jurisdiction in which Texas and Delaware; (vii) a completed Notice of Account Designation executed by the ownership Borrower; and (viii) written evidence from the Borrower that the Contribution Agreement, dated contemporaneously with this Agreement, by and between Xxxxxx Xxxxxx Inc. and certain of its properties subsidiaries as the seller and the Borrower as the buyer has been fully executed and all conditions precedent to closing thereunder (other than payment) shall have been, or the conduct of its business requires such qualification and where the failure to so qualify wouldshall substantially concurrently be, individually satisfied or collectively, have a Material Adverse Effectwaived. (b) The Administrative Agent shall have received evidence satisfactory to it be reasonably satisfied that all material required consents and approvals of each any Governmental Authority and of each any other Person, if any, reasonably required Person in connection with (a) the Loans and (b) the execution, delivery and performance of transactions contemplated by this Agreement and the other Loan Documents Section 3.01 shall have been satisfactorily obtainedobtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Borrower shall have paid (i) to the Administrative Agent and the LendersXxxxx Fargo Securities, as applicable, LLC all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date, and (ii) to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date of the initial Credit Event. (d) The Administrative Agent Borrower shall have received a copy of paid to Xxxxxxx Xxxxx LLP pursuant to Section 10.03 all reasonable fees and disbursements invoiced to the irrevocable notice (i) from Borrower on or prior to the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accruedExecution Date.

Conditions Precedent to the Initial Credit Event. The obligation of each Lender to make its initial any Loan on or after the date hereof or the Issuing Bank to issue the initial any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of the either Borrower is subject to the following conditions: (a) The Administrative Agent shall have received the following: (i) this Agreement executed by each party hereto; (ii) the appropriate Notes of the BorrowerBorrowers, if any, payable to each applicable Lender, duly completed and executed and dated the Execution Date; (iii) a certificate of a Responsible Officer and of the secretary or an assistant secretary of each Obligor, dated the date of the initial Credit Event hereof and certifying, inter alia, alia (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporationincorporation or other organizational documents, each as amended and in effect, of such Person and the resolutions adopted by the Board of Directors of such Person (1) authorizing the execution, delivery and performance by such Person of this Agreement and the other Loan Documents to which it is or shall be a party and the borrowing of the Loans to be made, and the request for the Letters of Credit to be issued, hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall be delivered at or prior to the date of the initial Credit Event and (3) authorizing officers of such Person to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Person is a party and which shall be 39 delivered at or prior to the date of the initial Credit Event are true and correct in all material respects as of the date of the initial Credit Event, 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, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Person, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event Execution Date from (A) Fulbright & Jaworski Jxxxxxxx L.L.P., counsel to the Obligors, and (B) Conyers Dilx Cxxxxxx Dxxx & XxxxmanPxxxxxx, special Bermuda counsel to WIL, and (C) Reti, Antall & Mxxx Xxxxxxxx, special Hungarian counsel to HOC, each given upon the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors; (v) letters from CT Corporation System in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT Corporation System to accept service of process in the State of New York on behalf of each Obligor that is not authorized to do business as a foreign corporation in the State of New York; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtained. (c) The Borrower Borrowers shall have paid (i) to the Administrative Agent and the Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Execution Date, and (ii) to Andrews & Kurth, L.L.P. Axxxxxx Xxxxx LLP pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx disbursements invoiced at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date of the initial Credit Event. (d) The Administrative Agent shall have received a copy of the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued.

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of each Lender to make its initial Loan or the Issuing Bank Banks to issue the initial Letter Letters of Credit (whichever event hereunder shall first occur) for not become effective until the account date on which each of the Borrower following conditions is subject to the following conditionssatisfied or waived in accordance with Section 9.02: (a) The Administrative Agent shall have received the following, and unless otherwise indicated below, each dated the Effective Date: (i) this Agreement executed by each party hereto, dated the Execution Date to be effective on the Effective Date; (ii) the appropriate Notes of the BorrowerKMEP Guaranty executed by KMEP, if any, payable to each applicable Lender, duly completed and executed and dated the Execution Date to be effective on the Effective Date; (iii) the ETP Guaranty executed by ETP, dated the Execution Date to be effective on the Effective Date; (iv) if requested by any Lender, a Committed Note executed by the Company and payable to the order of such Lender; (v) a certificate of a Responsible Officer an officer and of the secretary or an assistant secretary of each Obligorthe Company, dated the date of the initial Credit Event and certifying, inter alia, alia (A) true and complete copies of each of the memorandum of association and bye-laws or the bylaws and certificate of incorporationformation and the limited liability company agreement of the Company, each as amended and in effect, of such Person and the resolutions adopted by the Board of Directors Managers of such Person the Company (1) authorizing the execution, delivery and performance by such Person the Company of this Agreement and the other Loan Documents to which it is or shall be a party and and, the borrowing of the Loans Borrowings to be made, made and the request for the Letters of Credit to be issued, issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event Borrowing Date and (3) authorizing officers of such Person the Company (“Authorized Officers”) to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person the Company executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor the Company in any each Loan Document to which such Person it is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event Borrowing Date are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, the Company and (3) the absence of the occurrence and continuance of any Default or Event of DefaultDefault with respect to the Company; (ivvi) a certificate of an officer and of the secretary or an assistant secretary of the KMEP Delegate, certifying, inter alia (A) true and complete copies of each of certificate of formation and limited liability company agreement of the KMEP Delegate, the certificate of incorporation and the bylaws, of the KMEP General Partner, the certificate of limited partnership and the limited partnership agreement of KMEP, each as amended and in effect, and the resolutions adopted by the KMEP Delegate (1) authorizing the execution, delivery and performance by KMEP of the KMEP Guaranty, (2) approving the forms of the KMEP Guaranty, and (3) authorizing officers of KMEP to execute and deliver the KMEP Guaranty and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of KMEP executing any documents on its behalf and (C) (1) that the representations and warranties made by KMEP in the KMEP Guaranty are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of KMEP and (3) the absence of the occurrence and continuance of any Default or Event of Default with respect to KMEP or any of its Subsidiaries; (vii) a certificate of an officer and of the secretary or an assistant secretary of ETP, certifying, inter alia (A) true and complete copies of each of the certificate of limited partnership and the limited partnership agreement of ETP, each as amended and in effect, and the resolutions adopted by the ETP General Partner (1) determining that the Company is an entity in which ETP holds a substantial interest and authorizing the execution, delivery and performance by ETP of the ETP Guaranty and (2) authorizing officers of ETP to execute and deliver the ETP Guaranty and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of ETP executing any documents on its behalf and (C) (1) that the representations and warranties made by ETP in the ETP Guaranty are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of ETP and (3) the absence of the occurrence and continuance of any Default or Event of Default with respect to ETP or any of its Subsidiaries; (viii) a favorable, signed opinions opinion addressed to the Administrative Agent and the Lenders dated the date from each of the initial Credit Event from (A) Fulbright & Jaworski L.L.P.Xxx Xxxxx, counsel to the ObligorsGeneral Counsel of ETP, and (B) Conyers Dilx Xxxxxx & XxxxmanXxxxxx LLP, special Bermuda counsel to the BorrowxxCompany and ETP, xxxh xxxen xxxx xxe given upon the express instruction of the ObligorsCompany and ETP; (vix) letters from CT Corporation System in form and substance satisfactory a favorable, signed opinion addressed to the Administrative Agent and the Lenders evidencing from Xxxxxxxxx & Xxxxxxxx LLP, counsel to KMEP, the obligation KMEP General Partner and the KMEP Delegate, given upon the express instruction of CT Corporation System to accept service of process in KMEP, the State of New York on behalf of each Obligor that is not authorized to do business as a foreign corporation in KMEP General Partner and the State of New YorkKMEP Delegate; and (vix) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporationentity of the Company, KMEP, the KMEP General Partner and ETP in the States of each Obligor Texas and Delaware and certificates of appropriate public officials as to existence and good standing of the KMEP Delegate in each jurisdiction in which the ownership State of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse EffectDelaware. (b) The Administrative Agent shall have received evidence satisfactory to it that all material consents of each Governmental Authority (i) audited financial statements for KMEP and of each other Personits subsidiaries and ETP and its subsidiaries for the period ended December 31, if any, reasonably required in connection with (a) the Loans 2008 and (bii) unaudited financial statements for each Guarantor and its subsidiaries for the execution, delivery and performance of this Agreement and the other Loan Documents most recently ended quarterly period if such financial statements have been satisfactorily obtainedfiled with the SEC. (c) The Borrower Administrative Agent shall be reasonably satisfied that all required consents and approvals of any Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (d) Each Lender shall have received all documentation and other information reasonably requested by it, through the Administrative Agent, in order to enable compliance with the applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the information described in Section 9.15. (e) The Company shall have paid (i) to the Administrative Agent RBS, RBSI and the Lenders, as applicable, Barclays all fees and expenses (including but not limited to arrangement and upfront fees) pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date, and (ii) to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date of the initial Credit Event. (d) The Administrative Agent shall have received a copy of the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued.

Conditions Precedent to the Initial Credit Event. The obligation of each Lender to make its initial Loan or the Issuing Bank to issue the initial Letter of Credit (whichever event shall first occur) for the account of the Borrower hereunder is subject to the following conditions: (a) The Administrative Agent shall have received the following, each dated the initial Borrowing Date, except for the Loan Documents described in clauses (i) through (v) below which shall be dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Revolving Note and a Competitive Note executed by the appropriate Notes of the Borrower, if any, Company and payable to each applicable the order of such Lender, duly completed and executed and dated the Execution Date; (iii) a certificate of a Responsible Officer an officer and of the secretary or an assistant secretary of each Obligorthe General Partner, dated the date of the initial Credit Event and certifying, inter alia, (A) true and complete copies of each of the memorandum of association and bye-laws or the bylaws and certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of such Person the Borrowers, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of such Person the General Partner (1) authorizing the execution, delivery and performance by such Person each Borrower of this Agreement and the other Loan Documents to which it is or shall will be a party and and, in the borrowing case of the Loans Company, the Borrowings to be made, made and the request for the Letters of Credit to be issued, issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event Borrowing Date and (3) authorizing officers of such Person the General Partner to execute and deliver the Loan Documents to which it such Borrower is or shall will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person the General Partner executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor Borrower in any each Loan Document to which such Person Borrower is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event Borrowing Date are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, Borrower and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event from (A) Fulbright & Jaworski L.L.P., counsel to the Obligors, and (B) Conyers Dilx & Xxxxman, special Bermuda counsel to the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors; (v) letters from CT Corporation System System, Inc. in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT Corporation System System, Inc. to accept service of process in the State of New York on behalf of each Obligor Borrower that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Xxxxxxxx & Xxxxxx L.L.P., counsel to the Borrowers, given upon the express instruction of the Borrowers; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, partnership of each Obligor Borrower in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure so to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence satisfactory to it be reasonably satisfied that all material required consents and approvals of each any applicable Governmental Authority and of each any other Person, if any, reasonably required Person in connection with (a) the Loans and (b) the execution, delivery and performance of transactions contemplated by this Agreement and the other Loan Documents Section 3.01 shall have been satisfactorily obtainedobtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect), and all applicable waiting periods shall have expired (or been waived) without any action being taken by any Governmental Authority. (c) The Borrower All agreements relating to, and the organizational structure of, the Company and the Subsidiaries, and all organic documents of the Company and the Subsidiaries, shall have paid (i) be reasonably satisfactory to the Administrative Agent and the LendersSyndication Agent. (d) The Company shall have paid to First Union Capital Markets Corp., as applicableBanc of America Securities LLC, the Administrative Agent and the Syndication Agent all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date, . (e) The Existing Credit Agreement shall have been terminated and all amounts outstanding thereunder paid in full. (iif) The Company shall have paid to Andrews Xxxxxxx & Kurth, Xxxxx L.L.P. pursuant to Section 12.03 10.03 all reasonable fees and disbursxxxxxx invxxxxx at disbursements invoiced to the Company on or before 10:00 a.m. (New York City time) on prior to the Execution Date by said firm to the Borrower, on the date of the initial Credit EventDate. (d) The Administrative Agent shall have received a copy of the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued.

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder and the obligation of each Lender to make its initial Loan or the Issuing Bank Banks to issue the initial Letter Letters of Credit (whichever event hereunder shall first occur) for not become effective until the account date on which each of the Borrower following conditions is subject to the following conditionssatisfied or waived in accordance with Section 9.02: (a) The Administrative Agent shall have received the following, each dated the Closing Date: (i) this Agreement executed by each party hereto; (ii) the appropriate Notes of the Borrower, if any, payable to Guarantee Agreement executed by each applicable Lender, duly completed and executed and dated the Execution DateGuarantor; (iii) if requested by any Lender at least three Business Days prior to the Closing Date, a Revolver Note, a Term Loan Note or a Swingline Note, as applicable, executed by the Borrower and payable to such Lender; (iv) a certificate of a Responsible Officer an officer and of the secretary or an assistant secretary of each ObligorCredit Party, dated the date of the initial Credit Event and certifying, inter alia, alia (A) (i) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporation, certificate of formation or certificate of limited partnership, as applicable, in each case as amended and in effect, of such Person each Credit Party, (ii) true and complete copies of the bylaws, limited liability company agreement, operating agreement or limited partnership agreement, as applicable, in each case as amended and in effect, of each Credit Party, and (iii) the resolutions adopted by the Board of Directors Directors, managers, members or general partners of such Person each Credit Party (1) authorizing the execution, delivery and performance by such Person Credit Party of this Agreement and the other Loan Documents to which it is or shall will be a party and and, in the borrowing case of the Loans Borrower, the Borrowings to be made, made and the request for the Letters of Credit to be issued, issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event Closing Date and (3) authorizing officers of such Person Credit Party to execute and deliver the Loan Documents to which it such Credit Party is or shall will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person Credit Party executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor Credit Party in any each Loan Document to which such Person Credit Party is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event Closing Date are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, Credit Party and (3) the absence of the occurrence and continuance of any Default or Event of Default; (ivv) a favorable, signed opinions opinion addressed to the Administrative Agent Agent, the Issuing Banks and the Lenders dated the date of the initial Credit Event from (A) Fulbright Xxxxxxxxx & Jaworski L.L.P.Xxxxxxxx LLP, counsel to the Obligors, and (B) Conyers Dilx & Xxxxman, special Bermuda counsel to the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors; (v) letters from CT Corporation System in form and substance satisfactory to the Administrative Agent Borrower. The Borrower and the Lenders evidencing the obligation of CT Corporation System other Credit Parties hereby instruct Xxxxxxxxx & Xxxxxxxx LLP to accept service of process in the State of New York on behalf of each Obligor that is not authorized to do business as a foreign corporation in the State of New York; anddeliver such legal opinion; (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor Credit Party in its jurisdiction of organization; (vii) a certificate of the Borrower’s chief financial officer certifying that, after giving effect to the Transactions, the Borrower and its Restricted Subsidiaries on a consolidated basis are Solvent; (i) unqualified audited financial statements of the Borrower for each jurisdiction of the three fiscal years ending more than 90 days prior to the Closing Date, and (ii) unaudited financial statements for any quarterly interim period or periods of the Borrower ending more than 45 days prior to the Closing Date, together with unaudited financial statements for the corresponding period of the prior year (all of which shall have been reviewed by the independent accountants for the Borrower as provided in which the ownership Statement on Auditing Standards No. 100); (ix) at least 3 business days prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Closing Date; and (x) a completed Notice of its properties or Account Designation executed by the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse EffectBorrower. (b) The Administrative Agent shall have received evidence satisfactory Since December 31, 2013, there has been no event or circumstance which has resulted or is reasonably likely to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required result in connection with a Material Adverse Effect as defined in clause (a) of the Loans and (b) the execution, delivery and performance definition of this Agreement and the other Loan Documents have been satisfactorily obtainedMaterial Adverse Effect. (c) The Borrower shall have paid (i) to the Joint Lead Arrangers and the Administrative Agent and the Lenders, as applicable, all fees and expenses pursuant to the Fee Letters agreed upon by such parties to be paid on or prior to the Execution Date, and Closing Date (ii) to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx at or before 10:00 a.m. (New York City time) which amount may be offset against the proceeds of the Loans on the Execution Date by said firm Closing Date); provided, that in the case of any expenses, such amounts shall be invoiced at least two Business Days prior to the Borrower, on the date of the initial Credit EventClosing Date. (d) The Administrative Agent Existing Credit Agreements shall have received a copy been terminated and repaid in full pursuant to customary payoff documentation, including evidence of the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as release of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, Liens granted in connection therewith and the release of any Liens securing any other parties thereto, debt that was previously secured on an equal and directing such administrative agent ratable basis with the facilities under each of the Existing Credit Agreements. (e) The Borrower shall have paid to prepay by wire transfer, in immediately available funds, in full, any loans Xxxxxx & Xxxxxxx LLP pursuant to Section 9.03 all reasonable fees and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and disbursements invoiced to the Borrower on or prior to the Closing Date to the extent invoiced at least two Business Days prior to the Closing Date (ii) from which amount may be offset against the Guarantor and Weatherford Canada Ltd. terminating proceeds of the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and Loans on the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accruedClosing Date).

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of each Lender to make its initial Loan or the Issuing Bank Banks to issue the initial Letter Letters of Credit (whichever event hereunder shall first occur) for not become effective until the account date on which each of the Borrower following conditions is subject to the following conditionssatisfied or waived in accordance with Section 10.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note executed by the appropriate Notes of the Borrower, if any, Company and payable to each applicable the order of such Lender, duly completed and executed and dated the Execution Date; (iii) a certificate of a Responsible Officer an officer and of the secretary or an assistant secretary of each Obligorthe Delegate, dated the date of the initial Credit Event and certifying, inter alia, alia (A) true and complete copies of each of the memorandum limited liability company agreement of association and bye-laws or the bylaws and Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of such Person the Borrowers, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of such Person the Delegate (1) authorizing the execution, delivery and performance by such Person each Borrower of this Agreement and the other Loan Documents to which it is or shall will be a party and and, in the borrowing case of the Loans Company, the Borrowings to be made, made and the request for the Letters of Credit to be issued, issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event Borrowing Date and (3) authorizing officers of such Person the Delegate to execute and deliver the Loan Documents to which it such Borrower is or shall will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor Borrower in any each Loan Document to which such Person Borrower is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event Borrowing Date are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, Borrower and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event from (A) Fulbright & Jaworski L.L.P., counsel to the Obligors, and (B) Conyers Dilx & Xxxxman, special Bermuda counsel to the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors; (v) letters from CT C T Corporation System in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT Corporation System System, Inc. to accept service of process in the State of New York on behalf of each Obligor Borrower that is not authorized to do business as a foreign corporation in the State of New York; and; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Xxxxxxxxx & Xxxxxxxx LLP, counsel to the Borrowers, the General Partner and the Delegate, given upon the express instruction of such Persons; (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, entity of each Obligor Borrower, the General Partner and the Delegate in each jurisdiction in which the ownership States of its properties or Texas and Delaware; and (vii) a completed Notice of Account Designation executed by the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse EffectCompany. (b) The Administrative Agent shall have received evidence satisfactory to it be reasonably satisfied that all material required consents and approvals of each any Governmental Authority and of each any other Person, if any, reasonably required Person in connection with (a) the Loans and (b) the execution, delivery and performance of transactions contemplated by this Agreement and the other Loan Documents Section 3.01 shall have been satisfactorily obtainedobtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Borrower Company shall have paid (i) to Xxxxx Fargo Securities, LLC, Banc of America Securities LLC, Citigroup Global Markets, Inc., X.X. Xxxxxx Securities Inc., and the Administrative Agent and the Lenders, as applicable, all fees and expenses pursuant to the Fee Letters agreed upon by such parties to be paid on or prior to the Execution Date, and (ii) to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date of the initial Credit Event. (d) The Administrative Agent Existing Credit Agreement shall have received a copy of the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited been terminated and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, all amounts outstanding thereunder paid in full, any loans . (e) The Company shall have paid to Xxxxxxx Xxxxx LLP pursuant to Section 10.03 all reasonable fees and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from disbursements invoiced to the Guarantor and Weatherford Canada Ltd. terminating Company on or prior to the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accruedExecution Date.

Conditions Precedent to the Initial Credit Event. The obligation of each Lender to make its initial Loan or the Issuing Bank to accept and purchase any Bankers' Acceptance or either Issuer to issue the initial Letter of Credit (whichever event shall first occur) for the account of the Borrower is subject to the following conditions: (a) The Administrative Agent Agents shall have received the following: (i) this Agreement executed by each party hereto; (ii) the appropriate Note or Notes of the Borrower, if any, payable to each applicable Borrower for each Lender, duly completed and executed and dated the Execution Date; (iii) the U.S. Borrower Pledge Agreement executed by the U.S. Borrower dated as of the Execution Date; (iv) the Subsidiary Guarantors Pledge Agreements executed by the respective Subsidiary Guarantors party thereto dated as of the Execution Date; (v) a certificate of a Responsible Officer and of the secretary or an assistant secretary of each ObligorObligor or of its (managing) general partner or managing member, as the case may be, dated the date of the initial Credit Event and certifying, inter alia, (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporationbylaws, each as amended and in effect, of such Person and the resolutions adopted by the Board of Directors of such Person (1) authorizing the execution, delivery and performance by such Person of this Agreement and the other Loan Documents to which it is or shall will be a party and and, in the borrowing case of each Borrower, the Loans to be made, made and the request for the Letters of Credit to be issuedissued hereunder and, in the case of the Canadian Borrower, the sale of the Bankers' Acceptances to be accepted and purchased hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event and (3) authorizing officers of such Person or of its (managing) general partner or managing member, as the case may be, to execute and deliver the Loan Documents to which it is or shall will be a party and any related documents, including including, any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person or of its (managing) general partner or managing member, as the case may be, executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Person is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, Person and (3) the absence of the occurrence and continuance of any Default or Event of Default; (ivvi) a certificate of a vice president and of the secretary or an assistant secretary of the Canadian Borrower, Taro Industries Limited and BMW Monarch (Lloydminster) Ltd. dated the date of the initial Credit Event and certifying, inter alia, (A) true and complete copies of the resolutions adopted by the Board of Directors of such Person authorizing the pledge of such Person's Capital Stock to the U.S. Administrative Agent for the benefit of the Secured Parties and approving the form of the Security Document pursuant to which such Capital Stock is to be pledged and (B) the incumbency and specimen signatures of the officers of such Person executing such certificate; (vii) favorable, signed opinions addressed to the Administrative Agent Agents and the Lenders dated the date of the initial Credit Event from (A) Fulbright & Jaworski Jawoxxxx L.L.P., counsel to the Obligors, and (B) Conyers Dilx & XxxxmanMilnxx Xxxexxx, special Bermuda xxecial Canadian counsel to the BorrowxxObligors, xxxh xxxen xxxx xxe (C) Serra de Oxxxxxxx, Xxrrxxx x Xose, special Brazilian counsel to the Obligors, and (D) Basuxxx, Xxntxxxxxx x Xxxxxxx, S.C., special Mexican counsel to the Obligors, each given upon the express instruction of the Obligors; (vviii) letters from CT Corporation System System, Inc. in form and substance satisfactory to the Administrative Agent Agents and the Lenders evidencing the obligation of CT Corporation System System, Inc. to accept service of process in the State of New York Texas on behalf of each Obligor that is not authorized to do business as a foreign corporation in the State of New YorkTexas; and (viix) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority (except that any such documents of the Canadian Borrower may be notarized rather than certified by such Governmental Authority) and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporationcorporation or other foreign entity, as applicable, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtained. (c) The Borrower shall have paid (i) to the Administrative Agent and the Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Execution Date, and (ii) to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date of the initial Credit Event. (d) The Administrative Agent shall have received a copy of the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued.

Conditions Precedent to the Initial Credit Event. The obligation obligations of each Lender the Lenders to make its initial Loan or Loans hereunder shall not become effective until the Issuing Bank to issue the initial Letter of Credit (whichever event shall first occur) for the account date on which each of the Borrower following conditions is subject to the following conditionssatisfied or waived in accordance with Section 9.02: (a) The Administrative Agent shall have received the following, and unless otherwise indicated below, each dated the Effective Date: (i) this Agreement executed by each party hereto, dated the Execution Date to be effective on the Effective Date; (ii) if requested by any Lender, a Note executed by the appropriate Notes of the Borrower, if any, Company and payable to each applicable the order of such Lender, duly completed and executed and dated the Execution Date; (iii) a certificate of a Responsible Officer an officer and of the secretary or an assistant secretary of each Obligorthe Company, dated the date of the initial Credit Event and certifying, inter alia, alia (A) true and complete copies of each of the memorandum of association and bye-laws or the bylaws and certificate of incorporationformation and the limited liability company agreement of the Company, each as amended and in effect, of such Person and the resolutions adopted by the Board of Directors Managers of such Person the Company (1) authorizing the execution, delivery and performance by such Person the Company of this Agreement and the other Loan Documents to which it is or shall be a party and and, the borrowing of the Loans Borrowings to be made, and the request for the Letters of Credit to be issued, made hereunder, (2) approving the forms of the Loan Documents to which it is a party and which shall will be delivered at or prior to the date of the initial Credit Event Effective Date and (3) authorizing officers of such Person the Company (“Authorized Officers”) to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person the Company executing any documents on its behalf and (C) (1) that the representations and warranties made by such Obligor the Company in any each Loan Document to which such Person it is a party and which shall will be 39 delivered at or prior to the date of the initial Credit Event Effective Date are true and correct in all material respects as of the date of the initial Credit Event, 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 daterespects, (2) the absence of any proceedings for the dissolution, dissolution or liquidation or winding up of such Person, the Company and (3) the absence of the occurrence and continuance of any Default or Event of DefaultDefault with respect to the Company; (iv) a favorable, signed opinions opinion addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event from (A) Fulbright Xxxxx Lord Xxxxxxx & Jaworski L.L.P.Xxxxxxx LLP, counsel to the Obligors, and (B) Conyers Dilx & Xxxxman, special Bermuda counsel to the Borrowxx, xxxh xxxen xxxx xxe express instruction of the Obligors;Company; and (v) letters from CT Corporation System in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT Corporation System to accept service of process in the State of New York on behalf of each Obligor that is not authorized to do business as a foreign corporation in the State of New York; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, entity of each Obligor the Company in each jurisdiction in which the ownership States of its properties or the conduct of its business requires such qualification Texas and where the failure to so qualify would, individually or collectively, have a Material Adverse EffectDelaware. (b) The Administrative Agent shall have received evidence satisfactory to it be reasonably satisfied that all material required consents and approvals of each any Governmental Authority and of each any other Person, if any, reasonably required Person in connection with (a) the Loans and (b) the execution, delivery and performance of transactions contemplated by this Agreement and the other Loan Documents Section 3.01 shall have been satisfactorily obtainedobtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Borrower shall have paid (i) to the Administrative Agent and the Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Execution Date, and (ii) to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disbursxxxxxx invxxxxx at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date of the initial Credit Event. (d) The Administrative Agent shall have received a copy of the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited and Weatherford Eurasia, terminating the Cxxxxx Xxxxxment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to prepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued.