FIFTH SUPPLEMENTAL INDENTURE

EXHIBIT 4.1

FIFTH SUPPLEMENTAL INDENTURE

among

WEATHERFORD INTERNATIONAL, INC.,

a Delaware corporation,

WEATHERFORD INTERNATIONAL LTD.,

a Bermuda exempted company,

WEATHERFORD INTERNATIONAL LTD.,

a Swiss corporation,

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

Dated as of

February 26, 2009

to Indenture dated as of May 17, 1996

TABLE OF CONTENTS

     THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of February 26, 2009, among Weatherford International, Inc., a Delaware corporation (the “ Company ”), Weatherford International Ltd., a Bermuda exempted company (“ Weatherford Bermuda ”), Weatherford International Ltd., a Swiss corporation (“ Weatherford Switzerland ”), and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Bank of Montreal Trust Company) (the “ Trustee ”).

RECITALS OF THE COMPANY

     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of May 17, 1996, as supplemented by the First Supplemental Indenture thereto, dated as of May 27, 1998, the Second Supplemental Indenture thereto, dated as of June 30, 2000 (the “ Second Supplemental Indenture ”), the Third Supplemental Indenture thereto, dated as of November 16, 2001 (the “ Third Supplemental Indenture ”), and the Fourth Supplemental Indenture thereto, dated as of June 26, 2002 (the “ Fourth Supplemental Indenture ”, and such indenture as so supplemented, the " Indenture ”), providing for the issuance from time to time of one or more series of the Company’s Securities; and

     WHEREAS, the Company, in accordance with an Officer’s Certificate dated as of May 28, 1996, previously issued $200 million original aggregate principal amount of its 7 ¹ / 4 % Notes due May 15, 2006, none of which notes remain outstanding as of the date hereof; and

     WHEREAS, the Company, in accordance with the Second Supplemental Indenture, previously issued $910 million aggregate original principal amount of its Zero Coupon Convertible Debentures due June 30, 2020, none of which debentures remain outstanding as of the date hereof; and

     WHEREAS, the Company has, in accordance with the Third Supplemental Indenture, previously issued $350 million aggregate original principal amount of its 6 ⁵ / ₈ % Notes due 2011 (the “ 6 ⁵ / ₈ % Notes ”), which 6 ⁵ / ₈ % Notes remain outstanding as of the date hereof; and

     WHEREAS, Weatherford Bermuda has, in accordance with the Fourth Supplemental Indenture, previously provided a guarantee of the 6 ⁵ / ₈ % Notes; and

     WHEREAS, pursuant to a share exchange transaction effected by a scheme of arrangement, in connection with a share exchange agreement, between Weatherford Bermuda and Weatherford Switzerland, pursuant to which each holder of common shares of Weatherford Bermuda issued and outstanding immediately before the transaction transferred such common shares to Weatherford Switzerland solely in exchange for (through a nominee acting on behalf and for the account of the shareholders) the same number of shares of Weatherford Switzerland (the “ Redomestication ”), the Company has, contemporaneously with the effectiveness of this Fifth Supplemental Indenture, become an indirect, wholly-owned subsidiary of Weatherford Switzerland and Weatherford Bermuda has become a direct, wholly-owned subsidiary of Weatherford Switzerland; and

     WHEREAS, in connection with such Redomestication, Weatherford Switzerland has determined that it will be in the best interests of and beneficial to Weatherford Switzerland to

enter into this Fifth Supplemental Indenture for the purposes of providing a guarantee of the 6 ⁵ / ₈ % Notes in accordance with the terms of this Fifth Supplemental Indenture; and

     WHEREAS, Sections 901(2) and 901(3) of the Indenture permit the execution of supplemental indentures without the consent of any Holders to add any additional Events of Default with respect to, and to add to the covenants of the Company for the benefit of, all or any series of Securities; and

     WHEREAS, Section 901(5) of the Indenture permits the execution of supplemental indentures without the consent of any Holders to add to, change or eliminate any provisions of the Indenture in respect of one or more series of Securities; provided, that any such change or elimination does not adversely affect in any material respect any outstanding Security of any series created prior to the execution of such supplemental indenture; and

     WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this Fifth Supplemental Indenture to supplement and amend the Indenture in certain respects; and

     WHEREAS, the changes contained herein do not adversely affect in any material respect any Holder of any outstanding Security; and

     WHEREAS, the Trustee is hereby authorized and directed to execute this Fifth Supplemental Indenture; and

     WHEREAS, all things necessary have been done to make this Fifth Supplemental Indenture a valid and legally binding agreement of the Company, Weatherford Bermuda and Weatherford Switzerland, in accordance with its terms.

     NOW THEREFORE:

     In consideration of the premises provided for herein, the Company, Weatherford Bermuda, Weatherford Switzerland and the Trustee mutually covenant and agree as follows:

ARTICLE ONE

AMENDMENTS TO THE INDENTURE

     SECTION 101 Applicability of Amendments .

The amendments contained in this Article ONE of this Fifth Supplemental Indenture shall apply only to any series of Securities issued under the Indenture which have specifically been made subject to such amendments, and not to any other series of Securities issued under the Indenture, and any covenants provided in this Article ONE of this Fifth Supplemental Indenture are expressly being included solely for the benefit of such Securities and not for the benefit of any other series of Securities issued under the Indenture. These amendments shall be effective for so long as there remain Outstanding any Securities of a series to which the provisions of this Article ONE apply.

     SECTION 102 Definitions .

Section 101 of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental Indenture, to add Weatherford Switzerland to the definition of the term “Guarantor” by replacing the current definition of such term with the following:

     “Guarantors” shall mean Weatherford International Ltd., a Bermuda exempted company, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture (and thereafter shall mean such successor Person), and Weatherford International Ltd., a Swiss corporation, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture (and thereafter shall mean such successor Person), and “Guarantor” shall mean either (i) Weatherford International Ltd., a Bermuda exempted company, or its successor Person, or (ii) Weatherford International Ltd., a Swiss corporation, or its successor Person.

     SECTION 103 Notices.

Section 105 of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental Indenture, by replacing the current subsection (3) with the following:

     “(3) a Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to such Guarantor addressed to it at: Weatherford International Ltd., c/o Weatherford International, Inc., 515 Post Oak Blvd., Houston, Texas 77027, to the attention of its Treasurer, or at any other address previously furnished in writing to the Trustee by such Guarantor.”

     SECTION 104 Additional Events of Default.

Section 501 of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental Indenture, by (a) replacing the words “and the Guarantor” each time said words appear in subsections (4) and (7) thereof with the words “and the Guarantors”, (b) replacing the words “the Guarantor” each time said words appear in subsections (9), (10) and (11) thereof with the words “any Guarantor”, and (c) replacing the existing subsection (8) thereof with the following:

     “(8) default in the performance, or breach, of any covenant or warranty of any Guarantor in this Indenture, and continuation of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company and such Guarantor by the Trustee or to the Company and such Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or”

     SECTION 105 Trustee Matters.

Section 605 of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental Indenture, by replacing the words “the Guarantor” each time said words appear therein, with the words “any Guarantor”.

     SECTION 106 Defeasance and Covenant Defeasance.

Article THIRTEEN of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental Indenture, by replacing the existing Section 1307 with the following:

     “SECTION 1307 Effects of Defeasance on Guarantors .

     Upon any defeasance in accordance with Section 1302 hereof of the Securities of a series to which this Section 1307 has been made applicable, all Guarantors shall be discharged from their obligations hereunder in respect of the Securities of such series to the same extent and subject to the same conditions as the Company is released from its obligations hereunder in respect of the Securities of such series. Upon any covenant defeasance in accordance with Section 1303 hereof of the Securities of a series to which this Section 1307 has been made applicable, all Guarantors shall be discharged from their obligations under Section 1905(a) hereof in respect of the Securities of such series to the same extent and subject to the same conditions as the Company is released from its obligations in respect of the Securities of such series under Section 801 hereof.”

     SECTION 107 Guarantee.

Article NINETEEN of the Indenture is hereby amended, subject to Section 201 of this Fifth Supplemental Indenture, by replacing the current Article NINETEEN with the following:

“ARTICLE NINETEEN

GUARANTEES OF SECURITIES

SECTION 1901 Unconditional Guarantees .

     (a) For value received, each Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of Securities of each series to which this Article NINETEEN has been made applicable and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Securities, Liquidated Damages, if any, and all other amounts due and payable under this Indenture and such Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or such Holders in connection with the enforcement of this Indenture and the Guarantees) (collectively, the ‘ Indenture Obligations’ ), when and as such principal, premium, if any, interest, Liquidated Damages, if any, and