THIRD SUPPLEMENTAL INDENTURE

EXHIBIT 4.2

THIRD SUPPLEMENTAL INDENTURE

among

WEATHERFORD INTERNATIONAL LTD.,

a Bermuda exempted company,

WEATHERFORD INTERNATIONAL, INC.,

a Delaware corporation,

WEATHERFORD INTERNATIONAL LTD.,

a Swiss corporation,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

Dated as of

February 26, 2009

to Indenture dated as of October 1, 2003

TABLE OF CONTENTS

     This THIRD SUPPLEMENTAL INDENTURE, dated as of February 26, 2009, among Weatherford International Ltd., a Bermuda exempted company (the “ Company ”), Weatherford International, Inc., a Delaware corporation (“ Weatherford U.S. ”), Weatherford International Ltd., a Swiss corporation (“ Weatherford Switzerland ”), and Deutsche Bank Trust Company Americas, as trustee (the “ Trustee ”).

RECITALS OF THE COMPANY

     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of October 1, 2003, as supplemented by the First Supplemental Indenture thereto, dated as of March 25, 2008 (the “ First Supplemental Indenture ”), and the Second Supplemental Indenture thereto, dated as of January 8, 2009 (the “ Second Supplemental Indenture ”, and such indenture as so supplemented, the “ Indenture ”), providing for the issuance from time to time of one or more series of the Company’s Securities; and

     WHEREAS, the Company, in accordance with an Officer’s Certificate dated as of October 7, 2003, previously issued $250 million original aggregate principal amount of its 4.95% Senior Notes due 2013 (the “ 4.95% 2013 Notes ”); and

     WHEREAS, the Company, in accordance with an Officer’s Certificate dated as of January 17, 2006, previously issued $350 million original aggregate principal amount of its 5.50% Senior Notes due 2016 (the “ 2016 Notes ”); and

     WHEREAS, the Company, in accordance with an Officer’s Certificate dated as of August 7, 2006, previously issued $600 million original aggregate principal amount of its 6.50% Senior Notes due 2036 (the “ 2036 Notes ”); and

     WHEREAS, the Company, in accordance with the First Supplemental Indenture, previously issued $500 million aggregate original principal amount of its 5.15% Senior Notes due 2013 (the “ 5.15% 2013 Notes ”), $500 million aggregate original principal amount of its 6.00% Senior Notes due 2018 (the “ 2018 Notes ”) and $500 million aggregate original principal amount of its 7.00% Senior Notes due 2038 (the “ 2038 Notes ”); and

     WHEREAS, the Company, in accordance with the Second Supplemental Indenture, previously issued $1 billion original aggregate principal amount of its 9.625% Senior Notes due 2019 (the “ 2019 Notes ”) and $250 million original aggregate principal amount of its 9.875% Senior Notes due 2039 (the “ 2039 Notes ” and collectively with the 4.95% 2013 Notes, the 2016 Notes, the 2036 Notes, the 5.15% 2013 Notes, the 2018 Notes, the 2038 Notes and the 2019 Notes, the “ Notes ”)); and

     WHEREAS, the Notes remain Outstanding as of the date hereof; and

     WHEREAS, Weatherford U.S. has, in accordance with the Indenture, previously provided a guarantee of the Notes; and

     WHEREAS, pursuant to a share exchange transaction effected by a scheme of arrangement, in connection with a share exchange agreement, between the Company and Weatherford Switzerland, pursuant to which each holder of common shares of the Company

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, contemporaneously with the effectiveness of this Third Supplemental Indenture, has become a direct, wholly-owned subsidiary of Weatherford Switzerland, and Weatherford U.S. has become an indirect, 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 Third Supplemental Indenture for the purposes of providing a guarantee of the Notes in accordance with the terms of this Third Supplemental Indenture; and

     WHEREAS, Section 9.1(3) of the Indenture permits the execution of supplemental indentures without the consent of any Holders to add to the covenants of the Company for the benefit of all or any series of Securities; and

     WHEREAS, Section 9.1(6) of the Indenture permits the execution of supplemental indentures without the consent of any Holders to change or eliminate any of the provisions of the Indenture; provided, that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; and

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

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

     NOW THEREFORE:

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

ARTICLE 1
Amendments to the Indenture

      SECTION 1.01. Definitions .

Section 1.1 of the Indenture is hereby amended by (a) replacing the words “the Guarantor” each time said words appear in the defined terms “Board of Directors”, “Board Resolution”, “Opinion of Counsel”, “Outstanding” and “Vice President” with the words “a Guarantor” and (b) replacing the definitions of “Bankruptcy Law”, “Company Request” or “Company Order”, “Guarantee”, “Guarantor” and “Officer’s Certificate” with the following, respectively:

     ““Bankruptcy Law” means any applicable Federal, State, Bermuda or Swiss bankruptcy, insolvency, reorganization or other similar law.”

     ““Company Request” or “Company Order” means, in the case of the Company, a written request or order signed in the name of the Company by its Chairman of the Board, its Chief Executive Officer, its President, any of its Vice Presidents or any other duly authorized officer of the Company or any person duly authorized by any of them, and delivered to the Trustee and, in the case of a Guarantor, a written request or order signed in the name of such Guarantor by its Chairman of the Board, its Chief Executive Officer, its President, any of its Vice Presidents or any other duly authorized officer of such Guarantor or any person duly authorized by any of them, and delivered to the Trustee.”

     ““Guarantees” has the meaning specified in Section 14.1.”

     ““Guarantors” shall mean Weatherford International, Inc., a Delaware 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 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, Inc., a Delaware corporation, or its successor Person, or (ii) Weatherford International Ltd., a Swiss corporation, or its successor Person.”

     ““Officer’s Certificate” means, in the case of the Company, a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, any Vice President or any other duly authorized officer of the Company, or a person duly authorized by any of them, and delivered to the Trustee and, in the case of a Guarantor, a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, any Vice President or any other duly authorized officer of such Guarantor, or a person duly authorized by any of them, and delivered to the Trustee.”

      SECTION 1.02. Certain References to “ the Guarantor ”.

Sections 1.2, 1.5, 3.1, 5.2, 5.3, 5.4, 6.3 and 6.6, subsections (1) and (2) of Section 1.6, subsection (c) of Section 3.3 and the fourth paragraph of Section 6.14 of the Indenture are each hereby amended by replacing the words “the Guarantor” each time said words appear therein with the words “a Guarantor”.

      SECTION 1.03. Additional References to “ the Guarantor ”.

Sections 1.10, 1.16, 3.5, 3.6, 3.8, 5.9, 5.15, 6.4, 7.2, 9.2, 10.3, 13.2 and 13.3, the third paragraph of Section 6.14 and the first and last paragraphs of Section 9.1 of the Indenture are each hereby amended by replacing the words “the Guarantor” each time said words appear therein with the words “the Guarantors”.

      SECTION 1.04. Certain References to “ the Guarantee ”.

Sections 1.11, 1.12, 1.14, 3.1, 3.5, 3.6, 5.4 and 5.7 of the Indenture are each hereby amended by replacing the words “the Guarantee” each time said words appear therein with the words “the Guarantees”.

      SECTION 1.05. Certain Cross-References in the Indenture .

The Indenture is hereby amended by (a) replacing the phrase “Section 1.2” each time said phrase appears in Sections 3.1 and 3.5 of the Indenture and in the definition of “Place of Payment” with the phrase “Section 10.2”, (b) replacing the phrase “Section 1.3” appearing in Section 4.1 of the Indenture with the phrase “Section 10.3” and (c) replacing the phrase “Section 1303” appearing in Section 13.5 of the Indenture with the phrase “Section 13.3”.

      SECTION 1.06. Compliance Certificates and Opinions .

     Section 1.3 of the Indenture is hereby amended by replacing the first paragraph thereof with the following:

     “Upon any application or request by the Company or a Guarantor to the Trustee to take any action under any provision of this Indenture, the Company or such Guarantor, as the case may be, shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished except as required under Section 314(c) of the Trust Indenture Act.”

      SECTION 1.07. Form of Documents Delivered to Trustee .

Section 1.4 of the Indenture is hereby amended by replacing the second paragraph thereof with the following:

     “Any certificate or opinion of an officer of the Company or a Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows or, in the exercise of reasonable care, should know that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or such Guarantor, as the case may be, stating that the information with respect to such factual matters is in the possession of the Company or such Guarantor, as the case may be, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous.”

      SECTION 1.08. Notices .

Section 1.6 of the Indenture is hereby amended by replacing subsection (3) thereof with the following:

     “(3) a Guarantor by the Company, 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, Inc. or Weatherford International Ltd., c/o Weatherford International, Inc., as applicable, 515 Post Oak Blvd., Houston, Texas 77027, to the attention of its Corporate Secretary, or at any other address previously furnished in writing to the Trustee by such Guarantor.”

      SECTION 1.09. Governing Law .

Section 1.13 of the Indenture is hereby amended by replacing such Section 1.13 with the following:

     “ THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     To the fullest extent permitted by applicable law, each of the Company and the Guarantors hereby irrevocably submits to the jurisdiction of any Federal or state court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture or any Securities and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company and the Guarantors irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company and the Guarantors agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding and may be enforced in the courts of Bermuda (or any other courts of any other jurisdiction to which either of them is subject) by a suit upon such judgment, provided that service of process is effected upon the Company. Each of the Company and the Guarantors hereby irrevocably designates and appoints CT Corporation Systems, New York, New York (the “Process Agent”) as its authorized agent for purposes of this Section 1.13, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or such Guarantor, as the case may be. Each of the Company and the Guarantors further agrees that, unless otherwise required by law, service of process upon the Process Agent and written notice of said service to the Company or a Guarantor, as the case may be, mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company or such Guarantor, as the case may be, in any such suit or

proceeding. Each of the Company and the Guarantors further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary, to continue such designation and appointment of the Process Agent in full force and effect so long as the Company or such Guarantor, as the case may be, has any outstanding obligations under this Indenture. To the extent the Company or a Guarantor, as the case may be, has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, each of the Company and such Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Indenture to the extent permitted by law.”

      SECTION 1.10. Incorporators, Shareholders, Officers and Directors of the Company and Guarantor Exempt from Individual Liability .

Section 1.18 of the Indenture is hereby amended by (a) replacing the words “the Guarantee” each time said words appear therein with “any Guarantee” and (b) replacing the words “the Guarantor” each time said words appear therein with the words “any Guarantor”.

      SECTION 1.11. Forms Generally .

The first paragraph of Section 2.1 of the Indenture is hereby amended by replacing such paragraph with the following:

“The Securities of each series and, if applicable, the notation thereon relating to the Guarantees, shall be in substantially the form set forth in this Article Two, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities and, if applicable, such Guarantees, as evidenced by their execution thereof.”

      SECTION 1.12. Form of Reverse of Security .

The first, second, eleventh, seventeenth, eighteenth, nineteenth, twenty-first and twenty-second paragraphs of Section 2.3 of the Indenture are hereby amended by replacing such paragraphs with the following, respectively:

“This Security is one of a duly authorized issue of senior securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 1, 2003 (herein called the “Indenture”), between the Company, Weatherford International, Inc. and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee”,

which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement, of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of the series designated on the face hereof [, limited in aggregate principal amount to $. . . . . . . . . . ].”

“This Security is the general, unsecured, senior obligation of the Company [ if applicable, insert— and is guaranteed pursuant to a guarantee (the “Guarantee”) by each of Weatherford International, Inc., a Delaware corporation (“Weatherford U.S.”) and Weatherford International Ltd., a Swiss corporation (“Weatherford Switzerland” and collectively with Weatherford U.S., the “Guarantors”). The Guarantees are the general, unsecured, senior obligation of the Guarantors.]”

“The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company [ If applicable, insert— and the Guarantors] and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company [ If applicable, insert— and the Guarantors] and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company [ If applicable, insert— and the Guarantors] with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and