Credit Agreement

Loan Agreement

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DEUTSCHE BANK SECURITIES INC | MERRILL LYNCH BANK | WEATHERFORD INTERNATIONAL, INC | WILLIAM STREET LLC

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Title: Credit Agreement
Governing Law: New York Date: 3/25/2008
Industry: Oil Well Services and Equipment Law Firm: Baker Botts;Fulbright Jaworski Sector: Energy

Exhibit 4.6

Credit Agreement

$250,000,000 INITIAL AGGREGATE COMMITMENTS

DATED AS OF MARCH 19, 2008

AMONG

WEATHERFORD INTERNATIONAL LTD.

AS BORROWER,

WEATHERFORD INTERNATIONAL, INC.,
AS GUARANTOR

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH
AS ADMINISTRATIVE AGENT,

AND

WILLIAM STREET LLC
AS SYNDICATION AGENT,

MERRILL LYNCH BANK USA
AS DOCUMENTATION AGENT,

THE LENDERS PARTY HERETO,

AND

DEUTSCHE BANK SECURITIES INC.
AS BOOKRUNNER AND LEAD ARRANGER

TABLE OF CONTENTS


	Page
ARTICLE I
DEFINITIONS; ACCOUNTING TERMS; INTERPRETATION

SECTION 1.01. Definitions		1
SECTION 1.02. Types of Borrowings		21
SECTION 1.03. Accounting Terms; Changes in GAAP		21
SECTION 1.04. Interpretation		22

ARTICLE II
COMMITMENTS; LOANS

SECTION 2.01. Loans		23
SECTION 2.02. Requests for Borrowings		24
SECTION 2.03. Funding of Borrowings		25
SECTION 2.04. Interest Elections		26
SECTION 2.05. Termination and Reduction of Commitments		27
SECTION 2.06. Repayment of Loans; Evidence of Debt		28
SECTION 2.07. Prepayment of Loans		28
SECTION 2.08. Fees		29
SECTION 2.09. Interest		30
SECTION 2.10. Alternate Rate of Interest		31
SECTION 2.11. Increased Costs		32
SECTION 2.12. Break Funding Payments		33
SECTION 2.13. Agreement to Defer Exercise of Right of Contribution, Etc.		33
SECTION 2.14. Extension of Maturity Date		34
SECTION 2.15. Increase in Commitments		35
SECTION 2.16. Currency Fluctuation		37

ARTICLE III
LETTERS OF CREDIT

SECTION 3.01. Letters of Credit		37

ARTICLE IV
PAYMENTS; PRO RATA TREATMENT; TAXES

SECTION 4.01. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		41
SECTION 4.02. Taxes		43
SECTION 4.03. Mitigation Obligations; Replacement of Lenders; Replacement of Issuing Bank		45

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	Page
ARTICLE V
CONDITIONS PRECEDENT

SECTION 5.01. Conditions Precedent to the Effective Date		46
SECTION 5.02. Conditions Precedent to All Credit Events		48
SECTION 5.03. Delivery of Documents		48

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

SECTION 6.01. Organization and Qualification		49
SECTION 6.02. Authorization, Validity, Etc.		49
SECTION 6.03. Governmental Consents, Etc.		49
SECTION 6.04. No Breach or Violation of Law or Agreements		49
SECTION 6.05. Litigation		50
SECTION 6.06. Information; Financial Statements		50
SECTION 6.07. Investment Company Act; Sanctions; Etc.		50
SECTION 6.08. ERISA		51
SECTION 6.09. Tax Returns and Payments		51
SECTION 6.10. Requirements of Law		51
SECTION 6.11. No Default		51

ARTICLE VII
AFFIRMATIVE COVENANTS

SECTION 7.01. Information Covenants		52
SECTION 7.02. Books, Records and Inspections		53
SECTION 7.03. Insurance		53
SECTION 7.04. Payment of Taxes and other Claims		54
SECTION 7.05. Existence		54
SECTION 7.06. ERISA Information and Compliance		54
SECTION 7.07. Purpose of Letters of Credit and Loans		54

ARTICLE VIII
NEGATIVE COVENANTS

SECTION 8.01. Material Change in Business		55
SECTION 8.02. Consolidation, Merger, or Sale of Assets, Etc.		55
SECTION 8.03. Liens		56
SECTION 8.04. Indebtedness		56
SECTION 8.05. Ownership of WII		56
SECTION 8.06. Financial Covenant		57
SECTION 8.07. Limitation on Transactions with Affiliates		57
SECTION 8.08. Restrictions on Subsidiary Dividends		57

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	Page
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES

SECTION 9.01. Events of Default and Remedies		57
SECTION 9.02. Right of Setoff		60
SECTION 9.03. Other Remedies		60
SECTION 9.04. Application of Moneys During Continuation of Event of Default		61

ARTICLE X
ADMINISTRATIVE AGENT

ARTICLE XI
GUARANTY

SECTION 11.01. Guaranty		63
SECTION 11.02. Continuing Guaranty		64
SECTION 11.03. Effect of Debtor Relief Laws		66
SECTION 11.04. Waiver		67
SECTION 11.05. Agreement to Defer Exercise of Subrogation		68
SECTION 11.06. Full Force and Effect		68
SECTION 11.07. Guaranty Fall-Away		68

ARTICLE XII
MISCELLANEOUS

SECTION 12.01. Waiver; Amendments; Joinder; Removal of Certain Borrowers		69
SECTION 12.02. Notices		71
SECTION 12.03. Expenses, Etc.		71
SECTION 12.04. Indemnity		72
SECTION 12.05. Successors and Assigns		73
SECTION 12.06. Confidentiality		76
SECTION 12.07. Survival		77
SECTION 12.08. Governing Law		77
SECTION 12.09. Independence of Covenants		77
SECTION 12.10. Counterparts; Integration; Effectiveness		78
SECTION 12.11. Severability		78
SECTION 12.12. Conflicts Between This Agreement and the Other Loan Documents		78
SECTION 12.13. Headings		78
SECTION 12.14. Limitation of Interest		78
SECTION 12.15. Submission to Jurisdiction; Consent to Service of Process		78
SECTION 12.16. Waiver of Jury Trial		79
SECTION 12.17. Judgment Currency		79
SECTION 12.18. USA Patriot Act		80
SECTION 12.19. No Fiduciary Duty		80

-iii-

EXHIBITS


EXHIBIT A		Form of Assignment and Assumption
EXHIBIT B-1		Form of Borrowing Request
EXHIBIT B-2		Form of Letter of Credit Request
EXHIBIT C		Form of Interest Election Request
EXHIBIT D		Form of Promissory Note
EXHIBIT E		Form of Notice of Commitment Increase
EXHIBIT F		Form of Compliance Certificate
EXHIBIT G		Form of Joinder Agreement

SCHEDULES


SCHEDULE 1.01		Lenders
SCHEDULE 2.01		Commitments

-iv-

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of March 19, 2008, is among:

	(a)		Weatherford International Ltd., a Bermuda exempted company (“ WIL ”), and together with WIL and any other Persons from time to time becoming Borrowers hereunder pursuant to Section 12.01(c) , but excluding any Persons who from time to time cease to be Borrowers hereunder pursuant to Section 12.01(d) , collectively, the “ Borrowers ”);

	(b)		Weatherford International, Inc., a Delaware corporation (“ WII ” or the “ Guarantor ”);

	(c)		Deutsche Bank AG Cayman Islands Branch, individually as a Lender and as administrative agent for the other Lenders (in such latter capacity together with any other Person that becomes the Administrative Agent pursuant to Article X , the “ Administrative Agent ”); and

	(d)		the banks and other financial institutions listed on the signature pages hereof under the caption “ Lenders ” (together with each other Person that becomes a Lender pursuant to Section 12.05 , collectively, the “ Lenders ”).

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS; ACCOUNTING TERMS; INTERPRETATION

SECTION 1.01. Definitions . As used in this Agreement the following terms shall have the following meanings:

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Adjusted LIBO Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” has the meaning specified in paragraph (c) on page one.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under direct or indirect common control with, such Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling” and “controlled”), when used with respect to any Person, means the power to

direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“ Agreement ” means this Credit Agreement, as it may from time to time be further amended, modified, restated or supplemented.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus ¹ / 2 of 1%. If the Administrative Agent shall have determined (which determination shall be presumed correct absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (c) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.

“ Applicable Margin ” means the per annum rate of interest set forth in the definition of Applicable Rate under the heading “Applicable Margin”, based upon the ratings by Moody’s and S&P, respectively, applicable on such date to the Index Debt.

“ Applicable Percentage ” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

“ Applicable Rate ” means, for any day, with respect to any Eurocurrency Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the captions “Facility Fee” or “Applicable Margin”, as the case may be, based upon the ratings by Moody’s and S&P, respectively, applicable on such date to the Index Debt:


Index	Facility			Applicable
Debt Ratings:	Fee			Margin
Performance Level I		.050	%		.150	%
Performance Level II		.060	%		.190	%
Performance Level III		.080	%		.270	%
Performance Level IV		.090	%		.410	%
Performance Level V		.110	%		.590	%

; provided that for each day on which the total Revolving Credit Exposures of all Lenders exceeds 50% of the total Commitments, (a) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt on such day shall fall within Performance

Level I, Performance Level II or Performance Level III, the Applicable Margin on such day shall be increased by 0.05% and (b) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt on such day shall fall within Performance Level IV or Performance Level V, the Applicable Margin on such day shall be increased by 0.10%.

For purposes of the foregoing, (i) if either Moody’s or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established the same rating as the rating agency that has in effect a rating for the Index Debt; (ii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall fall within different Performance Levels, the Applicable Rate shall be based on the higher of the two ratings unless one of the two ratings is two or more Performance Levels lower than the other, in which case the Applicable Rate shall be determined by reference to the Performance Level next below that of the higher of the two ratings; and (iii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when or whether notice of such change shall have been furnished by WIL to the Administrative Agent and the Lenders. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, WIL and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

“ Approved Fund ” has the meaning specified in Section 12.05 .

“ Assessment Rate ” means, for any day, the annual assessment rate in effect on such day that is payable by a member of the Bank Insurance Fund classified as “ well-capitalized ” and within supervisory subgroup “ B ” (or a comparable successor risk classification) within the meaning of 12 C.F.R. Part 327 (or any successor provision) to the Federal Deposit Insurance Corporation for insurance by such Corporation of time deposits made in dollars at the offices of such member in the United States; provided that if, as a result of any change in any law, rule or regulation, it is no longer possible to determine the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual rate as shall be determined by the Administrative Agent to be representative of the cost of such insurance to the Lenders.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 12.05 ) and accepted by the Administrative Agent, in the form of Exhibit A .

“ Assurance ” means, as to any Person, any guaranty or other contingent liability of such Person (other than any endorsement for collection or deposit in the ordinary course of business) or obligations as an account party in respect of letters of credit, direct or indirect, with respect to any obligation of another Person, through an agreement or otherwise, including (a) any other

endorsement or discount with recourse or undertaking substantially equivalent to or having economic effect similar to a guarantee in respect of any such obligation and (b) any agreement (i) to purchase, or to advance or supply funds for the payment or purchase of, any such obligation, (ii) to purchase securities or to purchase, sell or lease property (whether as lessee or lessor), products, materials or supplies, or transportation or services, in respect of enabling such other Person to pay any such obligation or to assure the owner thereof against loss regardless of the delivery or non-delivery of the securities, property, products, materials or supplies, or transportation or services or (iii) to make any loan, advance or capital contribution to or other investment in, or to otherwise provide funds to or for, such other Person in respect of enabling such Person to satisfy any obligation (including any liability for a dividend, stock liquidation payment or expense) or to assure a minimum equity, working capital or other balance sheet condition in respect of any such obligation. The amount of any Assurance shall be an amount equal to the lesser of the stated or determinable amount of the primary obligation in respect of which such Assurance is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“ Australian Dollar Sublimit ” means, at any time, an amount equal to the product of (a) the aggregate amount of the Commitments at such time multiplied by (b) a fraction, the numerator of which is $16,000,000 and the denominator of which is $250,000,000.

“ Australian Dollars ” means the lawful currency of Australia.

“ Availability Period ” means, for each Lender, the period from the Effective Date to the earlier of the Maturity Date and the date of termination of the Commitments.

“ Bankruptcy Code ” means the United States Bankruptcy Code, as the same may be amended and together with any successor statutes.

“ Base CD Rate ” means the sum of (a) the Three-Month Secondary CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Board of Directors ” means, with respect to any Person, the board of directors (or other governing body) of such Person (or of its (managing) general partner or managing member, as the case may be), or any committee thereof duly authorized to act on behalf of such board of directors (or other governing body).

“ Borrowers ” has the meaning specified in paragraph (a) on page one.

“ Borrowing ” means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, denominated in a single Currency and as to which a single Interest Period is in effect.

“ Borrowing Minimum ” means (a) in the case of a Eurocurrency Borrowing denominated in Dollars, $2,000,000 and (b) in the case of a Eurocurrency Borrowing denominated in any

Optional Currency, the smallest amount of such Optional Currency that has a Dollar Equivalent equal to or in excess of $2,000,000.

“ Borrowing Multiple ” means (a) in the case of a Eurocurrency Borrowing denominated in Dollars, $1,000,000 and (b) in the case of a Eurocurrency Borrowing denominated in any Optional Currency, the smallest amount of such Optional Currency that has a Dollar Equivalent equal to or in excess of $1,000,000.

“ Borrowing Request ” means a request by a Borrower for a Loan in accordance with Section 2.02 , which, if in writing, shall be substantially in the form of Exhibit B-1 .

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in Dollar deposits or deposits in any Optional Currency, as applicable, in the London interbank market.

“ Canadian Dollar Sublimit ” means, at any time, an amount equal to the product of (a) the aggregate amount of the Commitments at such time multiplied by (b) a fraction, the numerator of which is $33,000,000 and the denominator of which is $250,000,000.

“ Canadian Dollars ” means the lawful currency of Canada.

“ Capital Lease ” means, as to any Person, any lease in respect of which the rental obligation of such Person constitutes a Capitalized Lease Obligation.

“ Capital Stock ” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents (however designated) of such Person’s equity, including all common stock and preferred stock, common shares and preference shares, any limited or general partnership interest and any limited liability company membership.

“ Capitalized Lease Obligation ” means, with respect to any Person, the obligation of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property that is required to be classified and accounted for as a capital lease obligation on a balance sheet of such Person under GAAP and, for purposes of this Agreement, the amount of such obligation at any date shall be the capitalized amount thereof at such date, determined in accordance with GAAP.

“ Change of Control ” means an event or series of events by which (a) in the case of WIL (i) any “ person ” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Effective Date) or related persons constituting a “ group ” (as such term is used in Rule 13d-5 under the Exchange Act in effect on the Effective Date) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, as in effect on the Effective Date, except that a person or such group shall be deemed to have “ beneficial ownership ” of all shares that any such person or such group has the right to acquire without condition, other than the passage of time, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of WIL, except as a result of a Redomestication in which the Persons who were the

shareholders of WIL immediately prior to such Redomestication continue to own, directly or indirectly, 100% of the issued and outstanding Capital Stock of each class of WIL; (ii) the shareholders of WIL approve any plan of liquidation, winding up or dissolution of WIL, except in connection with a Redomestication of WIL; (iii) WIL conveys, transfers or leases all or substantially all of its assets to any Person except in connection with a Redomestication of WIL; or (iv) during any period of twelve consecutive months, individuals who, at the beginning of such period, constituted the Board of Directors of WIL (together with any new directors whose appointment or election by such Board of Directors or whose nomination for election by the shareholders of WIL, as applicable, was approved by a vote of not less than a majority of the directors then still in office who were either directors at the beginning of such period or whose appointment, election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of WIL then in office, but excluding from the foregoing clause any change in the composition or membership of the Board of Directors of WIL resulting (i) from a Redomestication of WIL or (ii) from the addition thereto or removal therefrom of directors in connection with WIL’s compliance with the United States Sarbanes Oxley Act of 2002 or the rules and regulations of any stock exchange on which WIL’s securities are listed, pursuant to the recommendation of WIL’s legal counsel, (b) in the case of WII, except in a transaction permitted by Section 8.02 , the Persons who are the shareholders of WII immediately prior to a transaction cease to own, after giving effect to such transaction, directly or indirectly, 100% of the issued and outstanding Capital Stock of each class of WII, or (c) in the case of HOC (to the extent it becomes a Borrower), except in a transaction permitted by Section 8.02 , WIL or the New Parent ceases to own, after giving effect to such transaction, directly or indirectly, 100% of the issued and outstanding Capital Stock of each class of HOC.

“ Change of Control Event ” means (a) the execution of any definitive agreement which when fully performed by the parties thereto, would result in a Change of Control; or (b) the commencement of a tender offer pursuant to Section 14(d) of the Exchange Act that would result in a Change of Control if completed.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.11(b) , by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Charges ” has the meaning specified in Section 12.14 .

“ CI Lender ” has the meaning specified in Section 2.15 .

“ Code ” means the United States Internal Revenue Code of 1986, as amended, from time to time, and the regulations promulgated thereunder.

“ Commitment ” means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit hereunder, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such

Lender’s name on Schedule 2.01 , or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable, as such amount may be (a) reduced from time to time pursuant to Section 2.05 , (b) increased from time to time pursuant to Section 2.15 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 12.05 . The initial aggregate amount of the Lenders’ Commitments is $250,000,000.

“ Commitment Increase ” has the meaning specified in Section 2.15 .

“ Commitment Increase Effective Date ” has the meaning specified in Section 2.15 .

“ Commitment Percentage ” means, as to any Lender, the percentage equivalent of a fraction, the numerator of which is the amount of such Lender’s Commitment, and the denominator of which is the aggregate amount of the Commitments of all Lenders.

“ Communications ” has the meaning specified in Section 12.02 .

“ consolidated ” means any Person whose financial condition and results of operations are required in accordance with GAAP to be shown on a consolidated basis with the financial condition and results of operations of WIL.

“ Consolidated Indebtedness ” means, for any Person, at the date of any determination thereof, Indebtedness of such Person and its consolidated Subsidiaries (other than Interest Rate Risk Indebtedness, Derivatives Obligations, and contingent obligations in respect of letters of credit) determined on a consolidated basis in accordance with GAAP.

“ Credit Event ” means the making of any Loan or the issuance of any Letter of Credit pursuant hereto.

“ Currency ” means Dollars or any Optional Currency.

“ Default ” means the occurrence of any event which with the giving of notice or the passage of time or both would become an Event of Default.

“ Derivatives Obligations ” means, as to any Person, all obligations of such Person in respect of any swap transaction, forward rate transaction, commodity swap, commodity option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions, entered into in the ordinary course of business of such Person for the purpose of hedging and not for speculative purposes.

“ Deutsche Bank ” means Deutsche Bank AG Cayman Islands Branch.

“ Dollar Equivalent ” means, on any date of determination, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in an Optional Currency, the equivalent in Dollars of such amount determined by the Administrative Agent in accordance with normal banking industry practice using the Exchange Rate on such

date of determination. In making any determination of the Dollar Equivalent (for purposes of calculating the amount of Loans to be borrowed from the respective Lenders on any date or for any other purpose), the Administrative Agent shall use the relevant Exchange Rate in effect on the date on which any Borrower delivers a Borrowing Request for Loans or on such other date on which a Dollar Equivalent is required to be determined pursuant to the provisions of this Agreement. As appropriate, amounts specified herein as amounts in Dollars shall be or include any relevant Dollar Equivalent amount.

“ Dollars ”, “ dollars ” and “ $ ” means the lawful currency of the United States of America.

“ domestic ” means, when used with respect to a Subsidiary of a Person, a Subsidiary organized under the laws of any State of the United States or the District of Columbia.

“ Effective Date ” means the date on which the conditions set forth in Section 5.01 are first satisfied or waived.

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules, regulations, rulings and interpretations adopted by the U.S. Department of Labor thereunder.

“ ERISA Affiliate ” means (a) all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with WIL, are treated as a single employer under Section 414 of the Code and (b) any Subsidiary of any of the Obligors.

“ Euro ” means the euro referred to in Council Regulation (EC) No. 1103/97 dated June 17, 1997, passed by the council of the European Union, or, if different, the then lawful currency of the member states of the European Union that participate in the third stage of economic and monetary union.

“ Euro Sublimit ” means, at any time, an amount equal to the product of (a) the aggregate amount of the Commitments at such time multiplied by (b) a fraction, the numerator of which is $66,000,000 and the denominator of which is $250,000,000.

“ Eurocurrency ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Default ” shall have the meaning specified in Article IX.

“ Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“ Exchange Rate ” shall mean, with respect to any Optional Currency on a particular date, the rate at which such Optional Currency may be exchanged into Dollars, as set forth at 11:00 a.m., London time, on such date on the applicable Reuters currency page with respect to such Optional Currency. If such rate does not appear on the applicable Reuters currency page, the Exchange Rate with respect to such Optional Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the

Administrative Agent and the Borrowers or, in the absence of such agreement, such Exchange Rate shall instead be the spot rate of exchange of the Administrative Agent in the London Interbank market or other market where its foreign currency exchange operations in respect of such Optional Currency are then being conducted, at or about 11:00 a.m., London time, at such date for the purchase of Dollars with such Optional Currency, for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which a Borrower, the Administrative Agent, any Lender, the Issuing Bank or any other such recipient is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to an assignment required by WIL under Section 4.03(b) ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or would have been so imposed if a Borrower were a United States corporation, or is attributable to such Foreign Lender’s failure to comply with Section 4.02(c) or 4.02(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from such Borrower with respect to such withholding tax pursuant to Section 4.02(a) and (d) in the case of any Lender that becomes a party to this Agreement after the date hereof (or designates a new lending office after the date hereof) without the prior written consent of WIL pursuant to Section 12.05 (other than (i) a Lender that becomes a party to this Agreement or designates a new lending office when an Event of Default has occurred and is continuing, (ii) a Lender that designates a new lending office after the date hereof pursuant to Section 4.03(a) , (iii) an assignee pursuant to an assignment by a Lender under Section 4.03(a) , (iv) an assignee pursuant to an assignment required by WIL under Section 4.03(b) and (v) a Lender that becomes party to this Agreement as a result of an assignment by a Lender or a Lender that designates a new lending office, if such assignment or designation is necessary for the applicable Lender to make a Loan denominated in any Optional Currency upon the request of a Borrower for Loans in such Optional Currency pursuant to Section 2.02 ), any withholding tax that is imposed on amounts payable to such Lender pursuant to this Agreement (and including any additional withholding tax that is imposed on amounts payable to such Lender as a result of a change in treaty, law or regulation).

“ Extension Effective Date ” has the meaning specified in Section 2.14 .

“ Facility Fee Rate ” means the per annum rate of interest set forth under the heading “ Facility Fee ”, in the definition of Applicable Rate, based upon the ratings by Moody’s and S&P, respectively, applicable on such date to the Index Debt.

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ foreign ” means, when used with respect to a Subsidiary of any Person, a Subsidiary of such Person organized under the laws of any jurisdiction other than a State of the United States or the District of Columbia.

“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than the United States of America or any State thereof.

“ GAAP ” means generally accepted accounting principles as in effect from time to time as set forth in the opinions, statements and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board.

“ Governmental Authority ” means any governmental authority of the United States of America, any State of the United States, Bermuda, the Republic of Hungary or of any other foreign jurisdiction and any political subdivision of any of the foregoing, and any central bank, agency, department, commission, board, bureau, court or other tribunal having or lawfully asserting jurisdiction over the Administrative Agent, any Lender, any Obligor or their respective properties.

“ Guaranteed Obligations ” has the meaning specified in Section 11.01 .

“ Guarantor ” has the meaning specified in paragraph (b) on page one.

“ Guaranty ” means the guaranty contained in Article XI .

“ HOC ” means Weatherford Liquidity Management Hungary Limited Liability Company a Hungarian limited liability company.

“ Indebtedness ” means (without duplication), with respect to any Person, (a) any liability of such Person (i) for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), or under any reimbursement obligation relating to a letter of credit, bankers’ acceptance or note purchase facility, (ii) evidenced by a bond, note, debenture or similar instrument, (iii) for the balance deferred and unpaid of the purchase price for any property or any obligation upon which interest charges are customarily paid (except for trade payables arising in the ordinary course of business), or (iv) for the payment of money relating to the principal portion of any Capitalized Lease Obligation; (b) any obligation of any Person secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) a consensual Lien on property owned or acquired, whether or not any obligation secured thereby has been assumed, by such Person; (c) all net

obligations of such Person as of the date of a required calculation of any Derivatives Obligations; (d) all Assurances of such Person of the Indebtedness of any other Person of the type referred to in clause (a) or (c) ; (e) Interest Rate Risk Indebtedness of such Person; and (f) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to above.

“ Indemnified Taxes ” means any Taxes other than Excluded Taxes and Other Taxes.

“ Indemnitee ” has the meaning specified in Section 12.04 .

“ Index Debt ” means senior, unsecured, long-term indebtedness for borrowed money of WIL that is not guaranteed by any other Person (other than WII) or subject to any other credit enhancement.

“ Interest Election Request ” means a request by a Borrower to convert or continue a Loan in accordance with Section 2.04 , which, if in writing, shall be substantially in the form of Exhibit C .

“ Interest Payment Date ” means (a) with respect to any ABR Borrowing, the last day of each March, June, September and December, and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“ Interest Period ” means, with respect to a Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, with the consent of each Lender, nine or twelve months) thereafter, as a Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Loan, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Interest Rate Risk Indebtedness ” means, with respect to any Person, all obligations and Indebtedness of such Person with respect to the program for the hedging of interest rate risk provided for in any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or similar arrangement entered into by such Person for the purpose of reducing its exposure to interest rate fluctuations and not for speculative purposes, approved in writing by the Administrative Agent (such approval not to be unreasonably withheld), as it may from time to time be amended, modified, restated or supplemented.

“ ISDA ” means the International Swaps and Derivatives Association, Inc.

“ Issuing Bank ” means Deutsche Bank AG Cayman Islands Branch, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 3.01(i) . The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ LC Disbursement ” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“ Lenders ” means the Persons listed in Schedule 1.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement.

“ Letter of Credit Request ” means a request by a Borrower for the issuance, amendment, renewal or extension of a Letter of Credit in accordance with Section 3.01 , which shall be substantially in the form of Exhibit B-2 .

“ LIBO Rate ” means, for any Interest Period with respect to a Eurocurrency Loan, the Applicable Margin from time to time in effect plus the applicable British Bankers’ Association London interbank offered rate for deposits in the relevant currency for such Eurocurrency Loan, as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that if no such British Bankers’ Association London interbank offered rate is available to the Administrative Agent, the applicable LIBO Rate for such Interest Period shall instead be the rate at which deposits in the relevant currency and in immediately available funds are offered to first class banks in the London interbank market by the Reference Bank at 11:00 a.m. (London time) two Business Days before the first day of such Interest Period and for a period equal to such Interest Period and in amounts substantially equal to the amount of the requested Eurocurrency Loan of the Reference Bank comprising a part of such Borrowing.

“ Lien ” means any lien, mortgage, pledge, assignment (including any assignment of rights to receive payments of money), security interest, charge or encumbrance of any kind including any conditional sale or other title retention agreement or any lease (excluding, however, any lease that is not a Capital Lease) in the nature thereof (whether voluntary or involuntary and whether imposed or created by operation of law or otherwise), and any agreement to give a lien, mortgage, pledge, assignment (including any assignment of rights to receive payments of money), security interest, charge or other encumbrance of any kind; provided that “Lien” shall

not include or cover (i) setoff rights and other standard arrangements for netting payment obligations in the settlement of obligations, arising under ISDA standard documents or otherwise customary in swap or hedging transactions; and (ii) setoff rights of banks party to Derivative Obligations which rights arise in the ordinary course of customary banking relationships.

“ Loan ” means a loan made pursuant to Section 2.01 .

“ Loan Documents ” means, collectively, this Agreement, the Notes, all instruments, certificates and agreements now or hereafter executed or delivered by any Obligor to the Administrative Agent or any Lender pursuant to any of the foregoing or in connection with the Obligations or any commitment regarding the Obligations, and all amendments, modifications, renewals, extensions, increases and rearrangements of, and substitutions for, any of the foregoing.

“ Material Adverse Effect ” means, relative to any occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding) and after taking into account actual insurance coverage and effective indemnification with respect to such occurrence, (a) a material adverse effect on the financial condition, business or operations of WIL and its consolidated Subsidiaries taken as a whole, (b) the impairment of (i) the ability of the Obligors to collectively perform their payment or other material obligations hereunder or under the Notes and other Loan Documents or (ii) the ability of the Administrative Agent or the Lenders to realize the material benefits intended to be provided by the Obligors under the Loan Documents or (c) the subjection of the Administrative Agent or any Lender to any civil or criminal liability arising in connection with the Loan Documents.

“ Material Subsidiary ” means, at any date, a consolidated Subsidiary the Capital Stock of which is owned by WIL and/or one or more of its Subsidiaries and that either (a) has total assets in excess of 5% of the total assets of WIL and its consolidated Subsidiaries, in each case as determined in accordance with GAAP or (b) has gross net revenues in excess of 5% of the consolidated gross revenues of WIL and its consolidated Subsidiaries based, in each case, on the most recent audited consolidated financial statements of WIL.

“ Maturity Date ” means May 2, 2011, and for any Lender agreeing to extend the Maturity Date pursuant to Section 2.14 , May 2 in each year thereafter to which the Maturity Date has been extended, but in no event later than May 2, 2014.

“ Maximum Rate ” has the meaning set forth in Section 12.14.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Multiemployer Plan ” means any plan which is a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA).

“ Net Worth ” means, for any Person, at the date of any determination thereof, on a consolidated basis, the sum of (a) the par value or stated value of its Capital Stock, plus (b) capital in excess of par or stated value of shares of its Capital Stock, plus (or minus in the case of a deficit) (c) retained earnings or accumulated deficit, as the case may be, plus (d) any other account which, in accordance with GAAP, constitutes stockholders’ equity, but excluding

(i) any treasury stock, (ii) non-cash charges incurred in connection with the Acquisition in an aggregate amount not to exceed $350,000,000 and (iii) the effects upon net worth resulting from the translation of foreign currency-denominated assets into Dollars.

“ New Funds Amount ” has the meaning specified in Section 2.15 .

“ New Parent ” has the meaning specified in the definition of the term “ Redomestication ”.

“ Non-Extending Lender ” means, with respect to any extension of the Maturity Date pursuant to Section 2.14 , any Lender that has not consented to or has been deemed not to have consented to such extension pursuant to Section 2.14 .

“ Norwegian Kroner ” means the lawful currency of the Kingdom of Norway.

“ Norwegian Kroner Sublimit ” means, at any time, an amount equal to the product of (a) the aggregate amount of the Commitments at such time multiplied by (b) a fraction, the numerator of which is $16,000,000 and the denominator of which is $250,000,000.

“ Notes ” has the meaning specified in Section 2.06(e) .

“ Notice of Commitment Increase ” has the meaning specified in Section 2.15 .

“ Obligations ” means, as at any date of determination thereof, the sum of the following: (a) the aggregate principal amount of Loans outstanding hereunder on such date, plus (b) all reimbursement obligations with respect to then outstanding Letters of Credit, plus (c) all other outstanding liabilities, obligations and indebtedness of any Borrower under any Loan Document on such date.

“ Obligors ” means WIL, WII (unless the Guaranty has been terminated and not reinstated pursuant to Section 11.07 ) and each other Borrower.

“ Optional Currency ” means Australian Dollars, Canadian Dollars, Euros, Norwegian Kroner or Pounds Sterling, so long as such currency is freely traded and convertible into Dollars in the London Interbank market and a Dollar Equivalent thereof can be calculated. If, after the making of a Loan in an Optional Currency, such Optional Currency ceases to be lawful currency freely convertible into Dollars and is replaced by the Euro, thereafter the Optional Currency for purposes of such Loan shall be the Euro.

“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies, other than Excluded Taxes, arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement, but only to the extent that any of the foregoing is imposed by (i) Bermuda, the Republic of Hungary, the United States or any other jurisdiction in which any Borrower is organized or is resident for tax purposes or any other jurisdiction in which WIL is Redomesticated or is resident for tax purposes with respect to a Foreign Lender, or (ii) Bermuda, the Republic of Hungary or any other jurisdiction in which any Borrower is organized or is resident for tax purposes or any other jurisdiction (other than the United States) in which WIL is

Redomesticated or is resident for tax purposes with respect to a Lender which is not a Foreign Lender.

“ Participant ” has the meaning specified in Section 12.05(c) .

“ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“ Performance Level ” means a reference to one of Performance Level I, Performance Level II, Performance Level III, Performance Level IV or Performance Level V.

“ Performance Level I ” means, at any date of determination, WIL shall have an Index Debt rating in effect on such date of A or better by S&P and A2 or better by Moody’s.

“ Performance Level II ” means, at any date of determination, (a) the Performance Level does not meet the requirements of Performance Level I and (b) WIL shall have an Index Debt rating in effect on such date of A- or better by S&P and A3 or better by Moody’s.

“ Performance Level III ” means, at any date of determination, (a) the Performance Level does not meet the requirements of Performance Level I or Performance Level II and (b) WIL shall have an Index Debt rating in effect on such date of BBB+ or better by S&P and Baa1 or better by Moody’s.

“ Performance Level IV ” means, at any date of determination, (a) the Performance Level does not meet the requirements of Performance Level I, Performance Level II or Performance Level III and (b) WIL shall have an Index Debt rating in effect on such date of BBB or better by S&P and Baa2 or better by Moody’s.

“ Performance Level V ” means, at any date of determination, the Performance Level does not meet the requirements of Performance Level I, Performance Level II, Performance Level III or Performance Level IV.

“ Permitted Liens ” means, without duplication,

(a) Liens, not otherwise permitted under any other provision of this definition, securing Indebtedness permitted under this Agreement in an aggregate principal amount at any time outstanding which does not exceed 12% of WIL’s Net Worth;

(b) Liens for Taxes or unpaid utilities not yet delinquent or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of WIL or its Subsidiaries, as the case may be, in conformity with GAAP;

(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been made in accordance with GAAP;

(d) pledges or deposits or deemed trusts in connection with workers’ compensation, unemployment insurance, pension, employment or other social security legislation;

(e) easements, rights-of-way, use restrictions, minor defects or irregularities in title, reservations (including reservations in any original grant from any government of any land or interests therein and statutory exceptions to title) and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of WIL or any of its Subsidiaries;

(f) judgment and attachment Liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings, promptly instituted and diligently conducted, and for which adequate reserves have been made to the extent required by GAAP;

(g) Liens on the assets of any entity or asset existing at the time such asset or entity is acquired by WIL or any of its Subsidiaries, whether by merger, amalgamation, consolidation, purchase of assets or otherwise; provided that (i) such Liens are not created, incurred or assumed by such entity in contemplation of such entity’s being acquired by WIL or any of its Subsidiaries, (ii) such Liens do not extend to any other assets of WIL or any of its Subsidiaries and (iii) the Indebtedness secured by such Liens is permitted pursuant to this Agreement;

(h) Liens securing Indebtedness of WIL or its Subsidiaries not prohibited by Section 8.04 incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created not more than 90 days after the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the Liens are not modified to secure other Indebtedness and the amount of Indebtedness secured thereby is not increased;

(i) Liens incurred to secure the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money);

(j) leases or subleases granted to others not interfering in any material respect with the business of WIL or any of its Subsidiaries;

(k) Liens to secure obligations arising from statutory or regulatory requirements;

(l) any interest or title of a lessor in property subject to any Capitalized Lease Obligation or operating lease which, in each case, is permitted under this Agreement;

(m) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of WIL or any of its Subsidiaries on deposit with or in possession of such bank; and

(n) any renewal or refinancing of or substitution for, or any extension or modification of any maturity date for any Indebtedness secured by, any Lien permitted by any of the preceding clauses; provided that the debt secured is not increased nor the Lien extended to any additional assets.

“ Person ” means any individual, corporation, company, limited or general partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or other entity, or any Governmental Authority.

“ Plan ” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either (a) maintained by WIL or any ERISA Affiliate for employees of WIL or any ERISA Affiliate or (b) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which WIL or any ERISA Affiliate is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.

“ Pounds Sterling ” means the lawful currency of the United Kingdom.

“ Pounds Sterling Sublimit ” means, at any time, an amount equal to the product of (a) the aggregate amount of the Commitments at such time multiplied by (b) a fraction, the numerator of which is $66,000,000 and the denominator of which is $250,000,000.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by Deutsche Bank as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Public Debt Offering ” means the public offering and sale of one or more series of senior notes of the Borrower, pursuant to the Borrower’s existing shelf registration statement on Form S-3 (SEC Registration No. 333-135244), through a syndicate of underwriters for whom Goldman, Sachs & Co., Deutsche Bank Securities Inc and Merrill Lynch, Pierce, Fenner & Smith Incorporated shall act as Joint Book-Running Managers, which notes shall be in an aggregate principal amount of not less than $1,500,000,000 and as to which the due and punctual payment of principal, interest and premium (if any) shall be unconditionally guaranteed, on a senior unsecured basis, by the Guarantor.

“ Redomestication ” means:

(a) any amalgamation, merger, conversion or consolidation of WIL or WII with or into any other Person, or of any other Person with or into WIL or WII, or the sale or other disposition (other than by lease) of all or substantially all of its assets by WIL or WII to any other Person,

(b) any continuation, discontinuation, amalgamation, merger, conversion, consolidation or domestication or similar action with respect to WIL or WII pursuant to the law of the jurisdiction of its organization and of any other jurisdiction, or

(c) the formation of a Person that becomes, as part of the transaction, the owner of 100% of the Capital Stock of WIL (the “ New Parent ”),

if as a result thereof

(x) in the case of any action specified in clause (a) , the entity that is the surviving, resulting or continuing Person in such merger, amalgamation, conversion or consolidation, or the transferee in such sale or other disposition,

(y) in the case of any action specified in clause (b) , the entity that constituted such Obligor, immediately prior thereto (but disregarding for this purpose any change in its jurisdiction of organization), or

(z) in the case of any action specified in clause (c) , the New Parent

(in any such case the “ Surviving Person ”) is a corporation or other entity, validly incorporated or formed and existing in good standing (to the extent the concept of good standing is applicable) under the laws of Delaware or another State of the United States or under the laws of the United Kingdom, The Kingdom of the Netherlands or (with the consent of the Required Lenders, such consent not to be unreasonably withheld) under the laws of any other jurisdiction, whose Capital Stock of each class issued and outstanding immediately following such action, and giving effect thereto, shall be beneficially owned by the same Persons, in the same percentages, as was the Capital Stock of the entity constituting WIL immediately prior thereto and, if the Surviving Person is WII or the New Parent, the Surviving Person continues to be owned, directly or indirectly, 100% by Persons who were shareholders of WIL immediately prior to such transaction and the Surviving Person shall have delivered to the Administrative Agent (i) a certificate to the effect that, both before and after giving effect to such transaction, no Default or Event of Default exists, (ii) an opinion, reasonably satisfactory in form, scope and substance to the Administrative Agent, of counsel reasonably satisfactory to the Administrative Agent, addressing such matters in connection with the Redomestication as the Administrative Agent or any Lender may reasonably request, and (iii) if the Surviving Person is the New Parent, a guaranty of the Obligations in form and substance reasonably satisfactory to the Administrative Agent.

“ Reducing Percentage Lender ” has the meaning specified in Section 2.15 .

“ Reduction Amount ” has the meaning specified in Section 2.15 .

“ Reference Bank ” means Deutsche Bank.

“ Register ” has the meaning specified in Section 12.05(b)(iv) .

“ Regulation D ” means Regulation D of the Board (respecting reserve requirements), as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“ Regulation T ” means Regulation T of the Board (respecting eligible securities and margin requirements), as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“ Regulation U ” means Regulation U of the Board (respecting margin credit extended by banks), as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“ Regulation X ” means Regulation X of the Board (respecting borrowers who obtain margin credit), as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Reportable Event ” means an event described in Section 4043(c) of ERISA with respect to a Plan as to which the 30-day notice requirement has not been waived by the PBGC.

“ Required Lenders ” means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing (x) at any time that there are three or fewer Lenders that are not Affiliates of any other Lender, at least 70% and (y) at any time that there are four or more Lenders that are not Affiliates of any other Lender, at least fifty-one percent (51%), of the sum of the total Revolving Credit Exposures and unused Commitments at such time.

“ Requirement of Law ” means, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ” means, with respect to any Obligor, the president, the chief financial officer, the controller or any vice president of such Obligor, or an individual specifically authorized by the Board of Directors of such Obligor to sign on behalf of such Obligor.

“ Revaluation Date ” means each of the following: (i) each date of a Borrowing of a Eurocurrency Loan denominated in an Optional Currency, (ii) each date of a continuation of a Eurocurrency Loan denominated in an Optional Currency, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall reasonably require as a result of money or capital markets conditions or the occurrence and continuation of an Event of Default.

“ Revolving Credit Exposure ” means, with respect to any Lender at any time, the sum of the Dollar Equivalent of the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.

“ S&P ” means Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc.

“ Specified Debt ” means any obligation created or assumed by any Person for the repayment of money borrowed and any purchase money obligation created or assumed by such Person and any guarantee of the foregoing.

“ Statutory Reserve Rate ” means with respect to any currency, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve, liquid asset or similar percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by any Governmental Authority of the United States or of the jurisdiction of such currency or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable to loans in such currency are determined. Such reserve, liquid asset or similar percentages shall include those imposed pursuant to Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any other applicable law, rule or regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subsidiary ” of a Person means (a) a company or corporation a majority of whose Voting Stock is at the time, directly or indirectly, owned by such Person, by one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person, (b) a partnership in which such Person or a subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if such Person or its subsidiary is entitled to receive more than 50% of the assets of such partnership upon its dissolution, or (c) any other Person (other than a corporation or partnership) in which such Person, directly or indirectly, at the date of determination thereof, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person. Unless the context otherwise clearly requires, references in this Agreement to a “Subsidiary” or the “Subsidiaries” refer to a Subsidiary or the Subsidiaries of WIL.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“ Three-Month Secondary CD Rate ” means, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day is not a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day) or, if such rate is not so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of

deposit of major money center banks in New York City received at approximately 10:00 a.m., New York City time, on such day (or, if such day is not a Business Day, on the next preceding Business Day) by the Administrative Agent from three negotiable certificate of deposit dealers of recognized standing selected by it.

“ Total Capitalization ” means, for any Person, at the date of determination thereof, the sum of (a) Consolidated Indebtedness of such Person plus (b) Net Worth of such Person.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“ Voting Stock ” means, with respect to any Person, securities of any class or classes of Capital Stock in such Person entitling holders thereof (whether at all times or only so long as no senior class of stock has voting power by reason of any contingency) to vote in the election of members of the Board of Directors or other governing body of such Person.

“ Wholly-Owned Subsidiary ” of a Person means a Subsidiary of which all issued and outstanding Capital Stock (excluding directors’ qualifying shares or similar jurisdictional requirements) is directly or indirectly owned by such Person.

“ WII ” has the meaning specified in paragraph (b) on page one.

“ WIL ” has the meaning specified in paragraph (a) on page one.

SECTION 1.02. Types of Borrowings . Borrowings hereunder are distinguished by “Type” and the Currency in which each is denominated. The “Type” of a Loan refers to the determination whether such Loan is a part of a Loan bearing interest at the Adjusted LIBO Rate or at the Alternate Base Rate.

SECTION 1.03. Accounting Terms; Changes in GAAP . All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Effective Date, such that the defined terms set forth in Section 1.01 or the covenants set forth in Article VIII would then be calculated in a different manner or with different components or would render the same not meaningful criteria for evaluating the matters contemplated to be evidenced by such covenants, (a) WIL and the Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VIII , or both, in such respects as shall reasonably be deemed necessary by the Required Lenders so that the criteria for evaluating the matters contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Obligors shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Obligors would have been in compliance therewith under GAAP as in effect immediately prior to such change.

SECTION 1.04. Interpretation . (a) In this Agreement, unless a clear contrary intention appears:

(i) the singular number includes the plural number and vice versa ;

(ii) reference to any gender includes each other gender;

(iii) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(iv) unless the context indicates otherwise, reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, including any Person that becomes a successor to WIL or WII as a result of a Redomestication, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually, provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this Agreement;

(v) except as expressly provided to the contrary herein, reference to any agreement, document or instrument (including this Agreement) means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, and reference to any Note or other note includes any note issued pursuant hereto in extension or renewal thereof and in substitution or replacement therefor;

(vi) unless the context indicates otherwise, reference to any Article, Section, Schedule or Exhibit means such Article or Section hereof or such Schedule or Exhibit hereto;

(vii) the word “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term;

(viii) with respect to the determination of any period of time, except as expressly provided to the contrary, the word “from” means “from and including” and the word “to” means “to but excluding”;

(ix) reference to any law, rule or regulation means such as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time.

(b) The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

(c) No provision of this Agreement shall be interpreted or construed against any Person solely because that Person or its legal representative drafted such provision.

(d) Unless otherwise specified herein, (i) all dollar amounts expressed herein shall refer to Dollars and (ii) for purposes of calculating compliance with the terms of this Agreement

and the other Loan Documents (including for purposes of calculating compliance with the covenants), each obligation or calculation shall be converted to its Dollar Equivalent.

(e) The Administrative Agent shall determine the Exchange Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts in respect of Borrowings denominated in Optional Currencies. Such Exchange Rates shall become effective as of such Revaluation Date and shall be the Exchange Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Obligors hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.

ARTICLE II
COMMITMENTS; LOANS

SECTION 2.01. Loans .

(a) Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrowers, in Dollars or any Optional Currency, from time to time during the Availability Period in an aggregate principal amount that shall not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (ii) the sum of the total Revolving Credit Exposures of all Lenders exceeding the total Commitments, (iii) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Australian Dollars exceeding the Australian Dollar Sublimit, (iv) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Canadian Dollars exceeding the Canadian Dollar Sublimit, (v) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Euros exceeding the Euro Sublimit, (vi) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Norwegian Kroner exceeding the Norwegian Kroner Sublimit or (vii) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Pounds Sterling exceeding the Pounds Sterling Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Loans.

(b) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(c) Subject to Section 2.10 , each Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as a Borrower may request in accordance herewith. Eurocurrency Loans may be denominated in Dollars or in an Optional Currency. All Loans denominated in an Optional Currency must be Eurocurrency Loans. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the

joint and several obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.

(d) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Borrowing is made, such ABR Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 3.01(e) . Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of seven Eurocurrency Borrowings outstanding.

(e) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.02. Requests for Borrowings . To request a Borrowing, a Borrower shall notify the Administrative Agent (and the Administrative Agent shall promptly thereafter notify the Lenders) of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 3.01(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower requesting the Borrowing. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01 :

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

(iv) in the case of a Eurocurrency Borrowing, the applicable Currency in which such Borrowing is to be made;

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(vi) the location and number of the account of the requesting Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.03 .

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Currency is specified with respect to any requested Eurocurrency Borrowing, then the requesting Borrower shall be deemed to have requested that such Eurocurrency Borrowing be made in Dollars. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the requesting Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of, and applicable Currency of, such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.03. Funding of Borrowings .

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the applicable Currency (i) by 12:00 noon, New York City time, in the case of a Borrowing consisting of Eurocurrency Loans, and (ii) by 1:00 p.m., New York City time, in the case of a Borrowing consisting of ABR Loans, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent shall make such Loans available to the requesting Borrower by promptly crediting the amounts so received in like funds to an account of such Borrower maintained with the Administrative Agent in New York, New York and designated by such Borrower in the applicable Borrowing Request; provided that an ABR Borrowing made to finance the reimbursement of an LC Disbursement as provided in Section 3.01(e) shall be remitted by the Administrative Agent to the Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurocurrency Loans (or, in the case of any Borrowing of ABR Loans, prior to 12:00 noon, New York City time, on the date of such Borrowing) that such Lender shall not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the requesting Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the Borrowers, jointly and severally, and the applicable Lender severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the requesting Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of (A) the Federal Funds Effective Rate, in the case of Loans denominated in Dollars, and the rate reasonably determined by the Administrative Agent to be the cost to it of funding such amount, in the case of Loans denominated in an Optional Currency, and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to ABR Borrowings, in the case of Loans denominated in Dollars, and the interest rate applicable to such Borrowing, in the case of Loans denominated in

any other currency. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.04. Interest Elections .

(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period and shall be denominated in such Currency, in each case as specified in such Borrowing Request. Thereafter, a Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods and Currencies therefor, all as provided in this Section. A Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, a Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.02 if such Borrower were requesting a Borrowing of the Type and Currency resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by such Borrower. Notwithstanding any other provision of this Section, no Borrower shall be permitted to change the currency of any Borrowing.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02 :

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “ Interest Period ”.

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower making such Interest Election Request shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If a Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall (i) in the case of a Borrowing denominated in Dollars, be converted to an ABR Borrowing and (ii) in the case of a Borrowing denominated in an Optional Currency, be converted to an ABR Borrowing (denominated in Dollars) in an amount equal to the Dollar Equivalent of such Eurocurrency Borrowing on the last day of such Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies WIL, then, so long as an Event of Default is continuing (1) no outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing and (2) unless repaid, each Eurocurrency Borrowing shall at the end of the Interest Period applicable thereto (A) in the case of a Borrowing denominated in Dollars, be converted to an ABR Borrowing, and (B) in the case of a Borrowing denominated in an Optional Currency, be converted to an ABR Borrowing (denominated in Dollars) in an amount equal to the Dollar Equivalent of such Eurocurrency Borrowing on the last day of such Interest Period.

SECTION 2.05. Termination and Reduction of Commitments .

(a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) WIL may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) WIL shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.07 , the Revolving Credit Exposures would exceed the total Commitments.

(c) WIL shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by WIL pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by WIL may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by WIL (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, and each such reduction of each such Lender’s Commitment shall be applied to the reduction of such Lender’s commitment to make Loans and acquire LC Exposure in the same proportion as each such commitment bears to such Lender’s total Commitment immediately prior to such reduction.

SECTION 2.06. Repayment of Loans; Evidence of Debt .

(a) The Borrowers hereby jointly and severally and unconditionally promise to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers, jointly and severally, to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note (all of such notes being hereinafter collectively referred to as the “ Notes ”). In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable, jointly and severally, to the order of such Lender and in the form of Exhibit D . Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 12.05 ) be represented by one or more Notes in such form payable to the order of the payee named therein.

SECTION 2.07. Prepayment of Loans .

(a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

(b) A Borrower shall notify the Administrative Agent by telephone (promptly confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05 , then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05 . Promptly following receipt of any such

notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02 . Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.09 . All prepayments under this Section 2.07(b) shall be subject to Section 2.12 .

(c) On the date that a Change of Control of the type described in clause (a)(iii) of the definition of such term occurs and on the date that is 15 days after the occurrence of any other type of Change of Control, the Commitments shall terminate and the Borrowers (i) jointly and severally, shall prepay the principal amount of the Loans and all accrued and unpaid interest thereon in immediately available funds and (ii) deposit in an account with the Administrative Agent, in the name of the Administrative Agent for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon. Such deposit shall be held by the Administrative Agent for the payment of LC Exposure. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall be invested so as to earn interest at such rate on overnight deposits as the Administrative Agent may reasonably obtain, but such investments shall be made at the Borrowers’ risk and expense. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the joint and several reimbursement obligations of the Borrowers for the LC Exposure at such time. Moneys in such account (to the extent not applied as aforesaid) shall be returned to the applicable Borrower within three Business Days after all LC Exposure shall have been reduced to zero.

SECTION 2.08. Fees .

(a) The Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Facility Fee Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 365 or 366 days, as applicable, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Borrowers, jointly and severally, agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurocurrency Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC

Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of .125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure (which shall in any event be a minimum of $500.00 per annum for each Letter of Credit), as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in Dollars on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable in Dollars within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 365 or 366 days, as applicable, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The Borrowers, jointly and severally, agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between WIL and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.09. Interest .

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing.

(d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Borrowings as provided in paragraph (a) of this Section.

(e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be presumed correct absent manifest error.

SECTION 2.10. Alternate Rate of Interest . If prior to the commencement of any Interest Period for a Eurocurrency Borrowing denominated in any Currency:

(a) the Administrative Agent determines (which determination shall be presumed correct absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Currency for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to WIL and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies WIL and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any ABR Borrowing to, or continuation of any Eurocurrency Borrowing as, a Eurocurrency Borrowing in such Currency shall be ineffective, and, in the case of any request for the continuation of a Eurocurrency Borrowing, such Eurocurrency Borrowing shall on the last day of the Interest Period applicable thereto be converted to (A) in the case of a Eurocurrency Borrowing denominated in Dollars, an ABR Borrowing or (B) in the case of a Eurocurrency Borrowing denominated in an Optional Currency, an ABR Borrowing (denominated in Dollars) in an amount equal to the Dollar Equivalent of the amount of such Eurocurrency Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Borrowing in such Currency, such Borrowing shall be made as an ABR Borrowing in an amount equal to the Dollar Equivalent of the amount of the requested Eurocurrency Borrowing.

SECTION 2.11. Increased Costs .

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers, jointly and severally, shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as shall compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrowers, jointly and severally, shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as shall compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section, along with (i) a calculation of such amount or amounts, (ii) a description of the specific Change in Law that justifies such amounts due, and (iii) such other pertinent information related to the foregoing as any Borrower may reasonably request, shall be delivered to such Borrower and shall be presumed correct absent manifest error. The Borrowers, jointly and severally, shall pay such Lender or the Issuing Bank, as the case may be, the correct amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the

Issuing Bank’s right to demand such compensation; provided that no Borrower shall be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 120 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.12. Break Funding Payments . In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.07(b) and is revoked in accordance therewith), or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of an assignment required by WIL pursuant to Section 4.03(b) , then, in any such event, the Borrowers, jointly and severally, shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall be presumed correct absent manifest error, and shall set forth a calculation of such amounts and such other information as any Borrower may reasonably request. The Borrowers, jointly and severally, shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.13. Agreement to Defer Exercise of Right of Contribution, Etc. Notwithstanding any payment or payments made by a Borrower (a “ Paying Borrower ”) hereunder, or any setoff or application by the Administrative Agent or any Lender of any security furnished by, or of any credits or claims against, such Paying Borrower, if an Event of Default has occurred and is continuing, such Paying Borrower will not assert or exercise any rights of the Administrative Agent or any Lender or of its own, against any other Borrower to recover the amount of any such payment, setoff or application by the Administrative Agent or any Lender, whether by way of assertion of any claim, or exercise of any remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, participation or otherwise, and whether arising by contract, by statute, under common law or otherwise, and, if an Event of Default has occurred and is continuing, such Paying Borrower shall not have any right to exercise any right of recourse to or any claim against assets or property of the other

Borrowers for such amounts, in each case unless and until all of the Obligations of the Borrowers have been fully and finally satisfied. If any amount shall be paid to a Paying Borrower by any other Borrower after payment in full of the Obligations, and the Obligations shall thereafter be reinstated in whole or in part and the Administrative Agent or any Lender forced to repay to any Borrower any sums received in payment of the Obligations, the obligations of each Borrower hereunder shall be automatically pro tanto reinstated and such amount shall be held in trust by the payee thereof for the benefit of the Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent to be credited and applied to the Obligations, whether matured or unmatured.

SECTION 2.14. Extension of Maturity Date .

(a) Not earlier than 90 days prior to, nor later than 30 days prior to, each May 2 occurring hereafter, beginning with May 2, 2011, and on not more than three occasions, WIL may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Prior to the earlier of (i) 30 days after delivery of such notice by the Administrative Agent to the Lenders and (ii) three Business Days prior to the then existing Maturity Date, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the Lenders’ responses.

(b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and after giving effect to any replacements of Non-Extending Lenders pursuant to Section 4.03(b) ) have consented thereto, whereupon the Maturity Date shall be extended to the date which is one year after the Maturity Date in effect prior to such extension (such existing Maturity Date, the “ Extension Effective Date ”). The Administrative Agent shall promptly notify the Lenders of such extension, specifying the Extension Effective Date and the new Maturity Date. As a condition precedent to such extension, each Obligor shall deliver to the Administrative Agent a certificate of such Obligor dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension and (ii) certifying that (A) before and after giving effect to such extension, the representations and warranties contained in Article VI made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) as of the Extension Effective Date, both before and immediately after giving effect to such extension no Default or Event of Default has occurred and is continuing, and (C) as of the Extension Effective Date, there has been no material adverse change, since the date of the most recent Annual Report on Form 10-K furnished or deemed furnished to the Administrative Agent and each Lender pursuant to Section 7.01(b) , 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.

(c) Notwithstanding any extension of the Maturity Date pursuant to this Section 2.14 , each Non-Extending Lender that has not been replaced by another Lender pursuant to Section 4.03 prior to the applicable Extension Effective Date shall continue to be subject to the Maturity Date in effect prior to giving effect to such extension (the “ Existing Maturity Date ”), and references herein to the “Maturity Date”, as to such Non-Extending Lender, shall be deemed to refer to the Existing Maturity Date. On the Existing Maturity Date, the Borrowers shall (i) prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.12 ) to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date and (ii) pay all other obligations accrued or owing hereunder to each Non-Extending Lender as of the Existing Maturity Date.

SECTION 2.15. Increase in Commitments .

(a) Subject to the terms and conditions set forth herein, WIL shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent and the Issuing Bank (not to be unreasonably withheld, delayed or conditioned), to cause from time to time an increase in the aggregate Commitments (a “ Commitment Increase ”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and the Issuing Bank (each a “ CI Lender ”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Event of Default shall have occurred and be continuing on the effective date of such Commitment Increase, (ii) no such Commitment Increase shall be in an amount less than $15,000,000, (iii) no such Commitment Increase shall cause the aggregate Commitments to exceed $500,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, on the effective date of such Commitment Increase, any Loans have been funded, then the Borrowers shall be obligated to pay any breakage fees or costs or other amounts owing hereunder in connection with the breakage or reallocation of such outstanding Loans.

(b) Any Commitment Increase must be requested by written notice from WIL to the Administrative Agent (a “ Notice of Commitment Increase ”) in the form of Exhibit E attached hereto and shall be subject to the approval of the Administrative Agent and the Issuing Bank, such approval not to be unreasonably withheld, delayed or conditioned. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase ( provided that after giving effect to such requested Commitment Increase, the aggregate Commitments do not exceed the amount set forth in subparagraph (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date. The Administrative Agent and the Issuing Bank shall review each Notice of Commitment Increase and shall notify WIL whether or not the Administrative Agent and the Issuing Bank approve the proposed Commitment Increase, such approval not to be unreasonably withheld, delayed or conditioned. If the Administrative Agent and the Issuing Bank approve such Commitment

Increase, the Administrative Agent and the Issuing Bank shall execute a counterpart to the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in such notice (if the Administrative Agent and the Issuing Bank consented to such Commitment Increase prior to such proposed date) or on another date as determined by WIL and agreed to by the Administrative Agent and the Issuing Bank (such date referred to herein as the “ Commitment Increase Effective Date ”).

(c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount of each applicable Currency, which amounts, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrowers pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each Reducing Percentage Lender its Reduction Amount of each applicable Currency, which amounts, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrowers pursuant to Section 2.07(a) , ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrowers shall pay to each Lender any breakage fees or costs or other amounts owing hereunder in connection with the breakage or reallocation of any outstanding Loans.

(d) For purposes of this Section 2.15 and Exhibit E , the following defined terms shall have the following meanings: (i) “ New Funds Amount ” means, for any Lender or CI Lender and for any Currency, the amount equal to the product of such Lender’s increased Commitment or such CI Lender’s Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans denominated in such Currency immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “ Reducing Percentage Lender ” means each then existing Lender immediately prior to giving effect to a Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the aggregate Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “ Reduction Amount ” means, for any Reducing Percentage Lender and for any Currency, the amount by which such Reducing Percentage Lender’s outstanding Loans denominated in such Currency decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the appli

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