CREDIT AGREEMENT DATED AS OF FEBRUARY 23, 2018 AMONG DRIL-QUIP, INC., AS BORROWER THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AN ISSUING BANK AND...Credit Agreement • February 27th, 2018 • Dril-Quip Inc • Oil & gas field machinery & equipment • Texas
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 27th, 2018 • Dril-Quip Inc • Oil & gas field machinery & equipment • Texas
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of February 23, 2018 by and among Dril-Quip, Inc., a Delaware corporation (the “Borrower”), TIW Corporation, a Texas corporation (“TIW”), Honing, Inc., a Texas corporation (“Honing”), and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I (such additional entities, together with the Borrower, TIW and Honing, each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 27th, 2018 • Dril-Quip Inc • Oil & gas field machinery & equipment • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award”) is made as of October 28, 2017 (the “Grant Date”), by and between Dril-Quip, Inc., a Delaware corporation (the “Company”), and _________________ (the “Grantee”).
To: ________________________Omnibus Incentive Plan Of • February 27th, 2018 • Dril-Quip Inc • Oil & gas field machinery & equipment
You have been selected as a recipient of performance units (“Performance Units”) under the 2017 Omnibus Incentive Plan of Dril-Quip, Inc. (the “Plan”). This Award Agreement (“Agreement”) and the Plan together govern your rights and set forth all of the conditions and limitations affecting such rights. Terms used in this Agreement that are defined in the Plan will have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms will supersede and replace the conflicting terms of this Agreement.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • February 27th, 2018 • Dril-Quip Inc • Oil & gas field machinery & equipment • New York
This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “Amendment”) is dated as of February 26, 2018 (the “Effective Date”) and amends the Rights Agreement, dated as of November 24, 2008 (the “Rights Agreement”), by and between Dril-Quip, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, as successor-in-interest to Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC, a New Jersey limited liability company), as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the meaning(s) given to them in the Rights Agreement.
