EXHIBIT 4.2 GRANT PRIDECO ESCROW CORP. (TO BE ASSUMED BY GRANT PRIDECO, INC.) INDENTURE RELATING TO 9% SENIOR NOTES DUE 2009 DATED AS OF DECEMBER 4, 2002 WELLS FARGO BANK, N.A. TRUSTEE 9% SENIOR NOTES DUE 2009 TABLE OF CONTENTSIndenture • January 3rd, 2003 • Grant Prideco Inc • Oil & gas field machinery & equipment • New York
1 EXHIBIT 2.1 DISTRIBUTION AGREEMENTDistribution Agreement • April 20th, 2000 • Grant Prideco Inc • Oil & gas field machinery & equipment • Texas
ii) all loans, liabilities and indebtedness, whether now or hereafter incurred, owed to a Pledgor (collectively, the "Pledged Debt") and evidenced by each of the promissory notes payable to a Pledgor set forth on Schedule 2 (as amended, supplemented...Pledge Agreement • March 27th, 2001 • Grant Prideco Inc • Oil & gas field machinery & equipment • New York
AMONGRegistration Rights Agreement • May 13th, 2002 • Grant Prideco Inc • Oil & gas field machinery & equipment • Texas
EXHIBIT 10.13 OPERATING AGREEMENTOperating Agreement • December 29th, 1999 • Grant Prideco Inc • Oil & gas field machinery & equipment
GRANT PRIDECO FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2004 • Grant Prideco Inc • Oil & gas field machinery & equipment • New York
andSecurity Agreement • January 3rd, 2003 • Grant Prideco Inc • Oil & gas field machinery & equipment • Alberta
LIMITED LIABILITY COMPANY AGREEMENT OF REEDHYCALOG AZERBAIJAN, LLCLimited Liability Company Agreement • February 20th, 2003 • Grant Prideco Inc • Oil & gas field machinery & equipment • Delaware
AGREEMENTAgreement • December 29th, 1999 • Grant Prideco Inc • Oil & gas field machinery & equipment
GUARANTYGuaranty • April 20th, 2000 • Grant Prideco Inc • Oil & gas field machinery & equipment • New York
EXHIBIT 4.7 SECURITY AGREEMENT This SECURITY AGREEMENT (this "AGREEMENT") is dated as of December 19, 2002 and entered into by and among Grant Prideco, Inc., a Delaware corporation ("HOLDINGS"), each of THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES...Security Agreement • January 3rd, 2003 • Grant Prideco Inc • Oil & gas field machinery & equipment • New York
EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") by and between Grant Prideco, Inc., a Delaware corporation (the "Company"), and Matthew Fitzgerald (the "Executive"), is effective as of January 12, 2004. W I T N E S S E T...Employment Agreement • March 15th, 2004 • Grant Prideco Inc • Oil & gas field machinery & equipment • Texas
GRANT PRIDECOCredit Agreement • March 15th, 2004 • Grant Prideco Inc • Oil & gas field machinery & equipment • New York
CREDIT AGREEMENT DATED AS OF DECEMBER 19, 2002Credit Agreement • January 3rd, 2003 • Grant Prideco Inc • Oil & gas field machinery & equipment
PREAMBLESupply Agreement • March 15th, 2004 • Grant Prideco Inc • Oil & gas field machinery & equipment
WITNESSETH:Change of Control Agreement • March 27th, 2002 • Grant Prideco Inc • Oil & gas field machinery & equipment • Texas
EXHIBIT 4.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of July 10, 2000, among each of the entities identified as a Borrower on Schedule 1 (each a "Borrower," and...Loan and Security Agreement • March 27th, 2001 • Grant Prideco Inc • Oil & gas field machinery & equipment • New York
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2003 • Grant Prideco Inc • Oil & gas field machinery & equipment • Texas
BY AND AMONGInvestment Agreement • December 29th, 1999 • Grant Prideco Inc • Oil & gas field machinery & equipment
1 EXHIBIT 4.11 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT ("Guaranty") is executed effective the 14th day of April, 2000 by each of the persons, firms, corporations, partnerships or other entities listed on the signature pages hereto under the heading...Guaranty Agreement • May 15th, 2000 • Grant Prideco Inc • Oil & gas field machinery & equipment • Texas
WITNESSETH:Loan and Security Agreement • March 27th, 2002 • Grant Prideco Inc • Oil & gas field machinery & equipment • New York
EXHIBIT 10.15 MANUFACTURING AND SALES AGREEMENT THIS MANUFACTURING AND SALES AGREEMENT dated as of January 1, 1996, is by and between GRANT PRIDECO, S.A., a corporation organized under the laws of Switzerland ("Grant"), and Oil Country Tubular...Manufacturing Agreement • December 29th, 1999 • Grant Prideco Inc • Oil & gas field machinery & equipment
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement dated as of June 24, 2002 (this "Agreement"), is entered into between Grant Prideco, Inc., a Delaware corporation (the "Company"), and Michael McShane (the "Executive"). W I T N E S S E T H:...Employment Agreement • August 14th, 2002 • Grant Prideco Inc • Oil & gas field machinery & equipment • Texas
EXHIBIT 10.13 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of December 4, 2000Exchange and Registration Rights Agreement • March 27th, 2001 • Grant Prideco Inc • Oil & gas field machinery & equipment • New York
as Agent AMENDED AND RESTATED SECURITY AGREEMENT DECEMBER 19, 2002 TABLE OF CONTENTSSecurity Agreement • January 3rd, 2003 • Grant Prideco Inc • Oil & gas field machinery & equipment • Alberta
ARTICLE 1 DEFINITIONSTransition Services Agreement • March 14th, 2000 • Grant Prideco Inc • Oil & gas field machinery & equipment • Texas
FORM OFDistribution Agreement • October 22nd, 1999 • Grant Prideco Inc • Texas
1 EXHIBIT 10.2 TAX ALLOCATION AGREEMENT BY AND BETWEEN WEATHERFORD INTERNATIONAL, INC.Tax Allocation Agreement • March 14th, 2000 • Grant Prideco Inc • Oil & gas field machinery & equipment • Texas
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT Dated as of December 4, 2002Registration Rights Agreement • January 3rd, 2003 • Grant Prideco Inc • Oil & gas field machinery & equipment • New York
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIFTH AMENDMENT dated as of January 25, 2002 (this "Amendment") to the Amended and Restated Loan and Security Agreement, dated as of July 10, 2000 (the "Loan Agreement"; capitalized terms defined...Loan and Security Agreement • March 27th, 2002 • Grant Prideco Inc • Oil & gas field machinery & equipment • New York
EXHIBIT 10.23 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") by and between Grant Prideco, Inc., a Delaware corporation (the "Company"), and Frances R. Powell (the "Executive"), is effective as of April __, 2000. W I T N E S S E T...Employment Agreement • March 14th, 2000 • Grant Prideco Inc • Oil & gas field machinery & equipment • Texas
REGISTRATION RIGHTS AGREEMENT Dated as of July 27, 2005 Among GRANT PRIDECO, INC. and THE GUARANTORS NAMED HEREIN as Issuers, and BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE FIRST BOSTON LLC...Registration Rights Agreement • July 29th, 2005 • Grant Prideco Inc • Oil & gas field machinery & equipment • New York
This Registration Rights Agreement (this “Agreement”) is dated as of July 27, 2005, by and among GRANT PRIDECO, INC., a Delaware corporation (the “Company”), the subsidiaries of the Company that are listed on the signature page hereto (collectively, and together with an entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes (as defined herein), the “Guarantors” and, together with the Company, the “Issuers”), BANC OF AMERICA SECURITIES LLC, DEUTSCHE BANK SECURITIES INC., CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE FIRST BOSTON LLC, J.P. MORGAN SECURITIES INC. and NATEXIS BLEICHROEDER INC. as the initial purchasers (the “Initial Purchasers”).
AGREEMENT This Agreement is entered into by and between Tubos de Acero de Mexico ("Tamsa"), Tamsider S.A. de C.V. ("Tamsider"), Weatherford International, Inc., formerly known as EVI Weatherford, Inc. ("Weatherford"), and Pridecomex Holding, S.A. de...Stock Purchase Agreement • December 29th, 1999 • Grant Prideco Inc • Oil & gas field machinery & equipment
EXHIBIT 10.1 April 14, 2003 Re: Amendments to the Preferred Supplier Agreement Dated March 22, 2000 between Grant Prideco and Weatherford International, Inc. (the "Agreement"). Mr. Burt Martin Weatherford International, Inc. Dear Burt: Grant Prideco...Preferred Supplier Agreement • May 15th, 2003 • Grant Prideco Inc • Oil & gas field machinery & equipment
Re: Amendments to the Preferred Supplier Agreement Dated March 22, 2000 between Grant Prideco and Weatherford International, Inc. (the "Agreement").
AGREEMENT AND PLAN OF MERGER NATIONAL OILWELL VARCO, INC., NOV SUB, INC. and GRANT PRIDECO, INC. Dated as of December 16, 2007Merger Agreement • December 17th, 2007 • Grant Prideco Inc • Oil & gas field machinery & equipment • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of December 16, 2007, by and among National Oilwell Varco, Inc., a Delaware corporation (“Parent”), NOV Sub, Inc., a Delaware corporation (“Merger Sub”), and Grant Prideco, Inc., a Delaware corporation (the “Company”).
