GRANT PRIDECO, INC. Issuer and WELLS FARGO BANK, N.A. Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of April 18, 2008 To INDENTURE Dated as of July 27, 2005
EXHIBIT 4.3
GRANT PRIDECO, INC.
Issuer
and
XXXXX FARGO BANK, N.A.
Trustee
SIXTH SUPPLEMENTAL INDENTURE
Dated as of April 18, 2008
To
INDENTURE
Dated as of July 27, 2005
6 1/8% SENIOR NOTES DUE 2015
SIXTH SUPPLEMENTAL INDENTURE, dated as of April 18, 2008 (this “Supplemental Indenture”),
between Grant Prideco, Inc., a Delaware corporation (the “Company’), and Xxxxx Fargo Bank, N.A., a
national banking corporation, as trustee under the Indenture referred to below (the “Trustee”).
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of July
27, 2005 (the “Original Indenture”), such Original Indenture, as amended and supplemented from time
to time (including, without limitation, pursuant to this Supplemental Indenture), being referred to
herein as the “Indenture”; and
WHEREAS, pursuant to Section 10.02 of the Indenture, the Company and the Trustee may amend or
supplement the Indenture with the written consent of the Holders of at least a majority in
principal amount of the Notes outstanding; and
WHEREAS, National Oilwell Varco, Inc., a Delaware corporation (“National Oilwell Varco”), has
offered to exchange all of the outstanding Notes, upon the terms and subject to the conditions set
forth in its Prospectus, dated March 20, 2008, and in the related Letter of Transmittal and Consent
(the “Exchange Offer”); and
WHEREAS, in connection with the Exchange Offer, National Oilwell Varco has been soliciting
written consents of the Holders to the amendments to the Original Indenture set forth herein (and
to the execution of this Supplemental Indenture), and National Oilwell Varco has now obtained such
written consents from the Holders of a majority in aggregate principal amount of the outstanding
Notes; and
WHEREAS, accordingly, this Supplemental Indenture and the amendments set forth herein are
authorized pursuant to Section 10.02 of the Original Indenture; and
WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by
the parties hereto, and all other acts necessary to make this Supplemental Indenture a valid and
binding supplement to the Indenture effectively amending the Indenture as set forth herein have
been duly taken; and
NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all
Holders of the Notes, as follows:
ARTICLE 1.
RELATION TO INDENTURE; DEFINITIONS
Section 1.01. Relation to Indenture.
With respect to the Notes, this Supplemental Indenture constitutes an integral part of the
Indenture.
Section 1.02. Definitions.
For all purposes of this Supplemental Indenture, except as otherwise expressly provided
herein, capitalized terms used herein and not otherwise defined herein shall have the meanings
ascribed thereto in the Original Indenture.
Section 1.03. General References.
All references in this Supplemental Indenture to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and the
terms “herein”, “hereof”, “hereunder” and any other word of similar import refers to this
Supplemental Indenture.
ARTICLE 2.
AMENDMENTS TO INDENTURE
Section 2.01. Amendments.
With respect to all outstanding Notes:
(a) Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.15, 4.16, 4.17,
4.18, 4.19, 4.20, 5.01 and 6.01(c), (d), (f) and (g) of the Original Indenture are hereby
deleted and the Company is hereby released from its obligations thereunder;
(b) any failure by the Company to comply with the terms of any of the foregoing
Sections of the Original Indenture (whether before or after the execution of this
Supplemental Indenture) shall no longer constitute a Default or an Event of Default under
the Indenture and shall no longer have any other consequence under the Indenture;
Section 2.02. Deleted Defined Terms.
In conjunction with the amendments identified in Section 2.01 above, the following defined
terms used in the Indenture are hereby deleted:
“Acquired Debt”, “Affiliate Transaction”, “Asset Sale Offer”, “Attributable Debt”, “Change of
Control Offer”, “Change of Control Payment”, “Change of Control Payment Date”, “Change of Control
Triggering Event”, “Consolidated Cash Flow”, “Consolidated Net Income”, “Credit Facilities”,
“Designated Non-cash Consideration”, “Domestic Subsidiary”, “Excess Proceeds”, “Existing
Indebtedness”, “Fall-away Covenants”, “Fall-away Event”, “Fixed Charge Coverage Ratio”, “Fixed
Charges”, “Foreign Restricted Subsidiary”, “Investment Grade Rating”, “Liquid Securities”, “Net
Income”, “Permitted Debt”, “Permitted Liens”, “Permitted Refinancing Indebtedness”, “Rating
Agency”, “Rating Category”, “Rating Decline”, “Restricted Investment”, “sale and leaseback
transaction”, and “Total Assets”.
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Section 2.03. Effectiveness; Operation.
This Supplemental Indenture shall be effective as of the date hereof. However, the amendments
and other changes to the Original Indenture contemplated hereby shall become operative upon the
first acceptance of the Notes for exchange in the Exchange Offer and the delivery of the
consideration therefor to the Exchange Agent for the Exchange Offer.
ARTICLE 3.
MISCELLANEOUS
Section 3.01. Certain Trustee Matters.
The recitals contained herein shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Supplemental
Indenture or the proper authorization or due execution thereof by the Company.
Section 3.02. Continued Effect.
Except as expressly supplemented and amended by this Supplemental Indenture, the Original
Indenture (as supplemented and amended to date) shall continue in full force and effect in
accordance with the provisions thereof, and the Original Indenture (as so supplemented and amended,
and as further supplemented and amended by this Supplemental Indenture) is in all respects hereby
ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part
of the Original Indenture in the manner and to the extent herein and therein provided.
Section 3.03. Governing Law.
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 3.04. Counterparts.
This instrument may be executed in any number of counterparts, each of which shall be deemed
to be an original, but all such counterparts shall together constitute but one and the same
instrument.
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SIGNATURES
XXXXX FARGO BANK, N.A., as Trustee |
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By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||
GRANT PRIDECO, INC. |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President |
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XL SYSTEMS, L.P. | ||||||
By Grant Prideco Holding, LLC, | ||||||
its general partner | ||||||
GRANT PRIDECO, L.P. | ||||||
By Grant Prideco Holding, LLC, | ||||||
its general partner | ||||||
PLEXUS DEEPWATER TECHNOLOGIES LTD. | ||||||
By Grant Prideco Holding, LLC, | ||||||
its general partner | ||||||
REEDHYCALOG, L.P. | ||||||
By ReedHycalog, LLC, | ||||||
its general partner | ||||||
XL SYSTEMS INTERNATIONAL, INC. GP EXPATRIATE SERVICES, INC. GRANT PRIDECO HOLDING, LLC GRANT PRIDECO PC COMPOSITES |
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HOLDINGS, LLC | ||||||
TA INDUSTRIES, INC. TUBE-ALLOY CAPITAL CORPORATION TUBE-ALLOY CORPORATION TAI HOLDING, INC. INTELLIPIPE, INC. REEDHYCALOG CORING SERVICES INTERNATIONAL, INC. REEDHYCALOG INTERNATIONAL |
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HOLDING, LLC | ||||||
REEDHYCALOG NORWAY, LLC REEDHYCALOG COLOMBIA, LLC REEDHYCALOG AZERBAIJAN, LLC REEDHYCALOG ARGENTINA, LLC REEDHYCALOG KAZAKHSTAN, LLC REEDHYCALOG CIS, LLC REEDHYCALOG THAILAND, LLC REEDHYCALOG, LLC INTELLISERV, INC. REEDHYCALOG ANGOLA, LLC REEDHYCALOG GABON, LLC REEDHYCALOG CAMEROON, LLC REEDHYCALOG CONGO, LLC REEDHYCALOG ROMANIA, LLC |
(Signature Page continued on Next Page)
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ANDERGAUGE USA, INC. GRANT PRIDECO TUBE-ALLOY |
||||||
HOLDING LLC | ||||||
GRANT PRIDECO AB TCA | ||||||
HOLDING LLC | ||||||
V&M TCA, LP | ||||||
By Grant Prideco AB TCA Holding LLC, | ||||||
its general partner | ||||||
V&M ATLAS XXXXXXXX, XX | ||||||
By Grant Prideco AB TCA Holding LLC, | ||||||
its general partner | ||||||
V&M TUBE-ALLOY, LP | ||||||
By Grant Prideco Tube-Alloy Holding LLC, | ||||||
its general partner | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Secretary |
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GRANT PRIDECO USA, LLC GP USA HOLDING, LLC GRANT PRIDECO FINANCE, LLC GRANT PRIDECO EUROPEAN HOLDING, LLC |
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By: | /s/ Xxxx X. Xxxxx | |||||
Name: Xxxx X. Xxxxx | ||||||
Title: Vice President, Treasurer, Secretary |
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