SECURITY AGREEMENT Dated as of May 12, 2005 among GRANT PRIDECO, INC. and the other Debtors parties hereto in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

EXHIBIT 99.3

SECURITY AGREEMENT

Dated as of May 12, 2005

among

GRANT PRIDECO, INC.

and the other Debtors parties hereto

in favor of

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

TABLE OF CONTENTS

SECTION 1. DEFINITIONS			1
SECTION 2. GRANT OF SECURITY INTEREST			7
2.1 Grant of Security Interest			7
2.2 Avoidance Limitation			7
2.3 Debtors Remain Liable			8
SECTION 3. REPRESENTATIONS AND WARRANTIES			8
3.1 Title; No Other Liens			8
3.2 Perfected First Priority Liens			8
3.3 Debtor’s Legal Name; Jurisdiction of Organization; Chief Executive Office			9
3.4 Certain Collateral			9
3.5 Investment Property, Chattel Paper, and Instruments			9
3.6 Receivables			10
3.7 Intellectual Property			10
SECTION 4. COVENANTS AND AGREEMENTS			11
4.1 Covenants in Credit Agreement			11
4.2 Maintenance of Insurance			11
4.3 Maintenance of Perfected Security Interest; Further Documentation; Filing Authorization; Further Assurances; Power of Attorney			11
4.4 Changes in Name, etc			13
4.5 Delivery of Instruments and Chattel Paper			13
4.6 Investment Property			13
4.7 Deposit Accounts			15
4.8 Modifications of Receivables, Chattel Paper, Instruments and Payment Intangibles			15
4.9 Intellectual Property			16
4.10 Collateral in the Possession of Bailees, Landlords			17
4.11 [Reserved]			18
4.12 Actions With Respect to Certain Collateral			18
SECTION 5. LIMITATION ON PERFECTION OF SECURITY INTEREST			19
5.1 Chattel Paper and Instruments			19
5.2 Documents			19
5.3 Letter of Credit Rights			19

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Table of Contents

5.4 Vehicles; Mobile Goods			19
5.5 Tax Refunds			20
5.6 Deposit Accounts			20
5.7 Certain Foreign Assets			20
SECTION 6. REMEDIAL PROVISIONS			20
6.1 General Interim Remedies			20
6.2 Receivables, Chattel Paper, Instruments and Payment Intangibles			21
6.3 Contracts			21
6.4 Pledged Securities			22
6.5 Foreclosure			23
6.6 Application of Proceeds			24
6.7 Waiver of Certain Rights			24
6.8 Reinstatement			24
SECTION 7. MISCELLANEOUS			25
7.1 Amendments			25
7.2 Notices			25
7.3 No Waiver by Course of Conduct; Cumulative Remedies; No Duty			25
7.4 Enforcement Expenses; Indemnification			25
7.5 Successors and Assigns			26
7.6 Set-Off			26
7.7 Counterparts; Integration; Effectiveness			26
7.8 Severability			26
7.9 Section Headings			27
7.10 GOVERNING LAW			27
7.11 WAIVER OF JURY TRIAL			28
7.12 Additional Debtors			28
7.13 Termination; Releases			28

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SCHEDULES
Schedule 3.3		—		Organization Information
Schedule 3.4		—		Certain Collateral
Schedule 3.5		—		Pledged Securities
Schedule 3.7		—		Intellectual Property
ANNEXES
Annex I		—		Guaranty Security Agreement Supplement
Annex II		—		Patent Security Agreement Supplement
Annex III		—		Trademark Security Agreement Supplement
Annex IV		—		Copyright Security Agreement Supplement

SECURITY AGREEMENT

     This SECURITY AGREEMENT dated as of May 12, 2005 (this “Agreement”), is among GRANT PRIDECO, INC., a Delaware corporation (the “Parent”), the undersigned subsidiaries of the Parent (the Parent and such undersigned subsidiaries collectively being the “Debtors”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the holders of the Secured Obligations (as defined below).

INTRODUCTION

     Reference is made to the Credit Agreement dated as of May 12, 2005 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among the Parent and certain of its Subsidiaries as Borrowers (such Subsidiaries, together with the Parent, the “Borrowers”), Bank of America, N.A. as Syndication Agent, the Administrative Agent, and the Lenders, Swing Line Lenders, L/C Issuers, and agents from time to time party thereto. Pursuant to the Subsidiary Guaranty dated as of May 12, 2005 (as amended, supplemented, or otherwise modified from time to time, the “Subsidiary Guaranty”), made by the Debtors (other than the Parent), such Debtors have agreed to guarantee, among other things, the full payment and performance of all of the obligations of the Borrowers under the Credit Agreement. Pursuant to the Parent Guaranty dated as of May 12, 2005 (as amended, supplemented, or otherwise modified from time to time, the “Parent Guaranty”, and together with the Subsidiary Guaranty, the “Guaranties”), made by the Parent, the Parent has agreed to guarantee, among other things, the full payment and performance of all of the obligations of the other Borrowers under the Credit Agreement.

     The Debtors share an identity of interest as members of a combined group of companies and will derive substantial direct and indirect economic and other benefits from the extensions of credit under the Credit Agreement. It is a condition precedent to the effectiveness of the Credit Agreement and the extension of credit thereunder that the Debtors shall have entered into this Agreement in order to secure all Secured Obligations (as defined below). Therefore, in consideration of the credit expected to be received in connection with the Credit Agreement, the Debtors jointly and severally agree with the Administrative Agent as follows:

SECTION 1.

DEFINITIONS

     1.1 Terms defined above and elsewhere in this Agreement shall have their specified meanings. Capitalized terms used herein but not defined herein shall have the meanings specified by the Credit Agreement. All terms used herein and defined in the UCC shall have the same definitions herein as specified therein.

     1.2 Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Debtor, shall refer to such Debtor’s Collateral or the relevant part thereof.

     1.3 The following terms shall have the following meanings:

     “Chattel Paper” means all of each Debtor’s present and future chattel paper, including electronic chattel paper.

     “Collateral” has the meaning specified in Section 2.1.

     “Collateral Account” means any deposit account with the Administrative Agent which is designated, maintained, and under the sole control of the Administrative Agent and is pledged to the Administrative Agent which has been established pursuant to the provisions of this Agreement for the purposes described in this Agreement including collecting, holding, disbursing, or applying certain funds, all in accordance with this Agreement.

     “Contracts” shall mean all contracts, undertakings, or agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) to which any Debtor now is, or hereafter will be, bound, or a party, beneficiary, or assignee, in any event, including all contracts, undertakings, or agreements in or under which any Debtor may now or hereafter have any right, title, or interest, including any agreement relating to the terms of payment or the terms of performance of any Receivable.

     “Copyrights” means all of the following now owned or hereafter acquired by any Debtor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee, or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country and all extensions and renewals thereof, including registrations, recordings, supplemental registrations, and pending applications for registration in the United States Copyright Office, including, without limitation, those listed in Schedule 3.7.

     “Copyright Licenses” means any written agreement naming any Debtor as licensor or licensee (including, without limitation, those listed in Schedule 3.7), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit, and sell materials derived from any Copyright.

     “Copyright Security Agreement Supplement” means a supplement to this Agreement by each applicable Debtor in favor of the Administrative Agent, substantially in the form of Annex IV hereto.

     “Deposit Accounts” means all deposit accounts, lockbox accounts, concentration accounts, investment accounts, securities accounts, and other bank accounts now or hereafter held in the name of any Debtor.

     “Document” means any document including, without limitation, a xxxx of lading, dock warrant, dock receipt, warehouse receipt or order for the delivery of goods, and also any other document which in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers.

     “Equipment” means all of each Debtor’s present or future owned or leased fixtures and equipment wherever located, including equipment used by any Debtor for the provision of tubular technology services or marine products and services, or used in drilling or completing oil

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and gas xxxxx, vehicles, rolling stock, vessels, aircraft, and any manuals, instructions, blueprints, computer software (including software that is imbedded in and part of the equipment), and similar items which relate to the above, together with all parts thereof and all accessions and additions thereto.

     “Event of Default” means any “Event of Default” under the Credit Agreement.

     “Excluded Property” means any of the following property or assets of any Debtor:

     (a) any property or assets to the extent that the Debtors are prohibited from granting a security interest in, pledge of, or charge, mortgage, or lien upon any such property or assets by reason of applicable law or regulation to which such Debtors are subject, except to the extent such prohibition is ineffective under the UCC;

     (b) General Intangibles, Contracts, and Investment Property which by their respective express terms prohibit the grant of a security interest, except to the extent such prohibition is ineffective under the UCC;

     (c) permits and licenses to the extent the grant of a security interest therein is prohibited under applicable law or regulation or by their express terms, except to the extent such prohibition is ineffective under the UCC; and

     (d) Excluded Stock.

     “Excluded Stock” means (a) 35% of the capital stock, membership interests, or other equity or ownership interests in each direct Foreign Subsidiary of the Debtors that is a “controlled foreign corporation” under the Code and (b) any capital stock, membership interests, or other equity or ownership interests in entities that are not Wholly Owned Subsidiaries that are subject to an existing and enforceable negative pledge provision.

     “Fixtures” means any fixture or fixtures now or hereafter owned or leased by any of the Debtors, or in which any of the Debtors holds or acquires any other right, title, or interest, constituting “fixtures” under the UCC.

     “General Intangibles” means all general intangibles now owned or hereafter acquired by any Debtor, including all right, title, and interest that such Debtor may now or hereafter have in or under any Contract, all payment intangibles, customer lists, Licenses, Copyrights, Trademarks, Patents, and all applications therefor and reissues, extensions, or renewals thereof, rights in Intellectual Property, interests in partnerships, joint ventures, and other business associations, licenses, permits, copyrights, trade secrets, software, data bases, data, processes, models, drawings, materials and records, goodwill (including the goodwill associated with any Trademark or Trademark License), all rights and claims in or under insurance policies (including insurance for fire, damage, loss and casualty, whether covering personal property, real property, tangible rights and intangible rights, all liability, life, key man and business interruption insurance, and all unearned premiums), uncertificated securities, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged stock and Investment Property, rights or indemnification.

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     “Instruments” means all of each Debtor’s instruments, including all promissory notes and other evidences of indebtedness, including intercompany instruments, other than instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper.

     “Intellectual Property” means all intellectual and similar property of any Debtor of every kind and nature now owned or hereafter acquired by any Debtor, including inventions, designs, Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights, Copyright Licenses, domain names and domain name registrations, trade secrets, confidential or proprietary technical and business information, know-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, licenses for any of the foregoing and all license rights, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

     “Investment Property” shall mean, other than any shares or equity interests constituting Excluded Property or Excluded Stock, all investment property now owned or hereafter acquired by any Debtor, wherever located, including (i) all securities, whether certificated or uncertificated, including stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (ii) all securities entitlements of any Debtor, including the rights of any Debtor to any securities account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (iii) all securities accounts of any Debtor; (iv) all commodity contracts of any Debtor; and (v) all commodity accounts held by any Debtor.

     “Inventory” means all of each Debtor’s present and future inventory, wherever located, including inventory, merchandise, goods, and other personal property that are held by or on behalf of any Debtor for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature, or description used or consumed or to be used or consumed in such Debtor’s business or in the processing, production, packaging, promotion, delivery, or shipping of the same, including all supplies, and embedded software. “Inventory” shall also include inventory in joint production with another person, inventory in which any Debtor has an interest as consignor, and inventory that is returned to or stopped in transit by any Debtor, and all combinations and products thereof.

     “Letter-of-Credit Rights” shall mean all letter-of-credit rights now owned or hereafter acquired by any Debtor, including rights to payment or performance under a letter of credit, whether or not such Debtor, as beneficiary, has demanded or is entitled to demand payment or performance.

     “Licenses” shall mean any Patent License, Trademark License, Copyright License, or other license or sublicense to which any Debtor is a party, including any franchises, permits, certificates, licenses, authorizations and the like, and any other requirements of any government or any commission, board, court, agency, instrumentality, or political subdivision thereof.

     “Lien Waiver” shall mean a waiver and acknowledgment by a landlord, bailee, or other Person that is not a Debtor, in form and substance satisfactory to the Administrative Agent,

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waiving such Person’s lien in the Collateral, if any, and acknowledging that such Person holds such Collateral for the benefit of the Administrative Agent and shall act upon the instructions of the Administrative Agent, without the further consent of any Debtor.

     “Liquid Assets” shall mean all cash and cash equivalents at any time held by any of the Debtors, including all amounts from time to time held in any checking, savings, deposit or other account of any of the Debtors, all monies, proceeds or sums due or to become due therefrom or thereon, and all documents (including, but not limited to passbooks, certificates, and receipts) evidencing all funds and investments held in such accounts.

     “Patents” means all of the following now owned or hereafter acquired by any Debtor: (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or any other country, including registrations, recordings, and pending applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof, or any other country, including, without limitation, any of the foregoing referred to in Schedule 3.7, and (b) all reissues, continuations, divisions, continuations-in-part, renewals, or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

     “Patent License” means all agreements, whether written or oral, providing for the grant by or to any Debtor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 3.7).

     “Patent Security Agreement Supplement” means a supplement to this Agreement by each applicable Debtor in favor of the Administrative Agent, substantially in the form of Annex II hereto.

     “Permitted Liens” means Liens permitted by the Credit Agreement.

     “Pledged Securities” shall mean, with respect to each Debtor, (a) other than the Excluded Stock or any shares or equity interests constituting Excluded Property, all shares or other equity interests held by such Debtor in any corporations or other entities (including, without limitation, those corporations or other entities described in Schedule 3.5 that are directly held by such Debtor), together with all warrants to purchase, all depositary shares and all other rights of such Debtor in respect of such equity interests, (b) all certificates, instruments, or other documents evidencing same and registered or held in the name of, or otherwise in the possession of, such Debtor, and (c) all present and future payments, dividend distributions, instruments, compensation, property, assets, interests, and rights in connection with or related to the equity interests described in clause (a) above, and all monies due or to become due and payable to such Debtor in connection with or related to such equity interests or otherwise paid, issued, or distributed in respect of or in exchange therefor (including, without limitation, all proceeds of dissolution or liquidation).

     “Proceeds” means all of each Debtor’s present and future (a) proceeds of the Collateral, whether arising from the collection, sale, lease, exchange, assignment, licensing, or other disposition of the Collateral, (b) any and all payments (in any form whatsoever) made or due and

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payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority (or any person acting under color of governmental authority), (c) claims against third parties for impairment, loss, damage, or impairment of the value of such property, and (d) any and all proceeds of, and all claims for, any insurance, indemnity, warranty, or guaranty payable from time to time with respect to any of the Collateral, including any credit insurance with respect to Receivables, in each case whether represented as money, deposit accounts, accounts, general intangibles, securities, instruments, documents, chattel paper, inventory, equipment, fixtures, or goods.

     “Receivables” means all of each Debtor’s present and future accounts, accounts from governmental agencies, instruments, and general intangibles, including those arising from the provision of services to the customers of any Debtor, and rights to payment under all Contracts, income tax refunds, and other rights to the payment of money, together with all of the right, title and interest of any of the Debtors in and to (a) all security pledged, assigned, hypothecated, or granted to or held by any of the Debtors to secure the foregoing, (b) all of any of the Debtors’ right, title and interest in and to any goods or services, the sale of which gave rise thereto, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing, (d) all powers of attorney granted to any of the Debtors for the execution of any evidence of indebtedness or security or other writing in connection therewith, (e) all credit information, reports and memoranda relating thereto, and (f) all other writings related in any way to the foregoing.

     “Records” means all of each Debtor’s present and future books, accounting records, files, computer files, computer programs, correspondence, credit files, records, ledger cards, invoices, and other records primarily related to any other items of Collateral, including without limitation all similar information stored on a magnetic medium or other similar storage device and other papers and documents in the possession or under the control of any of the Debtors or any computer bureau from time to time acting for any of the Debtors.

     “Secured Obligations” means (a) all principal, interest, premium, fees, reimbursements, indemnifications, and other amounts now or hereafter owed by any Borrower under the Credit Agreement and the other Loan Documents; (b) all amounts now or hereafter owed by the other Debtors under the Guaranties, this Agreement, and the other Loan Documents; (c) all Obligations now or hereafter owed by any Borrower to any Lender or Affiliate of any Lender with respect to Swap Contracts, and (d) any increases, extensions, renewals, replacements, and rearrangements of the foregoing obligations under any amendments, supplements, and other modifications of the agreements creating the foregoing obligations, in each case, whether direct or indirect, absolute or contingent.

     “State of Organization” means the jurisdiction of organization of each of the Debtors as listed on Schedule 3.3.

     “Supporting Obligations” shall mean all supporting obligations, including letters of credit and guaranties issued in support of Accounts, Chattel Paper, Documents, General Intangibles, Instruments, or Investment Property.

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     “Trademarks” means all of the following now owned or hereafter acquired by any Debtor: all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office, any State of the United States or any similar offices in any other country or any political subdivision thereof, and all extensions or renewals thereof, including, without limitation, any of the foregoing referred to in Schedule 3.7.

     “Trademark License” means any agreement, whether written or oral, providing for the grant by or to any Debtor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 3.7.

     “Trademark Security Agreement Supplement” shall mean a supplement to this Agreement, by each applicable Debtor in favor of the Administrative Agent, substantially in the form of Annex III hereto.

     “UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of New York, as amended from time to time, and any successor statute.

SECTION 2.

GRANT OF SECURITY INTEREST

     2.1 Grant of Security Interest. Each Debtor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in all of such Debtor’s right, title, and interest in and to the following property (the “Collateral”) to secure the payment and performance of the Secured Obligations: (a) all Chattel Paper, all Collateral Accounts, all commercial tort claims, all Contracts, all Deposit Accounts, all Documents, all Equipment, all Fixtures, all General Intangibles, all Instruments, all Intellectual Property, all Inventory, all Investment Property (including without limitation the Pledged Securities), all Letter of Credit Rights, all Liquid Assets, all Receivables, all Records, and all Supporting Obligations, (b) any and all additions, accessions and improvements to, all substitutions and replacements for and all products of or derived from the foregoing, and (c) all Proceeds of the foregoing. Notwithstanding the foregoing, the term “Collateral” shall not include any Excluded Property.

To the extent that the Collateral is not subject to the UCC, each Debtor collaterally assigns all of such Debtor’s right, title, and interest in and to such Collateral to the Administrative Agent for the benefit of the holders of the Secured Obligations to secure the payment and performance of the Secured Obligations to the full extent that such a collateral assignment is possible under the relevant law.

     2.2 Avoidance Limitation. Notwithstanding Section 2.1 above, the amount of any Debtor’s Secured Obligations that are secured by its rights in Collateral subject to a Lien in favor of the Administrative Agent hereunder or under any other Security Document shall be limited to

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the extent, if any, required so that the Liens it has granted under this Agreement shall not be subject to avoidance under Section 548 of the Bankruptcy Code of the United States or to being set aside or annulled under any applicable law relating to fraud on creditors. In determining the limitations, if any, on the amount of any Debtor’s Secured Obligations that are subject to the Lien on such Debtor’s Collateral hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation or contribution which such Debtor may have under the Guaranty to which such Debtor is a party, any other agreement, or applicable law shall be taken into account.

     2.3 Debtors Remain Liable. Anything herein to the contrary notwithstanding: (a) each Debtor shall remain liable under the Contracts included in the Collateral to the extent set forth therein to perform such Debtor’s obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by the Administrative Agent of any rights hereunder shall not release any Debtor from any obligations under the Contracts included in the Collateral; and (c) the Administrative Agent shall not have any obligation under the Contracts included in the Collateral by reason of this Agreement, nor shall the Administrative Agent be obligated to perform or fulfill any of the obligations of any Debtor thereunder, including any obligation to make any inquiry as to the nature or sufficiency of any payment any Debtor may be entitled to receive thereunder, to present or file any claim, or to take any action to collect or enforce any claim for payment thereunder.

SECTION 3.

REPRESENTATIONS AND WARRANTIES

Each Debtor hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, that:

     3.1 Title; No Other Liens. Except for the security interests granted to the Administrative Agent for the benefit of the holders of the Secured Obligations pursuant to this Agreement and the other Permitted Liens, such Debtor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, pursuant to this Agreement or as are permitted by the Credit Agreement.

     3.2 Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filing of financing statements describing the Collateral in the offices located in the jurisdictions listed on Schedule 3.3, the recording in the United States Patent and Trademark Office of the Trademark Security Agreement Supplement and the Patent Security Agreement Supplement and in the United States Copyright Office of the Copyright Security Agreement Supplement, as applicable, the taking of all applicable actions in respect of perfection contemplated by Sections 4.5, 4.6, and 4.12 in respect of Collateral (in which a security interest cannot be perfected by the filing of a financing statement or such recordings in the United States Patent and Trademark Office or the United States Copyright Office), will, except as permitted not to be perfected pursuant to Section 5 hereof, constitute valid perfected

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security interests in all of the Collateral in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, as collateral security for such Debtor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Debtor and any Persons purporting to purchase any Collateral from such Debtor and (b) are prior to all other Liens on the Collateral except for Permitted Liens.

     3.3 Debtor’s Legal Name; Jurisdiction of Organization; Chief Executive Office. Each Debtor’s exact legal name is set forth on the signature page hereof, and from and after an amendment or modification thereto, on a written notification delivered to the Administrative Agent pursuant to Section 4.4. On the date hereof, such Debtor’s jurisdiction of organization, type of organization, identification number from the jurisdiction of organization (if any), and the location of such Debtor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 3.3.

     3.4 Certain Collateral. None of the Collateral constitutes, or is the Proceeds of, farm products and none of the Collateral has been purchased for, or will be used by any Debtor primarily for personal, family, or household purposes. Except as set forth on Schedule 3.4 or otherwise notified to the Administrative Agent pursuant to Sections 4.8 or 4.12, respectively:

          (a) none of the account debtors or other persons obligated on any of the Collateral of such Debtor is a governmental authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule in respect of such Collateral of the type described in Section 4.12(a);

          (b) such Debtor holds no commercial tort claims;

          (c) such Debtor owns no vessels, rolling stock (other than motor vehicles), or aircraft.

     3.5 Investment Property, Chattel Paper, and Instruments.

          (a) Each Debtor is the legal and beneficial owner of the Pledged Securities as set forth on Schedule 3.5. The Pledged Securities have been duly authorized, validly issued, and are fully paid and non-assessable and are not subject to any limitations to purchase similar rights by any person, and none of the Pledged Securities constitutes margin stock (within the meaning of Regulation U issued by the FRB). Except as set forth on Schedule 3.5, the Pledged Securities constitute all of the issued and outstanding shares of stock or other equity interests of each of the respective issuers thereof and no such issuer has any obligation to issue any additional shares of stock or other equity interests or rights or options thereto.

          (b) Except as may be required in connection with any disposition of any portion of the Pledged Securities by laws affecting the offering and sale of securities generally, no consent of any Person and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required in connection with (i) the execution, delivery, performance, validity, or enforceability of this Agreement, (ii) the perfection or maintenance of the security interest created hereby (including the first priority nature thereof), or (iii) the exercise by the Administrative Agent of the rights provided for in this Agreement.

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          (c) Each of the Instruments and Chattel Paper pledged by such Debtor hereunder constitutes the legal, valid, and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws relating to or affecting creditors’ rights generally, and general principles of equity.

          (d) Such Debtor is the record and beneficial owner of, and has good title to the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and other Permitted Liens.

     3.6 Receivables.

          (a) No amount payable to such Debtor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent to the extent required by Section 5.

          (b) The amounts represented by such Debtor to the Administrative Agent from time to time as owing to such Debtor in respect of the Receivables will at such times be accurate in all material respects.

          (c) All Receivables of such Debtor existing on the Closing Date arise from bona fide sales or leases by such Debtor of goods and services.

     3.7 Intellectual Property.

          (a) Schedule 3.7 lists:

               (i) all Intellectual Property that (A) has been registered with or issued by the U.S. Patent and Trademark Office or the U.S. Copyright Office, (B) is necessary for the conduct of such Debtor’s business as currently conducted, and (C) is owned by such Debtor in its own name on the date hereof; and

               (ii) all Intellectual Property that (A) is a material License, (B) is necessary for the conduct of such Debtor’s business as currently conducted, and (C) is licensed by such Debtor in its own name on the date hereof.

          (b) On the date hereof, all material Intellectual Property of such Debtor described on Schedule 3.7 is valid, subsisting, unexpired and enforceable, has not been abandoned and, to the best knowledge of such Debtor, does not infringe the intellectual property rights of any other Person in any material respect.

          (c) Except as set forth in Schedule 3.7, on the date hereof, none of such Intellectual Property is the subject of any licensing or franchise agreement pursuant to which such Debtor is the licensor or franchisor.

          (d) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel, or question the validity of, or such Debtor’s rights in, any

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such Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.

          (e) No claim or litigation regarding any of such Intellectual Property is pending or, to the best knowledge of such Debtor, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 4.

COVENANTS AND AGREEMENTS

Each Debtor covenants and agrees with the Administrative Agent and the holders of the Secured Obligations that, from and after the date of this Agreement until this Agreement terminates in accordance with Section 7.13(a):

     4.1 Covenants in Credit Agreement. Such Debtor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Debtor or any of its Subsidiaries.

     4.2 Maintenance of Insurance.

          (a) Such Debtor will comply with the provisions of the Credit Agreement governing the maintenance of insurance for any of its assets constituting Collateral.

          (b) Such Debtor shall cause the Administrative Agent to be named at all times as insured party or loss payee, as applicable, in respect of such insurance on the Collateral.

     4.3 Maintenance of Perfected Security Interest; Further Documentation; Filing Authorization; Further Assurances; Power of Attorney.

          (a) Subject to Section 5, such Debtor shall maintain the security interests created by this Agreement as a perfected first priority security interests subject only to Permitted Liens and shall defend such security interests against the claims and demands of all Persons whomsoever.

          (b) Such Debtor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Debtor and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail.

          (c) Subject in each case to Section 5, each Debtor further agrees to take any other action reasonably requested by the Administrative Agent to insure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, the security interest in any and all of the Collateral including, without limitation, (i) executing, delivering, and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that any Debtor’s signature thereon is required therefor; (ii) causing the Administrative Agent’s name to be noted as secured party on any certificate of title for a

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titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the security interest in such Collateral; (iii) creating any Collateral Account and pledging it to the Administrative Agent; (iv) complying with any provision of any statute, regulation, or treaty of the United States or any other country as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Administrative Agent to enforce, the security interest in such Collateral; (v) using all commercially reasonable efforts to obtain the waivers described in Section 4.10; and (vi) taking all actions required by the UCC or by other law, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction.

          (d) Each Debtor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any jurisdiction in which the Uniform Commercial Code has been adopted any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of each Debtor or words of similar effect, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment. Each Debtor agrees to furnish any such information to the Administrative Agent promptly upon request. Each Debtor also ratifies its authorization for the Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

          (e) During the existence of an Event of Default,

               (i) No Debtor shall initiate any action to remedy such Event of Default without granting Administrative Agent advance written notice of such Debtor’s intent to initiate such actions and the opportunity to consult with such Debtor regarding such Debtor’s proposed actions (unless immediate action is necessary to prevent loss to such Debtor);

               (ii) At Administrative Agent’s request, each Debtor shall take any actions reasonably requested by Administrative Agent with respect to such Event of Default, including diligently endeavoring to cure any material defect existing or claimed, and taking all reasonably necessary and desirable steps for the defense of any legal proceedings, including the employment of counsel, the prosecution or defense of litigation, and the release or discharge of all adverse claims;

               (iii) Administrative Agent, whether or not named as a party to any legal proceedings, is authorized to take any additional steps as Administrative Agent deems necessary or desirable for the defense of any such legal proceedings or the protection of the validity or priority of this Agreement and the liens, security interests, and assignments created hereunder, including the employment of independent counsel, the prosecution or defense of litigation, the compromise or discharge of any adverse claims made with respect to any Collateral and the payment or removal of prior liens or security interests, and the reasonable expenses of Administrative Agent in taking such action shall be paid by the Debtors; and

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               (iv) Each Debtor agrees that, if such Debtor fails to perform under this Agreement or any other Loan Document, Administrative Agent may, but shall not be obligated to, perform such Debtor’s obligations under this Agreement or such other Loan Document, and any reasonable expenses incurred by Administrative Agent in performing such Debtor’s obligations shall be paid by such Debtor. Any such performance by Administrative Agent may be made by Administrative Agent in reasonable reliance on any statement, invoice, or claim, without inquiry into the validity or accuracy thereof. The amount and nature of any expense of Administrative Agent hereunder shall be conclusively established by a certificate of any officer of Administrative Agent absent manifest error.

          (f) Debtor irrevocably appoints Administrative Agent as Debtor’s attorney in fact, with full authority to act during the existence of an Event of Default for Debtor and in the name of Debtor, to take any action and execute any agreement which Administrative Agent deems necessary or advisable to accomplish the purposes of this Agreement, including the matters that Administrative Agent is expressly authorized to take pursuant to this Agreement (including the matters described in paragraph (c) above), and instituting proceedings Administrative Agent deems necessary or desirable to enforce the rights of Administrative Agent with respect to this Agreement.

     4.4 Changes in Name, etc. Such Debtor will not, except upon 30 days’ prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional approved or executed financing statements and other executed documents reasonably requested by the Administrative Agent to maintain the validity, perfection, and priority of the security interests provided for herein, change its name, its organizational number if it has one, or its type of organization, jurisdiction of organization, or other legal structure from that referred to in Section 3.3.

     4.5 Delivery of Instruments and Chattel Paper. Each promissory note representing intercompany debt owing to a Debtor on the date hereof, duly indorsed in a manner satisfactory to the Administrative Agent, has been delivered to the Administrative Agent to be held as collateral pursuant to this Agreement. If any other amount payable under or in connection with any of the Collateral is or becomes evidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper shall, to the extent required by Section 5, be promptly delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.

     4.6 Investment Property. With respect to Investment Property and Pledged Securities:

          (a) If any Debtor shall at any time hold or acquire any Pledged Securities which are certificated securities, whether as a stock split, stock dividend, or other distribution with respect to Pledged Securities, or otherwise, such Debtor shall promptly, and in any event within ten (10) Business Days after receipt thereof, deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. If any Pledged Securities now owned or hereafter acquired by any Debtor are uncertificated securities and are issued to such Debtor or its

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nominee directly by the issuer thereof, such Debtor shall immediately notify the Administrative Agent thereof, and shall take any actions requested by the Administrative Agent to enable the Administrative Agent to obtain “control” (within the meaning of Section 8-106 of the UCC) with respect thereto. If any Pledged Securities, whether certificated securities or uncertificated securities, or other Investment Property now or hereafter acquired by any Debtor are held or acquired by such Debtor or its nominee through a securities intermediary or commodity intermediary, such Debtor shall immediately notify the Administrative Agent thereof and, shall take any actions requested by the Administrative Agent to enable the Administrative Agent to obtain “control” (within the meaning of Section 8-106 and/or Section 9-106 of the UCC, as applicable) with respect thereto. To the extent that the Administrative Agent has the right pursuant to the foregoing to give entitlement orders or instructions or directions to any issuer, securities intermediary or commodity intermediary or to withhold its consent to the exercise of any withdrawal or dealing rights by any Debtor, the Administrative Agent agrees with each Debtor that the Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Debtor, unless an Event of Default has occurred and is continuing.

          (b) So long as no Event of Default has occurred and is continuing, each Debtor shall be entitled:

               (i) to exercise, in a manner not inconsistent with the terms hereof, the voting power with respect to the Pledged Securities of such Debtor, and for that purpose the Administrative Agent shall (if any Pledged Securities shall be registered in the name of the Administrative Agent or its nominee) execute or cause to be executed from time to time, at the expense of the Parent, such proxies or other instruments in favor of such Debtor or its nominee, in such form and for such purposes as shall be reasonably requested by such Debtor, to enable it to exercise such voting power with respect to the Pledged Securities; and

               (ii) except as otherwise provided herein or in the Credit Agreement, to receive and retain for its own account any and all payments, proceeds, dividends, distributions, property, assets, or rights to the extent such are permitted pursuant to the terms of the Credit Agreement, other than (x) stock or liquidating dividends or (y) other dividends or other amounts payable under or in connection with any recapitalization, restructuring, or other non-ordinary course event (the dividends and amounts in this clause (y) being “Extraordinary Payments”), paid, issued, or distributed from time to time in respect of the Pledged Securities. If any Extraordinary Payment is paid or payable, then such sum shall be paid by each such Debtor to the Administrative Agent promptly, and in any event within ten (10) Business Days after receipt thereof, to be held by the Administrative Agent as additional collateral hereunder.

          (c) Upon the occurrence and during the continuance of any Event of Default, all rights of each Debtor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 4.6(b) and to receive the payments, proceeds, dividends, distributions, property, assets, or rights that the Debtor would otherwise be authorized to receive and retain pursuant to Section 4.6(b) shall cease, and

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thereupon the Administrative Agent shall be entitled to exercise all voting power with respect to the Pledged Securities and to receive and retain, as additional collateral hereunder, any and all payments, proceeds, dividends, distributions, property, assets, or rights at any time declared or paid upon any of the Pledged Securities during such an Event of Default and otherwise to act with respect to the Pledged Securities as outright owner thereof.

          (d) All payments, proceeds, dividends, distributions, property, assets, instruments or rights that are received by each Debtor contrary to the provisions of this Section 4.6 shall be received and held in trust for the benefit of the Administrative Agent, shall be segregated by each Debtor from other funds of such Debtor and shall be forthwith paid over to the Administrative Agent as Pledged Securities in the same form as so received (with any necessary endorsement).

          (e) If such Debtor is an issuer of Pledged Securities, such Debtor agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it and (ii) it will comply with instructions received by it pursuant to the terms of Section 4.6(f) with respect to the Pledged Securities issued by it. In addition, if any such Debtor is a partnership or a limited liability company, such Debtor (i) confirms that none of the terms of any equity interest issued by it provides that such equity interest is a “security” within the meaning of the UCC, (ii) agrees that it will take no action to cause or permit any such equity interest to become a security, (iii) agrees that it will not issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a security, such Debtor will (and the Debtor that holds such equity interest hereby instructs such issuing Debtor to) comply with instructions originated by the Administrative Agent without further consent by such Debtor.

          (f) Each Debtor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Debtor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Debtor, and each Debtor agrees that each such issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.

     4.7 Deposit Accounts. For each Deposit Account which is Collateral, the Debtor maintaining such Deposit Account will, to the extent required by Section 5, take any actions requested by the Administrative Agent to enable the Administrative Agent to obtain “control” (within the meaning of Section 9-104 of the UCC) with respect thereto. The Administrative Agent agrees with each Debtor that the Administrative Agent will not give any instructions to a depositary bank directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from any Debtor, unless an Event of Default has occurred and is continuing.

     4.8 Modifications of Receivables, Chattel Paper, Instruments and Payment Intangibles. No Debtor will, without the Administrative Agent’s prior written consent (which

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consent shall not be unreasonably withheld or delayed): (a) compromise or grant any extension of the time of payment of any of the Collateral consisting of Receivables, Chattel Paper, Instruments or payment intangibles, (b) settle the same for less than the full amount thereof, (c) release, wholly or partly, any obligor liable for the payment thereof, or (d) allow any credit or discount whatsoever thereon; provided, that so long as no Event of Default has occurred and is continuing, this Section 4.8 shall not restrict any extensions, credits, discounts, compromises or settlements granted or made by any Debtor in the ordinary course of such Debtor’s business and consistent with such prudent practices used in industries that are the same as or similar to those which such Debtor is engaged.

     4.9 Intellectual Property. With respect to Intellectual Property:

          (a) Such Debtor will (i) continue to use each Trademark necessary to the conduct of its business on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures, and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past substantially the same quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and substantially all other notices and legends required by applicable laws, (iv) not knowingly adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to this Agreement, and (v) not (and not knowingly permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or materially impaired in any way;

          (b) Such Debtor will not do any act, or knowingly omit to do any act, whereby any Patent necessary for the conduct of its business could reasonably be expected to become forfeited, abandoned, or dedicated to the public, except where such Debtor has reasonably determined that such Patent is no longer used in the Debtor’s business or no longer of any substantial value;

          (c) Such Debtor (i) will employ each Copyright necessary for the conduct of its business and (ii) will not (and will not knowingly permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of such Copyrights may become invalidated or otherwise impaired, except where such Debtor has reasonably determined that such Copyrights are no longer used in the Debtor’s business or no longer of any substantial value. Such Debtor will not (either itself or through licensees) do any act or knowingly omit to do any act whereby any material portion of such Copyrights may fall into the public domain, except where such Debtor has reasonably determined that such Copyrights are no longer used in the Debtor’s business or no longer of any substantial value;

          (d) Such Debtor will not knowingly use any Intellectual Property necessary for the conduct of its business in a manner that infringes the intellectual property rights of any other Person;

          (e) Such Debtor will notify the Administrative Agent promptly if it knows or has been notified that any application or registration relating to any Intellectual Property

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necessary for the conduct of its business may become forfeited, abandoned, or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office) regarding such Debtor’s ownership of, or the validity of, any such Intellectual Property or such Debtor’s right to register the same or to own and maintain the same;

          (f) Whenever such Debtor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property necessary for the conduct of its business with the United States Patent and Trademark Office or the United States Copyright Office, such Debtor shall report such filing to the Administrative Agent within 30 days after the date on which such filing occurs. Upon request of the Administrative Agent, such Debtor shall promptly execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the security interest granted hereunder to the Administrative Agent for the benefit of the holders of the Secured Obligations in any Copyright, Patent, or Trademark necessary for the conduct of its business and the goodwill and general intangibles of such Debtor relating thereto or represented thereby;

          (g) Such Debtor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office, to maintain and pursue each application relating to any Intellectual Property necessary for the conduct of its business (and to obtain the relevant registration) and to maintain each registration of such material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability;

          (h) In the event that any Intellectual Property necessary for the conduct of its business is infringed, misappropriated or diluted by a third party, such Debtor shall (i) take such actions as such Debtor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns thereof and take such actions as such Debtor shall reasonably deem appropriate under the circumstances, including filing suit for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for infringement, misappropriation or dilution; and

          (i) In no event does any provision hereof require a Debtor to perfect security interests in Intellectual Property by filing outside the United States of America.

     4.10 Collateral in the Possession of Bailees, Landlords.

          (a) Each Debtor shall use all commercially reasonable efforts to obtain a Lien Waiver from each landlord, bailee, or other non-Debtor that has possession of any Collateral, or on whose property any Collateral is located, to the extent such Lien Waivers are necessary to ensure that (i) the aggregate fair market value of all Collateral located at any such location that is not subject to a Lien Waiver, or in the possession of any such Person that has not executed a Lien Waiver, does not exceed $1,500,000 (determined on a mathematical average basis for the months

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during the most recently ended quarter) and (ii) the aggregate fair market value of all Collateral located at all such locations that are not subject to Lien Waivers, and in the possession all such Persons that have not executed Lien Waivers, does not exceed $75,000,000 (determined on a mathematical average basis for the months during the most recently ended quarter). Notwithstanding the foregoing, to the extent such Debtor is unable to promptly obtain a Lien Waiver from any such landlord, bailee, or other non-Debtor, then, at the request of the Administrative Agent, such Debtor shall promptly move such Collateral to a location with respect to which the landlord, bailee, or other non-Debtor shall execute a Lien Waiver.

          (b) The Administrative Agent agrees with each Debtor that the Administrative Agent shall not give any instructions to a landlord, bailee, or other non-Debtor under a Lien Waiver unless an Event of Default has occurred and is continuing.

          (c) Debtors shall promptly notify the Administrative Agent if (i) Collateral with an aggregate fair market value in excess of $1,500,000 (determined on a mathematical average basis for the months during the most recently ended quarter) is at any time located on the property of, or in the possession of, any landlord, bailee, or other non-Debtor that has not executed a Lien Waiver, or (ii) Collateral with an aggregate fair market value in excess of $75,000,000 (determined on a mathematical average basis for the months during the most recently ended quarter) is at any time located on the property of, or in the possession of, all such landlords, bailees, and other non-Debtors that have not executed Lien Waivers.

     4.11 [Reserved].

     4.12 Actions With Respect to Certain Collateral.

          (a) If any of the account debtors or other Persons obligated on any of the Receivables, Chattel Paper, Instruments, or payment intangibles with a value in excess of $1,000,000, or on any Contract with a value in excess of $1,000,000 in any twelve-month period, is or becomes a governmental authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule in respect of such Collateral, Debtor shall promptly (i) notify the Administrative Agent in a writing signed by such Debtor that such account debtor or other Person obligated on such Collateral is a governmental authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule and (ii) take all actions reasonably required by the Administrative Agent to insure the attachment, perfection or priority of, or the ability of the Administrative Agent to enforce, the security interest in such Collateral.

          (b) If any Debtor shall at any time hold or acquire a commercial tort claim with a value in excess of $1,000,000, such Debtor shall promptly notify the Administrative Agent in a writing signed by such Debtor of the brief details thereof and grant to the Administrative Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Administrative Agent. Notwithstanding the foregoing, any such security interest in commercial tort claims shall, prior to the occurrence of an Event of Default (and after the occurrence of an Event of Default unless the Administrative Agent has demanded the attachment of such security interest thereto), not be required to attach to the extent the value of any such commercial tort claim does not exceed $1,000,000.

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          (c) If any Debtor shall at any time hold or acquire any vessel or aircraft, in each case, with a value in excess of $500,000, such Debtor shall promptly notify the Administrative Agent in a writing signed by such Debtor, and shall take all actions reasonably requested by the Administrative Agent to insure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, a security interest therein.

          (d) If any Debtor shall at any time hold or acquire any motor vehicle with a value in excess of $500,000, such Debtor shall promptly notify the Administrative Agent in a writing signed by such Debtor, and shall take all actions reasonably requested by the Administrative Agent to insure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, a security interest therein.

SECTION 5.

LIMITATION ON PERFECTION OF SECURITY INTEREST

     5.1 Chattel Paper and Instruments. The perfection of the security interest granted in Section 2 above in, respectively, any Chattel Paper (whether tangible or electronic) or any Instrument (other than any intercompany note from a Subsidiary of Parent to a Debtor) for which perfection must be effected by a means other than the filing of an appropriate financing statement under the applicable Uniform Commercial Code will, prior to the occurrence of an Event of Default (and during the existence of an Event of Default unless the Administrative Agent has required the perfection of such security interest in such Collateral), be required only if the face amount of such individual Chattel Paper or Instrument exceeds $1,000,000.

     5.2 Documents. The perfection of the security interest granted in Section 2 above in Documents will, prior to the occurrence of an Event of Default (and during the existence of an Event of Default unless the Administrative Agent has required that further actions are taken with respect to the perfection thereof), be effected solely by filing an appropriate financing statement under the applicable Uniform Commercial Code.

     5.3 Letter of Credit Rights. The perfection of the security interest granted in Section 2 above in Letter-of-Credit Rights will, prior to the occurrence of an Event of Default (and during the existence of an Event of Default unless the Administrative Agent has required that further actions are taken with respect to the perfection thereof), be effected solely by filing an appropriate financing statement under the applicable Uniform Commercial Code.

     5.4 Vehicles; Mobile Goods. The perfection of the security interest granted in Section 2 above in any motor vehicle or individual mobile good (other than aircraft and vessels) for which perfection must be effected by a means other than the filing of an appropriate financing statement under the applicable Uniform Commercial Code will, prior to the occurrence of an Event of Default (and during the existence of an Event of Default unless the Administrative Agent has required the perfection of such security interest in such Collateral), be required only if the value of such motor vehicle or individual mobile good, as applicable, exceeds $500,000.

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     5.5 Tax Refunds. The perfection of the security interest granted in Section 2 above in any refunds of any Taxes paid to any Governmental Authority will, prior to the occurrence of an Event of Default (and during the existence of an Event of Default unless the Administrative Agent has required that further actions are taken with respect to the perfection thereof), be effected solely by filing an appropriate financing statement under the applicable Uniform Commercial Code

     5.6 Deposit Accounts. The perfection of the security interest granted in Section 2 above in any Deposit Account for which perfection must be effected by a means other than the filing of an appropriate financing statement under the applicable Uniform Commercial Code will, prior to the occurrence of an Event of Default (and during the existence of an Event of Default unless the Administrative Agent has required the perfection of such security interest in such Collateral), be required only if such Deposit Account is an incoming cash account (including without limitation an account into which payments on accounts receivable are made or an account into which letter of credit proceeds are paid), a lockbox or a lockbox account, a concentration account, an investment account, or a securities account.

     5.7 Certain Foreign Assets. With respect to any personal property of a Debtor located in or pertaining to a jurisdiction other than the United States or any State thereof (other than any intercompany note of a Foreign Subsidiary to a Debtor and any Pledged Securities) as to which the security interest granted hereunder may not be perfected by (a) filing financing statements under the applicable Uniform Commercial Code, (b) filings in the United States Patent and Trademark Office or the United States Copyright Office, (c) recording of a United States vessel mortgage or aircraft mortgage, (d) possession or “control” (as defined in Section 8-106 or Article 9 of the applicable Uniform Commercial Code) thereof in the United States, or (e) compliance with the provisions of any statute, regulation or treaty of the United States or any State thereof, such Debtor will not be required to take any action necessary to perfect such security interest under the laws of the jurisdiction in which such property is located or to which such property pertains.

SECTION 6.

REMEDIAL PROVISIONS

During the existence and continuation of an Event of Default, the Administrative Agent may, at the Administrative Agent’s option, exercise one or more of the remedies specified elsewhere in this Agreement or the following remedies:

     6.1 General Interim Remedies.

          (a) To the extent permitted by law, the Administrative Agent may exercise all the rights and remedies of a secured party under the UCC.

          (b) The Administrative Agent may prosecute actions in equity or at law for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted or for the enforcement of any other appropriate legal or equitable remedy.

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          (c) The Administrative Agent may require any Debtor to promptly assemble any tangible Collateral of such Debtor and make it available to the Administrative Agent at a place to be designated by the Administrative Agent. The Administrative Agent may occupy any premises owned or leased by any Debtor where the Collateral is assembled for a reasonable period in order to effectuate the Administrative Agent’s rights and remedies hereunder or under law, without obligation to any Debtor with respect to such occupation.

     6.2 Receivables, Chattel Paper, Instruments and Payment Intangibles. During the existence and continuation of an Event of Default, the Administrative Agent may establish Collateral Accounts for the purpose of collecting the payments due to the Debtors under any Contracts or otherwise with respect to the Receivables, Chattel Paper, Instruments and/or payment intangibles and holding the proceeds thereof, and may, or may direct the Debtors to, instruct all makers and/or all obligors with respect thereto to make all payments with respect to such Collateral directly to the Administrative Agent for deposit into such Collateral Account. After such direction to the Debtors, all payments, whether of principal, interest, or other amounts, under any Contracts or otherwise with respect to the Receivables, Chattel Paper, Instruments and/or payment intangibles shall be directed to such Collateral Accounts. All such payments which may from time to time come into the possession of any Debtor shall be held in trust for the Administrative Agent, segregated from the other funds of such Debtor, and delivered to the Administrative Agent immediately in the form received with any necessary endorsement for deposit into such Collateral Account, such delivery in no event to be later than one Business Day after receipt thereof by the applicable Debtor. In connection with the foregoing, the Administrative Agent shall have the right at any time during the existence and continuation of an Event of Default to take any of the following actions, in the Administrative Agent’s own name or in the name of the applicable Debtor: compromise or extend the time for payment of any payments due with respect to any Instrument or Chattel Paper upon such terms as the Administrative Agent may reasonably determine; endorse the name of the applicable Debtor, on checks, instruments, or other evidences of payment with respect to any such Collateral; make written or verbal requests for verification of amount owing on any such Collateral from the maker thereof or obligor thereunder; open mail addressed to such Debtor which the Administrative Agent reasonably believes relates to any such Collateral, and, to the extent of checks or other payments with respect to any such Collateral, dispose of same in accordance with this Agreement; take action in the Administrative Agent’s name or the applicable Debtor’s name, to enforce collection; and take all other action necessary to carry out this Agreement and give effect to the Administrative Agent’s rights hereunder. Costs and expenses incurred by the Administrative Agent in collection and enforcement of amounts owed under any Contracts or otherwise with respect to the Receivables, Chattel Paper, Instruments and/or payment intangibles, including attorneys’ fees and out-of-pocket expenses, shall be reimbursed by the applicable Debtor to the Administrative Agent on demand.

     6.3 Contracts. During the existence and continuation of an Event of Default, the Administrative Agent may, at its option, exercise one or more of the following remedies with respect to the Contracts that constitute Collateral:

          (a) (i) take any action permitted under Section 6.2 and (ii) in the place and stead of the applicable Debtor, exercise any other rights of such Debtor under the Contracts in accordance with the terms thereof. Without limitation of the foregoing, each Debtor agrees that

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under the foregoing circumstances, the Administrative Agent may give notices, consents, and demands and make elections under the Contracts, modify or waive the terms of the Contracts and enforce the Contracts, in each case, to the same extent and on the same terms as such Debtor might have done and to the extent permitted by the counterparty to such Contract. It is understood and agreed that notwithstanding the exercise of such rights and/or the taking or such actions by the Administrative Agent, such Debtor shall remain liable for performance of its obligations under the Contracts;

          (b) upon receipt by the Administrative Agent of notice from any counterparty to any Contract of such Person’s intent to terminate such Contract, the Administrative Agent shall be entitled to (i) cure or cause to be cured the condition giving rise to such Person’s right of termination of such Contract, or (ii) to the extent permitted by the counterparty to such Contract, acquire and assume (or assign and cause the assumption by a third party of) the rights and obligations of the applicable Debtor under such Contract; and

          (c) upon termination of any Contract by operation of law or otherwise, the Administrative Agent shall be entitled to enter into a new agreement (“Successor Agreement”) with the counterparty to such terminated Contract, on terms and with provisions as the Administrative Agent negotiates in its discretion with such counterparty. Each Debtor agrees that such Debtor shall have no rights whatsoever with respect to any Successor Agreement.

     6.4 Pledged Securities.

          (a) The Administrative Agent shall have the right, after the occurrence and during the continuation of an Event of Default, to sell any or all of the Pledged Securities in accordance with the terms of this Agreement. If the Administrative Agent shall determine to exercise the right to sell any or all of the Pledged Securities pursuant to this Section 6.4, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Securities, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933 (the “Securities Act”), as amended, the relevant Debtor will cause the issuer thereof to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Securities, or that portion thereof to be sold, under the provisions of the Securities Act, use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Securities, or that portion thereof to be sold, and make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Debtor agrees to cause such issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

          (b) Each Debtor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Securities, by reason of certain prohibitions

-22-

contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so.

          (c) Each Debtor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Securities pursuant to this Section 6.4 valid and binding and in compliance with any and all other applicable laws. Each Debtor further agrees that a breach of any of the covenants contained in this Section 6.4 will cause irreparable injury to the Administrative Agent and the holders of the Secured Obligations, that the Administrative Agent and the holders of the Secured Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.4 shall be specifically enforceable against such Debtor, and such Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred.

     6.5 Foreclosure.

          (a) The Administrative Agent may foreclose on the Collateral in any manner permitted by the courts of or in the State of New York or the jurisdiction in which any Collateral is located. If the Administrative Agent should institute a suit for the collection of the Secured Obligations and for the foreclosure of this Agreement, the Administrative Agent may at any time before the entry of a final judgment dismiss the same, and take any other action permitted by this Agreement.

          (b) To the extent permitted by law, the Administrative Agent may exercise all the foreclosure rights and remedies of an Administrative Agent under the UCC. In connection therewith, the Administrative Agent may sell any Collateral at public or private sale, at the office of the Administrative Agent or elsewhere, for cash or credit and upon such other terms as the Administrative Agent deems commercially reasonable. The Administrative Agent may sell any Collateral at one or more sales, and the security interest granted hereunder shall remain in effect as to the unsold portion of the Collateral. Each Debtor agrees that to the extent permitted by law such sales may be made without notice. If notice is required by law, each Debtor hereby deems ten days advance notice of the time and place of any public or private sale reasonable notification, recognizing that if any portion of the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, shorter notice may be reasonable. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any sale by announcement at the time and place fixed therefor, and such sale may, without further notice,

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be made at the time and place to which it was adjourned. In the event that any sale hereunder is not completed or is defective in the opinion of the Administrative Agent, the Administrative Agent shall have the right to cause subsequent sales to be made hereunder. Any statements of fact or other recitals made in any xxxx of sale, assignment, or other document representing any sale hereunder, including statements relating to the occurrence of an Event of Default, acceleration of the Secured Obligations, notice of the sale, the time, place, and terms of the sale, and other actions taken by the Administrative Agent in relation to the sale may be conclusively relied upon by the purchaser at any sale hereunder. The Administrative Agent may delegate to any agent the performance of any acts in connection with any sale hereunder, including the sending of notices and the conduct of the sale.

     6.6 Application of Proceeds.

          (a) Unless otherwise specified herein or in the Credit Agreement, any cash proceeds received by the Administrative Agent from the sale of, collection of, or other realization upon any part of the Collateral or any other amounts received by the Administrative Agent hereunder may be, at the reasonable discretion of the Administrative Agent (i) held by the Administrative Agent in one or more Cash Collateral Accounts as cash collateral for the Secured Obligations or (ii) applied to the Secured Obligations.

          (b) Amounts applied to the Secured Obligations shall be applied in the following order:

     First, to the payment of the costs and expenses of exercising the Administrative Agent’s rights hereunder, whether expressly provided for herein or otherwise; and

     Second, to the payment of the Secured Obligations in the order set forth in Section 8.03 of the Credit Agreement.

Any surplus cash collateral or cash proceeds held by the Administrative Agent after payment in full of the Secured Obligations and the termination of any commitments of the Administrative Agent to any Debtor shall be paid over to such Debtor or to whomever may be lawfully entitled to receive such surplus.

     6.7 Waiver of Certain Rights. To the full extent each Debtor may do so, such Debtor shall not insist upon, plead, claim, or take advantage of any law providing for any appraisement, valuation, stay, extension, or redemption, and such Debtor hereby waives and releases the same, and all rights to a marshaling of the assets of such Debtor, including the Collateral of such Debtor, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created. Such Debtor shall not assert any right under any law pertaining to the marshaling of assets, sale in inverse order of alienation, the administration of estates of decedents or other matters whatever to defeat, reduce, or affect the right of the Administrative Agent under the terms of this Agreement.

     6.8 Reinstatement. The obligations of each Debtor under this Agreement shall continue to be effective or automatically be reinstated, as the case may be, if at any time payment of any of the Secured Obligations is rescinded or otherwise must be restored or returned by the Administrative Agent upon the insolvency, bankruptcy, dissolution, liquidation, or

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reorganization of any Debtor or any other obligor or otherwise, all as though such payment had not been made.

SECTION 7.

MISCELLANEOUS

     7.1 Amendments. None of the terms or provisions of this Agreement may be waived, amended, supplemented, or otherwise modified except in accordance with Section 10.01 of the Credit Agreement. No consent of any Swap Contract counterparty (except in such Person’s capacity as a Lender, if applicable) shall be required for any waiver, amendment, supplement, or other modification to this Agreement.

     7.2 Notices. All notices, requests, and demands to or upon the Administrative Agent or any Debtor hereunder shall be effected in the manner provided for in Section 10.02 of the Credit Agreement. All notices, requests, and demands hereunder to any Debtor shall be given to it at its address, telecopy number, electronic mail address, or telephone number specified in Schedule 10.02 of the Credit Agreement; provided that if no such information is specified for a Debtor, the information specified for the Parent shall be used for such Debtor.

     7.3 No Waiver by Course of Conduct; Cumulative Remedies; No Duty. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent, any right, power, or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power, or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. A waiver by the Administrative Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent would otherwise have on any future occasion. The rights and remedies provided herein and in the other Loan Documents are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. The powers conferred on Administrative Agent under this Agreement are solely to protect Administrative Agent’s rights under this Agreement and shall not impose any duty upon it to exercise any such powers. Except as elsewhere provided hereunder, Administrative Agent shall have no duty as to any of the Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Collateral. The powers conferred on Administrative Agent under this Agreement are solely to protect Administrative Agent’s rights under this Agreement and shall not impose any duty upon it to exercise any such powers. Except as elsewhere provided hereunder, Administrative Agent shall have no duty as to any of the Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Collateral.

     7.4 Enforcement Expenses; Indemnification.

          (a) Each Debtor agrees (i) to pay the costs and expenses payable by the Parent under Section 10.04 of the Credit Agreement and (ii) to make the indemnifications made by the Parent under Section 10.04 of the Credit Agreement.

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          (b) Each Debtor agrees to pay, and to indemnify and hold the Administrative Agent, the Syndication Agent, and holder of the Secured Obligations, and each sub-agent and Related Party of any of the foregoing Persons harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales, or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

          (c) All amounts due under this Section 7.4 shall be payable upon demand therefor. The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

     7.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Debtor and shall inure to the benefit of the Administrative Agent and the holders of the Secured Obligations and their successors and assigns; provided that no Debtor may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.

     7.6 Set-Off. Each Debtor hereby irrevocably authorizes the Administrative Agent, each Lender, each Swing Line Lender, each L/C Issuer, and each of their respective Affiliates at any time and from time to time upon the occurrence and during the continuance of any Event of Default, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Swing Line Lender, such L/C Issuer, or any such Affiliate to or for the credit or the account of any Debtor against any and all of the obligations of such Debtor now or hereafter existing under the Credit Agreement, any Guaranty, this Agreement, or under any other Loan Document to such Lender, Swing Line Lender, or L/C Issuer, irrespective of whether or not such Lender, Swing Line Lender, or L/C Issuer shall have made any demand for payment and although such obligations of such Debtor may be contingent or unmatured or are owed to a branch or office of such Lender, Swing Line Lender, or L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. Any such set-off shall be subject to the notice requirements of Section 10.08 of the Credit Agreement; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

     7.7 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by parties hereto in different counterparts), each of which shall be constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

     7.8 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity, and enforceability of the remaining provisions of this

-26-

Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     7.9 Section Headings. The Section headings used in this Agreement are included for convenience of reference only and shall not affect the interpretation of this Agreement.

     7.10 GOVERNING LAW.

          (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          (b) SUBMISSION TO JURISDICTION. EACH DEBTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN XXX XXXX XXXX XXX XX XXX XXXXXX XXXXXX DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

          (c) WAIVER OF VENUE. EACH DEBTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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          (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 7.2, TO THE EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

     7.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     7.12 Additional Debtors. Any Subsidiary that is required to become a party to this Agreement after the date hereof pursuant to Section 6.13 of the Credit Agreement shall become a Debtor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an instrument in the form of Annex I hereto. The Schedules to this Agreement shall be supplemented by the Schedules attached to any such instrument in the form of Annex I, without need for an amendment in accordance with Section 7.1.

     7.13 Termination; Releases.

          (a) This Agreement and the security interest created hereby shall terminate when all the Secured Obligations have been indefeasibly paid in full, at which time the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.13(a) shall be without recourse to or warranty by the Administrative Agent.

          (b) Any Debtor other than the Borrowers shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that all the Capital Stock of such Debtor shall be sold, transferred, or otherwise disposed of to a person that is not an Affiliate of the Parent in accordance with the terms of the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to such sale, transfer, or other disposition and the terms of such consent did not provide otherwise. If any of the Collateral shall be sold, transferred, or otherwise disposed of by any Debtor in a transaction permitted by the

-28-

Credit Agreement, the security interest created hereby in any Collateral that is so sold, transferred, or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer, or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided, however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.13(b) shall be without recourse to or warranty by the Administrative Agent.

          (c) No consent of any Swap Contract counterparty (except in such Person’s capacity as a Lender, if applicable) shall be required for any release of Collateral or Debtors pursuant to this Section.

[Signature pages follow.]

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     EXECUTED as of the date first above written.

XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent

By: /s/ Authorized Signatory

Name:

Title:

DEBTORS:

GRANT PRIDECO, INC.
GRANT PRIDECO, L.P

        by its general partner,
       Grant Prideco Holding, LLC

GP EXPATRIATE SERVICES, INC.
GRANT PRIDECO HOLDING, LLC
GRANT PRIDECO MARINE PRODUCTS AND SERVICES
INTERNATIONAL, INC.
GRANT PRIDECO PC COMPOSITES HOLDINGS, LLC
INTELLIPIPE, INC.
PLEXUS DEEPWATER TECHNOLOGIES, LTD.

     by its general partner,
     Grant Prideco Holding, LLC

REEDHYCALOG, LLC
REEDHYCALOG, L.P.

     by its general partner,
     ReedHycalog, LLC

REEDHYCALOG ARGENTINA, LLC
REEDHYCALOG AZERBAIJAN, LLC
REEDHYCALOG CIS, LLC
REEDHYCALOG COLOMBIA, LLC
REEDHYCALOG INTERNATIONAL HOLDING, LLC
REEDHYCALOG KAZAKHSTAN, LLC
REEDHYCALOG NORWAY, LLC
REEDHYCALOG THAILAND, LLC
REEDHYCALOG UTAH, LLC
TA INDUSTRIES, INC.
TAI HOLDING, INC.
TUBE-ALLOY CORPORATION
TUBE-ALLOY CAPITAL CORPORATION
XL SYSTEMS INTERNATIONAL, INC.
XL SYSTEMS, L.P.

      by its general partner,
     Grant Prideco Holding, LLC

By: /s/ Xxxxx X. Xxxxxxxx

       Xxxxx X. Xxxxxxxx

       Treasurer

GP USA HOLDING, LLC

GRANT PRIDECO EUROPEAN HOLDING, LLC

GRANT PRIDECO FINANCE, LLC

GRANT PRIDECO USA, LLC

By: /a/ Xxxx Xxxxxx

      Xxxx Xxxxxx

      Vice President

GRANT PRIDECO JERSEY LTD.

By: /s/ Xxxxxx X. Xxxxxx

       Xxxxxx X. Xxxxxx

       Director

SCHEDULE 3.3

ORGANIZATION & LOCATION INFORMATION

Jurisdiction &

Chief Executive Office, Sole

Type of

Assumed Names/

Organizational

Place of Business, or Principal

Debtor

Organization

Prior Legal Names

Trade Names

ID#

Residence

Grant Prideco, Inc.

Delaware Corporation

Grant TFW Inc. Grant Acquisition Co.

TCA Tubular Corporation of America

2234047

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

Grant Prideco, L.P.

Delaware Limited Partnership

Grant Prideco, XX

Xxxxx Prideco, LP (LA, OK) Grant Prideco, Limited Partnership (NM) Grant Prideco Operating, L.P. (OK) Grant Prideco Operating, LP (TX) Grant Prideco Limited Partnership (WY) Grant Prideco Limited, Limited Partnership (WY) Drill Tube

3202107

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

Schedule 3.3 to Security Agreement

Jurisdiction &

Chief Executive Office, Sole

Type of

Assumed Names/

Organizational

Place of Business, or Principal

Debtor

Organization

Prior Legal Names

Trade Names

ID#

Residence

International, Inc. DTI Seam-Mac Tube Xxxxx Xxxx-Xxx Pipe

GP Expatriate Services, Inc.

Delaware Corporation

Grant Austria, Inc.

N/A

3035303

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

Grant Prideco Holding, LLC

Delaware Limited Liability Company

N/A

N/A

3193841

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

Grant Prideco Marine Products and Services International, Inc.

Delaware Corporation

N/A

Plexus Ocean Systems

3541508

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

Grant Prideco PC Composites Holdings, LLC

Delaware Limited Liability Company

N/A

N/A

3421054

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

Intellipipe, Inc.

Delaware Corporation

N/A

N/A

3301669

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

Schedule 3.3 to Security Agreement

Jurisdiction &

Chief Executive Office, Sole

Type of

Assumed Names/

Organizational

Place of Business, or Principal

Debtor

Organization

Prior Legal Names

Trade Names

ID#

Residence

Plexus Deepwater Technologies, Ltd.

Texas Limited Partnership

N/A

N/A

800024962

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

ReedHycalog, LLC

Delaware Limited Liability Company

Xxxx-Hycalog L.L.C.

ReedHycalog I, LLC (TX) Xxxx-Hycalog L.L.C. (ND, OH)

3579258

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

ReedHycalog, L.P.

Delaware Limited Partnership

Xxxx-Hycalog Operating, L.P. Diamond Products International, Inc.

Xxxx-Hycalog, Limited Partnership (AK) ReedHycalog, Limited Partnership (WY) ReedHycalog. Limited Partnership (NM)

3579203

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

ReedHycalog Argentina, LLC

Delaware Limited Liability Company

N/A

N/A

3641591

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

ReedHycalog Azerbaijan, LLC

Delaware Limited Liability Company

N/A

N/A

3618453

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

Schedule 3.3 to Security Agreement

Jurisdiction &

Chief Executive Office, Sole

Type of

Assumed Names/

Organizational

Place of Business, or Principal

Debtor

Organization

Prior Legal Names

Trade Names

ID#

Residence

ReedHycalog CIS, LLC

Delaware Limited Liability Company

ReedHycalog Russia, LLC Xxxx-Hycalog Russia, LLC

N/A

3599420

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

ReedHycalog Colombia, LLC

Delaware Limited Liability Company

Xxxx-Hycalog Colombia, LLC

N/A

3594105

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

ReedHycalog International Holding, LLC

Delaware Limited Liability Company

Xxxx-Hycalog International Holding, LLC

N/A

3593477

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

ReedHycalog Kazakhstan, LLC

Delaware Limited Liability Company

N/A

N/A

3618454

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

ReedHycalog Norway, LLC

Delaware Limited Liability Company

Xxxx-Hycalog Norway, LLC

N/A

3594914

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

ReedHycalog Thailand, LLC

Delaware Limited Liability Company

N/A

N/A

3618456

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

ReedHycalog Utah, LLC

Delaware Limited Liability Company

N/A

N/A

3810964

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

Schedule 3.3 to Security Agreement

Jurisdiction &

Chief Executive Office, Sole

Type of

Assumed Names/

Organizational

Place of Business, or Principal

Debtor

Organization

Prior Legal Names

Trade Names

ID#

Residence

TA Industries, Inc.

Delaware Corporation

N/A

N/A

2605269

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

TAI Holding, Inc.

Delaware Corporation

Texas Arai, Inc.

Xxxxx XXX Holding, Inc. (TX)

2282349

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

Tube-Alloy Capital Corporation

Texas Corporation

N/A

N/A

00597195-00

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

Tube-Alloy Corporation

Louisiana Corporation

N/A

Tube-Alloy/Petroquip Corporation

29412900D

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

XL Systems International, Inc.

Delaware Corporation

EVI Shelf Company EVI, Inc.

N/A

2680013

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

XL Systems, L.P.

Texas Limited Partnership

XL Systems, Inc.

Petro-Drive, Inc. Plexus Ocean Systems Rotator U.S.

13755110

000 X. Xxx Xxxxxxx Xxxxxxx East, Suite 900 Xxxxxxx, Xxxxx 00000

XX XXX Holding, LLC

Delaware Limited Liability Company

X/X

X/X

0000000

C/o Entity Services 000 Xxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxxx 00000

Schedule 3.3 to Security Agreement

Jurisdiction &

Chief Executive Office, Sole

Type of

Assumed Names/

Organizational

Place of Business, or Principal

Debtor

Organization

Prior Legal Names

Trade Names

ID#

Residence

Grant Prideco European Holding, LLC

Delaware Limited Liability Company

X/X

X/X

0000000

C/o Entity Services 000 Xxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxxx 00000

Grant Prideco Finance, LLC

Delaware Limited Liability Company

X/X

X/X

0000000

C/o Entity Services 000 Xxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxxx 00000

Grant Prideco USA, LLC

Delaware Limited Liability Company

X/X

X/X

0000000

C/o Entity Services 000 Xxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxxx 00000

Grant Prideco Jersey Limited

Delaware & Jersey Corporation

Citra Grant Prideco Marketing Limited (Jersey) Citra Grant Prideco Limited (Jersey)

N/A

3889281

000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000

Schedule 3.3 to Security Agreement

SCHEDULE 3.4

CERTAIN COLLATERAL

     Grant Prideco, Inc. is a defendant and cross-claimant in a pending action in the Supreme Court of the State of New York, County of New York, Commercial Division, Index No. 603909/04, entitled Active Media Services, Inc. vs. Grant Prideco, Inc. The action grows out of a commercial dispute involving Trade Credits arising from a contract that was in effect from 1998 through 2001. In its Cross-Claim, Grant Prideco, Inc. is seeking between $3.5 and $4.6 million for breach of contract, fraud, and claims assigned to Grant Prideco, Inc. by NatWest Bank. If successful, the judgment may constitute a judgment on a “commercial tort claim.

Schedule 3.4 to Security Agreement

SCHEDULE 3.5

PLEDGED SECURITIES

	Pledgor(s)			Pledged Entity			% Owned / Type of Interest
	Grant Prideco, Inc.			GP Expatriate Services, Inc.			100% Stock
	Grant Prideco, Inc.			GP USA Holding, LLC			100% LLC Interest
	Grant Prideco, Inc. Grant Prideco USA, LLC			Grant Prideco European Holding, LLC			Grant Prideco, Inc. 99% LLC Interest
							Grant Prideco USA, LLC 1% LLC Interest
	Grant Prideco, Inc.			Grant Prideco Finance, LLC			100% LLC Interest
	Grant Prideco, Inc.			Grant Prideco Holding, LLC			100% LLC Interest
	Grant Prideco, Inc.			Grant Prideco Marine Products and Services International, Inc.			100% Stock
	Grant Prideco Holding, LLC			Grant Prideco PC Composites Holdings, LLC			100% LLC Interest
	Grant Prideco, Inc.			Grant Prideco USA, LLC			100% LLC Interest
	Grant Prideco Holding, LLC Grant Prideco USA, LLC			Grant Prideco, X.X.			Xxxxx Prideco Holding, LLC 1% General Partner Interest

Schedule 3.5 to Security Agreement

	Pledgor(s)			Pledged Entity			% Owned / Type of Interest
							Grant Prideco USA, LLC 99% Limited Partner Interest
	Grant Prideco, Inc.			Intellipipe, Inc.			100% Stock
	Grant Prideco Holding, LLC Grant Prideco USA, LLC			Plexus Deepwater Technologies, Ltd.			Grant Prideco Holding, LLC 1% General Partner Interest
							Grant Prideco USA, LLC 99% Limited Partner Interest
	ReedHycalog International Holding, LLC			ReedHycalog Azerbaijan, LLC			100% LLC Interest
	ReedHycalog International Holding, LLC			ReedHycalog Argentina, LLC			100% LLC Interest
	ReedHycalog International Holding, LLC			ReedHycalog Colombia, LLC			100% LLC Interest
	Grant Prideco, Inc.			ReedHycalog International Holding, LLC			100% LLC Interest
	Grant Prideco, Inc.			ReedHycalog, LLC			100% LLC Interest
	ReedHycalog International Holding, LLC			ReedHycalog Kazakhstan, LLC			100% LLC Interest
	Grant Prideco, Inc.			ReedHycalog Utah, LLC			100% LLC Interest
	ReedHycalog International Holding, LLC			ReedHycalog Norway, LLC			100% LLC Interest
	ReedHycalog, LLC GP USA Holding, LLC			ReedHycalog, L.P.			ReedHycalog, LLC 1%

Schedule 3.5 to Security Agreement

	Pledgor(s)			Pledged Entity			% Owned / Type of Interest
							General Partner Interest
							GP USA Holding, LLC 99% Limited Partner Interest
	ReedHycalog International Holding, LLC			ReedHycalog CIS, LLC			100% LLC Interest
	ReedHycalog International Holding, LLC			ReedHycalog Thailand, LLC			100% LLC Interest
	Grant Prideco, Inc.			TA Industries, Inc.			100% Stock
	TA Industries, Inc.			TAI Holding, Inc.			100% Stock
	TA Industries, Inc.			Tube-Alloy Capital Corporation			100% Stock
	Tube-Alloy Capital Corporation			Tube-Alloy Corporation			100% Stock
	Grant Prideco, Inc.			XL Systems International, Inc.			100% Stock
	Grant Prideco Holding, LLC Grant Prideco USA, LLC			XL Systems, X.X.			Xxxxx Prideco Holding, LLC 1% General Partner Interest
							Grant Prideco USA, LLC 99% Limited Partner Interest
	Grant Prideco, Inc.			Grant Prideco Jersey Limited			99.99997% Jersey Stock
	TA Industries, Inc. Grant Prideco, Inc.			C.M.A. Canavera S.R.L.			TA Industries, Inc. 99.9% Italian LLC Interest

Schedule 3.5 to Security Agreement

	Pledgor(s)			Pledged Entity			% Owned / Type of Interest
							Grant Prideco, Inc. 0.1% Italian LLC Interest
	ReedHycalog, L.P.			Diamond Products International Venezolana C.A.			100% Venezuelan [Stock]
	Grant Prideco, Inc. XL Systems, L.P.			Enerpro de Mexico S.A. de X.X.			Xxxxx Prideco, Inc. 99.8% Mexican Stock
							XL Systems, L.P. 0.2% Mexican Stock
	Grant Prideco, Inc.			Grant Prideco Limited			100% Scottish Stock
	Grant Prideco, Inc.			Grant Prideco Canada Ltd.			100% Canadian Stock
	Grant Prideco, Inc.			Grant Prideco (Singapore) Pte Ltd			100% Singapore Stock
	Grant Prideco, Inc.			Grant Prideco Asia (Singapore) Pte. Ltd.			100% Singapore Stock
	ReedHycalog International Holding, LLC ReedHycalog, LLC			Grant Prideco Equipamentos para Petroleo Ltda.			ReedHycalog International Holding, LLC 99.9% Brazilian Stock
							ReedHycalog, LLC 0.1% Brazilian Stock
	Grant Prideco, Inc. Grant Prideco, X.X.			Xxxxx Prideco de Venezuela, X.X.			Xxxxx Prideco, Inc. 99.9% Venezuelan Stock
							Grant Prideco, L.P. 0.1% Venezuelan Stock
	Grant Prideco, Inc.			Grant Prideco Mauritius Limited			100% Mauritius Stock

Schedule 3.5 to Security Agreement

	Pledgor(s)			Pledged Entity			% Owned / Type of Interest
	Grant Prideco, Inc.			Grant Prideco Services, Ltd.			100% Cayman Islands Stock
	Grant Prideco, Inc. XL Systems, L.P.			Pridecomex Holding, S.A. de X.X.			Xxxxx Prideco, Inc. 99.99% Mexican Stock
							XL Systems, L.P. .01% Mexican Stock
	Grant Prideco, Inc.			ReedHycalog Europe B.V.			100% Netherlands Uncertificated Ownership Interest
	ReedHycalog International Holding, LLC			ReedHycalog del Ecuador S.A.			100% Ecuadoran Stock
	Grant Prideco, Inc. ReedHycalog International Holding, LLC			ReedHycalog UK Holdings, LLP			Grant Prideco, Inc. 99% English/Welsh Limited Partner Interest
							ReedHycalog International Holding, LLC 1% English/Welsh General Partner Interest
	ReedHycalog International Holding, LLC			ReedHycalog Pty Ltd			100% Australian Stock
	ReedHycalog International Holding, LLC Grant Prideco, Inc.			Xxxx-Hycalog de Mexico S. de X.X. de C.V.			ReedHycalog International Holding, LLC 99.97% Mexican LLC Interest
							Grant Prideco, Inc. .03% Mexican LLC Interest
	ReedHycalog International Holding, LLC Grant Prideco, Inc.			Xxxx-Hycalog Services S. de X.X. de C.V.			ReedHycalog International Holding, LLC 99.97% Mexican LLC Interest
							Grant Prideco, Inc. .03% Mexican LLC Interest
	ReedHycalog International Holding, LLC Grant Prideco, Inc.			ReedHycalog Italia S.R.L.			ReedHycalog International Holding, LLC 98% Italian LLC Interest

Schedule 3.5 to Security Agreement

	Pledgor(s)			Pledged Entity			% Owned / Type of Interest
							Grant Prideco, Inc. 2% Italian LLC Interest
	Grant Prideco, Inc.			XL Systems Antilles N.V.			100% Netherlands Antilles Stock

Schedule 3.5 to Security Agreement

SCHEDULE 3.7

INTELLECTUAL PROPERTY

A.	Copyrights:
	No Debtor owns any registered copyrights.
	No Debtor owns any material copyrights.
B.	Patents:

U.S. Patents and Patent Applications

Patent

Issue

Assignee

Title

Filed

Serial No

No.

Date

Atlantic Richfield Company / Grant Prideco L.P.

High Efficiency Drill Pipe

3/2/99

09/260,000

0000000

6/12/01

Grant Prideco L.P.

A Method of Establishing Stress Relieving Procedures For Minimizing Sulfide Stress Cracking in Cold Worked Metals

10/21/03

10/605,694

Grant Prideco L.P.

Anti-Rotation Device for Mating Connectors and Methods of Using the Same

5/20/04

10/709,655

Grant Prideco L.P.

Apparatus and Method for Enhancing Fatigue Properties of Subterranean Well Drill Pipe Immediate the Area of Securement to a Tool Joint

11/19/93

08/155,011

5361846

11/8/94

Grant Prideco L.P.

Buttress Thread Form

4/27/90

07/516138

5092635

3/3/92

Grant Prideco L.P.

Casing Drilling Connector with Low Stress Flex Groove

11/3/00

09/706,000

0000000

6/18/02

Grant Prideco L.P.

Concentric, Insulated Tubular Conduits and Method of Assembly

1/12/00

09/481,000

0000000

12/4/01

Grant Prideco L.P.

Concentric, Insulated Tubular Conduits and Method of Assembly (Divisional)

7/23/01

09/912,053

6520732

2/18/03

Grant Prideco L.P.

Control Line Coupling and Tubular String-Control Line Assembly Employing Same

11/9/99

09/436,000

0000000

4/9/02

Grant Prideco L.P.

Corrosion Seal for Threaded Connections

10/4/00

09/679,000

0000000

11/2/04

Schedule 3.7 to Security Agreement

Patent

Issue

Assignee

Title

Filed

Serial No

No.

Date

Grant Prideco L.P.

Cutting elements for rotary drill bits

12/12/85

07/120718

4928777

5/29/90

Grant Prideco L.P.

Double Shoulder Oilfield Tubular Connection

3/6/03

10/248,000

0000000

3/30/04

Grant Prideco L.P.

Drill Collar Box

9/29/00

09/676,000

0000000

10/22/02

Grant Prideco L.P.

Drill Pipe with Improved Connectors

7/21/94

08/278,000

0000000

2/20/96

Grant Prideco L.P.

Fatigue Resistant Drill Pipe

4/27/99

09/301,388

RE37167

5/8/01

Grant Prideco L.P.

Heavy Weight Drill Pipe

5/1/98

09/071,000

0000000

1/11/00

Grant Prideco L.P.

Helical Stress Relief Groove Apparatus and Method for Subterranean Well Drill Pipe Assemblies

7/5/94

08/270,000

0000000

7/16/96

Grant Prideco L.P.

Horizontal Drilling or Completion Method

11/5/90

07/610301

5101906

4/7/92

Grant Prideco L.P.

Insulated Tubular Assembly

3/11/03

10/385,361

Grant Prideco L.P.

Large Diameter Flush-Joint Pipe Handling System

11/5/03

10/605,910

Grant Prideco L.P.

Lightweight Drill Pipe

6/10/91

07/712529

5148876

9/22/92

Grant Prideco L.P.

Liner Connection

6/20/86

876712

4707001

11/17/87

Grant Prideco L.P.

Method and Apparatus for Measuring the Length (MIU) of the Internal Taper of an Internally Upset Drill Pipe Tube

3/30/94

08/220,000

0000000

1/2/96

Grant Prideco L.P.

Method of Fabricating Threaded Connection for Pipes

7/14/88

07/218,000

0000000

6/13/89

Grant Prideco L.P.

Method of Horizontal Drilling

4/29/91

07/692620

5165491

11/24/92

Grant Prideco L.P.

Method of Internally and Externally Upsetting the End of a Metal Tube

12/3/91

07/801969

5184495

2/9/93

Grant Prideco L.P.

Methods and Connections for Coupled Pipe

1/12/05

11/032,972

Grant Prideco L.P.

Multi-Taper and Multi-Pitch Diameter API Eight Round Thread Coupling

6/10/03

10/457,773

Grant Prideco L.P.

Oil Field Tubular Connection

3/8/89

07/320,000

0000000

8/7/90

Grant Prideco L.P.

Oilfield Tubular Connection

2/16/90

07/480,000

0000000

11/12/91

Grant Prideco L.P.

Oilfield Tubular

5/12/00

09/569,000

0000000

9/10/02

Schedule 3.7 to Security Agreement

Patent

Issue

Assignee

Title

Filed

Serial No

No.

Date

Connection

Grant Prideco L.P.

Pressure Relieved Thread Connection

1/2/03

10/335,823

Grant Prideco L.P.

Pressure Relieved Thread Connection

1/3/05

11/029,055

Grant Prideco L.P.

Shoulder Dressing Apparatus

9/17/93

08/122157

5433130

7/18/95

Grant Prideco L.P.

Stress Relief Groove for Drill Pipe

12/3/92

07/985,000

0000000

2/15/94

Grant Prideco L.P.

Stress Relief Groove for Drill Pipe

1/13/94

08/182,000

0000000

10/25/94

Grant Prideco L.P.

System, Method and Apparatus for Deploying a Data Resource Within a Threaded Pipe Coupling

9/29/00

09/675,000

0000000

2/11/03

Grant Prideco L.P.

System, Method and Apparatus for Deploying a Data Resource Within a Threaded Pipe Coupling

12/9/02

10/314,000

0000000

11/2/04

Grant Prideco L.P.

Thread Rolling Tool

11/28/03

10/707,231

Grant Prideco L.P.

Thread Spacer

9/14/04

10/711,359

Grant Prideco L.P.

Threaded and Coupled Connection for Improved Fatigue Resistance

7/21/99

09/358,000

0000000

8/26/03

Grant Prideco L.P.

Threaded Connection for Enhanced Fatigue Resistance

5/2/97

08/850,000

0000000

8/3/99

Grant Prideco L.P.

Threaded Connection For Internally Clad Pipe

2/24/99

09/256,000

0000000

8/14/01

Grant Prideco L.P.

Threaded Connection For Internally Clad Pipe

2/25/98

09/030,000

0000000

3/28/00

Grant Prideco L.P.

Threaded Connection for Internally Clad Pipe (Divisional)

6/28/01

09/894,000

0000000

3/8/05

Grant Prideco L.P.

Threaded Connection With High Compressive Rating

4/28/00

09/560,000

0000000

6/24/03

Grant Prideco L.P.

Threaded Connectors for Axial Alignment of Tubular Components, and Method of Installing Pipe Sections Employing Such Connectors

11/28/03

10/707,228

Grant Prideco L.P.

Threaded Pipe Connection

10/31/02

10/284,632

Grant Prideco L.P.

Threaded Pipe Joint Having Improved Seal Ring Entrapment

1/25/90

07/470,116

5066052

11/19/91

Grant Prideco L.P.

Threaded Pipe Joint Having Improved Seal Ring Entrapment

3/8/89

07/320,000

0000000

7/31/90

Grant Prideco L.P.

Tool Joint

4/18/91

07/687,000

0000000

9/15/92

Schedule 3.7 to Security Agreement

Patent

Issue

Assignee

Title

Filed

Serial No

No.

Date

Grant Prideco L.P.

Tool Joint and Method of Hardfacing Same

9/15/89

07/408,074

5010225

4/23/91

Grant Prideco L.P.

Tool Joint Stress Relief Groove

5/20/93

08/064858

5355968

10/18/94

Grant Prideco L.P.

Tubular Connector

9/12/03

10/605,183

Grant Prideco L.P.

Tubular Coupling With Ventable Seal

8/28/85

06/771137

4893844

1/16/90

Grant Prideco L.P.

Ultra High Torque Double Shoulder Tool Joint

5/2/97

08/850,000

0000000

6/1/99

Grant Prideco LP

Welding Alignment Device, and Methods of Using Same

10/19/04

10/904,013

Grant Prideco, Inc.

Concentric, Insulated Tubular Conduits and Method of Assembly (Divisional)

2/4/03

10/357,611

Grant Prideco, Inc.

Discontinuous Plane Weld Apparatus & Method for Enhancing Fatigue etc.

7/5/94

08/270,000

0000000

10/8/96

Grant Prideco, Inc.

External Refacing Benchmark Indicator

11/12/02

10/292,072

Grant Prideco, Inc.

Fatigue Resistant Drill Pipe

9/18/95

08/529,000

0000000

12/29/98

Grant Prideco, Inc.

Thread Design for Uniform Distribution of Makeup Forces

8/12/02

10/217,129

6848724

2/1/05

Grant Prideco, Inc. and RTI International Metals

Tool Joint and Drill Pipe Made Therefrom

10/27/98

09/179,000

0000000

10/23/01

Xxxx Hycalog L.P.

Bi-Center Bit Adapted to Drill Casing Shoe

10/2/01

09/969,000

0000000

10/7/03

Xxxx Hycalog L.P.

Hardmetal Facing for Earth Boring Drill Bit

7/31/97

08/903913

5988302

11/23/99

Xxxx Hycalog L.P.

Thrust Face Lubrication System for a Rolling Cutter Drill Bit (Continuation)

1/10/97

08/781217

5931241

8/3/99

Xxxx Hycalog LP

Drill Bit Having Offset Roller Cutters and Improved Nozzles

2/29/88

07/162289

4848476

7/18/89

Xxxx Hycalog LP

Rolling Cutter Drill Bits

10/12/93

08/136442

5372210

12/13/94

ReedHycalog L.P.

Accelerometer Caliper While Drilling

4/24/01

09/841,000

0000000

10/22/02

ReedHycalog L.P.

Apparatus for Weight on Bit Measurements, and Methods of Using Same

9/27/04

10/711,589

ReedHycalog L.P.

Cutting elements for roller cutter drill bits

4/5/89

07/333576

4940099

7/10/90

ReedHycalog L.P.

Cutting structures for steel

1/25/88

07/148072

4919220

4/24/90

Schedule 3.7 to Security Agreement

Patent

Issue

Assignee

Title

Filed

Serial No

No.

Date

bodied rotary drill bits

ReedHycalog L.P.

Different Stiffness Energizers for XX Xxxxx

7/24/96

08/685851

5875861

3/2/99

ReedHycalog L.P.

Drag drill bit having improved arrangement of cutting elements

11/7/88

07/270431

4848489

7/18/89

ReedHycalog L.P.

Drag-Type Rotary Drill Bit

11/22/99

09/447,059

6371226

4/16/02

ReedHycalog L.P.

Drag-Type Rotary Drill Bit

11/22/99

09/444,072

6193000

2/27/01

ReedHycalog L.P.

Drill bit with dual reaming rows

10/2/95

08/540685

5671817

9/30/97

ReedHycalog L.P.

Equipment Housing for Downhole Measurements

5/18/04

10/709,625

ReedHycalog L.P.

Fabrication Process for High Density Powder Composite Hardfacing Rod

2/13/01

09/782,000

0000000

3/26/02

ReedHycalog L.P.

Fabrication Process for Powder Composite Rod

11/9/01

09/683,030

6440358

8/27/02

ReedHycalog L.P.

Face Seal Having Strain Induced Face Geometry

11/19/98

09/196478

6109376

8/29/00

ReedHycalog L.P.

Fixed Cutter Drill Bits With Thin, Integrally Formed Wear and Erosion Surfaces

3/9/99

09/265266

6135218

10/24/00

ReedHycalog L.P.

Flow Channels for Tooth Type Rolling Cutter Drill Bits

4/5/96

08/627171

5676214

10/14/97

ReedHycalog L.P.

Hardened bearing surface and method of forming same

9/18/85

06/777279

4618269

10/21/86

ReedHycalog L.P.

Hardfacing Material for Rolling Cutter Drill Bits

7/1/96

08/673978

5740872

4/21/98

ReedHycalog L.P.

Hardmetal Facing for Rolling Cutter Drill Bits

11/17/95

08/559959

5653299

8/5/97

ReedHycalog L.P.

Lip Seal for Roller Cone Drill Bit

9/12/03

10/605,177

ReedHycalog L.P.

Means for retaining roller cutters on rotary drill bit

2/21/89

07/312459

4911255

3/27/90

ReedHycalog L.P.

Method and Apparatus for Loading Lubricant Into Earth Boring Bits

6/4/99

09/326,000

0000000

1/9/01

ReedHycalog L.P.

Method of Measuring Stick Slip and System for Performing Same

2/17/05

60/653,889

ReedHycalog L.P.

Mounting means for cutting elements in drag type rotary drill bit

2/18/86

06/830399

4682663

7/28/87

Schedule 3.7 to Security Agreement

Patent

Issue

Assignee

Title

Filed

Serial No

No.

Date

ReedHycalog L.P.

Mounting means for cutting elements in drag type rotary drill bit

6/12/87

07/061413

4830123

5/16/89

ReedHycalog L.P.

Non Circular Gauge Reaming Row Inserts

8/24/00

09/645,000

0000000

5/28/02

ReedHycalog L.P.

On-Bit, Analog Multiplexer for Transmission of Multi-Channel Drilling Information

4/14/04

10/709,108

ReedHycalog L.P.

Pneumatic Isostatic Forging of Sintered Compacts

11/11/98

09/190804

6060016

5/9/00

ReedHycalog L.P.

Removable Equipment Housing for Downhole Measurements

9/28/04

10/711,608

ReedHycalog L.P.

Rock Bit Cutter Retainer with Differentially Pitched Threads

10/1/97

08/942128

5853245

12/29/98

ReedHycalog L.P.

Rock Bit Face Seal Having Anti-Rotation Pins

10/12/99

09/417,041

6176330

1/23/01

ReedHycalog L.P.

Rock Bit Face Seal Having Lubrication Gap

11/8/01

09/683,022

6427790

8/6/02

ReedHycalog L.P.

Rock Bit Hardmetal Overlay & Process of Manufacture

7/26/99

09/360751

6045750

4/4/00

ReedHycalog L.P.

Rock Bit Hardmetal Overlay and Process of Manufacture

10/14/97

08/950286

5967248

10/19/99

ReedHycalog L.P.

Rock Bit Lubricant Relief Valve

8/20/99

09/378091

6138778

10/31/00

ReedHycalog L.P.

Roller cutter drill bit and method of forming

7/13/88

07/218642

4887493

12/19/89

ReedHycalog L.P.

Rolling Cutter Drill Bit with Stabilized Insert Holes and Method for Making a Rolling Cutter Drill Bit with Stabilized Insert Holes

1/22/99

09/234854

6095264

8/1/00

ReedHycalog L.P.

Rolling Cutter Drill Bits

7/28/95

08/506993

5725313

3/10/98

ReedHycalog L.P.

Rolling Cutter Drill Bits (Continuation)

11/17/97

08/971,000

0000000

3/12/02

ReedHycalog L.P.

Rolling Cutter Drill Bits (Continuation)

10/31/00

09/702,000

0000000

7/9/02

ReedHycalog L.P.

Rotary drill bit for use in drilling holes in subsurface earth formations

11/8/89

07/433689

4991670

2/12/91

ReedHycalog L.P.

Rotary drill bit having improved mounting means for multiple cutting elements

8/13/87

07/084892

4907662

3/13/90

ReedHycalog L.P.

Rotary Drill Bits

11/9/87

07/118604

4823892

4/25/89

Schedule 3.7 to Security Agreement

Patent

Issue

Assignee

Title

Filed

Serial No

No.

Date

ReedHycalog L.P.

Seal assembly for drill bits

9/16/85

06/776452

4623028

11/18/86

ReedHycalog L.P.

Seal assembly for rotary drill bits

4/25/88

/186,022

4838365

6/13/89

ReedHycalog L.P.

Self-Aligning Insert for Drill Bits

5/20/04

10/709,653

ReedHycalog L.P.

Single Energizer Face Seal for Rock Bits with Floating Journal Bearings

12/2/99

09/452,000

0000000

6/19/01

ReedHycalog L.P.

Thrust Face Lubrication System for a Rolling Cutter Drill Bit

8/29/95

08/520431

5628375

5/13/97

ReedHycalog L.P.

Tooth Type Drill Bit with Secondary Cutting Elements and Stress Reducing Tooth Geometry

4/12/00

09/547,000

0000000

2/19/02

ReedHycalog L.P.

Volume Reduction Mandrel for Use in Pneumatic Isostatic Forging

1/27/00

09/492,000

0000000

1/15/02

ReedHycalog L.P.

Wear Indicator for Rotary Drilling Tools

10/30/98

09/183,000

0000000

1/2/01

ReedHycalog L.P. and Corporacion POK S.A. de C.V.

Fluid-Soluble Pattern Material for Investment Casting Process, and Methods for Using Same

2/10/05

10/906,232

ReedHycalog LP

Aluminide Coated Bearing Elements for Roller Cutter Drill Bits

7/5/91

07/726024

5161898

11/18/92

ReedHycalog LP

Case hardened roller cutter for a rotary drill bit and method of making

10/13/89

07/420872

4969378

11/13/90

ReedHycalog LP

Composite Structure Having a Non-Planar Interface and Method of Making Same

4/26/05

10/908,040

ReedHycalog LP

Cutting elements for rotary drill bits

12/7/93

08/163344

5469927

11/28/95

ReedHycalog LP

Directional Drill Bit

12/23/96

08/771000

5839525

11/24/98

ReedHycalog LP

Drill bit having improved hydraulic action for directing drilling fluid

7/17/89

07/381040

4989680

2/5/91

ReedHycalog LP

Hydraulic action for rotary drill bits

11/14/90

07/613241

5096005

3/17/92

ReedHycalog LP

Means for mounting a roller cutter on a drill bit

3/13/90

07/492,000

0000000

2/12/91

ReedHycalog LP

Method of making a threaded retainer ring for a roller cutter on a drill bit

2/5/90

07/475285

5012701

5/7/91

Schedule 3.7 to Security Agreement

Patent

Issue

Assignee

Title

Filed

Serial No

No.

Date

ReedHycalog LP

Method of making lug journal for roller cutter drill bits

11/16/89

07/437180

4982496

1/8/91

ReedHycalog LP

Methods and Related Equipment for Rotary Drilling

4/15/97

08/909432

5950742

9/14/99

ReedHycalog LP

Nozzle means for rotary drill bits

3/30/90

07/502046

5029656

7/9/91

ReedHycalog LP

Pressure compensator for drill bit lubrication system

1/22/91

07/643486

5072795

12/17/91

ReedHycalog LP

Rolling Cutter Drill Bits

8/24/93

08/111373

5465800

11/14/95

ReedHycalog LP

Rotary drill bits and methods of designing such drill bits

6/6/96

08/659502

5816346

10/6/98

ReedHycalog LP

Seal assembly for roller cutter drill bit having a pressure balanced lubrication system

8/13/90

07/566129

5040624

8/20/91

ReedHycalog LP

Sub-reamer for Bi-Center Type Tools

11/21/02

10/301,049

ReedHycalog LP

Threaded Ring Retention Mechanism

8/24/93

08/110854

5383525

1/24/95

ReedHycalog Utah, LLC

Carbide/Metal Composite Material and a Process Therefor

6/11/92

897,000

0000000

4/19/94

ReedHycalog Utah, LLC

Container Assembly for HPHT Processing

9/3/03

10/654,512

ReedHycalog Utah, LLC

Frictional Vibration Damper for Downhole Tools

6/26/00

09/603,000

0000000

5/28/02

ReedHycalog Utah, LLC

Metallized Graphite Heater for a High-Pressure High-Temperature Reaction Vessel

12/28/99

09/473,147

6124573

9/26/00

ReedHycalog Utah, LLC

Reduced Mass Unitary Frame for Ultra High-Pressure High-Temperature Press Apparatus

10/27/00

09/703,000

0000000

1/8/02

ReedHycalog Utah, LLC

Superhard Drill Bit Heel, Gage and Cutting Elements with Reinforced Periphery

3/30/00

09/537,000

0000000

12/18/01

ReedHycalog Utah, LLC.

Superhard Cutting Element Utilizing Tough Reinforcement Posts

3/17/98

09/040,000

0000000

2/29/00

ReedHycalog, L.P.

Hydraulic Optimization of Drilling Fluids in Borehole Drilling

8/12/03

10/604,714

ReedHycalog, LP

Bi-Center bit with Oppositely Disposed Cutting Surfaces

10/21/97

08/955,147

5992548

11/30/99

Schedule 3.7 to Security Agreement

Patent

Issue

Assignee

Title

Filed

Serial No

No.

Date

ReedHycalog, LP

Cutting Element

2/9/98

09/021,012

6068072

5/30/00

ReedHycalog, LP

Cutting Element with Stress Reduction

9/7/99

09/391,033

6315067

11/13/01

ReedHycalog, LP

Cutting Element with Stress Reduction

4/16/98

09/129,179

6026919

2/22/00

ReedHycalog, LP

Expandable Eccentric Reamer and Method of Use in Drilling

11/3/03

10/701,232

ReedHycalog, LP

Failure Indicator for Rolling Cutter Drill Bit

7/30/01

09/682,165

6484824

11/26/02

ReedHycalog, LP

Improved Bi-Center Bit and Method for Enhancing Stability

8/15/95

08/515,000

0000000

10/21/97

ReedHycalog, LP

Reduced Erosion Nozzle System and Method for the Use of Drill Bits to Reduce Erosion

4/2/98

09/057,000

0000000

11/7/00

ReedHycalog, LP

Re-Settable Locking Mechanism for Downhole Tools

10/21/04

10/971,865

ReedHycalog, LP

Stabilizing Drill Bit

5/31/96

08/655,000

0000000

9/8/98

ReedHycalog, LP

Two Stage Drill Bit

5/27/99

09/321,000

0000000

7/2/02

ReedHycalog, LP.

Bi-Center Bit Adapted to Drill Casing Shoe

9/8/99

09/392,043

6340064

1/22/02

ReedHycalog, LP.

Coring Tool

1/27/98

09/014,116

6009960

1/4/00

ReedHycalog, LP.

Cutting Element with Stress Reduction

5/31/00

09/583,000

0000000

6/11/02

ReedHycalog, LP.

Stabilizing Drill Bit with Improved Cutting Elements

9/8/98

09/149,196

5979577

11/9/99

ReedHycalog. L.P.

Apparatus for Weight on Bit Measurements, and Methods of Using Same

10/15/03

10/605,000

0000000

10/12/04

XL Systems, L.P.

Driveable Threaded Tubular Connection

3/23/87

029687

4822081

4/18/89

XL Systems, L.P.

Releasable Connector

6/28/90

07/546,020

5026200

6/25/91

C.   Trademarks:

U.S. Trademark Registrations and Applications

Schedule 3.7 to Security Agreement

										REG. NO. / REG. DATE
	OWNER			XXXX			STATUS			SERIAL NO. / FILING DATE
	Grant Prideco L.P.			ANJO			Registered			2,457,341 June 5, 2001 76/073,362 June 19, 2000
	Grant Prideco X.X.			XXXXX PRIDECO			Pending			78/530,418 December 10, 2004
	Grant Prideco X.X.			XXXXX PRIDECO and Design			Registered			2,749,310 August 12, 2003 76/233,005 March 28, 2001
	Grant Prideco L.P.			H LOGO			Registered			1,779,477 June 29, 1993 74/216,740 October 29, 1991
	Grant Prideco L.P.			HD-L			Registered			1,740,840 December 22, 1992 74/127,301 December 26, 1990
	Grant Prideco L.P.			H-SERIES			Registered			1,802,566 November 2, 1993 74/214,579 October 18, 1991
	Grant Prideco L.P.			PIPE BUILDER			Pending			78/526,902 December 3, 2004
	Grant Prideco L.P.			PLATINUM			Pending			78/526,210 December 2, 2004
	Grant Prideco L.P.			RTS			Registered			1,258,246 November 22, 1983 73/351,931 February 25, 1982
	Grant Prideco L.P.			SLIP-PROOF			Registered			2,723,417 June 10, 2003 76/335,727 November 7, 2001

Schedule 3.7 to Security Agreement

										REG. NO. / REG. DATE
	OWNER			XXXX			STATUS			SERIAL NO. / FILING DATE
	Grant Prideco L.P.			SMOOTH EDGE			Registered			2,830,590 April 6, 2004 76/415,178 May 30, 2002
	Grant Prideco L.P.			SMOOTHX (DESIGN)			Registered			1,166,128 August 25, 1981 73/190,310 October 23, 1978.
	Grant Prideco L.P.			SPECS DIRECT			Pending			78/526,895 December 3, 2004.
	Grant Prideco L.P.			SPIRALINE			Registered			1,944,089 December 26, 1995 74/622,473 January 18, 1995
	Grant Prideco L.P.			SPIRAL-WATE			Registered			1,248,819 August 23, 1983 73/358,602 April 6, 1982
	Grant Prideco L.P.			SRT			Registered			2,803,307 January 6, 2004 76/415,179 May 30, 2002.
	Grant Prideco L.P.			SST			Registered			2,028,288 January 7, 1997 74/687,498 June 7, 1995
	Grant Prideco L.P.			SUPER SMOOTH-X			Registered			1,783,848 July 27, 1993 74/100,211 September 25, 1990
	Grant Prideco L.P.			THERMOCASE			Registered			2,587,427 July 2, 2002 76/100,199 July 31, 2000
	Grant Prideco L.P.			TUFF-WELD			Registered			1,002,567 January 28, 1975 73/016,668 March 22, 1974
	Grant Prideco L.P.			XT			Registered			2,466,236 July 3, 2001 75/623,469 January 18, 1999.

Schedule 3.7 to Security Agreement

										REG. NO. / REG. DATE
	OWNER			XXXX			STATUS			SERIAL NO. / FILING DATE
	Grant Prideco, Inc.			EXTREME			Registered			2,443,230 April 10, 2001 75/623,471 January 18, 1999.
	Grant Prideco, Inc.			H-90			Registered			683,974 August 25, 1959 71/699,968 December 14, 1955
	Grant Prideco, Inc.			HI-TORQUE			Registered			1,475,521 February 2, 1988 73/618,858 September 8, 1986
	Grant Prideco, Inc.			MODIFIED			Registered			1,020,933 September 23, 1975 73/008,551 December 10, 1973
	Grant Prideco, Inc.			TCA			Registered			2,479,384 August 21, 2001 75/895,828 January 12, 2000
	Grant Prideco, Inc.			TCII			Registered			2,333,000 March 21, 2000 75/718,533 June 1, 1999
	Grant Prideco, Inc.			TFW			Registered			1,563,039 Registration Date: October 31, 1989 73/751,531 September 12, 1988
	Grant Prideco, Inc.			XD			Registered			2,466,237 July 3, 2001 75/623,470 January 18, 1999
	Grant Prideco, Inc.			XLT			Registered			2,395,094 October 17, 2000 75/672,789 April 1, 1999
	Grant Prideco, Inc.			X-METAL			Registered			2,441,533 April 3, 2001 75/702,566 May 11, 1999

Schedule 3.7 to Security Agreement

										REG. NO. / REG. DATE
	OWNER			XXXX			STATUS			SERIAL NO. / FILING DATE
	Xxxx Hycalog L.P.			DURACLAD			Registered			2,419,247 January 9, 2001 75/920,816 February 16, 2000
	Xxxx Hycalog L.P.			MUDPICK and Design			Registered			1,388,055 April 1, 1986 73/551,539 August 2, 1985
	Xxxx Hycalog L.P.			MUDPICK and Design			Registered			1,388,056 April 1, 1986 73/551,543 August 2, 1985
	Xxxx Hycalog L.P.			POWERSTEERING			Registered			2,222,772 February 9, 1999 75/417,456 January 13, 1998
	Xxxx Hycalog L.P.			POWERSTEERING			Registered			2,654,608 November 26, 2002 75/319,387 July 3, 1997
	Xxxx Hycalog L.P.			R and Design			Registered			1,131,179 February 26, 1980 73/152,820 December 20, 1977
	Xxxx Hycalog X.X.			XXXX			Registered			522,173 March 14, 1950 71/546,036 January 2, 1948
	Xxxx Hycalog L.P.			BICENTRIX			Registered			2,189,214 September 15, 1998 75/318,906 July 3, 1997
	Xxxx Hycalog L.P.			CSD			Pending			78/594,753 March 24, 2005
	Xxxx Hycalog L.P.			DIAMOND PRODUCTS INTERNATIONAL			Registered			2,607,383 August 13, 2002 76/298,217 August 3, 2001

Schedule 3.7 to Security Agreement

										REG. NO. / REG. DATE
	OWNER			XXXX			STATUS			SERIAL NO. / FILING DATE
	ReedHycalog L.P.			DPI			Registered			2,222,534 February 9, 1999 75/379,254 October 24, 1997
	ReedHycalog L.P.			DURADIAMOND			Registered			2,189,219 September 15, 1998 75/319,307 July 3, 1997
	ReedHycalog L.P.			HYCALOG and Design			Registered			1,711,189 September 1, 1992 74/203,335 September 13, 1991
	ReedHycalog L.P.			LOTORQUE			Registered			2,278,855 September 21, 1999 75/398,142 November 24, 1997
	ReedHycalog L.P.			RAPTOR			Pending			78/561,025 February 4, 2005
	ReedHycalog L.P.			REEDHYCALOG			Registered			2,934,876 March 22, 2005 78/349,174 January 8, 2004
	ReedHycalog L.P.			SPEEDDRILL			Registered			2,553,514 September 21, 1999 75/848,422 November 15, 1999
	ReedHycalog L.P.			SPEEDREAMER			Registered			2,280,606 September 28, 1999 75/398,141 November 24, 1997
	ReedHycalog L.P.			SPEEDREAMERCSD			Registered			2,482,083 August 28, 2001 76/064,653 June 7, 2000
	ReedHycalog L.P.			STEERINGWHEEL			Registered			2,185,768 September 1, 1998 75/319,305 July 3, 1997
	ReedHycalog L.P.			SWITCHBLADE			Registered			2,185,770 September 1, 1998 75/319,308 July 3, 1997

Schedule 3.7 to Security Agreement

										REG. NO. / REG. DATE
	OWNER			XXXX			STATUS			SERIAL NO. / FILING DATE
	ReedHycalog L.P.			SWN			Pending			78/624,219 May 5, 2005
	ReedHycalog L.P.			TERRASCOPE			Pending			78/555,241 January 27, 2005
	ReedHycalog L.P.			TRANSFORMATION			Registered			2,185,769 September 1, 1998 75/319,306 July 3, 1997
	ReedHycalog L.P.			TREX			Pending			78/320,473 October 29, 2003
	Tube-Alloy Corporation			FLO-PUP			Registered			2,197,945 October 20, 1998 75/341,364 August 14, 1997

D.   Licenses:

1.   Licenses to Borrowers:

Type of

Registration

Intellectual

or Serial

Xxxx or Title of Intellectual

Licensor

Licensee

Property

Number

Property

Torquelock Corporation

Grant Prideco, L.P.

Patent

10/301,079

Hang-Free Thread Design

Xxxxxxxx

Xxxxx Prideco, L.P.

Patent

10/290,003

Method and Apparatus for Sealing Radially Expanded Joints

Xxxxxxxx

Xxxxx Prideco, L.P.

Patent

10/840,996

Metal Sleeve Seal for Threaded Connection

2.   Licenses from Borrowers to Third Parties: None.

Schedule 3.7 to Security Agreement

Annex I to the
Security Agreement

     This SUPPLEMENT NO. [ ] dated as of [      ] (this “Supplement”), is delivered in connection with (a) the Security Agreement dated as of May 12, 2005 (the “Security Agreement”), among Grant Prideco, Inc., a Delaware corporation (the “Parent”), certain subsidiaries of the Parent (the Parent and such subsidiaries collectively being the “Debtors”), and Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), for the benefit of the holders of the Secured Obligations (as defined therein) and (b) the Subsdiary Guaranty described below.

     A Reference is made to the Credit Agreement dated as of May 12, 2005 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among the Parent and certain of its Subsidiaries as Borrowers (such Subsidiaries, together with the Parent, the “Borrowers”), Bank of America, N.A. as Syndication Agent, the Administrative Agent, and the Lenders, Swing Line Lenders, L/C Issuers, and agents from time to time party thereto. Pursuant to the Subsidiary Guaranty dated as of May 12, 2005 (as amended, supplemented, or otherwise modified from time to time, the “Subsidiary Guaranty”), made by the Debtors (other than the Parent), such Debtors have agreed to guarantee, among other things, the full payment and performance of all of the obligations of the Borrowers under the Credit Agreement. Pursuant to the Parent Guaranty dated as of May 12, 2005 (as amended, supplemented, or otherwise modified from time to time, the “Parent Guaranty”, and together with the Subsidiary Guaranty, the “Guaranties”), made by the Parent, the Parent has agreed to guarantee, among other things, the full payment and performance of all of the obligations of the other Borrowers under the Credit Agreement.

     B Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement and the Credit Agreement.

     C The Debtors have entered into the Security Agreement and the Guaranties as a condition precedent to the effectiveness of the Credit Agreement. Section 7.12 of the Security Agreement provides that additional Subsidiaries of the Loan Parties may become Debtors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. Section 6.13 of the Credit Agreement provides that additional Subsidiaries of the Loan Parties must become Guarantors under the Subsidiary Guaranty. The undersigned Subsidiary (the “New Debtor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Debtor under the Security Agreement and a Guarantor under the Subsidiary Guaranty.

     Accordingly, the Administrative Agent and the New Debtor agree as follows:

     SECTION 1. In accordance with Section 7.12 of the Security Agreement, the New Debtor by its signature below becomes a Debtor under the Security Agreement and a Guarantor under the Subsidiary Guaranty with the same force and effect as if originally named therein as a Debtor or Guarantor, as applicable, and the New Debtor hereby (a) agrees to all the terms and provisions of the Security Agreement and the Subsidiary Guaranty applicable to it as a Debtor or Guarantor, as applicable, thereunder and (b) represents and warrants that the representations and

Annex I to Security Agreement

-1-

warranties made by it as a Debtor or Guarantor, as applicable, thereunder are true and correct on and as of the date hereof. The Schedules to the Security Agreement are hereby supplemented by the Schedules attached hereto with respect to the New Debtor. In furtherance of the foregoing, the New Debtor, as security for the payment and performance in full of the Secured Obligations (as defined in the Security Agreement), does hereby create and grant to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in and lien on all of the New Debtor’s right, title and interest in and to the Collateral of the New Debtor. Each reference to a “Debtor” in the Security Agreement or “Guarantor” in the Subsidiary Guaranty shall be deemed to include the New Debtor.

     SECTION 2. The New Debtor represents and warrants to the Administrative Agent that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

     SECTION 3. This Supplement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

     SECTION 4. Except as expressly supplemented hereby, the Security Agreement and the Subsidiary Guaranty shall remain in full force and effect.

     SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 6. All communications and notices to the New Debtor under the Security Agreement or the Subsidiary Guaranty shall be in writing and given as provided in Section 7.2 of the Security Agreement to the address for the New Debtor set forth under its signature below.

     SECTION 7. The New Debtor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

Annex I to Security Agreement

-2-

     IN WITNESS WHEREOF, the New Debtor and the Administrative Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

[Name of New Debtor],

By:

Name:

Title:

Address:

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as

Administrative Agent

By:

Name:

Title:

Address:

Annex I to Security Agreement

-3-

Supplemental Schedules
to the Security Agreement

Supplemental Schedules to Annex I to Security Agreement

-4-

Annex II to the
Security Agreement

PATENT SECURITY AGREEMENT SUPPLEMENT

Dated as of May ___, 2005

     WHEREAS, each entity listed on Schedule 1-A hereto (each a “Debtor” and, collectively, the “Debtors”), whose jurisdictions and types of organization and addresses are as set forth on Schedule 1-A hereto, owns the letters patent, and/or applications for letters patent, of the United States of America, indicated and more particularly described for such Debtor on Schedule 1-B hereto (the “Patents”);

     WHEREAS, Grant Prideco, Inc., a Delaware corporation (the “Parent”) and certain subsidiaries of the Parent party thereto (the Parent and such subsidiaries collectively being the “Borrowers”) have entered into a Credit Agreement dated as of May 12, 2005 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”) with Xxxxx Fargo Bank, National Association, in its capacity as administrative agent (in such capacity, the “Administrative Agent”), Bank of America, N.A., as syndication agent, and the lenders and agents from time to time party thereto.

     WHEREAS, each Debtor, the Parent, and certain other subsidiaries of the Parent have entered into a Security Agreement (as amended, supplemented, or otherwise modified from time to time, the “Security Agreement”) in favor of the Administrative Agent, pursuant to which each Debtor has granted to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in all right, title, and interest of such Debtor in and to the Patents, together with all registrations and recordings thereof, including, without limitation, applications, registrations, and recordings in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, all whether now or hereafter owned or licensable by such Debtor, and all reissues, continuations, continuations-in-part, term restorations or extensions thereof, all Patent Licenses (as defined in the Security Agreement), and all proceeds thereof, including, without limitation, any claims by such Debtor against third parties for infringement thereof for the full term of the Patents (the “Collateral”), to secure the prompt payment, performance and observance of the Secured Obligations (as defined in the Security Agreement);

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, each Debtor does hereby further confirm, and put on the public record, its grant to the Administrative Agent of a security interest in the Collateral to secure the prompt payment, performance and observance of the Secured Obligations.

     Each Debtor does hereby further acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the grant of and security interest in the Collateral made hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.

Annex II to Security Agreement

-1-

     The Administrative Agent’s address is Xxxxx Fargo Bank, National Association, Energy Services Group, Mail Code MAC T5002-031, 0000 Xxxxxxxxx Xx., 0^xx Xxxxx, Xxxxxxx, XX 00000, Attn: Xxxx Xxxxx.

Annex II to Security Agreement

-2-

     IN WITNESS WHEREOF, each Debtor has duly executed or caused this Patent Supplement to the Security Agreement to be duly executed as of the date first set forth above.

[RELEVANT DEBTOR]

By:

Name:

Title:

Annex II to Security Agreement

-3-

STATE OF            )
                               ) ss.:
COUNTY OF        )

On this ____ day of __________, 200__, before me personally appeared __________________, to me known, who, being by me duly sworn, did depose and say that he/she resides at _________________________________________ and that he/she is _______________ of each Debtor, or of the general partner of such Debtor; and that he/she signed his/her name thereto in his/her capacity as an authorized officer of said Debtor or said general partner of said Debtor pursuant to such authority.

Notary Public

Annex II to Security Agreement

-1-

Schedule 1-A
to the Patent Security Agreement Supplement

DEBTORS

				Jurisdiction
	Debtor			of Formation			Principal Place of Business			Type of Entity

Schedule 1-A to Patent Security Agreement Supplement

-1-

Schedule 1-B
to the Patent Security Agreement Supplement

PATENTS

		Date Filed		Serial No. or
Title of Patent		or Granted		Patent No.

Schedule 1-B to Patent Security Agreement Supplement

-1-

Annex III to the
Security Agreement

TRADEMARK SECURITY AGREEMENT SUPPLEMENT

Dated as of May ___, 2005

     WHEREAS, each entity listed on Schedule 1-A hereto (each a “Debtor” and, collectively, the “Debtors”), whose jurisdictions and types of organization and addresses are as set forth on Schedule 1-A hereto, (1) has adopted, used and is using, or (2) has intended to use and filed an application indicating that intention, but has not yet filed an allegation of use under Section 1(c) or l(d) of the Trademark Act, or (3) has filed an application based on an intention to use and has since used and has filed an allegation of use under Section 1(c) or 1(d) of the Trademark Act, the trademarks, trade names, trade styles, and service marks listed for such Debtor on Schedule 1-B hereto, which trademarks, trade names, trade styles, and service marks are registered in the United States Patent and Trademark Office (the “Trademarks”); and

     WHEREAS, Grant Prideco, Inc., a Delaware corporation (the “Parent”) and certain subsidiaries of the Parent party thereto (the Parent and such subsidiaries collectively being the “Borrowers”) have entered into a Credit Agreement dated as of May 12, 2005 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”) with Xxxxx Fargo Bank, National Association, in its capacity as administrative agent (in such capacity, the “Administrative Agent”), Bank of America, N.A., as syndication agent, and the lenders and agents from time to time party thereto.

     WHEREAS, each Debtor, the Parent, and certain other subsidiaries of the Parent have entered into a Security Agreement (as amended, supplemented, or otherwise modified from time to time, the “Security Agreement”) in favor of the Administrative Agent, pursuant to which each Debtor has granted to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in all right, title, and interest of such Debtor in and to the Trademarks, together with all prints and labels on which said Trademarks have appeared or appear, designs, and general intangibles of like nature, now existing or hereafter adopted or acquired, and the goodwill of the business symbolized by the Trademarks and the applications, registrations and recordings in the United States Patent and Trademark Office or in any similar office or agency of the United States of America, any State thereof, or any other country or any political subdivision thereof, all whether now or hereafter owned or licensable by such Debtor, and all reissues, extensions or renewals thereof, all Trademark Licenses (as defined in the Security Agreement) and all proceeds thereof, including, without limitation, any claims by such Debtor against third parties for infringement thereof (the “Collateral”), to secure the payment, performance, and observance of the Secured Obligations (as defined in the Security Agreement);

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, each Debtor does hereby further confirm, and put on the public record, its grant to the Administrative Agent a security interest in the Collateral to secure the prompt payment, performance, and observance of the Secured Obligations.

Trademark Security Agreement Supplement

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     Each Debtor does hereby further acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the grant of, security interest in and mortgage on the Collateral made hereby are more fully set forth in the Security Agreement; the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.

     The Administrative Agent’s address is Xxxxx Fargo Bank, National Association, Energy Services Group, Mail Code MAC T5002-031, 0000 Xxxxxxxxx Xx., 0^xx Xxxxx, Xxxxxxx, XX 00000, Attn: Xxxx Xxxxx.

Trademark Security Agreement Supplement

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     IN WITNESS WHEREOF, each Debtor has duly executed or caused this Trademark Supplement to the Security Agreement to be duly executed as of the date first set forth above.

[RELEVANT DEBTOR]

By:

Name:

Title:

Trademark Security Agreement Supplement

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STATE OF            )
                               ) ss.:
COUNTY OF        )

On this ____ day of __________, 200__, before me personally appeared __________________, to me known, who, being by me duly sworn, did depose and say that he/she resides at _________________________________________ and that he/she is _______________ of each Debtor, or of the general partner of such Debtor; and that he/she signed his/her name thereto in his/her capacity as an authorized officer of said Debtor or said general partner of said Debtor pursuant to such authority.

Notary Public

Trademark Security Agreement Supplement

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Schedule 1-A
to the Trademark Security Agreement Supplement

DEBTORS

				Jurisdiction of
	Debtor			Formation			Principal Place of Business			Type of Entity

Schedule 1-A to Trademark Security Agreement Supplement

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Schedule 1-B
to the Trademark Security Agreement Supplement

TRADEMARKS

		Application or		Application Serial
		Registration		No. or Registration
Trademark		Date		No.

Schedule 1-B to Trademark Security Agreement Supplement

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Annex IV to the
Security Agreement

COPYRIGHT SECURITY AGREEMENT SUPPLEMENT

Dated as of May ___, 2005

     WHEREAS, [relevant Debtor] a (       ) [corporation] [limited liability company] [limited partnership] (herein referred to as the “Debtor”), having an address at [      ] has adopted, used and is using the copyrights listed on the annexed Schedule 1-A, which copyrights are registered in the United States Copyright Office (the “Copyrights”);

     WHEREAS, Grant Prideco, Inc., a Delaware corporation (the “Parent”) and certain subsidiaries of the Parent party thereto (the Parent and such subsidiaries collectively being the “Borrowers”) have entered into a Credit Agreement dated as of May 12, 2005 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”) with Xxxxx Fargo Bank, National Association, in its capacity as administrative agent (in such capacity, the “Administrative Agent”), Bank of America, N.A., as syndication agent, and the lenders and agents from time to time party thereto.

     WHEREAS, the Debtor, the Parent, and certain Subsidiaries of the Parent have entered into a Security Agreement (as amended, supplemented, or otherwise modified from time to time, the “Security Agreement”) in favor of the Administrative Agent pursuant to which the Debtor has granted to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in all right, title, and interest of the Debtor in and to the Copyrights, and the registrations and recordings thereof in the United States Copyright Office or any other country or any political subdivision thereof, all whether now or hereafter owned or licensable by the Debtor and all extensions or renewals thereof and all licenses thereof and all proceeds thereof, including, without limitation, any claims by the Debtor against third parties for infringement thereof (the “Collateral”), to secure the payment, performance, and observance of the Secured Obligations;

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Debtor does hereby further confirm, and put on the public record, its grant to the Administrative Agent of a security interest in, and mortgage on, the Collateral to secure the prompt payment, performance, and observance of the Secured Obligations.

     The Debtor does hereby further acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the grant, assignment of, and security interest in the Collateral made hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.

     The Administrative Agent’s address is Xxxxx Fargo Bank, National Association, Energy Services Group, Mail Code MAC T5002-031, 0000 Xxxxxxxxx Xx., 0^xx Xxxxx, Xxxxxxx, XX 00000, Attn: Xxxx Xxxxx.

Copyright Security Agreement Supplement

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     IN WITNESS WHEREOF, [the relevant Debtor] has duly executed or caused this Supplement to the Security Agreement to be duly executed as of the date first set forth above.

[RELEVANT DEBTOR]

By:

Name:

Title:

Copyright Security Agreement Supplement

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STATE OF            )
                               ) ss.:
COUNTY OF        )

On this ____ day of __________, 200__, before me personally appeared __________________, to me known, who, being by me duly sworn, did depose and say that he/she resides at _________________________________________ and that he/she is _______________ of each Debtor, or of the general partner of such Debtor; and that he/she signed his/her name thereto in his/her capacity as an authorized officer of said Debtor or said general partner of said Debtor pursuant to such authority.

Notary Public

Copyright Security Agreement Supplement

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SCHEDULE 1-A TO THE COPYRIGHT SECURITY AGREEMENT SUPPLEMENT

COPYRIGHTS

Schedule 1-A to Copyright Security Agreement Supplement

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