EXHIBIT 4.5
CONSENT AND FOURTH AMENDMENT
TO LOAN AND SECURITY AGREEMENT
THIS CONSENT AND FOURTH AMENDMENT dated as of December 31,
2001 (this "Amendment") to the Amended and Restated Loan and Security Agreement,
dated as of July 10, 2000 (the "Loan Agreement"; capitalized terms defined
therein shall have the same meanings when used herein unless otherwise defined
herein), among each of the direct and indirect Subsidiaries of Grant Prideco,
Inc. ("GPI") specified on Schedule 1 thereto (the "Borrowers"), the financial
institutions from time to time party thereto as lenders (the "Lenders"),
Transamerica Business Capital Corporation, as successor to Transamerica Business
Credit Corporation, as agent for the U.S. Lenders (the "Agent"), and
Transamerica Commercial Finance Corporation, Canada, as agent for the Cdn.
Lenders (together with the Agent, the "Agents").
WITNESSETH:
WHEREAS, the Borrowers, the Lenders and the Agents are parties
to the Loan Agreement, under which the U.S. Borrowers may, subject to the terms
thereof, borrow U.S. Loans of up to US$100,000, 000;
WHEREAS, the Borrowers have requested that the Agents and the
Lenders amend the Loan Agreement to increase the maximum amount of U.S. Loans
that the U.S. Borrowers may borrow to US$125,000,000;
WHEREAS, GPI proposes to transfer its ownership of
substantially all the outstanding shares of capital stock of Grant Prideco S.A.
de C.V. to Pridecomex Holding S.A. de C.V. (the "Proposed Stock Transfer") and
the Borrowers have requested that the Agents and the Lenders consent to the
Proposed Stock Transfer; and
WHEREAS, certain new Subsidiaries and Affiliates of GPI have
been formed since the execution of the Loan Agreement by the parties thereto.
NOW, THEREFORE, the Borrowers, the Lenders and the Agents
agree as follows:
SECTION 1. CONSENT. Section 7.2(e) of the Loan Agreement and
Section 4(c) of the Pledge Agreement prohibit the Borrowers and the Pledgors,
respectively, from transferring any assets or Collateral (as defined in the
Pledge Agreement) other than as specified therein, and the Borrowers request
that the Lenders and the Agent consent to the Proposed Stock Transfer
thereunder. Effective as of the date hereof, but subject to the satisfaction of
the conditions to effectiveness set forth in Section 3 hereof, the Lenders and
the Agents consent to the Proposed Stock Transfer.
SECTION 2. AMENDMENTS TO THE LOAN AGREEMENT. Effective as of
the date hereof, but subject to the satisfaction of the conditions to
effectiveness set forth in Section 3 hereof, the Loan Agreement is amended as
follows:
(a) Section 2.4(a)(ii) of the Loan Agreement is amended by
deleting "US$100,000,000" and substituting therefor "US$125,000,000."
(b) Section 4.4(a)(i) of the Loan Agreement is amended by
deleting "US$100,000,000" and substituting therefor "US$125,000,000."
(c) Section 7.2(e)(v) of the Loan Agreement is amended by
deleting the entire text thereof and substituting therefor the following text:
"the license of patents, trademarks or copyrights to (a) any other Loan
Party or Subsidiary thereof, or (b) any third party, so long as such license is
non-exclusive;"
(d) Section 7.2(l) of the Loan Agreement is amended by
deleting "the pledgor" each time it appears in clause (x) thereof and
substituting therefor "such Borrower or Subsidiary".
(e) Section 11.1 of the Loan Agreement is amended by deleting
"Transamerica Business Credit Corporation" each time it appears and substituting
therefor "Transamerica Business Capital Corporation".
(f) Section 11.5 is amended by inserting in clause (i) of the
first proviso thereto after "the Pro Rata Share" the following:
"(other than as a result of an increase in the Commitments to an amount
up to $150,000,000, which increase shall not require any further consent of the
Lenders)".
(g) Schedule 2 (Commitments of Lenders) to the Loan Agreement
is amended and restated in the form of Annex I hereto.
(h) Schedule 3 (Guarantors) to the Loan Agreement is amended
and restated in the form of Annex II hereto.
(i) Schedule 6.1(g) (Ownership; Subsidiaries) to the Loan
Agreement is amended by (1) deleting the names "Drill Tube International, Inc.",
"Petro-Drive, Inc." and information relating to such names, and (2) adding the
following to the end of such Schedule 6.1(g):
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Entity State or Country % of Shares Shareholder
------ ---------------- ----------- -----------
Intellipipe, Inc. Delaware 100% Grant Prideco, Inc.
Intelliserve, Inc. Delaware 50% Intellipipe, Inc.
Grant Prideco PC Composites Delaware 100% Grant Prideco Holding, LLC
Holdings, LLC
PC Composites, L.P. Texas 1% Grant Prideco PC
Composites Holdings, LLC
PC Composities, L.P. Texas 49% Grant Prideco USA, LLC
Plexus Deepwater Texas 1% Grant Prideco Holding, LLC
Technologies, Ltd.
Plexus Deepwater Texas 99% Grant Prideco USA, LLC
Technologies, Ltd.
SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall not be
effective unless and until each of the following conditions shall have been
satisfied, in the Agent's reasonable determination, on or before December 31,
2001:
(a) The Agent shall have received the following, each dated
the date of delivery thereof or as of an earlier date acceptable to the Agent,
in form and substance acceptable to the Agent:
(i) a counterpart of this Amendment, duly executed by each
Borrower and acknowledged by each Guarantor;
(ii) an amended and restated promissory note payable to the
order of each Lender, substantially in the form of Exhibit A, duly
executed by each U.S. Borrower;
(iii) an amendment to the Pledge Agreement, duly executed by
the Pledgors and Grant Prideco PC Composites Holdings, LLC, a Delaware
limited liability company ("PC Composites LLC") and Intellipipe, Inc.,
a Delaware corporation ("Intellipipe"), pledging to the Agent for the
ratable benefit of the Lenders (A) all the shares of capital stock of
Intellipipe, and fifty percent (50%) of the shares of capital stock of
Intelliserve, Inc., a Delaware corporation, together with all
certificates representing such shares and undated stock powers
therefor, duly executed in blank, (B) a one-hundred percent (100%)
limited liability company interest in PC Composites LLC, (C) a one
percent (1%) general partnership interest and a forty-nine percent
(49%) limited partnership interest in PC Composites, L.P., a Texas
limited
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partnership, and (D) and a one percent (1%) general partnership
interest and a ninety-nine percent (99%) limited partnership interest
in Plexus Deepwater Technologies, Ltd., a Texas limited partnership
("Plexus");
(iv) a Supplement to the Guaranty in the form of Annex I
thereto (the "Guaranty Supplement"), duly executed by Intellipipe, PC
Composites LLC and Plexus (collectively, the "New Loan Parties");
(v) a Supplement to the Contribution Agreement in the form of
Annex I thereto (the "Contribution Agreement Supplement"), duly
executed by each New Loan Party;
(vi) a good standing certificate for Intellipipe and PC
Composites LLC from the Secretary of State of Delaware;
(vii) a good standing certificate for Plexus from the
Secretary of State of Texas;
(viii) a certificate of a Responsible Officer of the
Administrative Borrower certifying that (A) the representations and
warranties of the Loan Parties contained in the Loan Agreement and the
other Loan Documents are true and correct in all material respects (and
subject to the delivery to the Agent of updated schedules to the Loan
Agreement as provided in Section 6.3 thereof) on and as of the date of
such certificate as if then made, other than representations and
warranties that expressly relate solely to an earlier date, in which
case they are true and correct as of such earlier date, and (B) no
Default or Event of Default has occurred and is continuing;
(ix) copies of the Governing Documents of each New Loan Party
and a copy of the resolutions of the Board of Directors (or similar
evidence of authorization) of each New Loan Party authorizing the
execution, delivery and performance of the Guaranty Supplement and the
Contribution Agreement Supplement, and the transactions contemplated
thereby, attached to which is a certificate of the Secretary or an
Assistant Secretary of the applicable New Loan Party certifying (A)
that such copies of the Governing Documents and resolutions (or similar
evidence of authorization) of such New Loan Party are true, complete
and accurate copies thereof, have not been amended or modified since
the date of such certificate and are in full force and effect and (B)
the incumbency, names and true signatures of the officers of such New
Loan Party authorized to sign the Loan Documents to which such Loan
Party is a party; and
(x) such other agreements, instruments, documents and evidence
as the Agent deems necessary in its sole and absolute discretion in
connection with the transactions contemplated hereby;
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(b) the Agent shall have filed (i) Uniform Commercial Code
amendments naming the Agent as secured party and each of GPI, Grant Prideco
Holding, LLC and Grant Prideco USA, LLC as debtors and (ii) Uniform Commercial
Code financing statements naming the Agent as secured party and each of
Intellipipe and PC Composites LLC as debtors in all jurisdictions that the Agent
deems necessary or desirable to perfect and protect the Liens created under the
Pledge Agreement; and
(c) the Borrowers shall have reimbursed the Agent for all
fees, costs and expenses (including, without limitation, the fees and expenses
of Luskin, Xxxxx & Xxxxxx LLP) incurred by the Agent in connection with the
preparation, negotiation, approval, execution and delivery of this Amendment.
SECTION 4. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.
(a) On and after the date hereof, each reference in the Loan
Agreement to "this Agreement," "hereunder," "hereof," "herein" and words of like
import, and each reference in the other Loan Documents to the Loan Agreement
shall mean and be a reference to the Loan Agreement as amended hereby.
(b) Except as specifically amended above, the Loan Agreement
shall remain in full force and effect and is hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
or an amendment to any right, power or remedy of the Agent or any Lender under
any of the Loan Documents, or constitute a waiver of or an amendment to any
provision of any of the Loan Documents.
(d) This Amendment shall constitute a Loan Document.
SECTION 5. COUNTERPARTS; TELECOPIED SIGNATURES. This Amendment may be
executed in counterparts and by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together shall constitute one and the same instrument. This
Amendment may be executed and delivered by telecopier or other facsimile
transmission all with the same force and effect as if the same was a fully
executed and delivered original, manual counterpart.
SECTION 6. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the internal laws (as opposed to the conflicts of
law provisions other than section 5-1401 of the
New York General Obligations
Law) and decisions of the State of
New York.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed by its (or its general partner's or managing member's)
proper and duly authorized officer as of the date first set forth above.
U.S. BORROWERS
GRANT PRIDECO, LP
By: Grant Prideco Holding, LLC,
its general partner
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Xxxxxx X. Xxxxxx
Vice President
XL SYSTEMS, L.P.
By: Grant Prideco Holding, LLC,
its general partner
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Xxxxxx X. Xxxxxx
Vice President
TEXAS ARAI, INC.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Xxxxxx X. Xxxxxx
Vice President
TUBE-ALLOY CORPORATION
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Xxxxxx X. Xxxxxx
Vice President
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STAR OPERATING COMPANY
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Xxxxxx X. Xxxxxx
Vice President
CDN. BORROWER
GRANT PRIDECO CANADA LTD.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Xxxxxx X. Xxxxxx
Secretary
U.S. LENDERS
TRANSAMERICA BUSINESS CAPITAL
CORPORATION, as successor to
Transamerica Business Credit Corporation
By: /s/ AUTHORIZED SIGNATORY
-------------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
By: /s/ AUTHORIZED SIGNATORY
-------------------------------------
Xxxxx X. Xxxxxxxxx
Senior Vice President
THE CHASE MANHATTAN BANK
By: /s/ AUTHORIZED SIGNATORY
-------------------------------------
Xxxxxx X. Xxxx
Vice President
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FLEET CAPITAL CORPORATION
By: /s/ AUTHORIZED SIGNATORY
-------------------------------------
Xxxxxx X. Xxxxxx
Senior Vice President
CDN. LENDER
TRANSAMERICA COMMERCIAL
FINANCE CORPORATION, CANADA
By: Transamerica Business Capital
Corporation, as Attorney-in-Fact
By: /s/ AUTHORIZED SIGNATORY
-------------------------------------
Name:
Title:
AGENT
TRANSAMERICA BUSINESS CAPITAL
CORPORATION, as successor to
Transamerica Business Credit Corporation
By: /s/ AUTHORIZED SIGNATORY
-------------------------------------
Name:
Title:
CDN. AGENT
TRANSAMERICA COMMERCIAL
FINANCE CORPORATION, CANADA
By: Transamerica Business Capital
Corporation, as Attorney-in-Fact
By: /s/ AUTHORIZED SIGNATORY
-------------------------------------
Name:
Title:
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ACKNOWLEDGED AND AGREED AS OF
THE DATE FIRST SET FORTH ABOVE:
GRANT PRIDECO, INC.
By: /s/ XXXXXX X. XXXXXX
---------------------------------
Xxxxxx X. Xxxxxx
Vice President
GRANT PRIDECO USA, LLC
By: /s/ XXXX XXXXXX
---------------------------------
Name: Xxxx Xxxxxx
Title: President
XL SYSTEMS INTERNATIONAL, INC.
By: /s/ XXXXXX X. XXXXXX
--------------------------------
Xxxxxx X. Xxxxxx
Vice President
TA INDUSTRIES, INC.
By: /s/ XXXXXX X. XXXXXX
---------------------------------
Xxxxxx X. Xxxxxx
Vice President
GRANT PRIDECO HOLDING, LLC
By: /s/ XXXXXX X. XXXXXX
---------------------------------
Xxxxxx X. Xxxxxx
Vice President
GP EXPATRIATE SERVICES, INC.
By: /s/ XXXXXX X. XXXXXX
---------------------------------
Xxxxxx X. Xxxxxx
Vice President
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TUBE-ALLOY CAPITAL CORPORATION
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------
Xxxxxx X. Xxxxxx
Vice President
INTELLIPIPE, INC.
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------
Xxxxxx X. Xxxxxx
Vice President
GRANT PRIDECO PC COMPOSITES HOLDINGS, LLC
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------
Xxxxxx X. Xxxxxx
Vice President
PLEXUS DEEPWATER TECHNOLOGIES, LTD.
By: Grant Prideco Holding, LLC,
its general partner
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------
Xxxxxx X. Xxxxxx
Vice President
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EXHIBIT A
[Form of U.S. Note]
ANNEX I
SCHEDULE 2
COMMITMENTS OF LENDERS
Cdn. Loan and Cdn.
U.S. Loan and U.S. Letter Letter of Credit
Lenders of Credit Commitment Commitment
--------------------------------------------------------- ---------------------------------- -------------------------------
Transamerica Business Credit Corporation US$40,000,000 -0-
Address:
000 Xxxxxxxx Xxxxx Xxxxxx
Xxxxx X-000
Xxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attn.: Xx. Xxxxxx X. Xxxxxxx
Bank of America, N.A. US$35,000,000 -0-
Address:
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attn.: Xx. Xxxxx Xxxxxxxxx
The Xxxxx Manhattan Bank US$25,000,000 -0-
Address:
000 Xxxxx Xxxxxx, Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Telecopier: (000) 000-0000
Attn.: Xx. Xxxxxx X. Xxxx
Fleet Capital Corporation US$25,000,000 -0-
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Telecopier: (000) 000-0000
Attn.: Loan Administration Manager
Transamerica Commercial Finance Corporation, Canada -0- US$7,000,000(1)
Address:201 City Centre Drive, (or Equivalent Amount)
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxx
XXXXXX X0X 0X0
Telecopier: (000) 000-0000
Attn.: Xx. Xxxxx X. Xxxxxx
--------
(1) The Cdn. Commitments are a sublimit of the U.S. Commitments.
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ANNEX II
SCHEDULE 3
Guarantors
1. Grant Prideco, Inc., a Delaware corporation.
2. Grant Prideco Holding, LLC, a Delaware limited liability company.
3. XL Systems International, Inc., a Delaware corporation.
4. TA Industries, Inc., a Delaware corporation.
5. Tube-Alloy Capital Corporation, a Texas corporation.
6. GP Expatriate Services, Inc., a Delaware corporation.
7. Grant Prideco USA, LLC, a Delaware limited liability company.
8. Intellipipe, Inc., a Delaware corporation.
9. Grant Prideco PC Composites Holdings, LLC, a Delaware limited liability
company.
10. Plexus Deepwater Technologies, Ltd., a Texas limited partnership.
