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PLEDGE AGREEMENT
PLEDGE AGREEMENT dated as of April 14, 2000 (this "Agreement") made by
Grant Prideco, Inc. ("GPI") and each of its direct and indirect subsidiaries
specified as a "pledgor" in Schedules 1 and 2 (each a "Pledgor," and
collectively, the "Pledgors"), in favor of Transamerica Business Credit
Corporation, as agent for the Lenders referred to below (the "Pledgee").
W I T N E S S E T H :
WHEREAS, the subsidiaries of GPI specified in Schedule 3 (the "Borrowers"),
the lenders party thereto (the "Lenders") and the Pledgee are parties to the
Loan and Security Agreement dated as of even date herewith (as amended,
supplemented or otherwise modified from time to time, the "Loan Agreement";
capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Loan Agreement) pursuant to which the
Lenders have agreed to make Loans to, and to provide for the issuance of Letters
of Credit for the account of, the Borrowers, subject to the terms and conditions
set forth in the Loan Agreement;
WHEREAS, the Pledgors are, collectively, the legal and beneficial owners of
all of the Pledged Interests (as defined below) and of all of the Pledged Debt
(as defined below);
WHEREAS, it is a condition precedent to the effectiveness of the Loan
Agreement that the Pledgors shall have executed and delivered this Agreement and
made the pledge in favor of the Pledgee contemplated hereby.
NOW, THEREFORE, in consideration of the promises contained herein and to
induce the Pledgee and the Lenders to enter into the Loan Agreement and to make
Loans to, and to provide for the issuance of Letters of Credit for the account
of, the Borrowers thereunder, the Pledgors hereby agree as follows:
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SECTION 1. PLEDGE; PLEDGE DOCUMENTATION.
(a) The Pledgors hereby pledge and grant to the Pledgee for the benefit
of the Lenders a lien on and security interest in the following, whether now
owned or at any time hereafter acquired by any of the Pledgors (collectively,
the "Collateral"):
(i) all of the issued and outstanding shares of capital stock,
partnership interests and limited liability company interests set forth
on Schedule 1 (the "Pledged Interests") of the Subsidiaries of the
Pledgors set forth on Schedule 1 (the "Issuers") and the certificates
representing the Pledged Interests, and all dividends, distributions,
cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for
any or all of the Pledged Interests, and all or, in the case of Issuers
that are Foreign Subsidiaries, 65% (less any additional interest
consisting of one share of any such Subsidiary held to meet the
Requirements of Law of the jurisdiction of organization of such
Subsidiary) of all additional shares of capital stock, partnership
interests and limited liability company interests of or in the Issuers
from time to time acquired in any manner by any of the Pledgors, and
the certificates, if any, representing such additional shares of
capital stock, partnership interests and limited liability company
interests, and all dividends, distributions, cash, instruments and
other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such
additional shares of capital stock, partnership interests and limited
liability company interests (all of the foregoing being the "Interest
Collateral");
(ii) all loans, liabilities and indebtedness, whether now or
hereafter incurred, owed to a Pledgor (collectively, the "Pledged
Debt") and evidenced by each of the promissory notes payable to a
Pledgor set forth on Schedule 2 (as amended, supplemented or otherwise
modified from time to time, copies of which are annexed hereto
collectively as Annex I (collectively, the "Pledged Notes")), all other
instruments evidencing the Pledged Debt, and all interest, cash,
instruments, rights, and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for
any or all of the Pledged Debt;
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(iii) all additional indebtedness, loans and liabilities from time
to time owed to the Pledgors, whether now or hereafter incurred, and
the instruments evidencing such indebtedness, loans and liabilities,
and all interest, cash, instruments, rights and other property from
time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of such indebtedness, loans and
liabilities; and
(iv) all proceeds of any of the foregoing (including, without
limitation, proceeds constituting any property of the types described
above).
(b) Each Pledgor has delivered to the Pledgee each of the Pledged Notes
and (except for the certificates to be delivered under Section 7.1(s)(ii) of the
Loan Agreement) the certificates evidencing the Pledged Interests pledged by it
hereunder, accompanied by an undated note power or a stock or other transfer
power, respectively (executed in blank), with respect thereto.
SECTION 2. SECURITY FOR OBLIGATIONS. The pledge and assignment of the
Collateral hereunder secures the prompt and complete payment and performance
when due (whether at the stated maturity, by acceleration or otherwise) of all
of the Obligations.
SECTION 3. REPRESENTATIONS AND WARRANTIES. Each Pledgor represents and
warrants as follows:
(a) It is a corporation, limited partnership or limited liability
company duly organized or formed, as the case may be, validly existing and in
good standing under the laws of the state of its incorporation or formation, as
the case may be, is duly qualified to do business and is in good standing as a
foreign corporation, limited partnership or limited liability company, as the
case may be, in all other states where such qualification is required, except to
the extent that the failure to so qualify or be in good standing could not
reasonably be expected to have a Material Adverse Effect, and has all necessary
corporate, partnership or limited liability company power and authority, as the
case may be, to enter into this Agreement.
(b) It or its general partner or managing member, as the case may be,
has taken all requisite corporate or other action through its board of directors
or otherwise to authorize the execution and delivery of, and the performance of
its obligations under, this Agreement, and this Agreement constitutes the legal,
valid and binding obligation of such Pledgor enforceable against it in
accordance with its terms, except as enforceability may be limited by (i)
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
(ii) equitable principles.
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(c) It is the legal and beneficial owner of record of the Pledged
Interests set forth opposite its name on Schedule 1 and the legal and beneficial
owner of record of each Pledged Note set forth opposite its name on Schedule 2,
free and clear of any Lien, except for the Lien created by this Agreement. On
the date hereof, no effective financing statement or other instrument similar in
effect covering all or any part of the Collateral (other than in favor of the
Pledgee) is on file in any filing or recording office.
(d) The pledge of the Collateral under this Agreement, together with
(i) the delivery to the Pledgee of the Pledged Notes and the related note powers
and the certificates evidencing the Pledged Interests and the related stock and
other transfer powers and (ii) the filing of Uniform Commercial Code financing
statements or financing statements under the PPSA, as the case may be, in the
appropriate filing offices covering all of the Pledged Interests, create (or, in
the case of clause (ii), upon the making of each such filing will create) a
valid and perfected first priority Lien on the Collateral, securing the payment
and performance of the Obligations, and all filing and other actions necessary
or desirable to perfect and protect such Lien have been duly made or taken.
(e) No authorization, approval or other action by, and no notice to or
filing with (other than, in each case, any authorization, approval, action,
notice or filing that has been obtained, taken, given or made including, without
limitation, the consent of the board of directors of Grant Prideco Canada Ltd.
to a transfer of its share capital under or in connection with this Agreement),
any Person is required for (i) the pledge by the Pledgors of the Collateral
pursuant to this Agreement, the grant by the Pledgors of the Lien granted hereby
or the execution, delivery or performance of this Agreement by the Pledgors,
(ii) the perfection of the Lien granted under this Agreement, except for
appropriate filings of Uniform Commercial Code financing statements, or (iii)
the exercise by the Pledgee of the rights or remedies provided for in this
Agreement.
(f) The execution, delivery and performance by each Pledgor of this
Agreement, the granting of the Lien hereunder and the exercise by the Pledgee of
any or all of the remedies hereunder do not and will not breach or violate (i)
any of the Governing Documents of such Pledgor, (ii) any Requirement of Law or
(iii) any Material Contract and will not result in the imposition of any Liens
on any of its assets except in favor of the Pledgee.
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(g) The Pledged Interests, other than Pledged Interests consisting of
Capital Stock issued by Foreign Subsidiaries, constitute all of the issued and
outstanding shares of capital stock, partnership interests and limited liability
company interests of the Issuers.
(h) The Pledged Debt constitutes all of the outstanding indebtedness of
any Person owing to GPI or any of its Subsidiaries (other than a Foreign
Subsidiary) that is evidenced by a promissory note or other instrument and the
Pledged Notes include all of the promissory notes or other instruments
evidencing such indebtedness.
(i) All of the Pledged Interests are duly authorized, fully paid and
nonassessable (or the equivalent under the law of any jurisdiction other than
the United States or any state thereof). All of the Pledged Interests are
evidenced by certificates.
SECTION 4. FURTHER ASSURANCES; COVENANTS.
(a) Each Pledgor covenants and agrees that at any time and from time to
time, at the expense of the Pledgors, such Pledgor will promptly execute and
deliver all further instruments and documents including, without limitation,
financing or continuation statements, or similar instruments or documents, and
amendments thereto, and take all further action, that may be necessary or
desirable to establish and maintain the Lien granted or purported to be granted
hereby and the priority and perfection thereof or to enable the Pledgee to
exercise and enforce its rights and remedies hereunder with respect to any
Collateral.
(b) Each Pledgor hereby authorizes the Pledgee to file one or more
financing or continuation statements, and amendments thereto, relating to all or
any part of the Collateral, without the signature of such Pledgor. The Pledgee
may file a carbon, photographic or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof (or any
financing statement related hereto) as a financing statement.
(c) Each Pledgor covenants and agrees that it will not (i) except as
expressly permitted under Sections 7.1(a), 7.2(c) and 7.2(e) of the Loan
Agreement, sell, assign (by operation of law or otherwise) or otherwise dispose
of, or grant any option with respect to, any of the Collateral, (ii) create or
suffer to exist any Lien upon or with respect to any of the Collateral, except
for the Lien under this Agreement and other Permitted Liens, (iii) vote to
enable, or take any other action to permit, the Issuers to issue any other
shares of stock, partnership interests or limited liability company interests of
any nature or to issue any other securities convertible into or
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granting the right to purchase or exchange for any shares of stock, partnership
interests or limited liability company interests of any nature of the Issuers,
except for such shares of stock, partnership interests or limited liability
company interests all (or the appropriate percentage) of which shares or
interests have been pledged to the Agent under a Supplement hereto in the form
of Annex II, (iv) enter into any agreement or undertaking (other than in favor
of the Pledgee) restricting the right or ability of the Pledgee to sell, assign
or transfer any of the Collateral, (v) except as expressly permitted under
Section 7.2(g) of the Loan Agreement, to the extent applicable, cancel (other
than due to any payment in whole or in part), or forgive any of the Pledged Debt
except upon the payment in full to the holder of any Pledged Note or (vi) amend
or waive any terms or provisions of any Pledged Note in any manner that is
adverse in any way to the Agent. Each Pledgor covenants and agrees that, if any
of the Pledged Interests pledged by it becomes evidenced by one or more stock,
partnership or membership certificates, as the case may be, such Pledgor shall
promptly deliver to the Pledgee each such certificate issued to such Pledgor,
accompanied by an undated stock or other transfer power with respect thereto,
executed in blank by such Pledgor.
SECTION 5. VOTING; DISTRIBUTIONS.
(a) So long as no Default or Event of Default shall have occurred and
be continuing, each Pledgor shall be entitled to exercise any and all voting and
other consensual rights pertaining to the Collateral or any part thereof for any
purpose not inconsistent with the terms of this Agreement and in a manner which
does not impair the value or transferability of any of the Collateral.
(b) Except as provided in Section 5(c), each Pledgor shall be entitled
to receive and retain cash distributions (and to disburse any of the foregoing
subject to such restrictions as are set forth in the Loan Agreement) paid in
respect of the Interest Collateral and any and all interest on and principal of
the Pledged Debt; provided, however, that any and all instruments and other
property received or receivable by a Pledgor or otherwise distributed to a
Pledgor in exchange for any Interest Collateral shall, if received by such
Pledgor, be received in trust for the benefit of the Pledgee and be forthwith
delivered to the Pledgee as Interest Collateral in the same form as so received
(with any necessary endorsement).
(c) Upon the occurrence and during the continuance of an Event of
Default:
(i) All rights of each Pledgor to receive the principal, interest
and other cash distributions that it would otherwise be authorized to
receive and
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retain under Section 5(b) shall cease, and all such rights shall
thereupon become vested in the Pledgee who shall thereupon have the
sole right to receive and hold as Collateral such principal, interest
and other distributions.
(ii) Any and all principal, interest and other distributions
payable to any Pledgor in respect of the Collateral shall be received
by such Pledgor in trust for the benefit of the Pledgee, shall be
segregated from other funds of such Pledgor and shall, upon the written
request of the Pledgee, be forthwith paid over to the Pledgee as
Collateral in the same form as so received (with any necessary
endorsement).
SECTION 6. PLACE OF PERFECTION; RECORDS. Each Pledgor shall (a) maintain
books and records pertaining to the Collateral pledged by it hereunder in such
form and scope as is consistent with good business practice, (b) maintain such
books and records at the address specified for such Pledgor in Section 16 or
such other address (so long as thirty days' prior written notice thereof has
been delivered to the Pledgee) and (c) provide the Pledgee and its agents access
to the premises of such Pledgor at any time and from time to time, during normal
business hours and upon reasonable notice under the circumstances, and at any
time after the occurrence and during the continuance of a Default or Event of
Default, for the purposes of (i) inspecting and verifying the documents and
instruments evidencing or pertaining to the Collateral and (ii) inspecting and
copying (at the Pledgors' expense) any and all records pertaining thereto.
SECTION 7. PLEDGEE APPOINTED ATTORNEY-IN-FACT; IRREVOCABLE AUTHORIZATION
AND INSTRUCTION TO ISSUERS. Each Pledgor hereby appoints the Pledgee on behalf
of the Lenders such Pledgor's attorney-in-fact, with full authority in the place
and stead of such Pledgor and in the name of such Pledgor or otherwise, from
time to time in the Pledgee's discretion, (a) to take any action and to execute
any instrument in each case permitted to be taken or executed by the Pledgee
under Section 4(b), and (b) upon the occurrence and during the continuance of an
Event of Default, (i) to exercise the voting and other consensual rights which
such Pledgor would be entitled to exercise under Section 5(a) (whereupon all
rights of such Pledgor to exercise such rights shall cease) and (ii) to receive,
endorse and collect all instruments made payable to such Pledgor representing
any distribution in respect of the Collateral or any part thereof and to give
full discharge for the same. Each Pledgor hereby authorizes and instructs the
Issuers to comply with any instruction received by them from the Pledgee in
writing that (a) states that an Event of Default has occurred and is continuing
and (b) is otherwise in accordance with the terms of this Agreement, without any
other or further instructions from
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such Pledgor, and each Pledgor agrees that the Issuers shall be fully protected
in so complying. The Pledgors hereby ratify all that such attorney shall
lawfully do or cause to be done by virtue hereof. This power of attorney is
coupled with an interest and is irrevocable.
SECTION 8. PLEDGEE MAY PERFORM. If any Pledgor fails to perform any
agreement contained herein, the Pledgee may perform, or cause performance of,
such agreement, and the reasonable expenses of the Pledgee incurred in
connection therewith shall be jointly and severally payable by the Pledgors
provided that, if such Pledgor's failure to perform any such agreement could not
reasonably be expected to affect the Pledgee's rights hereunder in any material
respect, the Pledgee shall give such Pledgor five Business Days' notice and an
opportunity to cure before making or causing such performance.
SECTION 9. REASONABLE CARE; RETURN OF COLLATERAL.
(a) Prior to the exercise of its remedies hereunder, the Pledgee shall
be deemed to have exercised reasonable care in the custody and preservation of
the Collateral in its possession if the Collateral is accorded treatment
substantially equal to that which the Pledgee accords its own property, it being
understood that the Pledgee shall not have the responsibility under this
Agreement for taking any necessary steps to preserve rights against any parties
with respect to any Collateral except as set forth in subsection (b) below.
(b) Upon the termination of the Commitments, the payment and
satisfaction of all Obligations in full and the termination, Collateralization
or expiration of all Letters of Credit, the Pledgors shall be entitled to the
return of all of the Collateral (including all Pledged Notes and note powers
therefor and all certificates representing Pledged Interests and stock or other
transfer powers therefor) and all other cash held by the Pledgee as additional
collateral hereunder which have not been used or applied toward the payment of
the Obligations.
SECTION 10. REMEDIES UPON DEFAULT. If any Event of Default shall have
occurred and be continuing, the Pledgee may exercise in respect of the
Collateral, in addition to all other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party under
the Uniform Commercial Code (the "Code"), the PPSA and other applicable law, and
the Pledgee may also, without notice except as specified below, sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any exchange, broker's board or at any of the Pledgee's offices or elsewhere,
for cash, on credit or for future delivery, and upon such other terms as the
Pledgee may deem commercially reasonable. The Pledgors agree that, to the extent
notice of sale shall be
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required by law, at least five Business Days' notice to the Pledgors of the time
and place of any public or private sale shall constitute reasonable
notification. The Pledgee shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. The Pledgee may adjourn any
public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned. If an Event of Default shall have
occurred and be continuing, the Pledgee may, under the power of attorney granted
herein, transfer the Collateral on the books of the Pledgors and the Issuers, as
the case may be, in whole or in part, to the name of the Pledgee or such other
Person or Persons as the Pledgee may designate.
SECTION 11. RESTRICTED STOCK. The Pledgee may be unable to effect a public
sale of all or a part of the Collateral by reason of certain prohibitions
contained in the Securities Act of 1933, as amended from time to time (the
"Securities Act"), or in applicable Blue Sky or other state or foreign
securities laws applicable to the Collateral, as now or hereafter in effect, but
may be compelled to resort to one or more private sales to a restricted group of
purchasers who will be obliged to agree, among other things, to acquire such
Collateral for their own account, for investment and not with a view to the
distribution or resale thereof. Each Pledgor agrees that private sales may be
made upon five days' notice to the applicable Pledgor and may be at prices and
other terms less favorable to the seller than if the Collateral were sold at
public sales.
SECTION 12. APPLICATION OF PROCEEDS. All money held by the Pledgee as
Collateral and all cash proceeds received by the Pledgee in respect of any sale
of, collection from, or other realization upon, all or any part of the
Collateral, shall be (a) held by the Pledgee as Collateral hereunder if no Event
of Default has occurred and is continuing or would result therefrom or (b)
applied to the Obligations in accordance with Section 9.5 of the Loan Agreement
if an Event of Default has occurred and is continuing or would result therefrom.
Nothing contained in this Section is intended to prohibit, limit or restrict any
transaction or Investment permitted under the Loan Agreement.
SECTION 13. INDEMNITY AND EXPENSES. The Pledgors jointly and severally
agree to indemnify and hereby indemnify the Pledgee and its successors and
assigns and their respective directors, officers, agents, employees, advisors,
shareholders, attorneys and Affiliates (each, an "Indemnified Party") from and
against any and all Claims (except, in the case of each Indemnified Party, to
the extent that any Claim is determined in a final and non-appealable judgment
by a court of competent jurisdiction to have directly resulted from such
Indemnified Party's gross negligence or willful misconduct) arising out of or by
reason of (i) any litigation, investigation, claim or
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proceeding related to (A) this Agreement or the transactions contemplated hereby
or (B) the Pledgee's entering into this Agreement or any other agreements and
documents relating hereto (other than consequential damages and loss of
anticipated profits or earnings), including, without limitation, amounts paid in
settlement, court costs and the fees and disbursements of counsel incurred in
connection with any such litigation, investigation, claim or proceeding and (ii)
any pending, threatened or actual action, claim, proceeding or suit by any
shareholder or director of a Pledgor or any actual or purported violation of a
Pledgor's Governing Documents or any other agreement or instrument to which a
Pledgor is a party or by which any of its properties is bound. In addition, the
Pledgors shall, upon demand, pay to the Pledgee all costs and expenses incurred
by the Pledgee (including the fees and disbursements of counsel and other
professionals) in connection with (a) enforcing or defending its rights under or
in respect of this Agreement or any other document or instrument now or
hereafter executed and delivered in connection herewith, (b) collecting the
Obligations or otherwise administering this Agreement and (c) foreclosing or
otherwise realizing upon the Collateral or any part thereof. If and to the
extent that the obligations of the Pledgors hereunder are unenforceable for any
reason, the Pledgors hereby agree to make the maximum contribution to the
payment and satisfaction of such obligations that is permissible under
applicable law. The Pledgors' obligations under this Section 13 shall survive
any termination of this Agreement, the termination, expiration or
Collateralization of all Letters of Credit and the payment in full of the
Obligations, and are in addition to, and not in substitution of, any of the
other Obligations.
SECTION 14. SECURITY INTEREST ABSOLUTE. All rights of the Pledgee and the
Lien granted to it hereunder, and all obligations of the Pledgors hereunder,
shall be absolute and unconditional irrespective of:
(a) any lack of enforceability of the Loan Agreement or any of the
other Loan Documents or any other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to departure from the Loan Agreement or any of the other Loan
Documents;
(c) any taking and holding of collateral or guarantees for all or any
of the Obligations, or any amendment, alteration, exchange, substitution,
transfer, enforcement, waiver, subordination, termination or release of any
collateral or such guarantees, or any non-perfection of any collateral, or any
consent to departure from any such guaranty;
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(d) any manner of application of collateral, or proceeds thereof, to
all or any of the Obligations, or the manner of sale of any collateral;
(e) any consent by the Pledgee or the Lenders to the restructuring of
the Obligations, or any other restructuring or refinancing of the Obligations or
any portion thereof;
(f) any modification, compromise, settlement or release by the Pledgee
or the Lenders, by operation of law or otherwise, collection or other
liquidation of the Obligations or the liability of any guarantor, or of any
collateral, in whole or in part, and any refusal by the Pledgee or the Lenders
to accept any payment, in whole or in part, from any obligor or guarantor in
connection with any of the Obligations, whether or not with notice to, further
assent by, or any reservation of rights against, the Pledgors except a
settlement or release, duly executed by the Pledgee, which specifically
terminates the security interest hereunder; or
(g) any other circumstance (including, without limitation, any statute
of limitations) which might otherwise constitute a defense available to, or a
discharge of, any third party pledgor or guarantor.
SECTION 15. SURVIVAL OF PROVISIONS. All representations, warranties and
covenants made by each Pledgor in this Agreement shall survive the execution and
delivery hereof and the closing of the transactions contemplated hereby.
SECTION 16. NOTICES. All notices and other communications hereunder shall
be in writing and sent by certified or registered mail, return receipt
requested, by overnight delivery service, with all charges prepaid, or by
telecopier followed by a hard copy sent by regular mail, if to the Pledgee, then
to Transamerica Business Credit Corporation, 000 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx
X_000, Xxx, Xxx Xxxx 00000, Telecopy: (914) 921_0110, Attn.: Xx. Xxxxxx X.
Xxxxxxx, Executive Vice President, with a copy to Transamerica Business Credit
Corporation, 0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000,
Telecopy: (000) 000-0000, Attn.: General Counsel, and if to a Pledgor, then to
such Pledgor at Grant Prideco, Inc., 0000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxx
Xxxxxxxxx, Xxxxx 00000, Telecopy: (000) 000-0000, Attn.: Xx. Xxxxxxx X. Xxxxxx
and Xxxxxx X. Xxxxxx, Esq., with a copy to Fulbright & Xxxxxxxx, L.L.P., 0000
XxXxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000, Telecopy: (000) 000-0000, Attn:
Xxxxxx X. Xxxxxx, Esq., or in each case, to such other address as the Pledgors
or the Pledgee may specify to the other party in the manner required hereunder.
All such notices and correspondence shall be deemed given (i) if sent by
certified or registered mail, three Business
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Days after being postmarked, (ii) if sent by overnight delivery service, when
received at the above stated addresses or when delivery is refused and (iii) if
sent by telecopier transmission, when such transmission is confirmed.
SECTION 17. AMENDMENTS, WAIVERS AND CONSENTS. No amendment or waiver of
any provision of this Agreement, or consent to any departure by any Pledgor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Pledgee, and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
SECTION 18. DELAYS; PARTIAL EXERCISE OF REMEDIES. No delay or omission of
the Pledgee to exercise any right or remedy hereunder shall impair any such
right or operate as a waiver thereof. No single or partial exercise by the
Pledgee of any right or remedy shall preclude any other or further exercise
thereof, or preclude any other right or remedy.
SECTION 19. COUNTERPARTS; TELECOPIED SIGNATURES. This Agreement and any
waiver or amendment hereto may be executed in counterparts and by the Pledgors
in separate counterparts, each of which when so executed and delivered shall be
an original, but all of which shall together constitute one and the same
instrument. This Agreement 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 20. SEVERABILITY. In case any provision in or obligation under
this Agreement shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.
SECTION 21. INTERPRETATION. All terms not defined herein or in the Loan
Agreement shall have the meaning set forth in the Code or the PPSA, as the case
may be, except where the context otherwise requires. To the extent a term or
provision of this Agreement conflicts with the Loan Agreement and is not
addressed herein with more specificity, the Loan Agreement shall control with
respect to the subject matter of such term or provision.
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SECTION 22. CONTINUING SECURITY INTEREST; ASSIGNMENTS OF SECURED DEBT.
This Agreement shall create a continuing security interest in and Lien on the
Collateral and shall (a) remain in full force and effect until released in
accordance herewith, (b) be binding upon each Pledgor and its successors and
assigns, and (c) inure, together with the rights and remedies of the Pledgee
hereunder, to the benefit of the Pledgee and its successors and assigns. Without
limiting the generality of the foregoing clause (c), the Pledgee may, in
accordance with the terms of the Loan Agreement, assign or otherwise transfer
all or any portion of its rights and obligations under the Loan Agreement to any
other Person, and such other Person shall thereupon become vested with all the
benefits in respect hereof granted to the Pledgee herein or otherwise, in each
case as provided in the Loan Agreement.
SECTION 23. REINSTATEMENT. To the extent permitted by law, this Agreement
shall continue to be effective or be reinstated if at any time any amount
received by the Pledgee in respect of the Obligations is rescinded or must
otherwise be restored or returned by the Pledgee upon the occurrence or during
the pendency of any bankruptcy, reorganization or other similar proceeding
applicable to a Pledgor, or upon or during the occurrence of any dissolution,
liquidation or winding up of a Pledgor, all as though such payments had not been
made.
SECTION 24. PLEDGE OF ADDITIONAL CAPITAL STOCK. Under (and subject to all
the terms and restrictions set forth in) Section 7.2(l) of the Loan Agreement,
all the Capital Stock of each Subsidiary of GPI (or, subject to Section 7.1(s)
of the Loan Agreement, 65% (excluding Qualified Stock issued to directors of
such Subsidiary and immaterial interests consisting of one share of Capital
Stock of a Foreign Subsidiary to comply with Requirements of Law applicable to
such Subsidiary) of the Capital Stock of each Foreign Subsidiary) owned by a
Loan Party (other than a Cdn. Subsidiary) shall, unless the owner of the Capital
Stock of such Subsidiary is a Foreign Subsidiary, be pledged hereunder within
ten Business Days of the acquisition or formation of such Subsidiary other than
the Capital Stock of any Subsidiary with a net worth of less than US$250,000,
provided that the Capital Stock of any Subsidiary owned by a Cdn. Subsidiary
shall be pledged to the Cdn. Agent under a pledge agreement in form and
substance satisfactory to the Cdn. Agent to secure the Obligations of the Cdn.
Borrower. An owner of such Capital Stock that is not theretofore a Pledgor
shall, at such time, execute and deliver to the Pledgee a Supplement in the form
of Annex II hereto, whereupon such Capital Stock shall become subject to the
Lien hereunder and such owner shall become a Pledgor hereunder with the same
force and effect as if originally named as a Pledgor herein. Each such new
Subsidiary shall thereupon be deemed an Issuer hereunder and shall execute and
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deliver to the Pledgee an acknowledgment and consent in the form attached
hereto. The execution and delivery of any such instruments shall not require the
consent of the Borrowers or any then existing Pledgor hereunder. The rights and
obligations of each then existing Pledgor shall remain in full force and effect
notwithstanding the addition of any new Pledgor as a party to this Agreement.
SECTION 25. ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement
constitutes the entire agreement among the parties, supersedes any prior written
and verbal agreements among them, and shall bind and benefit the parties and
their respective successors and permitted assigns.
SECTION 26. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF
THIS AGREEMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
GOVERNED BY 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.
SECTION 27. SUBMISSION TO JURISDICTION. ALL DISPUTES BETWEEN ANY PLEDGOR
AND THE PLEDGEE, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL
BE RESOLVED ONLY BY STATE AND FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, AND
THE COURTS TO WHICH AN APPEAL THEREFROM MAY BE TAKEN; PROVIDED, HOWEVER, THAT
THE PLEDGEE ON BEHALF OF THE LENDERS SHALL HAVE THE RIGHT, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST ANY PLEDGOR OR ANY COLLATERAL IN
ANY LOCATION REASONABLY SELECTED BY THE PLEDGEE TO ENABLE THE PLEDGEE TO REALIZE
ON SUCH COLLATERAL, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
THE PLEDGEE. EACH PLEDGOR AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE
COUNTERCLAIMS, SETOFFS OR CROSS-CLAIMS IN ANY PROCEEDING BROUGHT BY THE PLEDGEE.
EACH PLEDGOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
IN WHICH THE PLEDGEE HAS COMMENCED A PROCEEDING, INCLUDING, WITHOUT LIMITATION,
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON FORUM NON CONVENIENS.
SECTION 28. SERVICE OF PROCESS. EACH PLEDGOR HEREBY IRREVOCABLY DESIGNATES
CSC UNITED STATES CORPORATION, 00 XXXXX XXXXXX, 0XX XXXXX, XXXXXX, XXX XXXX
00000, AS THE DESIGNEE AND AGENT OF SUCH PLEDGOR TO RECEIVE, FOR AND ON BEHALF
OF SUCH PLEDGOR, SERVICE OF PROCESS IN ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED
ON SUCH AGENT AT ITS ADDRESS WILL BE PROMPTLY FORWARDED BY MAIL TO THE PLEDGORS,
BUT THE FAILURE OF THE PLEDGORS TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY
THE SERVICE OF SUCH PROCESS. NOTHING HEREIN SHALL AFFECT THE RIGHT
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OF THE PLEDGEE TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
SECTION 29. JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE
FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO (I) THIS
AGREEMENT OR (II) ANY CONDUCT, ACTS OR OMISSIONS OF A PLEDGOR, THE PLEDGEE OR
ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR
OTHER AFFILIATES, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE.
SECTION 30. LIMITATION OF LIABILITY. THE PLEDGEE SHALL HAVE NO LIABILITY
TO ANY PLEDGOR (WHETHER SOUNDING IN TORT, CONTRACT, OR OTHERWISE) FOR LOSSES
SUFFERED BY SUCH PLEDGOR IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY
RELATED TO THE TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED BY THIS AGREEMENT, OR
ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, UNLESS IT IS
DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OR COURT ORDER BINDING ON THE
PLEDGEE THAT THE LOSSES WERE THE RESULT OF ACTS OR OMISSIONS CONSTITUTING GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PLEDGEE. THE PLEDGORS HEREBY WAIVE ALL
FUTURE CLAIMS AGAINST THE PLEDGEE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR
PUNITIVE DAMAGES UNLESS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE PLEDGEE.
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IN WITNESS WHEREOF, each Pledgor has caused this Agreement to be executed
by its (or its managing member's) proper and duly authorized officer 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/ XXXXX X. XXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
XLS HOLDING, INC.
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
TA INDUSTRIES, 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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TUBE-ALLOY CAPITAL CORPORATION
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
GRANT PRIDECO HOLDING, LLC
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned hereby acknowledges receipt of a copy of the Pledge
Agreement, dated as of April 14, 2000 (as amended, supplemented or otherwise
modified from time to time, the "Pledge Agreement"), made by Grant Prideco, Inc.
and its Subsidiaries listed as "pledgors" on Schedules 1 and 2 thereto in favor
of Transamerica Business Credit Corporation, as agent. Each of the undersigned
shall be bound by and comply with the terms of the Pledge Agreement insofar as
such terms are applicable to such undersigned.
CHANNELVIEW REAL PROPERTY, INC.
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
XL SYSTEMS INTERNATIONAL, INC.
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
XL SYSTEMS, INC.
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
TEXAS ARAI, INC.
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
19
TUBE-ALLOY CORPORATION INTERNATIONAL
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
PETROLEUM EQUIPMENT SUPPLY COMPANY
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
DRILL TUBE INTERNATIONAL, INC.
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
GRANT AUSTRIA, INC.
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
PETRO-DRIVE, INC.
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
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GRANT PRIDECO HOLDING, LLC
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
GRANT PRIDECO USA, LLC
By:/s/ XXXXX X. XXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
GRANT PRIDECO TECHNOLOGY, INC.
By:/s/ XXXXX X. XXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
CITRA GRANT PRIDECO LIMITED
By:/s/ XXXX X. XXXXX
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
GRANT PRIDECO, S.A. DE C.V.
By:/s/ XXXXXX X. XXXX
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: Attorney-in-Fact
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PRIDECOMEX HOLDING, S.A. DE C.V.
By:/s/ XXXXXX X. XXXX
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: Attorney-in-Fact
GRANT PRIDECO (SINGAPORE) PTE. LTD.
By:/s/ XXXX X. XXXXX
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
XL SYSTEMS ANTILLES N.V.
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-Fact
GRANT PRIDECO CANADA LTD.
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Secretary
GRANT PRIDECO, LP
By: Grant Prideco Holding, LLC,
its general partner
By:/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President
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ENERPRO DE MEXICO, S.A. DE C.V.
By:/s/ XXXXXX X. XXXX
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: Attorney-in-Fact
GRANT PRIDECO LIMITED
By:/s/ XXXXXX X. XXXX
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: Director
GRANT PRIDECO DE VENEZUELA, S.A.
By:/s/ XXXX X. XXXXX
--------------------------------------
Name: Xxxx X. Xxxxx
Title: President
XXXXXXXXXXX MAURITIUS LIMITED
By:/s/ XXXX X. XXXXX
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
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