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Exhibit 4.6
EXHIBIT E
AMENDED AND RESTATED PLEDGE AGREEMENT
AMENDED AND RESTATED PLEDGE AGREEMENT dated as of July 10,
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 :
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WHEREAS, the subsidiaries of GPI specified in Schedule 3 (the
"Borrowers"), the lenders party thereto (the "Lenders"), the Pledgee and
Transamerica Commercial Finance Corporation, Canada, as agent for the Cdn.
Lenders, are parties to the Amended and Restated 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, the Cdn. Agent 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 reaffirm, ratify, 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
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of the Pledged Debt;
(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 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 reaffirmation,
ratification, pledge and assignment of the Collateral hereunder secure 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.
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(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.
(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.
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(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.
(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.
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(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 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.
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(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 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.
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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 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.
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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 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.
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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.
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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 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.
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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;
(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.
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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, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇-▇▇▇, ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇, Attn.: ▇▇. ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Executive Vice President, with a copy to Transamerica Business Credit
Corporation, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇, Attn.: General Counsel, and if to a Pledgor, then to
such Pledgor at Grant Prideco, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇, Attn.: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., with a copy to Fulbright & ▇▇▇▇▇▇▇▇, L.L.P., ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇, Attn:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 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 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.
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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.
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.
-14-
15
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
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.
-15-
16
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, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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 OF THE PLEDGEE TO SERVE LEGAL PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.
-16-
17
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.
SECTION 31. AMENDMENT AND RESTATEMENT. This Agreement amends
and restates, and supersedes in its entirety, the Pledge Agreement dated as of
April 14, 2000 among GPI and each of its direct and indirect subsidiaries
specified as a "pledgor" in Schedules 1 and 2 thereto, in favor of Transamerica
Business Credit Corporation, as agent.
-17-
18
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
GRANT PRIDECO USA, LLC
By: /s/ Authorized Signatory
-------------------------------------------
Name:
Title:
XLS HOLDING, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
TA INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
TUBE-ALLOY CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
-18-
19
TUBE-ALLOY CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
GRANT PRIDECO HOLDING, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
-19-
20
Schedule 1
Description of Pledged Interests
No. of Percentage of
Class of Stock Certificate Pledged Class of
Issuer Pledgor or Interests No(s). Shares Interests
------ ------- -------------- ----------- ------- -------------
Channelview Real Property, Inc. Grant Prideco, Inc. Common 3 1,000 100%
XL Systems International, Inc. Grant Prideco, Inc. Common 2 1,000 100%
XLS Holding, Inc. Grant Prideco, Inc. Common 7 1,000 100%
XL Systems, Inc. XLS Holding, Inc. Common 14 1,000 100%
TA Industries, Inc. Grant Prideco, Inc. Common 4 900 100%
Texas Arai, Inc. TA Industries, Inc. Common 18 900 100%
Tube-Alloy Capital Corporation TA Industries, Inc. Preferred 21 1,000 100%
Tube-Alloy Capital Corporation TA Industries, Inc. Common 22 139,356 100%
Tube-Alloy Corporation Tube-Alloy Capital Common 5 1,000 100%
Corporation
Tube-Alloy Corporation Tube-Alloy Corporation Common 1 2,500 100%
International
Petroleum Equipment Supply Tube-Alloy Corporation Common 5 1,000 100%
Company
Drill Tube International, Inc. Grant Prideco, Inc. Common 7 17,000 100%
Grant Austria, Inc. Grant Prideco, Inc. Common 1 1,000 100%
Petro-Drive, Inc. Grant Prideco, Inc. Common 77 206,888 100%
Grant Prideco Holding, LLC Grant Prideco, Inc. Membership 1 100% of 100%
Interest Membership
Interest
Grant Prideco USA, LLC Grant Prideco, Inc. Membership 1 100% of 100%
Interest Membership
Interest
Grant Prideco Technology, Inc. Grant Prideco, Inc. Common 1 1,000 100%
Grant Prideco, ▇▇ ▇▇▇▇▇ Prideco USA, LLC Limited 1 100% of the 99% of Grant
Partner-ship Limited Prideco, LP
Interest Partnership
Interest
Grant Prideco, ▇▇ ▇▇▇▇▇ Prideco General 1 100% of the 1% of Grant
Holding, LLC Partner-ship General Prideco, LP
Interest Partnership
Interest
21
No. of Percentage of
Class of Stock Certificate Pledged Class of
Issuer Pledgor or Interests No(s). Shares Interests
------ ------- -------------- ----------- ------- -------------
Grant Prideco, S.A. de ▇.▇. ▇▇▇▇▇ Prideco, Inc. Series B 4 474,094 65%
Pridecomex Holding, S.A. de ▇.▇. ▇▇▇▇▇ Prideco, Inc. Series B, 1 312,015,221 65%
Class II
Grant Prideco Canada Ltd. Grant Prideco, Inc. Common Shares 2 9,316,666 65%
Enerpro de Mexico, S.A. de ▇.▇. ▇▇▇▇▇ Prideco, Inc. Series B, 2 325 65%
Class I
Grant Prideco de Venezuela, ▇.▇. ▇▇▇▇▇ Prideco, Inc. Common Shares 1 650 65%
▇▇▇▇▇▇▇▇▇▇▇ Mauritius Limited Grand Prideco, Inc. Common Shares 5 650 65%
XL Systems Antilles N.V. XLS Holding, Inc. Common Shares 2 3,900 65%
Grant Prideco Grant Prideco, Inc. Ordinary Shares 20 1,690,000 65%
(Singapore) Pte. Ltd.
Citra Grant Prideco Limited Grant Prideco, Inc. Ordinary Shares 5 2,469,999 65%
Grant Prideco Limited Grant Prideco, Inc. Ordinary Shares 9 65 65%
-2-
22
Schedule 2
DESCRIPTION OF PLEDGED DEBT
Demand Promissory Note in the principal amount of
US$19,619,921.07 dated April 13, 2000 by Grant Prideco Canada Ltd. in favor of
Grant Prideco, Inc.
23
Schedule 3
BORROWERS
1. Grant Prideco, LP, a Delaware limited partnership.
2. XL Systems, Inc., a Texas Corporation.
3. Tube-Alloy Corporation, a Louisiana corporation.
4. Texas Arai, Inc., a Delaware corporation.
5. Drill Tube International, Inc., a Texas corporation.
6. Petro-Drive, Inc., a Louisiana corporation.
7. Grant Prideco Canada Ltd., an Alberta corporation.
24
ANNEX I
[Pledged Notes]
25
ANNEX II
SUPPLEMENT NO. ______ dated as of ________, _____ (this "Supplement")
to the Amended and Restated Pledge Agreement dated as of July 10, 2000 (as
amended, supplemented or otherwise modified from time to time, the "Pledge
Agreement") by Grant Prideco, Inc. ("GPI") and each of its Subsidiaries
specified as a "pledgor" in Schedules 1 and 2 thereto (each, a "Pledgor," and
collectively, the "Pledgors") in favor of Transamerica Business Credit
Corporation, as agent for the Lenders referred to below (the "Pledgee").
A. Reference is made to the Amended and Restated Loan and Security
Agreement dated as of July 10, 2000 (as amended, supplemented or otherwise
modified from time to time, the "Loan Agreement"), among certain Subsidiaries of
GPI party thereto (the "Borrowers"), the financial institutions from time to
time parties thereto (the "Lenders"), the Pledgee and Transamerica Commercial
Finance Corporation, Canada, as agent for the Cdn. Lenders (the "Cdn. Agent"),
pursuant to which the Lenders agreed to make loans and provide other financial
accommodations to the Borrowers.
B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Loan Agreement.
C. The Pledgors have entered into the Pledge Agreement to induce the
Lenders to make loans and provide other extensions of credit to the Borrowers
and to induce the Lenders to cause to be issued letters of credit for the
benefit of the Borrowers. Under Section 7.2(l) of the Loan Agreement, all of the
Capital Stock of each Subsidiary (other than a Cdn. Subsidiary) of GPI (or,
subject to Section 7.1(s) of the Loan Agreement, 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
the Capital Stock of a Foreign Subsidiary) shall, unless the owner of the
Capital Stock of such Subsidiary is a Foreign Subsidiary, be pledged under the
Pledge Agreement within ten days of the acquisition or formation of such
Subsidiary. Section 24 of the Pledge Agreement provides that an owner of such
Capital Stock that is not theretofore a Pledgor shall become a Pledgor under the
Pledge Agreement by execution and delivery of an instrument in substantially the
form of this Supplement. The undersigned Subsidiary of GPI (the "New Pledgor")
is executing this Supplement in accordance with the requirements of the Loan
Agreement to become a Pledgor under the Pledge Agreement to induce the Lenders
to make additional loans and provide other financial accommodations to the
Borrowers and as consideration for loans and other financial accommodations
previously made.
26
Accordingly, the Pledgee and the New Pledgor agree as follows:
SECTION 1. In accordance with Section 24 of the Pledge Agreement, the
New Pledgor by its signature below becomes a Pledgor under the Pledge Agreement
with the same force and effect as if originally named therein as a Pledgor and
the New Pledgor hereby (a) agrees to all the terms and provisions of the Pledge
Agreement applicable to it as a Pledgor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Pledgor
thereunder are true and correct in all material respects on and as of the date
hereof. Each reference to a "Pledgor" in the Pledge Agreement and the Loan
Agreement shall hereafter be deemed to include the New Pledgor. The Pledge
Agreement is hereby incorporated herein by reference.
SECTION 2. The New Pledgor represents and warrants to the Pledgee 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 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.
SECTION 4. Except as expressly supplemented hereby, the Pledge
Agreement shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT 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.
SECTION 6. In case any provision in or obligation under this Supplement
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 7. All communications and notices hereunder shall be in writing
and given as provided in Section 16 of the Pledge Agreement. All communications
and notices hereunder to the New Pledgor shall be given to it at the address of
the Pledgors set forth in Section 16 of the Pledge Agreement.
SECTION 8. The New Pledgor agrees to reimburse the Pledgee for its
out-of-pocket expenses in connection with the preparation, execution and
delivery of this Supplement including
-2-
27
the fees, disbursements and other charges of counsel for the Pledgee.
-3-
28
IN WITNESS WHEREOF, the New Pledgor has caused this Supplement to be
executed by its proper and duly authorized officer as of the date first set
forth above.
[New Pledgor]
By:
------------------------------------------
Name:
Title:
-4-
29
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned hereby acknowledges receipt of a copy of the
Amended and Restated Pledge Agreement, dated as of July 10, 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 for the Lenders. 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
XL SYSTEMS INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
XL SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
TEXAS ARAI, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
30
TUBE-ALLOY CORPORATION INTERNATIONAL
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
PETROLEUM EQUIPMENT SUPPLY COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
DRILL TUBE INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
GRANT AUSTRIA, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
PETRO-DRIVE, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
-2-
31
GRANT PRIDECO HOLDING, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
GRANT PRIDECO USA, LLC
By: /s/ Authorized Signatory
---------------------------------------
Name:
Title:
GRANT PRIDECO TECHNOLOGY, INC.
By: /s/ Authorized Signatory
---------------------------------------
Name:
Title:
CITRA GRANT PRIDECO LIMITED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
GRANT PRIDECO, S.A. DE C.V.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
-3-
32
PRIDECOMEX HOLDING, S.A. DE C.V.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
GRANT PRIDECO (SINGAPORE) PTE. LTD.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------------------
▇▇▇ ▇▇▇▇▇▇
Director
XL SYSTEMS ANTILLES N.V.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
GRANT PRIDECO CANADA LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
GRANT PRIDECO, LP
By: Grant Prideco Holding, LLC,
its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
-4-
33
ENERPRO DE MEXICO, S.A. DE C.V.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
GRANT PRIDECO LIMITED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
GRANT PRIDECO DE VENEZUELA, S.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
▇▇▇▇▇▇▇▇▇▇▇ MAURITIUS LIMITED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
-5-
