SIXTH SUPPLEMENTAL INDENTURE, dated
as of April 18, 2008 (this “Supplemental
Indenture”), between Grant Prideco, Inc., a Delaware
corporation (the “Company’), and Wells Fargo Bank,
N.A., a national banking corporation, as trustee under the
Indenture referred to below (the “Trustee”).
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee
are parties to that certain Indenture, dated as of July 27, 2005
(the “Original Indenture”), such Original Indenture, as
amended and supplemented from time to time (including, without
limitation, pursuant to this Supplemental Indenture), being
referred to herein as the “Indenture”; and
WHEREAS, pursuant to
Section 10.02 of the Indenture, the Company and the Trustee
may amend or supplement the Indenture with the written consent of
the Holders of at least a majority in principal amount of the Notes
outstanding; and
WHEREAS, National Oilwell Varco,
Inc., a Delaware corporation (“National Oilwell
Varco”), has offered to exchange all of the outstanding
Notes, upon the terms and subject to the conditions set forth in
its Prospectus, dated March 20, 2008, and in the related
Letter of Transmittal and Consent (the “Exchange
Offer”); and
WHEREAS, in connection with the
Exchange Offer, National Oilwell Varco has been soliciting written
consents of the Holders to the amendments to the Original Indenture
set forth herein (and to the execution of this Supplemental
Indenture), and National Oilwell Varco has now obtained such
written consents from the Holders of a majority in aggregate
principal amount of the outstanding Notes; and
WHEREAS, accordingly, this
Supplemental Indenture and the amendments set forth herein are
authorized pursuant to Section 10.02 of the Original
Indenture; and
WHEREAS, the execution and delivery
of this Supplemental Indenture has been duly authorized by the
parties hereto, and all other acts necessary to make this
Supplemental Indenture a valid and binding supplement to the
Indenture effectively amending the Indenture as set forth herein
have been duly taken; and
NOW, THEREFORE, in consideration of
the premises, agreements and obligations set forth herein and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree,
for the equal and proportionate benefit of all Holders of the
Notes, as follows:
ARTICLE 1.
RELATION TO INDENTURE; DEFINITIONS
Section 1.01. Relation to
Indenture.
With respect to the Notes, this
Supplemental Indenture constitutes an integral part of the
Indenture.
Section 1.02. Definitions.
For all purposes of this Supplemental
Indenture, except as otherwise expressly provided herein,
capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed thereto in the Original
Indenture.
Section 1.03. General
References.
All references in this Supplemental
Indenture to Articles and Sections, unless otherwise specified,
refer to the corresponding Articles and Sections of this
Supplemental Indenture; and the terms “herein”,
“hereof”, “hereunder” and any other word of
similar import refers to this Supplemental Indenture.
ARTICLE 2.
AMENDMENTS TO INDENTURE
Section 2.01. Amendments.
With respect to all outstanding
Notes:
(a) Sections 4.03, 4.04, 4.05,
4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.15
