Exhibit 4.4

 

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DRIL-QUIP, INC.

 

as Issuer

 

and

 

[                                ]

 

as Trustee

 

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Indenture

 

Dated as of                     , 2005

 

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Subordinated Debt Securities

 

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DRIL-QUIP, INC.

 

Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of                 , 2005

 

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Section of Trust Indenture Act of 1939				Section(s) of Indenture
§310		(a)(1)		7.10
		(a)(2)		7.10
		(a)(3)		Not Applicable
		(a)(4)		Not Applicable
		(a)(5)		7.10
		(b)		7.08, 7.10
§311		(a)		7.11
		(b)		7.11
		(c)		Not Applicable
§312		(a)		2.07
		(b)		11.03
		(c)		11.03
§313		(a)		7.06
		(b)		7.06
		(c)		7.06
		(d)		7.06
§314		(a)		4.03, 4.04
		(b)		Not Applicable
		(c)(1)		11.04
		(c)(2)		11.04
		(c)(3)		Not Applicable
		(d)		Not Applicable
		(e)		11.05
§315		(a)		7.01(b)
		(b)		7.05
		(c)		7.01(a)
		(d)		7.01(c)
		(d)(1)		7.01(c)(1)
		(d)(2)		7.01(c)(2)
		(d)(3)		7.01(c)(3)
		(e)		6.11
§316		(a)(1)(A)		6.05
		(a)(1)(B)		6.04
		(a)(2)		Not Applicable
		(a)(last sentence)		2.11
		(b)		6.07
§317		(a)(1)		6.08
		(a)(2)		6.09
		(b)		2.06
§318		(a)		11.01

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Note:

This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

 

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TABLE OF CONTENTS

 

				Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE				1
SECTION 1.01		Definitions		1
SECTION 1.02		Other Definitions		7
SECTION 1.03		Incorporation by Reference of Trust Indenture Act		7
SECTION 1.04		Rules of Construction		8
ARTICLE II THE SECURITIES				8
SECTION 2.01		Amount Unlimited; Issuable in Series		8
SECTION 2.02		Denominations		11
SECTION 2.03		Forms Generally		11
SECTION 2.04		Execution, Authentication, Delivery and Dating		12
SECTION 2.05		Registrar and Paying Agent		13
SECTION 2.06		Paying Agent to Hold Money in Trust		14
SECTION 2.07		Holder Lists		14
SECTION 2.08		Transfer and Exchange		15
SECTION 2.09		Replacement Securities		15
SECTION 2.10		Outstanding Securities		15
SECTION 2.11		Original Issue Discount, Foreign-Currency Denominated and Treasury Securities		16
SECTION 2.12		Temporary Securities		16
SECTION 2.13		Cancellation		16
SECTION 2.14		Payments; Defaulted Interest		17
SECTION 2.15		Persons Deemed Owners		17
SECTION 2.16		Computation of Interest		17
SECTION 2.17		Global Securities; Book-Entry Provisions		18
ARTICLE III REDEMPTION				20
SECTION 3.01		Applicability of Article		20
SECTION 3.02		Notice to the Trustee		20
SECTION 3.03		Selection of Securities To Be Redeemed		20
SECTION 3.04		Notice of Redemption		21
SECTION 3.05		Effect of Notice of Redemption		22
SECTION 3.06		Deposit of Redemption Price		22
SECTION 3.07		Securities Redeemed in Part		22
SECTION 3.08		Purchase of Securities		23
SECTION 3.09		Mandatory and Optional Sinking Funds		23
SECTION 3.10		Satisfaction of Sinking Fund Payments with Securities		23
SECTION 3.11		Redemption of Securities for Sinking Fund		23
ARTICLE IV COVENANTS				24
SECTION 4.01		Payment of Securities		24
SECTION 4.02		Maintenance of Office or Agency		24
SECTION 4.03		SEC Reports; Financial Statements		25

 

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SECTION 4.04		Compliance Certificate		26
SECTION 4.05		Corporate Existence		26
SECTION 4.06		Waiver of Stay, Extension or Usury Laws		26
SECTION 4.07		Additional Amounts		27
ARTICLE V SUCCESSORS				27
SECTION 5.01		Limitations on Mergers and Consolidations		27
SECTION 5.02		Successor Person Substituted		27
ARTICLE VI DEFAULTS AND REMEDIES				28
SECTION 6.01		Events of Default		28
SECTION 6.02		Acceleration		30
SECTION 6.03		Other Remedies		30
SECTION 6.04		Waiver of Defaults		30
SECTION 6.05		Control by Majority		31
SECTION 6.06		Limitations on Suits		31
SECTION 6.07		Rights of Holders to Receive Payment		32
SECTION 6.08		Collection Suit by Trustee		32
SECTION 6.09		Trustee May File Proofs of Claim		32
SECTION 6.10		Priorities		33
SECTION 6.11		Undertaking for Costs		33
ARTICLE VII TRUSTEE				34
SECTION 7.01		Duties of Trustee		34
SECTION 7.02		Rights of Trustee		35
SECTION 7.03		May Hold Securities		35
SECTION 7.04		Trustee’s Disclaimer		35
SECTION 7.05		Notice of Defaults		36
SECTION 7.06		Reports by Trustee to Holders		36
SECTION 7.07		Compensation and Indemnity		36
SECTION 7.08		Replacement of Trustee		37
SECTION 7.09		Successor Trustee by Merger, etc.		39
SECTION 7.10		Eligibility; Disqualification		39
SECTION 7.11		Preferential Collection of Claims Against the Company		39
ARTICLE VIII DISCHARGE OF INDENTURE				39
SECTION 8.01		Termination of the Company’s Obligations		39
SECTION 8.02		Application of Trust Money		43
SECTION 8.03		Repayment to Company		43
SECTION 8.04		Reinstatement		44
ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS				44
SECTION 9.01		Without Consent of Holders		44
SECTION 9.02		With Consent of Holders		45
SECTION 9.03		Compliance with Trust Indenture Act		47
SECTION 9.04		Revocation and Effect of Consents		47
SECTION 9.05		Notation on or Exchange of Securities		48

 

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SECTION 9.06		Trustee to Sign Amendments, etc.		48
ARTICLE X SUBORDINATION OF SECURITIES				49
SECTION 10.01		Securities Subordinated to Senior Debt		49
SECTION 10.02		No Payment on Securities in Certain Circumstances		49
SECTION 10.03		Securities Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or Reorganization		50
SECTION 10.04		Subrogation to Rights of Holders of Senior Debt		51
SECTION 10.05		Obligations of the Company Unconditional		52
SECTION 10.06		Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice		52
SECTION 10.07		Application by Trustee of Amounts Deposited with It		52
SECTION 10.08		Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt		53
SECTION 10.09		Trustee to Effectuate Subordination of Securities		53
SECTION 10.10		Right of Trustee to Hold Senior Debt		54
SECTION 10.11		Article X Not to Prevent Events of Default		54
SECTION 10.12		No Fiduciary Duty of Trustee to Holders of Senior Debt		54
SECTION 10.13		Article Applicable to Paying Agent		54
ARTICLE XI MISCELLANEOUS				54
SECTION 11.01		Trust Indenture Act Controls		54
SECTION 11.02		Notices		55
SECTION 11.03		Communication by Holders with Other Holders		56
SECTION 11.04		Certificate and Opinion as to Conditions Precedent		56
SECTION 11.05		Statements Required in Certificate or Opinion		56
SECTION 11.06		Rules by Trustee and Agents		57
SECTION 11.07		Legal Holidays		57
SECTION 11.08		No Recourse Against Others		57
SECTION 11.09		Governing Law		57
SECTION 11.10		No Adverse Interpretation of Other Agreements		57
SECTION 11.11		Successors		57
SECTION 11.12		Severability		57
SECTION 11.13		Counterpart Originals		58
SECTION 11.14		Table of Contents, Headings, etc.		58

 

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INDENTURE (this “Indenture”) dated as of                     , 2005 between Dril-Quip, Inc., a Delaware corporation (the “Company”), and                             , a                     , as trustee (the “Trustee”).

 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Company’s subordinated debentures, notes, bonds or other evidences of indebtedness to be issued from time to time in one or more series (herein called the “Securities”) as provided in this Indenture.

 

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

 

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

 

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and ratable benefit of all Holders of the Securities or of any series thereof, as follows:

 

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

 

SECTION 1.01

Definitions.

 

“Additional Amounts” means any additional amounts required by the express terms of a Security or by or pursuant to a Board Resolution, under circumstances specified therein or pursuant thereto, to be paid by the Company with respect to certain taxes, assessments or other governmental charges imposed on certain Holders and that are owing to such Holders.

 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

 

“Agent” means any Registrar or Paying Agent.

 

“Bankruptcy Law” means Title 11 of the United States Code or any similar federal, state or foreign law for the relief of debtors.

 

“Board of Directors” means the Board of Directors or comparable governing body of the Company or any committee thereof duly authorized, with respect to any particular matter, to act by or on behalf of the Board of Directors or comparable governing body of the Company.

 

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification, and delivered to the Trustee.

 

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“Business Day” means any day that is not a Legal Holiday.

 

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests (however designated) in the equity (which includes, but is not limited to, common stock, preferred stock and partnership, limited liability company and joint venture interests) of such Person (excluding any Debt or other debt securities that are convertible into, or exchangeable for, such equity).

 

“Capitalized Lease Obligation” of any Person means any obligation of such Person to pay rent or other amounts under a lease of property, real or personal, that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

 

“Common Equity” of any Person means all Capital Stock of such Person that is generally entitled to (i) vote in the election of directors of such Person or (ii) if such Person is not a corporation, vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management and policies of such Person.

 

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person; provided, however, that for purposes of any provision contained herein which is required by the TIA, “Company” shall also mean each other obligor (if any) on the Securities of a series.

 

“Company Order” and “Company Request” mean, respectively, a written order or request signed in the name of the Company by two Officers of the Company and delivered to the Trustee.

 

“Corporate Trust Office of the Trustee” means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which, in the case of                     , shall be                             , New York, New York                     .

 

“Debt” of any Person means, without duplication: (i) all indebtedness or obligations of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof); (ii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments; (iii) all obligations of such Person in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto), other than standby letters of credit, bid or performance bonds and other obligations issued by or for the account of such Person in the ordinary course of business, to the extent not drawn or, to the extent drawn, if such drawing is reimbursed not later than the third Business Day following demand for reimbursement; (iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred in the ordinary course of business; (v) all Capitalized Lease Obligations of such Person; (vi) all Debt of others secured by a lien on any asset of such

 

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Person, whether or not such Debt is assumed by such Person (provided that if the obligations so secured have not been assumed in full by such Person or are not otherwise such Person’s legal liability in full, then such obligations shall be deemed to be in an amount equal to the greater of (a) the lesser of (1) the full amount of such obligations and (2) the fair market value of such assets, as determined in good faith by the Board of Directors of such Person, which determination shall be evidenced by a Board Resolution, and (b) the amount of obligations as have been assumed by such Person or which are otherwise such Person’s legal liability); and (vii) all Debt of others (other than endorsements in the ordinary course of business) guaranteed by such Person to the extent of such guarantee.

 

“Default” means any event, act or condition that is, or after notice or the passage of time or both would be, an Event of Default.

 

“deliver” or “delivery” means, in the context of certificated Securities, actual physical delivery of the certificated Securities to the relevant Person required hereunder, together with all endorsements, and in the context of Global Securities, the designation on the records of the Depositary of a change in the beneficial interests of a holder in a Global Security.

 

“Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in global form, the Person specified pursuant to Section 2.01 hereof as the initial Depositary with respect to the Securities of such series, until a successor shall have been appointed and become such pursuant to the applicable provision of this Indenture, and thereafter “Depositary” shall mean or include such successor.

 

“Designated Senior Debt,” unless otherwise provided with respect to the Securities of a series as contemplated by Section 2.01, means any Senior Debt that (i) in the instrument evidencing the same or the assumption or guarantee thereof (or related documents to which the Company is a party) is expressly designated as “Designated Senior Debt” for purposes of this Indenture and (ii) satisfies such other conditions as may be provided with respect to the Securities of such series; provided that such instruments or documents may place limitations and conditions on the right of such Senior Debt to exercise the rights of Designated Senior Debt.

 

“Disqualified Capital Stock” means, when used with respect to the Securities of any series, (a) except as set forth in (b), with respect to the Company, Capital Stock of the Company that, by its terms or by the terms of any security into which it is convertible, exercisable or exchangeable, is, or upon the happening of an event or the passage of time would be, required to be redeemed or repurchased (including at the option of the holder thereof) by the Company or any Subsidiary, in whole or in part, on or prior to the Stated Maturity of the Securities of such series, and (b) with respect to any Subsidiary, any Capital Stock other than any Common Equity of such Subsidiary with no preference, privileges, or redemption or repayment provisions.

 

“Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debt.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute.

 

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“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect from time to time.

 

“Global Security” means a Security that is issued in global form in the name of the Depositary with respect thereto or its nominee.

 

“Government Obligations” means, with respect to a series of Securities, (i) direct obligations of a government that issues the currency in which the Securities of the series are payable for the payment of which the full faith and credit of such government is pledged, or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government, the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under clause (i) or (ii) above, are not callable or redeemable at the option of the issuer thereof; or (iii) depository receipts issued by a bank or trust company as custodian with respect to any such Government Obligations or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation evidenced by such depository receipt.

 

“Holder” means a Person in whose name a Security is registered.

 

“Indenture” means this Indenture as amended or supplemented from time to time pursuant to the provisions hereof, and includes the terms of a particular series of Securities established as contemplated by Section 2.01.

 

“interest” means, with respect to an Original Issue Discount Security that by its terms bears interest only after Maturity, interest payable after Maturity.

 

“Interest Payment Date,” when used with respect to any Security, shall have the meaning assigned to such term in the Security as contemplated by Section 2.01.

 

“Junior security” means, when used with respect to the Securities of any series, any Qualified Capital Stock of the Company or any Subsidiary or any Debt of the Company that is subordinated in right of payment to the Securities of such series and has no scheduled installment of principal due, by redemption, sinking fund payment or otherwise, on or prior to the Stated Maturity of the Securities of such series.

 

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in any of The City of New York, New York; Houston, Texas or a Place of Payment are authorized or obligated by law, regulation or executive order to remain closed.

 

“Maturity” means, with respect to any Security, the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein

 

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provided, whether at the Stated Maturity thereof, or by declaration of acceleration, call for redemption or otherwise.

 

“Officer” means the Chairman or any Co-Chairman of the Board, as applicable, any Vice Chairman of the Board, the Chief Executive Officer or any Co-Chief Executive Officer, as applicable, the President, any Vice President, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary of a Person.

 

“Officers’ Certificate” means a certificate signed by two Officers of a Person.

 

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. Such counsel may be an employee of or counsel to the Company or the Trustee.

 

“Original Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

 

“Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint stock company, trust, unincorporated organization or government or other agency, instrumentality or political subdivision thereof or other entity of any kind.

 

“Place of Payment” means, with respect to the Securities of any series, the place or places where the principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities of that series are payable as specified in accordance with Section 2.01 subject to the provisions of Section 4.02.

 

“principal” of a Security means the principal of the Security plus, when appropriate, the premium, if any, on the Security.

 

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.

 

“Redemption Date” means, with respect to any Security to be redeemed, the date fixed for such redemption by or pursuant to this Indenture.

 

“Redemption Price” means, with respect to any Security to be redeemed, the price at which it is to be redeemed pursuant to this Indenture.

 

“Responsible Officer” means any officer within the corporate trust department of the Trustee having direct responsibility for the administration of this Indenture or any other officer to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

 

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“Rule 144A Securities” means Securities of a series designated pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

 

“SEC” means the Securities and Exchange Commission.

 

“Securities” has the meaning stated in the preamble of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

 

“Security Custodian” means, with respect to Securities of a series issued in global form, the Trustee for Securities of such series, as custodian with respect to the Securities of such series, or any successor entity thereto.

 

“Senior Debt”, unless otherwise provided with respect to the Securities of a series as contemplated by Section 2.01, means (i) all Debt of the Company, whether currently outstanding or hereafter created, incurred or assumed, unless, by the terms of the instrument creating or evidencing such Debt or pursuant to which such Debt is outstanding, it is provided that such Debt is not superior in right of payment to the Securities or to other Debt which is pari passu with or subordinated to the Securities and (ii) any modifications, refunding, deferrals, renewals or extensions of any such Debt or any securities, notes or other evidences of Debt issued in exchange for such Debt; provided that, unless otherwise provided with respect to the Securities of a series as contemplated by Section 2.01, in no event shall “Senior Debt” include (a) Debt evidenced by the Securities, (b) Debt of the Company owed or owing to any Subsidiary or any officer, director or employee of the Company or any other Subsidiary, (c) Debt to trade creditors or (d) any liability for taxes owed or owing by the Company.

 

“Stated Maturity” means, when used with respect to any Security or any installment of principal thereof or interest thereon, the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

 

“Subsidiary” means a Person at least a majority of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock having voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

 

“surrender” shall have the same meaning as “deliver” in the context of the surrender of a Security.

 

“TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date hereof; provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

 

“Trustee” means the Person named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture, and thereafter “Trustee” means each Person who is then a Trustee hereunder, and if at any time there is more than one such Person,

 

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“Trustee” as used with respect to the Securities of any series means the Trustee with respect to Securities of that series.

 

“United States” means the United States of America (including the States and the District of Columbia) and its territories and possessions, which include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

 

“U.S. Government Obligations” means Government Obligations with respect to Securities payable in Dollars.

 

SECTION 1.02

Other Definitions.

 

Term		Defined in Section
“Agent Members”		2.17
“Bankruptcy Custodian”		6.01
“Conversion Event”		6.01
“covenant defeasance”		8.01
“Event of Default”		6.01
“Exchange Rate”		2.11
“Judgment Currency”		6.10
“legal defeasance”		8.01
“mandatory sinking fund payment”		3.09
“optional sinking fund payment”		3.09
“Paying Agent”		2.05
“Payment Blocking Notice”		10.02
“Payment Default”		10.02
“Registrar”		2.05
“Required Currency”		6.10
“Successor”		5.01

 

SECTION 1.03

Incorporation by Reference of Trust Indenture Act.

 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture (and if the Indenture is not q