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	 	EXHIBIT 4.3






 





Grant Prideco, Inc.




and the Subsidiary Guarantors



Named in the Indenture Referred to Below




SUPPLEMENTAL INDENTURE




relating to




9% SENIOR NOTES DUE 2009




Dated as of July 27, 2005




WELLS FARGO BANK, N.A.




Trustee




9% Senior Notes due 2009




 





 









 








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     SUPPLEMENTAL INDENTURE, dated as of July 27, 2005, among GRANT PRIDECO, INC., a Delaware
corporation (“Grant Prideco”), the Guarantors named in the Indenture (as defined below) and
Wells Fargo Bank, N.A., as trustee under the Indenture (as defined below) (the “Trustee”).



W I T N E S S E T H :




     WHEREAS, Grant Prideco, the Guarantors and the Trustee are parties to an Indenture, dated as
of December 4, 2002 (as amended and supplemented through the date hereof, the “Indenture”),
providing for the issuance of the 9% Senior Notes due 2009 (the “Notes”);



     WHEREAS, this Supplemental Indenture is being executed pursuant to the Offer to Purchase and
Consent Solicitation Statement of Grant Prideco, dated July 13, 2005, and the related Consent and
Letter of Transmittal (collectively, the “Statement”);



     WHEREAS, pursuant to the terms of the Statement, Grant Prideco commenced a cash tender offer
for any and all outstanding Notes and solicited the consents of the Holders of the Notes to amend
certain provisions of the Indenture, as set forth below (the “Proposed Amendments”);



     WHEREAS, Section 10.02 of the Indenture provides that the Indenture may be amended or
supplemented with the consent of the Holders of at least a majority in principal amount of the
Notes then outstanding, subject to certain exceptions specified in Section 10.02 of the Indenture;



     WHEREAS, the execution and delivery of this Supplemental Indenture and the adoption of the
Proposed Amendments by Grant Prideco, the Guarantors and the Trustee has been authorized by the
written consent of the Holders of a majority in aggregate principal amount of the Notes outstanding
as of the date hereof; and



     WHEREAS, the execution and delivery of this Supplemental Indenture by Grant Prideco has been
authorized by Board Resolutions of Grant Prideco and the Guarantors and, subject to the conditions
set forth in the Statement, all acts, conditions and requirements necessary to make this
Supplemental Indenture a valid and binding agreement in accordance with its terms and for the
purposes herein set forth have been done and taken, and the execution and delivery of this
Supplemental Indenture have been in all respects duly authorized;



     NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Grant Prideco, the Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:




	1.	 	Amendments





     Subject to Section 2 below, the following provisions of the Indenture shall be amended as
follows:



     1.1 Amendments to Article 1. All terms defined or listed in Section 1.01
(Definitions) and Section 1.02 (Other Definitions) of the Indenture that appear only in the



 









 








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sections of the Indenture deleted by Sections 1.2, 1.3, 1.4 and 1.5 of this Supplemental Indenture
are hereby deleted and replaced with the phrase “[Intentionally Omitted]”. All references to such
deleted terms in the Indenture are also hereby deleted in their entirety.




     1.2 Amendments to Article 3. Section 3.08 (Repurchase at the Option of Holders) of
the Indenture is hereby deleted in its entirety and replaced with the phrase “[Intentionally
Omitted]”. All references to such deleted section in the Indenture is also hereby deleted in its
entirety.



     1.3 Amendments to Article 4. Each of Section 4.03 (Reports), Section 4.04 (Compliance
Certificate), Section 4.05 (Taxes), Section 4.06 (Stay, Execution and Usury Laws), Section 4.07
(Restricted Payments), Section 4.08 (Dividend and Other Payment Restrictions Affecting
Subsidiaries), Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock), Section
4.10 (Transactions with Affiliates), Section 4.11 (Liens), Section 4.12 (Additional Subsidiary
Guarantees), Section 4.13 (Designation of Restricted and Unrestricted Subsidiaries), Section 4.15
(Asset Sales), Section 4.16 (Offer to Repurchase Upon a Change of Control), Section 4.17
(Limitations on Line of Business), Section 4.18 (Sale and Leaseback Transactions), Section 4.19
(Payments for Consent) and Section 4.20 (Suspension of Covenants) of the Indenture is hereby
deleted in its entirety and replaced with the phrase “[Intentionally Omitted]”. All references to
such deleted sections in the Indenture are also hereby deleted in their entirety.



     1.4 Amendments to Article 5. Each of the clauses (b)(iii) and (b)(iv) of Section 5.01
(Merger, Consolidation or Sale of Assets) of the Indenture is hereby deleted in its entirety and
replaced with the phrase “[Intentionally Omitted]”. All references to such deleted clauses in the
Indenture are also hereby deleted in their entirety.



     1.5 Amendments to Article 6. Each of the clauses (c), (d), (e), (f) and (g) of
Section 6.01 (Events of Default) of the Indenture is hereby deleted in its entirety and replaced
with the phrase “[Intentionally Omitted]”. All references to such deleted clauses in the Indenture
are also hereby deleted in their entirety.




	2.	 	Operation of Supplemental Indenture





     This Supplemental Indenture and the Proposed Amendments will become effective as of, and
subject to, the acceptance for purchase and payment by Grant Prideco of Notes validly tendered and
not withdrawn pursuant to the Statement representing a majority of the aggregate principal amount
at maturing of Notes outstanding.




	3.	 	Concerning the Trustee





     The Trustee accepts the trusts of the Indenture, as supplemented by this Supplemental
Indenture, and agrees to perform the same, but only upon the terms and conditions set forth in the
Indenture, as supplemented by this Supplemental Indenture, to which the parties hereto and the
Holders from time to time of the Notes agree and, except as expressly set forth in the Indenture,
as supplemented by this Supplemental Indenture, shall incur no liability or responsibility in respect
thereof. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for
the correctness of the recitals herein contained, which shall be



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taken as the statements of Grant Prideco. The Trustee makes no representation and shall have no
responsibility as to the validity or sufficiency of this Supplemental Indenture.





	4.	 	Miscellaneous





     4.1 Terms Defined in the Indenture. For all purposes of this Supplemental Indenture,
except as otherwise expressly provided herein or unless the context otherwise required, capitalized
terms used herein but not otherwise defined have the meanings ascribed to them in the Indenture.



     4.2 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all
provisions in the Indenture shall remain in full force and effect.



     4.3 Indenture and Supplemental Indenture Construed Together. This Supplemental
Indenture is an indenture supplemental to and in implementation of the Indenture, and the Indenture
and this Supplemental Indenture shall henceforth be read and construed together.



     4.4 Confirmation and Preservation of Indenture. The Indenture as supplemented by this
Supplemental Indenture is in all respects confirmed and preserved.



     4.5 Conflict with Trust Indenture Act. If any provision of this Supplemental
Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the
TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA
shall control. If any provision of this Supplemental Indenture modifies or excludes any provision
of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply
to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may
be.



     4.6 Severability. In case any provision in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



     4.7 Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture or the
Notes, express or implied, shall give to any person, other than the parties hereto and thereto and
their successors hereunder and thereunder and the Holders of the Notes, any benefit of any legal or
equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes.



     4.8 Successors. All agreements of Grant Prideco and the Guarantors in this
Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in
this Supplemental Indenture shall bind its successors.



     4.9 Certain Duties and Responsibilities of the Trustee. In entering into this
Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the
Indenture and the Notes relating to the conduct or affecting the liability or affording protection
to the Trustee, whether or not elsewhere herein so provided.



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     4.10 Governing Law. This Supplemental Indenture shall be governed by, and construed
in accordance with, the laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.



     4.11 Multiple Originals. The parties may sign any number of copies of this
Supplemental Indenture, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.



     4.12 Headings. The Article and Section headings herein are inserted for convenience
of reference only, are not intended to be considered a part hereof and shall not modify or restrict
any of the terms or provisions hereof.



     4.13 The Trustee. The Trustee shall not be responsible in any manner for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which are made by Grant Prideco and the Guarantors.



     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first written above.



	 	 	 	 	 
	 	GRANT PRIDECO, INC.

 	 
	 	By:  	/s/ Philip A. Choyce
 	 
	 	 	Name:  	Philip A. Choyce 	 
	 	 	Title:  	Vice President, General Counsel and
Secretary 	 



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	 	XL SYSTEMS, L.P.

      By Grant Prideco Holding, LLC, its general

            partner

GRANT PRIDECO, L.P.

      By Grant Prideco Holding, LLC, its general

            partner

PLEXUS DEEPWATER TECHNOLOGIES LTD.

      By Grant Prideco Holding, LLC, its general

            partner

XL SYSTEMS INTERNATIONAL, INC.

GP EXPATRIATE SERVICES, INC.

GRANT PRIDECO HOLDING, LLC

GRANT PRIDECO PC COMPOSITES HOLDINGS, LLC

TA INDUSTRIES, INC.

TUBE-ALLOY CAPITAL CORPORATION

TUBE-ALLOY CORPORATION

TAI HOLDING, INC.

INTELLIPIPE, INC.

GRANT PRIDECO MARINE PRODUCTS

AND SERVICES INTERNATIONAL INC.

REEDHYCALOG INTERNATIONAL

HOLDING, LLC

REEDHYCALOG NORWAY, LLC

REEDHYCALOG COLOMBIA, LLC

REEDHYCALOG AZERBAIJAN, LLC

REEDHYCALOG ARGENTINA, LLC

REEDHYCALOG KAZAKHSTAN, LLC

REEDHYCALOG UTAH, LLC

REEDHYCALOG CIS, LLC

REEDHYCALOG THAILAND, LLC

 	 
	 	By:  	/s/ James M. Mitchell
 	 
	 	 	Name:  	James M. Mitchell 	 
	 	 	Title:  	Treasurer 	 



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	 	GRANT PRIDECO USA, LLC

GP USA HOLDING, LLC

GRANT PRIDECO FINANCE, LLC

GRANT PRIDECO EUROPEAN HOLDING, LLC

 	 
	 	By:  	/s/ Sal Segreto
 	 
	 	 	Name:  	Sal Segreto 	 
	 	 	Title:  	President 	 
	 
	 	WELLS FARGO BANK, N.A.,

as Trustee

 	 
	 	By:  	/s/ Melissa Scott
 	 
	 	 	Name:  	Melissa Scott 	 
	 	 	Title:  	Vice President 	 
	 




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