Third Amendment to Credit Agreement


 Exhibit 4.7 
  

  
 THIRD AMENDMENT TO CREDIT AGREEMENT 
  
 BETWEEN

  
 DRIL-QUIP, INC. 
  
 AND 
  
 GUARANTY BANK, FSB 
 AS LENDER 
  
 Effective as of June 1, 2005

  

  
 REVOLVING LINE OF CREDIT OF UP TO $65,000,000 
  

  









 TABLE OF CONTENTS 
  


					
	 	 	 	  	PAGE


	 ARTICLE I
	 	DEFINITIONS	  	1
	 1.01
	 	Terms Defined Above	  	1
	 1.02
	 	Terms Defined in Agreement	  	1
	 1.03
	 	References	  	1
	 1.04
	 	Articles and Sections	  	1
	 1.05
	 	Number and Gender	  	1
	 ARTICLE II
	 	AMENDMENTS	  	2
	 2.01
	 	Amendment of Section 1.2	  	2
	 2.02
	 	Amendment of Section 6.7	  	2
	 2.03
	 	Amendment of Exhibit III	  	2
	 ARTICLE III
	 	CONDITIONS	  	2
	 3.01
	 	Receipt of Documents	  	2
	 3.02
	 	Accuracy of Representations and Warranties	  	3
	 3.03
	 	Matters Satisfactory to Lender	  	3
	 ARTICLE IV
	 	REPRESENTATIONS AND WARRANTIES	  	3
	 ARTICLE V
	 	RATIFICATION	  	3
	 ARTICLE VI
	 	MISCELLANEOUS	  	3
	 6.01
	 	Scope of Amendment	  	3
	 6.02
	 	Agreement as Amended	  	3
	 6.03
	 	Parties in Interest	  	3
	 6.04
	 	Rights of Third Parties	  	3
	 6.05
	 	ENTIRE AGREEMENT	  	4
	 6.06
	 	GOVERNING LAW	  	4
	 6.07
	 	JURISDICTION AND VENUE	  	4









 THIRD AMENDMENT TO CREDIT AGREEMENT 
  
 This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third
Amendment”) is made and entered into effective as of June 1, 2005, between DRIL-QUIP, INC., a Delaware corporation, (the “Borrower”), and GUARANTY BANK, FSB, a federal savings bank (the
“Lender”). 
  
 W I T N
E S S E T H 
  
 WHEREAS,
the above named parties did execute and exchange counterparts of that certain Credit Agreement dated May 18, 2001, as amended by First Amendment to Credit Agreement dated November 19, 2001, and as further amended Second Amendment to Credit Agreement
dated May 16, 2003 (the “Agreement”), to which reference is here made for all purposes; 
  
 WHEREAS, the parties subject to and bound by the Agreement are desirous of amending the Agreement in the particulars hereinafter set forth; 
  
 NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties to the Agreement, as set forth therein, and the mutual covenants and agreements of the parties hereto, as set forth in this Third Amendment, the parties hereto agree as follows: 
  
 ARTICLE I 
 DEFINITIONS 
  
 1.01 Terms Defined Above. As used herein, each of the terms “Agreement,” “Borrower,” “Lender,” and “Third Amendment,” shall have the meaning assigned to such term
hereinabove. 
  
 1.02 Terms Defined in Agreement. As used
herein, each term defined in the Agreement shall have the meaning assigned thereto in the Agreement, unless expressly provided herein to the contrary. 
  
 1.03 References. References in this Third Amendment to Article or Section numbers shall be to Articles and Sections of this Third Amendment, unless
expressly stated herein to the contrary. References in this Third Amendment to “hereby,” “herein,” hereinafter,” hereinabove,” “hereinbelow,” “hereof,” and “hereunder” shall be to this
Third Amendment in its entirety and not only to the particular Article or Section in which such reference appears. 
  
 1.04 Articles and Sections. This Third Amendment, for convenience only, has been divided into Articles and Sections and it is understood that the
rights, powers, privileges, duties, and other legal relations of the parties hereto shall be determined from this Third Amendment as an entirety and without regard to such division into Articles and Sections and without regard to headings prefixed
to such Articles and Sections. 
  
 1.05 Number and Gender.
Whenever the context requires, reference herein made to the single number shall be understood to include the plural and likewise the plural shall be 

  

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understood to include the singular. Words denoting sex shall be construed to include the masculine, feminine, and neuter, when such construction is
appropriate, and specific enumeration shall not exclude the general, but shall be construed as cumulative. Definitions of terms defined in the singular and plural shall be equally applicable to the plural or singular, as the case may be. 

 
 ARTICLE II 
 AMENDMENTS 
  
 The Borrower and the Lender hereby amend the Agreement in the following particulars: 
  
 2.01 Amendment of Section 1.2. Section 1.2 of the Agreement is hereby amended as follows: 
  
 The following definitions are added and/or amended to read as follows:

  
 “Applicable Margin” shall mean, as to each
LIBO Rate Loan, one and one-half percent (1 1/2%). 
  
 “Commitment Termination Date” shall mean June 1, 2009. 
  
 “Final Maturity” shall mean June 1, 2009. 
  
 2.02 Amendment of Section 6.7. Section 6.7 of the Agreement is hereby amended to read as follows: 
  
 “6.7 Tangible Net Worth. Permit Tangible Net Worth as of the
close of any fiscal quarter to be less than $172,341,000 beginning with the December 31, 2004 Financial Statements, plus 75% of positive Net Income thereafter.” 
  
 Deletion of Section 6.9. Section 6.9 of the Agreement is hereby deleted. 
  
 2.03 Amendment of Exhibit III. Exhibit III, i.e. the “Form of
Compliance Certificate” is as set forth on Exhibit III to this Third Amendment. 
  
 2.04 Amendment of Exhibit IV. Exhibit IV, i.e. “Disclosures” is as set forth on Exhibit IV to this Third Amendment. 
  
 ARTICLE III  
 CONDITIONS 
  
 The
obligation of the Lender to amend the Agreement as provided herein is subject to the fulfillment of the following conditions precedent: 
  
 3.01 Receipt of Documents. The Lender shall have received, reviewed, and approved the following documents and other items, appropriately executed
when necessary and in form and substance satisfactory to the Lender: 
  

	 	(a)	multiple counterparts of this Third Amendment, as requested by the Lender; 

  

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	 	(b)	Facility Fee in the amount of $81,250; and 

  

	 	(c)	such other agreements, documents, items, instruments, opinions, certificates, waivers, consents, and evidence as the Lender may reasonably request. 

  
 3.02 Accuracy of Representations and Warranties. The representations
and warranties contained in Article IV of the Agreement and this Third Amendment shall be true and correct. 
  
 3.03 Matters Satisfactory to Lender. All matters incident to the consummation of the transactions contemplated hereby shall be satisfactory to the
Lender. 
  
 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES 
  
 The Borrower hereby expressly re-makes, in favor of the Lender, all of the representations and warranties set forth in Article IV of the Agreement, and
represents and warrants that all such representations and warranties remain true and unbreached. 
  
 ARTICLE V 
 RATIFICATION 
  
 Each of the parties hereto does hereby adopt, ratify, and confirm the
Agreement and the other Loan Documents, in all things in accordance with the terms and provisions thereof, as amended by this Third Amendment. 
  
 ARTICLE VI 
 MISCELLANEOUS

  
 6.01 Scope of Amendment. The scope of this
Third Amendment is expressly limited to the matters addressed herein and this Third Amendment shall not operate as a waiver of any past, present, or future breach, Default, or Event of Default under the Agreement, except to the extent, if any, that
any such breach, Default, or Event of Default is remedied by the effect of this Third Amendment. 
  
 6.02 Agreement as Amended. All references to the Agreement in any document heretofore or hereafter executed in connection with the transactions
contemplated in the Agreement shall be deemed to refer to the Agreement as amended by this Third Amendment. 
  
 6.03 Parties in Interest. All provisions of this Third Amendment shall be binding upon and shall inure to the benefit of the Borrower, the Lender
and their respective successors and assigns. 
  
 6.04 Rights of
Third Parties. All provisions herein are imposed solely and exclusively for the benefit of the Lender and the Borrower, and no other Person shall have standing to 

  

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require satisfaction of such provisions in accordance with their terms and any or all of such provisions may be freely waived in whole or in part by the
Lender at any time if in its sole discretion it deems it advisable to do so. 
  
 6.05 ENTIRE AGREEMENT. THIS THIRD AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, BETWEEN
SUCH PARTIES REGARDING THE SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS THIRD AMENDMENT, THE AGREEMENT, THE NOTE, THE SECURITY INSTRUMENTS, AND THE OTHER WRITTEN DOCUMENTS REFERRED TO IN THE AGREEMENT OR EXECUTED IN CONNECTION WITH OR AS
SECURITY FOR THE NOTE REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
AMONG THE PARTIES. 
  
 6.06 GOVERNING LAW. THIS
THIRD AMENDMENT, THE AGREEMENT AND THE NOTE SHALL BE DEEMED TO BE CONTRACTS MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT AND THE NOTE AND
THE TRANSACTIONS CONTEMPLATED HEREBY BEAR A NORMAL, REASONABLE, AND SUBSTANTIAL RELATIONSHIP TO THE STATE OF TEXAS. 
  
 6.07 JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO,
OR FROM THIS THIRD AMENDMENT, THE AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE LITIGATED IN COURTS HAVING SITUS IN HARRIS COUNTY, TEXAS. EACH OF THE BORROWER AND THE LENDER HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT
LOCATED IN HARRIS COUNTY, TEXAS, AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE BORROWER OR THE LENDER IN ACCORDANCE WITH THIS SECTION. 
  

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 IN WITNESS WHEREOF, this Third Amendment to Credit Agreement is executed effective the date first
hereinabove written. 
  

			
	BORROWER
	
	DRIL-QUIP, INC.
		
	 By:
	 	 /s/ J. Mike Walker

	 	 	 J. Mike Walker

	 	 	 Co-Chairman

	
	LENDER
	
	GUARANTY BANK, FSB
		
	 By:
	 	 /s/ Arthur R. Gralla, Jr.

	 	 	 Arthur R. Gralla, Jr.

	 	 	 Managing Director



  

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 EXHIBIT III 
  
 [FORM OF COMPLIANCE CERTIFICATE] 
  
                     , 2005 
  
 Guaranty Bank, FSB 
 333 Clay Street, Suite 4400 
 Houston, Texas 77002 
 Attention: A. R. Gralla, Jr. 
  

	 	Re:	Credit Agreement dated as of May 18, 2001, by and between GUARANTY BANK, FSB and DRIL-QUIP, INC. (as amended, restated, or supplemented from time to time, the “Credit
Agreement”) 

  
 Ladies and Gentlemen: 
  
 Pursuant to applicable requirements of the Credit Agreement, the undersigned,
as a Responsible Officer of the Borrower, hereby certifies to you the following information as true and correct as of the date hereof or for the period indicated, as the case may be: 
  
 1. To the best of the knowledge of the undersigned, no Default or Event of Default exists as of the date hereof or has
occurred since the date of our previous certification to you, if any. 
  
 1. To the best of the knowledge of the undersigned, the following Defaults or Events of Default exist as of the date hereof or have occurred since the date of our previous certification to you, if any, and the actions set forth below are
being taken to remedy such circumstances: 
  
 2. The compliance
of the Borrower with the financial covenants of the Credit Agreement, as of the close of business on                     , is evidenced by the
following: 
  
 (a) Section 6.7: Tangible Net Worth. Permit
Tangible Net Worth as of the close of any fiscal quarter to be less than $172,341,000 for all periods beginning with the December 31, 2004 Financial Statements, plus 75% of positive Net Income. 
  
 Actual 
  
 (b) Section 6.8: Funded Debt to EBITDA. Permit the ratio of Funded Debt to EBITDA, at the close of any fiscal
quarter, beginning with the March 31, 2001 Financial Statements, for the previous four quarters to be more than the Permitted Ratio (herein defined). This ratio shall be 

  

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calculated on a rolling four quarter basis. As used herein, the term “Permitted Ratio” shall mean (i) 3.00 to 1.00 for each quarter ending on March
31, 2002 or before and (ii) 2.75 to 1.00 for each quarter ending June 30, 2002 or later. 
  
 Actual 
  
              to 1.0 
  
 Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Credit Agreement. 
  

			
	 Very truly yours,

	
	DRIL-QUIP, INC.
		
	 By:
	 	 
	 	 	 Jerry Brooks

	 	 	 Chief Financial Officer



  

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 EXHIBIT IV 
  
 DISCLOSURES 
  

			
	 Section 4.7
	 	Liabilities
		
	 	 	None
		
	 	 	Litigation
		
	 	 	None
		
	 Section 4.11
	 	Environmental Matters
		
	 	 	None
		
	 Section 4.16
	 	Casualties
		
	 	 	None
		
	 Section 4.18
	 	Subsidiaries
		
	 	 	Dril-Quip (Europe), Limited
	 	 	Dril-Quip Asia Pacific P.T.E., Ltd.
	 	 	DQ Holding PTY, Ltd.
	 	 	Dril-Quip do Brasil, Ltda.
	 	 	Dril-Quip France SARL
	 	 	Dril-Quip (Nigeria) Ltd.
	 	 	Dril-Quip (Angola) Lda.
	 	 	Dril-Quip de Mexico, S. de R.L. de C.V.
	 	 	Servicios Dril-Quip de Mexico, S. de R.L. de C.V.

  

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