EXHIBIT 99.4
EIGHTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"EIGHTH AMENDMENT") is executed as of the 20th day of December, 2004, by and
among Maverick Tube Corporation, a Delaware corporation (the "COMPANY"), XxxXXX,
X.X., a Texas limited partnership ("XXXXXX"), SEAC Acquisition, LLC, a Delaware
limited liability company ("SEAC"), Maverick C&P, Inc., a Delaware corporation
("C&P"), Maverick Investment, LLC, a Delaware limited liability company
("INVESTMENT"), Maverick Tube, L.P., a Delaware limited partnership ("TUBE"),
Precision Tube Holding, LLC, a Delaware limited liability company ("HOLDING"),
Maverick GP, LLC, a Delaware limited liability company ("MAVERICK GP"),
Precision GP, LLC, a Delaware limited liability company ("PRECISION GP"),
Precision Tube Technology, L.P., a Texas limited partnership ("PRECISION" and
collectively with the Company, XxxXXX, SEAC, C&P, Investment, Tube, Holding,
Maverick GP and Precision GP, the "US BORROWERS" and individually, a "US
BORROWER"), Prudential Steel Ltd., an Alberta corporation ("PRUDENTIAL"),
Maverick Exchangeco (Nova Scotia) ULC, a Nova Scotia unlimited liability company
("EXCHANGECO"), Maverick Tube (Canada) Inc., an Alberta corporation ("TUBE
CANADA"), Precision Tube Canada Limited, an Alberta corporation ("PRECISION
CANADA"), Maverick Tube Canada LP, an Alberta limited partnership ("CANADA LP"),
Maverick Tube Canada GP, Ltd., an Alberta limited corporation ("CANADA GP"),
Maverick Tube Canada ULC, a Nova Scotia unlimited liability company ("MAVERICK
ULC"), Maverick Tube International Holdings, Inc., a Delaware corporation
("INTERNATIONAL HOLDINGS"), Prudential Steel Holdings, ULC, a Nova Scotia
unlimited liability company ("PRUDENTIAL HOLDINGS", and collectively with
Prudential, Exchangeco, Tube Canada, Precision Canada, Canada LP, Canada GP,
Maverick ULC and International Holdings, the "CANADIAN BORROWERS" and
individually, a "CANADIAN BORROWER") (the US Borrowers and the Canadian
Borrowers are together referred to herein as the "BORROWERS" and individually, a
"BORROWER"), JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank),
individually as a Lender, as an Issuing Bank, as the Swingline Lender and as the
Administrative Agent, CIT Business Credit Canada Inc., individually as a Lender,
as an Issuing Bank and as the Canadian Administrative Agent, General Electric
Capital Corporation, as a Lender and as the Documentation Agent, and each of the
other Lenders that is a signatory hereto.
WITNESSETH:
WHEREAS, the Borrowers, the Agents and the Lenders are parties to that
certain Amended and Restated Credit Agreement dated as of December 31, 2002 (as
amended from time to time, the "CREDIT AGREEMENT;" unless otherwise defined
herein, all capitalized terms used herein which are defined in the Credit
Agreement shall have the meaning given such terms in the Credit Agreement,
including, to the extent applicable, after giving effect to this Eighth
Amendment), pursuant to which the Lenders provide certain financing to the
Borrowers in accordance with the terms and conditions set forth therein; and
WHEREAS, the Company has advised the Administrative Agent and the
Lenders that it intends to issue the Exchange Notes in an aggregate amount up to
$120,000,000; and
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WHEREAS, the issuance of the Exchange Notes is prohibited under the
terms of the Credit Agreement; and
WHEREAS, the Borrowers have requested that the Lenders agree to amend
certain provisions of the Credit Agreement to permit the issuance of the
Exchange Notes; and
WHEREAS, subject to the terms and conditions set forth herein, the
Lenders have agreed to the Borrowers' requests.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, the
parties hereto hereby agree as follows:
SECTION 1. AMENDMENTS. In reliance on the representations, warranties,
covenants and agreements contained in this Eighth Amendment, the Credit
Agreement shall be amended effective as of the date hereof in the manner
provided in this Section 1.
1.1 AMENDED DEFINITIONS. The definitions of "CHANGE OF
CONTROL," "EQUITY," "FINANCING DOCUMENTS" and "FIXED CHARGE COVERAGE RATIO"
contained in Section 1.1 of the Credit Agreement shall be amended to read in
full as follows:
"CHANGE OF CONTROL" shall be deemed to occur at any time when
any of the following occurs: (a) any Unrelated Person or any Unrelated
Persons, acting together, which would constitute a Group together with
any Affiliates or Related Persons thereof (in each case also
constituting Unrelated Persons) shall at any time either (1)
Beneficially Own more than 30% of the aggregate voting power of all
classes of Voting Stock of the Company, or (2) succeed in having a
sufficient number of its or their nominees elected to the Board of
Directors of the Company such that such nominees, when added to any
existing director remaining on the Board of Directors of the Company
after such election who is an Affiliate or Related Person of such
Person or Group, shall constitute a majority of the Board of Directors
of the Company, (b) the Company ceasing to directly or indirectly own
100% of the issued and outstanding Equity of each other Credit Party on
a fully diluted basis, (c) so long as any of the CCS Notes are
outstanding, the occurrence of a "Fundamental Change" as defined in the
Indenture referenced in the definition of CCS Note Documents, or (d) so
long as any of the Exchange Notes are outstanding, the occurrence of a
"Fundamental Change" as defined in the Exchange Notes Indenture. As
used herein (1) "BENEFICIALLY OWN" means "beneficially own" as defined
in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, or
any successor provision thereto; provided, however, that, for purposes
of this definition, a Person shall not be deemed to Beneficially Own
securities tendered pursuant to a tender or exchange offer made by or
on behalf of such Person or any of such Person's Affiliates until such
tendered securities are accepted for purchase or exchange; (2) "GROUP"
means a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended; (3) "UNRELATED PERSON" means at any
time any Person other than the Company; and (4) "RELATED PERSON" of any
Person means any other Person owning (A) 10% or
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more of the outstanding common stock of such Person or (B) 10% or more
of the Voting Stock of such Person.
"EQUITY" shall mean shares of capital stock or a partnership,
profits, capital or member interest, or options, warrants or any other
right to substitute for or otherwise acquire the capital stock or a
partnership, profits, capital or member interest of any Credit Party
and shall expressly include all "stock appreciation rights," "phantom
stock," "profit participations" and other similar interests; provided,
that, for purposes of Section 7.5 of this Agreement only, the exchange
of CCS Notes for Exchange Notes shall not be deemed to be a retirement
or other acquisition of Equity.
"FINANCING DOCUMENTS" shall mean this Agreement, the First
Amendment, the Second Amendment, the Third Amendment, the Fourth
Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh
Amendment, the Eighth Amendment, the Notes, the Security Instruments,
the Applications, Borrowing Requests, Borrowing Base Reports, the Cash
Collateral Account Agreements, the Canadian Fee Letter, the Fee Letter,
and the other documents, instruments or agreements described in Section
3.1 and Section 3.2, together with any other document, instrument or
agreement (other than participation, agency or similar agreements among
the Lenders or between any Lender and any other bank or creditor with
respect to any indebtedness or obligations of the Company or its
Subsidiaries hereunder or thereunder) now or hereafter entered into in
connection with the Loans, the Lender Indebtedness or the Collateral,
as such documents, instruments or agreements may be amended, modified
or supplemented from time to time.
"FIXED CHARGE COVERAGE RATIO" shall mean, as to the Company
and its Subsidiaries on a consolidated basis, determined for any
period, the ratio of (a) EBITDA for such period minus the sum of (1)
Non Financed Capital Expenditures made during such period, plus (2)
cash taxes paid during such period, plus (3) cash distributions or
dividends actually paid during such period by the Company to its
stockholders and all amounts paid by the Company to repurchase Equity
from its stockholders during such period, to (b) the sum of (1)
scheduled principal payments on Funded Indebtedness during such period
(including scheduled reductions in the Canadian Equipment Component and
the US Equipment Component assuming that such reduction commenced on
April 1, 2002), plus (2) Adjusted Interest Expense for such period,
plus (3) principal payments on the Exchange Notes and the CCS Notes and
payments made to repurchase, redeem or otherwise retire the Exchange
Notes or the CCS Notes (including any Principal Return Payment) during
and after such period (any such payments made after such period shall
be included as if such payments had occurred on the first day of such
period).
1.2 ADDITIONAL DEFINITIONS. Section 1.1 of the Credit
Agreement shall be amended to add thereto in alphabetical order the following
defined terms:
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"EIGHTH AMENDMENT" shall mean the Eighth Amendment to Amended
and Restated Credit Agreement dated as of December 20, 2004, by and
among the Borrowers, the Administrative Agent and the Lenders.
"EXCHANGE NOTE DOCUMENTS" shall mean the Exchange Notes, the
Exchange Notes Indenture and each other material document, instrument
or agreement to which the Company or any of its Subsidiaries is or may
hereafter become a party pertaining to the Exchange Notes.
"EXCHANGE NOTES" shall mean the 4.00% Convertible Senior
Subordinated Notes due 2033 to be issued by the Company in an aggregate
principal amount not exceeding $120,000,000 and having the terms set
forth in the Exchange Notes Indenture.
"EXCHANGE NOTES INDENTURE" means the Indenture dated December
30, 2004, related to the Company's 2004 4.00% Convertible Senior
Subordinated Notes due 2033 and attached as Exhibit A to the Eighth
Amendment.
"PRINCIPAL RETURN PAYMENT" shall have the meaning set forth in
Section 7.27 hereto.
1.3 AMENDMENT TO PERMITTED INDEBTEDNESS COVENANT. Clause (k)
of Section 7.2 of the Credit Agreement is hereby amended and restated in its
entirety to read in full as follows:
(k) The Indebtedness evidenced by the CCS Notes and the
Exchange Notes (provided that the aggregate principal amount of the
Exchange Notes is equal to the aggregate principal amount of CCS Notes
received by the Company (and immediately retired) in exchange for the
issuance of the Exchange Notes).
1.4 AMENDMENT TO DESIGNATION OF "DESIGNATED SENIOR
INDEBTEDNESS" COVENANT. Section 7.25 of the Credit Agreement is hereby amended
and restated in its entirety to read in full as follows:
Section 7.25 DESIGNATION OF "DESIGNATED SENIOR INDEBTEDNESS".
Designate any Indebtedness other than the Lender Indebtedness as (a)
"Designated Senior Indebtedness" (as defined in the Indenture
referenced in the definition of CCS Note Documents) for purposes of the
CCS Note Documents, and (b) "Designated Senior Indebtedness" (as
defined in the Exchange Notes Indenture) for purposes of the Exchange
Note Documents.
1.5 ADDITION OF COVENANT. A new Section 7.27 is hereby added
to the Credit Agreement to read in full as follows:
Section 7.27. EXCHANGE NOTES CONVERSION. Make any payment of
principal with respect to the Exchange Notes or any payment to
repurchase, redeem or otherwise retire any of the Exchange Notes,
including the payment in cash of any Principal Return (as defined in
the Exchange Notes Indenture), or
4
permit any Credit Party to do the foregoing, except the Company may pay
Principal Return with respect to (and deliver the other consideration
in respect of the Conversion Value (as defined in the Exchange Notes
Indenture), as contemplated by the Exchange Notes, upon conversion
thereof) Exchange Notes presented for conversion pursuant to and in
accordance with the terms of the Exchange Notes Indenture (each such
payment in respect of Principal Return being, a "PRINCIPAL RETURN
PAYMENT") so long as (a) the Borrowers' Fixed Charge Coverage Ratio for
the Rolling Period most recently ended for which Current Information is
available as of the date of such Principal Return Payment is not less
than 1.00 to 1.00 and assuming that for purposes of calculating the
Fixed Charge Coverage Ratio for such Rolling Period such Principal
Return Payment occurred on the first day of such applicable Rolling
Period, and (2) no Default exists or will exist after giving effect to
such Principal Return Payment.
SECTION 2. REPRESENTATIONS AND WARRANTIES. In order to induce each
Agent and each Lender to enter into this Eighth Amendment, the Borrowers hereby
jointly and severally represent and warrant to each Agent and each Lender that:
2.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties of each Borrower contained in the Financing
Documents is true and correct in all material respects as of the date hereof
(except to the extent that such representations and warranties are expressly
made as of a particular date, in which event such representations and warranties
were true and correct as of such date).
2.2 DUE AUTHORIZATION, NO CONFLICTS. The execution, delivery
and performance by the Borrowers of this Eighth Amendment and all other
documents, instruments or agreements executed by any of the Borrowers in
connection with this Eighth Amendment, are within the Borrowers' corporate,
partnership, unlimited liability company, or limited liability company powers,
as applicable, have been duly authorized by all necessary corporate,
partnership, unlimited liability company or limited liability company action,
require no action by or in respect of, or filing with, any governmental body,
agency or official and do not violate or constitute a default under any
provision of applicable law or any material agreement binding upon the Borrowers
or their Subsidiaries, or result in the creation or imposition of any Lien upon
any of the assets of the Borrowers or their Subsidiaries except for Permitted
Liens.
2.3 VALIDITY AND BINDING EFFECT. This Eighth Amendment and all
other documents, instruments or agreements executed by any of the Borrowers in
connection with this Eighth Amendment each constitutes the valid and binding
obligations of the applicable Borrowers enforceable in accordance with their
respective terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally,
and the availability of equitable remedies may be limited by equitable
principles of general application.
2.4 ABSENCE OF DEFAULTS. Neither a Default nor an Event of
Default has occurred which is continuing.
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2.5 NO DEFENSE. No Borrower has any defense to payment,
counterclaim or rights of set-off with respect to the Lender Indebtedness on the
date hereof.
SECTION 3. MISCELLANEOUS.
3.1 REAFFIRMATION OF FINANCING DOCUMENTS; EXTENSION OF LIENS.
Any and all of the terms and provisions of the Credit Agreement and the
Financing Documents shall, except as amended and modified hereby, remain in full
force and effect. Each Borrower hereby extends each Lien granted by such
Borrower to secure the Lender Indebtedness (or Canadian Lender Indebtedness in
the case of Canadian Borrowers) until the Lender Indebtedness (or Canadian
Lender Indebtedness in the case of Canadian Borrowers) has been paid in full,
and agree that the amendments and modifications herein contained shall in no
manner affect or impair the Lender Indebtedness (or Canadian Lender Indebtedness
in the use of Canadian Borrowers) or the Liens securing payment and performance
thereof, all of which are ratified and confirmed.
3.2 FEES AND EXPENSES. The Borrowers hereby agree to pay on
demand all fees and expenses due and owning in connection with this Eighth
Amendment, including, without limitation, all fees and expenses of Xxxxxx &
Xxxxxx L.L.P., counsel to the Administrative Agent.
3.3 PARTIES IN INTEREST. All of the terms and provisions of
this Eighth Amendment shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns.
3.4 COUNTERPARTS, EFFECTIVENESS OF EIGHTH AMENDMENT. This
Eighth Amendment may be executed in counterparts, and all parties need not
execute the same counterpart; however, no party shall be bound by this Eighth
Amendment until this Eighth Amendment has been executed by each Borrower and the
Required Lenders, at which time this Eighth Amendment shall be binding on,
enforceable against and inure to the benefit of the Borrowers, each Agent and
all Lenders. Facsimiles shall be effective as originals.
3.5 COMPLETE AGREEMENT. THIS Eighth Amendment, THE CREDIT
AGREEMENT AND THE OTHER FINANCING DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
3.6 HEADINGS. The headings, captions and arrangements used in
this Eighth Amendment are, unless specified otherwise, for convenience only and
shall not be deemed to limit, amplify or modify the terms of this Eighth
Amendment, nor affect the meaning thereof.
3.7 NO IMPLIED WAIVERS. No failure or delay on the part of the
Lenders or the Agents in exercising, and no course of dealing with respect to,
any right, power or privilege under this Eighth Amendment, the Credit Agreement
or any other Financing Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege under this Eighth
Amendment, the Credit Agreement or any other Financing Document
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preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.
3.8 REVIEW AND CONSTRUCTION OF DOCUMENTS. The Borrowers hereby
acknowledge, and represent and warrant to the Lenders, that (a) the Borrowers
have had the opportunity to consult with legal counsel of their own choice and
have been afforded an opportunity to review this Eighth Amendment with their
legal counsel, (b) the Borrowers have reviewed this Eighth Amendment and fully
understand the effects thereof and all terms and provisions contained herein,
(c) the Borrowers have executed this Eighth Amendment of their own free will and
volition, and (d) this Eighth Amendment shall be construed as if jointly drafted
by the Borrowers and the Lenders. The recitals contained in this Eighth
Amendment shall be construed to be part of the operative terms and provisions of
this Eighth Amendment.
3.9 ARMS-LENGTH/GOOD FAITH. This Eighth Amendment has been
negotiated at arms-length and in good faith by the parties hereto.
3.10 INTERPRETATION. Wherever the context hereof shall so
require, the singular shall include the plural, the masculine gender shall
include the feminine gender and the neuter and vice versa. The headings,
captions and arrangements used in this Eighth Amendment are for convenience only
and shall not affect the interpretation of this Eighth Amendment.
3.11 SEVERABILITY. In case any one or more of the provisions
contained in this Eighth Amendment shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Eighth
Amendment shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein.
3.12 FURTHER ASSURANCES. The Borrowers agree to execute,
acknowledge, deliver, file and record such further certificates, instruments and
documents, and to do all other acts and things, as may be requested by the
Lenders or the Agents as necessary or advisable to carry out the intents and
purposes of this Eighth Amendment.
3.13 WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT ALLOWED BY
APPLICABLE LAW, EACH OF THE BORROWERS, THE AGENTS, THE ISSUING BANKS AND THE
LENDERS (i) IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO ANY FINANCING DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN; (ii) IRREVOCABLY WAIVE ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFY THAT NO
PARTY HERETO NOR ANY REPRESENTATIVE OR COUNSEL FOR ANY PARTY HERETO HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND (iv)
ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THIS EIGHTH AMENDMENT, THE
CREDIT AGREEMENT, THE OTHER FINANCING DOCUMENTS AND THE TRANSACTIONS
7
CONTEMPLATED HEREBY AND THEREBY BASED UPON, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.
[Signature Pages Follow]
8
SIGNATURE PAGE
TO
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED DECEMBER 20, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
IN WITNESS WHEREOF, the parties hereto have executed this Eighth
Amendment as of the day and year first above written.
JPMORGAN CHASE BANK, N.A., as a Lender, as
the Issuing Bank, as the Swingline Lender
and as the Administrative Agent
By:
-----------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxx
Vice President
JPMORGAN CHASE BANK, TORONTO BRANCH, as
a Lender
By:
-----------------------------------------
Xxxxxxxxx Xxxx
Vice President
CIT BUSINESS CREDIT CANADA INC., as a Lender
and as the Canadian Administrative Agent
By:
-----------------------------------------
-----------------------------------
-----------------------------------
Signature Page
SIGNATURE PAGE
TO
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED DECEMBER 20, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
GENERAL ELECTRIC CAPITAL CORPORATION, as a
Lender and as the Documentation Agent
By:
-----------------------------------------
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-----------------------------------
Signature Page
SIGNATURE PAGE
TO
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED DECEMBER 20, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
GENERAL ELECTRIC CAPITAL CANADA INC., as a
Lender
By:
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-----------------------------------
THE CIT GROUP/BUSINESS CREDIT, INC., as a
Lender
By:
-----------------------------------------
-----------------------------------
-----------------------------------
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:
-----------------------------------------
-----------------------------------
-----------------------------------
FLEET CAPITAL GLOBAL FINANCE, INC., as a
Lender
By:
-----------------------------------------
-----------------------------------
-----------------------------------
Signature Page
SIGNATURE PAGE
TO
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED DECEMBER 20, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
FLEET CAPITAL CORPORATION, as a Lender
By:
-----------------------------------------
-----------------------------------
-----------------------------------
RBC CENTURA BANK, as a Lender
By:
-----------------------------------------
-----------------------------------
-----------------------------------
ROYAL BANK OF CANADA, as a Lender
By:
-----------------------------------------
-----------------------------------
-----------------------------------
CITIZENS BUSINESS CREDIT, as a Lender
By:
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Signature Page
SIGNATURE PAGE
TO
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED DECEMBER 20, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
MAVERICK TUBE CORPORATION
By:
-----------------------------------------
Xxxxxx X. Xxxxx
Vice President
XXXXXX, X.X.
By: Precision GP, LLC, its general partner
By: Maverick Tube Corporation, its
sole member
By:
---------------------------------
Xxxxxx X. Xxxxx
Vice President
SEAC ACQUISITION, LLC
By: Maverick Tube Corporation, its sole
member
By:
---------------------------------
Xxxxxx X. Xxxxx
Vice President
MAVERICK C&P, INC.
By:
-----------------------------------------
Xxxxxx X. Xxxxx
Vice President
Signature Page
SIGNATURE PAGE
TO
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED DECEMBER 20, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
MAVERICK INVESTMENT, LLC
By: Maverick Tube Corporation,
its sole member
By:
--------------------------------
Xxxxxx X. Xxxxx
Vice President
MAVERICK TUBE, L.P.
By: Maverick GP, LLC,
its general partner
By: Maverick Tube Corporation,
its sole member
By:
-----------------------
Xxxxxx X. Xxxxx
Vice President
PRECISION TUBE HOLDING, LLC
By: Maverick Tube Corporation,
its sole member
By:
--------------------------------
Xxxxxx X. Xxxxx
Vice President
Signature Page
SIGNATURE PAGE
TO
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED DECEMBER 20, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
MAVERICK GP, LLC
By: Maverick Tube Corporation,
its sole member
By:
--------------------------------
Xxxxxx X. Xxxxx
Vice President
PRECISION GP, LLC
By: Maverick GP, LLC, its sole member
By: Maverick Tube Corporation,
its sole member
By:
-----------------------
Xxxxxx X. Xxxxx
Vice President
PRECISION TUBE TECHNOLOGY, L.P.
By: Precision GP, LLC, its general
partner
By: Maverick GP, LLC, its sole
member
By: Maverick Tube Corporation,
its sole member
By:
-----------------------
Xxxxxx X. Xxxxx
Vice President
Signature Page
SIGNATURE PAGE
TO
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED DECEMBER 20, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
PRUDENTIAL STEEL LTD.
By:
-----------------------------------------
Xxxxxx X. Xxxxx
Vice President and Secretary
MAVERICK TUBE (CANADA) INC.
By:
-----------------------------------------
Xxxxxx X. Xxxxx
Vice President and Secretary
MAVERICK EXCHANGECO (NOVA SCOTIA) ULC
By:
-----------------------------------------
Xxxxxx X. Xxxxx
Vice President and Secretary
PRECISION TUBE CANADA LIMITED
By:
-----------------------------------------
Xxxxxx X. Xxxxx
President
MAVERICK TUBE CANADA GP, LTD.
By:
-----------------------------------------
Xxxxxx X. Xxxxx
President
Signature Page
SIGNATURE PAGE
TO
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED DECEMBER 20, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
MAVERICK TUBE CANADA LP
By: Maverick Tube Canada GP, Ltd.,
its general partner
By:
--------------------------------
Xxxxxx X. Xxxxx
President
MAVERICK TUBE INTERNATIONAL HOLDINGS, INC.
By:
-----------------------------------------
Xxxxxx X. Xxxxx
Vice President
MAVERICK TUBE CANADA ULC
By:
-----------------------------------------
Xxxxxx X. Xxxxx
Director
PRUDENTIAL STEEL HOLDINGS, ULC
By:
-----------------------------------------
Xxxxxx X. Xxxxx
President
Signature Page
EXHIBIT A
EXCHANGE NOTES INDENTURE
(TO BE ATTACHED)
Exhibit A-1
