Maverick Tube Corporation
Seventh Amendment to Secured Credit Agreement
Xxxxxx Trust and Savings Bank
Chicago, Illinois
Firstar Bank Missouri, N.A.
(successor by merger to Mercantile Bank National Association)
St. Louis, Missouri
Ladies and Gentlemen:
Reference is hereby made to that certain Secured Credit Agreement dated as of
September 18, 1998 (as heretofore amended the "Credit Agreement") among the
undersigned, Maverick Tube Corporation, a Delaware corporation (the "Borrower"),
you (the "Banks") and Xxxxxx Trust and Savings Bank, as agent for the Banks (the
"Agent"). All defined terms used herein shall have the same meaning as in the
Credit Agreement unless otherwise defined herein.
The Borrower, the Agent and the Banks wish to amend the Credit Agreement and to
modify certain other terms and conditions of the Credit Agreement, all on the
terms and conditions set forth in this Amendment.
Section 1. Amendments to Credit Agreement.
Upon satisfaction of all of the conditions precedent set forth in Section 2
hereof, the Credit Agreement shall be amended as follows:
1.1. The first paragraph of Section 1.1(b) of the Credit Agreement is hereby
amended in its entirety and as so amended shall be restated to read as follows:
(b) The Revolving Credit shall consist of a base revolving credit (the "Base
Credit") in an aggregate principal amount at any one time outstanding of up to
$50,000,000, which shall be available at all times during the term of this
Agreement and an excess revolving credit (the "Excess Credit") in an aggregate
principal amount at any one time outstanding of up to $20,000,000, which shall
be available only during the period commencing on August 14, 2000 to and
including October 31, 2000 (the "Excess Credit Availability Period").
1.2. Section 7.16 of the Credit Agreement shall be amended by adding thereto the
following sentence immediately at the end thereof:
Notwithstanding anything contained in this 7.16 to the contrary, the sum of
(i) all investments by the Borrower or any Guarantor in, (ii) all loans and
advances by the Borrower or any Guarantor to, and (iii) all guarantees by the
Borrower or any Guarantor of indebtedness of, any Subsidiary of the Borrower
which is not a Guarantor shall not aggregate an amount in excess of $1,000,000
at any one time outstanding.
1.3. Exhibit E to the Credit Agreement is hereby amended in its entirety and as
so amended shall be restated to read as set forth on Exhibit E hereto.
1.4. Exhibit L to the Credit Agreement is hereby amended in its entirety and as
so amended shall be restated to read as set forth on Exhibit L hereto.
Section 2. Waiver
2.1. The Borrower has informed the Banks that it is contemplating the purchase
(such purchase being referred to herein as the "Prudential Purchase") of 100% of
the issued and outstanding capital stock of Prudential Steel Ltd., an Alberta
Corporation ("Prudential"), on the terms and conditions set forth in that
certain Combination Agreement dated as of June 11, 2000, between the Borrower
and Prudential. Sections 7.6(d) and 7.16(i) of the Credit Agreement restrict the
Borrower's ability to enter into mergers and acquisitions. The Borrower has
requested that the Banks waive compliance with Sections 7.6(d) and 7.16(i) of
the Credit Agreement in order to permit consummation of the Purchase.
Accordingly, the Banks hereby waive compliance with Sections 7.6(d) and 7.16(i)
of the Credit Agreement to the extent and only to the extent necessary to permit
the Company to consummate the Prudential Purchase.
2.2. The Borrower has informed the Banks that it was not in compliance with
Section 7.9 of the Credit Agreement during the period from and including June 1,
2000 through and including August 31, 2000. The Borrower has requested that the
Banks waive compliance with Section 7.9 of the Credit Agreement during such
period. Accordingly, the Banks hereby waive compliance by the Borrower with
Section 7.9 of the Credit Agreement for the period from and including June 1,
2000 through and including August 31, 2000.
2.3. The Borrower hereby acknowledges and agrees that it remains obligated to
comply with all other terms and conditions of the Credit Agreement and the Loan
Documents as if the waivers set forth above had not been granted.
Section 3. Conditions Precedent.
The effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:
3.1. The Borrower, the Agent and the Banks shall have executed this Amendment
(such execution may be in several counterparts and the several parties hereto
may execute on separate counterparts).
3.2. The Agent shall have received copies (executed or certified as may be
appropriate) of all legal documents or proceedings taken in connection with the
execution and delivery of this Amendment and the other instruments and documents
contemplated hereby and an opinion of counsel to the Borrower, in form and
substance satisfactory to the Banks.
3.3. The Agent shall have received copies, certified by the secretary or
assistant secretary of the Borrower, of resolutions regarding the transactions
contemplated by this Amendment, duly adopted by the Board of Directors of the
Borrower, and satisfactory in form and substance to all of the Banks.
3.4. A Guarantor's Consent for the benefit of the Banks shall have been executed
and delivered by each Guarantor to the Agent, a form of which is attached
hereto.
3.5. The Borrower shall be in full compliance with all of the terms and
conditions of the Loan Documents and no Event of Default or Potential Default
shall have occurred and be continuing thereunder or shall result after giving
effect to this Amendment.
3.6. The Agent shall receive on behalf of the Banks certified executed copies of
the Combination Agreement and each of the other documents and opinions set forth
in Article Five and Article Seven of the Combination Agreement.
3.7. Legal matters incident to the execution and delivery of this Amendment
shall be satisfactory to each of the Banks and their legal counsel.
Section 4. Representations And Warranties.
The Borrower, by its execution of this Amendment, hereby certifies and warrants
the following:
(a) each of the representations and warranties set forth in Section 5 of the
Credit Agreement is true and correct as of the date hereof as if made on the
date hereof, except that the representations and warranties made under
Section 5.2 shall be deemed to refer to the most recent annual report furnished
to the Banks by the Borrower; and
(b) the Borrower is in full compliance with all of the terms and conditions of
the Credit Agreement and no Event of Default or Potential Default has occurred
and is continuing thereunder.
Section 5. Miscellaneous.
5.1. The Borrower has heretofore executed and delivered to the Agent the
Security Agreement and the Borrower hereby agrees that notwithstanding the
execution and delivery hereof, such Security Agreement shall be and remain in
full force and effect and that any rights and remedies of the Agent thereunder,
obligations of the Borrower thereunder and any liens or security interests
created or provided for thereunder shall be and remain in full force and effect,
shall not be affected, impaired or discharged thereby and shall secure all of
its indebtedness, obligations and liabilities to the Agent and the Banks under
the Credit Agreement as amended hereby. Nothing herein contained shall in any
manner affect or impair the priority of the liens and security interests created
and provided for by the Security Agreement as to the indebtedness which would be
secured thereby prior to giving effect hereto.
5.2. Reference to this specific Amendment need not be made in any note,
document, letter, certificate, any security agreement, or any communication
issued or made pursuant to or with respect to the Credit Agreement, any
reference to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.
5.3. This Amendment may be executed in any number of counterparts, and by the
different parties on different counterparts, all of which taken together shall
constitute one and the same agreement. Any of the parties hereby may execute
this agreement by signing any such counterpart and each of such counterparts
shall for all purposes be deemed to be an original. This agreement shall be
governed by the internal laws of the State of Illinois.
5.4. The Borrower agrees to pay all reasonable costs and expenses, including
without limitation attorneys fees, incurred by the Agent and each of the Banks
in connection with the preparation, negotiation, execution and delivery of this
Amendment and the other documents contemplated hereby.
Upon acceptance hereof by the Agent and the Banks in the manner hereinafter set
forth, this Amendment shall be a contract between us for the purposes
hereinabove set forth.
Dated as of September 22, 2000.
Maverick Tube Corporation
By /s/ Xxxxx Xxxxxxxxx
Its President
Accepted and agreed to as of the day and year last above written.
Xxxxxx Trust and Savings Bank,
individually and as Agent
By /s/ Xxxxxx Xxxxx
Its Vice President
Firstar Bank Missouri, N.A. (successor by merger to
Mercantile Bank National Association)
By /s/ Xxxxx Xxxxxx
Its Vice President
Guarantor's Consent
The undersigned, Maverick Investment Corporation and Maverick Tube, L.P. have
heretofore executed and delivered to the Banks a Guaranty Agreement dated
September 18, 1998 (the "Guaranty"), pursuant to which the undersigned have
jointly and severally guaranteed all of the indebtedness, obligations and
liabilities of Maverick Tube Corporation owing to the Agent and the Banks. The
undersigned hereby agree that Maverick Tube Corporation and the Banks may enter
into the foregoing Amendment and the transactions contemplated thereby, and that
the foregoing Amendment shall not in any way affect or impair or modify the
terms or provisions of, or the obligations of the undersigned under, the
Guaranty. The undersigned further agree that their consent to any further
amendments to the Loan Documents, or to the foregoing Amendment or any other
documents which the Banks and Maverick Tube Corporation may enter into from time
to time hereafter, shall not be required as a result of this consent having been
obtained.
Maverick Investment Corporation
By /s/ Xxxxx Xxxxxxxxx
Its President
Maverick Tube, L.P.
By: Maverick Tube Corporation
Its: General Partner
By /s/ Xxxxx Xxxxxxxxx
Its President
