EXHIBIT 10.1
NINTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "NINTH
AMENDMENT") is executed as of the 14th day of March, 2005, 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"), Tubular Transport Services,
Inc., a Texas corporation ("TTS" and collectively with the Company, XxxXXX,
SEAC, C&P, Investment, Tube, Holding, Maverick GP, Precision GP and Precision,
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.
W I T N E S S E T H:
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 Ninth
Amendment), pursuant to which the Lenders provide certain financing to the
Borrowers in accordance with the terms and conditions set forth therein; and
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WHEREAS, the Borrowers have requested that the Lenders agree to amend
certain provisions of the Credit Agreement to (a) allow for up to an aggregate
amount of $20,000,000 in loans to or investments in the Canadian Borrowers by
the US Borrowers, (b) permit the sale and leaseback of TTS' railcars, (c)
increase the amount of Capital Expenditures permitted in connection with the
establishment of the Consolidated Facility by $7,000,000, (d) allow for up to
$12,000,000 of Capital Expenditures for plant expansion at Precision's facility
located in Houston, Texas, and (e) allow for the creation of new subsidiaries by
the Company in connection with the establishment of the Consolidated Facility;
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 Ninth Amendment, the Credit Agreement
shall be amended effective as of the date hereof in the manner provided in this
Section 1.
1.1 AMENDED DEFINITION. The definition of "FINANCING DOCUMENTS"
contained in Section 1.1 of the Credit Agreement shall be amended to read in
full as follows:
"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 Ninth 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.
1.2 ADDITIONAL DEFINITIONS. Section 1.1 of the Credit Agreement shall
be amended to add thereto in alphabetical order the following defined terms:
"NINTH AMENDMENT" shall mean the Ninth Amendment to Amended and
Restated Credit Agreement dated as of March 14, 2005, by and among the
Borrowers, the Administrative Agent and the Lenders.
"TTS" means Tubular Transport Services, Inc., a Texas corporation
and a US Borrower.
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1.3 AMENDMENT TO INDEBTEDNESS COVENANT. Section 7.2 of the Credit
Agreement shall be amended to delete the "and" at the end of clause (l), to
delete the period at the end of clause (m) thereof, to insert in lieu of such
period "; and", and to add thereto a new clause (n) which shall read in full as
follows:
(n) loans and advances made by any US Borrower to any Canadian
Borrower; provided, that, the aggregate amount of loans and advances and
all investments and loans made by US Borrowers in or to Canadian Borrowers
shall not exceed $20,000,000 outstanding at any time.
1.4 AMENDMENT TO MERGER, SALES, ETC. COVENANT. Section 7.4 of the
Credit Agreement shall be amended to delete the "and" at the end of clause (k),
to insert the following at the end of clause (l) thereof:
, and (m) TTS may sell and lease back up to 91 railcars it owns as of March
14, 2005 pursuant to a sale and leaseback transaction with a third party in
the business of providing such financing arrangements and otherwise on
terms acceptable to the Administrative Agent in its sole and absolute
discretion.
1.5 AMENDMENT TO INVESTMENT; LOANS; ETC. COVENANT. Section 7.6 of the
Credit Agreement shall be amended to delete the "and" at the end of clause (j),
to delete the period at the end of clause (k) thereof, to insert in lieu of such
period "; and", and to add thereto a new clause (l) which shall read in full as
follows:
(l) loans, advances and investments by any US Borrower to or in any
Canadian Borrower; provided, that, the sum of the aggregate amount of all
loans, advances and investments made by US Borrowers to or in Canadian
Borrowers shall not exceed $20,000,000 outstanding at any time.
1.6 AMENDMENT TO SALES AND LEASEBACKS COVENANT. Section 7.7 of the
Credit Agreement shall be amended to add the following immediately before the
period at the end of such section:
; provided, that, TTS shall be permitted to enter into a sale and
leaseback transaction pursuant to which it will sell and lease back up to
91 railcars it owns as of March 14, 2005 with a third party in the business
of providing such financing arrangements and otherwise on terms acceptable
to the Administrative Agent in its sole and absolute discretion.
1.7 AMENDMENT TO CAPITAL EXPENDITURES COVENANT. Section 7.15 of the
Credit Agreement shall be amended and restated in its entirety to read as
follows:
Section 7.15 CAPITAL EXPENDITURES. Make Capital Expenditures in any
Fiscal Year in excess of (a) $30,000,000 in the aggregate for all
Borrowers, plus (b) up to an additional $62,000,000 in Fiscal Years 2004
and 2005 (such $62,000,000 to be an aggregate limit for both such Fiscal
Years combined) for the construction and outfitting of the Consolidated
Facility, plus (c) $12,000,000 in Fiscal Year 2005 for the expansion of the
production capacity at Precision's
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Houston, Texas facility; provided, that, no Capital Expenditures shall be
made (and no Borrower shall enter into any commitment to make any Capital
Expenditure) if, before or after giving effect to the making of such
Capital Expenditure (or entering into such commitment), a Default exists or
would result therefrom.
1.8 AMENDMENT TO ACQUISITIONS; CREATION OF SUBSIDIARIES COVENANT.
Section 7.17 of the Credit Agreement shall be amended and restated in its
entirety to read as follows:
Section 7.17 ACQUISITIONS; CREATION OF SUBSIDIARIES. Create or acquire
any Subsidiary or any asset or operating division of any other Person other
than (i) the Acquisition Transactions, (ii) the Merger Transactions, (iii)
the formation of SC Acquisition, (iv) the Texas Arai Acquisition
Transactions, (v) the purchase of inventory in the ordinary course of
business, (vi) the purchase of capital assets expressly permitted
hereunder, and (vii) the creation of directly or indirectly wholly owned
domestic subsidiaries of the Company in connection with the establishment
of the Consolidated Facility; provided, that, the creation of such directly
or indirectly wholly owned subsidiaries shall be subject to the provisions
of this Agreement, including, without limitation, each such Subsidiary
being required to become a US Borrower hereunder pursuant to Section 6.9
hereof.
SECTION 2. REPRESENTATIONS AND WARRANTIES. In order to induce each
Agent and each Lender to enter into this Ninth 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 Ninth Amendment and all other documents,
instruments or agreements executed by any of the Borrowers in connection with
this Ninth 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 Ninth Amendment and all other
documents, instruments or agreements executed by any of the Borrowers in
connection with this Ninth 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
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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.
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 Ninth 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 Ninth
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
3.4 COUNTERPARTS, EFFECTIVENESS OF NINTH AMENDMENT. This Ninth
Amendment may be executed in counterparts, and all parties need not execute the
same counterpart; however, no party shall be bound by this Ninth Amendment until
this Ninth Amendment has been executed by each Borrower and all Lenders, at
which time this Ninth 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 Ninth 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
Ninth Amendment are, unless specified otherwise, for convenience only and shall
not be deemed to limit, amplify or modify the terms of this Ninth Amendment, nor
affect the meaning thereof.
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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 Ninth 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 Ninth
Amendment, the Credit Agreement or any other Financing Document 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 Ninth Amendment with their
legal counsel, (b) the Borrowers have reviewed this Ninth Amendment and fully
understand the effects thereof and all terms and provisions contained herein,
(c) the Borrowers have executed this Ninth Amendment of their own free will and
volition, and (d) this Ninth Amendment shall be construed as if jointly drafted
by the Borrowers and the Lenders. The recitals contained in this Ninth Amendment
shall be construed to be part of the operative terms and provisions of this
Ninth Amendment.
3.9 ARMS-LENGTH/GOOD FAITH. This Ninth 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 Ninth Amendment are for convenience only and shall not
affect the interpretation of this Ninth Amendment.
3.11 SEVERABILITY. In case any one or more of the provisions
contained in this Ninth 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 Ninth
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
Ninth 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
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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 NINTH AMENDMENT, THE
CREDIT AGREEMENT, THE OTHER FINANCING DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY BASED UPON, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Ninth 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: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxx
Vice President
JPMORGAN CHASE BANK, N.A., TORONTO
BRANCH, as a Lender
By: /s/ Xxxxxxxxx Xxxx
--------------------------------------
Xxxxxxxxx Xxxx
Vice President
CIT BUSINESS CREDIT CANADA INC., as
a Lender and as the Canadian
Administrative Agent
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Xxxxxx Xxxxxx
Senior Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender and as the Documentation
Agent
By: /s/ Xxxxxxx Canon
-------------------------------------
Xxxxxxx Canon
Its Duly Authorized Signatory
GENERAL ELECTRIC CAPITAL CANADA INC.,
as a Lender
By: /s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
Vice President
General Electric Capital Canada Inc.
Signature Page
THE CIT GROUP/BUSINESS CREDIT, INC., as a
Lender
By: /s/ Xxxxx Xxxxx
--------------------------------------
Xxxxx Xxxxx
Vice President
U.S. BANK NATIONAL ASSOCIATION, as a
Lender
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------
Xxxxxx Xxxxxxxx
Vice President
FLEET CAPITAL GLOBAL FINANCE, INC., as a
Lender
By: /s/ Xxxx XxXxxxxx
--------------------------------------
Vice President
Xxxx XxXxxxxx
FLEET CAPITAL CORPORATION, as a Lender
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxxxx
SVP
RBC CENTURA BANK, as a Lender
By: /s/ E. Xxxx Xxxxxxxxxxxx
--------------------------------------
E. Xxxx Xxxxxxxxxxxx
Market Manager
ROYAL BANK OF CANADA, as a Lender
By: /s/ X. Xxxxxx
--------------------------------------
X. Xxxxxx
Authorized Signatory
Signature Page
CITIZENS BUSINESS CREDIT, as a Lender
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx
Vice President
MAVERICK TUBE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Xxxxxx X. Xxxxx
Vice President
XXXXXX, X.X.
By: Precision GP, LLC, its general partner
By: Maverick Tube Corporation, its
sole member
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Xxxxxx X. Xxxxx
Vice President
SEAC ACQUISITION, LLC
By: Maverick Tube Corporation, its sole
member
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Vice President
MAVERICK C&P, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Xxxxxx X. Xxxxx
Vice President
MAVERICK INVESTMENT, LLC
By: Maverick Tube Corporation,
its sole member
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Vice President
Signature Page
MAVERICK TUBE, L.P.
By: Maverick GP, LLC,
its general partner
By: Maverick Tube Corporation,
its sole member
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx
Vice President
PRECISION TUBE HOLDING, LLC
By: Maverick Tube Corporation, its sole
member
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Vice President
MAVERICK GP, LLC
By: Maverick Tube Corporation, its sole
member
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Vice President
PRECISION GP, LLC
By: Maverick GP, LLC, its sole member
By: Maverick Tube Corporation, its sole
member
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx
Vice President
Signature Page
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: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Vice President
PRUDENTIAL STEEL LTD.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Xxxxxx X. Xxxxx
Vice President and Secretary
MAVERICK TUBE (CANADA) INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Xxxxxx X. Xxxxx
Vice President and Secretary
MAVERICK EXCHANGECO (NOVA SCOTIA) ULC
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Xxxxxx X. Xxxxx
Vice President and Secretary
PRECISION TUBE CANADA LIMITED
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Xxxxxx X. Xxxxx
President
MAVERICK TUBE CANADA GP, LTD.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Xxxxxx X. Xxxxx
President
Signature Page
MAVERICK TUBE CANADA LP
By: Maverick Tube Canada GP, Ltd., its general
partner
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Xxxxxx X. Xxxxx
President
MAVERICK TUBE INTERNATIONAL HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Xxxxxx X. Xxxxx
Vice President
MAVERICK TUBE CANADA ULC
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Xxxxxx X. Xxxxx
Director
PRUDENTIAL STEEL HOLDINGS, ULC
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Xxxxxx X. Xxxxx
President
TUBULAR TRANSPORT SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Xxxxxx X. Xxxxx
Vice President
Signature Page
