EXHIBIT 10.29
FIFTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"FIFTH AMENDMENT") is executed as of the 10th day of March, 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, GP
Inc. and GP LLC, 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, 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 Fifth
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 been informed by their independent public
accounting firm, Ernst & Young L.L.P., that, absent amendments to the Credit
Agreement to address EITF 95-22, Balance Sheet Classification of Borrowings
Outstanding under Revolving Credit Agreements that include both a Subjective
Acceleration Clause and a Lock-Box Agreement, it will require a reclassification
of the Lender Indebtedness as a current liability in the Company's consolidated
annual audited financial statements for the Fiscal Year ended December 31, 2003;
and
WHEREAS, the Borrowers have informed the Lenders that amending the
Credit Agreement to incorporate a "springing" cash dominion lock-box arrangement
will avoid any reclassification of the Lender Indebtedness as a current
liability; and
WHEREAS, the Borrowers have informed the Lenders that they intend to
sell, transfer by charitable donation or otherwise dispose of the Real Property
located at (a) 0000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000 and
(b) 0000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000 (the Mortgaged
Real Property described in clauses (a) and (b) above are collectively referred
to herein as the "YOUNGSTOWN REAL PROPERTIES" and each individually as a
"YOUNGSTOWN REAL PROPERTY"); and
WHEREAS, the transfer of any Youngstown Real Property by charitable
donation is prohibited under the terms of the Credit Agreement; and
WHEREAS, the Borrowers have informed the Lenders (a) of the existence
of a revolving loan (the "PRECISION LOAN") from Holding to Precision Canada in
the aggregate outstanding amount of C$3,384,060.12 as of February 29, 2004 and
in a maximum aggregate principal amount of C$4,000,000 and (b) that Holding
desires to the transfer the Precision Loan from Holding to International
Holdings (the "PRECISION LOAN TRANSFER"); and
WHEREAS, the Precision Loan Transfer is prohibited under the terms of
the Credit Agreement; and
WHEREAS, the Borrowers have informed the Lenders of the existence of an
additional accumulated funding deficiency (the "ADDITIONAL FUNDING DEFICIENCY")
under that certain Prudential Steel Ltd. "SERP", a "specified multi-employer
plan" (as such term is defined in the Employment Pensions Plans Act (Alberta)),
in excess of the limitations currently set forth in the Credit Agreement and
that certain letter agreement dated February 28, 2003 by and among the
Borrowers, the Agents and the Lenders, which Additional Funding Deficiency is
due in part to fluctuations in the foreign currency exchange rates; and
WHEREAS, the Borrowers have requested that the Lenders (a) amend the
Credit Agreement to require the imposition of cash dominion by the Lenders only
in the event that Excess Availability is less than $50,000,000 or a Default or
an Event of Default occurs, (b) consent to the sale, transfer or other
disposition of the Youngstown Real Properties, (c) waive any breach and
violation of Sections 5.26 and 7.2 of the Credit Agreement resulting from the
failure to disclose and the continuing existence of the Precision Loan, (d)
consent to the Precision Loan Transfer, (e) waive any breaches and violations of
Sections 5.10(c) and 7.9(k)(3)
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of the Credit Agreement resulting from the Additional Funding Deficiency, and
(f) amend certain provisions of the Credit Agreement in connection therewith;
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 Fifth Amendment, but subject to the
satisfaction of each condition precedent contained in Section 3 hereof, 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 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:
"ACTIVATION NOTICE (CANADIAN)" shall have the meaning assigned
in Section 4.8 hereof.
"ACTIVATION NOTICE (US)" shall have the meaning assigned in
Section 4.7 hereof.
"ACTIVATION PERIOD" shall mean any period commencing on the
date that either (a) Excess Availability is less than $50,000,000 or (b) a
Default or an Event of Default occurs, and continuing throughout the term of
this Agreement.
"FIFTH AMENDMENT" shall mean the Fifth Amendment to Amended
and Restated Credit Agreement dated as of March 8, 2004, by and among the
Borrowers, the Agents and the Lenders.
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1.3 AMENDMENT TO APPLICATION OF PROCEEDS PROVISIONS.
Subsections (c) and (d) of Section 2.11 of the Credit Agreement shall be amended
and restated in their entirety to read as follows:
"(c) APPLICATION OF PROCEEDS FROM US BLOCKED ACCOUNT. Prior to
the time the Activation Notice (US) is in effect, the US Borrowers shall have
sole dominion and control over the funds on deposit in the US Blocked Account
and the Administrative Agent shall transfer or apply the funds on deposit
therein in accordance with the instructions of the US Borrowers. At any time the
Activation Period is in effect, the Administrative Agent may, in its sole
discretion, and shall, at the request of the Required Lenders, deliver an
Activation Notice (US) to the US Borrowers. On or before 11:00 a.m. (New York,
New York time) on each Business Day during the period that the Activation Notice
(US) is in effect, the Administrative Agent shall disburse to the appropriate
Agent or Lenders for application in accordance with Section 2.11(f), Section
2.11(h) and Section 2.11(k), all amounts then on deposit in the US Blocked
Account which the Administrative Agent shall have determined constitute
"collected funds" in accordance with the policies of the Administrative Agent
then in effect.
(d) APPLICATION OF PROCEEDS FROM CANADIAN BLOCKED ACCOUNT.
Prior to the time the Activation Notice (Canadian) is in effect, the Canadian
Borrowers shall have sole dominion and control over the funds on deposit in the
Canadian Blocked Account and the Canadian Administrative Agent shall transfer or
apply the funds on deposit therein in accordance with the instructions of the
Canadian Borrowers. At any time the Activation Period is in effect, the
Administrative Agent may in its sole discretion, and shall, at the request of
the Required Lenders, deliver an Activation Notice (Canadian) to the Canadian
Borrowers. Subject to Section 2.9(i), on or before 11:00 a.m. (New York, New
York time) on each Business Day during the period that the Activation Notice
(Canadian) is in effect, the Canadian Administrative Agent shall disburse (or
cause Canadian Lockbox Bank to disburse) to the appropriate Agent or Lenders for
application in accordance with Section 2.11(g) and Section 2.11(i) hereof all
amounts then on deposit in the Canadian Blocked Account which the Canadian
Administrative Agent shall have determined constitute "collected funds" in
accordance with the policies of the Canadian Administrative Agent then in
effect."
1.4 AMENDMENT TO US BLOCKED ACCOUNT PROVISION. The third
sentence of Section 4.5 of the Credit Agreement shall be amended and restated in
its entirety to read in full as follows:
"The US Borrowers hereby acknowledge and agree (a) that, at
any time after delivery of the Activation Notice (US), none of them nor the
other Credit Parties shall have any power of withdrawal over the funds in the US
Blocked Account, (b) that each US Credit Party has granted a Lien on and pledged
to Administrative Agent as additional collateral security for the US Lender
Indebtedness, in the US Blocked Account and all funds on deposit therein and
"control" has been established with respect to such US Blocked Account as
defined in Section 9.104 of the UCC, (c) no US Credit Party may unilaterally
terminate the US Blocked Account, and (d) at any time after delivery of an
Activation Notice (US), the US Blocked Account and all funds on deposit therein
shall be subject to the absolute dominion and control of the Administrative
Agent."
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1.5 AMENDMENT TO CANADIAN BLOCKED ACCOUNT PROVISION. The third
sentence of Section 4.6 of the Credit Agreement shall be amended and restated in
its entirety to read in full as follows:
"The Canadian Borrowers hereby acknowledge and agree (a) that,
at any time after delivery of the Activation Notice (Canadian), none of them nor
the other Credit Parties shall have any power of withdrawal over the funds in
the Canadian Blocked Account, (b) that each Canadian Credit Party has granted a
Lien on and pledged to the Canadian Administrative Agent as additional
collateral security for the Canadian Lender Indebtedness, the Canadian Blocked
Account and all funds on deposit therein, (c) no Canadian Credit Party may
unilaterally terminate the Canadian Blocked Account, and (d) at any time after
delivery of an Activation Notice (Canadian), the Canadian Blocked Account and
all funds on deposit therein shall be subject to the absolute dominion and
control of the Canadian Administrative Agent."
1.6 AMENDMENT TO THE MERGER, SALES, ETC. COVENANT. Section 7.4
of the Credit Agreement shall be amended to delete the "and" at the end of
clause (i) thereof, to insert "and" at the end of clause (j) thereof, and to add
thereto a new clause (k) which shall read in full as follows:
"(k) the Borrowers may sell, transfer by way of charitable
donation and/or otherwise dispose of the Real Property located at (1) 0000
Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000 and (2) 0000 Xxxxxx
Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000."
SECTION 2. LIMITED CONSENT AND WAIVERS. In reliance on the
representations, warranties, covenants and agreements contained in this Fifth
Amendment, and subject to the satisfaction of each condition precedent set forth
in Section 3 hereof, the Lenders hereby (a) waive any breach of Section 5.6 of
the Credit Agreement or violation of Section 7.2 of the Credit Agreement which
results solely from non-compliance, by the Borrowers with such covenant as a
result of the failure to disclose and the continuing existence of the Precision
Loan, (b) consent to Precision Loan Transfer, (c) waive any breach of the
representation and warranty contained in Section 5.10(c) of the Credit Agreement
resulting from the Additional Funding Deficiency and solely as a result of the
existence of a funding deficiency in the Prudential Steel Ltd. "SERP" in an
amount not to exceed C$4,000,000, and (d) waive the violation of Section
7.9(k)(3) of the Credit Agreement resulting from the Additional Funding
Deficiency and solely as a result of the existence of a funding deficiency in
the Prudential Steel Ltd. "SERP" in an amount not to exceed C$4,000,000;
provided, that, the consent and waivers contained in this Section 2 are
expressly limited as follows: (i) such waivers are limited solely to the
breaches and violations expressly described herein and shall not be applicable
to any other provision of any Financing Document or to any other breach or
violation of Section 5.10(c), Section 7.2 or Section 7.9(k)(3) of the Credit
Agreement with respect to any transaction, event or occurrence, and (ii) nothing
contained herein shall obligate the Lenders to grant any additional or future
consent or waivers of Section 5.10(c), Section 5.26, Section 7.2 or Section
7.9(k)(3) of the Credit Agreement or any other provision of any Financing
Document.
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SECTION 3. CONDITIONS PRECEDENT. The effectiveness of the amendments to
the Credit Agreement contained in Section 1 hereof and the consent and waivers
contained in Section 2 hereof is subject to the satisfaction of each of the
following conditions precedent:
3.1 AMENDMENT FEES. The Borrowers shall have paid to the
Administrative Agent for each Lender (for purposes of this provision only, each
Lender and its Related Affiliate, if any, shall be deemed to consist of a single
Lender) which executes and delivers this Fifth Amendment on or before March 8,
2004 an amendment fee in the amount of $5,000.
3.2 ADDITIONAL FEES AND EXPENSES. The Borrowers shall have
paid all fees and expenses incurred by the Administrative Agent in connection
with the preparation, negotiation and execution of this Fifth Amendment,
including, without limitation, all fees and expenses of Xxxxxx & Xxxxxx L.L.P.,
counsel to the Administrative Agent.
3.3 DOCUMENTATION. The Administrative Agent shall have
received such other documents, instruments and agreements as it or any Lender
may reasonably request, all in form and substance reasonably satisfactory to the
Administrative Agent and the Lenders.
3.4 NO DEFAULTS. After giving effect to this Fifth Amendment,
no Default or Event of Default shall exist.
SECTION 4. REPRESENTATIONS AND WARRANTIES. In order to induce each
Agent and each Lender to enter into this Fifth Amendment, the Borrowers hereby
jointly and severally represent and warrant to each Agent and each Lender that:
4.1 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).
4.2 DUE AUTHORIZATION, NO CONFLICTS. The execution, delivery
and performance by the Borrowers of this Fifth Amendment and all other
documents, instruments or agreements executed by any of the Borrowers in
connection with this Fifth 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.
4.3 VALIDITY AND BINDING EFFECT. This Fifth Amendment and all
other documents, instruments or agreements executed by any of the Borrowers in
connection with this Fifth 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.
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4.4 ABSENCE OF DEFAULTS. After giving effect to the amendments
set forth herein, neither a Default nor an Event of Default has occurred which
is continuing.
4.5 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 5. MISCELLANEOUS.
5.1 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.
5.2 PARTIES IN INTEREST. All of the terms and provisions of
this Fifth Amendment shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns.
5.3 COUNTERPARTS, EFFECTIVENESS OF FIFTH AMENDMENT. This Fifth
Amendment may be executed in counterparts, and all parties need not execute the
same counterpart; however, no party shall be bound by this Fifth Amendment until
(a) this Fifth Amendment has been executed by each Borrower and all Lenders, and
(b) the Borrowers have paid the fees required by Section 3 hereof, at which time
this Fifth 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.
5.4 COMPLETE AGREEMENT. THIS FIFTH 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.
5.5 HEADINGS. The headings, captions and arrangements used in
this Fifth Amendment are, unless specified otherwise, for convenience only and
shall not be deemed to limit, amplify or modify the terms of this Fifth
Amendment, nor affect the meaning thereof.
5.6 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 Fifth 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 Fifth
Amendment, the Credit Agreement or any other Financing Document
7
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.
5.7 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 Fifth Amendment with their
legal counsel, (b) the Borrowers have reviewed this Fifth Amendment and fully
understand the effects thereof and all terms and provisions contained herein,
(c) the Borrowers have executed this Fifth Amendment of their own free will and
volition, and (d) this Fifth Amendment shall be construed as if jointly drafted
by the Borrowers and the Lenders. The recitals contained in this Fifth Amendment
shall be construed to be part of the operative terms and provisions of this
Fifth Amendment.
5.8 ARMS-LENGTH/GOOD FAITH. This Fifth Amendment has been
negotiated at arms-length and in good faith by the parties hereto.
5.9 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 Fifth Amendment are for convenience only
and shall not affect the interpretation of this Fifth Amendment.
5.10 SEVERABILITY. In case any one or more of the provisions
contained in this Fifth 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 Fifth
Amendment shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein.
5.11 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 Fifth Amendment.
5.12 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 FIFTH AMENDMENT, THE
CREDIT AGREEMENT, THE OTHER FINANCING DOCUMENTS AND THE TRANSACTIONS
8
CONTEMPLATED HEREBY AND THEREBY BASED UPON, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.
[Signature Pages Follow]
9
SIGNATURE PAGE
TO
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED MARCH 8, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, 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 Fifth
Amendment as of the day and year first above written.
JPMORGAN CHASE BANK,
as a Lender and as the Administrative Agent
By: /s/Xxxxxxxxxxx X. Xxxxxxxxx
Xxxxxxxxxxx X. Xxxxxxxxx
Vice President
JPMORGAN CHASE BANK, 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
Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender and as the Documentation Agent
By: /s/Xxxxxxx Canon
Xxxxxxx Canon
Duly Authorized Signatory
SIGNATURE PAGE
TO
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED MARCH 8, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, 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: /s/Xxxxx Xxxxxx
Xxxxx Xxxxxx
Vice President
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 CANADA CORPORATION, as a Lender
By: /s/Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
Vice President & General Manager
SIGNATURE PAGE
TO
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED MARCH 8, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, 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: /s/Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
Senior Vice President
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/R.G.M Straathof
R.G.M Straathof
Senior Manager
CITIZENS BUSINESS CREDIT, as a Lender
By: /s/Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
Vice President
SIGNATURE PAGE
TO
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED MARCH 8, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, 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: /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
SIGNATURE PAGE
TO
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED MARCH 8, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, 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: /s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Vice President
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
SIGNATURE PAGE
TO
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED MARCH 8, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, 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: /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
PRECISION TUBE TECHNOLOGY, L.P.
By: Precision GP, LLC, its general partner
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
SIGNATURE PAGE
TO
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED MARCH 8, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, 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) 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
MAVERICK TUBE CANADA LP
By: Maverick Tube Canada GP, Ltd.,
its general partner
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
President
SIGNATURE PAGE
TO
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED MARCH 8, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, 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 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
