AGREEMENT AND THIRD AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
AGREEMENT AND THIRD AMENDMENT TO
CREDIT AGREEMENT
This Agreement and Third Amendment to Credit Agreement (this “Amendment”) dated as of January 20, 2006 among the financial institutions (collectively, the “Lenders”) party to the hereinafter-defined Credit Agreement and TETRA TECHNOLOGIES, INC. (the “Parent”), a Delaware corporation;
W I T N E S S E T H:
WHEREAS, the Parent, the Lenders, Bank One, NA (predecessor to JPMorgan Chase Bank, National Association) and Xxxxx Fargo Bank N.A., as Syndication Agents, Comerica Bank, as Documentation Agent, and Bank of America, National Association, as Administrative Agent, executed and delivered that certain Credit Agreement (as amended and supplemented to the date hereof, the “Credit Agreement”) dated as of September 7, 2004; and
WHEREAS, the Parent has requested that each Lender increase its Revolving Commitment, with each Lender to have a pro rata increase in its Revolving Commitment, and each Lender has agreed to so increase its Revolving Commitment;
NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parent and the Lenders do hereby agree as follows:
Section 1. The following definition contained in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:
“Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.07 and (b) assignments by or to such Lender pursuant to Section 9.04. The amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, as the same may be amended from time to time, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The current aggregate amount of the Lenders’ Revolving Commitments is $200,000,000.
Section 2. Schedule 2.01 of the Credit Agreement is hereby deleted and there is hereby substituted therefor a new Schedule 2.01, which shall be identical to Schedule 2.01, attached hereto and hereby made a part hereof.
Section 3. The increase in the Revolving Commitments effected by this Amendment has not been effected using the provisions of Section 2.07(d) of the Credit Agreement (all the Lenders having consented to such increase, and each Lender having agreed to increase its own
Revolving Commitment, there was no need to use the procedure described in Section 2.07(d) of the Credit Agreement which does not require the consent of the Lenders). Therefore, while Section 2.07(d) of the Credit Agreement requires that no Eurocurrency Loan be outstanding on the effective date of any increase in the Revolving Commitments effected thereunder, there is no such requirement in connection with the effectiveness of this Amendment.
Section 4. Conditions. This Amendment shall not become effective until (a) the Administrative Agent (or its counsel) has received from the Loan Parties and all of the Lenders either (1) a counterpart of this Amendment signed on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may include telecopy or e-mail transmission of a signed signature page of this Amendment) that such party has signed counterparts of this Amendment; (b) the Parent has executed and delivered to the Administrative Agent for each Lender a new Note in the maximum principal amount of such Lender’s Revolving Commitment and substantially in the form of Exhibit C-1 to the Credit Agreement, and (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Parent, the authorization of the execution, delivery and performance of this Amendment and the new Notes by the Parent and any other legal matters relating to this Amendment; but if all of such conditions have not been satisfied by 5:00 p.m., Houston time, on the date hereof, then this Amendment shall be of no force or effect. The Administrative Agent shall give, or cause to be given, prompt notice to the Parent and the Lenders as to whether the conditions specified in the immediately preceding sentence have been satisfied by the deadline set forth therein; such notice may be oral, telephonic, written (including telecopied) or by e-mail.
Section 5. Representations True; No Default. The Parent represents and warrants that the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent any such representation or warranty is expressly limited to an earlier date, in which case, on and as of the date hereof, such representation or warranty shall continue to be true and correct in all material respects as of such specified earlier date. The Parent hereby certifies that no Default or Event of Default has occurred and is continuing.
Section 6. Ratification. Except as expressly amended hereby, the Loan Documents shall remain in full force and effect. The Credit Agreement, as hereby amended, and all rights and powers created thereby or thereunder and under the other Loan Documents are in all respects ratified and confirmed and remain in full force and effect.
Section 7. Definitions and References. Any term used in this Amendment that is defined in the Credit Agreement shall have the meaning therein ascribed to it. The terms “Agreement” and “Credit Agreement” as used in the Loan Documents or any other instrument, document or writing furnished to the Administrative Agent or any lender by any Loan Party and referring to the Credit Agreement shall mean the Credit Agreement as hereby amended.
Section 8. Expenses; Additional Information. The Parent shall pay to the Administrative Agent all reasonable expenses incurred in connection with the execution of this Amendment and the new Notes. The Parent shall furnish to the Administrative Agent all such
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other documents, consents and information relating to the Parent and its Subsidiaries as the Administrative Agent or any Lender may reasonably require.
Section 9. Miscellaneous. This Amendment (a) shall be binding upon and inure to the benefit of the Borrowers and the Lenders and their respective successors, assigns, receivers and trustees (but the Borrowers shall not assign their rights hereunder without the express prior written consent of the Administrative Agent and each Lender); (b) may be modified or amended only by a writing signed by the party against whom the same is to be enforced; (c) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement, and (d) together with the other Loan Documents, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.
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THE LOAN DOCUMENTS (INCLUDING THIS AMENDMENT) REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized officers, effective as of the date first above written.
TETRA TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: President & CEO
BANK OF AMERICA, NATIONAL
ASSOCIATION
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: SVP
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, successor to Bank One, NA
By: /s/Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: XX
XXXXX FARGO BANK, N.A.
By: /s/C. Xxxxx Xxxxxx
Name: C. Xxxxx Xxxxxx
Title: Vice President
[unnumbered signature page to TETRA Technologies, Inc. Credit Agreement Third Amendment]
COMERICA BANK
By: /s/Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Senior Vice President - Texas Division
COMPASS BANK
By: /s/X. X. Xxxxx
Name: X. X. Xxxxx
Title: Senior Vice President
DnB NOR BANK ASA
By: /s/Espen Kvilekval
Name: Espen Kvilekval
Title: Senior Vice President
By: /s/Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
BANK OF AMERICA, NATIONAL
ASSOCIATION, as Administrative Agent
By: /s/Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
Schedule 2.01 – Commitments
[unnumbered signature page to TETRA Technologies, Inc. Credit Agreement Third Amendment]
Each Guarantor executes this Amendment to evidence its (a) consent, to the extent such consent is necessary or required, to the execution and delivery by the Parent of the Amendment; (b) confirmation that the Guaranty continues to cover all of the Debt (as such term is defined in the Guaranty), including Debt incurred under the Credit Agreement as amended by the Amendment, with the obligations of such Guarantor under the Guaranty limited as set forth therein, and (c) acknowledgement that the Lenders would not have executed this Amendment but for such consent and confirmation.
TETRA APPLIED HOLDING COMPANY
TETRA INTERNATIONAL INCORPORATED
TETRA MICRONUTRIENTS, INC.
TETRA PROCESS SERVICES, L.C.
TETRA THERMAL, INC.
MARITECH RESOURCES, INC.
SEAJAY INDUSTRIES, INC.
TETRA INVESTMENT HOLDING CO., INC.
TETRA FINANCIAL SERVICES, INC.
COMPRESSCO, INC.
PROVIDENCE NATURAL GAS, INC.
TETRA APPLIED LP, LLC
TETRA APPLIED GP, LLC
TETRA PRODUCTION TESTING GP, LLC
TPS HOLDING COMPANY, LLC
MARITECH HOLDINGS, INC.
MARITECH LOUISIANA, LLC
MARITECH PARTNER, LLC
By: /s/Xxxxx X. Xxxx
Xxxxx X. Xxxx
Treasurer of each of the above-named
corporations and limited liability companies
T-PRODUCTION TESTING, LLC
By: TETRA Applied Technologies, L.P.,
its sole member
By: TETRA Applied GP, LLC,
its general partner
By: /s/Xxxxx X. Xxxx
Xxxxx X. Xxxx
Treasurer
[unnumbered signature page to TETRA Technologies, Inc. Credit Agreement Third Amendment]
TETRA PRODUCTION TESTING SERVICES,
L.P.
By: TETRA Production Testing GP, LLC,
its general partner
By: TETRA Applied Holding Company,
its sole member
By: /s/Xxxxx X.Xxxx
Xxxxx X. Xxxx
Treasurer
TETRA APPLIED TECHNOLOGIES, L.P.
By: TETRA Applied GP, LLC,
its general partner
By: TETRA Applied Holding Company,
its sole member
By: /s/Xxxxx X. Xxxx
Xxxxx X. Xxxx
Treasurer
TETRA REAL ESTATE, LLC
By: TETRA Technologies, Inc.,
its sole member
By: /s/Xxxxxx X. Xxxxx, III
Xxxxxx X. Xxxxx, III
Senior Vice President &
Chief Financial Officer
[unnumbered signature page to TETRA Technologies, Inc. Credit Agreement Third Amendment]
TETRA REAL ESTATE, LP
By: TETRA Real Estate, LLC,
its general partner
By: TETRA Technologies, Inc.,
its sole member
By: /s/Xxxxxx X. Xxxxx, III
Xxxxxx X. Xxxxx, III
Senior Vice President &
Chief Financial Officer
COMPRESSCO TESTING, L.L.C.
By: /s/Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
Manager
COMPRESSCO FIELD SERVICES, INC.
By: /s/Xxxxx X. Xxxx
Xxxxx X. Xxxx
Treasurer
By: /s/Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
Vice President
MARITECH TIMBALIER BAY, LP
By: MARITECH LOUISIANA, LLC,
its general partner
By: /s/Xxxxx X. Xxxx
Xxxxx X. Xxxx
Treasurer
[unnumbered signature page to TETRA Technologies, Inc. Credit Agreement Third Amendment]