SECOND AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.23
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is dated as of July 16, 2018, by and among (i) IPSCO TUBULARS INC., a Delaware corporation (“IPSCO”), (ii) TMK IPSCO INTERNATIONAL, L.L.C., a Delaware limited liability company (“TMK IPSCO”), (iii) IPSCO XXXXXX TUBULARS, L.L.C., a Delaware limited liability company (“IPSCO Xxxxxx”), (iv) IPSCO TUBULARS (KY), L.L.C., a Delaware limited liability company (“IPSCO Kentucky”), (v) ULTRA PREMIUM SERVICES, L.L.C., a Delaware limited liability company (“ULTRA”; and together with IPSCO, TMK IPSCO, IPSCO Xxxxxx, and IPSCO Kentucky, each, individually, a “Borrower”, and collectively, the “Borrowers”), (vi) TMK NSG, L.L.C., a Delaware limited liability company (“TMK NSG”; and together with the Borrowers, each, a “Loan Party,” and collectively, the “Loan Parties”), the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
WITNESSETH:
WHEREAS, IPSCO, TMK IPSCO, IPSCO Xxxxxx, TMK NSG, IPSCO Tubulars (KY) Inc., a Kentucky corporation (“Old IPSCO Kentucky”), Ultra Premium Oilfield Services, Ltd., a Kentucky limited partnership (“Old Ultra”), UPOS GP, L.L.C., a Kentucky limited liability company (“UPOS GP”), UPOS, L.L.C., a Kentucky limited liability company (“UPOS”), Administrative Agent, and the Lenders entered into that certain Credit Agreement, dated as of December 7, 2017, as amended by that certain First Amendment to Credit Agreement, dated as of March 7, 2018 (as amended, the “Credit Agreement”);
WHEREAS, pursuant to (i) that certain Agreement and Plan of Merger, dated as of March 7, 2018, by and between IPSCO Kentucky and Old IPSCO Kentucky, (ii) those certain Articles of Merger Merging IPSCO (KY) Inc. with and into IPSCO Tubulars (KY), L.L.C., dated as of March 7, 2018, and filed with the Kentucky Secretary of State on March 7, 2018, and (iii) that certain Certificate of Merger Merging IPSCO Tubulars (KY) Inc. with and into IPSCO Tubulars (KY), L.L.C., dated as of March 7, 2018, and filed with the Delaware Secretary of State on March 7, 2018, Old IPSCO Kentucky merged with and into IPSCO Kentucky, with IPSCO Kentucky being the surviving entity (the “IPSCO (KY) Merger”);
WHEREAS, pursuant to (i) that certain Agreement and Plan of Merger, dated as of March 7, 2018, by and between ULTRA and Old Ultra, (ii) those certain Articles of Merger Merging IPSCO (KY) Inc. with and into ULTRA Premium Services, L.L.C., dated as of March 7, 2018, and filed with the Kentucky Secretary of State on March 7, 2018, and (iii) that certain Certificate of Merger Merging Ultra Premium Oilfield Services, Ltd. with and into ULTRA Premium Services, L.L.C., dated as of March 7, 2018 and filed with Delaware Secretary of State on March 7, 2018, Old Ultra merged with and into ULTRA, with ULTRA being the surviving entity (the “ULTRA Merger”);
SECOND AMENDMENT TO CREDIT AGREEMENT – PAGE 1
WHEREAS, pursuant to each of those certain Articles of Dissolution, each dated as of March 9, 2018, and filed with the Kentucky Secretary of State on March 12, 2018, each of UPOS GP and UPOS was dissolved (the “Dissolutions”);
WHEREAS, as of the Second Amendment Effective Date, each of the (i) IPSCO Kentucky Reorganization Conditions, (ii) Ultra Reorganization Conditions, and (iii) Dissolution Conditions has been satisfied, and each of the IPSCO (KY) Merger, the ULTRA Merger, and the Dissolutions has been consummated;
WHEREAS, in connection with the IPSCO (KY) Merger, the ULTRA Merger, and the Dissolutions, the Loan Parties have requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement, in each case, subject to the terms and conditions set forth herein; and
WHEREAS, each of the Lenders and Administrative Agent is willing to amend certain provisions of the Credit Agreement, subject to the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, all capitalized terms used herein have the meanings assigned to such terms in the Credit Agreement, as amended hereby.
SECTION 2. Amendments. As of the Second Amendment Effective Date, the Schedules to the Credit Agreement are hereby deleted in their entirety and replaced with the Revised Schedules in the form attached hereto.
SECTION 3. Representations, Warranties and Covenants of Each Loan Party. Each of the Loan Parties represents and warrants to the Lenders and Administrative Agent and agrees that:
(a) the representations and warranties contained in the Credit Agreement and the other outstanding Loan Documents are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date and (ii) for such changes as are a result of any act or omission specifically permitted under the Credit Agreement (or under any Loan Document), or as otherwise specifically permitted by the Administrative Agent and the Lenders;
(b) on the Second Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing;
(c) the execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of, and duly executed and delivered by each of the Loan Parties, and this Amendment is a legal, valid and binding obligation of each of the Loan
SECOND AMENDMENT TO CREDIT AGREEMENT – PAGE 2
Parties, enforceable against such Persons in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and
(d) the execution, delivery and performance of this Amendment do not conflict with or result in a breach by any of the Loan Parties of any term of any material contract, Credit Agreement, indenture or other agreement or instrument to which such Person is a party or is subject.
SECTION 4. Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective (the “Second Amendment Effective Date”) upon satisfaction of each of the following conditions:
(a) Each of the Loan Parties, the Lenders, and Administrative Agent shall have executed and delivered to the Administrative Agent this Amendment and such other documents as the Administrative Agent may reasonably request; and
(b) All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Administrative Agent.
SECTION 5. Execution in Counterparts. This Amendment may be executed in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.
SECTION 6. Costs and Expenses. Each of the Loan Parties hereby affirms its obligation under the Credit Agreement to reimburse the Administrative Agent for all reasonable, out of pocket expenses paid or incurred by the Administrative Agent and the Lenders in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the attorneys’ fees and expenses of attorneys for the Administrative Agent with respect thereto.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUCTED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF.
SECTION 8. Effect of Amendment; Reaffirmation of Loan Documents. (a) The parties hereto agree and acknowledge that (i) nothing contained in this Amendment in any manner or respect limits or terminates any of the provisions of the Credit Agreement or the other outstanding Loan Documents other than as expressly set forth herein and (ii) the Credit Agreement (as amended hereby) and each of the other outstanding Loan Documents remain and continue in full force and effect and are hereby ratified and reaffirmed in all respects. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.
SECOND AMENDMENT TO CREDIT AGREEMENT – PAGE 3
(b) Execution of this Amendment by the Lenders and Administrative Agent (i) shall not constitute a waiver of any Default or Event of Default that may currently exist or hereafter arise under the Credit Agreement, (ii) shall not impair, restrict or limit any right or remedy of the Lenders or Administrative Agent with respect to any Default or Event of Default that may now exist or hereafter arise under the Credit Agreement or any of the other Loan Documents, and (iii) shall not constitute any course of dealing or other basis for altering any obligation of any of the Loan Parties or any right, privilege or remedy of the Lenders and Administrative Agent under the Credit Agreement or any of the other Loan Documents.
SECTION 9. Headings. Section headings in this Amendment are included herein for convenience of any reference only and shall not constitute a part of this Amendment for any other purposes.
SECTION 10. Release. EACH OF THE LOAN PARTIES HEREBY ACKNOWLEDGES THAT AS OF THE DATE HEREOF IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF SUCH LOAN PARTY’S LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDERS, ADMINISTRATIVE AGENT, OR THEIR RESPECTIVE AFFILIATES, PARTICIPANTS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, ADMINISTRATIVE AGENTS, EMPLOYEES OR ATTORNEYS. EACH OF THE LOAN PARTIES HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDERS, ADMINISTRATIVE AGENT, THEIR RESPECTIVE AFFILIATES AND PARTICIPANTS, AND THEIR PREDECESSORS, ADMINISTRATIVE AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH LOAN PARTY MAY NOW OR HEREAFTER HAVE AGAINST LENDERS, ADMINISTRATIVE AGENT, OR THEIR RESPECTIVE PREDECESSORS, ADMINISTRATIVE AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM THE OBLIGATIONS, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT. EACH OF THE LOAN PARTIES HEREBY COVENANTS AND AGREES NEVER TO INSTITUTE ANY ACTION OR SUIT AT LAW OR IN EQUITY, NOR INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION OF ANY CLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF ANY NATURE AGAINST LENDERS, ADMINISTRATIVE AGENT, THEIR RESPECTIVE
SECOND AMENDMENT TO CREDIT AGREEMENT – PAGE 4
AFFILIATES AND PARTICIPANTS, OR THEIR RESPECTIVE SUCCESSORS, ADMINISTRATIVE AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, EMPLOYEES, AND PERSONAL AND LEGAL REPRESENTATIVES ARISING ON OR BEFORE THE DATE HEREOF OUT OF OR RELATED TO LENDERS’ OR ADMINISTRATIVE AGENT’S ACTIONS, OMISSIONS, STATEMENTS, REQUESTS OR DEMANDS IN ADMINISTERING, ENFORCING, MONITORING, COLLECTING OR ATTEMPTING TO COLLECT THE OBLIGATIONS OF THE LOAN PARTIES TO LENDERS AND ADMINISTRATIVE AGENT, WHICH OBLIGATIONS ARE EVIDENCED BY THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
[Remainder of page intentionally left blank with signature pages immediately to follow]
SECOND AMENDMENT TO CREDIT AGREEMENT – PAGE 5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.
| BORROWERS: | ||
| IPSCO TUBULARS INC., a Delaware corporation | ||
| By | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Vice President & Chief Financial Officer | ||
| TMK IPSCO INTERNATIONAL, L.L.C., a Delaware limited liability company | ||
| By | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Vice President, Treasurer & Chief Financial Officer | ||
| IPSCO XXXXXX TUBULARS, L.L.C., a Delaware limited liability company | ||
| By | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Vice President, Treasurer & Chief Financial Officer | ||
| IPSCO TUBULARS (KY), L.L.C., a Delaware limited liability company | ||
| By: | TMK NSG, L.L.C., a Delaware limited | |
| liability company, its sole member | ||
| By | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Vice President, Treasurer & Chief Financial Officer | ||
[continued on next page]
SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT
| ULTRA PREMIUM SERVICES, L.L.C., a Delaware limited liability company | ||
| By: | TMK NSG, L.L.C., a Delaware limited | |
| liability company, its sole member | ||
| By | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Vice President, Treasurer & Chief Financial Officer | ||
| OTHER LOAN PARTIES: | ||
| TMK NSG, L.L.C., a Delaware limited liability company | ||
| By | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Vice President, Treasurer & Chief Financial Officer | ||
SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT
| ADMINISTRATIVE AGENT: | ||
| JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Issuing Bank, Swingline Lender, and as a Lender | ||
| By | /s/ Xxxxxxx X. Xxxx | |
| Name: Xxxxxxx X. Xxxx | ||
| Title: Authorized Officer | ||
[continued on next page]
SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | ||
| BANK OF AMERICA, N.A., as a Lender | ||
| By | /s/ Xxxxxx Pump | |
| Name: Xxxxxx Pump | ||
| Title: Senior Vice President | ||
SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT
Revised Schedule 3.05
Properties
A. Owned Real Property1
| 0000 Xxxxx Xxxxxxx 000 Xxxxxxx, XX 00000 |
||
| 00000 Xxxxxxx Xxxx Xxxxx Xxxxxxx, XX 00000 |
||
| 1913 and 0000 0xx Xxxxxx, Xxxxxxxx, XX 00000 |
||
| 0000 X Xxxxxx, Xxxxxx, XX 00000 |
||
| 0000 Xxxxx Xxxxxx, Xxxxxx, XX 00000 |
||
| 0000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000 |
||
| 0000 Xxxxxx Xx. Xx. 0, Xxxxxxx, XX 00000 |
||
| 00xx Xxxxxx xxx Xxxx Xxx., Xxxxxxxx, XX 00000 |
||
| 000 Xxxxx Xxxxx Xxxx, Xxxxxx, XX 00000 |
||
| 000 Xxxxxx Xxxxxx (Xxxxxxx Xxxx), Xxxxxxx, XX 00000 (parcels 3-14, 21 and 45) |
||
B. Leased Real Property
| 00000 Xxx Xxxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000 |
||
| 00000 Xxxx Xxx., Xxxxxxxx, XX 00000 |
||
| 0000 Xxxxx Xxxxx Xxxxxxx 000, Xxxxxxxxxxx, XX 00000 |
||
| 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, XX 00000 |
||
| 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000 |
||
| 1 | The properties described in Section 6.05(j) (a 4.33 acre tract of land next to the company headquarters) and Section 6.05(k) (a 1.28 acre tract of land in Newport, KY) of the Credit Agreement are not listed in light of the expected sale of such properties as permitted by the Credit Agreement. |
| 2 | The subject property is also now known as 0000 X. Xxxxx Xxxxxxx X. Xxxxxxx, Xxxxx 00000. |
C. Intellectual Property
Patents and Patent Applications
| Grantor |
Title |
Jurisdiction |
Official Reference |
Status |
Filing Date | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Vietnam | 0-0000-00000 | Pending | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Vietnam | 0-0000-00000 | Pending | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Vietnam | 0-0000-00000 | Pending | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Venezuela | 2013-1491 | Pending | 28-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Venezuela | 00678-2012 | Pending | 24-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Uruguay | 35.15 | Pending | 28-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Uruguay | 34089 | Pending | 23-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Uruguay | 35303 | Pending | 4-Feb-14 | |||||
| ULTRA Premium Services, L.L.C. | Wedge Threadform Having Crest to Root Thread Compound Relief Areas | United States of America | 62/608,945 | Provisional | 21-Dec-2018 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | United States of America | 9,677,346 | Granted | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | United States of America | 2014/0145433 9,869,139 |
Granted | 18-Feb-16 16-Jan-18 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | United States of America | 2017/0146160 9,869,414 |
Granted | 2-Feb-17 16-Jan-18 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | United States of America | 9,388,925 | Granted | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | United States of America | 2016/0281441 | Pending | 10-Jun-16 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection | United States of America | 6,322,110 | Granted | 10-Aug-98 | |||||
| ULTRA Premium Services, L.L.C. | Threadform Having Crest to Root Thread Compound Relief Areas | United States of America | 62/608,905 | Provisional | 21-Dec-2017 | |||||
| ULTRA Premium Services, L.L.C. | Sealing System | United States of America | 5,765,836 | Granted | 16-Jul-97 | |||||
| ULTRA Premium Services, L.L.C. | Sealing System | United States of America | 6,041,487 | Granted | 6-May-98 | |||||
| ULTRA Premium Services, L.L.C. | Implementation of Pipe Identification and Tracking System | United States of America | 62/573,471 | Provisional | 17-Oct-17 | |||||
| ULTRA Premium Services, L.L.C. | Curvilinear Sealing System | United States of America | 62/505,262 | Provisional | 12-May-17 | |||||
| ULTRA Premium Services, L.L.C. | Controllable Variable Magnetic Field Apparatus for Flow Control of Molten Steel in a Casting Mold | United States of America | 6,341,642 | Granted | 24-Sep-99 | |||||
| ULTRA Premium Services, L.L.C. | Controllable Variable Magnetic Field Apparatus for Flow Control of Molten Steel in a Casting Mold | United States of America | 6,502,627 | Granted | 17-Sep-01 | |||||
| ULTRA Premium Services, L.L.C. | Differential Quench Method and Apparatus | United States of America | 6,374,901 | Granted | 9-Jul-99 | |||||
| ULTRA Premium Services, L.L.C. | Apparatus for Cleaning a Coiler Furnace | United States of America | 6,648,633 | Granted | 30-Sep-02 | |||||
| ULTRA Premium Services, L.L.C. | Coiler Drum with Raised Surfaces | United States of America | 7,237,414 | Granted | 3-Jul-07 | |||||
| ULTRA Premium Services, L.L.C. | High-Strength MicroAlloy Steel | United States of America | 7,220,325 | Granted | 2-Oct-03 | |||||
| ULTRA Premium Services, L.L.C. | Process For Making High-Strength MicroAlloy Steel |
United States of America | 6,682,613 | Granted | 3-Apr-02 | |||||
| ULTRA Premium Services, L.L.C. | Swaged Pin End of Pipe Connection | United States of America | 6,024,646 | Granted | 2-Oct-97 | |||||
| ULTRA Premium Services, L.L.C. | Controllable Variable Magnetic Field Apparatus for Flow Control of Molten Steel in a Casting Mold | United States of America | 6,006,822 | Granted | 1-Jul-98 | |||||
| ULTRA Premium Services, L.L.C. | Differential-Quench Method and Apparatus | United States of America | 6,374,901 | Granted | 9-Jul-99 | |||||
| ULTRA Premium Services, L.L.C. | Differential-Quench Method and Apparatus | United States of America | 6,557,622 | Granted | 19-Feb-02 | |||||
| ULTRA Premium Services, L.L.C. | Accessing Pipe Identification and Tracking System | United States of America | 62/573,490 | Provisional | 17-Oct-17 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | United Kingdom | 2524675 | Granted | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | United Kingdom | 1602961.3 | Pending | 19-Feb-16 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | United Kingdom | GB2545578B | Granted | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | United Kingdom | GB2526963B | Granted | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | United Arab Emirates | Pending | 25-Nov-13 | ||||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | United Arab Emirates | P986/15 | Pending | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Ukraine | 201505488 | Granted | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Ukraine | a2013-15154 | Allowed | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Ukraine | 114741 | Granted | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Thailand | 1501002842 | Pending | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Thailand | 1501004413 | Pending | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | South Africa | 2013/07957 | Pending | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Singapore | 11201504148X | Pending | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Xxxxxxxxx | 000000 | Granted | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Singapore | 10201604647X | Pending | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Singapore | 11201506085X | Granted | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Saudi Arabia | 515360482 | Pending | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Saudi Arabia | 515360848 | Pending | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Russia | 2015124379 | Allowed | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Russia | 2016107427 | Pending | 1-Mar-16 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Russia | 2628356 | Granted | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Poland | P-412632 | Pending | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Nigeria | 4166 | Granted | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Nigeria | 1611 | Granted | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Nigeria | NG/PT/C/2015/1349 | Allowed | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | New Zealand | 616778 | Granted | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Mexico | MX/a/2015/006702 | Pending | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Mexico | 340,698 | Granted | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Mexico | 345933 | Granted | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Malaysia | 2015001388 | Pending | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Malaysia | PI 2013004087 | Pending | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Malaysia | 2015001944 | Pending | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Korea | 00-0000-0000000 | Pending | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Korea | 00-0000-0000000 | Pending | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Japan | 2015-545142 | Pending | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Japan | 2014-512909 Patent#XX0000000 |
Granted | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Japan | 2016-228078 | Pending | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Japan | 2015-556081 XX0000000 |
Granted | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Indonesia | P-00201503856 | Pending | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Indonesia | W-00201306039 | Pending | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Indonesia | P-00201505377 Patent#IDP000048038 |
Granted 09-Oct-2017 | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Hong Kong | HK1213307 | Granted | 29-Jan-16 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Hong Kong | 14107151.4 Patent#HK1193858 |
Granted | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Hong Kong | 16103831.9 | Pending | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Gulf Cooperation Council | 2013/25868 | Pending | 26-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Gulf Cooperation Council | 2016/30921 | Pending | 29-Feb-16 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Gulf Cooperation Council | 2012/21202 Patent # GC0006300 |
Granted | 6-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Gulf Cooperation Council | GC 2014-26359 Patent No. GC0006717 |
Granted | 2-Feb-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | European Patent Convention | 12724267.5 | Pending | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Eurasian Patent Organization | 201301285 | Granted | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Colombia | 16379 | Granted | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Colombia | 6435 | Granted | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Colombia | 32140 | Granted | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | China | ZL201380062028.1 | Granted | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | China | ZL201280024836.4 | Granted | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | China | 201480007175.3 | Pending | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Chile | 3323-2013 | Pending | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Canada | 2,892,670 | Granted 2015-05-26 | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Canada | 2,834,586 | Pending | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Canada | 2,900,152 | Granted 2015-08-04 | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Brazil | BR 112015012235-3 | Pending | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Brazil | BR1320160073552 | Pending | 1-Apr-16 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Brazil | BR112013027618-5 | Pending | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Brazil | BR112015018602-5 | Granted | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Bolivia | SP-0365-2013 | Pending | 27-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Bolivia | SP-0162-2012 | Pending | 17-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Bolivia | SP00033-2014 | Pending | 4-Feb-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Australia | 2013352493 | Granted | 25-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Australia | 2016201258 | Pending | 26-Feb-16 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Australia | 2012259032 | Granted | 21-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Australia | 0000000000 | Allowed | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Australia | 2017202254 | Pending | 28-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection with Helically Extending Torque Shoulder | Argentina | P130104348 | Pending | 26-Nov-13 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection and Associated Thread Form | Argentina | P120101789 | Pending | 18-May-12 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection Center Shoulder Seal | Argentina | AR094616B1 | Granted | 29-Jan-14 | |||||
| ULTRA Premium Services, L.L.C. | Tubular Connection | Argentina | AR016813 | Granted | 10-Aug-98 | |||||
Trademark Registrations/Applications
| Trademark |
Entity |
Official Number |
Country |
Status | ||||
| IPSCO | IPSCO Tubulars | 2478141 | US | Registered | ||||
| IPSCO | IPSCO Tubulars | XXX000000 | Canada | Registered | ||||
| TMK IPSCO (& Design) | IPSCO Tubulars | 4204363 | US | Registered | ||||
| TMK IPSCO (& Design) | IPSCO Tubulars | TMA829496 | Canada | Registered | ||||
| TORQ | IPSCO Tubulars | 87137337 | US | Pending | ||||
| Integrated Well Solutions | IPSCO Tubulars | 1819356 | Canada | Pending | ||||
| Laser Quality Plate | IPSCO Tubulars | XXX000000 | Canada | Registered | ||||
| Goose (Design) | IPSCO Tubulars | TMA138895 | Canada | Registered | ||||
| Flying Goose Profile (Design) | IPSCO Tubulars | TMA574532 | Canada | Registered | ||||
COPYRIGHT REGISTRATIONS
| Copyright Title |
Registration No. |
Recordation Date |
Jurisdiction |
Entity | ||||
| Assorted overlays related to the products of the ULT product line. | V3535D500 | 00-Xxx-00 | Xxxxxx Xxxxxx | Ultra | ||||
| Excel workbooks containing design models for ULTtra-FJ, ULTra-SFJ, and ULTra-FX products of the ULT product line. | V3535D500 | 00-Xxx-00 | Xxxxxx Xxxxxx | Ultra | ||||
| Excel workbooks containing design models for ULTtra-FJ, ULTra-SFJ, and ULTra-FX products of the ULT product line & 4 other titles. | V3535D500 | 00-Xxx-00 | Xxxxxx Xxxxxx | Ultra | ||||
| Existing drawings of produced products of the ULT product line. | V3535D500 | 00-Xxx-00 | Xxxxxx Xxxxxx | Ultra | ||||
| Manufacturing and quality control specifications for the products of the ULT product line. | V3535D500 | 00-Xxx-00 | Xxxxxx Xxxxxx | Ultra | ||||
| Marketing literature for the products of the ULT product line. | V3535D500 | 00-Xxx-00 | Xxxxxx Xxxxxx | Ultra | ||||
Copyright Applications
None.
Schedule 3.06
Disclosed Matters
None.
Schedule 3.12
Material Agreements
Distribution Agreement dated April 27, 2010, between IPSCO and Toolpushers Supply Co., as amended
Distribution Agreement dated April 14, 2010, between IPSCO and Pyramid Tubular Products, L.P., as amended
Distribution Agreement dated April 23, 2010, between IPSCO and XxXxxxxx Red Man Corporation, as amended
OCTG Distribution Agreement dated July 8, 2013, between IPSCO and Gulf Coast Tubulars, Inc.
Distribution Agreement – Line Pipe dated April 15, 2011, between IPSCO and Consolidated Pipe & Supply Company, as amended.
Distribution Agreement dated April 29, 2010, between IPSCO and Pipeco Services, Inc., as amended.
Distribution Agreement dated April 29, 2010, now between IPSCO and Xxxxxxxx & Xxxxxxxx Supply Co, LLC, as amended.
Distribution Agreement – Ultra Premium Connections dated December 15, 2010, between IPSCO and Sooner Pipe, L.L.C., as amended.
Letter Agreement, dated as of November 15, 2016, agreed to by IPSCO, Nucor Steel Gallatin, Nucor Steel Arkansas, and Nucor Steel Indiana, as amended, modified, or supplemented.
All lease agreements and amendments thereto covering the properties described in part B of Schedule 3.05 above.
Deed of Loan Guarantee dated January 25, 2011, to which IPSCO is a party as a “Loan Guarantor” (as defined therein), pursuant to a Loan Guarantor Deed of Accession, dated as of April 21, 2011, pursuant to which IPSCO, among other guarantors and among other actions, guarantees the due and punctual performance by PAO TMK of all of PAO TMK’s obligations under the PAO TMK Eurobond 2011 Loan Agreement, as the same has been or may be amended, restated, supplemented, or modified from time to time in accordance with the terms and conditions thereof and hereof.
Schedule 3.14
Insurance
[See attached]
Schedule 3.15
Capitalization and Subsidiaries
| Name of Entity |
Type of Entity |
Type of Interest |
Number |
Owner |
Percentage Owned | |||||
| IPSCO Tubulars Inc. | Corporation | Common Share3 | 10,100 | PAO TMK | 59% | |||||
| IPSCO Tubulars Inc. | Corporation | Common Share | 2,360 | PAO TMK | 14% | |||||
| IPSCO Tubulars Inc. | Corporation | Common Share | 2,360 | PAO TMK | 14% | |||||
| IPSCO Tubulars Inc. | Corporation | Common Share | 2,360 | PAO TMK | 14% | |||||
| TMK IPSCO International, L.L.C. | Limited Liability Company | Limited Liability Company Interest | N/A | IPSCO Tubulars Inc. | 100% | |||||
| TMK NSG, L.L.C. | Limited Liability Company | Limited Liability Company Interest | N/A | IPSCO Tubulars Inc. | 100% | |||||
| IPSCO Xxxxxx Tubulars, L.L.C. | Limited Liability Company | Limited Liability Company Interest | N/A | TMK NSG, L.L.C. | 100% | |||||
| IPSCO Tubulars (KY), L.L.C. | Limited Liability Company | Limited Liability Company Interest | N/A | TMK NSG, L.L.C. | 100% | |||||
| ULTRA Premium Services, L.L.C. | Limited Liability Company | Limited Liability Company Interest | N/A | TMK NSG, L.L.C. | 100% | |||||
| TMK IPSCO Canada, Ltd. | Limited Company | Limited Company Interest | N/A | IPSCO Tubulars Inc. | 100% | |||||
| 3 | Total outstanding shares for IPSCO Tubulars Inc. is 17,180 shares. |
Schedule 3.22
Affiliate Transactions
| Title |
Date |
Between | ||
| Contract No. 1695 | 07.23.2013 | TMK-Artrom S.A. and TMK IPSCO Canada, Ltd. | ||
| TMK-Artrom S.A.—Contract No. 960 - | 12.15.2011 | S.C. TMK-ARTROM S.A. and TMK IPSCO International, L.L.C. | ||
| Additional Agreement to the Contract No. PI-004.72 dated December 10, 2013 | 02.13.2015 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Additional Agreement to the Contract No. PI-005.72 dated December 10, 2013 | 02.13.2015 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Additional Agreement to the Contract No. PI-006.72 dated December 10, 2013 | 02.13.2015 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Alteration Agreement to the Contract No. PJ-001.77 dated November 1, 2011 | 06.13.2012 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Alteration Agreement to the Contract No. PI-001.77 dated November 1, 2011 | 06.20.2014 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Alteration Agreement to the Contract No. PI-004.72 dated December 12, 2013 | 04.23.2015 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Alteration Agreement to the Contract No. PI-005.72 dated December 10, 2013 | 06.20.2014 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Alteration Agreement to the Contract No. PI-005.72 dated December 12, 2013 | 04.23.2015 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Amendment to the Contract No. PI-001.77 dated November 1, 2011 | 12.20.2011 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Amendment to the Contract No. PI-002.72 dated November 1, 2011 | 12.20.2011 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Amendment to the Contract No. PI-004.72 dated December 10, 2013 | 01.10.2014 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Amendment to the Contract No. PI-004.72 dated December 10, 2013 | 07.21.2014 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Amendment to the Contract No. PI-005.72 dated December 10, 2013 | 01.10.2014 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Title |
Date |
Between | ||
| Amendment to the Contract No. PI-005.72 dated December 10, 2013 | 07.21.2014 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Amendment to the Contract No. PI-006.72 dated December 10, 2013 | 01.10.2014 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Amendment to the Contract No. PI-006.72 dated December 10, 2013— | 07.21.2014 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Contract No. PI-001.77 | 11.01.2011 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Contract No. PI-002.72 | 11.01.2011 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Contract No. PI-004.72 | 12.10.2013 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Contract No. PI-005.72 | 12.10.2013 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Contract No. PI-006.72 | 12.10.2013 | “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C. | ||
| Contract No. TU-001-74 | 03.02.2015 | OAO “TMK”, Russia and TMK IPSCO International, L.L.C. | ||
| Contract No. TU-002-74 | 03.02.2015 | OAO “TMK”, Russia and TMK IPSCO International, L.L.C. | ||
| Contract No. TU-003-74 | 03.02.2015 | OAO “TMK”, Russia and TMK IPSCO International, L.L.C. | ||
| Supplement Agreement to Contract No. TU-001-74 | 03.02.2015 | OAO “TMK”, Russia and TMK IPSCO International, L.L.C. | ||
| Supplement Agreement to Contract No. TU-002-74 | 03.02.2015 | OAO “TMK”, Russia and TMK IPSCO International, L.L.C. | ||
| Supplement Agreement to Contract No. TU-003-74 | 03.02.2015 | OAO “TMK”, Russia and TMK IPSCO International, L.L.C. | ||
Purchase and Sale Transactions
Goods and Services Purchase and Sale Agreements
On December 15, 2011, TMK IPSCO International, L.L.C., or IPSCO International, our subsidiary, entered into a purchase and sale agreement with S.C. TMK-ARTROM S.A., or TMK-ARTROM, a subsidiary of PAO TMK, for the purchase and sale of steel pipe from time to time pursuant to individual purchase orders. The term of this agreement was extended by amendment to December 31, 2016. IPSCO International purchased an approximate aggregate amount of 2,500 tons of steel pipe for approximately $0 and $2.2 million during the six months ended June 30, 2017 and the year ended December 31, 2016, respectively, under this agreement.
On July 23, 2013, our subsidiary TMK IPSCO Canada, Ltd., or IPSCO Canada, entered into a purchase and sale agreement with TMK-ARTROM for the purchase and sale of steel pipe from time to time pursuant to individual purchase orders. The term of this agreement was extended by amendment to December 31, 2016.
IPSCO Canada purchased an approximate aggregate amount of 20 tons of steel pipe for approximately $0 and $0.02 million during the six months ended June 30, 2017 and the year ended December 31, 2016, respectively, under this agreement.
On March 2, 2015, IPSCO International entered into a purchase and sale agreement with PAO TMK for the purchase and sale of steel pipe from time to time pursuant to individual purchase orders. This agreement will remain in force unless one party terminates the agreement upon 30 days’ written notice or the agreement is otherwise terminated pursuant to its terms. IPSCO International purchased an approximate aggregate amount of 185 tons of steel pipe for approximately $0.5 million and $0 during the six months ended June 30, 2017 and the year ended December 31, 2016, respectively, under this agreement.
On March 2, 2015, IPSCO International entered into a second purchase and sale agreement with PAO TMK for the purchase and sale of steel pipe from time to time pursuant to individual purchase orders. This agreement will remain in force unless one party terminates the agreement upon 30 days’ written notice or the agreement is otherwise terminated pursuant to its terms. IPSCO International purchased an approximate aggregate amount of 9,400 tons of steel pipe for approximately $1.8 million and $4.1 million during the six months ended June 30, 2017 and the year ended December 31, 2016, respectively, under this agreement.
On March 2, 2015, IPSCO International entered into a third purchase and sale agreement with PAO TMK for the purchase and sale of steel pipe from time to time pursuant to individual purchase orders. This agreement will remain in force unless one party terminates the agreement upon 30 days’ written notice or the agreement is otherwise terminated pursuant to its terms. IPSCO International purchased an approximate aggregate amount of 172,600 tons of steel pipe for approximately $62.8 million and $47.9 million during the six months ended June 30, 2017 and the year ended December 31, 2016, respectively, under this agreement.
During the year ended December 31, 2016, we sold back pipe we previously purchased from TMK Gulf International Pipe Industry LLC, a subsidiary of our parent, for a total of approximately $1.2 million.
On September 26, 2016, IPSCO International entered into a sale of goods agreement with OFS International for the purchase by OFS International from us of coupling stock, couplings, heavy wall drill pipe, seamless line pipe and OCTG for total consideration of approximately $41.5 million.
IPSCO and our subsidiaries have also engaged in other transactions with OFS International and its subsidiaries. These transactions include the sale of goods and services, pursuant to individual purchase orders, to OFS International and its subsidiaries, including fishing tools and thread protectors, for which we have recorded approximately $0.5 million and $0.8 million in revenue for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively. These transactions also include the purchase of goods and services, pursuant to individual purchase orders, from OFS International and its subsidiaries, for which we have recorded approximately $5.7 million and $9.3 million in purchases for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.
IPSCO and our subsidiaries have also engaged in transactions with TMK Completions Ltd. and its subsidiaries. These transactions include the sale of pipe, pursuant to individual purchase orders, to TMK Completions Ltd. and its subsidiaries, for which we have recorded approximately $1.12 million and $0.56 million in revenue for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.
License Agreements
On June 30, 2014, our subsidiary Ultra Premium Oilfield Services, Ltd., or Ultra, entered into a license agreement with Oilfield Services & Technologies, LLC, or OS&T, a subsidiary of OFS, pursuant to which Ultra granted to OS&T a non-exclusive license to market, distribute, offer for sale and sell in the United States oilfield casing, tubing and other products patented by Ultra and manufactured by Ultra manufacturing facilities in Houston, Texas, Odessa, Texas or Brookfield, Ohio or a certain OS&T manufacturing facility in Houston, Texas. The license agreement also granted to OS&T a license in and to certain of Ultra’s proprietary technology and trademarks for use in connection with the marketing, distribution and sale of such products in the United States. OS&T agreed to pay Ultra a royalty ranging from $5.00 to $69.00 based on the type of product manufactured and sold using the specified licensed technology. On the same date, Ultra entered into a license agreement with OS&T, pursuant to which Ultra granted to OS&T a non-exclusive license in and to certain of Ultra’s proprietary technology and trademarks for use in connection with the manufacturing, threading or repair of oilfield casing, tubing and other products for Ultra or a licensed seller at a licensed manufacturing facility in Houston, Texas.
The terms of each of these license agreements is one year, but these agreements are automatically renewed for an additional year unless terminated (i) by Ultra if OS&T breaches a covenant, representation or warranty and fails to cure, is adjudged bankrupt, has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors or (ii) by either party upon 30 days’ written notice. Ultra has recorded approximately $0 and $1.1 million in licensing revenues under these agreements for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.
On July 25, 2014, Ultra entered into a license agreement with TMK Premium Services, or TMK Premium, pursuant to which Ultra granted to TMK Premium a non-exclusive license for the use of connections “know-how” in exchange for a pay-per-use fee. In consideration of the license granted under the agreement, TMK Premium agreed to pay Ultra $25.00 each time it threads a product using Ultra’s connections technology. This license agreement has a perpetual term. Ultra has recorded approximately $0.1 million and $0.2 million in licensing revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.
On December 12, 2016, Ultra entered into a license agreement with OS&T, OFS International and Threading and Precision Manufacturing LLC, or Threading, a subsidiary of OFS International, pursuant to which Ultra granted to each of OS&T, OFS International and Threading a non-exclusive license to market, distribute, offer for sale and sell in the United States oilfield casing, tubing and other products patented by Ultra and manufactured by licensed manufacturing facilities. The license agreement also granted to OS&T, OFS International and Threading a license in and to certain of Ultra’s proprietary technology and trademarks for use in connection with the marketing, distribution and sale of such products in the United States. OS&T, OFS International and Threading agreed to pay Ultra a royalty ranging from $2.00 to $79.00 based on the type of product manufactured and sold using the specified licensed technology. On the same date, Ultra entered into a license agreement with OS&T, OFS International and Threading pursuant to which Ultra granted to each of OS&T, OFS International and Threading a non-exclusive license in and to certain of Ultra’s proprietary technology and trademarks for use in connection with the manufacturing, threading or repair of oilfield casing, tubing and other products for Ultra or a licensed seller at a licensed manufacturing facility. The term of each of these license agreements is one year, but these agreements are automatically renewed for an additional year unless
terminated (i) by Ultra if OS&T, OFS International or Threading breaches a covenant, representation or warranty and fails to cure, is adjudged bankrupt, has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors or (ii) by either party upon 30 days’ written notice. Ultra has recorded approximately $0.9 million and $0 in licensing revenues under these agreements for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.
R&D Testing Services Agreements
On May 12, 2015, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connection testing services, other scientific research and design work objects testing and manufacturing activities for TMK Premium. This agreement terminates on December 31, 2017. We have recorded approximately $0 and $0.4 million in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.
On November 10, 2015, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connections testing services and other scientific research and design work objects testing for TMK Premium. This agreement terminated on December 31, 2016. We have recorded approximately $0 and $0.2 million in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.
On February 2, 2016, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connections testing services and other scientific research and design work objects testing for TMK Premium. This agreement terminated on December 31, 2016. We have recorded approximately $0.2 million and $0.2 million in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.
On February 2, 2016, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connections testing services and other scientific research and design work objects testing for TMK Premium. This agreement terminated on March 31, 2017. We have recorded approximately $0 and $0.3 million in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.
On August 4, 2016, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connections testing services and other scientific research and design work objects testing for TMK Premium. This agreement terminates on December 31, 2017. We have recorded approximately $0.2 million and $0 in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.
On October 25, 2016, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connections testing services and other scientific research and design work objects testing for TMK Premium. This agreement terminates on December 31, 2017. We have recorded approximately $0.3 million and $0 in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.
On December 5, 2016, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connections testing services and other scientific research and design work objects testing for TMK Premium. This agreement terminates on December 31, 2017. We have recorded approximately $0 and $0.3 million in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.
Third Party Representative Agreement
On June 24, 2016, IPSCO entered into an agency agreement with TMK Industrial Solutions L.L.C., or TMK Industrial, a subsidiary of PAO TMK, pursuant to which IPSCO appointed TMK Industrial as our non-exclusive sales representative. The agreement, effective May 16, 2016, provides that IPSCO will pay to TMK Industrial a commission based on orders for steel pipe, stock or billets procured by TMK Industrial. We have recorded approximately $0.7 million and $0.4 million in payments under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.
Deed of Loan Guarantee dated January 25, 2011, to which IPSCO is a party as a “Loan Guarantor” (as defined therein), pursuant to a Loan Guarantor Deed of Accession, dated as of April 21, 2011, pursuant to which IPSCO, among other guarantors and among other actions, guarantees the due and punctual performance by PAO TMK of all of PAO TMK’s obligations under the PAO TMK Eurobond 2011 Loan Agreement, as the same has been or may be amended, restated, supplemented, or modified from time to time in accordance with the terms and conditions thereof and hereof.
Schedule 6.01
Existing Indebtedness
| Agreement |
Parties |
Amount | Date of Agreement |
|||||||
| Indenture of Trust (“Series 1999 Bonds”) |
City of Blytheville, Arkansas (“Issuer”) and BOKF, NA (“Successor Trustee”) | $ | 28,000,000 | 11/1/99 | ||||||
| Indenture of Trust (“Series 2006 Bonds”) |
City of Blytheville, Arkansas (“Issuer”) and BOKF, NA (“Successor Trustee”) | $ | 40,000,000 | 07/15/06 | ||||||
Schedule 6.02
Existing Liens
None.
Schedule 6.04
Existing Investments
None.
Schedule 6.10
Existing Restrictions
None.
