MAVERICK TUBE CORPORATION
FOURTH AMENDMENT TO SECURED CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank
Chicago, Illinois
Mercantile Bank National Association
St. Louis, Missouri
Ladies and Gentlemen:
Reference is hereby made to that certain Secured Credit Agreement dated as of
September 18, 1998 (as heretofore amended the "Credit Agreement") among the
undersigned, Maverick Tube Corporation, a Delaware corporation (the "Borrower"),
you (the "Banks") and Xxxxxx Trust and Savings Bank, as agent for the Banks (the
"Agent"). All defined terms used herein shall have the same meaning as in the
Credit Agreement unless otherwise defined herein.
The Borrower, the Agent and the Banks wish to amend the Credit Agreement and to
modify certain other terms and conditions of the Credit Agreement, all on the
terms and conditions set forth in this Amendment.
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.
Upon satisfaction of all of the conditions precedent set forth in Section 2
hereof, the Credit Agreement shall be amended as follows:
1.1. The second paragraph of Section 1.1 (a) of the Credit Agreement is hereby
amended in its entirety and as so amended shall be restated to read as follows:
(b) The Revolving Credit shall consist of a base revolving credit (the "Base
Credit") in an aggregate principal amount at any one time outstanding of up to
$50,000,000, which shall be available at all times during the term of this
Agreement and an excess revolving credit (the "Excess credit") in an aggregate
principal amount at any one time outstanding of up to $7,000,000, which shall be
available only during the period commencing on March [30], 2000 to and including
June 30, 2000 (the Excess Credit Availability Period").
The respective maximum aggregate principal amounts of the Base Credit at any one
time outstanding and the percentage of the Base Credit available at any time
which each Bank by its acceptance hereof severally agrees to make available to
the Company is as follows (collectively, the "Base Revolving Credit Commitments"
and individually, a "Base Revolving credit Commitment"):
Xxxxxx Trust and Savings Bank $25,000,000.00
Mercantile Bank National Association $25,000,000.00
Total $50,000,000.00
The respective maximum aggregate principal amounts of the Excess Credit at any
one time outstanding and the percentage of the Excess Credit available at any
time which each Bank by its acceptance hereof severally agrees to make available
to the Company are as follows (collectively, the "Excess Revolving Credit
Commitments" and individually, an "Excess Revolving Credit Commitment"):
Xxxxxx Trust and Savings Bank $7,000,000.00
Mercantile Bank National Association $0
Total $7,000,000.00
Each Bank's Base Revolving Credit Commitment and Excess Revolving Credit
Commitment during any period are hereinafter referred to collectively as the
"Revolving Credit Commitment" for such Bank during such period and the Base
Revolving Credit Commitments and Excess Revolving Credit commitments for all
Banks during any period are hereinafter collectively referred to as the
"Revolving Credit Commitments" during such period. Each Bank acknowledges and
agrees that upon the expiration of the Excess Credit Availability Period there
shall be such non-ratable repayments and borrowings under the Credit Agreement,
as amended hereby, so that, after giving effect thereto, the percentages of each
Bank's Revolving Credit Commitments in use shall be identical.
1.2 Section 4.1 of the Credit Agreement shall be amended by adding thereto the
following new definition in the appropriate alphabetical location:
"Commitment Percentage" means, at any time and as to any Bank, the percentage of
the Revolving Credit Commitments then in effect represented by such Bank's
Revolving Credit Commitment as then in effect or, if the Revolving Credit
Commitments have been terminated or expired, the percentage held by such Bank of
the aggregate principal amount of all Revolving Credit Loans then outstanding.
SECTION 2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:
2.1
The Borrower, the Agent and the Banks shall have executed this Amendment (such
execution may be in several counterparts and the several parties hereto may
execute on separate counterparts).
2.2 The Borrower shall have executed and delivered to each Bank which has
increased its Revolving Credit Commitment pursuant hereto a Secured Revolving
Credit note in the form attached to the Credit Agreement as Exhibit A to reflect
the amount of the Excess Credit.
2.3 The Agent shall have received copies (executed or certified as may be
appropriate) of all legal documents or proceedings taken in connection with the
execution and delivery of this Amendment and the other instruments and documents
contemplated hereby and an opinion of counsel to the Borrower, in form and
substance satisfactory to the Banks.
2.4 The Agent shall have received copies, certified by the secretary or
assistant secretary of the Borrower, of resolutions regarding the transactions
contemplated by this Amendment, duly adopted by the Board of Directors of the
Borrower, and satisfactory in form and substance to all of the Banks.
2.5 A Guarantor's Consent of the benefit of the Banks shall have been executed
and delivered by each Guarantor to the Agent, a form of which is attached
hereto.
2.6 The Borrower shall be in full compliance with all of the terms and
conditions of the Loan Documents and no Event of Default or Potential Default
shall have occurred and be continuing thereunder or shall result after giving
effect to this Amendment.
2.7 Legal matters incident to the execution and delivery of this Amendment shall
be satisfactory to each of the Banks and their legal counsel.
SECTION 3. REPRESENTATIONS AND WARRANTIES.
The Borrower, by its execution of this Amendment, hereby certifies and warrants
the following:
(a) each of the representations and warranties set forth in Section 5 of the
Credit Agreement is true and correct as of the date hereof as if made on the
dated hereof, except that the representations and warranties made under Section
5.2 shall be deemed to refer to the most recent annual report furnished to the
Banks by the Borrower; and
(b) the Borrower is in full compliance with all of the terms and conditions of
the Credit Agreement and no Event of Default or Potential Default has occurred
and is continuing thereunder.
SECTION 4. MISCELLANEOUS
4.1 The Borrower has heretofore executed and delivered to the Agent the Security
Agreement and the Borrower hereby agrees that notwithstanding the execution and
delivery hereof, such Security Agreement shall be and remain in full force and
effect and that any rights and remedies of the Agent thereunder, obligations of
the Borrower thereunder and any liens or security interests created or provided
for thereunder shall be and remain in full force and effect, obligations and
liabilities to the Agent and the Banks under the Credit Agreement as amended
hereby. Nothing herein contained shall in any manner affect or impair the
priority of the liens and security interests created and provided for by the
Security Agreement as to the indebtedness which would be secured thereby prior
to giving effect hereto.
4.2 Reference to this specific Amendment need not be made in any note, document,
letter, certificate, any security agreement, or any communication issued or made
pursuant to or with respect to the Credit Agreement, any reference to the Credit
Agreement being sufficient to refer to the Credit Agreement as amended hereby.
4.3 This Amendment may be executed in any number of counterparts, and by the
different parties on different counterparts, all of which taken together shall
constitute one and the same agreement. Any of the parties hereby may execute
this agreement by signing any such counterpart and each of such counterparts
shall for all purposes be deemed to be an original. This agreement shall be
governed by the internal laws of the State of Illinois.
4.4 The Borrower agrees to pay all reasonable costs and expenses, including
without limitation attorneys fees, incurred by the Agent and each of the Banks
in connection with the preparation, negotiation, execution and delivery of this
Amendment and the other documents contemplated hereby.
Upon acceptance hereof by the Agent and the Banks in the manner hereinafter set
forth, this Amendment shall be a contract between us for the purposes
hereinabove set forth.
Dated as of March 30, 2000.
MAVERICK TUBE CORPORATION
By /s/ Xxxxx X. Xxxxx
Its Vice President
Accepted and agreed to as of the day and year last above written.
XXXXXX TRUST AND SAVINGS BANK
Individually and as Agent
By /s/ Xxx Xxxx
Its Vice President
MERCANTILE BANK NATIONAL ASSOCIATION
By /s/ Xxxxx Xxxxxx
Its Vice President
GUARANTOR'S CONSENT
The undersigned, MAVERICK INVESTMENT CORPORATION and MAVERICK TUBE, L.P. have
heretofore executed and delivered to the Banks a Guaranty Agreement dated
September 18, 1998 (the "Guaranty), pursuant to which the undersigned have
jointly and severally guaranteed all of the indebtedness, obligations and
liabilities of Maverick Tube Corporation owing to the Agent and the Banks. The
undersigned hereby agree that Maverick Tube Corporation and the Banks may enter
into the foregoing Amendment shall not in any way affect or impair or modify the
terms or provisions of, or the obligations of the undersigned under, the
Guaranty. The undersigned further agree that their consent to any further
amendments to the Loan Documents, or to the foregoing Amendment or any other
documents which the Banks and Maverick Tube Corporation may enter into from time
to time hereafter, shall not be required as a result of this consent having been
obtained.
MAVERICK INVESTMENT CORPORATION
By /s/ Xxxxx X. Xxxxx
Its Vice President
MAVERICK TUBE, L.P.
By: Maverick Tube Corporation
Its: General Partner
By /s/ Xxxxx X. Xxxxx
Its Vice President
