FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.22
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is dated as of March 7, 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) INC., a Kentucky corporation (“IPSCO Kentucky”), (v) ULTRA PREMIUM OILFIELD SERVICES, LTD., a Kentucky limited partnership (“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”), (vii) UPOS, L.L.C., a Kentucky limited liability company (“UPOS”), and (viii) UPOS GP, L.L.C., a Kentucky limited liability company (“UPOS GP,” and, together with the Borrowers, TMK NSG, and UPOS, 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, the Loan Parties, Administrative Agent, and the Lenders are parties to that certain Credit Agreement, dated as of December 7, 2017 (the “Credit Agreement”);
WHEREAS, the Loan Parties have requested that the Lenders and Administrative Agent agree to amend certain provisions of the Credit Agreement; and
WHEREAS, the Lenders and Administrative Agent are willing to agree to such amendments, subject to the terms hereof;
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. Upon the Amendment Effective Date (as hereinafter defined), the Credit Agreement is hereby amended as follows:
(a) The following definitions are hereby inserted into Section 1.01 of the Credit Agreement in a manner that maintains alphabetical order:
“‘Dissolution Conditions’ shall mean:
(a) Administrative Agent shall have received executed copies of all documentation evidencing or describing the dissolution of each of UPOS and UPOS GP; and
FIRST AMENDMENT TO CREDIT AGREEMENT
(b) Administrative Agent and the Lenders shall have received all necessary credit approval.
“‘IPSCO Kentucky Reorganization Conditions’ shall mean:
(a) New IPSCO Kentucky shall have executed and delivered to Administrative Agent, and Administrative Agent shall have executed, a Joinder Agreement;
(b) New IPSCO Kentucky shall have executed and delivered to Administrative Agent, a Security Agreement Supplement (as defined in the Security Agreement);
(c) Administrative Agent shall have received and approved executed copies of all documentation evidencing or describing (i) the merger of IPSCO Kentucky into New IPSCO Kentucky, and (ii) to the extent applicable, the sale, transfer, or assignment of Collateral by IPSCO Kentucky to New IPSCO Kentucky;
(d) Administrative Agent shall have received an appropriate financing statement duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable, to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a first-priority perfected Lien on the Collateral of New IPSCO Kentucky, subject to Permitted Encumbrances, in form and substance acceptable to Administrative Agent in its sole discretion;
(e) Administrative Agent shall have received (i) a certificate of New IPSCO Kentucky, executed by an officer of TMK NSG, which shall (A) certify the resolutions of IPSCO’s Board of Directors for and on behalf of IPSCO, in IPSCO’s capacity as the sole member of TMK NSG, in TMK NSG’s capacity as the sole member of New IPSCO Kentucky, authorizing the execution, delivery and performance of the Loan Documents to which New IPSCO Kentucky is a party, (B) identify by name and title and bear the signatures of the officers of TMK NSG authorized to sign the Loan Documents to which New IPSCO Kentucky is a party, and (C) contain appropriate attachments, including the certificate of formation of New IPSCO Kentucky certified by the relevant authority of the jurisdiction of organization of New IPSCO Kentucky and a true and correct copy of New IPSCO Kentucky’s limited liability company agreement or other organizational or governing documents, (ii) a good standing certificate for New IPSCO Kentucky from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for New IPSCO Kentucky from the appropriate governmental officer in such jurisdiction, each in form and substance acceptable to Administrative Agent in its Permitted Discretion, and (iii) a properly completed and signed IRS Form W-8 or W-9, as applicable, for New IPSCO Kentucky;
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(f) Administrative Agent shall have received the results of a recent lien search in the jurisdiction where New IPSCO Kentucky is organized and in each jurisdiction where the assets of New IPSCO Kentucky are located, and such search shall reveal no Liens on any of the assets of New IPSCO Kentucky except for Permitted Encumbrances;
(g) Administrative Agent shall have received a favorable legal opinion from counsel to each of the Loan Parties and New IPSCO Kentucky, in form and substance satisfactory to Administrative Agent in its sole discretion; and
(h) (i) Administrative Agent and the Lenders shall have (A) received (1) all necessary credit approval, (2) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, for New IPSCO Kentucky and certain Persons designated by Administrative Agent or any Lender as an “executive officer” or a “key shareholder”, and (3) such other documents as the Administrative Agent, the Issuing Bank, any Lender or their respective counsel may have reasonably requested, and (B) completed all legal and regulatory due diligence with respect to New IPSCO Kentucky, and (ii) the corporate structure, capital structure and other material debt instruments, material accounts and governing documents of New IPSCO Kentucky shall be acceptable to the Administrative Agent in its sole discretion.
“‘New IPSCO Kentucky’ has the meaning set forth in Section 6.03(a).
“‘New Ultra’ has the meaning set forth in Section 6.03(a).
“‘Ultra Reorganization Conditions’ shall mean:
(a) New Ultra shall have executed and delivered to Administrative Agent, and Administrative Agent shall have executed, a Joinder Agreement;
(b) New Ultra shall have executed and delivered to Administrative Agent a Security Agreement Supplement (as defined in the Security Agreement);
(c) Administrative Agent shall have received and approved executed copies of all documentation evidencing or describing (i) the merger of Ultra into New Ultra, and (ii) to the extent applicable, the sale, transfer, or assignment of Collateral by Ultra to New Ultra;
(d) Administrative Agent shall have received an appropriate financing statement duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable, to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a first-priority perfected Lien on the Collateral of New Ultra, subject to Permitted Encumbrances, in form and substance acceptable to Administrative Agent in its sole discretion;
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(e) Administrative Agent shall have received (i) a certificate of New Ultra, executed by an officer of TMK NSG which shall (A) certify the resolutions of IPSCO’s Board of Directors for and on behalf of IPSCO, in IPSCO’s capacity as the sole member of TMK NSG, in TMK NSG’s capacity as the sole member of New Ultra, authorizing the execution, delivery and performance of the Loan Documents to which New Ultra is a party, (B) identify by name and title and bear the signatures of the officers of TMK NSG authorized to sign the Loan Documents to which New Ultra is a party, and (C) contain appropriate attachments, including the certificate of formation of New Ultra certified by the relevant authority of the jurisdiction of organization of New Ultra and a true and correct copy of New Ultra’s limited liability company agreement or other organizational or governing documents, (ii) a good standing certificate for New Ultra from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for New Ultra from the appropriate governmental officer in such jurisdiction, each in form and substance acceptable to Administrative Agent in its Permitted Discretion, and (iii) a properly completed and signed IRS Form W-8 or W-9, as applicable, for New Ultra;
(f) Administrative Agent shall have received the results of a recent lien search in the jurisdiction where New Ultra is organized and in each jurisdiction where the assets of New Ultra are located, and such search shall reveal no Liens on any of the assets of New Ultra except for Permitted Encumbrances;
(g) Administrative Agent shall have received a favorable legal opinion from counsel to each of the Loan Parties and New Ultra, in form and substance satisfactory to Administrative Agent in its sole discretion; and
(h) (i) Administrative Agent and the Lenders shall have (A) received (1) all necessary credit approval, (2) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, for New Ultra and certain Persons designated by Administrative Agent or any Lender as an “executive officer” or a “key shareholder”, and (3) such other documents as the Administrative Agent, the Issuing Bank, any Lender or their respective counsel may have reasonably requested, and (B) completed all legal and regulatory due diligence with respect to New Ultra, and (ii) the corporate structure, capital structure and other material debt instruments, material accounts and governing documents of New Ultra shall be acceptable to the Administrative Agent in its sole discretion.”
(b) Section 6.03(a) of the Credit Agreement is hereby deleted in its entirety and replaced as follows:
“(a) No Loan Party will, nor will it permit any Subsidiary to, merge into or
FIRST AMENDMENT TO CREDIT AGREEMENT
consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge into a Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Loan Party (other than a Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Borrower and is not materially disadvantageous to the Lenders, and (iv) upon not less than ten (10) days’ prior, written notice to Administrative Agent, (1) so long as each of the Ultra Reorganization Conditions has been satisfied, as determined by the Administrative Agent in its Permitted Discretion, Ultra may merge into ULTRA Premium Services, L.L.C., a Delaware limited liability company (“New Ultra”) and wholly-owned Subsidiary of TMK NSG, in a transaction in which New Ultra is the surviving entity, (2) so long as each of the IPSCO Kentucky Reorganization Conditions has been satisfied, as determined by the Administrative Agent in its Permitted Discretion, IPSCO Kentucky may merge into IPSCO Tubulars (KY), L.L.C., a Delaware limited liability company (“New IPSCO Kentucky”) and wholly-owned Subsidiary of TMK NSG, in a transaction in which New IPSCO Kentucky is the surviving entity, and (3) so long as each of the Dissolution Conditions has been satisfied, as determined by Administrative Agent in its Permitted Discretion, each of UPOS and UPOS GP may dissolve, so long as their assets are transferred or otherwise assigned to TMK NSG; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.”
(c) Upon the consummation of the transactions described in Section 6.04(a)(iv)(1) and (a)(iv)(2), each reference to (i) “IPSCO Kentucky” in the Credit Agreement and the other Loan Documents shall mean IPSCO Tubulars (KY), L.L.C., a Delaware limited liability company, and (ii) “Ultra” in the Credit Agreement and the other Loan Documents shall be a reference to ULTRA Premium Services, L.L.C., a Delaware limited liability company.
(d) Schedule 3.05 to the Credit Agreement is hereby deleted in its entirety and replaced with Revised Schedule 3.05, 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) (i) neither UPOS nor UPOS GP owns or holds any assets, other than their respective Equity Interests in Ultra, which such Equity Interests will be canceled automatically and without further action upon consummation of the merger of Ultra with and into New Ultra, pursuant to and in accordance with Section 6.03(a) of the Loan Agreement, and (ii) no Collateral shall be transferred, sold, assigned, or otherwise disposed of by UPOS or UPOS GP in connection with or as a result of the dissolution of UPOS and UPOS GP pursuant to and in accordance with Section 6.03(a) of the Loan Agreement;
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(b) the representations and warranties contained in the Credit Agreement (as amended hereby) 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;
(c) on the Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing;
(d) 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 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
(e) 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 “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;
(b) The Loan Parties shall have delivered to the Administrative Agent an updated Exhibit G to the Security Agreement, in form and substance satisfactory to Administrative Agent in its Permitted Discretion;
(c) The Loan Parties shall have delivered to the Administrative Agent a replacement stock certificate representing the Equity Interests of TMK IPSCO Canada held by IPSCO, together with an undated stock power for such stock certificate executed in blank by a duly authorized officer of IPSCO, in form and substance satisfactory to Administrative Agent in its Permitted Discretion; and
(d) All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Administrative Agent.
FIRST AMENDMENT TO CREDIT AGREEMENT
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.
(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
FIRST AMENDMENT TO CREDIT AGREEMENT
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 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]
FIRST AMENDMENT TO CREDIT AGREEMENT
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/ Xxxxx Xxxxxxx Galitzine | |||
| Name: | Xxxxx Xxxxxxx Galitzine | |||
| Title: | Chairman & Chief Executive Officer | |||
| TMK IPSCO INTERNATIONAL, L.L.C., a Delaware limited liability company | ||||
| By | /s/ Xxxxx Xxxxxxx Galitzine | |||
| Name: | Xxxxx Xxxxxxx Galitzine | |||
| Title: | Chairman & Chief Executive Officer | |||
| IPSCO XXXXXX TUBULARS, L.L.C., a Delaware limited liability company | ||||
| By | /s/ Xxxxx Xxxxxxx Galitzine | |||
| Name: | Xxxxx Xxxxxxx Galitzine | |||
| Title: | Chairman & Chief Executive Officer | |||
| IPSCO TUBULARS (KY) INC., a Kentucky corporation | ||||
| By | /s/ Xxxxx Xxxxxxx Galitzine | |||
| Name: | Xxxxx Xxxxxxx Galitzine | |||
| Title: | Chairman & Chief Executive Officer | |||
[continued on next page]
SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT
| ULTRA PREMIUM OILFIELD SERVICES, LTD., a Kentucky limited partnership | ||||
| By: | UPOS GP, L.L.C., its general partner | |||
| By: | TMK NSG, L.L.C., a Delaware limited | |||
| liability company, its sole member | ||||
| By | /s/ Xxxxx Xxxxxxx Galitzine | |||
| Name: | Xxxxx Xxxxxxx Galitzine | |||
| Title: | Chairman & Chief Executive Officer | |||
| OTHER LOAN PARTIES: | ||||
| TMK NSG, L.L.C., a Delaware limited liability company | ||||
| By | /s/ Xxxxx Xxxxxxx Galitzine | |||
| Name: | Xxxxx Xxxxxxx Galitzine | |||
| Title: | Chairman & Chief Executive Officer | |||
| UPOS, L.L.C., a Kentucky limited liability company | ||||
| By: | TMK NSG, L.L.C., a Delaware limited liability company, its sole member | |||
| By | /s/ Xxxxx Xxxxxxx Galitzine | |||
| Name: | Xxxxx Xxxxxxx Galitzine | |||
| Title: | Chairman & Chief Executive Officer | |||
| UPOS GP, L.L.C., a Kentucky limited liability company | ||||
| By: | TMK NSG, L.L.C., a Delaware limited liability company, its sole member | |||
| By | /s/ Xxxxx Xxxxxxx Galitzine | |||
| Name: | Xxxxx Xxxxxxx Galitzine | |||
| Title: | Chairman & Chief Executive Officer | |||
[continued on next page]
SIGNATURE PAGE TO FIRST 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 FIRST AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | ||||
| BANK OF AMERICA, N.A., as a Lender | ||||
| By | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
SIGNATURE PAGE TO FIRST 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 | ||
| 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 | Tubular Connection with Helically Extending Torque Shoulder |
Argentina | P130104348 | Pending | 26-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Australia | 2013352493 | Allowed | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Australia | 2016201258 | Pending | 26-Feb-16 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Bolivia | SP-0365-2013 | Pending | 27-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Brazil | BR 112015012235-3 | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Brazil | BR1320160073552 | Pending | 1-Apr-16 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Canada | 2,892,670 | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
China | ZL201380062028.1 | Granted | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Colombia | 16379 | Granted | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Gulf Cooperation Council | 2013/25868 | Pending | 26-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Gulf Cooperation Council | 2016/30921 | Pending | 29-Feb-16 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Hong Kong | 16101086.5 | Pending | 29-Jan-16 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Indonesia | P-00201503856 | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Japan | 2015-545142 | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Korea | 00-0000-0000000 | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Malaysia | 2015001388 | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Mexico | MX/a/2015/006702 | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Nigeria | 4166 | Granted | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Poland | P-412632 | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Russia | 2015124379 | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Russia | 2016107427 | Pending | 1-Mar-16 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Saudi Arabia | 515360482 | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Singapore | 11201504148X | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Thailand | 1501002842 | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Ukraine | 201505488 | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
United Arab Emirates | Pending | 25-Nov-13 | ||||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
United Kingdom | 2524675 | Granted | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
United Kingdom | 1602961.3 | Pending | 19-Feb-16 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
United States of America | 9,677,346 | Granted | 25-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
United States of America | 2014/0145433 | Pending | 18-Feb-16 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Uruguay | 35.15 | Pending | 28-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Venezuela | 2013-1491 | Pending | 28-Nov-13 | |||||
| Ultra | Tubular Connection with Helically Extending Torque Shoulder |
Vietnam | 0-0000-00000 | Pending | 25-Nov-13 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Argentina | P120101789 | Pending | 18-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Australia | 2012259032 | Pending | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Bolivia | SP-0162-2012 | Pending | 17-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Brazil | BR112013027618-5 | Pending | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Canada | 2,834,586 | Pending | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Chile | 3323-2013 | Pending | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
China | ZL201280024836.4 | Granted | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Xxxxxxxx | 0000 | Granted | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Eurasian Patent Organization | 201301285 | Pending | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
European Patent Convention | 12724267.5 | Pending | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Gulf Cooperation Council | 2012/21202 | Pending | 6-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Hong Kong | 14107151.4 | Granted | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Indonesia | W-00201306039 | Pending | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Japan | 2014-512909 | Granted | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Japan | 2016-228078 | Pending | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Malaysia | PI 2013004087 | Pending | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Mexico | 340,698 | Granted | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
New Zealand | 616778 | Granted | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Nigeria | 1611 | Granted | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Xxxxxxxxx | 000000 | Granted | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
South Africa | 2013/07957 | Pending | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Ukraine | a2013-15154 | Pending | 21-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
United States of America | 2012/0298249 | Pending | 24-May-11 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
United States of America | 2017/0146160 | Pending | 2-Feb-17 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Uruguay | 34089 | Pending | 23-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Venezuela | 00678-2012 | Pending | 24-May-12 | |||||
| Ultra | Tubular Connection and Associated Thread Form |
Vietnam | 0-0000-00000 | Pending | 21-May-12 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Argentina | P140100276 | Pending | 29-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Australia | 0000000000 | Allowed | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Australia | 2017202254 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Bolivia | SP00033-2014 | Pending | 4-Feb-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Brazil | BR112015018602-5 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Canada | 2,900,152 | Granted | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
China | 201480007175.3 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Colombia | 15-207915 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Gulf Cooperation Council | 2014/26359 | Pending | 2-Feb-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Hong Kong | 16103831.9 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Indonesia | P-00201505377 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Japan | 2015-556081 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Korea | 00-0000-0000000 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Malaysia | 2015001944 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Mexico | MX/a/2015/009814 | Allowed | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Nigeria | NG/PT/C/2015/1349 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Russia | 2015137167 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Saudi Arabia | 515360848 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Singapore | 10201604647X | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Singapore | 11201506085X | Granted | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Thailand | 1501004413 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Ukraine | A 2015 07421 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
United Arab Emirates | P986/15 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
United Kingdom | 1702614.7 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
United Kingdom | GB2526963B | Granted | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
United States of America | 9,388,925 | Granted | 28-Jan-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
United States of America | 2016/0281441 | Pending | 10-Jun-16 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Uruguay | 35303 | Pending | 4-Feb-14 | |||||
| Ultra | Tubular Connection Center Shoulder Seal |
Vietnam | 0-0000-00000 | Pending | 28-Jan-14 | |||||
| Ultra | Tubular Connection | Argentina | AR016813 | Granted | 10-Aug-98 | |||||
| Ultra | Tubular Connection | United States of America | 6,322,110 | Granted | 10-Aug-98 | |||||
| Ultra | Sealing System | United States of America | 5,765,836 | Granted | 16-Jul-97 | |||||
| Ultra | Sealing System | United States of America | 6,041,487 | Granted | 6-May-98 | |||||
| Ultra | Curvilinear Sealing System | United States of America | 62/505,262 | Provisional | 12-May-17 | |||||
| Ultra | 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 | 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 | Differential Quench Method and Apparatus |
United States of America | 6,374,901 | Granted | 9-Jul-99 | |||||
| Ultra | Coiler Drum with Raised Surfaces | United States of America | 7,237,414 | Granted | 3-Jul-07 | |||||
| Ultra | High-Strength MicroAlloy Steel | United States of America | 7,220,325 | Granted | 2-Oct-03 | |||||
| Ultra | Process For Making High-Strength MicroAlloy Steel |
United States of America | 6,682,613 | Granted | 3-Apr-02 | |||||
| Ultra | Swaged Pin End of Pipe Connection |
United States of America | 6,024,646 | Granted | 2-Oct-97 | |||||
| Ultra | 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 | Differential-Quench Method and Apparatus |
United States of America | 6,374,901 | Granted | 9-Jul-99 | |||||
| Ultra | Differential-Quench Method and Apparatus |
United States of America | 6,557,622 | Granted | 19-Feb-02 | |||||
| Ultra | Tubular Connection | United States of America | 6,322,110 | Granted | 10-Aug-98 | |||||
| Ultra | Method for Producing Sealing Surfaces on a Tubular Member |
United States of America | 6,041,487 | Granted | 6-May-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 Premium Oilfield Services, Ltd. | ||||
| 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 Premium Oilfield Services, Ltd. | ||||
| 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 Premium Oilfield Services, Ltd. | ||||
| Existing drawings of produced products of the ULT product line. | V3535D500 | 00-Xxx-00 | Xxxxxx Xxxxxx | Ultra Premium Oilfield Services, Ltd. | ||||
| Manufacturing and quality control specifications for the products of the ULT product line. | V3535D500 | 00-Xxx-00 | Xxxxxx Xxxxxx | Ultra Premium Oilfield Services, Ltd. | ||||
| Marketing literature for the products of the ULT product line. | V3535D500 | 00-Xxx-00 | Xxxxxx Xxxxxx | Ultra Premium Oilfield Services, Ltd. | ||||
Copyright Applications
None.
