Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is executed as
of the 15th day of July, 2002, by and among Maverick Tube Corporation, a
Delaware corporation (the "Company"), Maverick Investment Corporation, a
Delaware corporation ("Investment"), Maverick Tube, L.P., a Delaware limited
partnership ("Tube"), Precision Tube Holding Corporation, a Delaware corporation
("Holding"), Maverick GP, Inc., a Delaware corporation ("GP Inc."), Precision
GP, LLC, a Delaware limited liability company ("GP LLC"), Precision Tube
Technology, L.P., a Texas limited partnership ("Precision" and collectively with
the Company, Investment, Tube, Holding, GP Inc. and GP LLC, the "US Borrowers"
and individually, a "US Borrower"), Prudential Steel Ltd., an Alberta
corporation ("Prudential"), Maverick Exchangeco (Nova Scotia) ULC, a Nova Scotia
unlimited liability company ("Exchangeco"), Maverick Tube (Canada) Inc., an
Alberta corporation ("Tube Canada"), Precision Tube Canada Limited, an Alberta
corporation ("Precision Canada" and collectively with Prudential, Exchangeco and
Tube Canada, the "Canadian Borrowers" and individually, a "Canadian Borrower")
(the US Borrowers and the Canadian Borrowers are together referred to herein as
the "Borrowers" and individually, a "Borrower"), JPMorgan Chase Bank,
individually as Lender, Issuing Bank, Swingline Lender and as the Administrative
Agent, CIT Business Credit Canada Inc., individually as Lender and as the
Canadian Administrative Agent and as Issuing Bank, General Electric Capital
Corporation, as Documentation Agent, and each of the Lenders that is a signatory
hereto.
W I T N E S S E T H:
WHEREAS, the Borrowers, JPMorgan Chase Bank, individually as Lender,
Issuing Bank, Swingline Lender and as the Administrative Agent, CIT Business
Credit Canada Inc., individually as Lender and as the Canadian Administrative
Agent and as Issuing Bank, General Electric Capital Corporation, as
Documentation Agent, and the Lenders are parties to that certain Credit
Agreement dated as of March 28, 2002 (the "Credit Agreement") (unless otherwise
defined herein, all terms used herein which are defined in the Credit Agreement
shall have the meaning when used herein assigned to such terms in the Credit
Agreement); and
WHEREAS, the Borrowers have requested that Section 7.5 of the Credit
Agreement be amended to (a) increase the amount of Stock Repurchases and (b)
eliminate the limitation on the amount of such Stock Repurchases permitted
during any twelve consecutive month period; and
WHEREAS, the Borrowers have requested that Section 7.6 of the Credit
Agreement be amended to permit investments of the type described in clauses (b),
(c), (d), (e), (f) and (h) of Section 7.6 of the Credit Agreement (i) by US
Borrowers at any time that the aggregate outstanding principal balance US
Revolving Loans is less than US$5,000,000 and (ii) by Canadian Borrowers at any
time that the aggregate outstanding principal balance of the Canadian Revolving
Loans is less than US$5,000,000; and
WHEREAS, the Borrowers have requested (a) an extension to July 30, 2002 of
the dates on which the Borrowers are required to satisfy the Landlord Waiver
Agreement post-closing conditions set forth as items 12 and 13 of Schedule 3.3
of the Credit Agreement and the delivery of the same as set forth in item 17 of
Schedule 3.3 of the Credit Agreement, (b) an extension to
[1]
August 31, 2002 of the date on which the Borrowers are required to satisfy the
post-closing condition set forth as item 18 of Schedule 3.3 of the Credit
Agreement, (c) a permanent waiver of the post-closing conditions requiring the
delivery of the Peterhead, Aberdeen, Scotland and Conroe, Texas Landlord Waiver
Agreements as set forth in item 17 of Schedule 3.3 of the Credit Agreement, (d)
an extension of the Borrowers' obligation to satisfy the post-closing conditions
set forth in item 12, 13, and 17 of Schedule 3.3 of the Credit Agreement (which,
pursuant to that certain letter dated as of April 16, 2002, were required to be
satisfied on or before May 15, 2002), and (e) an extension of the Borrowers'
obligation to satisfy the post-closing conditions set forth in item 18 of
Schedule 3.3 of the Credit Agreement (which, pursuant to the terms of the Credit
Agreement, was required to be satisfied on or before June 1, 2002).
WHEREAS, subject to the terms and conditions set forth herein, Lenders have
agreed to the Borrowers' requests.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, the
parties hereto hereby agree as follows:
SECTION 1. Amendments. In reliance on the representations, warranties,
covenants and agreements contained in this Amendment, but subject to the
satisfaction of the condition precedent contained in Section 3 hereof, the
Credit Agreement shall be amended effective as of the date hereof in the manner
provided in this Section 1.
1.1 Dividends, etc. Clause (c) of Section 7.5 of the Credit Agreement shall
be amended and restated in its entirety to read as follows:
"(c) the Company may purchase, redeem, retire or otherwise acquire its
outstanding Equity (a "Stock Repurchase") so long as (1) Excess
Availability was not less than $40,000,000 at any time during the thirty
(30) day period ending on the date of such Stock Repurchase assuming that
such Stock Repurchase occurred on the first day of such period, (2) Excess
Availability will be not less than $40,000,000 immediately after giving
effect to such Stock Repurchase, (3) no Default exists or will exist after
giving effect to such Stock Repurchase, and (4) the aggregate amount paid
for all such Stock Repurchases does not exceed $20,000,000 during the term
of this Agreement"
1.2 Investments, Loans, etc. The last paragraph of Section 7.6 of the
Credit Agreement shall be amended and restated in its entirety to read as
follows:
"Notwithstanding the foregoing, investments of the type described in
clauses (b), (c), (d), (e), (f) and (h) shall not be permitted to be made
or maintained (1) by any Canadian Borrower at any time that the aggregate
outstanding principal balance of all Canadian Loans is US$5,000,000 or
greater (based on the Dollar Equivalent of any C$ Denominated Loans on the
date of determination), or (2) by any US Borrower at any time that the
aggregate outstanding principal balance of all US Loans is US$5,000,000 or
greater."
[2]
SECTION 2. Extensions. In reliance on the representations, warranties,
covenants and agreements contained in this Amendment, but subject to the
satisfaction of the condition precedent set forth in Section 3 hereof, Lenders
hereby agree as follows:
2.1 Post-Closing Conditions Deletion. The Lenders hereby permanently waive
the post-closing conditions requiring the delivery of the Peterhead, Aberdeen,
Scotland and Conroe, Texas Landlord Waiver Agreements set forth in item 17 of
Schedule 3.3 of the Credit Agreement.
2.2 Extensions. The Lenders hereby (i) extend to July 30, 2002 the dates on
which the Borrowers are required to satisfy the post closing conditions set
forth as items 12 and 13 of Schedule 3.3 of the Credit Agreement and the
delivery of the Calgary, Alberta Landlord Waiver Agreement set forth in item 17
of Schedule 3.3 of the Credit Agreement, and (ii) extend to August 31, 2002 the
date on which the Borrowers are required to satisfy the post closing condition
set forth as item 18 of Schedule 3.3 of the Credit Agreement.
2.3 Acknowledgement of Limited Extensions. In addition to the other terms
and conditions set forth herein, the Borrowers acknowledge that (a) the
extensions set forth in this Section 2 are limited solely to the matters set
forth in this Section 2, and (b) nothing contained herein shall obligate any
Agent or any Lender to grant any waiver of or extension of any other obligation
of any Borrower under the Credit Agreement or any other Financing Document or to
grant any future waiver of Section 3.3 of the Credit Agreement or to grant any
extension of any post-closing delivery dates set forth in Schedule 3.3 to the
Credit Agreement.
SECTION 3. Conditions Precedent. The effectiveness of the amendments to the
Credit Agreement contained in Section 1 hereof and the waivers and extensions
contained in Section 2 hereof shall be subject to the payment by the Borrowers
to each Lender (for purposes of this provision only, each Lender and its Related
Affiliate, if any, shall be deemed to consist of a single Lender) which executes
and delivers this Amendment on or before July 30, 2002 of an amendment fee in
the amount of US$2,500.
SECTION 4. Representations and Warranties. In order to induce each Agent
and each Lender to enter into this Amendment, the Borrowers hereby jointly and
severally represent and warrant to each Agent and each Lender that:
4.1 Accuracy of Representations and Warranties. Each representation and
warranty of the Borrowers contained in the Financing Documents are true and
correct in all material respects as of the date hereof (except to the extent
that such representations and warranties are expressly made as of a particular
date, in which event such representations and warranties were true and correct
as of such date);
4.2 No Defaults. No Default or Event of Default has occurred which is
continuing; and
4.3 No Defense. No Borrower has any defense to payment, counterclaim or
right of set-off with respect to the Lender Indebtedness on the date hereof.
[3]
SECTION 5. Miscellaneous.
5.1 Reaffirmation of Financing Documents; Extension of Liens. Any and all
of the terms and provisions of the Credit Agreement and the Financing Documents
shall, except as amended and modified hereby, remain in full force and effect.
Each Borrower hereby extends each Lien granted by such Borrower to secure the
Lender Indebtedness (or Canadian Lender Indebtedness in the case of Canadian
Borrowers) until the Lender Indebtedness (or Canadian Lender Indebtedness in the
case of Canadian Borrowers) has been paid in full, and agree that the amendments
and modifications herein contained shall in no manner affect or impair the
Lender Indebtedness (or Canadian Lender Indebtedness in the use of Canadian
Borrowers) or the Liens securing payment and performance thereof, all of which
are ratified and confirmed.
5.2 Parties in Interest. All of the terms and provisions of this Amendment
shall bind and inure to the benefit of the parties hereto and their respective
successors and assigns.
5.3 Counterparts, Effectiveness of Amendment. This Amendment may be
executed in counterparts, and all parties need not execute the same counterpart;
however, no party shall be bound by this Amendment until (a) this Amendment has
been executed by each Borrower and the Required Lenders, and (b) the Borrowers
have paid the fees required by Section 3 hereof, at which time this Amendment
shall be binding on, enforceable against and inure to the benefit of the
Borrowers, each Agent and all Lenders. Facsimiles shall be effective as
originals.
5.4 COMPLETE AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
FINANCING DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
5.5 Headings. The headings, captions and arrangements used in this
Amendment are, unless specified otherwise, for convenience only and shall not be
deemed to limit, amplify or modify the terms of this Amendment, nor affect the
meaning thereof.
[Signature Pages Follow]
[4]
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
DATED JULY 15, 2002
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA, INC., AS CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS LENDERS
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
JPMORGAN CHASE BANK,
as Lender and Administrative Agent
By: /s/ Xxx X. Xxxxxxxx
-------------------------------------
Xxx X. Xxxxxxxx
Senior Vice President
JPMORGAN CHASE BANK,
TORONTO BRANCH, as Lender
By: /s/ Xxxxxxxxx Xxxx
-------------------------------------
Xxxxxxxxx Xxxx
Vice President
CIT BUSINESS CREDIT CANADA
INC., as Lender and Canadian
Administrative Agent
By: /s/ Xxx Xxxxxx
-------------------------------------
Xxx Xxxxxx
Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION, as Lender and
Documentation Agent
By: /s/ Xxxx Xxxxxx
-------------------------------------
Xxxx Xxxxxx
Duly Authorized Signatory
Signature Page
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
DATED JULY 15, 2002
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA, INC., AS CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS LENDERS
GENERAL ELECTRIC CAPITAL
CANADA INC., as Lender
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx
Senior Vice President
THE CIT GROUP/BUSINESS CREDIT,
INC., as Lender
By: /s/ Xxxxx Xxxxx
-------------------------------------
Xxxxx Xxxxx
Vice President
U.S. BANK NATIONAL
ASSOCIATION, as Lender
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxx
Vice President
FLEET CAPITAL CANADA
CORPORATION, as Lender
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Xxxx Xxxxxxx
Vice President
Signature Page
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
DATED JULY 15, 2002
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA, INC., AS CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS LENDERS
FLEET CAPITAL CORPORATION, as
Lender
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxxxx
Senior Vice President
RBC CENTURA BANK, as Lender
By: /s/ E. Xxxx Xxxxxxxxxxxx
-------------------------------------
E. Xxxx Xxxxxxxxxxxx
Market Manager
ROYAL BANK OF CANADA, as Lender
By: /s/ R.G.M. Straathof
-------------------------------------
R.G.M. Straathof
Senior Manager
CITIZENS BUSINESS CREDIT, as
Lender
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Xxxx X. Xxxxxx
Vice President
Signature Page
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
DATED JULY 15, 2002
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA, INC., AS CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS LENDERS
MAVERICK TUBE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Vice President
MAVERICK INVESTMENT
CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Vice President
MAVERICK TUBE, L.P.
By: Maverick GP, Inc., its general
partner
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Vice President
PRECISION TUBE HOLDING
CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Vice President
MAVERICK GP, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Vice President
Signature Page
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
DATED JULY 15, 2002
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA, INC., AS CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS LENDERS
PRECISION GP, LLC
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Vice President of sole member
PRECISION TUBE TECHNOLOGY,
L.P.
By: Precision GP, LLC, its general
partner
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Vice President of sole
member
PRUDENTIAL STEEL LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
President
MAVERICK TUBE (CANADA) INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
Vice President
MAVERICK EXCHANGECO (NOVA
SCOTIA) ULC
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
Vice President
Signature Page
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
DATED JULY 15, 2002
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA, INC., AS CANADIAN ADMINISTRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS LENDERS
PRECISION TUBE CANADA LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
President
Signature Page
