Exhibit 10.1
SIXTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
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THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Sixth
Amendment") is executed as of the 9th day of April, 2004, by and among Maverick
Tube Corporation, a Delaware corporation (the "Company"), ▇▇▇▇▇▇, ▇.▇., a Texas
limited partnership ("▇▇▇▇▇▇"), SEAC Acquisition, LLC, a Delaware limited
liability company ("SEAC"), Maverick C&P, Inc., a Delaware corporation ("C&P"),
Maverick Investment, LLC, a Delaware limited liability company ("Investment"),
Maverick Tube, L.P., a Delaware limited partnership ("Tube"), Precision Tube
Holding, LLC, a Delaware limited liability company ("Holding"), Maverick GP,
LLC, a Delaware limited liability company ("Maverick GP"), Precision GP, LLC, a
Delaware limited liability company ("Precision GP"), Precision Tube Technology,
L.P., a Texas limited partnership ("Precision" and collectively with the
Company, ▇▇▇▇▇▇, SEAC, C&P, 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"), Maverick Tube Canada LP, an Alberta
limited partnership ("Canada LP"), Maverick Tube Canada GP, Ltd., an Alberta
limited corporation ("Canada GP"), Maverick Tube Canada ULC, a Nova Scotia
unlimited liability company ("Maverick ULC"), Maverick Tube International
Holdings, Inc., a Delaware corporation ("International Holdings"), Prudential
Steel Holdings, ULC, a Nova Scotia unlimited liability company ("Prudential
Holdings", and collectively with Prudential, Exchangeco, Tube Canada, Precision
Canada, Canada LP, Canada GP, Maverick ULC and International Holdings, 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 a Lender,
as an Issuing Bank, as the Swingline Lender and as the Administrative Agent, CIT
Business Credit Canada Inc., individually as a Lender, as an Issuing Bank and as
the Canadian Administrative Agent, General Electric Capital Corporation, as a
Lender and as the Documentation Agent, and each of the other Lenders that is a
signatory hereto.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Agents and the Lenders are parties to that
certain Amended and Restated Credit Agreement dated as of December 31, 2002 (as
amended from time to time, the "Credit Agreement;" unless otherwise defined
herein, all capitalized terms used herein which are defined in the Credit
Agreement shall have the meaning given such terms in the Credit Agreement,
including, to the extent applicable, after giving effect to this Sixth
Amendment), pursuant to which the Lenders provide certain financing to the
Borrowers in accordance with the terms and conditions set forth therein; and
WHEREAS, the Borrowers have informed the Lenders that the Company and Tube
propose to enter into the Texas Arai Purchase Agreement with Grant Prideco and
Texas Arai,
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pursuant to which, among other things, Tube will acquire the Texas Arai
Collateral from Texas Arai; and
WHEREAS, the transactions contemplated by the Texas Arai Purchase
Agreement, including, without limitation, the acquisition of the Texas Arai
Collateral, are prohibited under the terms of the Credit Agreement; and
WHEREAS, the Borrowers have requested that the Lenders (a) consent to the
Texas Arai Acquisition Transactions and (b) amend certain provisions of the
Credit Agreement in connection therewith; and
WHEREAS, subject to the terms and conditions set forth herein, the 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 Sixth Amendment, but subject to the
satisfaction of each condition precedent contained in Section 2 hereof, the
Credit Agreement shall be amended effective as of the date hereof in the manner
provided in this Section 1.
1.1 Amended Definition. The definition of "Financing Documents" contained
in Section 1.1 of the Credit Agreement shall be amended to read in full as
follows:
"Financing Documents" shall mean this Agreement, the First Amendment,
the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth
Amendment, the Sixth Amendment, the Notes, the Security Instruments, the
Applications, Borrowing Requests, Borrowing Base Reports, the Cash
Collateral Account Agreements, the Canadian Fee Letter, the Fee Letter, and
the other documents, instruments or agreements described in Section 3.1 and
Section 3.2, together with any other document, instrument or agreement
(other than participation, agency or similar agreements among the Lenders
or between any Lender and any other bank or creditor with respect to any
indebtedness or obligations of the Company or its Subsidiaries hereunder or
thereunder) now or hereafter entered into in connection with the Loans, the
Lender Indebtedness or the Collateral, as such documents, instruments or
agreements may be amended, modified or supplemented from time to time.
1.2 Additional Definitions. Section 1.1 of the Credit Agreement shall be
amended to add thereto in alphabetical order the following defined terms:
"Sixth Amendment" shall mean the Sixth Amendment to Amended and
Restated Credit Agreement dated as of April 9, 2004, by and among the
Borrowers, the Agents and the Lenders.
"Grant Prideco" shall mean Grant Prideco, Inc., a Delaware
corporation.
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"Texas Arai" shall mean Texas Arai, Inc., a Delaware corporation.
"Texas Arai Acquisition Documents" shall mean the Texas Arai Purchase
Agreement and all other documents, instruments or agreements evidencing or
otherwise pertaining to the Texas Arai Purchase Agreement.
"Texas Arai Acquisition Transactions" shall mean the transactions
contemplated by the Texas Arai Purchase Agreement.
"Texas Arai Closing Date" shall mean the "Closing Date" as defined in
the Texas Arai Purchase Agreement.
"Texas Arai Collateral" shall mean the "Acquired Assets" as defined in
the Texas Arai Purchase Agreement.
"Texas Arai Purchase Agreement" shall mean that certain Purchase and
Sale Agreement dated on or about April 9, 2004 by and among the Company,
Tube, Grant Prideco and Texas Arai, and substantially in the form of the
final drafts thereof provided to the Administrative Agent on April 9, 2004.
1.3 Texas Arai Acquisition Documents. A new Section 5.32 shall be added to
the Credit Agreement which shall read in full as follows:
Section 5.32 Texas Arai Acquisition Documents. The Borrowers have
provided to the Administrative Agent a true and correct copy of the Texas
Arai Purchase Agreement and all other Texas Arai Acquisition Documents. No
material rights or obligations of any party to any of the Texas Arai
Acquisition Documents have been waived and no party to any of the Texas
Arai Acquisition Documents is in default of its obligations or in breach of
any representations or warranties made thereunder. Each of the Texas Arai
Acquisition Documents is a valid, binding and enforceable obligation of
each party thereto in accordance with its terms and is in full force and
effect. Each representation and warranty made by each party in the Texas
Arai Acquisition Documents is true and correct on the date hereof and will
be true and correct on the Texas Arai Closing Date.
1.4 Amendment to the Acquisitions; Creation of Subsidiaries Covenant.
Section 7.17 of the Credit Agreement shall be amended and restated in its
entirety to read as follows:
Section 7.17 Acquisitions; Creation of Subsidiaries. Create or acquire
any Subsidiary or any asset or operating division of any other Person other
than (i) the Acquisition Transactions, (ii) the Merger Transactions, (iii)
the formation of SC Acquisition, (iv) the Texas Arai Acquisition
Transactions; (v) the purchase of inventory in the ordinary course of
business, and (vi) the purchase of capital assets expressly permitted
hereunder.
1.5 Modification of Texas Arai Documents. A new Section 7.26 shall be added
to the Credit Agreement which shall read in full as follows:
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Section 7.26 Modification of Texas Arai Acquisition Documents. Amend,
modify or waive any provision of any of the Texas Arai Acquisition
Documents.
1.6 Amendment to Credit Agreement Schedules. Schedule 5.19, Schedule 5.21,
Schedule 5.23, Schedule 5.24, Schedule 7.2 and Schedule 7.3 to the Credit
Agreement shall be replaced with Schedule 5.19, Schedule 5.21, Schedule 5.23,
Schedule 5.24, Schedule 7.2 and Schedule 7.3, respectively, attached hereto.
Section 2. Conditions Precedent. The effectiveness of the amendments to the
Credit Agreement contained in Section 1 hereof is subject to the satisfaction of
each of the following conditions precedent:
2.1 Officers' Certificates; Opinions, etc. The Borrowers shall have
delivered to the Administrative Agent such certificates of authorized officers
of the Company and Tube, certificates of Governmental Authorities, certified
copies of the certificates of formation, operating and limited partnership
agreements, as applicable, of the Company and Tube (or certified confirmation
that no amendments, modifications or revisions have been to those previously
certifies and delivered to the Administrative Agent, as applicable), certified
copies of resolutions of the partners, managers or members, as applicable of the
Company and Tube and such other documents, instruments agreements and opinions
of counsel as the Administrative Agent shall require to evidence the valid
corporate existence and authority to conduct business of the Company and Tube
and the due authorization, execution and delivery of the Texas Arai Acquisition
Documents, this Sixth Amendment any other documents related to this Sixth
Amendment and any other legal maters relating to the Borrowers, any Subsidiary
or the other Financing Documents by the Borrowers, all in a form and substance
satisfactory to the Administrative Agent and its counsel.
2.2 Real Estate Mortgage. The Administrative Agent shall have received a
Real Estate Mortgage dated as of the Texas Arai Closing Date and duly executed
by Tube granting to the Administrative Agent a first priority perfected lien in
and to all Mortgaged Real Property owned by Tube as of the Texas Arai Closing
Date subject to Permitted Liens.
2.3 Survey Affidavit. The Administrative Agent shall have received a survey
affidavit duly executed and acknowledged, in form and substance acceptable to
the title company issuing the Mortgagee's Policy of Title Insurance and the
Administrative Agent, with respect to the Real Property comprising the Texas
Arai Collateral.
2.4 Title Commitment. The Administrative Agent shall have received a
Commitment for a Mortgagee's Policy of Title Insurance in form and substance
satisfactory to the Administrative Agent with respect to the Real Property
comprising the Texas Arai Collateral, together with evidence satisfactory to the
Administrative Agent that Mortgagees' Policy of Title Insurance will be issued
pursuant to such commitment and all premiums therefor have been paid.
2.5 The Consummation of the Texas Arai Acquisition Transactions. The Texas
Arai Acquisition Transactions scheduled to occur on the Texas Arai Closing Date
in accordance with the Texas Arai Purchase Agreement shall have occurred and
been consummated on or prior to April 30, 2004 and on the terms and conditions
set forth in the Texas Arai
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Acquisition Documents, and as a result thereof, Tube shall have succeeded to all
right, title and interest of Texas Arai in and to all rights, interests of Texas
Arai in the Texas Arai Collateral, in each case, free and clear of all Liens,
claims and encumbrances other than Permitted Liens.
2.6 Certified Copy of Texas Arai Acquisition Documents. The Administrative
Agent shall have received a certified copy of each of the Texas Arai Acquisition
Documents, each of which shall be substantially in the form of the final drafts
thereof provided to the Administrative Agent.
2.7 Cash Management Arrangements. The Administrative Agent shall be
satisfied in its sole discretion with all aspects of Borrowers' cash management
arrangements, both prior to and after giving effect to this Sixth Amendment and
the Texas Arai Acquisition Transaction.
2.8 Documentation. The Administrative Agent shall have received such other
documents, instruments and agreements as it or any Lender may reasonably
request, all in form and substance reasonably satisfactory to the Administrative
Agent and the Lenders.
2.9 No Defaults. No Default or Event of Default shall exist.
Section 3. Representations and Warranties. In order to induce each Agent
and each Lender to enter into this Sixth Amendment, the Borrowers hereby jointly
and severally represent and warrant to each Agent and each Lender that:
3.1 Accuracy of Representations and Warranties. Each of the representations
and warranties of each Borrower contained in the Financing Documents is 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).
3.2 Texas Arai Acquisition Documents. No material rights or obligations of
any party to any of the Texas Arai Acquisition Documents have been waived and no
party to any of the Texas Arai Acquisition Documents is in default of its
obligations or in breach of any representations or warranties made thereunder,
each of the Texas Arai Acquisition Documents is a valid, binding and enforceable
obligation of each party thereto in accordance with its terms and is in full
force and effect, and each representation and warranty made by each party in the
Texas Arai Acquisition Documents is true and correct on the date hereof and will
be true and correct on the Texas Arai Closing Date.
3.3 Due Authorization, No Conflicts. The execution, delivery and
performance by the Borrowers of this Sixth Amendment and all other documents,
instruments or agreements executed by any of the Borrowers in connection with
this Sixth Amendment, are within the Borrowers' corporate, partnership,
unlimited liability company, or limited liability company powers, as applicable,
have been duly authorized by all necessary corporate, partnership, unlimited
liability company or limited liability company action, require no action by or
in respect of, or filing with, any governmental body, agency or official and do
not violate or constitute a default under any provision of applicable law or any
material agreement binding
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upon the Borrowers or their Subsidiaries, or result in the creation or
imposition of any Lien upon any of the assets of the Borrowers or their
Subsidiaries except for Permitted Liens.
3.4 Validity and Binding Effect. This Sixth Amendment and all other
documents, instruments or agreements executed by any of the Borrowers in
connection with this Sixth Amendment each constitutes the valid and binding
obligations of the applicable Borrowers enforceable in accordance with their
respective terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally,
and the availability of equitable remedies may be limited by equitable
principles of general application.
3.5 Absence of Defaults. Neither a Default nor an Event of Default has
occurred which is continuing. -------------------
3.6 No Defense. No Borrower has any defense to payment, counterclaim or
rights of set-off with respect to the Lender ----------- Indebtedness on the
date hereof.
Section 4. Miscellaneous.
4.1 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.
4.2 Parties in Interest. All of the terms and provisions of this Sixth
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
4.3 Counterparts, Effectiveness of Sixth Amendment. This Sixth Amendment
may be executed in counterparts, and all parties need not execute the same
counterpart; however, no party shall be bound by this Sixth Amendment until this
Sixth Amendment has been executed by each Borrower and all Lenders, at which
time this Sixth 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.
4.4 COMPLETE AGREEMENT. THIS Sixth 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.
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4.5 Headings. The headings, captions and arrangements used in this Sixth
Amendment are, unless specified otherwise, for convenience only and shall not be
deemed to limit, amplify or modify the terms of this Sixth Amendment, nor affect
the meaning thereof.
4.6 No Implied Waivers. No failure or delay on the part of the Lenders or
the Agents in exercising, and no course of dealing with respect to, any right,
power or privilege under this Sixth Amendment, the Credit Agreement or any other
Financing Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege under this Sixth Amendment,
the Credit Agreement or any other Financing Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
4.7 Review and Construction of Documents. The Borrowers hereby acknowledge,
and represent and warrant to the Lenders, that (a) the Borrowers have had the
opportunity to consult with legal counsel of their own choice and have been
afforded an opportunity to review this Sixth Amendment with their legal counsel,
(b) the Borrowers have reviewed this Sixth Amendment and fully understand the
effects thereof and all terms and provisions contained herein, (c) the Borrowers
have executed this Sixth Amendment of their own free will and volition, and (d)
this Sixth Amendment shall be construed as if jointly drafted by the Borrowers
and the Lenders. The recitals contained in this Sixth Amendment shall be
construed to be part of the operative terms and provisions of this Sixth
Amendment.
4.8 Arms-Length/Good Faith. This Sixth Amendment has been negotiated at
arms-length and in good faith by the parties hereto. ----------------------
4.9 Interpretation. Wherever the context hereof shall so require, the
singular shall include the plural, the masculine gender shall include the
feminine gender and the neuter and vice versa. The headings, captions and
arrangements used in this Sixth Amendment are for convenience only and shall not
affect the interpretation of this Sixth Amendment.
4.10 Severability. In case any one or more of the provisions contained in
this Sixth Amendment shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision hereof, and this Sixth Amendment shall be
construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.
4.11 Further Assurances. The Borrowers agree to execute, acknowledge,
deliver, file and record such further certificates, instruments and documents,
and to do all other acts and things, as may be requested by the Lenders or the
Agents as necessary or advisable to carry out the intents and purposes of this
Sixth Amendment.
4.12 WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW,
EACH OF THE BORROWERS, THE AGENTS, THE ISSUING BANKS AND THE LENDERS (i)
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO ANY FINANCING DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN;
(ii) IRREVOCABLY WAIVE ANY RIGHT IT MAY
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HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE
OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES; (iii) CERTIFY THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR COUNSEL
FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT
SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS; AND (iv) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THIS Sixth
Amendment, THE CREDIT AGREEMENT, THE OTHER FINANCING DOCUMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BASED UPON, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.
[Signature Pages Follow]
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SIGNATURE PAGE
TO
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED APRIL 9, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISITRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment
as of the day and year first above written.
JPMORGAN CHASE BANK,
as a Lender and as the Administrative Agent
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
JPMORGAN CHASE BANK, TORONTO BRANCH, as a Lender
By:/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
----------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Vice President
CIT BUSINESS CREDIT CANADA INC.,
as a Lender and as the Canadian
Administrative Agent
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender and as the Documentation Agent
By:/s/ ▇▇▇▇▇▇▇ Canon
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▇▇▇▇▇▇▇ Canon
Its Duly Authorized Signatory
SIGNATURE PAGE
TO
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED APRIL 9, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISITRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
GENERAL ELECTRIC CAPITAL CANADA INC., as a Lender
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
General Electrick Capital Canada Inc.
THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
Vice President
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
FLEET CAPITAL CANADA CORPORATION, as a Lender
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President and General Manager
SIGNATURE PAGE
TO
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED APRIL 9, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISITRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
FLEET CAPITAL CORPORATION, as a Lender
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Senior Vice President
RBC CENTURA BANK, as a Lender
By:/s/ E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Market Manager
ROYAL BANK OF CANADA, as a Lender
By:/s/ R.G.M. Straathof
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R.G.M. Straathof
Senior Manager
CITIZENS BUSINESS CREDIT, as a Lender
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
SIGNATURE PAGE
TO
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED APRIL 9, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISITRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
MAVERICK TUBE CORPORATION
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
▇▇▇▇▇▇, ▇.▇.
By: Precision GP, LLC, its general partner
By: Maverick Tube Corporation,
its sole member
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
SEAC ACQUISITION, LLC
By: Maverick Tube Corporation, its sole member
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
MAVERICK C&P, INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
SIGNATURE PAGE
TO
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED APRIL 9, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISITRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
MAVERICK INVESTMENT, LLC
By: Maverick Tube Corporation, its sole member
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
MAVERICK TUBE, L.P.
By: Maverick GP, LLC, its general partner
By: Maverick Tube Corporation,
its sole member
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
PRECISION TUBE HOLDING, LLC
By: Maverick Tube Corporation, its sole member
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
SIGNATURE PAGE
TO
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED APRIL 9, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISITRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
MAVERICK GP, LLC
By: Maverick Tube Corporation, its sole member
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
PRECISION GP, LLC
By: Maverick GP, LLC, its sole member
By: Maverick Tube Corporation,
its sole member
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
PRECISION TUBE TECHNOLOGY, L.P.
By: Precision GP, LLC, its general partner
By: Maverick Tube Corporation,
its sole member
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
PRUDENTIAL STEEL LTD.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and Secretary
SIGNATURE PAGE
TO
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED APRIL 9, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISITRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
MAVERICK TUBE (CANADA) INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and Secretary
MAVERICK EXCHANGECO (NOVA SCOTIA) ULC
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and Secretary
PRECISION TUBE CANADA LIMITED
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
MAVERICK TUBE CANADA GP, LTD.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
MAVERICK TUBE CANADA LP
By: Maverick Tube Canada GP, Ltd.,
its general partner
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
SIGNATURE PAGE
TO
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED APRIL 9, 2004
BY AND AMONG
MAVERICK TUBE CORPORATION AND CERTAIN OF
ITS SUBSIDIARIES, AS BORROWERS,
JPMORGAN CHASE BANK, AS THE ADMINISTRATIVE AGENT,
CIT BUSINESS CREDIT CANADA INC., AS THE CANADIAN ADMINISITRATIVE AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION, AS THE DOCUMENTATION AGENT,
AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS
MAVERICK TUBE INTERNATIONAL HOLDINGS, INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
MAVERICK TUBE CANADA ULC
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Director
PRUDENTIAL STEEL HOLDINGS, ULC
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President