MAVERICK TUBE CORPORATION
FIFTH AMENDMENT TO SECURED CREDIT AGREEMENT
Harris 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 Harris 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 $10,000,000, which
shall be available only during the period commencing on June 26,
2000 to and including September 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"):
Harris 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"):
Harris Trust and Savings Bank $10,000,000.00
Mercantile Bank National
Association $ 0.00
Total $10,000,000.00
Each Bank's 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.
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 appropriate) of all legal documents or proceedings taken in
connection with the execution and delivery of this Amend-
ment 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 for 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 there-
under 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 date 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 has occurred and is continuing thereunder.
SECTION 4. MISCELLANEOUS.
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,
shall not be affected, impaired or discharged thereby and shall secure all of
its indebtedness, 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 agree-
ment. 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 June 26, 2000.
MAVERICK TUBE CORPORATION
By /s/ Gregg M. Eisenberg
Its President and CEO
Accepted and agreed to as of the day and year last above written.
HARRIS TRUST AND SAVINGS BANK,
individually and as Agent
By /s/ Don Buse
Its Vice President
MERCANTILE BANK NATIONAL ASSOCIATION
By /s/ David Higbee
Its Vice President
