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Dealer Manager Agreement
Dealer Manager Agreement (114K)
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DEALER MANAGER AGREEMENT
December 1, 2004
J.P. Morgan Securities Inc.
277 Park Avenue
New York, New York 10172
Ladies and Gentlemen:
1. Maverick Tube Corporation, a Delaware corporation (the "Company"),
proposes to offer to exchange (hereinafter referred to, together with any
amendments, supplements or extensions thereof, as the "Exchange Offer") its
4.00% Convertible Senior Subordinated Notes due June 15, 2033 (the "New Notes")
that are convertible into shares (the "Shares") of common stock, par value $0.01
per share ("Common Stock"), of the Company, for any and all of its issued and
outstanding 4.00% Convertible Senior Subordinated Notes due June 15, 2033 (the
"Existing Notes") that are convertible into shares of Common Stock, on the terms
and subject to the conditions set forth in the Exchange Offer Material (as
hereinafter defined) as the same may be amended or supplemented from time to
time.
2. The Company hereby appoints you as Dealer Manager (the "Dealer
Manager") and authorizes you to act as such in connection with the Exchange
Offer. As Dealer Manager, you agree, on the basis of the representations,
warranties and covenants of the Company contained herein and in accordance with
your customary practice, to perform those services in connection with the
Exchange Offer as are customarily performed by you in connection with exchange
offers of like nature, including, but not limited to, using reasonable best
efforts to solicit tenders of Existing Notes pursuant to the Exchange Offer and
communicating generally regarding the Exchange Offer with brokers, dealers,
commercial banks and trust companies and other holders of Existing Notes. In
such capacity, you shall act as an independent contractor, and each of your
duties arising out of your engagement pursuant to this Dealer Manager Agreement
(this "Agreement") shall be owed solely to the Company.
The Company further authorizes you to communicate with The Bank of New
York, in its capacity as exchange agent (the "Exchange Agent"), and with D.F.
King & Co., Inc., in its capacity as information agent (the "Information
Agent"), with respect to matters relating to the Exchange Offer. The Company has
instructed the Exchange Agent to advise you at least daily during the pendency
of the Exchange Offer as to the aggregate principal amount of Existing Notes
that have been tendered pursuant to the Exchange Offer and as to such other
matters in connection with the Exchange Offer as you may request.
3. Neither you nor any of your affiliates shall have any liability (in
tort, contract, or otherwise) to the Company or any other person for any losses,
claims, damages, liabilities, or expenses arising from your engagement or
services as Dealer Manager hereunder or from any act or omission on the part of
any broker or dealer in securities (a "Dealer"), bank or trust company or any
other person in connection with the Exchange Offer, except in any case for any
such
{PAGE}
losses, claims, damages, liabilities, or expenses that are determined by final
and nonappealable judgment of a court of competent jurisdiction to have resulted
primarily from your gross negligence or willful misconduct. In soliciting or
obtaining tenders, no Dealer, bank or trust company is to be deemed to be acting
as your agent or the agent of the Company or any of its affiliates, and you, as
Dealer Manager, are not to be deemed the agent of any Dealer, bank or trust
company or the agent or fiduciary of the Company or any of its affiliates,
security holders, creditors or of any other person solely because of your
position as Dealer Manager. In soliciting or obtaining tenders, you shall not be
and shall not be deemed for any purpose to act as a partner or joint venturer of
or a member of a syndicate or group with the Company or any of its affiliates in
connection with the Exchange Offer, any acceptance of the Existing Notes, or
otherwise, and neither the Company nor any of its affiliates shall be deemed to
act as your agent. The Company shall have sole authority for the acceptance or
rejection of any and all tenders.
4. The Company agrees to furnish you, at its expense, with as many
copies as you may reasonably request of (i) each of the documents filed by or on
behalf of the Company with the Securities and Exchange Commission (the
"Commission") or any other federal, state, local or foreign governmental or
regulatory authorities or any court (each, an "Other Agency" and collectively,
the "Other Agencies"), including each registration statement and prospectus
filed with the Commission, in connection with the Exchange Offer and all
documents incorporated therein by reference, (ii) each offering circular,
solicitation statement, disclosure document, or other explanatory statement, or
other report, filing, document, release or communication mailed, delivered,
published, or filed by or on behalf of the Company in connection with the
Exchange Offer, (iii) each document required to be filed with the Commission
pursuant to the provisions of the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the Commission thereunder (collectively,
the "Securities Act"), and the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated by the Commission thereunder
(collectively, the "Exchange Act"), pertaining, to either the Exchange Offer or
the Company during the term of this Agreement, including, but not limited to, a
tender offer statement on Schedule TO with respect to the Exchange Offer
(including the exhibits thereto and any documents incorporated by reference
therein, the "Schedule TO"), and (iv) each appendix, attachment, modification,
amendment or supplement to any of the foregoing and all related documents,
including, but not limited to, each related letter of transmittal (the documents
described in the immediately preceding clauses (i), (ii), (iii) and (iv),
together with each document incorporated by reference in any of the foregoing,
being the "Exchange Offer Material"). The Exchange Offer Material has been or
will be prepared and approved by, and is the sole responsibility of, the
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 BNY
As referenced in this Dealer Manager Agreement:
Bank of New
York, – duties arising out of your engagement pursuant to this Dealer Manager Agreement
(this "Agreement") shall be owed solely to the Company.
The Company further authorizes you to communicate with The Bank of New
York, in its capacity as exchange agent (the "Exchange Agent"), and with D.F.
King & Co., Inc., in its capacity as information agent (the "Information
Agent"), with respect to matters
_____________
Bank of New York, – the Company,
and when duly executed, authenticated, issued and delivered as provided
in the Indenture relating the New Notes (the "Indenture") to be entered
into by the Company and The Bank of New York, as Trustee (the
"Trustee"), assuming due authentication of the New Notes by the
Trustee, will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance
_____________
dt 1583325
;
J.P. Morgan
As referenced in this Dealer Manager Agreement:
J.P. Morgan Securities Inc – {DOCUMENT}
{TYPE}EX-1.1
{SEQUENCE}2
{FILENAME}c90084exv1w1.txt
{DESCRIPTION}DEALER MANAGER AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 1.1
DEALER MANAGER AGREEMENT
December 1, 2004
J.P. Morgan Securities Inc .
277 Park Avenue
New York, New York 10172
Ladies and Gentlemen:
1. Maverick Tube Corporation, a Delaware corporation (the "Company"),
proposes to offer to exchange (hereinafter referred to, together
_____________
J.P. Morgan Securities Inc – in writing expressly for use
therein (provided, further, that the Company acknowledges that the only
information to be so furnished by you is the name, address and
telephone numbers of J.P. Morgan Securities Inc ., as Dealer Manager);
(c) each preliminary prospectus and prospectus filed as part
of the Initial Registration Statement or filed as part of any amendment
thereto or to the Registration
_____________
J.P. Morgan
Securities Inc – to the Company expressly for use
therein (provided that the Company acknowledges that the only information to be
so furnished by you is the name, address and telephone numbers of J.P. Morgan
Securities Inc ., as Dealer Manager). The foregoing indemnity shall be in
addition to any liability which the Company might otherwise have to you and such
other Indemnified Persons.
Upon receipt by
_____________
J.P. Morgan Securities Inc – this Agreement shall be in writing and shall be deemed to have been
duly given if delivered
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{PAGE}
personally to the parties hereto as follows:
(a) If to you:
J.P. Morgan Securities Inc .
277 Park Avenue, 9th floor
New York, New York 10172
Attention: Jeff Zajkowski, Managing Director
(b) If to the Company:
Maverick Tube Corporation
16401 Swingley Ridge Road, Suite 700
_____________
J.P. MORGAN SECURITIES INC – Very truly yours,
MAVERICK TUBE CORPORATION
By: /s/ PAMELA G. BOONE
------------------------------
Name: Pamela G. Boone
Title: V.P. and C.F.O.
Accepted as of the date first above written:
J.P. MORGAN SECURITIES INC .
By: /s/ PAUL A. O'HERN
------------------------------
Name: Paul A. O'Hern
Title: VP
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{/TEXT}
{/DOCUMENT}
_____________
dt 1492216
;
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JPMorgan Chase
As referenced in this Dealer Manager Agreement:
JPMorgan Chase Bank, – to the expiration of the Exchange Offer, the
requisite lenders who are parties to that certain Amended and Restated
Credit Agreement dated as of December 31, 2002 among the Company,
JPMorgan Chase Bank, CIT Business Credit Canada Inc., General Electric
Capital Corporation and the other parties named therein, as amended and
restated to the date hereof (the "Credit Agreement"), shall have
executed
_____________
dt 1404832
;
 Baker Botts
As referenced in this Dealer Manager Agreement:
Baker Botts – Statement shall
not yet have become effective;
(e) you shall have received such written opinion or opinions
addressed to you, and dated the date hereof and the Exchange Date, of
Baker Botts L.L.P., counsel to the Dealer Manager, with respect to the
such matters as you may reasonably request, and such counsel shall have
received such documents and information as
_____________
dt 1546837
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