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Revolving Promissory Note
Revolving Promissory Note (24K)
Doc #177332: Click preview link for longer preview.
REVOLVING PROMISSORY NOTE
(this Note)
U.S. $6,000,000.00
April 1, 2003 (Date)
FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC. (Borrower), a Texas corporation, promises to pay to the order of JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK (Bank) on or before April 1, 2006 (the Termination Date), at its banking house at 712 Main Street, P.O. Box 2558, Houston, Texas, or at such other location as Bank may designate, in lawful money of the United States of America, the lesser of: (i) the principal sum of SIX MILLION AND NO/100THS UNITED STATES DOLLARS (U.S. $6,000,000.00 or (ii) the aggregate unpaid principal amount of all loans made by Bank (each such loan being a Loan), which may be outstanding on the Termination Date. Each Loan shall be due and payable on the maturity date agreed to by Bank and Borrower with respect to such Loan (the Maturity Date). In no event shall any Maturity Date fall on a date after the Termination Date. This Note is the Revolving Note referenced in Section 1.1 of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined in this Note shall have the same meanings here as assigned to them in the Letter Agreement. Subject to the terms and conditions of this Note and the Letter Agreement, Borrower may borrow, repay and reborrow all or any part of the credit provided for herein at any time before the Termination Date, there being no limitation on the number of Loans made so long as the total unpaid principal amount at any time outstanding does not exceed the Commitment.
Adjusted LIBOR Rate means a per annum interest rate determined by Bank by dividing: (i) the LIBOR Rate by (ii) Statutory Reserves provided that Statutory Reserves is greater than zero, otherwise Adjusted LIBOR Rate means a per annum interest rate equal to the Libor Rate. LIBOR Rate means with respect to any LIBOR Loan for any Interest Period the interest rate determined by Bank by reference to Page 3756 of the Dow Jones Market Service (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by Bank from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) to be the rate at approximately 11:30 a.m. London time, two Business Days prior to the commencement of such Interest Period for the offering by Banks London office, of dollar deposits in an amount comparable to such LIBOR Loan with a maturity comparable to such Interest Period.
Board means the Board of Governors of the Federal Reserve System of the United States.
Borrowing Date means any Business Day on which Bank shall make or continue a Loan hereunder.
Business Day means a day: (i) on which Bank and commercial banks in New York City are generally open for business; and (ii) with respect to LIBOR Loans, on which dealings in United States Dollar deposits are carried out in the London interbank market.
Highest Lawful Rate means the maximum nonusurious rate of interest from time to time permitted by applicable law. To the extent that Texas law determines the Highest Lawful Rate, the Highest Lawful Rate is the weekly rate ceiling as defined in the Texas Finance Code Chapter 303. Bank may from time to time, as to current and future balances, elect and implement any other ceiling under such statutes and/or revise the index, formula or provisions of law used to compute the rate on this open-end account by notice to Borrower, if and to the extent permitted by, and in the manner provided in applicable law.
Interest Period means the period commencing on the Borrowing Date and ending on the Maturity Date, consistent with the following provisions. The duration of each Interest Period shall be: (a) in the case of a Prime Rate Loan, a period of up to the Termination Date unless any portion thereof is converted to a LIBOR Loan hereunder,; and (b) in the case of a LIBOR Loan, a period of up to one, two or three months; in each case as selected by Borrower and agreed to by Bank. Borrowers choice of Interest Period is subject to the following limitations: (i) No Interest Period shall end on a date after the Termination Date; and (ii) If the last day of an Interest Period would be a day other than a Business Day, the Interest Period shall end on the next succeeding Business Day (unless the Interest Period relates to a LIBOR Loan and the next succeeding Business Day is in a different calendar month than the day on which the Interest Period would otherwise end, in which case the Interest Period shall end on the next preceding Business Day).
Letter Agreement means the Amended and Restated Letter Agreement dated as of April 1, 1995, by and between Borrower and Bank, as amended by a First Amendment dated as of April 1, 1997, a Second Amendment dated as of July 21, 1997, a Third Amendment dated as of April 1, 1999, a Fourth Amendment dated as of June 1, 2001, a Fifth Amendment dated as of April 1, 2003, and as it may be further amended from time to time.
LIBOR Loan means a Loan which bears interest at a rate determined by reference to the Adjusted LIBOR Rate.
177332
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Friedman
As referenced in this Revolving Promissory Note:
FRIEDMAN INDUSTRIES, – this Note)
U.S. $6,000,000.00
April 1, 2003 (Date)
FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC. (Borrower), a Texas corporation, promises to pay to the order of JPMORGAN CHASE
FRIEDMAN INDUSTRIES, – WITNESS WHEREOF, Borrower has executed this Note effective the day, month and year first aforesaid.
FRIEDMAN INDUSTRIES, INCORPORATED
By:
/s/ BEN HARPER
Name:
Ben Harper
Title:
Senior Vice President-Finance
(Banks
dt 28569
;
 Chase Manhattan
As referenced in this Revolving Promissory Note:
CHASE MANHATTAN BANK – VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC. (Borrower), a Texas corporation, promises to pay to the order of JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK (Bank) on or before April 1, 2006 (the Termination Date), at its banking house at 712 Main Street, P.O. Box 2558,
_____________
dt 101973
;
|
JPMorgan Chase
As referenced in this Revolving Promissory Note:
JPMORGAN CHASE – RECEIVED, FRIEDMAN INDUSTRIES, INC. (Borrower), a Texas corporation, promises to pay to the order of JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK (Bank) on or before April 1, 2006 (
JPMORGAN CHASE – provided as its acknowledgment of the above as the final written agreement between the parties.)
JPMORGAN CHASE BANK
By:
/s/ FAITH A. EDWARDS
Name:
Faith A. Edwards
Title:
Vice President
Page 3
dt 46250
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Revolving Promissory Note
Revolving Promissory Note (14K)
Doc #177339: Click preview link for longer preview.
REVOLVING PROMISSORY NOTE
$2,000,000 May 30, 2003
For value received, U.S. HOME SYSTEMS, INC., a corporation ("Borrower",
whether one or more) does hereby promise to pay to the order of THE FROST
NATIONAL BANK ("Lender"), at P.O. Box 1600, San Antonio, Texas 78296, or at such
other address as Lender shall from time to time specify in writing, in lawful
money of the United States of America, the sum of TWO MILLION AND 00/100 DOLLARS
($2,000,000), or so much thereof as from time to time may be disbursed by Lender
to Borrower under the "Borrowing Base Line of Credit" pursuant to the terms of
that certain Loan Agreement dated of even date herewith between Borrower and
Lender (as from time to time amended, modified or restated, the "Loan
Agreement"), and be outstanding, together with interest from date hereof on the
principal balance outstanding from time to time as hereinafter provided.
Interest shall be computed on a per annum basis of a year of 360 days and for
the actual number of days elapsed, unless such calculation would result in a
rate greater than the highest rate permitted by applicable law, in which case
interest shall be computed on a per annum basis of a year of 365 days or 366
days in a leap year, as the case may be.
1. Payment Terms. Interest only on amounts outstanding hereunder shall be
due and payable monthly as it accrues, on the 30th day of each and every
calendar month, beginning June 30, 2003, and continuing regularly and monthly
thereafter until May 30, 2004, when the entire amount hereof, principal and
interest then remaining unpaid, shall be then due and payable; interest being
calculated on the unpaid principal each day principal is outstanding and all
payments made credited to any collection costs and late charges, to the
discharge of the interest accrued and to the reduction of the principal, in such
order as Lender shall determine.
2. Late Charge. If a payment is made 10 days or more late, Borrower will be
charged, in addition to interest, a delinquency charge of (i) 5% of the unpaid
portion of the regularly scheduled payment, or (ii) $250.00, whichever is less.
Additionally, upon maturity of this Note, if the outstanding principal balance
(plus all accrued but unpaid interest) is not paid within 10 days of the
maturity date, Borrower will be charged a delinquency charge of (i) 5% of the
sum of the outstanding principal balance (plus all accrued but unpaid interest),
or (ii) $250.00, whichever is less. Borrower agrees with Lender that the charges
set forth herein are reasonable compensation to Lender for the handling of such
late payments.
3. Interest Rate. Interest on the outstanding and unpaid principal balance
hereof shall be on the outstanding and unpaid principal balance hereof shall be
computed at a per annum rate equal to the lesser of (a) a rate equal to the Wall
Street Journal London Interbank Offered Rate (as defined below) plus two and
six-tenths percent (2.6%) per annum, with said rate to be adjusted to reflect
any change in The Wall Street Journal London Interbank Offered Rate at the time
of any such change or (b) the highest rate permitted by applicable law, but in
no event shall interest contracted for, charged or received hereunder plus any
other charges in connection herewith which constitute interest exceed the
maximum interest permitted by applicable law. As used herein, for any date, the
"Wall Street Journal London Interbank Offered Rate" shall mean the London
Interbank Offered Rate (LIBOR) for three (3) months quoted in the most recently
published issue of
177339
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U.S. Home
As referenced in this Revolving Promissory Note:
U.S. HOME SYSTEMS – EXHIBIT 10.49
REVOLVING PROMISSORY NOTE
$2,000,000 May 30, 2003
For value received, U.S. HOME SYSTEMS , INC., a corporation ("Borrower",
whether one or more) does hereby promise to pay to
U.S. HOME SYSTEMS – to the terms of any other loan documents executed in connection
with this Note.
BORROWER:
U.S. HOME SYSTEMS , INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
4
{/TEXT}
{/DOCUMENT}
dt 30626
;
| The Frost National Bank
|
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Subscribers | 2003 |
Promissory Note
Promissory Note (7K)
Doc #185343: Click preview link for longer preview.
Wells Fargo Equipment Finance, Inc. Promissory Note
733 Marquette Avenue, Suite 700
MAC N9306-070
Minneapolis, MN 55402
--------------------------------------------------------------------------------
Dated as of July 25, 2003
For value received, the undersigned, hereby promises to pay to the order of
Wells Fargo Equipment, Inc. (the "Lender") at its office in Minneapolis,
Minnesota, or at such other place as may be designated from time to time by the
holder hereof, the sum of $2,065,776.60 in installments according to the
schedule set forth below; provided, however, that the undersigned and the Lender
may agree to any other payment schedule, in which case any variations shall be
set forth in the space provided for additional provisions. The first payment
period shall begin on the 15th day of the month in which Lender disburses the
loan proceeds if disbursement is made on or before the 15th day of such month,
and the first payment period shall begin on the last day of such month if
disbursement is made during the balance of such month. The first installment
shall be payable on the first payment due date set forth below (which may be the
same as the date the first payment period begins). Subsequent installments shall
be payable on the first day of each payment period beginning after the first
payment period. The undersigned agrees that the date the first payment period
begins may be left blank when this Note is executed and hereby authorized Lender
to insert such date based upon the date the loan proceeds are disbursed.
185343
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Thermodynetics
As referenced in this Promissory Note:
Thermodynetics, – WITNESS WHEREOF the debtor has signed the Agreement as of the date first
above written.
Thermodynetics, Inc. Vulcan Industries, Inc., Debtor
------------------------------------- -------------------------------------
Debtor Debtor
------------------------------------- -------------------------------------
By By
------------------------------------- -------------------------------------
Title Title
{/TEXT}
{/DOCUMENT}
dt 30624
;
Wells Fargo Equipment Finance, Inc.;
| Wells Fargo Equipment, Inc.
|
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Subscribers | 2002 |
Credit Agreement
Credit Agreement (458K)
Doc #200655: Click preview link for longer preview.
INTERTAPE POLYMER INC.
- and -
INTERTAPE POLYMER CORP.
- and -
EACH OF THE OTHER PARTIES LISTED IN SCHEDULE "K" HERETO
AS JOINT AND SEVERAL FACILITY A BORROWERS
- and -
IPG HOLDINGS LP,
AS FACILITY B/C BORROWER
-and-
INTERTAPE POLYMER . . .
200655
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Intertape
As referenced in this Credit Agreement:
intertape polymer group – AND SEVERAL FACILITY A BORROWERS
- and -
IPG HOLDINGS LP,
AS FACILITY B/C BORROWER
-and-
INTERTAPE POLYMER GROUP INC.
IPG FINANCE LLC AND
IPG HOLDING COMPANY OF NOVA SCOTIA
AS GUARANTORS
- and -
THE
intertape polymer group – of
Quebec (hereinafter called the "FACILITY B/C
BORROWER")
PARTY OF THE SECOND PART
AND: INTERTAPE POLYMER GROUP INC., a corporation
constituted in accordance with the laws of Canada,
having its principal place
intertape polymer group – 1.82 "IPC" means Intertape Polymer Corp. and its successors;
1.1.83 "IPG" means Intertape Polymer Group Inc. and its
successors;
1.1.84 "ISSUING LENDER" means, for Letters of Credit to
intertape polymer group – 7591
Fax: (514) 731-5477 Fax: (514) 731-5477
IPG HOLDINGS LP, represented by its INTERTAPE POLYMER GROUP INC.
General Partner, INTERTAPE POLYMER INC
Per: /s/ Jim Bob Carpenter Per: /s/ Andrew M.
dt 4953
;
Owens Corning
As referenced in this Credit Agreement:
Owens Corning, – Eligible Trade Receivables shall also include accounts receivable
guaranteed by the trustee in bankruptcy of Owens Corning,
accounts receivable owing by account debtors located outside the
United States and Canada, and
dt 29056
;
Polymer Group
As referenced in this Credit Agreement:
POLYMER GROUP – LISTED IN SCHEDULE "K" HERETO
AS JOINT AND SEVERAL FACILITY A BORROWERS
- and -
IPG HOLDINGS LP,
AS FACILITY B/C BORROWER
-and-
INTERTAPE POLYMER GROUP INC.
IPG FINANCE LLC AND
IPG HOLDING COMPANY OF NOVA SCOTIA
AS GUARANTORS
- and -
THE TORONTO-DOMINION BANK, AS
CANADIAN ADMINISTRATION AGENT, CANADIAN
_____________
POLYMER GROUP – in the City of St. Laurent, Province of
Quebec (hereinafter called the "FACILITY B/C
BORROWER")
PARTY OF THE SECOND PART
AND: INTERTAPE POLYMER GROUP INC., a corporation
constituted in accordance with the laws of Canada,
having its principal place of business at 110E
Montee de Liesse, in
_____________
Polymer Group – course of business, or Available Cash;
1.1.82 "IPC" means Intertape Polymer Corp. and its successors;
1.1.83 "IPG" means Intertape Polymer Group Inc. and its
successors;
1.1.84 "ISSUING LENDER" means, for Letters of Credit to be issued
in Canadian Dollars or US Dollars
_____________
POLYMER GROUP – Telephone: (514) 731-7591 Telephone: (514) 731-7591
Fax: (514) 731-5477 Fax: (514) 731-5477
IPG HOLDINGS LP, represented by its INTERTAPE POLYMER GROUP INC.
General Partner, INTERTAPE POLYMER INC
Per: /s/ Jim Bob Carpenter Per: /s/ Andrew M. Archibald
--------------------------- ---------------------------
President CFO, Vice President Administration
Address: 110E
_____________
dt 224714
;
|
ISDA
As referenced in this Credit Agreement:
ISDA – on the date of determination pursuant to
Section 6(e)(ii)(2)(A) of each ISDA Master Agreement between such
Borrower and such Persons as if all Derivative Instruments under
such
_____________
ISDA – Master Agreement between such
Borrower and such Persons as if all Derivative Instruments under
such ISDA Master Agreements were being terminated on that day;
provided that, with respect to the Derivative
_____________
ISDA – a Borrower, the Agent will determine Market
Quotation (as such term is defined in the ISDA Master Agreement)
using its estimates at mid-market of the amounts that would be
paid
_____________
ISDA – amounts that would be
paid for Replacement Transactions (as such term is defined in the
ISDA Master Agreement);
{PAGE}
25
1.1.103 "NET INCOME AVAILABLE FOR FIXED CHARGES" for any
_____________
ISDA – under Section 10.2 provided that the related
Derivative Instruments:
(a) are governed by the ISDA Master Agreement (1992 Version)
of the International Swaps and Derivatives Association,
Inc.;
(b) provide that
_____________
dt 75686
;
BNY
As referenced in this Credit Agreement:
Bank of New York – is not a Business Day, for the immediately preceding Business
Day) by the Federal Reserve Bank of New York or, for any day on
which such rate is not so published for such day
Bank of New York, – on
which such rate is not so published for such day by the Federal
Reserve Bank of New York, the average of the quotations for such
day for such transactions received by the
dt 42836
;
More... |
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Revolving Promissory Note
Revolving Promissory Note (24K)
Doc #350507: Click preview link for longer preview.
REVOLVING PROMISSORY NOTE
(this ?Note?)
U.S. $6,000,000.00
April 1, 2003 (?Date?)
FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC. (?Borrower?), a Texas corporation, promises to pay to the order of JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK (?Bank?) on or before April 1, 2006 (the ?Termination Date?), at its banking house at 712 Main Street, P.O. Box 2558, Houston, Texas, or at such other location as Bank may designate, in lawful money of the United States of America, the lesser of: (i) the principal sum of SIX . . .
350507
|
Friedman
As referenced in this Revolving Promissory Note:
FRIEDMAN INDUSTRIES, INC – EX-10.2 4 h07958exv10w2.htm REVOLVING PROMISSORY NOTE
EXHIBIT 10.2
REVOLVING PROMISSORY NOTE
(this Note)
U.S. $6,000,000.00
April 1, 2003 (Date)
FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC . (Borrower), a Texas corporation, promises to pay to the order of JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK (Bank) on or before April 1, 2006 (the
_____________
FRIEDMAN INDUSTRIES, INC – ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, Borrower has executed this Note effective the day, month and year first aforesaid.
FRIEDMAN INDUSTRIES, INC ORPORATED
By:
/s/ BEN HARPER
Name:
Ben Harper
Title:
Senior Vice President-Finance
(Banks signature is provided as its acknowledgment of the above as the final written agreement between the
_____________
dt 1334823
;
Chase Manhattan
As referenced in this Revolving Promissory Note:
CHASE MANHATTAN BANK – 000.00
April 1, 2003 (Date)
FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC. (Borrower), a Texas corporation, promises to pay to the order of JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK (Bank) on or before April 1, 2006 (the Termination Date), at its banking house at 712 Main Street, P.O. Box 2558, Houston, Texas, or at such other location
_____________
dt 742608
;
|
JPMorgan Chase
As referenced in this Revolving Promissory Note:
JPMORGAN CHASE BANK, – NOTE
(this Note)
U.S. $6,000,000.00
April 1, 2003 (Date)
FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC. (Borrower), a Texas corporation, promises to pay to the order of JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK (Bank) on or before April 1, 2006 (the Termination Date), at its banking house at 712 Main Street, P.O. Box 2558,
_____________
JPMORGAN CHASE BANK
– By:
/s/ BEN HARPER
Name:
Ben Harper
Title:
Senior Vice President-Finance
(Banks signature is provided as its acknowledgment of the above as the final written agreement between the parties.)
JPMORGAN CHASE BANK
By:
/s/ FAITH A. EDWARDS
Name:
Faith A. Edwards
Title:
Vice President
Page 3 of 3 Pages
_____________
dt 756747
|
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Revolving Promissory Note
Revolving Promissory Note (32K)
Doc #350514: Click preview link for longer preview.
REVOLVING PROMISSORY NOTE
(this "NOTE")
U.S. $10,000,000.00 June 1, 2001 ("DATE")
FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC. ("BORROWER)," a Texas corporation,
promises to pay to the order of THE CHASE MANHATTAN BANK ("BANK") on or before
April 1, 2004 (the "TERMINATION DATE"), at its banking house at 712 Main Street,
P.O. Box 2558, Houston, Texas, or at such other location as Bank may designate,
in lawful money of the United States . . .
350514
|
Friedman
As referenced in this Revolving Promissory Note:
FRIEDMAN INDUSTRIES, INC – 2.txt
{DESCRIPTION}REVOLVING PROMISSORY NOTE
{TEXT}
{PAGE} 1
EXHIBIT 10.2
REVOLVING PROMISSORY NOTE
(this "NOTE")
U.S. $10,000,000.00 June 1, 2001 ("DATE")
FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC . ("BORROWER)," a Texas corporation,
promises to pay to the order of THE CHASE MANHATTAN BANK ("BANK") on or before
April 1, 2004 (the "TERMINATION DATE"), at its banking house
_____________
FRIEDMAN INDUSTRIES, INC – ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, Borrower has executed this Note effective the day,
month and year first aforesaid.
FRIEDMAN INDUSTRIES, INC ORPORATED
By: BEN HARPER
--------------------------------
Name: BEN HARPER
------------------------------
Title: SENIOR VICE PRESIDENT - FINANCE
-----------------------------
(Bank's signature is provided as its acknowledgment of the above as the final
written agreement between the
_____________
FRIEDMAN INDUSTRIES, INC – parties.)
THE CHASE MANHATTAN BANK
By: /s/ KEVIN RECH
--------------------
Name:
-------------------
Title: SR. VICE PRES.
-----------------
Page 3 of 3 Pages
{PAGE} 4
10.2 (con't)
EXHIBIT A to Agreement between
FRIEDMAN INDUSTRIES, INC ORPORATED ("Borrower") and THE CHASE MANHATTAN BANK
("Bank") dated as of April 1, 1995, as same may be amended, restated and
supplemented in writing
REPORTING REQUIREMENTS, FINANCIAL COVENANTS
AND
COMPLIANCE
_____________
FRIEDMAN INDUSTRIES, INC – continuing.
Description of Event of Default: _____________________________________
______________________________________________________________________
______________________________________________________________________
Executed this _________ day of ______________, 2000__.
EXHIBIT A Page 1 of 2 Pages
{PAGE} 5
10.2 (con't)
BORROWER: FRIEDMAN INDUSTRIES, INC ORPORATED
SIGNATURE: ____________________________________________________________________
NAME: _________________________________________________________________________
TITLE: ________________________________________________________________________
ADDRESS: ______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
EXHIBIT A Page 2 of 2 Pages
{/TEXT}
{/DOCUMENT}
_____________
dt 1334824
;
|
Chase Manhattan
As referenced in this Revolving Promissory Note:
CHASE MANHATTAN BANK – this "NOTE")
U.S. $10,000,000.00 June 1, 2001 ("DATE")
FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC. ("BORROWER)," a Texas corporation,
promises to pay to the order of THE CHASE MANHATTAN BANK ("BANK") on or before
April 1, 2004 (the "TERMINATION DATE"), at its banking house at 712 Main Street,
P.O. Box 2558, Houston, Texas, or at such other location
_____________
CHASE MANHATTAN BANK
– BEN HARPER
--------------------------------
Name: BEN HARPER
------------------------------
Title: SENIOR VICE PRESIDENT - FINANCE
-----------------------------
(Bank's signature is provided as its acknowledgment of the above as the final
written agreement between the parties.)
THE CHASE MANHATTAN BANK
By: /s/ KEVIN RECH
--------------------
Name:
-------------------
Title: SR. VICE PRES.
-----------------
Page 3 of 3 Pages
{PAGE} 4
10.2 (con't)
EXHIBIT A to Agreement between
FRIEDMAN INDUSTRIES, INCORPORATED ("Borrower")
_____________
CHASE MANHATTAN BANK
– s/ KEVIN RECH
--------------------
Name:
-------------------
Title: SR. VICE PRES.
-----------------
Page 3 of 3 Pages
{PAGE} 4
10.2 (con't)
EXHIBIT A to Agreement between
FRIEDMAN INDUSTRIES, INCORPORATED ("Borrower") and THE CHASE MANHATTAN BANK
("Bank") dated as of April 1, 1995, as same may be amended, restated and
supplemented in writing
REPORTING REQUIREMENTS, FINANCIAL COVENANTS
AND
COMPLIANCE CERTIFICATE FOR CURRENT REPORTING PERIOD
ENDING
_____________
dt 742610
|
| Subscribers | 2003 |
Commercial Business Loan Agreement
Commercial Business Loan Agreement (62K)
Doc #370958: This document is immediately available for purchase, but does not have a preview available for viewing.
COMMERCIAL BUSINESS LOAN AGREEMENT
This Commercial Business Loan Agreement (the "Agreement") is dated
November 18, 2002 and is between Whitney National Bank ("Whitney") and UNIFAB
International, Inc. ("Borrower").
A. DEFINITIONS. For the purpose of this Agreement, the following terms shall
have the meanings specified below:
"Advance" shall mean a disbursement under the Loan.
"Advance Request" shall mean the Borrower's request for an Advance.
"Affiliate" shall mean any Person, which has twenty percent (20%) or
more of any class of its capital stock (or, in the case of a Person which is not
a corporation, twenty percent (20%) or more of its equity interest) beneficially
owned or held or controlled, directly or indirectly, by Borrower or any
Subsidiary or William A. Hines. For purposes of this definition, "control" shall
mean the power to direct the management and policies of a Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.
"Agreement" shall mean this Commercial Business Loan Agreement, as the
same may from time to time be amended, restated or supplemented.
"Business Day" shall mean a day other than a Saturday, Sunday or legal
holiday for commercial banks in New Orleans, Louisiana and London, England.
"Closing Date" shall mean the date on which the Note and Collateral
Documents are executed and delivered by the Borrower to Whitney.
"Collateral" shall mean the assets of Borrower and its Subsidiaries on
which Whitney has a Lien pursuant to the Collateral Documents.
"Collateral Documents" shall mean collectively the Guaranties and the
documents required by Whitney to obtain the Lien in the Collateral, as described
in this Agreement.
"Company Agent" shall mean Peter J. Roman or Steven P. Weems.
"Consolidated" refers to the consolidation of any Person, in accordance
with GAAP, with its properly consolidated subsidiaries. References herein to a
Person's consolidated financial statements, financial position, financial
condition, liabilities, etc. refer to the condition, liabilities, etc. of such
Person and its properly consolidated subsidiaries.
"Debt" of a Person shall mean at a particular date, the sum (without
duplication and in conformity with GAAP of (i) all indebtedness or other
obligations for borrowed money or for the deferred purchase price of property or
services, whether as maker or endorser, (including without limitation, all
notes, debentures, bonds or similar instruments and all liabilities shown on a
balance sheet or financial statement of Borrower, Guarantors and all their
Subsidiaries), (ii) capitalized lease obligations of such Person or any
subsidiary thereof, (iii) obligations with respect to any installment sale or
conditional sale agreement or title retention agreement, (iv) indebtedness
arising under acceptance facilities, (v) reimbursement obligations arising in
connection with surety, or performance or other similar bonds and in connection
with letters of credit issued in lieu of such bonds, (vi) the outstanding amount
of all
26
{PAGE}
other letters of credit and (vii) any withdrawal liability or obligation of such
Person or an ERISA affiliate to a multiemployer plan.
"Default" shall mean the occurrence of any of the events specified in
Section F hereof.
"GAAP" shall mean generally accepted accounting principles in the
United States of America in effect from time to time and applied on a consistent
basis.
"Guarantors" shall mean Nassau Holding Corporation ("Nassau"), Allen
Process Systems, L.L.C., Universal Fabricators L.L.C., William A. Hines and
Jeanne M. Hines, which term means, collectively, and interchangeably any, each
and/or all of them, with each a Guarantor.
"Guaranties" shall mean the unlimited continuing guaranties by each
Guarantor of all Obligations of Borrower to Whitney upon terms and conditions
acceptable to Whitney.
"Libor Rate" shall mean an interest rate per annum (rounded upward to
the nearest hundredth of a percent (1/100 of 1%)) which is the offered quotation
to Whitney of the London interbank offered rate for U.S. Dollar deposits of
amounts in immediately available funds in the London market for one month as
recorded by the Bloomberg, L.P. or such other service used by Whitney as an
information vendor for the purpose of displaying British Bankers' Association
interest settlement rates for U.S. Dollar Deposits, as determined by Whitney as
of the opening of business of Whitney or as soon thereafter as practicable, plus
the applicable margin of 175 basis points (1 3/4% percent). The Libor Rate shall
be determined by Whitney initially as of the date of the initial Advance and
thereafter determined on the first day of each month (or on the last Business
Day of the prior month if the first day of the month is not a Business Day) with
the change in the Libor Rate to be effective as of the first day of each
calendar month.
"Lien" shall mean any mortgage, pledge, hypothecation, security
interest, encumbrance, lien, judgment, garnishment, seizure, tax lien or levy
(statutory or otherwise) or charge of any kind (including any agreement to give
any of the foregoing, any conditional sale or other title retention agreement,
or any capitalized lease, and the filing of or agreement to give any financing
statement under the Uniform Commercial Code of any jurisdiction).
"Line of Credit Period" shall mean the period of time commencing on the
date of this Agreement and ending on the Maturity Date.
"Loan" shall mean the loan to be made by Whitney to the Borrower
pursuant to Section B of this Agreement and shall include all principal,
interest, attorneys' fees and costs owed thereon.
"Loan Documents" shall mean this Agreement, the Note and the Collateral
Documents.
"Maturity Date" shall mean May 31, 2003.
"Note" shall mean the note evidencing the Loan, dated November 18,
2002, in the principal sum of $8,000,000.00, payable to the order of Whitney on
the Maturity Date, and shall include any and all renewal and/or replacement
notes.
"Obligations" shall mean all obligations (monetary or otherwise,
including, but not limited to, all representations, warranties and covenants
contained in this Agreement) of the Borrower to Whitney, whether direct or
contingent, due or to become due, now existing or hereafter arising, including
future advances, with interest, attorneys' fees, expenses of collection and
costs arising under or in connection with this Agreement, the Loan, the Note,
the Collateral Documents, promissory notes, checks, overdrafts, letter of credit
agreements, endorsements and continuing guaranties.
"Obligor" shall mean individually, collectively and interchangeably
any, each and/or all of Borrower, its Subsidiaries and Guarantors.
370958
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Subscribers | 2000 |
Credit Agreement [Amended and Restated]
Credit Agreement [Amended and Restated] (224K)
Doc #370996: Click preview link for longer preview.
AMENDED AND RESTATED
CREDIT AGREEMENT
BY AND AMONG
UNIFAB INTERNATIONAL, INC.
(AS BORROWER),
BANK ONE, LOUISIANA, NATIONAL ASSOCIATION
(AS AGENT)
AND
THE LENDERS PARTY HERETO
__________________________________
DATED AS OF OCTOBER 19, 2000
__________________________________
TABLE OF CONTENTS
PAGE NO.
ARTICLE I. DEFINITIONS
1.1 Definitions of Certain Terms Used Herein 1
ARTICLE II. THE CREDITS
2.1 Term Loans 13
2.2 Revolving Loans 13
2.3 Letters of Credit 13
2.4 Types of Advances 14
2.5 Commitment Fee; Reductions in Aggregate Revolving Loan Commitment
14
2.6 Minimum Amount of Each Advance 15
2.7 Prepayments 15
2.8 Method of Selecting Types and Eurodollar Interest Periods for New
Advances 16
2.9 Conversion and Continuation of Outstanding Advances 16
2.10 Changes in Interest Rate, etc. 17
2.11 Rates Applicable After Default 17
2.12 Method of Payment 18
2.13 Noteless Agreement; Evidence of Indebtedness 18
2.14 Telephonic Notices 19
2.15 Interest Payment Dates; Interest and Fee Basis 19
2.16 Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions 19
2.17 Lending Installations 19
2.18 Non-Receipt of Funds by the Agent 19
2.19 Collateral 20
ARTICLE III. YIELD PROTECTION; TAXES
3.1 Yield Protection 21
3.2 Changes in Capital Adequacy Regulations 21
3.3 Availability of Types of Advances 22
3.4 Funding Indemnification 22
3.5 Taxes 22
3.6 Lender Statements; Survival of Indemnity 24
ARTICLE IV. CONDITIONS PRECEDENT
4.1 Initial Advance 25
4.2 Each Advance 27
ARTICLE V. REPRESENTATIONS AND WARRANTIES
5.1 Existence and Standing 28
5.2 Authorization and Validity 28
5.3 No Conflict; Government Consent 28
5.4 Financial Statements 29
5.5 Material Adverse Change 29
5.6 Taxes 29
5.7 Litigation and Contingent Obligations 29
5.8 Subsidiaries 29
5.9 ERISA 29
5.10 Accuracy of Information 30
5.11 Regulation U 30
5.12 Material Agreements 30
5.13 Compliance With Laws 30
5.14 Ownership of Properties 30
5.15 Plan Assets; Prohibited Transactions 30
5.16 Environmental Matters 30
5.17 Investment Company Act 31
5.18 Public Utility Holding Company Act 31
5.19 Solvency 31
5.20 Regulation O 31
ARTICLE VI. COVENANTS
6.1 Financial Reporting 33
6.2 Use of Proceeds 35
6.3 Notice of Default 35
6.4 Conduct of Business 35
6.5 Taxes 35
6.6 Insurance 35
6.7 Compliance with Laws 35
6.8 Maintenance of Properties 36
6.9 Inspection 36
6.10 Dividends 36
6.11 Indebtedness 36
6.12 Merger 37
6.13 Sale of Assets 37
6.14 Investments and Acquisitions 38
6.15 Liens 38
6.16 Year 2000 39
6.17 Transactions with Affiliates 39
6.18 Appraisals 40
6.19 Financial Covenants 40
ARTICLE VII. DEFAULTS 42
ARTICLE VIII. ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
8.1 Acceleration 44
8.2 Amendments 44
8.3 Preservation of Rights 45
ARTICLE IX. GENERAL PROVISIONS
9.1 Survival of Representations 46
9.2 Governmental Regulation 46
9.3 Headings 46
9.4 Entire Agreement 46
9.5 Several Obligations; Benefits of this Agreement 46
9.6 Expenses; Indemnification 46
9.7 Numbers of Documents 47
9.8 Accounting 47
9.9 Severability of Provisions 47
9.10 Nonliability of Lenders 47
9.11 Confidentiality 48
9.12 Nonreliance 48
9.13 Disclosure 48
ARTICLE X. THE AGENT
10.1 Appointment; Nature of Relationship 49
10.2 Powers 49
10.3 General Immunity 49
10.4 No Responsibility for Loans, Recitals, etc. 49
10.5 Action on Instructions of Lenders 50
10.6 Employment of Agents and Counsel 50
10.7 Reliance on Documents; Counsel 50
10.8 Agent's Reimbursement and Indemnification 50
10.9 Notice of Default 51
10.10Rights as a Lender 51
10.11Lender Credit Decision 51
10.12Successor Agent 52
10.13Agent's Fee 52
10.14Delegation to Affiliates 52
10.15Execution of Collateral Documents 52
10.16Collateral Releases 53
ARTICLE XI. SETOFF; RATABLE PAYMENTS
11.1 Setoff 54
11.2 Ratable Payments 54
ARTICLE XII. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
12.1 Successors and Assigns 55
12.2 Participations 55
12.3 Assignments 56
12.4 Dissemination of Information 57
12.5 Tax Treatment 57
ARTICLE XIII. NOTICES
13.1 Notices 58
13.2 Change of Address 58
ARTICLE XIV. COUNTERPARTS 59
ARTICLE XV. CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF
JURY TRIAL
15.1 Choice of Law 60
15.2 Consent to Jurisdiction 60
15.3 Waiver of Jury Trial 60
SCHEDULES
1 Commitment Amounts of the Lenders 63
2 Pricing Schedule 64
3 List of Borrower's Subsidiaries 66
4 Eligible Accounts and Eligible Fixed Assets......................67
5 Responses to Phase I Study 71
EXHIBITS
A Compliance Certificate 72
B Assignment Agreement 76
C Borrowing Base Certificate 85
AMENDED AND RESTATED
CREDIT AGREEMENT
This Agreement, dated as of October 19, 2000, is among UNIFAB
INTERNATIONAL, INC., as Borrower, BANK ONE, LOUISIANA, NATIONAL
ASSOCIATION, as Agent, and the Lenders party hereto, who agree as
follows:
RECITALS
A. The Borrower, the Agent and the Lenders have heretofore
executed a Credit Agreement dated as of November 30, 1999 (as amended,
the "Original Credit Agreement").
B. The Borrower proposes to repay the Terms Loans in full with
the proceeds of an issuance of stock, and in connection therewith the
Borrower has requested that the Agent and the Lenders modify certain of
the financial covenants and other provisions of the Original Credit
Agreement.
C. In view of the foregoing, the Borrower, the Agent and Lenders
wish to amend and restate the Original Credit Agreement to provide for
the foregoing.
AGREEMENT
NOW, THEREFORE, the Borrower, the Agent and the Lenders hereby
amend and restate the Original Credit Agreement to read as follows:
ARTICLE I
DEFINITIONS
1.1. DEFINITIONS OF CERTAIN TERMS USED HEREIN. As used in this
Agreement, the following terms shall have the following meanings:
"Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by
which the Borrower or any of its Subsidiaries (i) acquires any going
business or all or substantially all of the assets of any firm,
corporation or limited liability company, or division thereof, whether
through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number
of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such
power only by reason of the happening of a contingency) or a majority
(by percentage or voting power) of the outstanding ownership interests
of a partnership or limited liability company.
"Advance" means a borrowing hereunder, (i) made by the Lenders on
the same Borrowing Date, or (ii) converted or continued by the Lenders
on the same date of conversion or continuation, consisting, in either
case, of the aggregate amount of the several Loans of the same Type and,
in the case of Eurodollar Loans, for the same Eurodollar Interest
Period.
"Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control with such
Person. A Person shall be deemed to control another Person if the
controlling Person owns 10% or more of any class of voting securities
(or other ownership interests) of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of
the management or policies of the controlled Person, whether through
ownership of stock, by contract or otherwise.
"Agent" means Bank One, Louisiana, National Association, in its
capacity as contractual representative of the Lenders pursuant to
Article X, and not in its individual capacity as a Lender, and any
successor Agent appointed pursuant to Article X.
"Aggregate Revolving Loan Commitment" means the aggregate of the
Revolving Loan Commitments of all the Lenders, as reduced from time to
time pursuant to the terms hereof.
"Agreement" means this credit agreement, as it may be amended or
modified and in effect from time to time.
"Agreement Accounting Principles" means generally accepted
accounting principles as in effect from time to time, applied in a
manner consistent with that used in preparing the financial statements
referred to in Section 5.4.
"Alternate Base Rate" means, for any day, a rate of interest per
annum equal to the higher of (i) the Corporate Base Rate for such day or
(ii) the Federal Funds Effective Rate for such day plus 1/2% per annum.
"Corporate Base Rate" means a rate per annum equal to the corporate base
rate of interest announced from time to time by Bank One, N.A. (which is
not necessarily the lowest rate charged to any customer), changing when
and as said corporate base rate changes. "Federal Funds Effective Rate"
means, for any day, an interest rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers
on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations at
approximately 10:00 a.m. (Chicago time) on such day on such transactions
received by the Agent from three Federal funds brokers of recognized
standing selected by the Agent in its sole discretion.
"Applicable Fee Rate" means, at any time, the percentage rate per
annum at which commitment fees are accruing on the unused portion of
the Aggregate Revolving Loan Commitment at such time as set forth in the
Pricing Schedule.
"Applicable Letter of Credit Fee Rate" means, at any time, with
respect to Letters of Credit, the percentage rate per annum which is
applicable at such time as set forth in the Pricing Schedule.
"Applicable Margin" means, with respect to Advances of any Type at
any time, the percentage rate per annum which is applicable at such time
with respect to Advances of such Type as set forth in the Pricing
Schedule.
"Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors.
"Article" means an article of this Agreement unless another
document is specifically referenced.
"Assignment Agreement" means any assignment agreement in the form
of EXHIBIT B, executed and delivered pursuant to Section 12.3.
"Authorized Officer" means any of the Chairman, President, or Chief
Financial Officer of the Borrower, acting singly.
"Borrower" means UNIFAB International, Inc., a Louisiana
corporation, and its successors and assigns.
"Borrowing Base" means at any time an amount equal to 80% of
Eligible Accounts PLUS the lesser of 50% of Eligible Fixed Assets or
$15,000,000, less any Reserves.
"Borrowing Base Certificate" means a certificate executed and
delivered by the Borrower to the Agent from time to time setting forth
the Borrowing Base as of a certain date, substantially in the form of
EXHIBIT C.
"Borrowing Date" means a date on which an Advance is made
hereunder.
"Borrowing Notice" is defined in Section 2.8.
"Business Day" means (i) with respect to any borrowing, payment or
rate selection of Eurodollar Advances, a day (other than a Saturday or
Sunday) on which banks generally are open in New Orleans for the conduct
of substantially all of their commercial lending activities, interbank
wire transfers can be made on the Fedwire system and dealings in United
States dollars are carried on in the London interbank market and (ii)
370996
|
UNIFAB Int'l
As referenced in this Credit Agreement [Amended and Restated]:
UNIFAB INTERNATIONAL, INC – {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}6
{FILENAME}0006.txt
{TEXT}
AMENDED AND RESTATED
CREDIT AGREEMENT
BY AND AMONG
UNIFAB INTERNATIONAL, INC .
(AS BORROWER),
BANK ONE, LOUISIANA, NATIONAL ASSOCIATION
(AS AGENT)
AND
THE LENDERS PARTY HERETO
__________________________________
DATED AS OF OCTOBER 19, 2000
__________________________________
TABLE OF CONTENTS
PAGE NO.
ARTICLE I.
_____________
UNIFAB
INTERNATIONAL, INC – 71
EXHIBITS
A Compliance Certificate 72
B Assignment Agreement 76
C Borrowing Base Certificate 85
AMENDED AND RESTATED
CREDIT AGREEMENT
This Agreement, dated as of October 19, 2000, is among UNIFAB
INTERNATIONAL, INC ., as Borrower, BANK ONE, LOUISIANA, NATIONAL
ASSOCIATION, as Agent, and the Lenders party hereto, who agree as
follows:
RECITALS
A. The Borrower, the Agent and the Lenders have heretofore
_____________
UNIFAB International, Inc – of EXHIBIT B, executed and delivered pursuant to Section 12.3.
"Authorized Officer" means any of the Chairman, President, or Chief
Financial Officer of the Borrower, acting singly.
"Borrower" means UNIFAB International, Inc ., a Louisiana
corporation, and its successors and assigns.
"Borrowing Base" means at any time an amount equal to 80% of
Eligible Accounts PLUS the lesser of 50% of Eligible
_____________
UNIFAB International, Inc – shall be in writing (including
electronic transmission, facsimile transmission or similar writing) and
shall be given to such party: (x) in the case of the Borrower or the
Agent, at UNIFAB International, Inc ., 500 Port Road, New Iberia, LA
70562, Facsimile (337) 373-5627 or Bank One, Louisiana, N.A., 600
Jefferson Street, Lafayette, LA 70521, Facsimile (337) 265-3248, (y) in
_____________
UNIFAB INTERNATIONAL, INC – ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.
IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have
executed this Agreement as of the date first above written.
BORROWER: UNIFAB INTERNATIONAL, INC .
By: /S/ PETER J. ROMAN
-------------------------------
Name: Peter J. Roman
Title: Chief Financial Officer
AGENT: BANK ONE, LOUISIANA,
NATIONAL ASSOCIATION, as Agent
By: /S/ ROSE M. MILLER
--------------------------------
Name: Rose M.
_____________
dt 1549748
;
Banc One Capital
As referenced in this Credit Agreement [Amended and Restated]:
Banc One Capital Markets, Inc – at
any time, the percentage rate per annum which is applicable at such time
with respect to Advances of such Type as set forth in the Pricing
Schedule.
"Arranger" means Banc One Capital Markets, Inc ., a Delaware
corporation, and its successors.
"Article" means an article of this Agreement unless another
document is specifically referenced.
"Assignment Agreement" means any assignment agreement in the form
of
_____________
dt 1394712
;
|
BNY
As referenced in this Credit Agreement [Amended and Restated]:
Bank of New York, – Federal funds brokers
on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations at
approximately 10:00 a.m. (Chicago time)
_____________
dt 1583294
|
| Preview
Subscribers | 2004 |
Credit Agreement [Amended and Restated] [Amendment No. 4]
Credit Agreement [Amended and Restated] [Amendment No. 4] (78K)
Doc #372616: Click preview link for longer preview.
FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"FOURTH AMENDMENT") is executed as of December 16, 2003, by and among Maverick
Tube Corporation, a Delaware corporation ("COMPANY"), SeaCAT, L.P., a Texas
limited partnership ("SC ACQUISITION"), SEAC Acquisition, LLC, a Delaware
limited liability company ("SEAC"), Maverick C&P, Inc., a Delaware corporation
("C&P"), 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 ("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 Company, SC Acquisition,
SEAC, C&P, Investment, Tube, Holding, Maverick GP and Precision GP, 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
"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, Borrowers, Agents and Lenders are parties to that certain
Amended and Restated Credit Agreement dated as of December 31, 2002, as amended
by that certain First Amendment to Amended and Restated Credit Agreement dated
as of February 28, 2003, that certain Second Amendment to Amended and Restated
Credit Agreement dated as of June 2, 2003, and that certain Third Amendment to
Amended and Restated Credit Agreement dated as of September 19, 2003
(collectively, 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 Fourth Amendment); and
WHEREAS, Borrowers have advised the Administrative Agent and Lenders
that Borrowers intend to complete a corporate restructuring of the Company's
Canadian and Scotish operations and more specifically to effect the following
corporate restructuring transactions (collectively referred to herein as the
"CANADIAN RESTRUCTURE"):
1
{PAGE}
A. the Company forms International Holdings as a new,
direct, wholly owned Subsidiary that will be a
Delaware corporation;
B. International Holdings forms Maverick ULC as a new,
direct, wholly owned Subsidiary that will be a Nova
Scotia unlimited liability corporation;
C. Maverick ULC forms Canada GP as a new, direct, wholly
owned Subsidiary that will be an Alberta limited
corporation;
D. Canada LP is formed; the sole general partner of
which is Canada GP and the initial limited partner of
which is Maverick ULC;
E. Canada LP forms Prudential Holdings as a new, direct,
wholly owned Subsidiary that will be a Nova Scotia
unlimited liability corporation;
F. the Company contributes the Equity of Exchangeco to
International Holdings in consideration for the
issuance of Equity by International Holdings to the
Company;
G. the Company loans up to the Dollar equivalent of
C$150,000,000 of cash to International Holdings
evidenced by an unsecured demand note in favor of the
Company in the form attached as Exhibit A hereto (the
"COMPANY/HOLDINGS NOTE");
H. International Holdings makes a loan of cash to
Maverick ULC evidenced by an unsecured note in favor
of International Holdings;
I. International Holdings contributes the Equity of
Exchangeco to Maverick ULC in consideration for cash
and Equity issued by Maverick ULC to International
Holdings;
J. International Holdings repays the Company/Holdings
Note in full;
K. Maverick ULC contributes the Equity of Exchangeco to
Canada LP in consideration for a limited partner
interest in Canada LP and then contributes a portion
of such limited partner interest to Canada GP;
L. Canada LP contributes the Equity of Exchangeco to
Prudential Holdings in consideration for the issuance
of unsecured debt evidenced by an unsecured note and
Equity by Prudential Holdings to Canada LP;
M. C&P distributes all of its assets which are located
at, or which are directly related to C&P's Counce,
Tennessee facility to Tube;
N. Investment converts to a limited liability company
("INVESTMENT LLC") and Maverick GP converts to a
limited liability company ("MAVERICK GP LLC");
2
{PAGE}
O. Tube distributes 95% of the capital stock of C&P to
Investment LLC and 5% of the capital stock of C&P to
GP LLC;
P. Investment LLC and Maverick GP LLC distribute all of
the capital stock of C&P to the Company;
Q. C&P recapitalizes its capital stock to create a class
of preferred stock;
R. C&P issues preferred stock to the Company, and the
Company contributes such preferred stock to
International Holdings in consideration for the
issuance of additional Equity by International
Holdings to the Company;
S. International Holdings contributes a portion of the
preferred stock of C&P to Maverick ULC in
consideration for the issuance of Equity, of Maverick
ULC to International Holdings.
T. Holding converts to a limited liability company
("HOLDING LLC");
U. Holding LLC distributes the Equity of Precision
Canada and Precision Scotland to the Company;
V. the Company contributes the equity of Precision
Canada and Precision Scotland to International
Holdings in consideration of the issuance of Equity
by International Holdings to the Company;
W. International Holdings contributes the Equity of
Precision Canada to Maverick ULC in consideration for
the issuance of Equity by Maverick ULC to
International Holdings;
X. Maverick ULC contributes the Equity of Precision
Canada to Canada LP in consideration for the issuance
of a limited partner interest by Canada LP to
Maverick ULC; and
Y. International Holdings contributes the remaining
portion of the preferred stock of C&P to Maverick ULC
in consideration for the issuance of unsecured debt
evidenced by an unsecured note by Maverick ULC to
International Holdings;
WHEREAS, after giving effect to the Canadian Restructure, the
organizational structure of the Borrowers and Subsidiaries will be as set forth
on Exhibit B hereto (the "POST-CONSUMMATION ORGANIZATIONAL STRUCTURE CHART");
and
WHEREAS, after giving effect to the Canadian Restructure, Borrowers
intend to amalgamate Prudential Holdings, Exchangeco, Tube Canada and Prudential
into a new Canadian corporation (the "AMALGAMATION"), and after giving effect to
the Amalgamation, the corporate structure of the Borrowers and their
Subsidiaries will be as set forth on Exhibit C hereto; and
WHEREAS, Borrowers have advised the Administrative Agent and Lenders
that Borrowers desire (i) to create Maverick de Venezuela, and (ii) to
capitalize Maverick de
3
{PAGE}
Venezuela with up to $10,000,000 (the preceding clauses (i) and (ii) are
collectively referred to herein as the "VENEZUELAN TRANSACTION"); and
WHEREAS, Maverick de Venezuela will (i) purchase raw steel from an
unrelated Venezuelan manufacturer, (ii) engage Tube to (a) ship the raw steel to
the Hickman, Arkansas facility on a tolling basis (with title of the steel (in
its raw form, as work-in-process and in the form of the green tubes produced in
Hickman) always remaining with Maverick de Venezuela), (b) process the raw steel
into green tubes, and (c) ship the green tubes back to Venezuela, (iii) engage a
third party to convert the green tubes into finished tubes, and (iv) sell the
finished tubes to Petroleos de Venezuela (a.k.a. Pdvsa) and other entities; and
WHEREAS, Borrowers have requested that the limitation on the aggregate
of all Canadian Letter of Credit Liabilities and US Letter of Credit Liabilities
at any one time outstanding be increased from $10,000,000 to $20,000,000; and
WHEREAS, Borrowers have requested that (i) Lenders consent to
consummation of the Canadian Restructure as more fully set forth herein and on
the Post-Consummation Organizational Structure Chart, (ii) Lenders consent to
the Venezuelan Transaction, and (iii) the Credit Agreement be amended as set
forth in this Fourth Amendment; and
WHEREAS, subject to the terms and conditions set forth herein, Lenders
have agreed to 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 Fourth Amendment, and subject to the
satisfaction of each condition precedent contained in Section 3 and Sections 4
and 5, as applicable, of this Fourth Amendment the Credit Agreement shall be
amended effective as of the date hereof in the manner provided in this Section
1.
1.1. AMENDED DEFINITIONS. The definitions of "CANADIAN CREDIT PARTY",
"FINANCING DOCUMENTS", "GP INC.", "GP LLC", "HOLDING" and "US CREDIT PARTY"
contained in Section 1.1 of the Credit Agreement shall be amended to read in
full as follows:
"CANADIAN CREDIT PARTY" shall mean the Canadian Borrowers and
each other Credit Party which is formed or organized under the federal
laws of Canada or under the laws of any province or territory in
Canada; provided, that, for all purposes of this Agreement and the
other Financing Documents, International Holdings shall be deemed to be
a Canadian Credit Party.
"FINANCING DOCUMENTS" shall mean this Agreement, the First
Amendment, the Second Amendment, the Third Amendment, the Fourth
Amendment, the Notes, the Security Instruments, the Applications,
Borrowing Requests, Borrowing Base Reports, 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,
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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.
"GP INC." shall, prior to the consummation of the Canadian
Restructure, mean Maverick GP, Inc., a Delaware corporation, and as
result of its conversion to a Delaware limited liability company as
part of the Canadian Restructure, shall thereafter mean Maverick GP.
"GP LLC" shall mean Precision GP.
"HOLDING" shall, prior to the consummation of the Canadian
Restructure, mean Precision Tube Holding Corporation, a Delaware
corporation, and as result of its conversion to a Delaware limited
liability company as part of the Canadian Restructure, shall thereafter
mean Precision Tube Holding, LLC, a Delaware limited liability company,
in each case owned 100% by the Company.
"INVESTMENT" shall, prior to the consummation of the Canadian
Restructure, mean Maverick Investment Corporation, a Delaware
corporation, and as result of its conversion to a Delaware limited
liability company as part of the Canadian Restructure, shall thereafter
mean Maverick Investment, LLC, a Delaware limited liability company, in
each case owned 100% by the Company.
"US CREDIT PARTY" shall mean the US Borrowers and any other
Credit Party which is organized under the laws of any state of the
United States or any political subdivision thereof; provided, that, for
all purposes of this Agreement and the other Financing Documents,
International Holdings shall not be deemed a US Credit Party.
1.2. ADDITIONAL DEFINITIONS. Section 1.1 of the Credit Agreement
shall be amended to add thereto in alphabetical order the following defined
terms:
"CANADA GP" shall mean Maverick Tube Canada GP, Ltd., an
Alberta limited corporation to be owned 100% by Maverick ULC.
"CANADA LP" shall mean Maverick Tube Canada LP, an Alberta
limited partnership to be owned 99% by Maverick ULC and 1% by Canada
GP.
"CANADIAN RESTRUCTURE" has the meaning assigned to such term
in the Fourth Amendment.
"FOURTH AMENDMENT" shall mean the Fourth Amendment to Amended
and Restated Credit Agreement dated as of December 16, 2003, by and
among Borrowers and Lenders.
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"INTERNATIONAL HOLDINGS" shall mean Maverick Tube
International Holdings, Inc., a Delaware corporation to be owned 100%
by the Company.
"INTERNATIONAL HOLDINGS BLOCKED ACCOUNT" shall mean the demand
deposit account established by International Holdings with the
Administrative Agent (a) which International Holdings and the
Administrative Agent jointly designate as the "International Holdings
Blocked Account," (b) into which all cash receipts of International
Holdings from whatever source (including, without limitation, all
currency, checks and drafts representing proceeds of the Collateral)
shall be deposited pursuant to Section 4.9 hereof and pursuant to the
Security Documents, and (c) which are subject to the provisions of
Section 4.9 hereof.
"MAVERICK DE VENEZUELA" shall mean Maverick Tube de Venezuela,
a Venezuelan corporation to be owned 100% by the Company.
"MAVERICK GP" shall mean Maverick GP, LLC, a Delaware limited
liability company and successor by conversion to GP, Inc.
"MAVERICK ULC" shall mean Maverick Tube Canada ULC, a Nova
Scotia unlimited liability corporation to be owned 100% by
International Holdings.
"MAVERICK ULC BLOCKED ACCOUNT" shall mean the demand deposit
account established by Maverick ULC with the Administrative Agent (a)
which Maverick ULC and the Administrative Agent jointly designate as
the "Maverick ULC Blocked Account," (b) into which all cash receipts of
Maverick ULC from whatever source (including, without limitation, all
currency, checks and drafts representing proceeds of the Collateral)
shall be deposited pursuant to Section 4.10 hereof and pursuant to the
Security Documents, and (c) which are subject to the provisions of
Section 4.10 hereof.
"PRECISION GP" shall mean Precision GP, LLC, a Delaware
limited liability company.
"PRUDENTIAL HOLDINGS" shall Prudential Steel Holdings, Ltd., a
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JPMorgan Chase
As referenced in this Credit Agreement [Amended and Restated] [Amendment No. 4]:
JPMorgan Chase Bank, – 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
"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
_____________
JPMORGAN CHASE BANK, – CERTIFICATIONS CONTAINED
IN THIS SECTION.
[Signature Pages Follow]
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{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment as of the day and year first above written.
JPMORGAN CHASE BANK, as a Lender and as
the Administrative Agent
By: /s/ Christopher D. Capriotti
Christopher D. Capriotti,
Vice President
JPMORGAN CHASE BANK, TORONTO BRANCH, as
a Lender
By: /s/ Christine
_____________
JPMORGAN CHASE BANK, – as of the day and year first above written.
JPMORGAN CHASE BANK, as a Lender and as
the Administrative Agent
By: /s/ Christopher D. Capriotti
Christopher D. Capriotti,
Vice President
JPMORGAN CHASE BANK, TORONTO BRANCH, as
a Lender
By: /s/ Christine Chan
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