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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
;
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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
;
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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
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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
|
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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,
4
{PAGE}
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.
5
{PAGE}
"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
372616
|
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]
16
{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
Christine Chan, Vice President
CIT BUSINESS CREDIT CANADA INC., as a
Lender and as the Canadian
Administrative Agent
By: /s/
_____________
JPMorgan Chase Bank – FIRST AMENDMENT TO GUARANTY AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO GUARANTY AND SECURITY AGREEMENT (this
"AMENDMENT") is effective as of the ____ day of December, 2003 and executed by
JPMorgan Chase Bank in its capacity as Administrative Agent (as herein defined)
and each party designated as a Grantor on the signature page hereto (the
"GRANTORS").
W I T N E S S
_____________
JPMorgan Chase Bank – Administrative Agent (as herein defined)
and each party designated as a Grantor on the signature page hereto (the
"GRANTORS").
W I T N E S S E T H:
WHEREAS, JPMorgan Chase Bank as Administrative Agent (in such capacity,
the "ADMINISTRATIVE AGENT"), CIT Business Credit Canada, Inc., as Canadian
Administrative Agent, General Electric Capital Corporation as Documentation
Agent, Maverick Tube Corporation and certain
_____________
dt 1404833
;
Royal Bank
As referenced in this Credit Agreement [Amended and Restated] [Amendment No. 4]:
ROYAL BANK OF CANADA, – M. Bartkowski
Name: Edward M. Bartkowski
Title: Senior Vice President
RBC CENTURA BANK, as a Lender
By: /s/ E. Mark Stubblefield
Name: E. Mark Stubblefield
Title: Market Manager/National Division
ROYAL BANK OF CANADA, as a Lender
By: /s/ Roger G. M. Straathof
Name: Roger G.M. Straathof
Title: Account Manager
Signature Page to
Fourth Amendment to Amended and Restated Credit Agreement
{PAGE}
_____________
dt 1454282
;
|
U.S. Bank, NA
As referenced in this Credit Agreement [Amended and Restated] [Amendment No. 4]:
U.S. BANK NATIONAL ASSOCIATION, – Page to
Fourth Amendment to Amended and Restated Credit Agreement
{PAGE}
THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender
By: /s/Grant Weiss
Name: Grant Weiss
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Thomas Visconti
Name: Thomas Visconti
Title: Vice President
FLEET CAPITAL CANADA CORPORATION,
as a Lender
By: /s/Doug McKenzie
Name: Doug McKenzie
Title: Vice
_____________
dt 1341916
;
 Vinson & Elkins
As referenced in this Credit Agreement [Amended and Restated] [Amendment No. 4]:
Vinson & Elkins – fees and expenses incurred by the Administrative Agent in connection with
the preparation, negotiation
10
{PAGE}
and execution of this Fourth Amendment, including, without limitation, all fees
and expenses of Vinson & Elkins L.L.P., counsel to the Administrative Agent.
3.3. DOCUMENTATION. The Administrative Agent shall have received
such other documents, instruments and agreements as it (or any Lender acting
through
_____________
dt 1364782
|
| Preview
Subscribers | 2003 |
Credit Agreement [Amended and Restated]
Credit Agreement [Amended and Restated] (562K)
Doc #372666: Click preview link for longer preview.
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
December 31, 2002
among
MAVERICK TUBE CORPORATION
MAVERICK TUBE, L.P.
MAVERICK GP, INC.
PRECISION TUBE HOLDING CORPORATION
MAVERICK INVESTMENT CORPORATION
PRECISION GP, LLC
PRECISION TUBE TECHNOLOGY, L.P.
MAVERICK C&P, INC.
as the US Borrowers
and
PRUDENTIAL STEEL LTD.
MAVERICK TUBE (CANADA) INC.
MAVERICK EXCHANGECO (NOVA SCOTIA) ULC
PRECISION TUBE CANADA LIMITED
as the Canadian Borrowers
and
JPMORGAN CHASE BANK, Individually and
as an Issuing Bank and as the Administrative Agent,
and
CIT BUSINESS CREDIT CANADA INC.
Individually and as an Issuing Bank and as the Canadian Administrative Agent,
and
GENERAL ELECTRIC CAPITAL CORPORATION, Individually and
as the Documentation Agent
and
FINANCIAL INSTITUTIONS,
NOW OR HEREAFTER PARTIES HERETO
as the Lenders
Domestic Revolving Credit Facility
Multi-Currency Canadian Revolving Credit Facility
Term Loan Facility
Secured Over-Advance Facility
TABLE OF CONTENTS
Page No.
--------
Article 1
DEFINITIONS; CONSTRUCTION
Section 1.1 Definitions............................................3
Section 1.2 Accounting Terms and Determinations...................37
Section 1.3 Other Definitional Terms..............................37
Article 2
AMOUNT AND TERMS OF LOANS
Section 2.1 Loans and Commitments.................................37
Section 2.2 Borrowing Requests....................................40
Section 2.3 Letters of Credit.....................................40
Section 2.4 Disbursement of Funds.................................45
Section 2.5 Notes and Maturity....................................47
Section 2.6 Interest..............................................47
Section 2.7 Interest Periods......................................49
Section 2.8 Bankers' Acceptances..................................49
Section 2.9 Repayment of Loans....................................51
Section 2.10 Voluntary Termination or Reduction of Revolving
Credit Commitments; Mandatory Termination of
SOFA Commitments......................................54
Section 2.11 Mandatory Prepayments; Voluntary Prepayments;
Order of Application..................................54
Section 2.12 Continuation and Conversion Options...................59
Section 2.13 Fees..................................................60
Section 2.14 Payments, etc.........................................62
Section 2.15 Interest Rate Not Ascertainable, etc..................63
Section 2.16 Illegality............................................63
Section 2.17 Increased Costs.......................................64
Section 2.18 Change of Lending Office..............................66
Section 2.19 Funding Losses........................................66
Section 2.20 Sharing of Payments, etc..............................66
Section 2.21 Taxes.................................................68
Section 2.22 Pro Rata Treatment....................................69
Section 2.23 Replacement of Lenders................................69
Section 2.24 Advances of Revolving Credit Loans to Satisfy
Lender Indebtedness...................................70
Section 2.25 Joint and Several Liability of US Borrowers;
Rights of Contribution among US Borrowers.............70
Section 2.26 Participations in US Swingline Loans..................71
Article 3
CONDITIONS TO BORROWINGS
Section 3.1 Closing...............................................72
Section 3.2 Conditions Precedent to All Loans and Letters
of Credit.............................................77
Section 3.3 Post Closing Conditions...............................77
Article 4
SECURITY
Section 4.1 Security Granted by US Credit Parties.................77
Section 4.2 Security Granted by Canadian Credit Parties...........78
Section 4.3 Establishment of US Lockbox...........................78
Section 4.4 Establishment of Canadian Lockbox.....................78
Section 4.5 Establishment of US Blocked Account...................78
Section 4.6 Establishment of Canadian Blocked Account.............79
Section 4.7 Application of Proceeds of US Blocked Account.........79
Section 4.8 Application of Proceeds of Canadian Blocked Account...79
Article 5
REPRESENTATIONS AND WARRANTIES
Section 5.1 Corporate Existence...................................80
Section 5.2 Corporate Power and Authorization.....................80
Section 5.3 Binding Obligations...................................80
Section 5.4 No Legal Bar or Resultant Lien........................80
Section 5.5 No Consent............................................80
Section 5.6 Financial Information.................................80
Section 5.7 Litigation............................................81
Section 5.8 Use of Proceeds.......................................81
Section 5.9 US Employee Benefits..................................81
Section 5.10 Canadian Employee Benefits............................82
Section 5.11 Taxes; Governmental Charges...........................83
Section 5.12 Titles, etc...........................................83
Section 5.13 Defaults..............................................83
Section 5.14 Casualties; Taking of Properties......................83
Section 5.15 Compliance with the Law...............................83
Section 5.16 No Material Misstatements.............................83
Section 5.17 Investment Company Act................................83
Section 5.18 Public Utility Holding Company Act....................84
Section 5.19 Capital Structure.....................................84
Section 5.20 Insurance.............................................84
Section 5.21 Environmental Matters.................................84
Section 5.22 Solvency..............................................85
Section 5.23 Employee Matters......................................85
Section 5.24 Real Property.........................................85
Section 5.25 Perfection Certificate; Schedules to other
Financing Documents...................................86
Section 5.26 Existing Indebtedness.................................86
Section 5.27 Purchase Documents....................................86
Section 5.28 Precision Purchase Documents..........................86
Section 5.29 Representations With Respect to Certain Credit
Parties...............................................86
Section 5.30 Accounts..............................................86
Article 6
AFFIRMATIVE COVENANTS
Section 6.1 Maintenance and Compliance, etc.......................87
Section 6.2 Payment of Taxes and Claims, etc......................87
Section 6.3 Further Assurances....................................87
Section 6.4 Performance of Obligations............................87
Section 6.5 Insurance.............................................88
Section 6.6 Accounts and Records..................................88
Section 6.7 Right of Inspection...................................88
Section 6.8 Operation and Maintenance of Property.................88
Section 6.9 New Subsidiaries; Additional Liens....................88
Section 6.10 Reporting Covenants...................................89
372666
|
ISDA
As referenced in this Credit Agreement [Amended and Restated]:
International Swaps and Derivatives Association – is the rate based on an average rate applicable to Canadian B/As for a term of
30 days appearing on the "Reuters Screen CDOR Page" (as defined in the
International Swaps and Derivatives Association , Inc. definitions, as modified
and amended from time to time) at approximately 10:00 a.m. (Toronto, Ontario
Canada time), on such date, or if such date is not
_____________
dt 1435741
;
BNY
As referenced in this Credit Agreement [Amended and Restated]:
Bank of New York, – System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next 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 for such day on such transactions received by
_____________
Bank of New York – on such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such
_____________
dt 1583334
;
|
JPMorgan Chase
As referenced in this Credit Agreement [Amended and Restated]:
JPMORGAN CHASE BANK, – MAVERICK C&P, INC.
as the US Borrowers
and
PRUDENTIAL STEEL LTD.
MAVERICK TUBE (CANADA) INC.
MAVERICK EXCHANGECO (NOVA SCOTIA) ULC
PRECISION TUBE CANADA LIMITED
as the Canadian Borrowers
and
JPMORGAN CHASE BANK, Individually and
as an Issuing Bank and as the Administrative Agent,
and
CIT BUSINESS CREDIT CANADA INC.
Individually and as an Issuing Bank and as the Canadian Administrative Agent,
_____________
JPMorgan Chase Bank, – and
Tube Canada, the "Canadian Borrowers" and individually, a "Canadian Borrower")
(the US Borrowers and the Canadian Borrowers are together referred to herein as
the "Borrowers" and individually, a "Borrower"), JPMorgan Chase Bank,
individually as a Lender and an Issuing Bank and as the Administrative Agent,
CIT Business Credit Canada Inc., individually as a Lender and as the Canadian
Administrative Agent and
_____________
JPMorgan Chase Bank, – Adjusted Interest Expense" shall mean, as to the Credit Parties on a
consolidated basis and for any period, Interest Expense less any non cash
Interest Expense.
"Administrative Agent" shall mean JPMorgan Chase Bank, acting in the
manner and to the extent described in Article 9, and any successor to JPMorgan
Chase Bank acting in such manner.
"Advance Notice" shall mean written or
_____________
JPMorgan
Chase Bank – Expense less any non cash
Interest Expense.
"Administrative Agent" shall mean JPMorgan Chase Bank, acting in the
manner and to the extent described in Article 9, and any successor to JPMorgan
Chase Bank acting in such manner.
"Advance Notice" shall mean written or telecopy notice (with telephonic
confirmation in the case of telecopy notice), which in each case shall be
irrevocable, from the
_____________
JPMorgan Chase Bank, – Borrowers and approved in writing by the Canadian Administrative Agent
such approval not to be unreasonably withheld), as the issuing bank for such
Canadian Letter of Credit.
"JPMorgan" shall mean JPMorgan Chase Bank, in its individual capacity
or as an Issuing Bank, as the case may be, and not as the Administrative Agent.
"JPMorgan Canada" shall mean JPMorgan Chase Bank, Toronto Branch.
"
_____________
dt 1404835
;
Royal Bank
As referenced in this Credit Agreement [Amended and Restated]:
Royal Bank of Canada – and the Canadian Lockbox Agreement.
"Canadian Lockbox Agreement" shall mean an agreement between the
Canadian Borrowers and the Canadian Lockbox Bank governing the Canadian Lockbox.
"Canadian Lockbox Bank" shall mean Royal Bank of Canada or any other
financial institution designated by the Canadian Administrative Agent and
approved by the Administrative Agent to act as the Canadian Lockbox Bank and
consented to in writing by
_____________
ROYAL BANK OF CANADA, – as a US Revolving Lender
By:
Name:
Title:
Address: 200 Providence Road, Suite 300
Charlotte, North Carolina 28207
Attention: E. Mark Stubblefield
Telephone: 704-686-1112
Telecopy: 704-686-1499
ROYAL BANK OF CANADA, as a Canadian Lender
By:
Name:
Title:
Address: 11th Floor, 335 8th Avenue SW
Calgary, Alberta T2P1C9
Attention: Roger Straathof
Telephone: 403-292-3896
Telecopy: 403-292-3154
CITIZENS
_____________
Royal Bank of Canada – 0 0 $1,000,000.00
--------------------------------- ---------------------- ---------------------- ----------------------- ----------------------
Fleet Capital Canada Corp. 0 $6,600,000.00 0 0
--------------------------------- ---------------------- ---------------------- ----------------------- ----------------------
RBC Centura Bank $6,400,000.00 0 0 $1,243,000.00
--------------------------------- ---------------------- ---------------------- ----------------------- ----------------------
Royal Bank of Canada 0 $16,600,000.00 0 0
--------------------------------- ---------------------- ---------------------- ----------------------- ----------------------
Citizens Business Credit, a $18,000,000.00 0 0 0
division of Citizens Leasing
Corporation
--------------------------------- ---------------------- ---------------------- ----------------------- ----------------------
Total $10,000,000.00
--------------------------------- ---------------------- ---------------------- ----------------------- ----------------------
{/table}
_____________
dt 1454283
|
| Preview
Subscribers | 2002 |
Credit Agreement
Credit Agreement (559K)
Doc #372673: Click preview link for longer preview.
CREDIT AGREEMENT
dated as of
March 29, 2002
among
MAVERICK TUBE CORPORATION
MAVERICK TUBE, L.P.
MAVERICK GP, INC.
PRECISION TUBE HOLDING CORPORATION
MAVERICK INVESTMENT CORPORATION
PRECISION GP, LLC
PRECISION TUBE TECHNOLOGY, L.P.
as the US Borrowers
and
PRUDENTIAL STEEL LTD.
MAVERICK TUBE (CANADA) INC.
MAVERICK EXCHANGECO (NOVA SCOTIA) ULC
PRECISION TUBE CANADA LIMITED
as the Canadian Borrowers
and
JPMORGAN CHASE BANK, Individually and
as Issuing Bank and as Administrative Agent,
and
CIT BUSINESS CREDIT CANADA INC.
Individually and as Issuing Bank and as Canadian Administrative Agent,
and
GENERAL ELECTRIC CAPITAL CORPORATION, Individually and
as Documentation Agent
and
FINANCIAL INSTITUTIONS,
NOW OR HEREAFTER PARTIES HERETO
as Lenders
Domestic Revolving Credit Facility
Multi-Currency Canadian Revolving Credit Facility
Term Loan Facility
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page No.
{S} {C} {C}
ARTICLE 1
DEFINITIONS; CONSTRUCTION
Section 1.1 Definitions.....................................................................................
Section 1.2 Accounting Terms and Determinations............................................................
Section 1.3 Other Definitional Terms.......................................................................
ARTICLE 2
AMOUNT AND TERMS OF LOANS
Section 2.1 Loans and Commitments..........................................................................
Section 2.2 Borrowing Requests.............................................................................
Section 2.3 Letters of Credit..............................................................................
Section 2.4 Disbursement of Funds..........................................................................
Section 2.5 Notes and Maturity.............................................................................
Section 2.6 Interest.......................................................................................
Section 2.7 Interest Periods...............................................................................
Section 2.8 Bankers' Acceptances...........................................................................
Section 2.9 Repayment of Loans.............................................................................
Section 2.10 Voluntary Termination or Reduction of Revolving Credit Commitments.............................
Section 2.11 Mandatory Prepayments; Voluntary Prepayments; Order of Application.............................
Section 2.12 Continuation and Conversion Options............................................................
Section 2.13 Fees...........................................................................................
Section 2.14 Payments, etc..................................................................................
Section 2.15 Interest Rate Not Ascertainable, etc...........................................................
Section 2.16 Illegality.....................................................................................
Section 2.17 Increased Costs................................................................................
Section 2.18 Change of Lending Office.......................................................................
Section 2.19 Funding Losses.................................................................................
Section 2.20 Sharing of Payments, etc.......................................................................
Section 2.21 Taxes..........................................................................................
Section 2.22 Pro Rata Treatment.............................................................................
Section 2.23 Replacement of Lenders.........................................................................
Section 2.24 Advances of Revolving Credit Loans to Satisfy Lender Indebtedness..............................
Section 2.25 Joint and Several Liability of US Borrowers; Rights of Contribution among US
Borrowers......................................................................................
Section 2.26 Participations in US Swingline Loans...........................................................
Section 2.27 Sharing Events.................................................................................
ARTICLE 3
CONDITIONS TO BORROWINGS
Section 3.1 Closing........................................................................................
Section 3.2 Conditions Precedent to All Loans and Letters of Credit........................................
Section 3.3 Post Closing Conditions........................................................................
ARTICLE 4
SECURITY
Section 4.1 Security Granted by US Credit Parties..........................................................
Section 4.2 Security Granted by Canadian Credit Parties....................................................
Section 4.3 Establishment of US Lockbox....................................................................
Section 4.4 Establishment of Canadian Lockbox..............................................................
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C} {C}
Section 4.5 Establishment of US Blocked Account............................................................
Section 4.6 Establishment of Canadian Blocked Account......................................................
Section 4.7 Application of Proceeds of US Blocked Account..................................................
Section 4.8 Application of Proceeds of Canadian Blocked Account............................................
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
Section 5.1 Corporate Existence............................................................................
Section 5.2 Corporate Power and Authorization..............................................................
Section 5.3 Binding Obligations............................................................................
Section 5.4 No Legal Bar or Resultant Lien.................................................................
Section 5.5 No Consent.....................................................................................
Section 5.6 Financial Information..........................................................................
Section 5.7 Litigation.....................................................................................
Section 5.8 Use of Proceeds................................................................................
Section 5.9 US Employee Benefits...........................................................................
Section 5.10 Canadian Employee Benefits.....................................................................
Section 5.11 Taxes; Governmental Charges....................................................................
Section 5.12 Titles, etc....................................................................................
Section 5.13 Defaults.......................................................................................
Section 5.14 Casualties; Taking of Properties...............................................................
372673
|
ISDA
As referenced in this Credit Agreement:
International Swaps and Derivatives Association – is the rate based on an average rate applicable to Canadian B/As
for a term of 30 days appearing on the "Reuters Screen CDOR Page" (as defined in
the International Swaps and Derivatives Association , Inc. definitions, as
modified and amended from time to time) at approximately 10:00 a.m. (Toronto,
Ontario Canada time), on such date, or if such date is not
_____________
dt 1435742
;
BNY
As referenced in this Credit Agreement:
Bank
of New York, – System arranged by
Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next 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 for such day on such transactions
received by
_____________
Bank of New York – on such day (or, if such day is not a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day) or, if such
_____________
dt 1583335
;
|
JPMorgan Chase
As referenced in this Credit Agreement:
JPMORGAN CHASE BANK, – TUBE TECHNOLOGY, L.P.
as the US Borrowers
and
PRUDENTIAL STEEL LTD.
MAVERICK TUBE (CANADA) INC.
MAVERICK EXCHANGECO (NOVA SCOTIA) ULC
PRECISION TUBE CANADA LIMITED
as the Canadian Borrowers
and
JPMORGAN CHASE BANK, Individually and
as Issuing Bank and as Administrative Agent,
and
CIT BUSINESS CREDIT CANADA INC.
Individually and as Issuing Bank and as Canadian Administrative Agent,
and
GENERAL ELECTRIC CAPITAL
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JPMorgan Chase Bank, – and
Tube Canada, the "Canadian Borrowers" and individually, a "CANADIAN BORROWER")
(the US Borrowers and the Canadian Borrowers are together referred to herein as
the "BORROWERS" and individually, a "BORROWER"), JPMorgan Chase Bank,
individually as Lender and Issuing Bank and as the Administrative Agent, CIT
Business Credit Canada Inc., individually as Lender and as the Canadian
Administrative Agent and as Issuing Bank,
_____________
JPMorgan Chase Bank, – EXPENSE" shall mean, as to the Company and
its Subsidiaries on a consolidated basis and for any period, Interest Expense
less any non cash Interest Expense.
"ADMINISTRATIVE AGENT" shall mean JPMorgan Chase Bank, acting
in the manner and to the extent described in Article 9, and any successor to
JPMorgan Chase Bank acting in such manner.
"ADVANCE NOTICE" shall mean written or
_____________
JPMorgan Chase Bank – Expense
less any non cash Interest Expense.
"ADMINISTRATIVE AGENT" shall mean JPMorgan Chase Bank, acting
in the manner and to the extent described in Article 9, and any successor to
JPMorgan Chase Bank acting in such manner.
"ADVANCE NOTICE" shall mean written or telecopy notice (with
telephonic confirmation in the case of telecopy notice), which in each case
shall be irrevocable, from the
_____________
JPMorgan Chase Bank, – Borrowers and approved in writing by the Canadian Administrative
Agent such approval not to be unreasonably withheld), as the issuing bank for
such Canadian Letter of Credit.
"JPMORGAN" shall mean JPMorgan Chase Bank, in its individual
capacity or as an Issuing Bank, as the case may be, and not as Administrative
Agent.
"JPMORGAN CANADA" shall mean JPMorgan Chase Bank, Toronto
Branch.
"LANDLORD
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dt 1404836
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