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Environmental Indemnity Agreement
Environmental Indemnity Agreement (18K)
Doc #154935: Click preview link for longer preview.
ENVIRONMENTAL INDEMNITY AGREEMENT
REGARDING HAZARDOUS SUBSTANCES
(1041-1043 Cannons Court, Woodbridge, Prince William County, Virginia)
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this Agreement) is made and entered into as of December 4, 2002, by REMODELERS, CREDIT CORPORATION, a Delaware corporation (Borrower), and U.S. HOME SYSTEMS, INC., a Delaware corporation (Guarantor, Guarantor and Borrower being referred to herein, collectively, as Indemnitor), to and for the benefit of GENERAL ELECTRIC CAPITAL BUSINESS ASSET FUNDING CORPORATION, a Delaware corporation, and its successors, assigns, and affiliates (Lender).
RECITALS:
A. Contemporaneously herewith Lender has made a loan (the Loan) to Borrower in the principal amount of $ 2,125,000.00, which Loan is evidenced by a Promissory Note (Note) of even date herewith executed by Borrower in favor of Lender and is secured by, among other things, that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing (the Security Instrument) of even date herewith executed by Borrower, encumbering certain real property and improvements located in the City of Woodbridge, County of Prince William, State of Prince William, commonly known as 1041-1043 Cannons Court, and more particularly described in Exhibit A attached hereto and made a part hereof (the Real Property).
B. As a result of Lenders making the Loan to Borrower, Lender may incur or suffer certain liabilities, costs and/or expenses in connection with the Real Property relating to Hazardous Substances (as hereinafter defined) including, but not limited to, as the owner of the Real Property subsequent to a foreclosure sale or deed taken in lieu thereof. Lender has therefore required the execution and delivery of this Agreement as a condition precedent to Lenders making of the Loan to Borrower in order to protect Lender from any such liabilities, costs and/or expenses, and Lender would not be willing to make the Loan to Borrower in the absence of the execution and delivery by Indemnitor of this Agreement.
NOW, THEREFORE, Indemnitor, in consideration of the foregoing and as an inducement to Lender to make the Loan, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby covenants and, agrees to and for the benefit of Lender as follows:
Section 1. Lender has obtained, and Indemnitor has reviewed, a Phase I Environmental Site Assessment (Phase I) dated November 6, 2002, prepared by Secor International, Inc. (the Report). Except as disclosed to Lender in the Report, Indemnitor has no knowledge of (a) the presence of any Hazardous Substances (as defined below) on the Real
154935
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US Home & Garden
As referenced in this Environmental Indemnity Agreement:
u.s. home – into as of December 4, 2002, by REMODELERS, CREDIT CORPORATION, a Delaware corporation (Borrower), and U.S. HOME SYSTEMS, INC., a Delaware corporation (Guarantor, Guarantor and Borrower being referred to herein, collectively,
u.s. home – nbsp;
GUARANTOR:
U.S. HOME SYSTEMS, INC.,
a Delaware corporation
By:
&
dt 304
;
U.S. Home
As referenced in this Environmental Indemnity Agreement:
U.S. HOME SYSTEMS – into as of December 4, 2002, by REMODELERS, CREDIT CORPORATION, a Delaware corporation (Borrower), and U.S. HOME SYSTEMS , INC., a Delaware corporation (Guarantor, Guarantor and Borrower being referred to herein, collectively, as
U.S. HOME SYSTEMS – year first above written.
BORROWER:
REMODELERS CREDIT CORPORATION,
a Delaware corporation
By:
Print:
Its:
GUARANTOR:
U.S. HOME SYSTEMS , INC.,
a Delaware corporation
By:
Print:
Its:
[EXECUTION PAGE OF ENVIRONMENTAL INDEMNITY
AGREEMENT REGARDING
dt 30625
;
| Remodelers, Credit Corporation;
General Electric Capital Business Asset Funding Corporation
|
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Subscribers | 2003 |
Non-Competition and Confidentiality Agreement
Non-Competition and Confidentiality Agreement (12K)
Doc #170828: Click preview link for longer preview.
HUTTIG BUILDING PRODUCTS, INC.
NON-COMPETITION AND CONFIDENTIALITY AGREEMENT
This Non-Competition and Confidentiality Agreement ("Agreement") is entered
into this 31st day of March, 2002, by and between Huttig Building Products
("Employer") and Barry J. Kulpa ("Employee") (collectively the "Parties").
In consideration of the mutual promises and covenants contained in this
Agreement and for other good and valuable consideration, including, but not
limited to, the employment of Employee by Employer on an at-will basis, the
Parties agree as follows:
1. Acknowledgments. Employer is engaged in the business of selling windows,
doors, and related residential building materials. Employee acknowledges that:
(1) the identity and particular needs of the Employer's customers are not
generally known; (2) Employer has a proprietary interest in the identity of its
customers and customer lists; (3) Employee's contacts with Employer's customers
constitute a major portion of the Employer's goodwill and customer
relationships; and (4) documents and information regarding Employer's methods of
training, sales, pricing, and costs are highly confidential and constitute trade
secrets. Employee further acknowledges that these trade secrets and confidential
information have been developed by the Employer through substantial expenditures
of time, effort, and money, and constitute valuable and unique property of the
Employer. Employee also acknowledges that the foregoing makes it reasonably
necessary for the protection of Employer and Employer's business interest that
Employee not compete with Employer during the period of his association with
Employer and for a period of time thereafter as set forth herein.
2. Employment. The Employer employs Employee in a position of trust on an
at-will basis. Employee shall devote substantially all of his business time and
effort to performing services for Employer's benefit. Employee's employment with
Employer is on an at-will basis and, as such, both Employer and Employee may
terminate the relationship at any time, with or without notice or cause.
3. Trade Secrets and Confidential Information. While employed by Employer,
Employee has received training and has access to and become familiar with
various trade secrets and confidential information of Employer, including, but
not limited to, the Employer's products and production methods, financial
information, personnel records and handbooks, promotional and instructional
materials, customer lists, and information regarding Employer's sales, pricing,
and costs. Employee acknowledges that such confidential information and trade
secrets are owned and shall continue to be owned solely by Employer. During the
term of his employment, and at all times thereafter, Employee shall keep and
hold in strictest confidence all such information, and will not disclose,
reveal, furnish, make available, or use such confidential information and trade
secrets, other than for the benefit of Employer as necessary to carry out his
job duties with Employer.
170828
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Huttig Building
As referenced in this Non-Competition and Confidentiality Agreement:
HUTTIG BUILDING PRODUCTS, – 6
{FILENAME}dex1030.txt
{DESCRIPTION}NON-COMPETITION AND CONFIDENTIALITY AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.30
HUTTIG BUILDING PRODUCTS, INC.
NON-COMPETITION AND CONFIDENTIALITY AGREEMENT
This Non-Competition and Confidentiality Agreement ("Agreement") is
Huttig Building Products
– Confidentiality Agreement ("Agreement") is entered
into this 31st day of March, 2002, by and between Huttig Building Products
("Employer") and Barry J. Kulpa ("Employee") (collectively the "Parties").
In consideration of the mutual
Huttig
Building Products, – Employer's issuing to
Employee, and Employee's election to receive, restricted stock under the Huttig
Building Products, Inc. EVA Incentive Compensation Plan. As additional
consideration, Employer agrees to pay Employee salary
HUTTIG BUILDING PRODUCTS, – with full
knowledge of its meaning and significance.
DATE:________________________ /s/ Barry J. Kulpa
--------------------------------------------
EMPLOYEE
HUTTIG BUILDING PRODUCTS, INC.
DATE: 3/31/02 By: /s/ Nick H. Varsam
------------------------ -----------------------------------
Title: Vice President - General
dt 28578
;
| Barry J. Kulpa
|
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Subscribers | 2003 |
Joint Plan of Reorganization [Amended No. 4]
Joint Plan of Reorganization [Amended No. 4] (880K)
Doc #171286: Click preview link for longer preview.
INTRODUCTION
Owens Corning, a Delaware corporation ("OCD"), and those entities listed on
SCHEDULE I hereto (collectively, the "SUBSIDIARY DEBTORS" and, together with
OCD, the "DEBTORS"), James J. McMonagle, the Legal Representative for Future
Claimants ("FUTURE CLAIMANTS' REPRESENTATIVE"), and the Official Committee of
Asbestos Claimants ("ASBESTOS CLAIMANTS' COMMITTEE"), hereby propose the
following amended joint plan of reorganization (the "PLAN") for the Debtors in
their reorganization cases (the "CHAPTER 11 CASES") under Chapter 11 of the
Bankruptcy Code ("CHAPTER 11") for the resolution of their creditors' Claims and
Demands and their equity holders' Interests. The Debtors, the Future Claimants'
Representative, and the Asbestos Claimants' Committee (collectively, "PLAN
PROPONENTS") are the co-proponents of the Plan within the meaning of Section
1129 of the Bankruptcy Code.
Certain of OCD's Subsidiaries (including IPM, Vytec Corporation,
Owens-Corning Fibreglas Sweden Inc. and certain foreign entities and joint
ventures) have not commenced cases under Chapter 11 of the Bankruptcy Code
(collectively, the "NON-DEBTOR SUBSIDIARIES"), and accordingly continue to
operate their businesses in the ordinary course. A list of the Non-Debtor
Subsidiaries is attached hereto as SCHEDULE II. Although IPM and the other
Non-Debtor Subsidiaries have not filed under Chapter 11 at the present time, one
or more of the Non-Debtor Subsidiaries may file for reorganization under Chapter
11 in the future.
Subject to certain restrictions and requirements set forth in Section 1127
of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 3019 and SECTION
14.4 of the Plan, the Plan Proponents reserve the right to alter, amend, modify,
revoke or withdraw the Plan prior to its substantial consummation.
ARTICLE I
DEFINITIONS, RULES OF INTERPRETATION,
COMPUTATION OF TIME AND GOVERNING LAW
A. SCOPE OF DEFINITIONS
For purposes of the Plan, all capitalized terms not otherwise defined shall
have the meanings ascribed to them in Article I of the Plan, except as expressly
provided or unless the context clearly requires otherwise. Whenever the context
requires, such meanings shall be equally applicable to both the singular and
plural form of such terms, and the masculine gender shall include the feminine
and the feminine gender shall include the masculine. Any term used in initially
capitalized form in this Plan that is not defined herein but that is used in the
Bankruptcy Code shall have the meaning ascribed to such term in the Bankruptcy
Code.
{Page}
B. DEFINITIONS
1.1 "$150 MILLION DEBENTURES" means the 10% Guaranteed Debentures due
2001 in the aggregate principal amount of $150 Million due 2001,
issued by O.C. Funding B.V. under an Indenture, dated as of May 15,
1991 between O.C. Funding B.V., OCD and the Bank of New York, as
Trustee, as guaranteed by OCD.
1.2 "$250 MILLION NOTES" means the 7% Notes in the aggregate principal
amount of $250 million due March 15, 2009, issued by OCD under an
Indenture, dated as of May 5, 1997, between OCD and The Bank of New
York, as trustee.
1.3 "$300 MILLION HIGH COUPON DEBENTURES" means two series of
debentures in the aggregate principal amount of $300 million issued
by OCD under an Indenture dated as of May 21, 1992, between OCD and
The Bank of New York, as trustee, consisting of (i) 8.875%
Debentures in the aggregate principal amount of $150 million due
June 1, 2002 (the "8.875% Debentures"), and (ii) 9.375% Debentures
in the aggregate principal amount of $150 million due June 1, 2012
(the "9.375% Debentures").
1.4 "$400 MILLION DEBENTURES" means the 7.5% Debentures in the
aggregate principal amount of $400 million due August 1, 2018,
issued by OCD under the Indenture, dated as of May 5, 1997, between
OCD and The Bank of New York, as trustee.
1.5 "$550 MILLION TERM NOTES" means two series of notes in the
aggregate principal amount of $550 million issued by OCD under an
Indenture, dated as of May 5, 1997, between OCD and The Bank of New
York, as trustee, consisting of (i) 7.5% Term Notes in the
aggregate principal amount of $300 million due May 1, 2005 (the
"First Series"), and (ii) 7.7% Term Notes in the aggregate
principal amount of $250 million due May 1, 2008 (the "Second
Series").
1.6 "130 MILLION DEM BEARER BONDS" means the 7.25% DEM Bearer Bonds in
the aggregate principal amount of 130 million due December 2, 2000,
issued by OCD pursuant to the Underwriting Agreement, dated as of
November 15, 1985, between OCD, Dresdner Bank AG and the other
banks listed therein, and the Agreement for the Listing, the
Trusteeship and the Paying Agency, dated as of November 15, 1985,
between OCD and Dresdner Bank AG.
1.7 "1997 CREDIT AGREEMENT" means the Credit Agreement, dated as of
June 26, 1997, by and among OCD, the Subsidiary Debtors and
Non-Debtor Subsidiaries named therein, the banks listed in Annex A
thereto and CSFB, as agent, as amended by Amendment No. 1, dated as
of February 20, 1998, and Amendment No. 2, dated as of November 30,
1998.
1.8 "ADMINISTRATIVE CLAIMS" means claims for payment of an
administrative expense of a kind specified in Section 503(b),
507(b), or 1114(e)(2) of the Bankruptcy Code and entitled to
priority pursuant to Section 507(a)(1) of the Bankruptcy Code,
including, without limitation, (i) the actual, necessary costs and
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Hartford
As referenced in this Joint Plan of Reorganization [Amended No. 4]:
Hartford Financial Services
Group, Inc – Claim, a FB
Asbestos Personal Injury Claim, a FB Asbestos Property Damage
Claim, an Intercompany Claim, a Subordinated Claim, or an OCD
Interest.
1.119 "HARTFORD ENTITIES" means (i) the Hartford Financial Services
Group, Inc ., Excess Insurance Company, Ltd., Fencourt Reinsurance
Company, Ltd., First State Insurance Company, Hartford Accident and
Indemnity Company, Hartford Casualty Insurance Company, Hartford
Fire Insurance Company, Hartford Insurance Company of
_____________
Hartford Financial Services Group,
Inc – products/completed operations claims other than asbestos claims;
and (v) policies issued to or insuring Fibreboard.
1.121 "HARTFORD SETTLEMENT AGREEMENT" means the Settlement Agreement
between Owens Corning and the Hartford Financial Services Group,
Inc ., dated June 18, 2001, and approved by the Bankruptcy Court by
Order dated July 16, 2001.
1.122 "IMPAIRED" means, when used with reference to a Claim or Interest,
_____________
dt 1412358
;
Lance
As referenced in this Joint Plan of Reorganization [Amended No. 4]:
Lance, Inc – IIG Minwool, LLC
Industry Factory Rentals
J. Aron & Co.
Jeffrey Wilson
Koch Fuels, Inc. (through Koch Materials Company Division)
Koch Materials Company
Kroy Building Products, Inc.
LA County Transportation Commission
Lance, Inc . (assigned to Vista Bakery, Inc.)
Leeway & Co.
Manufacturing Hanover
Mellon Bank, N.A.
Mesa Insulation, Inc. (a Division of Johns Manville Corporation)
Metro Boston Contracting Co., Inc.
Mogens Hogsted
_____________
dt 1353159
;
Owens Corning
As referenced in this Joint Plan of Reorganization [Amended No. 4]:
OWENS CORNING, – IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
------------------------------------
IN RE: )
) Chapter 11
OWENS CORNING, et al., )
) Case No. 00-03837 (JKF)
Debtors. )
) Jointly Administered
)
------------------------------------
FOURTH AMENDED JOINT PLAN
OWENS CORNING
– Case No. 00-03837 (JKF)
Debtors. )
) Jointly Administered
)
------------------------------------
FOURTH AMENDED JOINT PLAN OF REORGANIZATION FOR OWENS CORNING
AND ITS AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION
SAUL EWING LLP SKADDEN, ARPS, SLATE,
Owens Corning, – Distribution Procedures
Exhibit F Management Arrangements including Summary of Incentive
Compensation Program
x
{Page}
INTRODUCTION
Owens Corning, a Delaware corporation ("OCD"), and those entities listed on
SCHEDULE I hereto (collectively, the "
Owens-Corning – Section
1129 of the Bankruptcy Code.
Certain of OCD's Subsidiaries (including IPM, Vytec Corporation,
Owens-Corning Fibreglas Sweden Inc. and certain foreign entities and joint
ventures) have not commenced cases under
OWENS CORNING, – under
the 1997 Credit Agreement.
1.25 "BANK HOLDERS ACTION" means with the action entitled OWENS CORNING,
ET AL. V. CREDIT SUISSE FIRST BOSTON, ET AL., in the United States
District
dt 29052
;
|
 BofA
As referenced in this Joint Plan of Reorganization [Amended No. 4]:
Bank of America, – paid or
otherwise resolved by the Asbestos Personal Injury Trust.
1.66 "DIP AGENT" means Bank of America, N.A., as administrative agent of
the DIP Facility.
1.67 "DIP FACILITY" means
Bank of America, – dated December 8,
2000, by and among the financial institutions named therein, as the
lenders, Bank of America, N.A., as the agent, and OCD and the
Subsidiaries of OCD named therein,
Bank of
America, – OCD as Borrower Representative on behalf of the
borrowers under the Post-Petition Credit Agreement, Bank of
America, N.A., as agent and the Lenders signatory thereto, dated as
of October 28,
BANK OF AMERICA – CORPORATION V. JOHN D. ROACH, ET AL. (Case No.
A-02-5826).
OWENS CORNING V. BANK OF AMERICA CORP. (Case No. A-02-5819).
OWENS CORNING V. SANFORD C. BERNSTEIN & CO. LLC, ET
dt 40352
;
BNY
As referenced in this Joint Plan of Reorganization [Amended No. 4]:
Bank of New York, – dated as of May 15,
1991 between O.C. Funding B.V., OCD and the Bank of New York, as
Trustee, as guaranteed by OCD.
1.2 "$250 MILLION NOTES" means the 7%
Bank of New
York, – by OCD under an
Indenture, dated as of May 5, 1997, between OCD and The Bank of New
York, as trustee.
1.3 "$300 MILLION HIGH COUPON DEBENTURES" means two series of
debentures
Bank of New York, – by OCD under an Indenture dated as of May 21, 1992, between OCD and
The Bank of New York, as trustee, consisting of (i) 8.875%
Debentures in the aggregate principal amount of $
Bank of New York, – by OCD under the Indenture, dated as of May 5, 1997, between
OCD and The Bank of New York, as trustee.
1.5 "$550 MILLION TERM NOTES" means two series of notes in
Bank of New
York, – by OCD under an
Indenture, dated as of May 5, 1997, between OCD and The Bank of New
York, as trustee, consisting of (i) 7.5% Term Notes in the
aggregate principal amount
dt 42256
;
More... |
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Disclosure Statement with Respect to Fourth Amended Joint Plan of Reorganization
Disclosure Statement with Respect to Fourth Amended Joint Plan of Reorganization (1,101K)
Doc #171287: Click preview link for longer preview.
THE FOURTH AMENDED JOINT PLAN OF REORGANIZATION FOR OWENS CORNING AND ITS
AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION (THE "PLAN"), WHICH IS ATTACHED AS
APPENDIX A TO THIS DISCLOSURE STATEMENT, CONTAINS AN ASBESTOS PERSONAL INJURY
PERMANENT CHANNELING INJUNCTION UNDER 11 U.S.C. SECTION 524(g). THE PLAN ALSO
CONTAINS AN INJUNCTION UNDER 11 U.S.C. SECTION 105, WHICH CHANNELS ALL ASBESTOS
PROPERTY DAMAGE CLAIMS AGAINST FIBREBOARD CORPORATION, AN INJUNCTION UNDER 11
U.S.C. SECTION 105 WITH RESPECT TO CLAIMS AGAINST THE HARTFORD ENTITIES AND AN
INJUNCTION WITH RESPECT TO CLAIMS AGAINST RELATED PERSONS OF THE DEBTORS BY
HOLDERS OF CLAIMS WHO VOTE IN FAVOR OF THE PLAN, WHICH ARE INJUNCTIONS AGAINST
CONDUCT NOT OTHERWISE ENJOINED UNDER THE BANKRUPTCY CODE. FOR A DESCRIPTION OF
THE ACTS TO BE ENJOINED AND THE IDENTITY OF THE ENTITIES THAT WOULD BE SUBJECT
TO EACH OF THESE INJUNCTIONS, SEE THE FOLLOWING SECTIONS OF THIS DISCLOSURE
STATEMENT:
(1) THE ASBESTOS PERSONAL INJURY PERMANENT CHANNELING INJUNCTION: SECTION VIII.C
OF THIS DISCLOSURE STATEMENT ENTITLED "THE ASBESTOS PERSONAL INJURY TRUST--THE
ASBESTOS PERSONAL INJURY PERMANENT CHANNELING INJUNCTION" AND SECTION 5.14(b) OF
THE PLAN;
(2) THE INJUNCTION CHANNELING FB ASBESTOS PROPERTY DAMAGE CLAIMS: SECTION IX.C
OF THIS DISCLOSURE STATEMENT ENTITLED "THE FB ASBESTOS PROPERTY DAMAGE TRUST--
INJUNCTION CHANNELING FB ASBESTOS PROPERTY DAMAGE CLAIMS " AND SECTION 3.3(g) OF
THE PLAN;
(3) THE INJUNCTION WITH RESPECT TO CLAIMS AGAINST THE HARTFORD ENTITIES: SECTION
VII.J.6 OF THIS DISCLOSURE STATEMENT ENTITLED "INJUNCTION WITH RESPECT TO CLAIMS
AGAINST THE HARTFORD ENTITIES" AND SECTION 5.13(d) OF THE PLAN; AND
(4) THE INJUNCTION WITH RESPECT TO CLAIMS AGAINST RELATED PERSONS OF THE DEBTORS
BY HOLDERS OF CLAIMS WHO SUBMIT A BALLOT AND DO NOT ELECT TO WITHHOLD CONSENT TO
RELEASES OF THE RELEASED PARTIES BY MARKING THE APPROPRIATE BOX ON THE BALLOT:
SECTION VII. J.2 OF THIS DISCLOSURE STATEMENT ENTITLED "CERTAIN RELEASES AND
INJUNCTIONS UNDER THE PLAN -- RELEASES BY HOLDERS OF CLAIMS AND INTERESTS" AND
SECTION VII. J.3 ENTITLED "INJUNCTIONS RELATED TO RELEASES" AND SECTIONS 5.13(b)
AND (c) OF THE PLAN.
i
{Page}
DISCLAIMER
THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS INCLUDED HEREIN
FOR PURPOSES OF SOLICITING ACCEPTANCES OF THE THIRD AMENDED JOINT PLAN OF
REORGANIZATION FOR OWENS CORNING AND ITS AFFILIATED DEBTORS AND
DEBTORS-IN-POSSESSION (THE "PLAN"), FILED BY OWENS CORNING ("OCD") AND THOSE
ENTITIES LISTED ON SCHEDULE I OF THE PLAN (COLLECTIVELY, THE "SUBSIDIARY
DEBTORS" AND, TOGETHER WITH OCD, THE "DEBTORS"), JAMES J. MCMONAGLE, THE LEGAL
REPRESENTATIVE FOR FUTURE CLAIMANTS ("FUTURE CLAIMANTS' REPRESENTATIVE"), AND
THE OFFICIAL COMMITTEE OF ASBESTOS CLAIMANTS ("ASBESTOS CLAIMANTS' COMMITTEE")
(THE DEBTORS, THE FUTURE CLAIMANTS' REPRESENTATIVE, AND THE ASBESTOS CLAIMANTS'
COMMITTEE, COLLECTIVELY, THE "PLAN PROPONENTS"). THE INFORMATION CONTAINED IN
THIS DISCLOSURE STATEMENT MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO
DETERMINE HOW TO VOTE ON THE PLAN. NO PERSON MAY GIVE ANY INFORMATION OR MAKE
ANY REPRESENTATIONS, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN
THIS DISCLOSURE STATEMENT, REGARDING THE PLAN OR THE SOLICITATION OF ACCEPTANCES
OF THE PLAN.
ALL CREDITORS ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURE STATEMENT
AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. PLAN
SUMMARIES AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE QUALIFIED IN
THEIR ENTIRETY BY REFERENCE TO THE PLAN AND THE EXHIBITS AND SCHEDULES ANNEXED
TO THE PLAN AND THIS DISCLOSURE STATEMENT. THE STATEMENTS CONTAINED IN THIS
DISCLOSURE STATEMENT ARE MADE ONLY AS OF THE DATE HEREOF, AND THERE CAN BE NO
ASSURANCE THAT THE STATEMENTS CONTAINED HEREIN WILL BE CORRECT AT ANY TIME
BEFORE OR AFTER THE DATE HEREOF.
THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125
OF THE UNITED STATES BANKRUPTCY CODE, 11 U.S.C. Sections 101-1330 (AS AMENDED,
THE "BANKRUPTCY CODE") AND RULE 3016 OF THE FEDERAL RULES OF BANKRUPTCY
PROCEDURE (THE "BANKRUPTCY RULES") AND NOT NECESSARILY IN ACCORDANCE WITH
FEDERAL OR STATE SECURITIES LAWS OR OTHER NON-BANKRUPTCY LAWS.
EXCEPT WHERE SPECIFICALLY NOTED, THE FINANCIAL INFORMATION CONTAINED HEREIN
HAS NOT BEEN AUDITED BY A CERTIFIED PUBLIC ACCOUNTING FIRM AND HAS NOT BEEN
PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
THIS DISCLOSURE STATEMENT HAS NEITHER BEEN APPROVED NOR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR THE SECURITIES REGULATORS OF
171287
|
Akzo Nobel
As referenced in this Disclosure Statement with Respect to Fourth Amended Joint Plan of Reorganization:
Akzo Nobel – former owner/operator; a Proof of Claim in the amount of
$3,000,000 by Akzo Nobel Coatings, Inc. seeking indemnification for cleanup
costs that it incurred with respect to the Mercer
dt 54224
;
Electronic Arts
As referenced in this Disclosure Statement with Respect to Fourth Amended Joint Plan of Reorganization:
Electronic Arts Inc. – Baseball. He assumed his current position with Major
League Baseball in 1999. Mr. Coleman is a director of H. J. Heinz Company, the
Omnicom Group, New Jersey Resources, Cendant Corporation, Electronic Arts Inc. ,
Aramark Corporation, and Churchill Downs Incorporated. He also serves as a
director of The Metropolitan Opera, The Schumann Fund, The Jackie Robinson
Foundation and The Children's Defense Fund.
_____________
dt 1485020
;
|
Enron
As referenced in this Disclosure Statement with Respect to Fourth Amended Joint Plan of Reorganization:
Enron Corp. – Court approval to amend the previously-assumed Enron
agreements so as to, among other things, expand the services provided thereunder
to additional facilities of the Debtors. On December 2, 2001, Enron Corp. and
certain of its affiliates filed Chapter 11 bankruptcy petitions in the United
States Bankruptcy Court for the Southern District of New York. Prior to Enron
Corp.'s bankruptcy
_____________
Enron
Corp. – December 2, 2001, Enron Corp. and
certain of its affiliates filed Chapter 11 bankruptcy petitions in the United
States Bankruptcy Court for the Southern District of New York. Prior to Enron
Corp. 's bankruptcy filing, the Debtors sent one or more notices to Enron by
which the Debtors terminated their various contractual agreements with Enron.
Enron has asserted significant post-petition
_____________
Enron Corp. – asserted significant post-petition claims against OCD as a result of
the foregoing contract terminations. By motion filed on May 9, 2003, OCD sought
Court approval of a settlement with Enron Corp. and certain of its affiliates
that would resolve all disputes among the parties. Among other things, such
settlement resolved the following issues: (i) the amount, if any, owed by
_____________
dt 1336270
;
Owens Corning
As referenced in this Disclosure Statement with Respect to Fourth Amended Joint Plan of Reorganization:
OWENS CORNING, – IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
-----------------------------------
IN RE: )
) Chapter 11
OWENS CORNING, et al., )
) Case No. 00-03837 (JKF)
Debtors. )
) Jointly Administered
)
-----------------------------------
DISCLOSURE STATEMENT WITH RESPECT
OWENS CORNING – Debtors. )
) Jointly Administered
)
-----------------------------------
DISCLOSURE STATEMENT WITH RESPECT TO FOURTH AMENDED JOINT PLAN
OF REORGANIZATION FOR OWENS CORNING AND
ITS AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION
SAUL EWING LLP SKADDEN, ARPS, SLATE, MEAGHER
OWENS CORNING – Table}
{Page}
NOTICE WITH RESPECT TO INJUNCTIONS
THE FOURTH AMENDED JOINT PLAN OF REORGANIZATION FOR OWENS CORNING AND ITS
AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION (THE "PLAN"), WHICH IS ATTACHED AS
APPENDIX
OWENS CORNING – HEREIN
FOR PURPOSES OF SOLICITING ACCEPTANCES OF THE THIRD AMENDED JOINT PLAN OF
REORGANIZATION FOR OWENS CORNING AND ITS AFFILIATED DEBTORS AND
DEBTORS-IN-POSSESSION (THE "PLAN"), FILED BY OWENS CORNING ("OCD")
OWENS CORNING – FOR OWENS CORNING AND ITS AFFILIATED DEBTORS AND
DEBTORS-IN-POSSESSION (THE "PLAN"), FILED BY OWENS CORNING ("OCD") AND THOSE
ENTITIES LISTED ON SCHEDULE I OF THE PLAN (COLLECTIVELY, THE "SUBSIDIARY
dt 29053
;
More... |
| Subscribers | 2004 |
Code of Conduct and Ethics
Code of Conduct and Ethics (4K)
Doc #350504: This document is immediately available for purchase, but does not have a preview available for viewing.
350504
| | |
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Subscribers | 2001 |
Letter Agreement [Amended and Restated] [Amendment No. 4]
Letter Agreement [Amended and Restated] [Amendment No. 4] (6K)
Doc #350513: Click preview link for longer preview.
FOURTH AMENDMENT TO AMENDED AND RESTATED LETTER AGREEMENT
(with Borrowing Base)
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LETTER AGREEMENT (this
"Amendment") dated effective as of June 1, 2001 (the "Effective Date"), is by
and between FRIEDMAN INDUSTRIES, INCORPORATED ("Borrower") and THE CHASE
MANHATTAN BANK, successor by merger to Chase Bank of Texas, National
Association ("Bank").
PRELIMINARY STATEMENT. Bank and Borrower have entered into an Amended And
Restated Letter Agreement dated as of April 1, 1995, as amended by a First
Amendment dated as of April 1, 1997, a Second Amendment dated as of July 21,
1997 and a Third Amendment dated as of April 1, 1999 (collectively, "Credit
Amendment"). All capitalized terms defined in the Credit Agreement and not
otherwise defined herein shall have the same meanings herein as in the Credit
Agreement. Bank and Borrower have agreed to amend the Credit Agreement to the
extent set forth herein, and in order to, among other things, renew, modify and
increase the Revolving Credit Note.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, Bank and Borrower hereby agree as follows:
1. Section 1.1 of the Credit Agreement is amended to read as follows:
"Subject to the terms and conditions hereof, the Bank agrees to make loans
("Loan" or "Loans") to Borrower from time to time before the Termination
Date, not to exceed at any one time outstanding $10,000,000.00 (the
"Commitment"). Borrower shall have the right to borrow, repay and reborrow.
Bank and Borrower agree that Chapter 346 of the Texas Finance Code shall
not apply to this Agreement, the Note or any Loan. The Loans shall be
evidenced by, shall bear interest and shall be payable as provided in the
promissory note of Borrower dated June 1, 2001 (together with any and all
renewals, extensions, modifications, replacements, and rearrangements
thereof and substitutions therefor, the "Note"), which is given in renewal,
modification and increase of that certain promissory note dated April 1,
1999, maturing April 1, 2002, in the original principal amount of
$8,000,000.00. The purpose of the Loans made under the Commitment is to
provide the Borrower with working capital support. "Termination Date" means
the earlier of: (a) April 1, 2004; or (b) the date specified by Bank in
accordance with Section 5 of the Credit Agreement.
2. Section 2.1 (c) of the Credit Agreement is amended to read "December 31,
2000" for the date of the last financial statement delivered to the Bank.
3. Exhibit A of the Credit Agreement is amended by and replaced with the
Exhibit A attached hereto for all purposes, which shall be a quarterly
350513
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Chase Manhattan
As referenced in this Letter Agreement [Amended and Restated] [Amendment No. 4]:
CHASE
MANHATTAN BANK, – FOURTH AMENDMENT TO AMENDED AND RESTATED LETTER AGREEMENT (this
"Amendment") dated effective as of June 1, 2001 (the "Effective Date"), is by
and between FRIEDMAN INDUSTRIES, INCORPORATED ("Borrower") and THE CHASE
MANHATTAN BANK, successor by merger to Chase Bank of Texas, National
Association ("Bank").
PRELIMINARY STATEMENT. Bank and Borrower have entered into an Amended And
Restated Letter Agreement dated as of April
_____________
CHASE MANHATTAN BANK
– caused this Amendment to be
executed effective as of the Effective Date.
BORROWER: FRIEDMAN INDUSTRIES, INCORPORATED
By: /s/ BEN HARPER
---------------------------------
Name: BEN HARPER
---------------------------------
Title: SENIOR VICE PRESIDENT -- FINANCE
---------------------------------
BANK: THE CHASE MANHATTAN BANK
Page 1 of 2 Pages
{PAGE} 2
10.1 (con't)
By: /s/ KEVIN RECH
---------------------------------
Name:
---------------------------------
Title: SR. VICE PRESIDENT
---------------------------------
Page 2 of 2 Pages
{/TEXT}
{/DOCUMENT}
_____________
dt 742609
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| Subscribers | 2003 |
Code of Business Ethics
Code of Business Ethics (48K)
Doc #350545: This document is immediately available for purchase, but does not have a preview available for viewing.
350545
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Subscribers | 2001 |
Non-Competition Agreement
Non-Competition Agreement (12K)
Doc #350567: Click preview link for longer preview.
NON-COMPETITION AGREEMENT
THIS NON-COMPETITION AGREEMENT (hereinafter "Agreement") made as of
September 4, 2001, effective September 1, 2001, by and between INFINITI PAINT
CO., INC., a Florida corporation (hereinafter "INFINITI"), with offices at 4100
North Powerline Road, Suite G-2, Pompano Beach, Florida 33073 and RICHARD S.
ZEGELBONE (hereinafter "ZEGELBONE"), an employee of TROPICAL ASPHALT PRODUCTS
CORPORATION (hereinafter "TROPICAL"), a Florida corporation, with an office
located at 1904 South 31st Avenue, . . .
350567
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Urecoats
As referenced in this Non-Competition Agreement:
Urecoats Industries Inc – Avenue, Hallandale, Florida 33009.
W I T N E S S E T H :
WHEREAS, at the time of execution of this Agreement, INFINITI is a wholly-
owned subsidiary of Urecoats Industries Inc .;
WHEREAS, INFINITI is engaged in the business of selling, marketing, and
distributing adhesives, sealants, coatings, paints, and foam products, directly
to contractors (hereinafter "INFINITI'S BUSINESS"); and
WHEREAS, simultaneously
_____________
dt 1547468
| |
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Subscribers | 2001 |
Non-Competition Agreement
Non-Competition Agreement (12K)
Doc #350568: Click preview link for longer preview.
NON-COMPETITION AGREEMENT
THIS NON-COMPETITION AGREEMENT (hereinafter "Agreement") made as of
September 4, 2001, effective September 1, 2001, by and between INFINITI PAINT
CO., INC., a Florida corporation (hereinafter "INFINITI"), with offices at 4100
North Powerline Road, Suite G-2, Pompano Beach, Florida 33073 and ARLENE N.
STORFER (hereinafter "STORFER"), an employee of TROPICAL ASPHALT PRODUCTS
CORPORATION (hereinafter "TROPICAL"), a Florida corporation, with an office
located at 1904 South 31st Avenue, . . .
350568
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Urecoats
As referenced in this Non-Competition Agreement:
Urecoats Industries Inc – Avenue, Hallandale, Florida 33009.
W I T N E S S E T H :
WHEREAS, at the time of execution of this Agreement, INFINITI is a wholly-
owned subsidiary of Urecoats Industries Inc .;
WHEREAS, INFINITI is engaged in the business of selling, marketing, and
distributing adhesives, sealants, coatings, paints, and foam products, directly
to contractors (hereinafter "INFINITI'S BUSINESS"); and
WHEREAS, simultaneously
_____________
dt 1547469
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Subscribers | 2001 |
Non-Competition Agreement
Non-Competition Agreement (12K)
Doc #350569: Click preview link for longer preview.
NON-COMPETITION AGREEMENT
THIS NON-COMPETITION AGREEMENT (hereinafter "Agreement") made as of
September 4, 2001, effective September 1, 2001, by and between INFINITI PAINT
CO., INC., a Florida corporation (hereinafter "INFINITI"), with offices at 4100
North Powerline Road, Suite G-2, Pompano Beach, Florida 33073 and GEORGE
BUCKHOLD (hereinafter "BUCKHOLD"), an employee of TROPICAL ASPHALT PRODUCTS
CORPORATION (hereinafter "TROPICAL"), a Florida corporation, with an office
located at 1904 South 31st Avenue, . . .
350569
|
Urecoats
As referenced in this Non-Competition Agreement:
Urecoats Industries Inc – Avenue, Hallandale, Florida 33009.
W I T N E S S E T H :
WHEREAS, at the time of execution of this Agreement, INFINITI is a wholly-
owned subsidiary of Urecoats Industries Inc .;
WHEREAS, INFINITI is engaged in the business of selling, marketing, and
distributing adhesives, sealants, coatings, paints, and foam products, directly
to contractors (hereinafter "INFINITI'S BUSINESS"); and
WHEREAS, simultaneously
_____________
dt 1547470
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Subscribers | 2001 |
Escrow Agreement
Escrow Agreement (6K)
Doc #350570: Click preview link for longer preview.
ESCROW AGREEMENT
THIS ESCROW AGREEMENT is entered into this 4th day of September 2001, by
and between URECOATS INDUSTRIES INC., a Delaware corporation ("Buyer") and
RICHARD ZEGELBONE, DAVID S. ZILUCK, JON PALMISCIANO, ARLENE STORFER and GEORGE
BUCKHOLD (Collectively, "Sellers") and SADER & LeMAIRE, P.A. ("Escrowee").
WHEREAS, Buyer and Sellers have entered into a Stock Purchase Agreement,
effective as of September 1, 2001;
WHEREAS, Section 2 of the Agreement provides for escrowing a portion of the
purchase price and for the disbursement of proceeds from escrow upon the
occurrence of certain events described therein and for the execution of an
escrow agreement;
WHEREAS, the parties are entering into this Escrow Agreement as required by
the Stock Purchase Agreement;
NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEPOSIT.
(a) Escrow. Simultaneous with the execution and delivery of this
Agreement, Escrowee shall have received in escrow from Buyer the sum of Forty-
five Thousand Dollars ($45,000), which sum, together with interest earned
thereon, is referred to herein as the "Funds".
(b) Investment. Escrowee shall invest the Funds in an interest bearing
account with an FDIC-insured bank, as selected or approved in writing by
Escrowee.
2. FUND DISBURSEMENTS. The Funds shall be distributed by Escrowee in
accordance with written instructions signed by Buyer and Sellers.
3. LIMITATION OF OBLIGATION AND RIGHTS. Escrowee shall not be required to
examine, or make inquiry into the purpose and application of any disbursement
from the Escrow.
4. TERMINATION. The Escrow shall terminate upon disbursement, pursuant to
Paragraph 2 of this Agreement, of the entire balance of the Funds.
5. NOTICES. Notices hereunder shall be deemed properly delivered when and if
either (i) personally delivered; or (ii) one (1) business day after deposit with
Federal Express or commercial overnight courier, or (iii) by facsimile to Buyer
or Sellers at the address of each contained in the Stock Purchase Agreement with
a copy to Brian W. Brood, Esq., at his address also contained therein.
350570
|
Urecoats
As referenced in this Escrow Agreement:
URECOATS INDUSTRIES INC – SEQUENCE}11
{FILENAME}escrowagt107.txt
{DESCRIPTION}ESCROW AGREEMENT
{TEXT}
EXHIBIT NO. 10.7
----------------
ESCROW AGREEMENT
THIS ESCROW AGREEMENT is entered into this 4th day of September 2001, by
and between URECOATS INDUSTRIES INC ., a Delaware corporation ("Buyer") and
RICHARD ZEGELBONE, DAVID S. ZILUCK, JON PALMISCIANO, ARLENE STORFER and GEORGE
BUCKHOLD (Collectively, "Sellers") and SADER & LeMAIRE, P.A. ("Escrowee").
WHEREAS, Buyer and Sellers
_____________
Urecoats Industries Inc – such dispute notwithstanding
Sader & LeMaire, P.A.'s role as Escrowee hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the date first written above.
BUYER: Urecoats Industries Inc .
By: /s/ Timothy M. Kardok
------------------------
Name: Timothy M. Kardok
Title: President
SELLERS: /s/ Richard Zegelbone
------------------------
Richard Zegelbone
/s/ David S. Ziluck
------------------------
David S. Ziluck
/s/ Jon Palmisciano
------------------------
Jon Palmisciano
/
_____________
dt 1547471
;
Richard Zegelbone;
David S. Ziluck;
| Jon Palmisciano;
Arlene Storfer;
George Buckhold
|
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Subscribers | 2004 |
Fairness Opinion
Fairness Opinion (9K)
Doc #370930: Click preview link for longer preview.
FAIRNESS OPINION OF CHAFFE & ASSOCIATES, INC.
October 5, 2004
Mr. William A. Hines
Managing Member
Midland Fabricators and Process Systems, L. L. C.
3636 North Causeway Blvd.
Suite 300
Metairie, LA 70002
Dear Mr. Hines:
We understand that Midland Fabricators and Process Systems, L. L. C. ("Midland")
intends to convert $2,698,500 of a convertible debenture of UNIFAB
International, Inc. ("UNIFAB") into 771,000 shares of UNIFAB common stock, after
which Midland will own more than 90% of UNIFAB's issued and outstanding shares. . . .
370930
|
UNIFAB Int'l
As referenced in this Fairness Opinion:
UNIFAB
International, Inc – 300
Metairie, LA 70002
Dear Mr. Hines:
We understand that Midland Fabricators and Process Systems, L. L. C. ("Midland")
intends to convert $2,698,500 of a convertible debenture of UNIFAB
International, Inc . ("UNIFAB") into 771,000 shares of UNIFAB common stock, after
which Midland will own more than 90% of UNIFAB's issued and outstanding shares.
Midland and Mr. William A.
_____________
UNIFAB
International, Inc – along with a limited appraisal of certain equipment as
prepared by the same company dated October 4, 2004; (viii) reviewed an
independent appraisal of the owned and leased facilities of UNIFAB
International, Inc ./Universal Fabricators, Inc. at the Port of Iberia as
prepared by Argote, Derbes, Graham, Shuffield & Tatje, Inc. dated October 22,
2001; (ix) reviewed an independent appraisal of leased facilities
_____________
dt 1633494
| |
| Subscribers | 2004 |
Power of Attorney
Power of Attorney (4K)
Doc #370931: This document is immediately available for purchase, but does not have a preview available for viewing.
370931
| | |
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Subscribers | 2004 |
Code of Ethics
Code of Ethics (10K)
Doc #370938: Click preview link for longer preview.
UNIFAB INTERNATIONAL, INC.
CODE OF ETHICS
FOR PRINCIPAL/CHIEF EXECUTIVE OFFICER AND
SENIOR FINANCIAL EXECUTIVES
1. PURPOSE OF CODE OF ETHICS
The purpose of this Code of Ethics is to promote the honest and ethical
conduct of our Principal/Chief Executive Officer and Senior Financial Executives
(described below), including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships; to
promote full, fair, accurate, . . .
370938
|
UNIFAB Int'l
As referenced in this Code of Ethics:
UNIFAB INTERNATIONAL, INC – {DOCUMENT}
{TYPE}EX-14
{SEQUENCE}2
{FILENAME}h14787aexv14.txt
{DESCRIPTION}CODE OF ETHICS
{TEXT}
{PAGE}
EXHIBIT 14
UNIFAB INTERNATIONAL, INC .
CODE OF ETHICS
FOR PRINCIPAL/CHIEF EXECUTIVE OFFICER AND
SENIOR FINANCIAL EXECUTIVES
1. PURPOSE OF CODE OF ETHICS
The purpose of this Code of Ethics is to promote the
_____________
UNIFAB International, Inc – handling of actual or apparent
conflicts of interest between personal and professional relationships; to
promote full, fair, accurate, timely and understandable disclosure in periodic
reports required to be filed by UNIFAB International, Inc . (the "Company"); and
to promote compliance with all applicable rules and regulations that apply to
the Company and its officers.
2. INTRODUCTION
This Code of Ethics is applicable to
_____________
dt 1549737
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Subscribers | 2000 |
Opinion Letter
Opinion Letter (3K)
Doc #370992: Click preview link for longer preview.
JONES WALKER
WAECHTER POITEVENT
CARRERE & DENEGRE, LLP
October 26, 2000
UNIFAB International, Inc.
5007 Port Road
New Iberia, Louisiana 70562
Gentlemen:
We have acted as counsel for UNIFAB International, Inc., a Louisiana
370992
|
UNIFAB Int'l
As referenced in this Opinion Letter:
UNIFAB International, Inc – {DOCUMENT}
{TYPE}EX-5
{SEQUENCE}2
{FILENAME}0002.txt
{TEXT}
EXHIBIT 5
JONES WALKER
WAECHTER POITEVENT
CARRERE & DENEGRE, LLP
October 26, 2000
UNIFAB International, Inc .
5007 Port Road
New Iberia, Louisiana 70562
Gentlemen:
We have acted as counsel for UNIFAB International, Inc., a Louisiana
corporation (the "Company"), in connection with the preparation of a
_____________
UNIFAB International, Inc – TEXT}
EXHIBIT 5
JONES WALKER
WAECHTER POITEVENT
CARRERE & DENEGRE, LLP
October 26, 2000
UNIFAB International, Inc.
5007 Port Road
New Iberia, Louisiana 70562
Gentlemen:
We have acted as counsel for UNIFAB International, Inc ., a Louisiana
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") to be
filed by the Company with the
_____________
dt 1549745
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Subscribers | 2004 |
Opinion Letter
Opinion Letter (5K)
Doc #372580: Click preview link for longer preview.
Gallop, Johnson & Neuman, L.C.
101 South Hanley, Suite 1600
Saint Louis, MO 63105
(314) 615-6000
December 23, 2004
Maverick Tube Corporation
16401 Swingley Ridge Road, Suite 700
Chesterfield, Missouri 63017
Ladies and Gentlemen:
We have acted as counsel to Maverick Tube Corporation (the
"Company") in connection with the Registration Statement on Form S-4, as amended
(the "Registration Statement"), filed today with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, in connection with the
registration by the Company of: (i) $120,000,000 aggregate principal amount of
the Company's 2004 4.00% Convertible Senior Subordinated Notes due 2033 (the
"New Notes"), and (ii) an indeterminate number of shares (the "Shares") of
common stock of the Company, $0.01 par value per share, determined and subject
to adjustment as provided in the Indenture (as hereinafter defined), into which
the New Notes may be converted. The New Notes are to be issued in exchange for a
like principal amount of the Company's outstanding 4.00% Convertible Senior
Subordinated Notes due 2033 (the "Old Notes") and an exchange fee ("Exchange
Fee") as described in the prospectus (the "Prospectus") forming a part of the
Registration Statement. The New Notes are to be issued pursuant to an indenture,
to be dated as of the date of the initial issuance of the New Notes, between the
Company and The Bank of New York, as trustee (the "Indenture").
In connection with the foregoing, we have examined the Registration
Statement, the Prospectus, the Indenture and the form of New Notes attached as
an exhibit to the Indenture. We have also examined originals or copies,
certified or otherwise identified to my satisfaction, of such corporate records,
372580
| |
BNY
As referenced in this Opinion Letter:
Bank of New York, – New Notes are to be issued pursuant to an indenture,
to be dated as of the date of the initial issuance of the New Notes, between the
Company and The Bank of New York, as trustee (the "Indenture").
In connection with the foregoing, we have examined the Registration
Statement, the Prospectus, the Indenture and the form of New Notes attached as
an exhibit
_____________
dt 1583322
|
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Subscribers | 2004 |
Opinion Letter
Opinion Letter (5K)
Doc #372584: Click preview link for longer preview.
Gallop, Johnson & Neuman, L.C.
101 South Hanley, Suite 1600
Saint Louis, MO 63105
(314) 615-6000
December 20, 2004
Maverick Tube Corporation
16401 Swingley Ridge Road, Suite 700
Chesterfield, Missouri 63017
Ladies and Gentlemen:
We have acted as counsel to Maverick Tube Corporation (the
"Company") in connection with the Registration Statement on Form S-4, as amended
(the "Registration Statement"), filed today with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, in connection with the
registration by the Company of: (i) $120,000,000 aggregate principal amount of
the Company's 2004 4.00% Convertible Senior Subordinated Notes due 2033 (the
"New Notes"), and (ii) an indeterminate number of shares (the "Shares") of
common stock of the Company, $0.01 par value per share, determined and subject
to adjustment as provided in the Indenture (as hereinafter defined), into which
the New Notes may be converted. The New Notes are to be issued in exchange for a
like principal amount of the Company's outstanding 4.00% Convertible Senior
Subordinated Notes due 2033 (the "Old Notes") and an exchange fee ("Exchange
Fee") as described in the prospectus (the "Prospectus") forming a part of the
Registration Statement. The New Notes are to be issued pursuant to an indenture,
to be dated as of the date of the initial issuance of the New Notes, between the
Company and The Bank of New York, as trustee (the "Indenture").
In connection with the foregoing, we have examined the Registration
Statement, the Prospectus, the Indenture and the form of New Notes attached as
an exhibit to the Indenture. We have also examined originals or copies,
certified or otherwise identified to my satisfaction, of such corporate records,
372584
| |
BNY
As referenced in this Opinion Letter:
Bank of New York, – New Notes are to be issued pursuant to an indenture,
to be dated as of the date of the initial issuance of the New Notes, between the
Company and The Bank of New York, as trustee (the "Indenture").
In connection with the foregoing, we have examined the Registration
Statement, the Prospectus, the Indenture and the form of New Notes attached as
an exhibit
_____________
dt 1583323
|
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Subscribers | 2004 |
Opinion Letter
Opinion Letter (4K)
Doc #372585: Click preview link for longer preview.
December 20, 2004
Maverick Tube Corporation
16401 Swingley Ridge Road, Seventh Floor
Chesterfield, Missouri 63017
Ladies and Gentlemen:
We have acted as counsel to Maverick Tube Corporation (the "Company")
372585
| |
BNY
As referenced in this Opinion Letter:
Bank of New York, – New Notes are to be issued pursuant to
an indenture, to be dated as of the date of the initial issuance of the New
Notes, between the Company and The Bank of New York, as trustee (the
"Indenture").
We have reviewed the Registration Statement and the Prospectus, as well
as the Indenture issued and the form of the New Notes attached as an
_____________
dt 1583324
|
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Subscribers | 2004 | |