Exhibit 10.27
MAVERICK TUBE CORPORATION
SECOND AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT
▇▇▇▇▇▇ Trust and Savings Bank
Chicago, Illinois
U.S. Bank National Association
St. Louis, Missouri
Bank of America, N.A.
St. Louis, Missouri
Ladies and Gentlemen:
Reference is hereby made to that certain Amended and Restated Secured
Credit Agreement dated as of December 28, 2000, as amended (the "Credit
Agreement"), among the undersigned, Maverick Tube Corporation, a Delaware
corporation (the "Borrower"), you (the "Banks") and ▇▇▇▇▇▇ Trust and Savings
Bank, as agent for the Banks (the "Agent"). All defined terms used herein shall
have the same meaning as in the Credit Agreement unless otherwise defined
herein.
The Borrower, the Agent and the Banks wish to amend the definition of the
term "Borrowing Base" contained in the Credit Agreement, amend the applicable
margins and modify certain other terms and conditions of the Credit Agreement,
all on the terms and conditions set forth in this Amendment.
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.
Upon satisfaction of all of the conditions precedent set forth in Section 2
hereof, the Credit Agreement is amended as follows:
1.1. The Summary Pricing Matrix appearing in Section 1.3(d) of the Credit
Agreement is amended to read as follows:
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SUMMARY PRICING MATRIX
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Level I Level II Level III Level IV Level V
------- -------- --------- -------- -------
Adjusted Adjusted Adjusted
Adjusted Total Total Total Adjusted
Total Funded Funded Funded Total
Funded Debt Debt Debt Funded
Debt Ratio Ratio Ratio Debt
Ratio >1.00x >2.00x >2.50x Ratio
<1.00x and <2.00x and <2.50x and <3.00x 3.00x
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Domestic Rate Margin 0.75% 0.75% 0.75% 0.75% 0.75%
Eurodollar Margin 1.50% 1.75% 2.00% 2.25% 2.50%
Commitment Fee 0.20% 0.25% 0.25% 0.375% 0.375%
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1.2. Subsections (c) and (d) of the definition of "Borrowing Base"
appearing in Section 4.1 of the Credit Agreement is hereby amended to read as
follows:
"(c) the amount equal to the Gross Inventory Amount minus the Net
Inventory Amount, provided that in no event shall such amount exceed (i)
$10,000,000 from the date hereof up to and including June 30, 2001, (ii)
$5,000,000 from July 1, 2001 up to and including September 30, 2001 and
from March 31, 2002 up to and including June 30, 2002, and (iii) $0 at all
other times, plus
(d) 50% of the net book value of Eligible Equipment, provided that in
no event shall such amount exceed (i) $25,000,000 from the date hereof up
to and including June 30, 2002, (ii) $20,000,000 from July 1, 2002 up to
and including December 31, 2002 and (iii) $15,000,000 at all times
thereafter."
SECTION 2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
2.1. The Borrower, the Agent and the Required Banks shall have executed
this Amendment (such execution may be in several counterparts and the several
parties hereto may execute on separate counterparts).
2.2. The Agent shall have received copies (executed or certified as may be
appropriate) of all legal documents or proceedings taken in connection with the
execution and delivery of this Amendment and the other instruments and documents
contemplated hereby.
2.3. A Guarantor's Consent for the benefit of the Banks shall have been
executed and delivered by each Guarantor to the Agent, a form of which is
attached hereto.
2.4. The Borrower shall have paid to the Agent the fees payable by the
Borrower pursuant to the letter agreement of even date herewith between the
Borrower and the Agent, including without limitation a non-refundable fee for
the ratable account of the Banks in the amount of $80,000.
2.5. The Borrower shall be in full compliance with all of the terms and
conditions of the Loan Documents and no Event of Default or Potential Default
shall have occurred and be continuing thereunder or shall result after giving
effect to this Amendment.
2.6. Legal matters incident to the execution and delivery of this Amendment
shall be satisfactory to each of the Banks and their legal counsel.
SECTION 3. REPRESENTATIONS AND WARRANTIES.
The Borrower, by its execution of this Amendment, hereby certifies and
warrants the following:
(a) each of the representations and warranties set forth in Section 5
of the Credit Agreement is true and correct as of the date hereof as if
made on the date hereof, except that the representations and warranties
made under Section 5.2 shall be deemed to refer to the most recent annual
report furnished to the Banks by the Borrower; and
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(b) the Borrower is in full compliance with all of the terms and
conditions of the Credit Agreement and no Event of Default or Potential
Default has occurred and is continuing thereunder.
SECTION 4. MISCELLANEOUS.
4.1. The Borrower has heretofore executed and delivered to the Agent the
Security Agreement and the Borrower hereby agrees that notwithstanding the
execution and delivery hereof, such Security Agreement shall be and remain in
full force and effect and that any rights and remedies of the Agent thereunder,
obligations of the Borrower thereunder and any liens or security interests
created or provided for thereunder shall be and remain in full force and effect,
shall not be affected, impaired or discharged thereby and shall secure all of
its indebtedness, obligations and liabilities to the Agent and the Banks under
the Credit Agreement as amended hereby. Nothing herein contained shall in any
manner affect or impair the priority of the liens and security interests created
and provided for by the Security Agreement as to the indebtedness which would be
secured thereby prior to giving effect hereto.
4.2. Reference to this specific Amendment need not be made in any note,
document, letter, certificate, any security agreement, or any communication
issued or made pursuant to or with respect to the Credit Agreement, any
reference to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.
4.3. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterparts, all of which taken together
shall constitute one and the same agreement. Any of the parties hereby may
execute this agreement by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This agreement
shall be governed by the internal laws of the State of Illinois.
4.4. The Borrower agrees to pay all reasonable costs and expenses,
including without limitation attorneys fees, incurred by the Agent and each of
the Banks in connection with the preparation, negotiation, execution and
delivery of this Amendment and the other documents contemplated hereby.
[Signature Pages Follow]
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Upon acceptance hereof by the Agent and the Banks in the manner hereinafter set
forth, this Amendment shall be a contract between us for the purposes
hereinabove set forth.
Dated and effective as of January 30, 2002.
MAVERICK TUBE CORPORATION
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Its President
Accepted and agreed to as of the day and year last above written.
▇▇▇▇▇▇ TRUST AND SAVINGS BANK,
individually and as Agent
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its Vice President
U.S. BANK NATIONAL ASSOCIATION
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Its Vice President
BANK OF AMERICA, N.A.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its Vice President
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Guarantor's Consent
The undersigned, MAVERICK INVESTMENT CORPORATION and MAVERICK TUBE, L.P.
have heretofore executed and delivered to the Banks a Guaranty Agreement dated
December 28, 2000 (the "Guaranty"), pursuant to which the undersigned have
jointly and severally guaranteed all of the indebtedness, obligations and
liabilities of Maverick Tube Corporation owing to the Agent and the Banks. The
undersigned hereby agree that Maverick Tube Corporation and the Banks may enter
into the foregoing Amendment and the transactions contemplated thereby, and that
the foregoing Amendment shall not in any way affect or impair or modify the
terms or provisions of, or the obligations of the undersigned under, the
Guaranty. The undersigned further agree that their consent to any further
amendments to the Loan Documents, or to the foregoing Amendment or any other
documents which the Banks and Maverick Tube Corporation may enter into from time
to time hereafter, shall not be required as a result of this consent having been
obtained.
MAVERICK INVESTMENT CORPORATION
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Its President
MAVERICK TUBE, L.P.
By: Maverick Tube Corporation
Its: General Partner
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Its President
