SEVENTH AGREEMENT TO SECURED CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank
Chicago, Illinois
Mercantile Bank of St. Louis
National Association
St. Louis, Missouri
Gentlemen:
The undersigned, Maverick Tube Corporation, a Delaware corporation (the
"Borrower") refers to the Secured Credit Agreement dated as of May 15, 1992, as
amended (the "Agreement") and currently in effect between the Company and you
(the "Banks") and Xxxxxx Trust and Savings Bank, as agent for the Banks (the
"Agent"). All capitalized terms used herein without definition shall have the
same meanings as they have in the Agreement.
The Borrower hereby applies to the Agent and the Banks for certain
modifications to the Agreement and the Borrower's borrowing arrangements with
the Agent and the Banks.
1. AMENDMENT.
Upon your acceptance hereof in the space provided for that purpose
below, the Agreement shall be and hereby is amended as follows:
(a) Section 7.12 of the Agreement shall be amended in its entirety and
as so amended shall read as follows:
"Section 7.12 Capitalized Expenditures. The Borrower will not, and will
not permit any Subsidiary to, expend or become obligated for capital
expenditures (as defined and classified in accordance with generally accepted
accounting principles consistently applied but in any event including the
liability of the Borrower and its Subsidiaries in respect of Capitalized Leases)
in excess of $9,500,000 during fiscal year 1997 and in excess of $4,250,000 in
each fiscal year thereafter."
2. CONDITIONS PRECEDENT.
The effectiveness of this Seventh Amendment is subject to the
satisfaction of all the following conditions precedent:
(a) The Borrower and the Banks shall have executed this Seventh
Amendment.
(b) The Banks 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 hereof and the other instruments and documents
contemplated hereby.
(c) All legal matters incident to the execution and delivery hereof and
of the instruments and documents contemplated hereby shall be satisfactory to
the Banks and their counsel.
3. REPRESENTATIONS
In order to induce the Banks to execute and deliver this Seventh
Amendment, the Borrower hereby represents to the Banks that as of the date
hereof and as of the time that this Seventh Amendment become effective, each of
the representations and warranties set forth in Section 5 of the Agreement are
and shall be and remain true and correct (except that the representations
contained in Section 5 shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Banks) and the Borrower is in full
compliance with all of the terms and conditions of the Agreement and no Default
as defined in the Agreement as amended hereby nor any Event of Default as so
defined, shall have occurred and be continuing or shall arise after giving
effect to this Seventh Amendment.
4. MISCELLANEOUS
(a) Collateral Security Unimpaired. The Borrower hereby agrees that
notwithstanding the execution and delivery hereof, the Security Documents shall
be and remain in full force and effect and that any rights and remedies of the
Banks 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 and shall not be affected, impaired or discharged hereby.
Nothing herein contained shall in any manner affect or impair the priority of
the liens and security interest created and provided for by Security Documents
as to the indebtedness which would be secured thereby prior to giving effect
hereto.
(b) Effect of Amendment. Except as specifically amended and modified
hereby, the Agreement shall stand and remain unchanged and in full force and
effect in accordance with its original terms. Reference to this specific
Amendment need not be made in any note, instrument or other document making
reference to the Agreement, any reference to the Agreement in any of such to be
deemed to be a reference to the Agreement as amended hereby.
(c) Costs and Expenses. The Borrower agrees to pay on demand all
out-of-pocket costs and expenses incurred by the Banks in connection with the
negotiation, preparation, execution and delivery of this Seventh Amendment and
the documents and transactions contemplated hereby, including the fees and
expenses of counsel to the Banks with respect to the foregoing.
(d) Counterparts; Governing Law. This Seventh Amendment may be executed
in any number of counterparts and by different parties hereto on separate
counterparts, each of which when executed shall be an original but all of which
to constitute one and the same agreement. This Amendment shall be governed by
the internal laws of the State of Illinois.
Dated as of April 27, 1997
MAVERICK TUBE CORPORATION
By: /s/ Xxxxxxx Xxxxxxxxxx
Its: Chief Financial Officer
Accepted and agreed to at Chicago, Illinois as of the date and year
last above written.
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxxx Xxxxx
Its Vice President
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxx
Its Vice President
