Second Amendment to Credit Agreement, dated as of July 16, 2018, by and among IPSCO Tubulars Inc., TMK IPSCO International, L.L.C., IPSCO Koppel Tubulars, L.L.C., IPSCO Tubulars (KY), L.L.C. and Ultra Premium Services, L.L.C. as Borrowers, the other loan parties thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent

EX-10.23 2 d464255dex1023.htm EX-10.23 EX-10.23

Exhibit 10.23

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is dated as of July 16, 2018, by and among (i) IPSCO TUBULARS INC., a Delaware corporation (“IPSCO”), (ii) TMK IPSCO INTERNATIONAL, L.L.C., a Delaware limited liability company (“TMK IPSCO”), (iii) IPSCO KOPPEL TUBULARS, L.L.C., a Delaware limited liability company (“IPSCO Koppel”), (iv) IPSCO TUBULARS (KY), L.L.C., a Delaware limited liability company (“IPSCO Kentucky”), (v) ULTRA PREMIUM SERVICES, L.L.C., a Delaware limited liability company (“ULTRA”; and together with IPSCO, TMK IPSCO, IPSCO Koppel, and IPSCO Kentucky, each, individually, a “Borrower”, and collectively, the “Borrowers”), (vi) TMK NSG, L.L.C., a Delaware limited liability company (“TMK NSG”; and together with the Borrowers, each, a “Loan Party,” and collectively, the “Loan Parties”), the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

WITNESSETH:

WHEREAS, IPSCO, TMK IPSCO, IPSCO Koppel, TMK NSG, IPSCO Tubulars (KY) Inc., a Kentucky corporation (“Old IPSCO Kentucky”), Ultra Premium Oilfield Services, Ltd., a Kentucky limited partnership (“Old Ultra”), UPOS GP, L.L.C., a Kentucky limited liability company (“UPOS GP”), UPOS, L.L.C., a Kentucky limited liability company (“UPOS”), Administrative Agent, and the Lenders entered into that certain Credit Agreement, dated as of December 7, 2017, as amended by that certain First Amendment to Credit Agreement, dated as of March 7, 2018 (as amended, the “Credit Agreement”);

WHEREAS, pursuant to (i) that certain Agreement and Plan of Merger, dated as of March 7, 2018, by and between IPSCO Kentucky and Old IPSCO Kentucky, (ii) those certain Articles of Merger Merging IPSCO (KY) Inc. with and into IPSCO Tubulars (KY), L.L.C., dated as of March 7, 2018, and filed with the Kentucky Secretary of State on March 7, 2018, and (iii) that certain Certificate of Merger Merging IPSCO Tubulars (KY) Inc. with and into IPSCO Tubulars (KY), L.L.C., dated as of March 7, 2018, and filed with the Delaware Secretary of State on March 7, 2018, Old IPSCO Kentucky merged with and into IPSCO Kentucky, with IPSCO Kentucky being the surviving entity (the “IPSCO (KY) Merger”);

WHEREAS, pursuant to (i) that certain Agreement and Plan of Merger, dated as of March 7, 2018, by and between ULTRA and Old Ultra, (ii) those certain Articles of Merger Merging IPSCO (KY) Inc. with and into ULTRA Premium Services, L.L.C., dated as of March 7, 2018, and filed with the Kentucky Secretary of State on March 7, 2018, and (iii) that certain Certificate of Merger Merging Ultra Premium Oilfield Services, Ltd. with and into ULTRA Premium Services, L.L.C., dated as of March 7, 2018 and filed with Delaware Secretary of State on March 7, 2018, Old Ultra merged with and into ULTRA, with ULTRA being the surviving entity (the “ULTRA Merger”);

 

SECOND AMENDMENT TO CREDIT AGREEMENT – PAGE 1


WHEREAS, pursuant to each of those certain Articles of Dissolution, each dated as of March 9, 2018, and filed with the Kentucky Secretary of State on March 12, 2018, each of UPOS GP and UPOS was dissolved (the “Dissolutions”);

WHEREAS, as of the Second Amendment Effective Date, each of the (i) IPSCO Kentucky Reorganization Conditions, (ii) Ultra Reorganization Conditions, and (iii) Dissolution Conditions has been satisfied, and each of the IPSCO (KY) Merger, the ULTRA Merger, and the Dissolutions has been consummated;

WHEREAS, in connection with the IPSCO (KY) Merger, the ULTRA Merger, and the Dissolutions, the Loan Parties have requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement, in each case, subject to the terms and conditions set forth herein; and

WHEREAS, each of the Lenders and Administrative Agent is willing to amend certain provisions of the Credit Agreement, subject to the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, all capitalized terms used herein have the meanings assigned to such terms in the Credit Agreement, as amended hereby.

SECTION 2. Amendments. As of the Second Amendment Effective Date, the Schedules to the Credit Agreement are hereby deleted in their entirety and replaced with the Revised Schedules in the form attached hereto.

SECTION 3. Representations, Warranties and Covenants of Each Loan Party. Each of the Loan Parties represents and warrants to the Lenders and Administrative Agent and agrees that:

(a) the representations and warranties contained in the Credit Agreement and the other outstanding Loan Documents are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date and (ii) for such changes as are a result of any act or omission specifically permitted under the Credit Agreement (or under any Loan Document), or as otherwise specifically permitted by the Administrative Agent and the Lenders;

(b) on the Second Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing;

(c) the execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of, and duly executed and delivered by each of the Loan Parties, and this Amendment is a legal, valid and binding obligation of each of the Loan

 

SECOND AMENDMENT TO CREDIT AGREEMENT – PAGE 2


Parties, enforceable against such Persons in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and

(d) the execution, delivery and performance of this Amendment do not conflict with or result in a breach by any of the Loan Parties of any term of any material contract, Credit Agreement, indenture or other agreement or instrument to which such Person is a party or is subject.

SECTION 4. Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective (the “Second Amendment Effective Date”) upon satisfaction of each of the following conditions:

(a) Each of the Loan Parties, the Lenders, and Administrative Agent shall have executed and delivered to the Administrative Agent this Amendment and such other documents as the Administrative Agent may reasonably request; and

(b) All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Administrative Agent.

SECTION 5. Execution in Counterparts. This Amendment may be executed in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

SECTION 6. Costs and Expenses. Each of the Loan Parties hereby affirms its obligation under the Credit Agreement to reimburse the Administrative Agent for all reasonable, out of pocket expenses paid or incurred by the Administrative Agent and the Lenders in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the attorneys’ fees and expenses of attorneys for the Administrative Agent with respect thereto.

SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUCTED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF.

SECTION 8. Effect of Amendment; Reaffirmation of Loan Documents. (a) The parties hereto agree and acknowledge that (i) nothing contained in this Amendment in any manner or respect limits or terminates any of the provisions of the Credit Agreement or the other outstanding Loan Documents other than as expressly set forth herein and (ii) the Credit Agreement (as amended hereby) and each of the other outstanding Loan Documents remain and continue in full force and effect and are hereby ratified and reaffirmed in all respects. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

 

SECOND AMENDMENT TO CREDIT AGREEMENT – PAGE 3


(b) Execution of this Amendment by the Lenders and Administrative Agent (i) shall not constitute a waiver of any Default or Event of Default that may currently exist or hereafter arise under the Credit Agreement, (ii) shall not impair, restrict or limit any right or remedy of the Lenders or Administrative Agent with respect to any Default or Event of Default that may now exist or hereafter arise under the Credit Agreement or any of the other Loan Documents, and (iii) shall not constitute any course of dealing or other basis for altering any obligation of any of the Loan Parties or any right, privilege or remedy of the Lenders and Administrative Agent under the Credit Agreement or any of the other Loan Documents.

SECTION 9. Headings. Section headings in this Amendment are included herein for convenience of any reference only and shall not constitute a part of this Amendment for any other purposes.

SECTION 10. Release. EACH OF THE LOAN PARTIES HEREBY ACKNOWLEDGES THAT AS OF THE DATE HEREOF IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF SUCH LOAN PARTY’S LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDERS, ADMINISTRATIVE AGENT, OR THEIR RESPECTIVE AFFILIATES, PARTICIPANTS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, ADMINISTRATIVE AGENTS, EMPLOYEES OR ATTORNEYS. EACH OF THE LOAN PARTIES HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDERS, ADMINISTRATIVE AGENT, THEIR RESPECTIVE AFFILIATES AND PARTICIPANTS, AND THEIR PREDECESSORS, ADMINISTRATIVE AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH LOAN PARTY MAY NOW OR HEREAFTER HAVE AGAINST LENDERS, ADMINISTRATIVE AGENT, OR THEIR RESPECTIVE PREDECESSORS, ADMINISTRATIVE AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM THE OBLIGATIONS, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT. EACH OF THE LOAN PARTIES HEREBY COVENANTS AND AGREES NEVER TO INSTITUTE ANY ACTION OR SUIT AT LAW OR IN EQUITY, NOR INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION OF ANY CLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF ANY NATURE AGAINST LENDERS, ADMINISTRATIVE AGENT, THEIR RESPECTIVE

 

SECOND AMENDMENT TO CREDIT AGREEMENT – PAGE 4


AFFILIATES AND PARTICIPANTS, OR THEIR RESPECTIVE SUCCESSORS, ADMINISTRATIVE AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, EMPLOYEES, AND PERSONAL AND LEGAL REPRESENTATIVES ARISING ON OR BEFORE THE DATE HEREOF OUT OF OR RELATED TO LENDERS’ OR ADMINISTRATIVE AGENT’S ACTIONS, OMISSIONS, STATEMENTS, REQUESTS OR DEMANDS IN ADMINISTERING, ENFORCING, MONITORING, COLLECTING OR ATTEMPTING TO COLLECT THE OBLIGATIONS OF THE LOAN PARTIES TO LENDERS AND ADMINISTRATIVE AGENT, WHICH OBLIGATIONS ARE EVIDENCED BY THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.

[Remainder of page intentionally left blank with signature pages immediately to follow]

 

SECOND AMENDMENT TO CREDIT AGREEMENT – PAGE 5


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.

 

BORROWERS:
IPSCO TUBULARS INC., a Delaware corporation
By  

/s/ Evgeny Makarov

  Name: Evgeny Makarov
  Title: Vice President & Chief Financial Officer
TMK IPSCO INTERNATIONAL, L.L.C., a Delaware limited liability company
By  

/s/ Evgeny Makarov

  Name: Evgeny Makarov
  Title: Vice President, Treasurer & Chief Financial Officer
IPSCO KOPPEL TUBULARS, L.L.C., a Delaware limited liability company
By  

/s/ Evgeny Makarov

  Name: Evgeny Makarov
  Title: Vice President, Treasurer & Chief Financial Officer
IPSCO TUBULARS (KY), L.L.C., a Delaware limited liability company
By:   TMK NSG, L.L.C., a Delaware limited
  liability company, its sole member
By  

/s/ Evgeny Makarov

  Name: Evgeny Makarov
  Title: Vice President, Treasurer & Chief Financial Officer

[continued on next page]

SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT


ULTRA PREMIUM SERVICES, L.L.C., a Delaware limited liability company
By:   TMK NSG, L.L.C., a Delaware limited
  liability company, its sole member
By  

/s/ Evgeny Makarov

  Name: Evgeny Makarov
  Title: Vice President, Treasurer & Chief Financial Officer
OTHER LOAN PARTIES:
TMK NSG, L.L.C., a Delaware limited liability company
By  

/s/ Evgeny Makarov

  Name: Evgeny Makarov
  Title: Vice President, Treasurer & Chief Financial Officer

SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT


ADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Issuing Bank, Swingline Lender, and as a Lender
By  

/s/ Christy L. West

  Name: Christy L. West
  Title: Authorized Officer

[continued on next page]

SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT


LENDERS:
BANK OF AMERICA, N.A., as a Lender
By  

/s/ Tanner Pump

  Name: Tanner Pump
  Title: Senior Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT


Revised Schedule 3.05

Properties

A. Owned Real Property1

 

2600 Texas Highway 992

Baytown, TX 77520

 

10120 Houston Oaks Drive

Houston, TX 77064

 

1913 and 2011 7th Avenue,

Camanche, IA 52730

 

1201 R Street,

Geneva, NE 68361

 

6403 Sixth Avenue,

Koppel, PA 16136

 

7501 Groening Street,

Odessa, TX 79765

 

8410 Miller Rd. No. 3,

Houston, TX 77049

 

23rd Street and Duss Ave.,

Ambridge, PA 15003

 

100 Steel Plant Road,

Wilder, KY 41071

 

910 Lowell Street (Newport Land),

Newport, KY 41071

(parcels 3-14, 21 and 45)

 

B. Leased Real Property

 

10203 Sam Houston Park Drive, Suite 220,

Houston, TX 77064

 

23911 Duss Ave.,

Ambridge, PA 15003

 

5460 North State Highway 137,

Blytheville, AR 72315

 

5610 Bird Creek Avenue,

Catoosa, OK 74015

 

4000 Parkway Drive,

Brookfield, OH 44403

 

 

1  The properties described in Section 6.05(j) (a 4.33 acre tract of land next to the company headquarters) and Section 6.05(k) (a 1.28 acre tract of land in Newport, KY) of the Credit Agreement are not listed in light of the expected sale of such properties as permitted by the Credit Agreement.
2  The subject property is also now known as 2600 E. Grand Parkway S. Baytown, Texas 77523.


C. Intellectual Property

Patents and Patent Applications

 

Grantor

  

Title

  

Jurisdiction

  

Official Reference

  

Status

  

Filing Date

ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Vietnam    1-2015-01898    Pending    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Vietnam    1-2013-03931    Pending    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Vietnam    1-2015-03082    Pending    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Venezuela    2013-1491    Pending    28-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Venezuela    00678-2012    Pending    24-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Uruguay    35.15    Pending    28-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Uruguay    34089    Pending    23-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Uruguay    35303    Pending    4-Feb-14
ULTRA Premium Services, L.L.C.    Wedge Threadform Having Crest to Root Thread Compound Relief Areas    United States of America    62/608,945    Provisional    21-Dec-2018
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    United States of America    9,677,346    Granted    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    United States of America   

2014/0145433

9,869,139

   Granted   

18-Feb-16

16-Jan-18

ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    United States of America   

2017/0146160

9,869,414

   Granted   

2-Feb-17

16-Jan-18

ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    United States of America    9,388,925    Granted    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    United States of America    2016/0281441    Pending    10-Jun-16
ULTRA Premium Services, L.L.C.    Tubular Connection    United States of America    6,322,110    Granted    10-Aug-98
ULTRA Premium Services, L.L.C.    Threadform Having Crest to Root Thread Compound Relief Areas    United States of America    62/608,905    Provisional    21-Dec-2017
ULTRA Premium Services, L.L.C.    Sealing System    United States of America    5,765,836    Granted    16-Jul-97
ULTRA Premium Services, L.L.C.    Sealing System    United States of America    6,041,487    Granted    6-May-98
ULTRA Premium Services, L.L.C.    Implementation of Pipe Identification and Tracking System    United States of America    62/573,471    Provisional    17-Oct-17
ULTRA Premium Services, L.L.C.    Curvilinear Sealing System    United States of America    62/505,262    Provisional    12-May-17


ULTRA Premium Services, L.L.C.    Controllable Variable Magnetic Field Apparatus for Flow Control of Molten Steel in a Casting Mold    United States of America    6,341,642    Granted    24-Sep-99
ULTRA Premium Services, L.L.C.    Controllable Variable Magnetic Field Apparatus for Flow Control of Molten Steel in a Casting Mold    United States of America    6,502,627    Granted    17-Sep-01
ULTRA Premium Services, L.L.C.    Differential Quench Method and Apparatus    United States of America    6,374,901    Granted    9-Jul-99
ULTRA Premium Services, L.L.C.    Apparatus for Cleaning a Coiler Furnace    United States of America    6,648,633    Granted    30-Sep-02
ULTRA Premium Services, L.L.C.    Coiler Drum with Raised Surfaces    United States of America    7,237,414    Granted    3-Jul-07
ULTRA Premium Services, L.L.C.    High-Strength MicroAlloy Steel    United States of America    7,220,325    Granted    2-Oct-03
ULTRA Premium Services, L.L.C.    Process For Making
High-Strength MicroAlloy
Steel
   United States of America    6,682,613    Granted    3-Apr-02
ULTRA Premium Services, L.L.C.    Swaged Pin End of Pipe Connection    United States of America    6,024,646    Granted    2-Oct-97
ULTRA Premium Services, L.L.C.    Controllable Variable Magnetic Field Apparatus for Flow Control of Molten Steel in a Casting Mold    United States of America    6,006,822    Granted    1-Jul-98
ULTRA Premium Services, L.L.C.    Differential-Quench Method and Apparatus    United States of America    6,374,901    Granted    9-Jul-99
ULTRA Premium Services, L.L.C.    Differential-Quench Method and Apparatus    United States of America    6,557,622    Granted    19-Feb-02
ULTRA Premium Services, L.L.C.    Accessing Pipe Identification and Tracking System    United States of America    62/573,490    Provisional    17-Oct-17
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    United Kingdom    2524675    Granted    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    United Kingdom    1602961.3    Pending    19-Feb-16
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    United Kingdom    GB2545578B    Granted    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    United Kingdom    GB2526963B    Granted    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    United Arab Emirates       Pending    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    United Arab Emirates    P986/15    Pending    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Ukraine    201505488    Granted    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Ukraine    a2013-15154    Allowed    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Ukraine    114741    Granted    28-Jan-14


ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Thailand    1501002842    Pending    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Thailand    1501004413    Pending    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    South Africa    2013/07957    Pending    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Singapore    11201504148X    Pending    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Singapore    194916    Granted    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Singapore    10201604647X    Pending    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Singapore    11201506085X    Granted    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Saudi Arabia    515360482    Pending    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Saudi Arabia    515360848    Pending    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Russia    2015124379    Allowed    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Russia    2016107427    Pending    1-Mar-16
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Russia    2628356    Granted    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Poland    P-412632    Pending    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Nigeria    4166    Granted    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Nigeria    1611    Granted    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Nigeria    NG/PT/C/2015/1349    Allowed    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    New Zealand    616778    Granted    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Mexico    MX/a/2015/006702    Pending    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Mexico    340,698    Granted    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Mexico    345933    Granted    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Malaysia    2015001388    Pending    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Malaysia    PI ###-###-####    Pending    21-May-12


ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Malaysia    2015001944    Pending    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Korea    10 ###-###-####    Pending    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Korea    10 ###-###-####    Pending    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Japan    2015-545142    Pending    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Japan   

2014-512909

Patent#JP6076967

   Granted    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Japan    2016-228078    Pending    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Japan   

2015-556081

JP6267236

   Granted    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Indonesia    P-00201503856    Pending    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Indonesia    W-00201306039    Pending    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Indonesia   

P-00201505377

Patent#IDP000048038

   Granted 09-Oct-2017    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Hong Kong    HK1213307    Granted    29-Jan-16
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Hong Kong   

14107151.4

Patent#HK1193858

   Granted    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Hong Kong    16103831.9    Pending    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Gulf Cooperation Council    2013/25868    Pending    26-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Gulf Cooperation Council    2016/30921    Pending    29-Feb-16
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Gulf Cooperation Council   

2012/21202

Patent # GC0006300

   Granted    6-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Gulf Cooperation Council   

GC 2014-26359

Patent No. GC0006717

   Granted    2-Feb-14
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    European Patent Convention    12724267.5    Pending    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Eurasian Patent Organization    201301285    Granted    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Colombia    16379    Granted    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Colombia    6435    Granted    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Colombia    32140    Granted    28-Jan-14


ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    China    ZL201380062028.1    Granted    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    China    ZL201280024836.4    Granted    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    China    201480007175.3    Pending    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Chile    3323-2013    Pending    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Canada    2,892,670    Granted 2015-05-26    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Canada    2,834,586    Pending    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Canada    2,900,152    Granted 2015-08-04    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Brazil    BR ###-###-####-3    Pending    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Brazil    BR1320160073552    Pending    1-Apr-16
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Brazil    BR112013027618-5    Pending    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Brazil    BR112015018602-5    Granted    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Bolivia    SP-0365-2013    Pending    27-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Bolivia    SP-0162-2012    Pending    17-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Bolivia    SP00033-2014    Pending    4-Feb-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Australia    2013352493    Granted    25-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Australia    2016201258    Pending    26-Feb-16
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Australia    2012259032    Granted    21-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Australia    2014215661    Allowed    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Australia    2017202254    Pending    28-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection with Helically Extending Torque Shoulder    Argentina    P130104348    Pending    26-Nov-13
ULTRA Premium Services, L.L.C.    Tubular Connection and Associated Thread Form    Argentina    P120101789    Pending    18-May-12
ULTRA Premium Services, L.L.C.    Tubular Connection Center Shoulder Seal    Argentina    AR094616B1    Granted    29-Jan-14
ULTRA Premium Services, L.L.C.    Tubular Connection    Argentina    AR016813    Granted    10-Aug-98


Trademark Registrations/Applications

 

Trademark

  

Entity

  

Official Number

  

Country

  

Status

IPSCO    IPSCO Tubulars    2478141    US    Registered
IPSCO    IPSCO Tubulars    TMA138883    Canada    Registered
TMK IPSCO (& Design)    IPSCO Tubulars    4204363    US    Registered
TMK IPSCO (& Design)    IPSCO Tubulars    TMA829496    Canada    Registered
TORQ    IPSCO Tubulars    87137337    US    Pending
Integrated Well Solutions    IPSCO Tubulars    1819356    Canada    Pending
Laser Quality Plate    IPSCO Tubulars    TMA546176    Canada    Registered
Goose (Design)    IPSCO Tubulars    TMA138895    Canada    Registered
Flying Goose Profile (Design)    IPSCO Tubulars    TMA574532    Canada    Registered


COPYRIGHT REGISTRATIONS

 

Copyright Title

  

Registration No.

  

Recordation Date

  

Jurisdiction

  

Entity

Assorted overlays related to the products of the ULT product line.    V3535D500    28-Feb-06    United States    Ultra
Excel workbooks containing design models for ULTtra-FJ, ULTra-SFJ, and ULTra-FX products of the ULT product line.    V3535D500    28-Feb-06    United States    Ultra
Excel workbooks containing design models for ULTtra-FJ, ULTra-SFJ, and ULTra-FX products of the ULT product line & 4 other titles.    V3535D500    28-Feb-06    United States    Ultra
Existing drawings of produced products of the ULT product line.    V3535D500    28-Feb-06    United States    Ultra
Manufacturing and quality control specifications for the products of the ULT product line.    V3535D500    28-Feb-06    United States    Ultra
Marketing literature for the products of the ULT product line.    V3535D500    28-Feb-06    United States    Ultra

Copyright Applications

None.


Schedule 3.06

Disclosed Matters

None.


Schedule 3.12

Material Agreements

Distribution Agreement dated April 27, 2010, between IPSCO and Toolpushers Supply Co., as amended

Distribution Agreement dated April 14, 2010, between IPSCO and Pyramid Tubular Products, L.P., as amended

Distribution Agreement dated April 23, 2010, between IPSCO and McJunkin Red Man Corporation, as amended

OCTG Distribution Agreement dated July 8, 2013, between IPSCO and Gulf Coast Tubulars, Inc.

Distribution Agreement – Line Pipe dated April 15, 2011, between IPSCO and Consolidated Pipe & Supply Company, as amended.

Distribution Agreement dated April 29, 2010, between IPSCO and Pipeco Services, Inc., as amended.

Distribution Agreement dated April 29, 2010, now between IPSCO and Bourland & Leverich Supply Co, LLC, as amended.

Distribution Agreement – Ultra Premium Connections dated December 15, 2010, between IPSCO and Sooner Pipe, L.L.C., as amended.

Letter Agreement, dated as of November 15, 2016, agreed to by IPSCO, Nucor Steel Gallatin, Nucor Steel Arkansas, and Nucor Steel Indiana, as amended, modified, or supplemented.

All lease agreements and amendments thereto covering the properties described in part B of Schedule 3.05 above.

Deed of Loan Guarantee dated January 25, 2011, to which IPSCO is a party as a “Loan Guarantor” (as defined therein), pursuant to a Loan Guarantor Deed of Accession, dated as of April 21, 2011, pursuant to which IPSCO, among other guarantors and among other actions, guarantees the due and punctual performance by PAO TMK of all of PAO TMK’s obligations under the PAO TMK Eurobond 2011 Loan Agreement, as the same has been or may be amended, restated, supplemented, or modified from time to time in accordance with the terms and conditions thereof and hereof.


Schedule 3.14

Insurance

[See attached]


Schedule 3.15

Capitalization and Subsidiaries

 

Name of Entity

  

Type of Entity

  

Type of Interest

  

Number

  

Owner

  

Percentage Owned

IPSCO Tubulars Inc.    Corporation    Common Share3    10,100    PAO TMK    59%
IPSCO Tubulars Inc.    Corporation    Common Share    2,360    PAO TMK    14%
IPSCO Tubulars Inc.    Corporation    Common Share    2,360    PAO TMK    14%
IPSCO Tubulars Inc.    Corporation    Common Share    2,360    PAO TMK    14%
TMK IPSCO International, L.L.C.    Limited Liability Company    Limited Liability Company Interest    N/A    IPSCO Tubulars Inc.    100%
TMK NSG, L.L.C.    Limited Liability Company    Limited Liability Company Interest    N/A    IPSCO Tubulars Inc.    100%
IPSCO Koppel Tubulars, L.L.C.    Limited Liability Company    Limited Liability Company Interest    N/A    TMK NSG, L.L.C.    100%
IPSCO Tubulars (KY), L.L.C.    Limited Liability Company    Limited Liability Company Interest    N/A    TMK NSG, L.L.C.    100%
ULTRA Premium Services, L.L.C.    Limited Liability Company    Limited Liability Company Interest    N/A    TMK NSG, L.L.C.    100%
TMK IPSCO Canada, Ltd.    Limited Company    Limited Company Interest    N/A    IPSCO Tubulars Inc.    100%

 

 

3 

Total outstanding shares for IPSCO Tubulars Inc. is 17,180 shares.


Schedule 3.22

Affiliate Transactions

 

Title

  

Date

  

Between

Contract No. 1695    07.23.2013    TMK-Artrom S.A. and TMK IPSCO Canada, Ltd.
TMK-Artrom S.A.—Contract No. 960 -    12.15.2011    S.C. TMK-ARTROM S.A. and TMK IPSCO International, L.L.C.
Additional Agreement to the Contract No. PI-004.72 dated December 10, 2013    02.13.2015    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Additional Agreement to the Contract No. PI-005.72 dated December 10, 2013    02.13.2015    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Additional Agreement to the Contract No. PI-006.72 dated December 10, 2013    02.13.2015    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Alteration Agreement to the Contract No. PJ-001.77 dated November 1, 2011    06.13.2012    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Alteration Agreement to the Contract No. PI-001.77 dated November 1, 2011    06.20.2014    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Alteration Agreement to the Contract No. PI-004.72 dated December 12, 2013    04.23.2015    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Alteration Agreement to the Contract No. PI-005.72 dated December 10, 2013    06.20.2014    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Alteration Agreement to the Contract No. PI-005.72 dated December 12, 2013    04.23.2015    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Amendment to the Contract No. PI-001.77 dated November 1, 2011    12.20.2011    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Amendment to the Contract No. PI-002.72 dated November 1, 2011    12.20.2011    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Amendment to the Contract No. PI-004.72 dated December 10, 2013    01.10.2014    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Amendment to the Contract No. PI-004.72 dated December 10, 2013    07.21.2014    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Amendment to the Contract No. PI-005.72 dated December 10, 2013    01.10.2014    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.


Title

  

Date

  

Between

Amendment to the Contract No. PI-005.72 dated December 10, 2013    07.21.2014    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Amendment to the Contract No. PI-006.72 dated December 10, 2013    01.10.2014    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Amendment to the Contract No. PI-006.72 dated December 10, 2013—    07.21.2014    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Contract No. PI-001.77    11.01.2011    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Contract No. PI-002.72    11.01.2011    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Contract No. PI-004.72    12.10.2013    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Contract No. PI-005.72    12.10.2013    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Contract No. PI-006.72    12.10.2013    “Trade House “TMK” Closed Joint Stock Company, Russia and TMK IPSCO International, L.L.C.
Contract No. TU-001-74    03.02.2015    OAO “TMK”, Russia and TMK IPSCO International, L.L.C.
Contract No. TU-002-74    03.02.2015    OAO “TMK”, Russia and TMK IPSCO International, L.L.C.
Contract No. TU-003-74    03.02.2015    OAO “TMK”, Russia and TMK IPSCO International, L.L.C.
Supplement Agreement to Contract No. TU-001-74    03.02.2015    OAO “TMK”, Russia and TMK IPSCO International, L.L.C.
Supplement Agreement to Contract No. TU-002-74    03.02.2015    OAO “TMK”, Russia and TMK IPSCO International, L.L.C.
Supplement Agreement to Contract No. TU-003-74    03.02.2015    OAO “TMK”, Russia and TMK IPSCO International, L.L.C.

Purchase and Sale Transactions

Goods and Services Purchase and Sale Agreements

On December 15, 2011, TMK IPSCO International, L.L.C., or IPSCO International, our subsidiary, entered into a purchase and sale agreement with S.C. TMK-ARTROM S.A., or TMK-ARTROM, a subsidiary of PAO TMK, for the purchase and sale of steel pipe from time to time pursuant to individual purchase orders. The term of this agreement was extended by amendment to December 31, 2016. IPSCO International purchased an approximate aggregate amount of 2,500 tons of steel pipe for approximately $0 and $2.2 million during the six months ended June 30, 2017 and the year ended December 31, 2016, respectively, under this agreement.


On July 23, 2013, our subsidiary TMK IPSCO Canada, Ltd., or IPSCO Canada, entered into a purchase and sale agreement with TMK-ARTROM for the purchase and sale of steel pipe from time to time pursuant to individual purchase orders. The term of this agreement was extended by amendment to December 31, 2016.

IPSCO Canada purchased an approximate aggregate amount of 20 tons of steel pipe for approximately $0 and $0.02 million during the six months ended June 30, 2017 and the year ended December 31, 2016, respectively, under this agreement.

On March 2, 2015, IPSCO International entered into a purchase and sale agreement with PAO TMK for the purchase and sale of steel pipe from time to time pursuant to individual purchase orders. This agreement will remain in force unless one party terminates the agreement upon 30 days’ written notice or the agreement is otherwise terminated pursuant to its terms. IPSCO International purchased an approximate aggregate amount of 185 tons of steel pipe for approximately $0.5 million and $0 during the six months ended June 30, 2017 and the year ended December 31, 2016, respectively, under this agreement.

On March 2, 2015, IPSCO International entered into a second purchase and sale agreement with PAO TMK for the purchase and sale of steel pipe from time to time pursuant to individual purchase orders. This agreement will remain in force unless one party terminates the agreement upon 30 days’ written notice or the agreement is otherwise terminated pursuant to its terms. IPSCO International purchased an approximate aggregate amount of 9,400 tons of steel pipe for approximately $1.8 million and $4.1 million during the six months ended June 30, 2017 and the year ended December 31, 2016, respectively, under this agreement.

On March 2, 2015, IPSCO International entered into a third purchase and sale agreement with PAO TMK for the purchase and sale of steel pipe from time to time pursuant to individual purchase orders. This agreement will remain in force unless one party terminates the agreement upon 30 days’ written notice or the agreement is otherwise terminated pursuant to its terms. IPSCO International purchased an approximate aggregate amount of 172,600 tons of steel pipe for approximately $62.8 million and $47.9 million during the six months ended June 30, 2017 and the year ended December 31, 2016, respectively, under this agreement.

During the year ended December 31, 2016, we sold back pipe we previously purchased from TMK Gulf International Pipe Industry LLC, a subsidiary of our parent, for a total of approximately $1.2 million.

On September 26, 2016, IPSCO International entered into a sale of goods agreement with OFS International for the purchase by OFS International from us of coupling stock, couplings, heavy wall drill pipe, seamless line pipe and OCTG for total consideration of approximately $41.5 million.

IPSCO and our subsidiaries have also engaged in other transactions with OFS International and its subsidiaries. These transactions include the sale of goods and services, pursuant to individual purchase orders, to OFS International and its subsidiaries, including fishing tools and thread protectors, for which we have recorded approximately $0.5 million and $0.8 million in revenue for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively. These transactions also include the purchase of goods and services, pursuant to individual purchase orders, from OFS International and its subsidiaries, for which we have recorded approximately $5.7 million and $9.3 million in purchases for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.


IPSCO and our subsidiaries have also engaged in transactions with TMK Completions Ltd. and its subsidiaries. These transactions include the sale of pipe, pursuant to individual purchase orders, to TMK Completions Ltd. and its subsidiaries, for which we have recorded approximately $1.12 million and $0.56 million in revenue for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.

License Agreements

On June 30, 2014, our subsidiary Ultra Premium Oilfield Services, Ltd., or Ultra, entered into a license agreement with Oilfield Services & Technologies, LLC, or OS&T, a subsidiary of OFS, pursuant to which Ultra granted to OS&T a non-exclusive license to market, distribute, offer for sale and sell in the United States oilfield casing, tubing and other products patented by Ultra and manufactured by Ultra manufacturing facilities in Houston, Texas, Odessa, Texas or Brookfield, Ohio or a certain OS&T manufacturing facility in Houston, Texas. The license agreement also granted to OS&T a license in and to certain of Ultra’s proprietary technology and trademarks for use in connection with the marketing, distribution and sale of such products in the United States. OS&T agreed to pay Ultra a royalty ranging from $5.00 to $69.00 based on the type of product manufactured and sold using the specified licensed technology. On the same date, Ultra entered into a license agreement with OS&T, pursuant to which Ultra granted to OS&T a non-exclusive license in and to certain of Ultra’s proprietary technology and trademarks for use in connection with the manufacturing, threading or repair of oilfield casing, tubing and other products for Ultra or a licensed seller at a licensed manufacturing facility in Houston, Texas.

The terms of each of these license agreements is one year, but these agreements are automatically renewed for an additional year unless terminated (i) by Ultra if OS&T breaches a covenant, representation or warranty and fails to cure, is adjudged bankrupt, has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors or (ii) by either party upon 30 days’ written notice. Ultra has recorded approximately $0 and $1.1 million in licensing revenues under these agreements for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.

On July 25, 2014, Ultra entered into a license agreement with TMK Premium Services, or TMK Premium, pursuant to which Ultra granted to TMK Premium a non-exclusive license for the use of connections “know-how” in exchange for a pay-per-use fee. In consideration of the license granted under the agreement, TMK Premium agreed to pay Ultra $25.00 each time it threads a product using Ultra’s connections technology. This license agreement has a perpetual term. Ultra has recorded approximately $0.1 million and $0.2 million in licensing revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.

On December 12, 2016, Ultra entered into a license agreement with OS&T, OFS International and Threading and Precision Manufacturing LLC, or Threading, a subsidiary of OFS International, pursuant to which Ultra granted to each of OS&T, OFS International and Threading a non-exclusive license to market, distribute, offer for sale and sell in the United States oilfield casing, tubing and other products patented by Ultra and manufactured by licensed manufacturing facilities. The license agreement also granted to OS&T, OFS International and Threading a license in and to certain of Ultra’s proprietary technology and trademarks for use in connection with the marketing, distribution and sale of such products in the United States. OS&T, OFS International and Threading agreed to pay Ultra a royalty ranging from $2.00 to $79.00 based on the type of product manufactured and sold using the specified licensed technology. On the same date, Ultra entered into a license agreement with OS&T, OFS International and Threading pursuant to which Ultra granted to each of OS&T, OFS International and Threading a non-exclusive license in and to certain of Ultra’s proprietary technology and trademarks for use in connection with the manufacturing, threading or repair of oilfield casing, tubing and other products for Ultra or a licensed seller at a licensed manufacturing facility. The term of each of these license agreements is one year, but these agreements are automatically renewed for an additional year unless


terminated (i) by Ultra if OS&T, OFS International or Threading breaches a covenant, representation or warranty and fails to cure, is adjudged bankrupt, has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors or (ii) by either party upon 30 days’ written notice. Ultra has recorded approximately $0.9 million and $0 in licensing revenues under these agreements for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.

R&D Testing Services Agreements

On May 12, 2015, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connection testing services, other scientific research and design work objects testing and manufacturing activities for TMK Premium. This agreement terminates on December 31, 2017. We have recorded approximately $0 and $0.4 million in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.

On November 10, 2015, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connections testing services and other scientific research and design work objects testing for TMK Premium. This agreement terminated on December 31, 2016. We have recorded approximately $0 and $0.2 million in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.

On February 2, 2016, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connections testing services and other scientific research and design work objects testing for TMK Premium. This agreement terminated on December 31, 2016. We have recorded approximately $0.2 million and $0.2 million in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.

On February 2, 2016, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connections testing services and other scientific research and design work objects testing for TMK Premium. This agreement terminated on March 31, 2017. We have recorded approximately $0 and $0.3 million in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.

On August 4, 2016, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connections testing services and other scientific research and design work objects testing for TMK Premium. This agreement terminates on December 31, 2017. We have recorded approximately $0.2 million and $0 in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.

On October 25, 2016, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connections testing services and other scientific research and design work objects testing for TMK Premium. This agreement terminates on December 31, 2017. We have recorded approximately $0.3 million and $0 in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.

On December 5, 2016, IPSCO entered into a services agreement with TMK Premium, pursuant to which IPSCO agreed to perform certain threaded connections testing services and other scientific research and design work objects testing for TMK Premium. This agreement terminates on December 31, 2017. We have recorded approximately $0 and $0.3 million in revenues under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.


Third Party Representative Agreement

On June 24, 2016, IPSCO entered into an agency agreement with TMK Industrial Solutions L.L.C., or TMK Industrial, a subsidiary of PAO TMK, pursuant to which IPSCO appointed TMK Industrial as our non-exclusive sales representative. The agreement, effective May 16, 2016, provides that IPSCO will pay to TMK Industrial a commission based on orders for steel pipe, stock or billets procured by TMK Industrial. We have recorded approximately $0.7 million and $0.4 million in payments under this agreement for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.

Deed of Loan Guarantee dated January 25, 2011, to which IPSCO is a party as a “Loan Guarantor” (as defined therein), pursuant to a Loan Guarantor Deed of Accession, dated as of April 21, 2011, pursuant to which IPSCO, among other guarantors and among other actions, guarantees the due and punctual performance by PAO TMK of all of PAO TMK’s obligations under the PAO TMK Eurobond 2011 Loan Agreement, as the same has been or may be amended, restated, supplemented, or modified from time to time in accordance with the terms and conditions thereof and hereof.


Schedule 6.01

Existing Indebtedness

 

Agreement

  

Parties

   Amount      Date of
Agreement
 

Indenture of Trust

(“Series 1999 Bonds”)

   City of Blytheville, Arkansas (“Issuer”) and BOKF, NA (“Successor Trustee”)    $ 28,000,000        11/1/99  

Indenture of Trust

(“Series 2006 Bonds”)

   City of Blytheville, Arkansas (“Issuer”) and BOKF, NA (“Successor Trustee”)    $ 40,000,000        07/15/06  


Schedule 6.02

Existing Liens

None.


Schedule 6.04

Existing Investments

None.


Schedule 6.10

Existing Restrictions

None.