-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KqldtNDP4zFklNk1kxLGq1rt8zgdsT50Kpt24926PKORO3UJ0dr7vAfWWawMem7O rhFUQ88uO4dnJP1vjcPLnw== 0000844965-06-000002.txt : 20060123 0000844965-06-000002.hdr.sgml : 20060123 20060123125216 ACCESSION NUMBER: 0000844965-06-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060120 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060123 DATE AS OF CHANGE: 20060123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TETRA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000844965 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 742148293 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13455 FILM NUMBER: 06542797 BUSINESS ADDRESS: STREET 1: 25025 I-45N CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813671983 MAIL ADDRESS: STREET 1: 25025 I-45 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 8-K 1 tti8kcredag012306.htm FORM 8-K TETRA Jan 23 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): January 20, 2006

 

 

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
1-13455
74-2148293
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

 

25025 Interstate 45 North, Suite 600

The Woodlands, Texas 77380

(Address of Principal Executive Offices and Zip Code)

 

(281) 367-1983

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 1.01. Entry Into a Material Definitive Agreement.

On January 20, 2006, TETRA Technologies, Inc. (“TETRA”) and certain of its subsidiaries entered into an Agreement and Third Amendment to Credit Agreement (the “Amendment”) with JPMorgan Chase Bank, National Association (successor to Bank One, NA) and Wells Fargo Bank, N.A., as syndication agents, Comerica Bank, as documentation agent, Bank of America, National Association, as administrative agent and the lenders party thereto. As a result of the Amendment, the available borrowing capacity under the revolving commitment as provided for in the Credit Agreement dated as of September 7, 2004 was increased by $60 million from $140 million to $200 million. The foregoing discussion is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached as Exhibit 10.1 and incorporated by reference.

A discussion of the material terms of the Credit Agreement (the “Credit Agreement”) dated as of September 7, 2004 by and among TETRA, Bank One, NA (predecessor to JPMorgan Chase Bank, National Association) and Wells Fargo Bank, N.A., as syndication agents, Comerica Bank, as documentation agent, Bank of America, National Association, as administrative agent, and the lenders party thereto is included in TETRA’s Current Report on Form 8 K filed with the Securities and Exchange Commission on September 8, 2004, which includes as Exhibit 10.1 thereto a copy of the Credit Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 regarding the entry into the Amendment to the Credit Agreement is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number
Description

10.1

  

Agreement and Third Amendment to Credit Agreement dated as of January 20, 2006, among TETRA Technologies, Inc. and certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, National Association (successor to Bank One, NA) and Wells Fargo Bank, N.A., as syndication agents, Comerica Bank, as documentation agent, Bank of America, National Association, as administrative agent, and the lenders party thereto.

 

 

Page 1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TETRA Technologies, Inc.

By: /s/Geoffrey M. Hertel

Geoffrey M. Hertel

President & Chief Executive Officer

Date: January 23, 2006

 

 

 

Page 2

EXHIBIT INDEX

 

Exhibit Number
Description

10.1

  

Agreement and Third Amendment to Credit Agreement dated as of January 20, 2006, among TETRA Technologies, Inc. and certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, National Association (successor to Bank One, NA) and Wells Fargo Bank, N.A., as syndication agents, Comerica Bank, as documentation agent, Bank of America, National Association, as administrative agent, and the lenders party thereto.

 

 

Page 3

 

 

 

 EX-10 2 exhibit101.htm EXHIBIT 10.1 Exhibit 10.1

 

Exhibit 10.1

AGREEMENT AND THIRD AMENDMENT TO

CREDIT AGREEMENT

 

This Agreement and Third Amendment to Credit Agreement (this “Amendment”) dated as of January 20, 2006 among the financial institutions (collectively, the “Lenders”) party to the hereinafter-defined Credit Agreement and TETRA TECHNOLOGIES, INC. (the “Parent”), a Delaware corporation;

W I T N E S S E T H:

WHEREAS, the Parent, the Lenders, Bank One, NA (predecessor to JPMorgan Chase Bank, National Association) and Wells Fargo Bank N.A., as Syndication Agents, Comerica Bank, as Documentation Agent, and Bank of America, National Association, as Administrative Agent, executed and delivered that certain Credit Agreement (as amended and supplemented to the date hereof, the “Credit Agreement”) dated as of September 7, 2004; and

WHEREAS, the Parent has requested that each Lender increase its Revolving Commitment, with each Lender to have a pro rata increase in its Revolving Commitment, and each Lender has agreed to so increase its Revolving Commitment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parent and the Lenders do hereby agree as follows:

Section 1. The following definition contained in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.07 and (b) assignments by or to such Lender pursuant to Section 9.04. The amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, as the same may be amended from time to time, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The current aggregate amount of the Lenders’ Revolving Commitments is $200,000,000.

Section 2. Schedule 2.01 of the Credit Agreement is hereby deleted and there is hereby substituted therefor a new Schedule 2.01, which shall be identical to Schedule 2.01, attached hereto and hereby made a part hereof.

Section 3. The increase in the Revolving Commitments effected by this Amendment has not been effected using the provisions of Section 2.07(d) of the Credit Agreement (all the Lenders having consented to such increase, and each Lender having agreed to increase its own

 

Revolving Commitment, there was no need to use the procedure described in Section 2.07(d) of the Credit Agreement which does not require the consent of the Lenders). Therefore, while Section 2.07(d) of the Credit Agreement requires that no Eurocurrency Loan be outstanding on the effective date of any increase in the Revolving Commitments effected thereunder, there is no such requirement in connection with the effectiveness of this Amendment.

Section 4. Conditions. This Amendment shall not become effective until (a) the Administrative Agent (or its counsel) has received from the Loan Parties and all of the Lenders either (1) a counterpart of this Amendment signed on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may include telecopy or e-mail transmission of a signed signature page of this Amendment) that such party has signed counterparts of this Amendment; (b) the Parent has executed and delivered to the Administrative Agent for each Lender a new Note in the maximum principal amount of such Lender’s Revolving Commitment and substantially in the form of Exhibit C-1 to the Credit Agreement, and (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Parent, the authorization of the execution, delivery and performance of this Amendment and the new Notes by the Parent and any other legal matters relating to this Amendment; but if all of such conditions have not been satisfied by 5:00 p.m., Houston time, on the date hereof, then this Amendment shall be of no force or effect. The Administrative Agent shall give, or cause to be given, prompt notice to the Parent and the Lenders as to whether the conditions specified in the immediately preceding sentence have been satisfied by the deadline set forth therein; such notice may be oral, telephonic, written (including telecopied) or by e-mail.

Section 5. Representations True; No Default. The Parent represents and warrants that the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent any such representation or warranty is expressly limited to an earlier date, in which case, on and as of the date hereof, such representation or warranty shall continue to be true and correct in all material respects as of such specified earlier date. The Parent hereby certifies that no Default or Event of Default has occurred and is continuing.

Section 6. Ratification. Except as expressly amended hereby, the Loan Documents shall remain in full force and effect. The Credit Agreement, as hereby amended, and all rights and powers created thereby or thereunder and under the other Loan Documents are in all respects ratified and confirmed and remain in full force and effect.

Section 7. Definitions and References. Any term used in this Amendment that is defined in the Credit Agreement shall have the meaning therein ascribed to it. The terms “Agreement” and “Credit Agreement” as used in the Loan Documents or any other instrument, document or writing furnished to the Administrative Agent or any lender by any Loan Party and referring to the Credit Agreement shall mean the Credit Agreement as hereby amended.

Section 8. Expenses; Additional Information. The Parent shall pay to the Administrative Agent all reasonable expenses incurred in connection with the execution of this Amendment and the new Notes. The Parent shall furnish to the Administrative Agent all such

- 2 -

other documents, consents and information relating to the Parent and its Subsidiaries as the Administrative Agent or any Lender may reasonably require.

Section 9. Miscellaneous. This Amendment (a) shall be binding upon and inure to the benefit of the Borrowers and the Lenders and their respective successors, assigns, receivers and trustees (but the Borrowers shall not assign their rights hereunder without the express prior written consent of the Administrative Agent and each Lender); (b) may be modified or amended only by a writing signed by the party against whom the same is to be enforced; (c) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement, and (d) together with the other Loan Documents, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.

- 3 -

THE LOAN DOCUMENTS (INCLUDING THIS AMENDMENT) REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized officers, effective as of the date first above written.

TETRA TECHNOLOGIES, INC.,

a Delaware corporation

By: /s/Geoffrey M. Hertel

Name: Geoffrey M. Hertel

Title: President & CEO

BANK OF AMERICA, NATIONAL

ASSOCIATION

By: /s/David A. Batson

Name: David A. Batson

Title: SVP

JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, successor to Bank One, NA

By: /s/Matthew Smith

Name: Matthew Smith

Title: VP

WELLS FARGO BANK, N.A.

By: /s/C. David Allman

Name: C. David Allman

Title: Vice President

[unnumbered signature page to TETRA Technologies, Inc. Credit Agreement Third Amendment]

COMERICA BANK

By: /s/Mona M. Foch

Name: Mona M. Foch

Title: Senior Vice President - Texas Division

COMPASS BANK

By: /s/D. G. Mills

Name: D. G. Mills

Title: Senior Vice President

DnB NOR BANK ASA

By: /s/Espen Kvilekval

Name: Espen Kvilekval

Title: Senior Vice President

By: /s/Peter M. Dodge

Name: Peter M. Dodge

Title: Senior Vice President

BANK OF AMERICA, NATIONAL

ASSOCIATION, as Administrative Agent

By: /s/David A. Johanson

Name: David A. Johanson

Title: Vice President

Schedule 2.01 – Commitments

[unnumbered signature page to TETRA Technologies, Inc. Credit Agreement Third Amendment]

Each Guarantor executes this Amendment to evidence its (a) consent, to the extent such consent is necessary or required, to the execution and delivery by the Parent of the Amendment; (b) confirmation that the Guaranty continues to cover all of the Debt (as such term is defined in the Guaranty), including Debt incurred under the Credit Agreement as amended by the Amendment, with the obligations of such Guarantor under the Guaranty limited as set forth therein, and (c) acknowledgement that the Lenders would not have executed this Amendment but for such consent and confirmation.

TETRA APPLIED HOLDING COMPANY

TETRA INTERNATIONAL INCORPORATED

TETRA MICRONUTRIENTS, INC.

TETRA PROCESS SERVICES, L.C.

TETRA THERMAL, INC.

MARITECH RESOURCES, INC.

SEAJAY INDUSTRIES, INC.

TETRA INVESTMENT HOLDING CO., INC.

TETRA FINANCIAL SERVICES, INC.

COMPRESSCO, INC.

PROVIDENCE NATURAL GAS, INC.

TETRA APPLIED LP, LLC

TETRA APPLIED GP, LLC

TETRA PRODUCTION TESTING GP, LLC

TPS HOLDING COMPANY, LLC

MARITECH HOLDINGS, INC.

MARITECH LOUISIANA, LLC

MARITECH PARTNER, LLC

By: /s/Bruce A. Cobb

Bruce A. Cobb

Treasurer of each of the above-named

corporations and limited liability companies

T-PRODUCTION TESTING, LLC

By: TETRA Applied Technologies, L.P.,

its sole member

By: TETRA Applied GP, LLC,

its general partner

By: /s/Bruce A. Cobb

Bruce A. Cobb

Treasurer

[unnumbered signature page to TETRA Technologies, Inc. Credit Agreement Third Amendment]

TETRA PRODUCTION TESTING SERVICES,

L.P.

By: TETRA Production Testing GP, LLC,

its general partner

By: TETRA Applied Holding Company,

its sole member

By: /s/Bruce A.Cobb

Bruce A. Cobb

Treasurer

TETRA APPLIED TECHNOLOGIES, L.P.

By: TETRA Applied GP, LLC,

its general partner

By: TETRA Applied Holding Company,

its sole member

By: /s/Bruce A. Cobb

Bruce A. Cobb

Treasurer

TETRA REAL ESTATE, LLC

By: TETRA Technologies, Inc.,

its sole member

By: /s/Joseph M. Abell, III

Joseph M. Abell, III

Senior Vice President &

Chief Financial Officer

[unnumbered signature page to TETRA Technologies, Inc. Credit Agreement Third Amendment]

TETRA REAL ESTATE, LP

By: TETRA Real Estate, LLC,

its general partner

By: TETRA Technologies, Inc.,

its sole member

By: /s/Joseph M. Abell, III

Joseph M. Abell, III

Senior Vice President &

Chief Financial Officer

COMPRESSCO TESTING, L.L.C.

By: /s/Geoffrey M. Hertel

Geoffrey M. Hertel

Manager

COMPRESSCO FIELD SERVICES, INC.

By: /s/Bruce A. Cobb

Bruce A. Cobb

Treasurer

By: /s/Geoffrey M. Hertel

Geoffrey M. Hertel

Vice President

MARITECH TIMBALIER BAY, LP

By: MARITECH LOUISIANA, LLC,

its general partner

By: /s/Bruce A. Cobb

Bruce A. Cobb

Treasurer

[unnumbered signature page to TETRA Technologies, Inc. Credit Agreement Third Amendment]

 

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