EX-10.22



 Exhibit 10.22 

FIRST AMENDMENT TO CREDIT AGREEMENT 

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is dated as of March 7, 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) INC., a Kentucky corporation (“IPSCO Kentucky”), (v) ULTRA PREMIUM OILFIELD SERVICES, LTD., a Kentucky limited partnership
(“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”), (vii) UPOS, L.L.C., a Kentucky limited liability company (“UPOS”), and (viii) UPOS GP, L.L.C., a Kentucky limited liability company (“UPOS GP,” and,
together with the Borrowers, TMK NSG, and UPOS, 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, the Loan Parties, Administrative Agent, and the Lenders are parties to that certain Credit Agreement, dated as of
December 7, 2017 (the “Credit Agreement”); 
 WHEREAS, the Loan Parties have requested that the Lenders and
Administrative Agent agree to amend certain provisions of the Credit Agreement; and 
 WHEREAS, the Lenders and Administrative Agent
are willing to agree to such amendments, subject to the terms hereof; 
 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. Upon the Amendment Effective Date (as hereinafter
defined), the Credit Agreement is hereby amended as follows: 
 (a)    The following definitions are hereby inserted
into Section 1.01 of the Credit Agreement in a manner that maintains alphabetical order: 

“‘Dissolution Conditions’ shall mean: 

(a)    Administrative Agent shall have received executed copies of all documentation evidencing or
describing the dissolution of each of UPOS and UPOS GP; and 

  
 FIRST
AMENDMENT TO CREDIT AGREEMENT 








 (b)    Administrative Agent and the Lenders shall have
received all necessary credit approval. 
 “‘IPSCO Kentucky Reorganization Conditions’ shall mean: 

(a)     New IPSCO Kentucky shall have executed and delivered to Administrative Agent, and Administrative
Agent shall have executed, a Joinder Agreement; 
 (b)    New IPSCO Kentucky shall have executed and
delivered to Administrative Agent, a Security Agreement Supplement (as defined in the Security Agreement); 

(c)    Administrative Agent shall have received and approved executed copies of all documentation
evidencing or describing (i) the merger of IPSCO Kentucky into New IPSCO Kentucky, and (ii) to the extent applicable, the sale, transfer, or assignment of Collateral by IPSCO Kentucky to New IPSCO Kentucky; 

(d)     Administrative Agent shall have received an appropriate financing statement duly filed in such
office or offices as may be necessary or, in the opinion of Administrative Agent, desirable, to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a first-priority perfected Lien on the
Collateral of New IPSCO Kentucky, subject to Permitted Encumbrances, in form and substance acceptable to Administrative Agent in its sole discretion; 

(e)    Administrative Agent shall have received (i) a certificate of New IPSCO Kentucky, executed by
an officer of TMK NSG, which shall (A) certify the resolutions of IPSCO’s Board of Directors for and on behalf of IPSCO, in IPSCO’s capacity as the sole member of TMK NSG, in TMK NSG’s capacity as the sole member of New IPSCO
Kentucky, authorizing the execution, delivery and performance of the Loan Documents to which New IPSCO Kentucky is a party, (B) identify by name and title and bear the signatures of the officers of TMK NSG authorized to sign the Loan Documents
to which New IPSCO Kentucky is a party, and (C) contain appropriate attachments, including the certificate of formation of New IPSCO Kentucky certified by the relevant authority of the jurisdiction of organization of New IPSCO Kentucky and a
true and correct copy of New IPSCO Kentucky’s limited liability company agreement or other organizational or governing documents, (ii) a good standing certificate for New IPSCO Kentucky from its jurisdiction of organization or the
substantive equivalent available in the jurisdiction of organization for New IPSCO Kentucky from the appropriate governmental officer in such jurisdiction, each in form and substance acceptable to Administrative Agent in its Permitted Discretion,
and (iii) a properly completed and signed IRS Form W-8 or W-9, as applicable, for New IPSCO Kentucky; 

  
 FIRST
AMENDMENT TO CREDIT AGREEMENT 








 (f)    Administrative Agent shall have received the results
of a recent lien search in the jurisdiction where New IPSCO Kentucky is organized and in each jurisdiction where the assets of New IPSCO Kentucky are located, and such search shall reveal no Liens on any of the assets of New IPSCO Kentucky except
for Permitted Encumbrances; 
 (g)    Administrative Agent shall have received a favorable legal opinion
from counsel to each of the Loan Parties and New IPSCO Kentucky, in form and substance satisfactory to Administrative Agent in its sole discretion; and 

(h)    (i) Administrative Agent and the Lenders shall have (A) received (1) all necessary credit
approval, (2) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, for New IPSCO Kentucky
and certain Persons designated by Administrative Agent or any Lender as an “executive officer” or a “key shareholder”, and (3) such other documents as the Administrative Agent, the Issuing Bank, any Lender or their
respective counsel may have reasonably requested, and (B) completed all legal and regulatory due diligence with respect to New IPSCO Kentucky, and (ii) the corporate structure, capital structure and other material debt instruments,
material accounts and governing documents of New IPSCO Kentucky shall be acceptable to the Administrative Agent in its sole discretion. 

“‘New IPSCO Kentucky’ has the meaning set forth in Section 6.03(a). 

“‘New Ultra’ has the meaning set forth in Section 6.03(a). 

“‘Ultra Reorganization Conditions’ shall mean: 

(a)     New Ultra shall have executed and delivered to Administrative Agent, and Administrative Agent shall
have executed, a Joinder Agreement; 
 (b)    New Ultra shall have executed and delivered to
Administrative Agent a Security Agreement Supplement (as defined in the Security Agreement); 

(c)    Administrative Agent shall have received and approved executed copies of all documentation
evidencing or describing (i) the merger of Ultra into New Ultra, and (ii) to the extent applicable, the sale, transfer, or assignment of Collateral by Ultra to New Ultra; 

(d)     Administrative Agent shall have received an appropriate financing statement duly filed in such
office or offices as may be necessary or, in the opinion of Administrative Agent, desirable, to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a first-priority perfected Lien on the
Collateral of New Ultra, subject to Permitted Encumbrances, in form and substance acceptable to Administrative Agent in its sole discretion; 

  
 FIRST
AMENDMENT TO CREDIT AGREEMENT 








 (e)    Administrative Agent shall have received (i) a
certificate of New Ultra, executed by an officer of TMK NSG which shall (A) certify the resolutions of IPSCO’s Board of Directors for and on behalf of IPSCO, in IPSCO’s capacity as the sole member of TMK NSG, in TMK NSG’s
capacity as the sole member of New Ultra, authorizing the execution, delivery and performance of the Loan Documents to which New Ultra is a party, (B) identify by name and title and bear the signatures of the officers of TMK NSG authorized to
sign the Loan Documents to which New Ultra is a party, and (C) contain appropriate attachments, including the certificate of formation of New Ultra certified by the relevant authority of the jurisdiction of organization of New Ultra and a true
and correct copy of New Ultra’s limited liability company agreement or other organizational or governing documents, (ii) a good standing certificate for New Ultra from its jurisdiction of organization or the substantive equivalent
available in the jurisdiction of organization for New Ultra from the appropriate governmental officer in such jurisdiction, each in form and substance acceptable to Administrative Agent in its Permitted Discretion, and (iii) a properly
completed and signed IRS Form W-8 or W-9, as applicable, for New Ultra; 

(f)    Administrative Agent shall have received the results of a recent lien search in the jurisdiction
where New Ultra is organized and in each jurisdiction where the assets of New Ultra are located, and such search shall reveal no Liens on any of the assets of New Ultra except for Permitted Encumbrances; 

(g)    Administrative Agent shall have received a favorable legal opinion from counsel to each of the Loan
Parties and New Ultra, in form and substance satisfactory to Administrative Agent in its sole discretion; and 

(h)    (i) Administrative Agent and the Lenders shall have (A) received (1) all necessary credit
approval, (2) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the
USA PATRIOT Act, for New Ultra and certain Persons designated by Administrative Agent or any Lender as an “executive officer” or a “key shareholder”, and (3) such other documents as the Administrative Agent, the Issuing
Bank, any Lender or their respective counsel may have reasonably requested, and (B) completed all legal and regulatory due diligence with respect to New Ultra, and (ii) the corporate structure, capital structure and other material debt
instruments, material accounts and governing documents of New Ultra shall be acceptable to the Administrative Agent in its sole discretion.” 

(b)    Section 6.03(a) of the Credit Agreement is hereby deleted in its entirety and replaced as follows: 

“(a) No Loan Party will, nor will it permit any Subsidiary to, merge into or


  
 FIRST
AMENDMENT TO CREDIT AGREEMENT 








 
consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge into a Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Loan Party (other than a
Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower which owns such Subsidiary determines in good
faith that such liquidation or dissolution is in the best interests of such Borrower and is not materially disadvantageous to the Lenders, and (iv) upon not less than ten (10) days’ prior, written notice to Administrative Agent,
(1) so long as each of the Ultra Reorganization Conditions has been satisfied, as determined by the Administrative Agent in its Permitted Discretion, Ultra may merge into ULTRA Premium Services, L.L.C., a Delaware limited liability company
(“New Ultra”) and wholly-owned Subsidiary of TMK NSG, in a transaction in which New Ultra is the surviving entity, (2) so long as each of the IPSCO Kentucky Reorganization Conditions has been satisfied, as determined by the
Administrative Agent in its Permitted Discretion, IPSCO Kentucky may merge into IPSCO Tubulars (KY), L.L.C., a Delaware limited liability company (“New IPSCO Kentucky”) and wholly-owned Subsidiary of TMK NSG, in a transaction in
which New IPSCO Kentucky is the surviving entity, and (3) so long as each of the Dissolution Conditions has been satisfied, as determined by Administrative Agent in its Permitted Discretion, each of UPOS and UPOS GP may dissolve, so long as
their assets are transferred or otherwise assigned to TMK NSG; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by
Section 6.04.” 
 (c)    Upon the consummation of the transactions described in
Section 6.04(a)(iv)(1) and (a)(iv)(2), each reference to (i) “IPSCO Kentucky” in the Credit Agreement and the other Loan Documents shall mean IPSCO Tubulars (KY), L.L.C., a Delaware limited liability
company, and (ii) “Ultra” in the Credit Agreement and the other Loan Documents shall be a reference to ULTRA Premium Services, L.L.C., a Delaware limited liability company. 

(d)    Schedule 3.05 to the Credit Agreement is hereby deleted in its entirety and replaced with Revised
Schedule 3.05, 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)     (i) neither UPOS nor UPOS GP owns or holds any assets, other than their respective Equity Interests in Ultra,
which such Equity Interests will be canceled automatically and without further action upon consummation of the merger of Ultra with and into New Ultra, pursuant to and in accordance with Section 6.03(a) of the Loan
Agreement, and (ii) no Collateral shall be transferred, sold, assigned, or otherwise disposed of by UPOS or UPOS GP in connection with or as a result of the dissolution of UPOS and UPOS GP pursuant to and in accordance with
Section 6.03(a) of the Loan Agreement; 

  
 FIRST
AMENDMENT TO CREDIT AGREEMENT 








 (b)    the representations and warranties contained in the Credit Agreement
(as amended hereby) 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;

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

(b)    The Loan Parties shall have delivered to the Administrative Agent an updated Exhibit G to the Security
Agreement, in form and substance satisfactory to Administrative Agent in its Permitted Discretion; 
 (c)    The Loan
Parties shall have delivered to the Administrative Agent a replacement stock certificate representing the Equity Interests of TMK IPSCO Canada held by IPSCO, together with an undated stock power for such stock certificate executed in blank by a duly
authorized officer of IPSCO, in form and substance satisfactory to Administrative Agent in its Permitted Discretion; and 

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

  
 FIRST
AMENDMENT TO CREDIT AGREEMENT 








 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. 
 (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  

  
 FIRST
AMENDMENT TO CREDIT AGREEMENT 








 
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 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] 

  
 FIRST
AMENDMENT TO CREDIT AGREEMENT 








 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/ Peter Dimitri Galitzine

		 	Name:	 	Peter Dimitri Galitzine
		 	Title:	 	Chairman & Chief Executive Officer
	
	TMK IPSCO INTERNATIONAL, L.L.C., a Delaware limited liability company
		
	By	 	 /s/ Peter Dimitri Galitzine

		 	Name:	 	Peter Dimitri Galitzine
		 	Title:	 	Chairman & Chief Executive Officer
	
	IPSCO KOPPEL TUBULARS, L.L.C., a Delaware limited liability company
		
	By	 	 /s/ Peter Dimitri Galitzine

		 	Name:	 	Peter Dimitri Galitzine
		 	Title:	 	Chairman & Chief Executive Officer
	
	IPSCO TUBULARS (KY) INC., a Kentucky corporation
		
	By	 	 /s/ Peter Dimitri Galitzine

		 	Name:	 	Peter Dimitri Galitzine
		 	Title:	 	Chairman & Chief Executive Officer


 [continued on next page] 

  

SIGNATURE PAGE TO FIRST AMENDMENT TO
CREDIT AGREEMENT 








 
					
	ULTRA PREMIUM OILFIELD SERVICES, LTD., a Kentucky limited partnership
		
	By:	 	UPOS GP, L.L.C., its general partner
		
	By:	 	TMK NSG, L.L.C., a Delaware limited
		 	liability company, its sole member
		
	By	 	 /s/ Peter Dimitri Galitzine

		 	Name:	 	Peter Dimitri Galitzine
		 	Title:	 	Chairman & Chief Executive Officer
	
	OTHER LOAN PARTIES:
	
	TMK NSG, L.L.C., a Delaware limited liability company
		
	By	 	 /s/ Peter Dimitri Galitzine

		 	Name:	 	Peter Dimitri Galitzine
		 	Title:	 	Chairman & Chief Executive Officer
	
	UPOS, L.L.C., a Kentucky limited liability company
		
	By:	 	TMK NSG, L.L.C., a Delaware limited liability company, its sole member
		
	By	 	 /s/ Peter Dimitri Galitzine

		 	Name:	 	Peter Dimitri Galitzine
		 	Title:	 	Chairman & Chief Executive Officer
	
	UPOS GP, L.L.C., a Kentucky limited liability company
		
	By:	 	TMK NSG, L.L.C., a Delaware limited liability company, its sole member
		
	By	 	 /s/ Peter Dimitri Galitzine

		 	Name:	 	Peter Dimitri Galitzine
		 	Title:	 	Chairman & Chief Executive Officer


 [continued on next page] 

  

SIGNATURE PAGE TO FIRST 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 FIRST AMENDMENT TO
CREDIT AGREEMENT 








 
					
	LENDERS:
	
	BANK OF AMERICA, N.A., as a Lender
		
	By	 	 /s/ Lauren Trussell

		 	Name:	 	Lauren Trussell            
		 	Title:	 	Vice President            



  

SIGNATURE PAGE TO FIRST 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	  	
		
	8216 Miller Rd. No. 3	  	
	Houston, TX 77049	  	
		
	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	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Argentina	  	P130104348	 	Pending	 	26-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Australia	  	2013352493	 	Allowed	 	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Australia	  	2016201258	 	Pending	 	26-Feb-16
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Bolivia	  	SP-0365-2013	 	Pending	 	27-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Brazil	  	BR 112015012235-3	 	Pending	 	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Brazil	  	BR1320160073552	 	Pending	 	1-Apr-16
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Canada	  	2,892,670	 	Pending	 	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	China	  	ZL201380062028.1	 	Granted	 	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Colombia	  	16379	 	Granted	 	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Gulf Cooperation Council	  	2013/25868	 	Pending	 	26-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Gulf Cooperation Council	  	2016/30921	 	Pending	 	29-Feb-16
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Hong Kong	  	16101086.5	 	Pending	 	29-Jan-16
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Indonesia	  	P-00201503856	 	Pending	 	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Japan	  	2015-545142	 	Pending	 	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Korea	  	10-2015-7017131	 	Pending	 	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Malaysia	  	2015001388	 	Pending	 	25-Nov-13









											
	Ultra	  	 Tubular Connection with Helically

Extending Torque Shoulder
	  	Mexico	  	MX/a/2015/006702	  	Pending	  	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Nigeria	  	4166	  	Granted	  	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Poland	  	P-412632	  	Pending	  	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Russia	  	2015124379	  	Pending	  	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Russia	  	2016107427	  	Pending	  	1-Mar-16
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Saudi Arabia	  	515360482	  	Pending	  	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Singapore	  	11201504148X	  	Pending	  	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Thailand	  	1501002842	  	Pending	  	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Ukraine	  	201505488	  	Pending	  	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	United Arab Emirates	  		  	Pending	  	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	United Kingdom	  	2524675	  	Granted	  	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	United Kingdom	  	1602961.3	  	Pending	  	19-Feb-16
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	United States of America	  	9,677,346	  	Granted	  	25-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	United States of America	  	2014/0145433	  	Pending	  	18-Feb-16
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Uruguay	  	35.15	  	Pending	  	28-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Venezuela	  	2013-1491	  	Pending	  	28-Nov-13
						
	Ultra	  	 Tubular Connection with Helically
 Extending
Torque Shoulder
	  	Vietnam	  	1-2015-01898	  	Pending	  	25-Nov-13
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Argentina	  	P120101789	  	Pending	  	18-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Australia	  	2012259032	  	Pending	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Bolivia	  	SP-0162-2012	  	Pending	  	17-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Brazil	  	BR112013027618-5	  	Pending	  	21-May-12









											
	Ultra	  	 Tubular Connection and Associated

Thread Form
	  	Canada	  	2,834,586	  	Pending	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Chile	  	3323-2013	  	Pending	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	China	  	ZL201280024836.4	  	Granted	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Colombia	  	6435	  	Granted	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Eurasian Patent Organization	  	201301285	  	Pending	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	European Patent Convention	  	12724267.5	  	Pending	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Gulf Cooperation Council	  	2012/21202	  	Pending	  	6-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Hong Kong	  	14107151.4	  	Granted	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Indonesia	  	W-00201306039	  	Pending	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Japan	  	2014-512909	  	Granted	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Japan	  	2016-228078	  	Pending	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Malaysia	  	PI 2013004087	  	Pending	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Mexico	  	340,698	  	Granted	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	New Zealand	  	616778	  	Granted	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Nigeria	  	1611	  	Granted	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Singapore	  	194916	  	Granted	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	South Africa	  	2013/07957	  	Pending	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Ukraine	  	a2013-15154	  	Pending	  	21-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	United States of America	  	2012/0298249	  	Pending	  	24-May-11
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	United States of America	  	2017/0146160	  	Pending	  	2-Feb-17
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Uruguay	  	34089	  	Pending	  	23-May-12









											
	Ultra	  	 Tubular Connection and Associated

Thread Form
	  	Venezuela	  	00678-2012	  	Pending	  	24-May-12
						
	Ultra	  	 Tubular Connection and Associated
 Thread
Form
	  	Vietnam	  	1-2013-03931	  	Pending	  	21-May-12
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Argentina	  	P140100276	  	Pending	  	29-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Australia	  	2014215661	  	Allowed	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Australia	  	2017202254	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Bolivia	  	SP00033-2014	  	Pending	  	4-Feb-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Brazil	  	BR112015018602-5	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Canada	  	2,900,152	  	Granted	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	China	  	201480007175.3	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Colombia	  	15-207915	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Gulf Cooperation Council	  	2014/26359	  	Pending	  	2-Feb-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Hong Kong	  	16103831.9	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Indonesia	  	P-00201505377	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Japan	  	2015-556081	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Korea	  	10-2015-7021061	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Malaysia	  	2015001944	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Mexico	  	MX/a/2015/009814	  	Allowed	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Nigeria	  	NG/PT/C/2015/1349	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Russia	  	2015137167	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Saudi Arabia	  	515360848	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Singapore	  	10201604647X	  	Pending	  	28-Jan-14









											
	Ultra	  	 Tubular Connection Center

Shoulder Seal
	  	Singapore	  	11201506085X	  	Granted	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Thailand	  	1501004413	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Ukraine	  	A 2015 07421	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	United Arab Emirates	  	P986/15	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	United Kingdom	  	1702614.7	  	Pending	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	United Kingdom	  	GB2526963B	  	Granted	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	United States of America	  	9,388,925	  	Granted	  	28-Jan-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	United States of America	  	2016/0281441	  	Pending	  	10-Jun-16
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Uruguay	  	35303	  	Pending	  	4-Feb-14
						
	Ultra	  	 Tubular Connection Center
 Shoulder
Seal
	  	Vietnam	  	1-2015-03082	  	Pending	  	28-Jan-14
						
	Ultra	  	Tubular Connection	  	Argentina	  	AR016813	  	Granted	  	10-Aug-98
						
	Ultra	  	Tubular Connection	  	United States of America	  	6,322,110	  	Granted	  	10-Aug-98
						
	Ultra	  	Sealing System	  	United States of America	  	5,765,836	  	Granted	  	16-Jul-97
						
	Ultra	  	Sealing System	  	United States of America	  	6,041,487	  	Granted	  	6-May-98
						
	Ultra	  	Curvilinear Sealing System	  	United States of America	  	62/505,262	  	Provisional	  	12-May-17
						
	Ultra	  	 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	  	 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	  	 Differential Quench Method and

Apparatus
	  	United States of America	  	6,374,901	  	Granted	  	9-Jul-99
						
	Ultra	  	Coiler Drum with Raised Surfaces	  	United States of America	  	7,237,414	  	Granted	  	3-Jul-07
						
	Ultra	  	High-Strength MicroAlloy Steel	  	United States of America	  	7,220,325	  	Granted	  	2-Oct-03









											
	Ultra	  	 Process For Making

High-Strength MicroAlloy
 Steel
	  	United States of America	  	6,682,613	  	Granted	  	3-Apr-02
						
	Ultra	  	 Swaged Pin End of Pipe
 Connection
	  	United States of America	  	6,024,646	  	Granted	  	2-Oct-97
						
	Ultra	  	 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	  	 Differential-Quench Method and

Apparatus
	  	United States of America	  	6,374,901	  	Granted	  	9-Jul-99
						
	Ultra	  	 Differential-Quench Method and

Apparatus
	  	United States of America	  	6,557,622	  	Granted	  	19-Feb-02
						
	Ultra	  	Tubular Connection	  	United States of America	  	6,322,110	  	Granted	  	10-Aug-98
						
	Ultra	  	 Method for Producing Sealing
 Surfaces on a
Tubular Member
	  	United States of America	  	6,041,487	  	Granted	  	6-May-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 Premium Oilfield Services, Ltd.
					
	 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 Premium Oilfield Services, Ltd.
					
	 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 Premium Oilfield Services, Ltd.
					
	Existing drawings of produced products of the ULT product line.	  	V3535D500	  	28-Feb-06	  	United States	  	Ultra Premium Oilfield Services, Ltd.
					
	Manufacturing and quality control specifications for the products of the ULT product line.	  	V3535D500	  	28-Feb-06	  	United States	  	Ultra Premium Oilfield Services, Ltd.
					
	Marketing literature for the products of the ULT product line.	  	V3535D500	  	28-Feb-06	  	United States	  	Ultra Premium Oilfield Services, Ltd.

 Copyright Applications 

None.