EX-10.2



 







Exhibit 10.2




JOINDER AGREEMENT 

AND

AMENDMENT NO. 5 TO FINANCING AGREEMENT




     This JOINDER AGREEMENT AND AMENDMENT NO. 5 TO FINANCING AGREEMENT, dated as of July 19, 2006
(this “Agreement”), is made by and among THE CIT GROUP/BUSINESS CREDIT, INC. a New York
corporation, with an office located at 505 Fifth Avenue, New York, New York 10017 (“CIT”),
CIT as agent for the Lenders (the “Agent”), any other party which now or hereafter becomes a lender
hereunder (collectively the “Lenders”), NEWPORT STEEL CORPORATION, a Kentucky corporation
(“Newport” and individually, a “Company”), and KOPPEL STEEL CORPORATION, a Pennsylvania corporation
(“Koppel”, and individually a “Company” and collectively Newport and Koppel, the “Companies”), and
the New Company identified in the Recitals below.



RECITALS:




     A. The Companies and CIT are parties to that certain Financing Agreement dated as of March 29,
2002, as amended from time to time (as so amended, the “Financing Agreement”), pursuant to
which, among other things, CIT has extended to the Companies Revolving Loans, subject to the terms
and conditions set forth therein. Capitalized terms used in this Agreement and not specifically
defined herein shall have the meanings given to such terms in the Financing Agreement.



     B. The Companies have requested that the Required Lenders consent to the acquisition of
substantially all of the assets of Fishing Tools Specialty, L.P., a Texas limited partnership d/b/a
Curley’s Fishing Tools Specialty and f/k/a Fishing Tools Specialty, Inc., in accordance with
Section 6.4(e)(iii) of the Financing Agreement (the “Acquisition”) by Ultra Premium
Oilfield Services, Ltd., a Kentucky limited partnership and a newly formed entity (“New
Company”), the general partner of which is UPOS GP, L.L.C., a Kentucky limited liability
company and a newly formed entity and wholly-owned subsdiary of Parent (the “General
Partner”), and the limited partner of which is UPOS, L.L.C., a Kentucky limited liability
company and a newly formed entity and wholly-owned subsdiary of Parent (“Limited Partner”).



     C. The Agent and the Required Lenders hereby consent to the Acquisition provided that the
Companies, the New Company, Agent and the Lenders enter into this Agreement.



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



 









 





ARTICLE I — JOINDER




     1.1 Joinder. The New Company hereby joins in, assumes, adopts and becomes a co-debtor
and a co-obligor with respect to all Obligations under the Financing Agreement and all of the other
Loan Documents. All references to a “Company” contained in the Financing Agreement and the other
Loan Documents shall, for all purposes, refer to and include the New Company. The New Company
hereby agrees to all of the terms and conditions contained in the Financing Agreement and the other
Loan Documents with the same legal effect as if the New Company were an original signatory thereto,
including, without limitation, the grant to CIT a continuing general lien upon, and security
interest in, all of the Collateral in which the New Company has rights, provided that the New
Company shall not be required to grant a lien on, or security interest in, any of its real
property. Without limiting the generality of the foregoing, the New Company agrees that it shall
be, together with the other Companies, jointly and severally liable for all present and future
Obligations.



     1.2 Consent to Joinder. The Companies, Agent and Lenders consent to the joinder of
the New Company to the Financing Agreement and all of the other Loan Documents, as more fully
described in Section 1.1 above.



ARTICLE II — REPRESENTATIONS AND WARRANTIES




     The Companies hereby represent and warrant to Agent and the Lenders as follows:



     2.1 Compliance with the Financing Agreement and Other Loan Documents. After giving
effect to this Agreement, the Companies are in compliance with all of the terms and provisions set
forth in the Financing Agreement and the other Loan Documents, and no Default or Event of Default
has occurred and remains outstanding under the Financing Agreement.



     2.2. Representations in Financing Agreement and other Loan Documents. After giving
effect to this Agreement, the representations and warranties of the Companies set forth in the
Financing Agreement and the other Loan Documents (other than representations and warranties that by
their terms apply only to a prior date) are true and correct in all material respects. Without
limiting the generality of the foregoing, the New Company hereby confirms to CIT that all
representations and warranties made by the Companies set forth in Section 7 of the
Financing Agreement, to the extent applicable to the New Company, are true, correct and complete as
of the date hereof.



ARTICLE III — CONDITIONS PRECEDENT




     This Agreement shall become effective and be deemed effective as of the date hereof upon
Agent’s receipt of this Agreement, duly executed by the Companies and the New Company, provided
that Availability with respect to the New Company shall not be available until the satisfaction of
the following conditions precedent:



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     (a) the satisfaction (or waiver by Agent) of each of the conditions set forth in Section
2.1(a), (b), (c), (d), (e), (f), (l),
(n), and (p) of the Financing Agreement, to the extent applicable to the New
Company; and



     (b) the New Company, Companies, Agent and National City Bank shall execute an amendment to the
Lockbox Agreement in form and substance reasonably satisfactory to Agent.



ARTICLE
IV — AMENDMENTS




          4.1 Amendment to Schedule 7.1. Schedule 7.1 is amended by adding thereto the
following information with respect to the New Company:




	 	 	 	 	 	 	 
	Exact Name of Company:	 	State of Formation:	 	F.E.I.N.	 	State Organizational No.
	 
	 	 	 	 	 	 
	Ultra Premium Oilfield Services, Ltd.
	 	Kentucky	 	87-0775735	 	0642486






Address of Chief Executive Office of Company:




3333 Brazos Street

Odessa, TX 78764




          4.2 Amendment to Section 7.10(ii). Section 7.10(ii) of the Financing
Agreement is amended and restated in its entirety to read as follows:





     “(ii) purchase, make expenditures for, lease pursuant to a Capital Lease or otherwise
incur obligations with respect to Capital Expenditures (whether subject to a security
interest or otherwise) during any Fiscal Year of the Companies in an aggregate amount
exceeding $20,000,000, provided that for the period commencing July 1, 2006 and ending
December 31, 2007 said amount in the aggregate may exceed $20,000,000 but not exceed
$200,000,000, and provided further that the purchase price paid in connection with the
Acquisition (as defined in that certain Joinder Agreement and Amendment No. 5 to Financing
Agreement) shall not be subject to or counted toward such limitation.”



ARTICLE V — MISCELLANEOUS




     5.1. Full Force and Effect. Except as expressly amended hereby, the Financing
Agreement shall continue unmodified and in full force and effect, and shall apply with such force
and effect to this Agreement. As used in the Financing Agreement, “hereinafter”, “hereto”,
“hereof” or words of similar import, shall, unless the context otherwise requires, mean the
Financing Agreement as amended by this Agreement.



     5.2 Ratification and Confirmation. The Companies hereby (a) ratify all of their
liabilities and obligations under the Financing Agreement and the other Loan Documents, and (b)
confirm that such liabilities and obligations remain unmodified and in full force and effect,
notwithstanding the addition of the New Company as a borrower under the Financing Agreement and the
execution and delivery of this Agreement by the parties hereto.



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     5.3 Grant of Security Interest. As security for the Obligations, the New Company
hereby grants to CIT a first and exclusive lien upon, and security interest in, all of the
Collateral in which the New Company has rights (excluding any real property owned or leased by the
New Company).



     5.4 Applicable Law. This Agreement shall be governed by and construed in accordance
with the internal laws and judicial decisions of the State of Illinois.



     5.5 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall constitute an original, but all of which when taken together shall constitute but one
and the same instrument.



     5.6 Expenses. The Companies shall reimburse Agent for all reasonable legal fees and
expenses, all recordation, filing, survey and other fees and expenses incurred by Agent in
connection with the preparation, negotiation, execution and delivery of this Agreement and all
other agreements and documents or contemplated hereby.



     5.7 Headings. The headings in this Agreement are for the purpose of reference only
and shall not affect the construction of this Agreement.



[Signature page follows]




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[Signature page to Joinder and Amendment No. 5]




	 	 	 	 	 	 	 	 	 
	COMPANIES:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NEWPORT STEEL CORPORATION, a	 	 	 	KOPPEL STEEL CORPORATION, a
	Kentucky corporation	 	 	 	Pennsylvania corporation
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Thomas J. Depenbrock
	 	 	 	By:
	 	/s/ Thomas J. Depenbrock
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Thomas J. Depenbrock
	 	 	 	Name:
	 	Thomas J. Depenbrock
	Title:

	 	Vice President
	 	 	 	Title:
	 	 Vice President
	 
	 	 	 	 	 	 	 	 
	AGENT and LENDERS:	 	 	 	 	 	 
	 	 	 	 	New Company:
	THE CIT GROUP/BUSINESS CREDIT,	 	 	 	ULTRA PREMIUM OILFIELD
	INC., as Agent and a Lender	 	 	 	SERVICES, LTD., a Kentucky limited
	 	 	 	 	partnership
	By:	 	/s/ James D. Anderson	 	 	 	By: UPOS GP, L.L.C., a Kentucky limited
	 

	 	 	 	 	 	 	 	 
	Name:	 	James D. Anderson	 	 	 	liability company
	Title:	 	Senior Vice President	 	 	 	Its: General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Thomas J. Depenbrock
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Thomas J. Depenbrock
	 

	 	 	 	 	 	Title:
	 	 Vice President
	 
	 	 	 	 	 	 	 	 
	LASALLE BUSINESS CREDIT, LLC,	 	 	 	 	 	 
	as Lender	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Susan M. Davis	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Susan M. Davis	 	 	 	 	 	 
	Title:

	 	Vice President	 	 	 	 	 	 






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          The undersigned Guarantors hereby acknowledge the foregoing amendments to the Financing
Agreement, and confirm and agree with the Agent and the Lenders that the guaranty executed by the
undersigned in connection with the Financing Agreement remains unmodified and in full force and
effect notwithstanding such amendments, and that such guaranty shall continue to apply and extend
to all loans made by the Lenders to the Companies under the Financing Agreement.




	 	 	 	 	 	 	 
	 	 	NS GROUP, INC., a Kentucky corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas J. Depenbrock	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas J. Depenbrock	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	 530 W. Ninth Street	 	 
	 

	 	 	 	Newport, Kentucky 41071	 	 
	 
	 	 	 	 	 	 
	 	 	ERLANGER TUBULAR CORPORATION, an
	 	 	Oklahoma corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas J. Depenbrock	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas J. Depenbrock	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	 530 W. Ninth Street	 	 
	 

	 	 	 	Newport, Kentucky 41071	 	 
	 
	 	 	 	 	 	 
	 	 	NORTHERN KENTUCKY MANAGEMENT,
	 	 	INC., a Kentucky corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas J. Depenbrock	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas J. Depenbrock	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	 530 W. Ninth Street	 	 
	 

	 	 	 	Newport, Kentucky 41071	 	 







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