exv4w2



 






[FACE OF NOTE]



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT WITHIN THE
LATER OF (X) TWO YEARS AFTER THE LATEST ORIGINAL ISSUE DATE OF THIS SECURITY AND (Y) THREE MONTHS
AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 ADOPTED UNDER THE SECURITIES
ACT) OF THE ISSUER, RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK
ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER; (B) UNDER A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A ADOPTED UNDER THE
SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED
INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY
TRANSFER OF THIS SECURITY WITHIN THE LATER OF (X) TWO YEARS AFTER THE LATEST ISSUE DATE OF THIS
SECURITY AND (Y) THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144
ADOPTED UNDER THE SECURITIES ACT) OF THE ISSUER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT TO THE INDENTURE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.




 









 








MAVERICK TUBE CORPORATION

1.875% Convertible Senior Subordinated Notes due 2025




			
	No. 1
	 	$220,000,000
	CUSIP No. 577914 AC 8	 	 






     Maverick Tube Corporation, a corporation duly organized and validly existing under the laws of
the State of Delaware (herein called the “Company,” which term includes any successor corporation
under the Indenture referred to on the reverse hereof), for value received hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of two hundred twenty million Dollars or
such other principal amount as shall be set forth on the Schedule I hereto on November 15, 2025,
and Additional Interest in the manner, at the rates and to the persons set forth in the
Registration Rights Agreement.



     This Note shall bear interest at the rate of 1.875% per year from November 15, 2005, or from
the most recent date to which interest had been paid or provided. Interest is payable
semi-annually in arrears on each May 15 and November 15, commencing May 15, 2006, to holders of
record at the close of business on the preceding May 1 and November 1, respectively. Interest
payable on each Interest Payment Date shall equal the amount of interest accrued from and including
the immediately preceding Interest Payment Date (or from and including November 15, 2005 if no
interest has been paid hereon) to but excluding such Interest Payment Date.



     The payment of the principal of and interest, including any Additional Interest, on each and
all of the Notes and any other payment in respect of the Notes, including the payment of any
Principal Return in cash upon conversion or any payment on account of the acquisition or redemption
of Notes by the Company (a) is subordinated, to the extent and in the manner provided in Article IV
of the Indenture, to the prior payment in full of all Senior Indebtedness, whether outstanding at
the date of the Indenture or thereafter created, incurred, assumed or guaranteed and (b) shall rank
pari passu with respect to the payment right under the 2033 Notes. The subordination provisions of
the Indenture are for the benefit of the holders of Senior Indebtedness.



     Payment of the principal of and interest, including any Additional Interest, accrued on this
Note shall be made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, or, at the option of the holder of this Note, at the
Corporate Trust Office, in such lawful money of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts; provided, however,
interest, including Additional Interest, if any, may be paid by check mailed to such holder’s
address as it appears in the Note register; provided further, however, that, with respect to any
Noteholder with an aggregate principal amount in excess of $1,000,000, at the application of such
holder in writing to the Company, interest, including Additional Interest, if any, on such holder’s
Notes shall be paid by wire transfer in immediately available funds to such holder’s account in the
United States supplied by such holder from time to time to the Trustee and Paying Agent (if
different from the Trustee) not later than the applicable record date; provided that any payment to
the Depositary or its nominee shall be paid by wire transfer in immediately available



2









 







funds in accordance with the wire transfer instruction supplied by the Depositary or its
nominee from time to time to the Trustee and Paying Agent (if different from Trustee).



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
including, without limitation, provisions giving the holder of this Note the right to convert this
Note into Common Stock or cash and Common Stock, if any, of the Company on the terms and subject to
the limitations referred to on the reverse hereof and as more fully specified in the Indenture.
Such further provisions shall for all purposes have the same effect as though fully set forth at
this place.



     This Note shall be deemed to be a contract made under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of the State of New York applicable
to contracts entered into and to be performed therein.



     This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the Trustee or a duly authorized
authenticating agent under the Indenture.



[Remainder of page intentionally left blank]




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[REVERSE OF NOTE]




MAVERICK TUBE CORPORATION

1.875% Convertible Senior Subordinated Notes due 2025




     This Note is one of a duly authorized issue of Notes of the Company, designated as its 1.875%
Convertible Senior Subordinated Notes due 2025 (herein called the “Notes”), issued under and
pursuant to an Indenture dated as of November 15, 2005 (herein called the “Indenture”), between the
Company and The Bank of New York Trust Company, N.A. (herein called the “Trustee”), to which
Indenture and all indentures supplemental thereto reference is hereby made for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Notes. Additional Notes may be issued in an unlimited aggregate
principal amount, subject to certain conditions specified in the Indenture.



     In case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of, premium, if any, and interest, including Additional Interest, if any,
on all Notes may be declared, and upon said declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.



     Subject to the terms and conditions of the Indenture, the Notes may be redeemed at the
election of the Company, in whole or in part, on November 15, 2013 at a price equal to 100.25% of
the principal amount of the Notes being redeemed, plus accrued and unpaid interest and Additional
Interest, if any. After November 15, 2013, the Company shall have the right to redeem the Notes,
in whole or from time to time in part, at a price equal to 100% of the principal amount of the
Notes being redeemed, plus accrued and unpaid interest and Additional Interest, if any. Any such
redemption shall be upon at least 30 days and no more than 60 days notice to holders of the Notes.



     Subject to the terms and conditions of the Indenture, the Company will make all payments and
deliveries in respect of the Fundamental Change Repurchase Price, the Put Right Purchase Price and
the principal amount on the Maturity Date, as the case may be, to the holder who surrenders a Note
to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash
amounts in money of the United States that at the time of payment is legal tender for payment of
public and private debts.



     The Indenture contains provisions permitting the Company and the Trustee in certain
circumstances, without the consent of the holders of the Notes, and in other circumstances, with
the consent of the holders of not less than a majority in aggregate principal amount of the Notes
at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights of the holders of
the Notes; provided, however, that no such supplemental indenture shall make any of the changes set
forth in Section 11.02 of the Indenture, without the consent of each holder of an outstanding Note
affected thereby. It is also provided in the Indenture that, prior to any declaration accelerating
the maturity of the Notes, the holders of a majority in aggregate principal amount of the Notes at
the time outstanding may on behalf of the holders of all of the



4









 







Notes waive any past default or Event of Default under the Indenture and its consequences
except as provided in the Indenture. Any such consent or waiver by the holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all
future holders and owners of this Note and any Notes which may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made upon this Note or
such other Notes.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and accrued and unpaid interest, including Additional Interest, if
any, on this Note at the place, at the respective times, at the rate and in the lawful money herein
prescribed.



     The Notes are issuable in registered form without coupons in denominations of $1,000 principal
amount and integral multiples thereof. At the office or agency of the Company referred to on the
face hereof, and in the manner and subject to the limitations provided in the Indenture, without
payment of any service charge but with payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration or exchange of Notes,
Notes may be exchanged for a like aggregate principal amount of Notes of other authorized
denominations.



     The Notes are not subject to redemption through the operation of any sinking fund.



     Upon the occurrence of a Fundamental Change, the holder has the right, at such holder’s
option, to require the Company to repurchase all of such holder’s Notes or any portion thereof (in
principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Purchase Date
at a price equal to 100% of the principal amount of the Notes such holder elects to require the
Company to repurchase, together with accrued and unpaid interest, including accrued and unpaid
Additional Interest, if any, to but excluding the Fundamental Change Purchase Date. The Company
or, at the written request of the Company, the Trustee shall mail to all holders of record of the
Notes a notice of the occurrence of a Fundamental Change and of the repurchase right arising as a
result thereof on or before the twentieth day after the occurrence of any Fundamental Change.



     On November 15, 2013, November 15, 2015 and November 15, 2020, the holder has the right, at
such holder’s option, to require the Company to repurchase all of such holder’s Notes or any
portion thereof (in principal amounts of $1,000 or integral multiples thereof) at a price equal to
100% of the principal amount of the Notes such holder elects to require the Company to repurchase,
together with accrued and unpaid interest, including accrued and unpaid Additional Interest, if
any, to but excluding the Put Right Purchase Date, except purchases on November 15, 2013 will be
made at a price equal to 100.25% of the principal amount of the Notes, together with any accrued
and unpaid interest. Holders shall submit their Notes for repurchase to the Paying Agent at any
time from the opening of business on the date that is 25 Business Days prior to the applicable Put
Right Purchase Date until the close of business on the fifth Business Day prior to the Put Right
Purchase Date.



5









 





     Subject to the provisions of the Indenture, the holder hereof has the right, at its option, on
and after August 15, 2013, or earlier upon the occurrence of certain conditions specified in the
Indenture and prior to the close of business on the Trading Day immediately preceding the Maturity
Date, to convert any Notes or portion thereof which is $1,000 or an integral multiple thereof, into
cash and, if applicable, shares of Common Stock, in each case at the Conversion Rate specified in
the Indenture, as adjusted from time to time as provided in the Indenture, upon surrender of this
Note, together with a Notice of Conversion, a form of which is attached to the Note, as provided in
the Indenture and this Note, to the Company at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, or at the option of such holder,
the Corporate Trust Office, and, unless the shares issuable on conversion are to be issued in the
same name as this Note, duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the holder or by his duly authorized attorney. The
initial Conversion Rate shall be 24.6406 shares for each $1,000 principal amount of Notes. No
fractional shares of Common Stock will be issued upon any conversion, but an adjustment in cash
will be paid to the holder, as provided in the Indenture, in respect of any fraction of a share
which would otherwise be issuable upon the surrender of any Note or Notes for conversion. No
adjustment shall be made for dividends or any shares issued upon conversion of such Note except as
provided in the Indenture.



     Upon due presentment for registration of transfer of this Note at the office or agency of the
Company in the Borough of Manhattan, The City of New York, a new Note or Notes of authorized
denominations for an equal aggregate principal amount will be issued to the transferee in exchange
thereof, subject to the limitations provided in the Indenture, without charge except for any tax,
assessments or other governmental charge imposed in connection therewith.



     The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and
any Note Registrar may deem and treat the registered holder hereof as the absolute owner of this
Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the Trustee nor any other
authenticating agent nor any Paying Agent nor any other Conversion Agent nor any Note Registrar
shall be affected by any notice to the contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid, satisfy and discharge liability for
monies payable on this Note.



     No recourse for the payment of the principal of, or any premium, or accrued and unpaid
interest, including Additional Interest, if any, on, this Note, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any Note, or because of
the creation of any indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer, director or subsidiary, as such, past, present or future, of
the Company or of any successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived and released.



6









 





Business Days prior to any intended distribution of Registrable Securities under the Shelf
Registration Statement.




     (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages,
and that it would not be feasible to ascertain the extent of such damages with precision, if:




     (i) a Shelf Registration Statement has not been filed on or prior to the Filing
Deadline;




     (ii) a Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline;




     (iii) the aggregate duration of a Deferral Period exceeds the number of days permitted
in respect of such period pursuant to Section 3(h) hereof; or




     (iv) the aggregate number of days comprising all Deferral Periods in any consecutive 12
month period exceeds the number of days permitted in respect of such consecutive 12 month
period pursuant to Section 3(h) hereof.


Each event described in any of the foregoing clauses (i) through (iv) is individually referred to
herein as a “Registration Default.” For purposes of this Agreement, each Registration Default set
forth above shall begin and end on the dates set forth in the table set forth below:




	 	 	 	 	 
	Type of	 	 	 	 
	Registration	 	 	 	 
	Default by	 	 	 	 
	Clause	 	Beginning Date	 	Ending Date
	(i)

	 	Filing Deadline
	 	the date a Shelf
Registration
Statement is filed
	 
	 	 	 	 
	(ii)

	 	Effectiveness Deadline
	 	the date a Shelf Registration
Statement becomes effective under the Securities Act
	 
	 	 	 	 
	(iii)

	 	the date on which the
aggregate duration of
a Deferral Period
exceeds the number of
days permitted by
Section 3(h)
	 	termination of the
Deferral Period that
caused the limit on
the aggregate
duration of such
Deferral Period to
be exceeded
	 
	 	 	 	 
	(iv)

	 	the date on which the
aggregate number of
days comprising all
Deferral Periods in
any consecutive 12
month period exceeds
the number of days
permitted by Section
3(h)
	 	termination of the
Deferral Period that
caused the aggregate
number of days
comprising all
Deferral Periods in
any consecutive 12
month period to
exceed the number of
days permitted by
Section 3(h)






6









 





For purposes of this Agreement, Registration Defaults shall begin on the dates set forth in
the table above and shall continue until the ending dates set forth in the table above.




     Commencing on (and including) any date that a Registration Default has begun and ending on
(but excluding) the next date on which there are no Registration Defaults that have occurred and
are continuing (a “Registration Default Period”), the Company shall pay to Record Holders of
Securities in respect of each day in the Registration Default Period, (i) additional interest in
respect of any Security, at a rate per annum equal to 0.25% of the aggregate principal amount of
such Security for the first 90 days of the Registration Default Period and (ii) additional interest
in respect of any Security, at a rate per annum equal to 0.5% of the aggregate principal amount of
such Security (together with additional interest described in (i) above, the “Additional Interest
Amount”) after the first 90 days of the Registration Default Period. Notwithstanding the
foregoing, no Additional Interest Amount shall accrue as to any Registrable Security from and after
the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of
the Effectiveness Period. The rate of accrual of the Additional Interest Amount with respect to
any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence
of multiple concurrent Registration Defaults.



     The Additional Interest Amount shall accrue from the first day of the applicable Registration
Default Period, and shall be payable on each Interest Payment Date during the Registration Default
Period (and on the Interest Payment Date next succeeding the end of the Registration Default Period
if the Registration Default Period does not end on a Interest Payment Date) to the Record Holders
of the Registrable Securities entitled thereto; provided that any Additional Interest Amount
accrued with respect to any Security or portion thereof redeemed by the Company on a redemption
date or purchased by the Company on a repurchase date prior to the Interest Payment Date, shall, in
any such event, be paid instead to the Holder who submitted such Security or portion thereof for
redemption, purchase or conversion on the applicable redemption date, repurchase date or conversion
date, as the case may be, on such date (or promptly following the conversion date, in the case of
conversion), unless the redemption date or the repurchase date, as the case may be, falls after May
1 or November 1 and on or prior to the corresponding Interest Payment Date; and provided further,
that such Additional Interest Amount shall be paid only to Notice Holders. The Trustee shall be
entitled, on behalf of registered holders of Securities or Underlying Common Stock, to seek any
available remedy for the enforcement of this Agreement, including, in the case of the Securities,
for the payment of such Additional Interest Amount. Notwithstanding the foregoing, the parties
agree that the sole damages payable for a violation of the terms of this Agreement with respect to
which additional interest is expressly provided shall be such additional interest. Nothing shall
preclude any Holder from pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.



     All of the Company’s obligations set forth in this Section 2(e) that are outstanding with
respect to any Registrable Security at the time such security ceases to be a Registrable Security
shall survive until such time as all such obligations with respect to such security have been
satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)).



     The parties hereto agree that the additional interest provided for in this Section 2(e)
constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable



7









 







Securities by reason of the failure of a Shelf Registration Statement to be filed or declared
effective or available for effecting resales of Registrable Securities in accordance with the
provisions hereof.



     Section 3. Registration Procedures. In connection with the registration obligations of the
Company under Section 2 hereof, the Company shall:



     (a) Before filing any Shelf Registration Statement or Prospectus or any amendments or
supplements thereto with the SEC, furnish to the Initial Purchaser and the Special Counsel of such
offering, if any, copies of all such documents proposed to be filed at least three Business Days
prior to the filing or designation of such Shelf Registration Statement or amendment thereto or
Prospectus or supplement thereto.



     (b) Subject to Section 3(h), prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration Statement as may be necessary to keep such Shelf Registration
Statement continuously effective during the Effectiveness Period; cause the related Prospectus to
be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) under the Securities Act; and use its
reasonable best efforts to comply with the provisions of the Securities Act applicable to it with
respect to the disposition of all securities covered by such Shelf Registration Statement during
the Effectiveness Period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so
supplemented.



     (c) As promptly as practicable give notice to the Notice Holders, the Initial Purchaser and
the Special Counsel, (i) when any Prospectus, prospectus supplement, Shelf Registration Statement
(other than a previously filed registration statement which has been designated as a Shelf
Registration Statement that will be available for use by holders of Registrable Securities) or
post-effective amendment to a Shelf Registration Statement has been filed with the SEC, when any
previously filed shelf registration statement has been designated as a Shelf Registration Statement
for use by Holders of Registrable Securities, and, with respect to a Shelf Registration Statement
(other than a previously filed registration statement which has been designated as a Shelf
Registration Statement that will be available for use by holders of Registrable Securities) or any
post-effective amendment, when the same has been declared effective, (ii) of any request, following
the effectiveness of the initial Shelf Registration Statement under the Securities Act, by the SEC
or any other federal or state governmental authority for amendments or supplements to any Shelf
Registration Statement or related Prospectus or for additional information, (iii) of the issuance
by the SEC or any other federal or state governmental authority of any stop order suspending the
effectiveness of any Shelf Registration Statement or the initiation or threatening of any
proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the occurrence of, but not the nature of or details concerning, a Material Event
and (vi) of the determination by the Company that a post-effective amendment to a Shelf
Registration Statement will be filed with the SEC, which notice may, at the discretion of the
Company (or as required pursuant to Section



8









 




3(h)) state that it constitutes a Deferral Notice, in which event the provisions of Section
3(h) shall apply.




     (d) Use its reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a Shelf Registration Statement or the lifting of any suspension of the
qualification (or exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction in which they have been qualified for sale, in either case at the earliest
possible moment, and provide immediate notice to each Notice Holder and the Initial Purchaser of
the withdrawal of any such order.



     (e) As promptly as practicable furnish to each Notice Holder, the Special Counsel and the
Initial Purchaser, upon request and without charge, at least one conformed copy of each Shelf
Registration Statement and any amendment thereto, including exhibits and all documents incorporated
or deemed to be incorporated therein by reference.



     (f) During the Effectiveness Period, deliver to each Notice Holder, the Special Counsel, if
any, and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a
Shelf Registration Statement, without charge, as many copies of the Prospectus relating to such
Registrable Securities (including each preliminary prospectus) and any amendment or supplement
thereto as such Notice Holder may reasonably request; and the Company hereby consents (except
during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of
such Prospectus or each amendment or supplement thereto by each Notice Holder in connection with
any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or
supplement thereto in the manner set forth therein.



     (g) Prior to any public offering of the Registrable Securities pursuant to a Shelf
Registration Statement, use its reasonable best efforts to register or qualify or cooperate with
the Notice Holders and the Special Counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the United States as any
Notice Holder reasonably requests in writing (which request may be included in the Notice and
Questionnaire); prior to any public offering of the Registrable Securities pursuant to a Shelf
Registration Statement, use its reasonable best efforts to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period in connection with
such Notice Holder’s offer and sale of Registrable Securities pursuant to such registration or
qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary
or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the
manner set forth in the Shelf Registration Statement and the related Prospectus; provided that the
Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities
in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or
(ii) take any action that would subject it to general service of process in suits or to taxation in
any such jurisdiction where it is not then so subject.



     (h) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of a Shelf
Registration Statement or the initiation of proceedings with respect to a Shelf Registration
Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence



9









 







of any event or the existence of any fact (a “Material Event”) as a result of which a Shelf
Registration Statement shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not
misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, or (C) the occurrence
or existence of any pending corporate development that, in the reasonable discretion of the
Company, makes it appropriate to suspend the availability of a Shelf Registration Statement and the
related Prospectus:




     (i) in the case of clause (B) above, as promptly as practicable prepare and file, if
necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration
Statement or a supplement to the related Prospectus or any document incorporated therein by
reference or file any other required document that would be incorporated by reference into
such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement
does not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading,
and such Prospectus does not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, as
thereafter delivered to the purchasers of the Registrable Securities being sold thereunder,
and, in the case of a post-effective amendment to a Shelf Registration Statement, use its
reasonable best efforts to cause it to be declared effective as promptly as is practicable;
and




     (ii) give notice to the Notice Holders, and the Special Counsel, if any, that the
availability of a Shelf Registration Statement is suspended (a “Deferral Notice”).


The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be
resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of
clause (B) above, as soon as, in the sole judgment of the Company, public disclosure of such
Material Event would not be prejudicial to or contrary to the interests of the Company or, if
necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and (z) in the
case of clause (C) above, as soon as in the reasonable discretion of the Company, such suspension
is no longer appropriate. The Company shall be entitled to exercise its right under this Section
3(h) to suspend the availability of a Shelf Registration Statement or any Prospectus, without
incurring or accruing any obligation to pay additional interest pursuant to Section 2(e), for no
more than 60 consecutive days in any 90-day period or an aggregate of 120 days in any consecutive
12-month period, any such period during which the availability of the Shelf Registration Statement
and any Prospectus is suspended (the “Deferral Period”).




     (i) If requested in writing in connection with a disposition of Registrable Securities
pursuant to a Shelf Registration Statement, make reasonably available for inspection during normal
business hours by a representative for the Notice Holders of such Registrable Securities, any
broker-dealers, attorneys and accountants retained by such Notice Holders, and any attorneys or
other agents retained by a broker-dealer engaged by such Notice Holders, all relevant financial and
other records and pertinent corporate documents and properties of the Company and its



10









 







subsidiaries, and cause the appropriate officers, directors and employees of the Company and
its subsidiaries to make reasonably available for inspection during normal business hours on
reasonable notice all relevant information reasonably requested by such representative for the
Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such
disposition, in each case as is customary for similar “due diligence” examinations; provided that
such persons shall first agree in writing with the Company that any non-public information shall be
used solely for the purposes of satisfying “due diligence” obligations under the Securities Act and
exercising rights under this Agreement and shall be kept confidential by such persons, unless (i)
disclosure of such information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities, (ii) in the opinion of Special Counsel, disclosure
of such information is required by law (including any disclosure requirements pursuant to federal
securities laws in connection with the filing of any Shelf Registration Statement or the use of any
prospectus referred to in this Agreement), (iii) such information becomes generally available to
the public other than as a result of a disclosure or failure to safeguard by any such person or
(iv) such information becomes available to any such person from a source other than the Company and
such source is not bound by a confidentiality agreement, and provided further that the foregoing
inspection and information gathering shall, to the greatest extent possible, be coordinated on
behalf of all the Notice Holders and the other parties entitled thereto by the Special Counsel.
Any person legally compelled to disclose any such confidential information made available for
inspection shall provide the Company with prompt prior written notice of such requirement so that
the Company may seek a protective order or other appropriate remedy.



     (j) Comply with all applicable rules and regulations of the SEC and make generally available
to its securityholders earning statements (which need not be audited) satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under
the Securities Act) for a 12-month period commencing on the first day of the first fiscal quarter
of the Company commencing after the effective date of a Shelf Registration Statement, which
statements shall be made available no later than 45 days after the end of the 12-month period or 90
days if the 12-month period coincides with the fiscal year of the Company.



     (k) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of
certificates representing Registrable Securities sold or to be sold pursuant to a Shelf
Registration Statement, which certificates shall not bear any restrictive legends, and cause such
Registrable Securities to be in such denominations as are permitted by the Indenture and registered
in such names as such Notice Holder may request in writing at least one Business Day prior to any
sale of such Registrable Securities.



     (l) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration
Statement not later than the effective date of such Shelf Registration Statement and provide the
Trustee and the transfer agent for the Common Stock with printed certificates for the Registrable
Securities that are in a form eligible for deposit with The Depository Trust Company.



     (m) Cooperate and assist in any filings required to be made with the National Association of
Securities Dealers, Inc.



     (n) Upon (i) the filing of the initial Shelf Registration Statement and (ii) the effectiveness
of the initial Shelf Registration Statement, announce the same, in each case by



11









 







release to Reuters Economic Services and Bloomberg Business News or otherwise notify the
Holders of the same.



     Section 4. Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable
Securities, that no Holder shall be entitled to be named as Selling Securityholder in the Shelf
Registration Statement or to receive a Prospectus relating thereto and therefore permitted to sell
any of such Registrable Securities pursuant to a Shelf Registration Statement, unless such Holder
has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d)
hereof (including the information required to be included in such Notice and Questionnaire) and the
information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the
Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading and any other information regarding
such Notice Holder and the distribution of such Registrable Securities as the Company may from time
to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute
a representation and warranty by such Holder that the information relating to such Holder and its
plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with
such disposition, that such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or its plan of distribution and
that such Prospectus does not as of the time of such sale omit to state any material fact relating
to or provided by such Holder or its plan of distribution necessary to make the statements in such
Prospectus, in the light of the circumstances under which they were made, not misleading.



     (b) Upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable
Securities pursuant to any Shelf Registration Statement until such Notice Holder’s receipt of
copies of the supplemented or amended Prospectus provided for in Section 3(h)(i), or until it is
advised in writing by the Company that the Prospectus may be used.



     Section 5. Registration Expenses. The Company shall bear all fees and expenses incurred in
connection with the performance by the Company of its obligations under Sections 2 and 3 of this
Agreement whether or not any Shelf Registration Statement is declared effective. Such fees and
expenses shall include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be made with the
National Association of Securities Dealers, Inc. and (y) of compliance with federal and state
securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of
the Special Counsel in connection with Blue Sky qualifications of the Registrable Securities under
the laws of such jurisdictions as Notice Holders of a majority of the Registrable Securities being
sold pursuant to a Shelf Registration Statement may designate), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities in a form eligible
for deposit with The Depository Trust Company), (iii) duplication expenses relating to copies of
any Shelf Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and
disbursements of counsel for the Company in connection with any Shelf Registration Statement, (v)
reasonable fees and disbursements of the Trustee and its counsel and of the registrar and transfer
agent for the Common Stock, (vi) Securities Act liability insurance obtained by the Company in its
sole discretion and (vii) the reasonable fees and disbursements of Special Counsel. In addition,
the Company shall pay the internal expenses of the Company (including, without limitation, all
salaries and expenses of officers and employees



12









 







performing legal or accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with the listing by the Company of the Registrable Securities on any
securities exchange on which similar securities of the Company are then listed and the fees and
expenses of any person, including special experts, retained by the Company. Notwithstanding the
provisions of this Section 5, each seller of Registrable Securities shall pay any broker’s
commission, agency fee or underwriter’s discount or commission in connection with the sale of the
Registrable Securities under a Shelf Registration Statement.



     Section 6. Indemnification and Contribution.



     (a) The Company agrees to indemnify and hold harmless each Notice Holder, each person, if any,
who controls any Notice Holder within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, and each affiliate of any Notice Holder within the meaning of Rule
405 under the Securities Act from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue statement or alleged
untrue statement of a material fact contained in any Shelf Registration Statement or any amendment
thereof, any preliminary prospectus or any Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto), caused by any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue statement or omission based
upon information relating t0 any Holder furnished to the Company in writing by such Holder
expressly for use therein; provided that the foregoing indemnity shall not inure to the benefit of
any Holder (or to the benefit of any person controlling such Holder) from whom the person asserting
such losses, claims or liabilities purchased the Registrable Securities, if a copy of the
Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such Holder to such person, if
required by law so to have been delivered at or prior to the written confirmation of the sale of
the Registrable Securities to such person, and if the Prospectus (as so amended or supplemented)
would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such
failure is the result of noncompliance by the Company with Section 2(c) hereof.



     (b) Each Holder agrees severally and not jointly to indemnify and hold harmless the Company
and its directors, its officers who sign any Shelf Registration Statement and each person, if any,
who controls the Company (within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act) or any other Holder, to the same extent as the foregoing indemnity from the
Company to such Holder, but only with reference to information relating to such Holder furnished to
the Company in writing by such Holder expressly for use in such Shelf Registration Statement or
Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder
hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon
the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to
such indemnification obligation.



     (c) In case any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to Section



13









 




6(a) or 6(b) hereof, such person (the “indemnified party”) shall promptly notify the person
against whom such indemnity may be sought (the “indemnifying party”) in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable fees and
disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named
parties to any such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is understood that
the indemnifying party shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred.
Such firm shall be designated in writing by, in the case of parties indemnified pursuant to Section
6(a), the Holders of a majority (with Holders of Securities deemed to be the Holders, for purposes
of determining such majority, of the number of shares of Underlying Common Stock into which such
Securities are or would be convertible as of the date on which such designation is made) of the
Registrable Securities covered by the Shelf Registration Statement held by Holders that are
indemnified parties pursuant to Section 6(a) and, in the case of parties indemnified pursuant to
Section 6(b), the Company. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the
second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable
for any settlement of any proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the aforesaid request
and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with
such request prior to the date of such settlement. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims that are the subject
matter of such proceeding.




     (d) To the extent that the indemnification provided for in Section 6(a) or 6(b) is unavailable
to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying
such indemnified party thereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion
as is appropriate to reflect the relative benefits received by the indemnifying party or parties on
the one hand and the indemnified party or parties on the other hand or (ii) if the


14









 







 allocation
provided by clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Holders on the one hand and the Company on the other
hand shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Holders or by the Company, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Holders’ respective obligations to contribute pursuant to this Section 6(d) are several in
proportion to the respective number of Registrable Securities they have sold pursuant to a Shelf
Registration Statement, and not joint.



     The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 6(d) were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any such action or
claim. Notwithstanding this Section 6(d), no indemnifying party that is a selling Holder shall be
required to contribute any amount in excess of the amount by which the total price at which the
Registrable Securities sold by it and distributed to the public were offered to the public exceeds
the amount of any damages that such indemnifying party has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.



     (e) The remedies provided for in this Section 6 are not exclusive and shall not limit any
rights or remedies which may otherwise be available to an indemnified party at law or in equity,
hereunder, under the Purchase Agreement or otherwise.



     (f) The indemnity and contribution provisions contained in this Section 6 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of any Holder, any person controlling any Holder or any
affiliate of any Holder or by or on behalf of the Company, its officers or directors or any person
controlling the Company and (iii) the sale of any Registrable Securities by any Holder.



     Section 7. Information Requirements. The Company covenants that until the end of the
Effectiveness Period (x) it will file the reports required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely
manner in accordance with the requirements of the Securities Act and the Exchange Act and, (y) if
at any time the Company is not required to file such reports, it will, upon the request of any
Holder or beneficial owner of Registrable Securities, make available such information necessary to
permit sales pursuant to Rule 144A under the Securities Act. The Company further



15









 







covenants that until the end of the Effectiveness Period it will use its reasonable best efforts to
take such further action as any Holder of Registrable Securities may reasonably request, all
to the extent required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the exemptions provided by
(a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to
time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its
securities pursuant to the Exchange Act.



     Section 8. Miscellaneous.



     (a) No Conflicting Agreements. The Company is not, as of the date hereof, a party to, nor
shall it, on or after the date of this Agreement, enter into, any agreement with respect to its
securities that conflicts with the rights granted to the Holders in this Agreement. The Company
represents and warrants that the rights granted to the Holders hereunder do not in any way conflict
with the rights granted to the holders of the Company’s securities under any other agreements.



     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, unless the Company has obtained the written consent of
Holders of a majority of the then outstanding Underlying Common Stock constituting Registrable
Securities (with Holders of Securities deemed to be the Holders, for purposes of this Section, of
the number of outstanding shares of Underlying Common Stock into which such Securities are or would
be convertible as of the date on which such consent is requested), provided, however, that no such
amendment, modification or supplementation shall impair the right any Holder to receive payment of
Additional Interest, if any, on such Holder’s Securities on or after the due dates therefor without
the consent of each holder of each outstanding Security affected thereby. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose securities are being sold pursuant to a Shelf
Registration Statement and that does not directly or indirectly affect the rights of other Holders
may be given by Holders of at least a majority of the Registrable Securities being sold by such
Holders pursuant to such Shelf Registration Statement; provided that the provisions of this
sentence may not be amended, modified or supplemented except in accordance with the provisions of
the immediately preceding sentence. Notwithstanding the foregoing sentence, this Agreement may be
amended by written agreement signed by the Company and the Initial Purchaser, without the consent
of the Holders of Registrable Securities, to cure any ambiguity or to correct or supplement any
provision contained herein that may be defective or inconsistent with any other provision contained
herein, or to make such other provisions in regard to matters or questions arising under this
Agreement that shall not adversely affect the interests of the Holders of Registrable Securities.
Each Holder of Registrable Securities outstanding at the time of any such amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver or consent effected pursuant to this Section 8(b) whether or not any notice,
writing or marking indicating such amendment, modification, supplement, waiver or consent appears
on the Registrable Securities or is delivered to such Holder.



16









 





     (c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, by telecopier, by courier or by first-class mail, return
receipt requested, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon
confirmation, if made by telecopier, (iii) one Business Day after being deposited with such
courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if
made by first-class mail, to the parties as follows:




     (i) if to a Holder, at the most current address given by such Holder to the Company in
a Notice and Questionnaire or any amendment thereto;




     (ii) if to the Company, to:


Maverick Tube Corporation

16401 Swingley Ridge Road

Chesterfield, MO 63017

Attention: Joyce M. Schuldt

Telecopy No.: (636) 733-5570


with a copy to:


Sidley Austin Brown & Wood LLP

Bank One Plaza, 10 South Dearborn Plaza

Chicago, IL 60603

Attention: John R. Box

Telecopy No.: (312) 853-7036




     (iii) if to the Initial Purchaser, to:


Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York

Attention: Equity Capital Markets

Telecopy No.: (212) 761-0538


with a copy to:


Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Attention: Leslie N. Silverman

Telecopy No.: (212) 225-3999


or to such other address as such person may have furnished to the other persons identified in this
Section 8(c) in writing in accordance herewith.




     (d) Approval of Holders. Whenever the consent or approval of Holders of a specified
percentage of Registrable Securities is required hereunder, Registrable Securities held



17









 







by the Company or its affiliates (as such term is defined in Rule 405 under the Securities
Act) (other than the Initial Purchaser or subsequent Holders if such subsequent Holders are deemed
to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not
be counted in determining whether such consent or approval was given by the Holders of such
required percentage.



     (e) Successors and Assigns. Any person who purchases any Registrable Securities from the
Initial Purchaser shall be deemed, for purposes of this Agreement, to be an assignee of the Initial
Purchaser. This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties and shall inure to the benefit of and be binding upon each Holder of
any Registrable Securities, provided that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Registrable Securities in violation of the terms of the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by
operation of law or otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities, such person shall
be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions
of this Agreement and such person shall be entitled to receive the benefits hereof.



     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be
original and all of which taken together shall constitute one and the same agreement.



     (g) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.



     (i) Severability. If any term, provision, covenant or restriction of this Agreement is held
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants
and restrictions set forth herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby, and the parties hereto shall use their reasonable best
efforts to find and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction, it being intended
that all of the rights and privileges of the parties shall be enforceable to the fullest extent
permitted by law.



     (j) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and is intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to the registration
rights granted by the Company with respect to the Registrable Securities. This Agreement
supersedes all prior agreements and undertakings among the parties with respect to



18









 







such registration rights. No party hereto shall have any rights, duties or obligations other
than those specifically set forth in this Agreement. In no event will such methods of distribution
take the form of an underwritten offering of the Registrable Securities without the prior agreement
of the Company.



     (k) Termination. This Agreement and the obligations of the parties hereunder shall terminate
upon the end of the Effectiveness Period, except for any liabilities or obligations under Section
4, 5 or 6 hereof and the obligations to make payments of and provide for additional interest under
Section 2(e) hereof to the extent such damages accrue prior to the end of the Effectiveness Period,
each of which shall remain in effect in accordance with its terms.



19









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	MAVERICK TUBE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Confirmed and accepted as of

the date first above written:




MORGAN STANLEY & CO. INCORPORATED




By:                                                            

Name:

Title:





 










 





     Terms used in this Note and defined in the Indenture are used herein as therein defined.



     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TENANT (=tenants by the entireties), JT TEN (=joint tenants with right of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform gift to Minors
Act).




7