Item 1.01 Entry into a Material Definitive Agreement.
On July 30, 2021, TETRA Technologies, Inc., a Delaware corporation ("TETRA"),
and certain of its subsidiaries entered into an amendment (the "ABL Credit
Agreement Amendment") to the Credit Agreement dated as of September 10, 2018 (as
previously amended, the "ABL Credit Agreement"), by and among TETRA, certain
subsidiaries of TETRA party thereto, JPMorgan Chase Bank, N.A., as
administrative agent, and each of the lenders and issuing banks party thereto.
The ABL Credit Agreement Amendment amended the ABL Credit Agreement by, among
other things, (a) extending the maturity date of the ABL Credit Agreement from
September 10, 2023, to May 31, 2025, and (b) incorporating a new $15,000,000
subfacility under the ABL Credit Agreement, subject to a borrowing base
consisting of certain inventory and receivables of TETRA Technologies U.K.
Limited, a limited liability company incorporated in England and Wales (the "UK
Borrower"), which provides a revolving line of credit to the UK Borrower in U.S.
dollars and British Pounds Sterling. TETRA estimates that the inclusion of the
inventory and receivables of TETRA Technologies U. K. Limited would result in an
increase to the borrowing base of the ABL Credit Agreement as of July 30, 2021
by approximately $9.4 million as compared to the borrowing base under the ABL
Credit Agreement prior to the effectiveness of the ABL Credit Agreement
Amendment. In addition, the ABL Credit Agreement Amendment further amended the
ABL Credit Agreement by (a) decreasing the commitments of the lenders under
TETRA's U.S. dollar denominated revolving line of credit from $100,000,000 to
$80,000,000, (b) modifying the accordion feature set forth in the ABL Credit
Agreement to allow TETRA to request that the commitments thereunder be increased
from time to time by up to $20,000,000.00 in the aggregate, (c) increasing the
applicable margin for loans made thereunder by 0.25% per annum, (d) including
LIBOR fallback language, and (e) amending certain other provisions as set forth
therein (such amendments and the other transactions contemplated by the ABL
Credit Agreement Amendment, collectively, the "ABL Credit Agreement Amendment
Transactions").
In connection with the ABL Credit Agreement Amendment, TETRA entered into an
amendment (the "Term Loan Agreement Amendment") to the Credit Agreement dated as
of September 10, 2018 (as previously amended, the "Term Loan Agreement"), by and
among TETRA, Wilmington Trust, National Association, as administrative agent,
and each of the lenders party thereto, in order to, among other things, permit
the ABL Credit Agreement Amendment Transactions thereunder and to provide LIBOR
fallback language. In connection with the Term Loan Agreement Amendment, TETRA
chose to pre-pay term loans outstanding under the Term Loan Agreement in an
amount equal to $8,157,000, which amounts were due in spring of 2022.
The preceding description of the ABL Credit Agreement Amendment and the Term
Loan Agreement Amendment is a summary and is qualified in its entirety by the
ABL Credit Agreement Amendment and the Term Loan Agreement Amendment, copies of
which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Second Amendment to the Credit Agreement dated as of July 30,
2021, by and among TETRA, certain subsidiaries of TETRA party
thereto, JPMorgan Chase Bank, N.A., as administrative agent,
and each of the lenders and issuing banks party thereto.
10.2 Amendment to Credit Agreement dated as of July 30, 2021, by
and among TETRA, Wilmington Trust, National Association, as
administrative agent, and each of the lenders party thereto.
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