MAVERICK TUBE CORPORATION
FIRTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
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<DESCRIPTION>FIRTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
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                           MAVERICK TUBE CORPORATION

                  FIFTH AMENDMENT TO SECURED CREDIT AGREEMENT

Harris Trust and Savings Bank
Chicago, Illinois

Mercantile Bank National Association
St. Louis, Missouri

Ladies and Gentlemen:

        Reference is hereby made to that certain Secured Credit  Agreement dated
as of September 18, 1998 (as heretofore  amended the "Credit  Agreement")  among
the  undersigned,   Maverick  Tube  Corporation,  a  Delaware  corporation  (the
"Borrower"),  you (the  "Banks") and Harris Trust and Savings Bank, as agent for
the Banks (the  "Agent").  All  defined  terms used  herein  shall have the same
meaning as in the Credit Agreement unless otherwise defined herein.

        The Borrower, the Agent and the Banks wish to amend the Credit Agreement
and to modify certain other terms and conditions of the Credit Agreement, all on
the terms and conditions set forth in this Amendment.

SECTION 1.              AMENDMENTS TO CREDIT AGREEMENT.

        Upon  satisfaction  of all of the  conditions  precedent  set  forth  in
Section 2 hereof, the Credit Agreement shall be amended as follows:

        1.1.    The second paragraph of Section 1.1(a) of the Credit Agreement
        is hereby amended in its entirety and as so amended shall be restated to
        read as follows:

        (b)     The Revolving Credit shall consist of a base revolving credit
                (the "Base Credit") in an aggregate principal amount at any one
                time outstanding of up to $50,000,000, which shall be available
                at all times during the term of this Agreement and an excess
                revolving credit (the "Excess Credit") in an aggregate principal
                amount at any one time outstanding of up to $10,000,000, which
                shall be available only during the period commencing on June 26,
                2000 to and including September 30, 2000 (the "Excess Credit
                Availability Period").

        The respective maximum aggregate principal amounts of the Base Credit at
        any one time outstanding and the percentage of the Base Credit available
        at any time which each Bank by its acceptance hereof severally agrees to
        make  available  to the Company is as follows  (collectively,  the "Base
        Revolving Credit Commitments" and individually, a "Base Revolving Credit
        Commitment"):

        Harris Trust and Savings Bank $25,000,000.00

        Mercantile Bank National
        Association                   $25,000,000.00

        Total                         $50,000,000.00

The respective  maximum aggregate  principal amounts of the Excess Credit at any
one time  outstanding  and the percentage of the Excess Credit  available at any
time which each Bank by its acceptance hereof severally agrees to make available
to the  Company  are as follows  (collectively,  the  "Excess  Revolving  Credit
Commitments" and individually, an "Excess Revolving Credit Commitment"):

        Harris Trust and Savings Bank   $10,000,000.00

        Mercantile Bank National
        Association                     $         0.00

        Total                           $10,000,000.00

Each Bank's Revolving Credit  Commitment and Excess Revolving Credit  Commitment
during any period are  hereinafter  referred to  collectively  as the "Revolving
Credit  Commitment"  for such Bank  during  such  period and the Base  Revolving
Credit  Commitments and Excess Revolving Credit Commitments for all banks during
any period are  hereinafter  collectively  referred to as the "Revolving  Credit
Commitments" during such period. Each Bank acknowledges and agrees that upon the
expiration  of the  Excess  Credit  Availability  Period  there  shall  be  such
non-ratable  repayments and borrowings  under the Credit  Agreement,  as amended
hereby,  so that,  after giving effect  thereto,  the percentages of each Bank's
Revolving Credit Commitments in use shall be identical.

SECTION 2.      CONDITIONS PRECEDENT.

        The  effectiveness  of this Amendment is subject to the  satisfaction of
all of the following conditions precedent:

        2.1.    The Borrower, the Agent and the Banks shall have executed this
                Amendment (such execution may be in several counterparts and the
                several parties hereto may execute on separate counterparts).

        2.2.    The Borrower shall have executed and delivered to each Bank
                which has increased its Revolving Credit Commitment pursuant
                hereto a Secured Revolving Credit Note in the form attached to
                the Credit Agreement as Exhibit A to reflect the amount of the
                Excess Credit.

        2.3.    The Agent shall have  received  copies  (executed  or certified
                as appropriate) of all legal  documents or proceedings  taken in
                connection with  the  execution  and  delivery  of this  Amend-
                ment  and  the  other instruments and documents  contemplated
                hereby and an opinion of counsel to the Borrower,  in form and
                substance  satisfactory to the Banks. 2.4.  The Agent shall have
                received  copies,  certified  by the  secretary or assistant
                secretary  of the  Borrower,  of  resolutions  regarding  the
                transactions  contemplated by this Amendment,  duly adopted by
                the Board of Directors of the Borrower,  and satisfactory in
                form and substance to all of the Banks.

        2.5.    A Guarantor's Consent for the benefit of the Banks shall have
                been executed and delivered by each Guarantor to the Agent, a
                form of which is attached hereto.

        2.6.    The Borrower shall be in full compliance with all of the terms
                and conditions of the Loan Documents and no Event of Default or
                Potential Default shall have occurred and be continuing there-
                under or shall result after giving effect to this Amendment.

        2.7.  Legal  matters  incident  to the  execution  and  delivery of this
              Amendment shall be satisfactory to each of the Banks and their
              legal counsel.

SECTION 3.              REPRESENTATIONS AND WARRANTIES.

        The Borrower,  by its execution of this Amendment,  hereby certifies and
warrants the following:

                (a)     each of the representations and warranties set forth in
                        Section 5 of the Credit Agreement is true and correct as
                        of the date hereof as if made on the date hereof, except
                        that the representations and warranties made under
                        Section 5.2 shall be deemed to refer to the most recent
                        annual report furnished to the Banks by the Borrower;
                        and

                (b)     the Borrower is in full compliance with all of the terms
                        and conditions of the Credit Agreement and no Event of
                        Default has occurred and is continuing thereunder.

SECTION 4.              MISCELLANEOUS.

        The Borrower  has  heretofore  executed  and  delivered to the Agent the
Security  Agreement  and the Borrower  hereby  agrees that  notwithstanding  the
execution and delivery  hereof,  such Security  Agreement shall be and remain in
full force and effect and that any rights and remedies of the Agent  thereunder,
obligations  of the  Borrower  thereunder  and any liens or  security  interests
created or provided for thereunder shall be and remain in full force and effect,
shall not be affected,  impaired or  discharged  thereby and shall secure all of
its  indebtedness,  obligations and liabilities to the Agent and the Banks under
the Credit  Agreement as amended hereby.  Nothing herein  contained shall in any
manner affect or impair the priority of the liens and security interests created
and provided for by the Security Agreement as to the indebtedness which would be
secured thereby prior to giving effect hereto.

        4.2.    Reference to this specific Amendment need not be made in any
                note, document, letter, certificate, any security agreement, or
                any communication issued or made pursuant to or with respect to
                the Credit Agreement, any reference to the Credit Agreement
                being sufficient to refer to the Credit Agreement as amended
                hereby.

        4.3.    This Amendment may be executed in any number of counterparts,
                and by the different parties on different counterparts, all of
                which taken together shall constitute one and the same agree-
                ment.  Any of the parties hereby may execute this agreement by
                signing any such counterpart and each of such counterparts shall
                for all purposes be deemed to be an original.  This agreement
                shall be governed by the internal laws of the State of Illinois.

        4.4.    The Borrower agrees to pay all reasonable costs and expenses,
                including without limitation attorneys fees, incurred by the
                Agent and each of the Banks in connection with the preparation,
                negotiation, execution and delivery of this Amendment and the
                other documents contemplated hereby.

Upon acceptance hereof by the Agent and the Banks in the manner  hereinafter set
forth,  this  Amendment  shall  be  a  contract  between  us  for  the  purposes
hereinabove set forth.

        Dated as of June 26, 2000.

                                MAVERICK TUBE CORPORATION

                                By  /s/ Gregg M. Eisenberg
                                Its President and CEO

Accepted and agreed to as of the day and year last above written.

                                HARRIS TRUST AND SAVINGS BANK,

                                individually and as Agent

                                By  /s/ Don Buse
                                Its Vice President

                                MERCANTILE BANK NATIONAL ASSOCIATION

                                By  /s/ David Higbee
                                Its Vice President
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