Amendment No. 2 to Credit Agreement among Chicago Bridge & Iron Company N.V. and Lenders

Summary

This amendment, dated March 26, 2001, modifies the existing Credit Agreement between Chicago Bridge & Iron Company N.V., its subsidiaries, and a group of lenders led by Bank One, NA. The amendment updates certain provisions related to the sale of company stock and clarifies the treatment of shares involved in a prior acquisition. It requires signatures from all parties and reaffirms the validity of the original agreement, which otherwise remains unchanged. The amendment is effective upon satisfaction of specified conditions and is governed by Illinois law.

EX-10.22(B) 2 c62382ex10-22b.txt AMENDMENT #2 TO REVOLVING CREDIT FACILITY AGRMT 1 EXHIBIT 10.22(b) AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (the "Amendment") is made as of March 26, 2001 by and among CHICAGO BRIDGE & IRON COMPANY N.V. (the "Company"), CB&I CONSTRUCTORS, INC., CBI SERVICES, INC., CHICAGO BRIDGE & IRON COMPANY (DELAWARE) and CB&I TYLER COMPANY (collectively, the "Subsidiary Borrowers", and, together with the Company, the "Borrowers"), the financial institutions listed on the signature pages hereof (the "Lenders"), BANK ONE, NA (having its principal office in Chicago, Illinois), in its individual capacity as a Lender and in its capacity as contractual representative (the "Administrative Agent"), BANK OF AMERICA, N.A., as Syndication Agent, and HARRIS TRUST AND SAVINGS BANK, as Documentation Agent, under that certain Credit Agreement dated as of December 1, 2000 by and among the Borrowers, the financial institutions party thereto, the Administrative Agent, the Syndication Agent, the Documentation Agent and BANC ONE CAPITAL MARKETS, INC., as Lead Arranger and Sole Book Runner (as amended by Amendment No. 1 dated February 6, 2001, and as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement. WITNESSETH WHEREAS, the Borrowers, the Lenders, the Administrative Agent, the Syndication Agent and the Documentation Agent are parties to the Credit Agreement; and WHEREAS, the Borrowers have requested that the Administrative Agent, the Syndication Agent, the Documentation Agent and the requisite number of Lenders under Section 9.2 of the Credit Agreement amend the Credit Agreement on the terms and conditions set forth herein; and WHEREAS, the Borrowers, the requisite number of Lenders under Section 9.2 of the Credit Agreement, the Administrative Agent, the Syndication Agent and the Documentation Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed to the following amendments to the Credit Agreement: 1. Amendments to the Credit Agreement. Effective as of March 26, 2001 and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows: 2 1.1. Section 2.5(B)(ii)(a) of the Credit Agreement is hereby amended to insert immediately after the phrase in the first parenthetical provision that currently reads "as all or part of the consideration for any Permitted Acquisition" the following: "and (iii) the sale to D.C. Capital Partners, L.P., Tinicum Capital Partners, L.P., Tinicum Capital Partners Parallel Fund, L.P., Tinicum Capital Partners Executive Fund I, L.L.C., Mr. Frederick A. Klingenstein and Mr. Jon Klingenstein of 807,356 shares Capital Stock of the Company, 524,781 of which have been repurchased from Pitt-Des Moines, Inc. and were previously issued and delivered to Pitt-Des Moines, Inc. in connection with the PDM Acquisition and 282,575 of which were held by Pitt-Des Moines, Inc. to assure payment in connection with the PDM Acquisition but have been released and returned to the Company". 2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received the following: (a) duly executed originals of this Amendment from each of the Borrowers, the requisite number of Lenders under Section 9.2 of the Credit Agreement, the Administrative Agent, the Syndication Agent and the Documentation Agent; (b) duly executed originals of a Reaffirmation in the form of Attachment A attached hereto from each of the Subsidiary Guarantors identified thereon; (c) such other documents, instruments and agreements as the Administrative Agent may reasonably request. 3. Representations and Warranties of the Borrowers. (a) The Borrowers hereby represent and warrant that this Amendment, the attached Reaffirmations and the Credit Agreement, as previously executed and as amended hereby, constitute legal, valid and binding obligations of the Borrowers and the Subsidiary Guarantors parties thereto and are enforceable against the Borrowers and the Subsidiary Guarantors parties thereto in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally). (b) Upon the effectiveness of this Amendment and after giving effect hereto, (i) the Borrowers hereby reaffirm all covenants, representations and warranties made in the Credit Agreement as amended hereby, and agrees that all such covenants, representations and warranties shall be true and correct as of the effective date of this Amendment (unless such representation and warranty is made as of a specific date, in which case such representation and warranty shall be true and correct as of such date) and (ii) no Default or Unmatured Default has occurred and is continuing. -2- 3 4. References to the Credit Agreement. (a) Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement (including any reference therein to "this Credit Agreement," "hereunder," "hereof," "herein" or words of like import referring thereto) or in any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby. (b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith. 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE STATE OF ILLINOIS. 6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 7. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY BLANK] -3- 4 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written. CHICAGO BRIDGE & IRON COMPANY N.V., as the Company By: Chicago Bridge & Iron Company B.V. Its: Managing Director By: /s/ Gerald M. Glenn ---------------------------- Name: Gerald M. Glenn Title: Managing Director CB&I CONSTRUCTORS, INC., as a Subsidiary Borrower By: /s/ Timothy J.P. Moran ---------------------------- Name: Timothy J.P. Moran Title: Treasurer CBI SERVICES, INC., as a Subsidiary Borrower By: /s/ Dennis C. Planic ---------------------------- Name: Dennis C. Planic Title: Treasurer CHICAGO BRIDGE & IRON COMPANY (DELAWARE), as a Subsidiary Borrower By: /s/ Timothy J.P. Moran ---------------------------- Name: Timothy J.P. Moran Title: Treasurer 5 CB&I TYLER COMPANY, as a Subsidiary Borrower By: /s/ Timothy J.P. Moran ---------------------------- Name: Timothy J.P. Moran Title: Treasurer AGENTS AND LENDERS: BANK ONE, NA (having its principal office in Chicago, Illinois), as Administrative Agent and as a Lender By: /s/ Suzanne Ergastolo ---------------------------- Name: Suzanne Ergastolo Title: Vice President BANK OF AMERICA, N.A., as Syndication Agent and as a Lender By: /s/ Charles F. Lilygren ---------------------------- Name: Charles F. Lilygren Title: Managing Director HARRIS TRUST AND SAVINGS BANK, as Documentation Agent and as a Lender By: /s/ David Rubin ---------------------------- Name: David Rubin Title: Managing Director ABN AMRO BANK N.V., as a Lender By: /s/ Thomas K. Peterson ---------------------------- Name: Thomas K. Peterson Title: Senior Vice President By: /s/ Jonathan F. Chiarieri ---------------------------- Name: Jonathan F. Chiarieri Title: Assistant Vice President 6 THE CHASE MANHATTAN BANK, as a Lender By: ---------------------------- Name: Title: 7 ATTACHMENT A REAFFIRMATION Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 2 to the Credit Agreement dated as of December 1, 2000 by and among CHICAGO BRIDGE & IRON COMPANY N.V. (the "Company"), CB&I CONSTRUCTORS, INC., CBI SERVICES, INC., CHICAGO BRIDGE & IRON COMPANY (DELAWARE) and CB&I TYLER COMPANY (collectively, the "Subsidiary Borrowers", and, together with the Company, the "Borrowers"), the financial institutions from time to time party thereto (the "Lenders"), BANK ONE, NA (having its principal office in Chicago, Illinois), in its individual capacity as a Lender and in its capacity as contractual representative (the "Administrative Agent"), BANK OF AMERICA, N.A., as Syndication Agent, and HARRIS TRUST AND SAVINGS BANK, as Documentation Agent, and Banc One Capital Markets, Inc., as Lead Arranger and Sole Book Runner (as amended by Amendment No. 1 dated February 6, 2001, and as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), which Amendment No. 2 is dated as of March 26, 2001 (the "Amendment"). Capitalized terms used in this Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned reaffirms the terms and conditions of the Guaranty, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated. Dated: March 26, 2001 CHICAGO BRIDGE & IRON COMPANY By /s/ Timothy J.P. Moran ----------------------------- Name: Timothy J.P. Moran Title: Treasurer CHICAGO BRIDGE & IRON COMPANY (DELAWARE) By /s/ Timothy J.P. Moran ----------------------------- Name: Timothy J.P. Moran Title: Treasurer 8 CB&I TYLER COMPANY By /s/ Timothy J.P. Moran ----------------------------- Name: Timothy J.P. Moran Title: Treasurer CB&I CONSTRUCTORS, INC. By /s/ Timothy J.P. Moran ----------------------------- Name: Timothy J.P. Moran Title: Treasurer CBI SERVICES, INC. By /s/ Dennis C. Planic ----------------------------- Name: Dennis C. Planic Title: Treasurer HORTON CBI, LIMITED By /s/ James W. House ----------------------------- Name: James W. House Title: Treasurer CBI VENEZOLANA, S.A. By /s/ Mario D. Marquez ----------------------------- Name: Mario D. Marquez Title: Vice President CBI EASTERN ANSTALT By /s/ John R. Edmonds ----------------------------- Name: John R. Edmonds Title: Administrator and Vice President 9 CBI CONSTRUCTORS PTY, LTD. By /s/ David J. Cochrane ----------------------------- Name: David J. Cochrane Title: Director LEALAND FINANCE COMPANY B.V. By /s/ Timothy J.P. Moran ----------------------------- Name: Timothy J.P. Moran Title: Managing Director CB&I (EUROPE) B.V. By /s/ J. Hendrik Schurink ----------------------------- Name: J. Hendrik Schurink Title: Managing Director ARABIAN GULF MATERIAL SUPPLY COMPANY, LIMITED By /s/ Kenneth W. Ford ----------------------------- Name: Kenneth W. Ford Title: President ASIA PACIFIC MATERIAL SUPPLY COMPANY LTD. By /s/ Timothy J. P. Moran ----------------------------- Name: Timothy J.P. Moran Title: Treasurer CBI COMPANY LIMITED By /s/ Timothy J. P. Moran ----------------------------- Name: Timothy J.P. Moran Title: Treasurer 10 CBI CONSTRUCCIONES S.A. By /s/ Jose Manuel Tappata ----------------------------- Name: Jose Manuel Tappata Title: President CBI CONSTRUCTORS LIMITED By /s/ J. Hendrik Schurink ----------------------------- Name: J. Hendrik Schurink Title: Managing Director CBI HOLDINGS (U.K.) LIMITED By /s/ Melbourne A. Hamer ----------------------------- Name: Melbourne A. Hamer Title: Director CBI OVERSEAS, LLC By /s/ Wong Keem Ming ----------------------------- Name: Wong Keem Ming Title: Treasurer CENTRAL TRADING COMPANY, LTD. By /s/ Timothy J. P. Moran ----------------------------- Name: Timothy J.P. Moran Title: Treasurer CHICAGO BRIDGE & IRON (ANTILLES) N.V. By /s/ Gerald M. Glenn ----------------------------- Name: Gerald M. Glenn Title: Managing Director 11 CHICAGO BRIDGE & IRON COMPANY B.V. By /s/ Gerald M. Glenn ----------------------------- Name: Gerald M. Glenn Title: Managing Director CMP HOLDINGS B.V. By /s/ J. Hendrik Schurink ----------------------------- Name: J. Hendrik Schurink Title: Managing Director PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD. By /s/ Kenneth W. Ford ----------------------------- Name: Kenneth W. Ford Title: President HOWE-BAKER INTERNATIONAL, L.L.C. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: President and Chief Executive Officer HOWE-BAKER ENGINEERS, LTD. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: President HOWE-BAKER HOLDINGS, L.L.C. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: President and Chief Executive Officer 12 HOWE-BAKER MANAGEMENT, L.L.C. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: President HOWE-BAKER, L.P. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: President MATRIX ENGINEERING, LTD. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: President and Chief Executive Officer HBI HOLDINGS, L.L.C. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: President and Chief Executive Officer HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: Chairman of the Board and Chief Executive Officer A&B BUILDERS, LTD. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: Chairman of the Board and Chief Executive Officer 13 MATRIX MANAGEMENT SERVICES, L.L.C. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: Chairman of the Board and Chief Executive Officer CALLIDUS TECHNOLOGIES INTERNATIONAL, L.L.C. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: Chairman of the Board CALLIDUS TECHNOLOGIES, L.L.C. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: Chairman of the Board CONSTRUCTORS INTERNATIONAL, L.L.C. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: President and Chief Executive Officer PROCESS MANAGEMENT, L.L.C. By /s/ Ronald D. Brazzel ----------------------------- Name: Ronald D. Brazzel Title: President and Chief Executive Officer