Amend. #1 to Amended and Restated Credit Agreement
Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 is being executed and delivered as of May 16, 2005, by and among Chicago Bridge and Iron Company N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), certain Subsidiaries party thereto as Borrowers (the “Subsidiary Borrowers”), JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA) as Administrative Agent (the “Administrative Agent”) under the hereinafter identified and defined Credit Agreement and the lenders party to said Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Company, the Subsidiary Borrowers, the Lenders and the Administrative Agent are currently party to that certain Amended and Restated Credit Agreement dated as of May 12, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Borrowers have requested the Lenders and the Administrative Agent to amend the Credit Agreement in certain respects;
WHEREAS, the Lenders and the Agent have agreed to amend the Credit Agreement on the terms and conditions set forth in Section 1 hereof.
NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Borrowers and the Lenders, such parties hereby agree as follows:
1. Amendment. The Credit Agreement shall be and hereby is amended as follows:
Section 7.3(S) is amended and restated in its entirety to read as follows:
“(S) Restricted Payments. The Company shall not, nor shall it permit any Subsidiary to, declare, make or pay any Restricted Payments (other than permitted Restricted Payments listed on Schedule 7.3(S)) in excess of $100,000,000 in the aggregate during any period of twelve (12) consecutive months.”
2. Conditions of Effectiveness. This Amendment shall be deemed to have become effective as of the date hereof, but such effectiveness shall be subject to the following conditions: the Administrative Agent shall have received executed counterparts of this Amendment duly executed and delivered by the Company, the Subsidiary Borrowers and the
Required Lenders and executed counterparts of the Reaffirmation attached hereto duly executed and delivered by the Subsidiary Guarantors.
3. Representation and Warranties. Each Borrower hereby represents and warrants that (i) all of the representations and warranties contained in Article VI of the Credit Agreement are true and correct and (ii) no Default or Unmatured Default is in effect.
5. No Implicit Waiver. Except as expressly set forth herein, (i) the execution, delivery and effectiveness of this Amendment shall neither operate as a waiver of any rights, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement or any other documents executed in connection with the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement nor any other document executed in connection therewith and (ii) the Credit Agreement shall remain in full force and effect in accordance with their original terms.
6. GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS AMENDMENT NO. 1, ON BEHALF OF ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY DISPUTE BETWEEN ANY BORROWER AND THE ADMINISTRATIVE AGENT OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING §735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.
[Signature Pages Follow]
IN WITNESS WHEREOF, this Amendment No. 1 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: Gerald M. Glenn Name: Gerald M. Glenn Title: Managing Director | ||
| CHICAGO BRIDGE & IRON COMPANY B.V., as a Subsidiary Borrower | ||
| By: Gerald M. Glenn Name: Gerald M. Glenn Title: Managing Director |
Signature Page to Amendment No. 1 to
Chicago Bridge & Iron Company N.V. et al
Amended and Restated Credit Agreement dated as of May 12, 2005
| CB&I CONSTRUCTORS, INC., as a Subsidiary Borrower | ||
| By: Richard A. Byers Name: Richard A. Byers Title: Vice President and Treasurer | ||
| CBI SERVICES, INC., as a Subsidiary Borrower | ||
| By: Name: Title: | ||
| CHICAGO BRIDGE & IRON COMPANY (DELAWARE), as a Subsidiary Borrower | ||
| By: Richard A. Byers Name: Richard A. Byers Title: Vice President and Treasurer | ||
| CB&I TYLER COMPANY, as a Subsidiary Borrower | ||
| By: Richard A. Byers Name: Richard A. Byers Title: Treasurer |
| JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA), as Administrative Agent and as a Lender | ||
| By: H. David Jones Name: H. David Jones Title: Vice President | ||
| BANK OF AMERICA, N.A., as Syndication Agent and as a Lender | ||
| By: Robert W. Troutman Name: Robert W. Troutman Title: Managing Director | ||
| BANK OF MONTREAL, as a Documentation Agent and as a Lender | ||
| By: Joann Holman Name: Joann Holman Title: Director | ||
| WELLS FARGO BANK, N.A., as a Documentation Agent and as a Lender | ||
| By: Thomas F. Caver, III Name: Thomas F. Caver, III Title: Vice President |
| BNP PARIBAS, as a Documentation Agent and as a Lender | ||
| By: Craig Pierce Name: Craig Pierce Title: Vice President | ||
| By: Mike Shryock Name: Mike Shryock Title: Vice President | ||
| THE ROYAL BANK OF SCOTLAND plc , as a Documentation Agent and as a Lender | ||
| By: Name: Title: | ||
| FORTIS CAPITAL CORP., as a Lender | ||
| By: Name: Title: | ||
| By: Name: Title: | ||
| CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as a Lender | ||
| By: Name: Title: | ||
| By: Name: Title: |
| BARCLAYS BANK plc, as a Lender | ||
| By: David Barton Name: David Barton Title: Associate Director | ||
| CALYON NEW YORK BRANCH, as a Lender | ||
| By: Olivier Audemard Name: Olivier Audemard Title: Managing Direct | ||
| By: Philippe Soustra Name: Philippe Soustra Title: Executive Vice President | ||
| UBS LOAN FINANCE LLC, as a Lender | ||
| By: Wilfred V. Saint Name: Wilfred V. Saint Title: Director | ||
| By: Richard L. Tavrow Name: Richard L. Tavrow Title: Director | ||
| PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||
| By: Sharon Geffel Name: Sharon Geffel Title: Vice President | ||
| REGIONS BANK, as a Lender | ||
| By: Mark Burr Name: Mark Burr Title: Vice President, Corporate Banking | ||
| ALLIED IRISH BANK, PLC, as a Lender | ||
| By: Name: Title: | ||
| By: Name: Title: | ||
| THE NORTHERN TRUST COMPANY, as a Lender | ||
| By: Paul H. Theiss Name: Paul H. Theiss Title: Vice President | ||
| STANDARD CHARTERED BANK, as a Lender | ||
| By: Frieda Youlios Name: Frieda Youlios Title: Vice President | ||
| By: Robert K. Reddington Name: Robert K. Reddington Title: AVP/Credit Documentation | ||
| ABU DHABI INTERNATIONAL BANK INC, as a Lender | ||
| By: David J. Young Name: David J. Young Title: Vice President | ||
| By: Nagy S. Koita Name: Nagy S. Koita Title: Executive Vice President |
| AMEGY BANK NATIONAL ASSOCIATION, as a Lender | ||
| By: Name: Title: | ||
| BANK OF NEW YORK, as a Lender | ||
| By: Kevin Higgins Name: Kevin Higgins Title: Vice President | ||
| HIBERNIA NATIONAL BANK, as a Lender | ||
| By: Michael Meiss Name: Michael Meiss Title: Senior Vice President | ||
| WOODFOREST NATIONAL BANK, as a Lender | ||
| By: Dan E. Hauser Name: Dan E. Hauser Title: President |
