AMENDMENT NO. 2

EX-10.2 3 d234710dex102.htm AMENDMENT NO.2 TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT Amendment No.2 to the Third Amended and Restated Credit Agreement

Exhibit 10.2

CONFORMED COPY

AMENDMENT NO. 2

THIS AMENDMENT NO. 2 (the “Amendment”) is being executed and delivered as of October 14, 2011, by and among Chicago Bridge and Iron Company N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), Chicago Bridge & Iron Company, a Delaware corporation, as borrower under the hereinafter identified and defined Term Loan Agreement (the “Borrower”), JPMorgan Chase Bank, National Association as administrative agent (the “Administrative Agent”) under said Term Loan Agreement, and the Required Lenders party hereto. All capitalized terms used herein without definition shall have the same meanings as set forth in the Term Loan Agreement.

W I T N E S S E T H:

WHEREAS, the Company, the Borrower, the Lenders and the Administrative Agent are currently parties to that certain Term Loan Agreement dated as of November 9, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”);

WHEREAS, the Company and the Borrower have requested the Lenders to amend the Term Loan Agreement in certain respects;

WHEREAS, the Required Lenders have agreed to amend the Term Loan 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 Company, the Borrower and the Lenders, such parties hereby agree as follows:

1. Amendment. Effective as of the date first written above upon the satisfaction of the conditions set forth in paragraph 2 below, Section 7.3(S) of the Term Loan Agreement is hereby amended by deleting the reference to “$100,000,000” set forth therein and replacing such reference with “$200,000,000”.

2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed and delivered by the Company, the Borrower and the Required Lenders and executed counterparts of the Reaffirmation attached hereto duly executed and delivered by the Subsidiary Guarantors, (ii) for the account of each Lender that executes and delivers its counterpart hereto as and by such time as is requested by the Administrative Agent, an amendment fee in the amount previously disclosed to the Lenders (it being understood that no Lender shall be entitled to an amendment fee hereunder if such Lender is also paid an amendment fee pursuant to the amendment to the Credit Agreement dated as of the date hereof) and (iii) payment and/or reimbursement of its and its affiliates’ fees and expenses (including reasonable out-of-pocket fees and expenses of counsel) in connection herewith.

3. Representation and Warranties. Each of the Company and the Borrower hereby represents and warrants that (i) all of the representations and warranties contained in Article VI of the Term Loan Agreement, as amended hereby, are true and correct and (ii) no Default or Unmatured Default is in effect.

4. 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 Term Loan Agreement or any other documents executed in connection with the Term Loan Agreement, nor constitute a waiver of any provision of the Term Loan Agreement nor any other document executed in connection therewith and (ii) the Term Loan Agreement shall remain in full force and effect in accordance with their original terms.

5. Reference to Term Loan Agreement. Upon the effectiveness of this Amendment, each reference in the Term Loan Agreement or any other Loan Document to “this Agreement,” “hereunder,” or words of like or similar import shall mean and be reference to the Term Loan Agreement, as amended and modified by this Amendment.

6. GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS AMENDMENT, ON BEHALF OF ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY DISPUTE BETWEEN THE COMPANY OR THE 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 TERM LOAN 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.

7. Counterparts. This Amendment may be executed in any number of counterparts by the parties hereto, each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same agreement. The parties hereto agree that delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.

[Signature Pages Follow]

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/ Ronald A. Ballschmiede
Name:		Ronald A. Ballschmiede
Title:		Managing Director

CHICAGO BRIDGE & IRON COMPANY, as the Borrower

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Vice President & Treasurer

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender

By:		/s/ Darren Vanek
Name:		Darren Vanek
Title:		Vice President

BANK OF AMERICA, N.A., as a Lender

By:		/s/ Matthew Griesbach
Name:		Matthew Griesbach
Title:		Director

WELLS FARGO BANK, N.A., as a Lender

By:		/s/ Thomas F. Caver, III
Name:		Thomas F. Caver, III
Title:		Senior Vice President

BNP PARIBAS, as a Lender

By:		/s/ Jamie Dillon
Name:		Jamie Dillon
Title:		Managing Director

By:		/s/ Mary-Ann Wong
Name:		Mary-Ann Wong
Title:		Vice President

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


THE ROYAL BANK OF SCOTLAND plc, as a Lender

By:		/s/ Brian D. Williams
Name:		Brian D. Williams
Title:		Authorized Signatory

FIFTH THIRD BANK, as a Lender

By:		/s/ Mike Mendenhall
Name:		Mike Mendenhall
Title:		Vice President

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

By:		/s/ Page Dillehunt
Name:		Page Dillehunt
Title:		Managing Director

By:		/s/ Sharada Manne
Name:		Sharada Manne
Title:		Director

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender

By:		/s/ Shaheen Malik
Name:		Shaheen Malik
Title:		Vice President

By:		/s/ Rahul Parmar
Name:		Rahul Parmar
Title:		Associate

THE NORTHERN TRUST COMPANY, as a Lender

By:		/s/ Keith L. Burson
Name:		Keith L. Burson
Title:		Vice President

STANDARD CHARTERED BANK, as a Lender

By:		/s/ James P. Hughes
Name:		James P. Hughes
Title:		Director

By:		/s/ Robert K. Reddington
Name:		Robert K. Reddington
Title:		Credit Documentation Manager
Credit Documentation Unit, WB Legal- Americas

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


ABU DHABI INTERNATIONAL BANK INC. as a Lender

By:		/s/ David J. Young
Name:		David J. Young
Title:		Vice President

By:		/s/ Nagy S. Kolta
Name:		Nagy S. Kolta
Title:		Executive Vice President

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Keith Morton
Name:		Keith Morton
Title:		Vice President

ARAB BANKING CORPORATION, as a Lender

By:		/s/ Robert J. Ivosevich
Name:		Robert J. Ivosevich
Title:		General Manager

By:		/s/ T.E. Fitzherbert
Name:		T.E. Fitzherbert
Title:		Vice President

BOKF, N.A. dba Bank of Texas, as a Lender

By:		/s/ Marian Livingston
Name:		Marian Livingston
Title:		Senior Vice President

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


COMPASS BANK, as a Lender

By:		/s/ Susana Campuzano
Name:		Susana Campuzano
Title:		Vice President

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

By:		/s/ Shuji Yabe
Name:		Shuji Yabe
Title:		Managing Director

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:		/s/ Patrick Engel
Name:		Patrick Engel
Title:		Vice President

ING BANK N.V., as a Lender

By:		/s/ Bas Gilbert
Name:		Bas Gilbert
Title:		Director

By:		/s/ E.C. Streng
Name:		E.C. Streng
Title:		Director

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


COMERICA BANK, as a Lender

By:		/s/ Joey Powell
Name:		Joey Powell
Title:		Vice President

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender

By:		/s/ Michael Weinert
Name:		Michael Weinert
Title:		Assistant Vice President

By:		/s/ Sandy Bali
Name:		Sandy Bali
Title:		Associate

DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender

By:		/s/ Ming K. Chu
Name:		Ming K. Chu
Title:		Vice President

By:		/s/ Virginia Cosenza
Name:		Virginia Cosenza
Title:		Vice President

HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

By:		/s/ BC Robinson
Name:		Bruce Robinson
Title:		Vice President

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


RIYAD BANK, HOUSTON AGENCY, as a Lender

By:		/s/ William B. Shepard
Name:		William B. Shepard
Title:		General Manager

By:		/s/ Paul N. Travis
Name:		Paul N. Travis
Title:		Vice President & Head of Corporate Finance

THE BANK OF NOVA SCOTIA, as a Lender

By:		/s/ Mark Sparrow
Name:		Mark Sparrow
Title:		Director

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007

REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 2 in connection with that certain Term Loan Agreement dated as of November 9, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) by and among Chicago Bridge and Iron Company N.V. (the “Company”), Chicago Bridge & Iron Company, as the borrower thereunder (the “Borrower”), JPMorgan Chase Bank, National Association as administrative agent (the “Administrative Agent”) under the Term Loan Agreement and the lenders party to said Term Loan Agreement, which Amendment No. 2 is dated as of October 14, 2011 (the “Amendment”). Capitalized terms used in this Reaffirmation and not defined herein shall have the meanings given to them in the Term Loan Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Guaranty 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 Term Loan Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Term Loan Agreement contained in the above-referenced documents shall be a reference to the Term Loan Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated.

[signature pages follow]


CHICAGO BRIDGE & IRON COMPANY a Delaware corporation

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Vice President & Treasurer

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

CB&I TYLER COMPANY

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

CB&I INC.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

CHICAGO BRIDGE & IRON COMPANY an Illinois corporation

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

A&B BUILDERS, LTD.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

ASIA PACIFIC SUPPLY COMPANY

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

CBI AMERICAS LTD.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


CSA TRADING COMPANY, LTD.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

CB&I WOODLANDS L.L.C.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

CBI COMPANY LTD.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

CENTRAL TRADING COMPANY, LTD.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

CONSTRUCTORS INTERNATIONAL, L.L.C.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

HBI HOLDINGS, L.L.C.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

HOWE-BAKER INTERNATIONAL, L.L.C.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

HOWE-BAKER ENGINEERS, LTD.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


HOWE-BAKER HOLDINGS, L.L.C.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

HOWE-BAKER MANAGEMENT, L.L.C.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

MATRIX ENGINEERING, LTD.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

MATRIX MANAGEMENT SERVICES, L.L.C.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

OCEANIC CONTRACTORS, INC.

By:		/s/ Luciano Reyes
Name:		Luciano Reyes
Title:		Treasurer

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


CBI VENEZOLANA, S.A.

By:		/s/ Kenneth L. Schmidt
Name:		Kenneth L. Schmidt
Title:		President

CBI MONTAJES DE CHILE LIMITADA

By:		/s/ Kenneth L. Schmidt
Name:		Kenneth L. Schmidt
Title:		Legal Representative

CBI CONSTRUCCIONES S.A.

By:		/s/ Kenneth L. Schmidt
Name:		Kenneth L. Schmidt
Title:		Alternate Director

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


CB&I EUROPE B.V.

By:		/s/ Raymond Buckley
Name:		Raymond Buckley
Title:		Managing Director

CBI EASTERN ANSTALT

By:		/s/ Raymond Buckley
Name:		Raymond Buckley
Title:		Director

CBI LUXEMBOURG S.a.r.L.

By:		/s/ Raymond Buckley
Name:		Raymond Buckley
Title:		Director

CMP HOLDINGS B.V.

By:		/s/ Raymond Buckley
Name:		Raymond Buckley
Title:		Director

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


CBI CONSTRUCTORS PTY. LTD.

By:		/s/ Geoffrey Ronald Loft
Name:		Geoffrey Ronald Loft
Title:		Director

CBI ENGINEERING CONSULTANT (SHANGHAI) CO. LTD.

By:		/s/ Geoffrey Ronald Loft
Name:		Geoffrey Ronald Loft
Title:		Executive Director

CBI (PHILIPPINES), INC.

By:		/s/ Geoffrey Ronald Loft
Name:		Geoffrey Ronald Loft
Title:		Treasurer

CBI OVERSEAS, LLC

By:		/s/ Geoffrey Ronald Loft
Name:		Geoffrey Ronald Loft
Title:		Director

CBI CONSTRUCTORS (PNG) PTY. LIMITED

By:		/s/ Ross Adame
Name:		Ross Adame
Title:		Director

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


CBI CONSTRUCTORS LIMITED

By:		/s/ Kevin Forder
Name:		Kevin Forder
Title:		Director

CBI HOLDINGS (U.K.) LIMITED

By:		/s/ Kevin Forder
Name:		Kevin Forder
Title:		Director

CB&I UK LIMITED

By:		/s/ Kevin Forder
Name:		Kevin Forder
Title:		Director

CB&I LUMMUS CREST LTD.

By:		/s/ L.T.M. Kester
Name:		L.T.M. Kester
Title:		Managing Director

CB&I LUMMUS MALTA LIMITED

By:		/s/ L.T.M. Kester
Name:		L.T.M. Kester
Title:		Director

LUTECH RESOURCES LIMITED

By:		/s/ L.T.M. Kester
Name:		L.T.M. Kester
Title:		Director

NETHERLANDS OPERATING COMPANY B.V.

By:		/s/ Imre A. Csoti
Name:		Imre A. Csoti
Title:		Director

CB&I LUMMUS B.V.

By:		/s/ Imre A. Csoti
Name:		Imre A. Csoti
Title:		Director

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.

By:		/s/ Peter K. Bennett
Name:		Peter K. Bennett
Title:		Director

PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.

By:		/s/ Peter K. Bennett
Name:		Peter K. Bennett
Title:		Director

SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.

By:		/s/ Peter K. Bennett
Name:		Peter K. Bennett
Title:		Director

CHICAGO BRIDGE & IRON (ANTILLES) N.V.

By:		/s/ Peter K. Bennett
Name:		Peter K. Bennett
Title:		Managing Director

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


LUMMUS TECHNOLOGY HEAT TRANSFER B.V.

By:		/s/ Ronald A. Ballschmiede
Name:		Ronald A. Ballschmiede
Title:		Director

LEALAND FINANCE COMPANY B.V.

By:		/s/ Ronald A. Ballschmiede
Name:		Ronald A. Ballschmiede
Title:		Managing Director

CB&I LUMMUS PTE LTD.

By:		/s/ Ronald A. Ballschmiede
Name:		Ronald A. Ballschmiede
Title:		Director

CB&I OIL & GAS EUROPE B.V.

By:		/s/ Ronald A. Ballschmiede
Name:		Ronald A. Ballschmiede
Title:		Director

CBI COLOMBIANA S.A.

By:		/s/ Ronald A. Ballschmiede
Name:		Ronald A. Ballschmiede
Title:		Director

CHICAGO BRIDGE & IRON COMPANY B.V.

By:		/s/ Ronald A. Ballschmiede
Name:		Ronald A. Ballschmiede
Title:		Managing Director

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


CB&I LUMMUS GLOBAL INTERNATIONAL CORPORATION

By:		/s/ John R. Albanese, Jr.
Name:		John R. Albanese, Jr.
Title:		Vice President - Finance & Treasurer

HUA LU ENGINEERING CO., LTD.

By:		/s/ John R. Albanese, Jr.
Name:		John R. Albanese, Jr.
Title:		Director

LUMMUS CATALYST COMPANY LTD.

By:		/s/ John R. Albanese, Jr.
Name:		John R. Albanese, Jr.
Title:		Vice President & Treasurer

CB&I LUMMUS GLOBAL OVERSEAS CORPORATION

By:		/s/ John R. Albanese, Jr.
Name:		John R. Albanese, Jr.
Title:		Vice President & Treasurer

CATALYTIC DISTILLATION TECHNOLOGIES (CDTECH) a Texas general partnership

By:		/s/ John R. Albanese, Jr.
Name:		John R. Albanese, Jr.
Title:		Management Committee Member

LUMMUS TECHNOLOGY INC.

By:		/s/ John R. Albanese, Jr.
Name:		John R. Albanese, Jr.
Title:		Senior Vice President, Chief Financial Officer, & Treasurer

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


CBI SERVICES, INC.

By:		/s/ Terrence G. Browne
Name:		Terrence G. Browne
Title:		Treasurer

WOODLANDS INTERNATIONAL INSURANCE COMPANY LIMITED

By:		/s/ Robert Havlick
Name:		Robert Havlick
Title:		Director

CB&I FINANCE COMPANY LIMITED

By:		/s/ Travis L. Stricker
Name:		Travis L. Stricker
Title:		Director

CBI HUNGARY HOLDING LIMITED LIABILITY COMPANY

By:		/s/ Sergio M. Lopez
Name:		Sergio M. Lopez
Title:		Managing Director

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007


LUMMUS NOVOLEN TECHNOLOGY GMBH

By:		/s/ Godofredo Follmer
Name:		Godofredo Follmer
Title:		Managing Director

CB&I LUMMUS GMBH

By:		/s/ Andreas Schwarzhaupt
Name:		Andreas Schwarzhaupt
Title:		Director

CB&I LUMMUS S.R.O.

By:		/s/ Hynek Jicinsky
Name:		Hynek Jicinsky
Title:		Managing Director

CBI PERUANA S.A.C.

By:		/s/ Peter Rano
Name:		Peter Rano
Title:		General Manager

HORTON CBI LIMITED

By:		/s/ Marc R. Beauregard
Name:		Marc R. Beauregard
Title:		President

Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007