EXHIBIT 10.26
SECOND AMENDMENT TO CREDIT AGREEMENT
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This SECOND AMENDMENT TO CREDIT AGREEMENT is made and
entered into effective as of October 1, 1998 (this "Amendment")
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among WILLBROS GROUP, INC., a Republic of Panama corporation
("WGI" or the "Company"); the Designated Subsidiaries from time
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to time (WGI and such Designated Subsidiaries collectively, the
"Borrowers" and individually, a "Borrower");
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CREDIT LYONNAIS NEW YORK BRANCH, as a Bank and as Co-Agent; the
several financial institutions from time to time parties to the
Credit Agreement defined below (collectively, the "Banks" and
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individually, a "Bank"), and ABN AMRO BANK N.V., individually
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("ABN AMRO") as a Bank and as agent for the Banks (in such
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capacity, the "Agent").
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R E C I T A L S
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A. The Borrowers, the Agent, the Co-Agent and the Banks
previously entered into that certain Credit Agreement dated as of
February 20, 1997, as amended by First Amendment to Credit
Agreement dated as of April 2, 1998 (such Credit Agreement as
amended called the "Credit Agreement"), pursuant to which the
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Lenders agreed to make certain loans to and extensions of credit on
behalf of the Borrowers upon the terms and conditions as provided
therein.
B. The Company desires to purchase outstanding shares of
its common stock, and the Banks are agreeable to such request.
C. In connection with that request, the Borrowers, the
Agent, the Co-Agent and the Banks now desire to make certain
amendments to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration and the mutual benefits,
covenants and agreements herein expressed, the parties hereto now
agree as follows:
1. All capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings ascribed to such
terms in the Credit Agreement.
2. The definition of "Agreement" in Section 1.1 of the
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Credit Agreement is hereby amended to read as follows:
"Agreement" means this Credit Agreement, as amended
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by the First Amendment and the Second Amendment and as
the same may be amended, modified, supplemented or restated
from time to time.
3. Section 1.1 of the Credit Agreement is hereby
supplemented, where alphabetically appropriate, with the addition
of the following definition:
"Second Amendment" means that certain Second Amendment
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to Credit Agreement dated effective as of October 1, 1998
among the Borrowers, the Agent, the Co-Agent and the Banks.
4. Section 8.10 of the Credit Agreement is hereby amended
to add the following after the end of clause (d) of Section 8.10:
; further provided that (e) during the period commencing
on October 1, 1998 and ending on December 31, 1999,
the Company may purchase or acquire shares of its capital
stock, in addition to the amounts heretofore permitted
pursuant to clause (d), so long as the aggregate purchase
price of such shares does not exceed $8,800,000.
5. Each of the undersigned Subsidiaries hereby expressly
(i) acknowledge the terms of this Amendment, (ii) ratify and
affirm its obligations under the Credit Documents to which it is
a party, (iii) acknowledges, renews and extends its continued
liability under the Credit Documents to which it is a party and
(iv) agrees that the Credit Documents to which it is a party
remain in full force and effect with respect to the Indebtedness.
6. This Amendment shall become binding when the Agent
shall have received counterparts of this Amendment executed by
the Borrowers and the Banks and such other documents as the Agent
or its counsel may reasonably request.
7. The parties hereto hereby acknowledge and agree that,
except as specifically supplemented and amended, changed or
modified hereby, the Credit Agreement shall remain in full force
and effect in accordance with its terms.
8. The Borrowers hereby reaffirm that as of the date of
this Amendment, the representations and warranties made by the
Borrowers in Article V of the Credit Agreement as amended hereby
are true and correct on the date hereof as though made on and as
of the date of this Amendment.
9. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
10. This Amendment may be executed in two or more
counterparts, and it shall not be necessary that the signatures
of all parties hereto be contained on any one counterpart hereof;
each counterpart shall be deemed an original, but all of which
together shall constitute one and the same instrument. Delivery
of an executed signature page by facsimile transmission shall be
as effective as delivery of a manually executed counterpart
hereof.
11. THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT
TOGETHER WITH THE OTHER CREDIT DOCUMENTS EMBODIES THE ENTIRE
AGREEMENT AND UNDERSTANDING AMONG THE PARTIES TO IT AND
SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS AND
UNDERSTANDINGS OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO
THE SUBJECT MATTER HEREOF EXCEPT FOR THE FEE LETTER AND ANY PRIOR
ARRANGEMENTS MADE WITH RESPECT TO THE PAYMENT BY ANY BORROWER OF
(OR ANY INDEMNIFICATION FOR) ANY FEES, COSTS OR EXPENSES PAYABLE
TO OR INCURRED (OR TO BE INCURRED) BY OR ON BEHALF OF THE AGENT
OR THE BANKS.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed effective as of the date first
above written.
BORROWER: WILLBROS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
AGENT AND BANK: ABN AMRO BANK N.V.
By: /s/ W. Xxxxx Xxxxxxx
Name: W. Xxxxx Xxxxxxx
Title: Group Vice President
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
CO-AGENT AND BANK: CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ Xavier Ratouis
Name: Xavier Ratouis
Title: Senior Vice President
BANKS: NATIONSBANK, N.A. (FORMERLY
KNOWN AS BOATMEN'S NATIONAL
BANK OF OKLAHOMA)
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Vice President
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XXX XXXX XX XXXX XXXXXX
By: /s/ F.C.H. Xxxxx
Name: F.C.H. Xxxxx
Title: Senior Manager
Loan Operations
ARAB BANKING CORPORATION
(B.S.C.)
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Deputy General Manager
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LTD.
By: /s/ Illegible
Name:
Title: Vice President
BANK AUSTRIA
AKTIENGESELLSCHAFT - GRAND
CAYMAN BRANCH
By: /s/ Xxxxxxx X. Xxxxxxx
Name: XXXXXXX X. XXXXXXX
Title: SENIOR VICE PRESIDENT
BANK OF OKLAHOMA, N.A.
By: /s/ Xxx Xxxxxx Xxxxxxxxx
Name: Xxx Xxxxxx Xxxxxxxxx
Title: Vice President
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THE BANK OF TOKYO-MITSUBISHI,
LTD.-HOUSTON AGENCY
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President
WILLBROS USA, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
WILLBROS ENGINEERING &
CONSTRUCTION LIMITED
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
MUSKETEER OIL B.V.
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx H. Kamphuijs
Title: HOLLAND INTERTRUST CORPORATION B.V
Managing Director
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