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EXHIBIT 7
[Execution]
AMENDMENT TO SHAREHOLDER AGREEMENT
This AMENDMENT TO SHAREHOLDER AGREEMENT ("Amendment") is dated
as of February 7, 2001 by and among WEDGE GROUP INCORPORATED, a Delaware
corporation ("WGI"), CHICAGO BRIDGE & IRON COMPANY N.V., a company organized
under the laws of the Netherlands ("CB&I"), and certain shareholders of CB&I.
W I T N E S S E T H:
WHEREAS, WGI, CB&I and certain shareholders of CB&I are
parties to that certain Shareholder Agreement dated as of December 28, 2000
relating to the shares of common stock, par value NLG .01 per share, of CB&I
("CB&I Stock") owned by WGI and its Affiliates (the "Shareholder Agreement");
WHEREAS, WGI and its Affiliates currently beneficially own
3,675,072 shares of CB&I Stock;
WHEREAS, in order to facilitate the acquisition by CB&I of
certain assets of the engineering and construction and water divisions of
Pitt-Des Moines, Inc. ("PDM") pursuant to an Asset Purchase Agreement of even
date herewith between CB&I and PDM (the "Asset Purchase Agreement"), a
transaction which the Supervisory Board has determined to be in the best
interests of, and of significant potential benefit to, CB&I, its shareholders
and other constituencies, Farinvest, Ltd. (an Affiliate of WGI) is willing to
assist in the financing for such acquisition by purchasing additional shares of
CB&I Stock pursuant to that certain Stock Purchase Agreement of even date
herewith (the "Purchase Agreement");
WHEREAS, in connection with the Asset Purchase Agreement,
CB&I, PDM and certain shareholders of CB&I are simultaneously entering into that
certain Shareholder Agreement of even date herewith (the "PDM Shareholder
Agreement") pursuant to which PDM may require CB&I to acquire any or all of the
Put Shares (as such term is defined in the PDM Shareholder Agreement) under
certain conditions (the "Put");
WHEREAS, in order to assist CB&I in funding the Put, in the
event that the Put is exercised in whole or in part by PDM and certain
conditions are met (including the condition that CB&I does not deliver the
purchase price for the Put Shares to PDM), PDM, CB&I and Farinvest, Ltd. are
entering into that certain Standby Funding Agreement of even date herewith (the
"Funding Agreement") and that certain Agreement and Deed of Pledge of even date
herewith (the "Pledge Agreement"); and
WHEREAS, in order to induce and allow Farinvest, Ltd. to enter
into (i) the Purchase Agreement to provide such financing to CB&I for the
purpose of consummating the PDM acquisition, and (ii) the Funding Agreement and
the Pledge Agreement to provide such funding to CB&I in the event that the Put
is exercised in whole or in part by PDM and certain
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conditions are met (including the condition that CB&I does not deliver the
purchase price for the Put Shares to PDM), the parties are entering into this
Amendment;
NOW THEREFORE, in consideration of the premises herein
contained, and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereby agree as follows:
I. Defined Terms
Each capitalized term used herein but not otherwise defined
herein shall have the meaning ascribed to such term in the Shareholder
Agreement.
The following defined terms are added to Section 1.01 of the
Shareholder Agreement:
"'General Shareholders' means the shareholders of
CB&I other than WGI and First Reserve and their respective
Affiliates and Associates.
'Opposed Transaction' means any (i) Business
Combination, (ii) Recapitalization or (iii) other transaction
that involves the issuance of CB&I Stock that, in the case of
a transaction referred to in (i), (ii) or (iii), all of the
WGI Designees then serving on the Supervisory Board have voted
against at the Supervisory Board level.
'PDM Shares' means (i) the 837,692 registered shares
of CB&I Stock issued to Farinvest, Ltd. on February 7, 2001
pursuant to that certain Stock Purchase Agreement of such date
between CB&I and WGI, and (ii) the Put Shares as defined in
that certain Standby Funding Agreement dated February 7, 2000
among Pitt-Des Moines, Inc., CB&I and Farinvest, Ltd."
II. Amendment of Shareholder Agreement
2.1 Section 2.01(a) of the Shareholder Agreement is
hereby amended in its entirety to read as follows:
"(a) acquire, offer to acquire, announce an intention to
acquire, solicit an offer to sell or agree to acquire by
purchase or otherwise, any Securities, except (i) as a result
of a stock split, stock dividend or Recapitalization approved
by the Supervisory Board, (ii) in connection with a Business
Combination approved by the Supervisory Board, (iii) as
funding for the acquisition by CB&I of certain assets of
Pitt-Des Moines, Inc. ("PDM") relating to PDM's engineering
and construction and water divisions, if, as a result of the
transactions contemplated thereby, the total number of shares
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of Voting Securities beneficially owned (including as a member
of a group, regardless of whether such beneficial ownership is
disclaimed) by WGI and its Affiliates and Associates does not,
after giving effect to such transactions, exceed 19.9% of the
total number of shares of Voting Securities then outstanding
(including the shares issued or to be issued in such
transactions), (iv) pursuant to or in connection with the
Standby Funding Agreement or the Pledge Agreement entered into
in connection with the transactions contemplated by the PDM
acquisition, or (v) if, as a result of such acquisition of
Voting Securities, WGI and its Affiliates and Associates would
beneficially own (including as a member of a group, regardless
of whether such beneficial ownership is disclaimed) in the
aggregate no more than 10.1% of the total number of Voting
Securities outstanding;"
2.2 The first sentence of Section 2.02(a) of the Shareholder
Agreement is hereby amended to add the following proviso at the end of such
sentence (following the second parenthetical and before the period):
"; provided, however, that in the case of an Opposed
Transaction, WGI and its Affiliates shall be permitted to vote
their PDM Shares in the same proportion as the votes of the
General Shareholders who vote upon the Opposed Transaction."
2.3 The first sentence of Section 2.03 is hereby amended to
add a proviso at the end of such sentence (following the phrase "not
contemplated by this Agreement" and before the period):
"; and provided further, that in the case of an Opposed
Transaction, WGI and its Affiliates shall be permitted to vote their PDM Shares
in the same proportion as the votes of the General Shareholders who vote upon
the Opposed Transaction."
2.4 A new Section 2.04 entitled "Representations of WGI" is
hereby inserted after Section 2.03 at the end of Article II of the Shareholder
Agreement to read as follows:
"Section 2.04 Representations of WGI. WGI has
previously provided to CB&I a true and complete copy of its
Schedule 13D dated January 8, 2001 filed with the Commission
relating to WGI's beneficial ownership of CB&I Stock. Neither
First Reserve, PDM, nor any Affiliate of any of such Persons
known to WGI (all such Persons and their Affiliates are
collectively hereinafter referred to as "Significant CB&I
Shareholders"), is an Affiliate or Associate of WGI; neither
WGI nor any of WGI's Affiliates or Associates has any
arrangement, contract, understanding or relationship with any
of such Significant CB&I Shareholders with respect to voting
power or investment power (which terms shall have the meanings
ascribed to such terms under
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Rule 13d-3(a) under the Exchange Act) with respect to any
Voting Securities, and WGI further specifically confirms that
it will observe all restrictions set forth in Section 2.01,
including subsections (g) and (i) thereof, to the extent such
restrictions prohibit any such arrangement, contract,
understanding or relationship by WGI or its Affiliates or
Associates with First Reserve, PDM or any other Significant
CB&I Shareholder. Neither WGI nor any of its Affiliates or
Associates has in the past had any arrangement, contract,
understanding or relationship with First Reserve or PDM (or
any of their respective Affiliates known to WGI) with respect
to voting power or investment power (which terms shall have
the meanings ascribed to such terms under Rule 13d-3(a) under
the Exchange Act) relating to the securities of CB&I."
III. Consent to Transaction.
CB&I's Supervisory Board has, and CB&I hereby does, consent to
the Purchase Agreement, the Funding Agreement, the Pledge Agreement and this
Amendment and waives any restrictions in the Shareholder Agreement that might
restrict either (i) the ability of WGI or any of its Affiliates to enter into or
consummate the transactions contemplated by the Purchase Agreement, the Asset
Purchase Agreement, the Funding Agreement or the Pledge Agreement, or to hold
any shares of CB&I Stock pursuant to or in connection with the Purchase
Agreement, the Funding Agreement or the Pledge Agreement, or (ii) the ability of
WGI or any of its Affiliates to propose or enter into the Purchase Agreement,
the Funding Agreement, the Pledge Agreement or this Amendment.
IV. Effectiveness
Except as specifically provided herein, the Shareholder
Agreement shall otherwise remain unaltered and in full force and effect. This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment as of the date first written above.
WEDGE GROUP INCORPORATED
By: /s/ Xxxxx X. Xxxxxxx
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Title: Vice President
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CHICAGO BRIDGE & IRON COMPANY N.V.
BY: CHICAGO BRIDGE & IRON COMPANY
B.V., ITS MANAGING DIRECTOR
By: /s/ Xxxxxx X. Xxxxx
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Title: Managing Director
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XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
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CB&I Shareholder
XXXXXXX X. XXXXXXX
/s/ X. X. Xxxxxxx
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CB&I Shareholder
