AMENDMENT NO. 1
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 |
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By: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director |
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CHICAGO BRIDGE & IRON COMPANY B.V., as a Subsidiary Borrower | ||
By: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx 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: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer |
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CBI SERVICES, INC., as a Subsidiary Borrower | ||
By: Name: Title: |
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CHICAGO BRIDGE & IRON COMPANY (DELAWARE), as a Subsidiary Borrower | ||
By: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer |
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CB&I TYLER COMPANY, as a Subsidiary Borrower | ||
By: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Treasurer |
JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA), as Administrative Agent and as a Lender | ||
By: H. Xxxxx Xxxxx Name: H. Xxxxx Xxxxx Title: Vice President |
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BANK OF AMERICA, N.A., as Syndication Agent and as a Lender | ||
By: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director |
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BANK OF MONTREAL, as a Documentation Agent and as a Lender | ||
By: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director |
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XXXXX FARGO BANK, N.A., as a Documentation Agent and as a Lender | ||
By: Xxxxxx X. Xxxxx, III Name: Xxxxxx X. Xxxxx, III Title: Vice President |
BNP PARIBAS, as a Documentation Agent and as a Lender | ||
By: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President |
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By: Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President |
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THE ROYAL BANK OF SCOTLAND plc , as a Documentation Agent and as a Lender | ||
By: Name: Title: |
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FORTIS CAPITAL CORP., as a Lender | ||
By: Name: Title: |
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By: Name: Title: |
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CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as a Lender |
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By: Name: Title: |
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By: Name: Title: |
BARCLAYS BANK plc, as a Lender | ||
By: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Associate Director |
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CALYON NEW YORK BRANCH, as a Lender | ||
By: Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Direct |
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By: Philippe Soustra Name: Philippe Soustra Title: Executive Vice President |
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UBS LOAN FINANCE LLC, as a Lender | ||
By: Xxxxxxx X. Saint Name: Xxxxxxx X. Saint Title: Director |
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By: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director |
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PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||
By: Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President |
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REGIONS BANK, as a Lender | ||
By: Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President, Corporate Banking |
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ALLIED IRISH BANK, PLC, as a Lender | ||
By: Name: Title: |
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By: Name: Title: |
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THE NORTHERN TRUST COMPANY, as a Lender | ||
By: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President |
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STANDARD CHARTERED BANK, as a Lender | ||
By: Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President |
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By: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: AVP/Credit Documentation |
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ABU DHABI INTERNATIONAL BANK INC, as a Lender | ||
By: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President |
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By: Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President |
AMEGY BANK NATIONAL ASSOCIATION, as a Lender | ||
By: Name: Title: |
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BANK OF NEW YORK, as a Lender | ||
By: Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President |
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HIBERNIA NATIONAL BANK, as a Lender | ||
By: Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President |
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WOODFOREST NATIONAL BANK, as a Lender | ||
By: Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: President |