KBR, INC. AND CITIBANK, N.A., as Trustee INDENTURE Dated as of November 15, 2018 2.50% Convertible Senior Notes due 2023Indenture • November 16th, 2018 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York
INDENTURE dated as of November 15, 2018 between KBR, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Citibank, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • February 25th, 2021 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
THIS SEVERANCE AND CHANGE IN CONTROL AGREEMENT (“Agreement”) is made by and between KBR Technical Services, Inc., a Delaware corporation (“Employer”), KBR, Inc., a Delaware corporation and parent company of Employer (“Company”), and _______________ (“Executive”).
KBR, INC. (a Delaware corporation)Purchase Agreement • November 16th, 2018 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York
KBR, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers,” which term shall also include any initial purchaser substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $350,000,000 aggregate principal amount of the Company’s 2.50% Convertible Senior Notes due 2023 (the “Initial Securities”) and (ii) the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option to purchase all or any part of an additional $52,500,000 aggregate principal amount of its 2.50% Convertible Senior
November 12, 2018Warrant Agreement • November 16th, 2018 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by KBR, Inc. (“Company”) to Citibank, N.A. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
From: BNP ParibasBase Call Option Transaction • November 16th, 2018 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between BNP Paribas (“Dealer”) and KBR, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 4th, 2020 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • May 4th, 2020 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • April 30th, 2024 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 30th, 2024 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • February 12th, 2020 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of February 7, 2020, is entered into by and among KBR, INC., a Delaware corporation (“KBR”), each subsidiary of KBR identified as a “Borrower” on the signature pages hereto (the “New Borrowers” and together with KBR, the “Borrowers” and each a “Borrower”), as borrowers, the Guarantors (as identified on the signature pages hereto, and together with the Borrowers, the “Loan Parties”), each Lender (as defined below) party hereto, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • April 30th, 2024 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
AMENDMENT NO. 13 TO CREDIT AGREEMENTCredit Agreement • August 19th, 2024 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York
PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • May 4th, 2020 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
TRANSITION SERVICES AGREEMENT BETWEEN HALLIBURTON ENERGY SERVICES, INC. and KBR, INC. Dated November 20, 2006Transition Services Agreement • November 27th, 2006 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Delaware
This TRANSITION SERVICES AGREEMENT (the “Agreement”) is entered into as of the 20th day of November, 2006 by and between Halliburton Energy Services, Inc., a Delaware corporation (“HESI”), and KBR, Inc., a Delaware corporation (“KBR”).
EMPLOYEE MATTERS AGREEMENT BETWEEN HALLIBURTON COMPANY and KBR, INC. Dated November 20, 2006Employee Matters Agreement • November 27th, 2006 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is entered into as of the 20th day of November, 2006 by and between Halliburton Company, a Delaware corporation (“Halliburton”), and KBR, Inc., a Delaware corporation (“KBR”).
TAX SHARING AGREEMENT BY AND AMONG HALLIBURTON COMPANY AND ITS AFFILIATED COMPANIES AND KBR INC. AND ITS AFFILIATED COMPANIES January 1, 2006Tax Sharing Agreement • February 28th, 2007 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Delaware
This Tax Sharing Agreement (the “Agreement”), dated as of this 1st day of January, 2006, by and between HALLIBURTON COMPANY, a Delaware corporation (“Halliburton”), KBR Holdings LLC, a Delaware limited liability company (“KBR Holdings”), and KBR, Inc., a Delaware corporation (“KBR, Inc.”), is entered into as of the 15th day of November, 2006 and subsequently amended as of February 26, 2007.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2007 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2007, between Halliburton Company, a Delaware corporation (“Halliburton”), and KBR, Inc., a Delaware corporation (the “Company”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 28th, 2017 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
AGREEMENT AND PLAN OF MERGER BY AND AMONG KBR WYLE SERVICES, LLC ASTRID MERGER SUB, LLC CENTAURI PLATFORM HOLDINGS, LLC, AND THE REPRESENTATIVE IDENTIFIED HEREIN DATED AS OF AUGUST 17, 2020Merger Agreement • August 19th, 2020 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 17, 2020, by and among (a) KBR Wyle Services, LLC, a Delaware limited liability company (“Parent”), (b) Astrid Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), (c) Centauri Platform Holdings, LLC, a Delaware limited liability company (the “Company”), and (d) Centauri ACP Holdings, LLC, a Delaware limited liability company, solely in its capacity as representative for the Equityholders (the “Representative”). Parent, Merger Sub, the Company and, as applicable, the Representative are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.” Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in ARTICLE XI.
REVOLVING CREDIT AGREEMENT Dated as of September 25, 2015 amongRevolving Credit Agreement • October 1st, 2015 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York
This Amended and Restated Credit Agreement (this "Agreement") is entered into as of the date set forth above, among KBR, Inc., a Delaware corporation (the "Borrower"), and Citibank, N.A., a national banking association ("Citibank"), as Administrative Agent and as an Issuing Bank, the other Issuing Banks party hereto and the Banks party hereto.
US EMPLOYEE – 3-Year Vesting 1 PERFORMANCE STOCK UNIT AGREEMENT AGREEMENT by and between KBR, Inc., a Delaware corporation (the “Company”), and ________________ (“Employee”) made effective as of ____________________ (the “Grant Date”). 1. Grant of...Performance Stock Unit Agreement • May 1st, 2023 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
MASTER SEPARATION AGREEMENT BETWEEN HALLIBURTON COMPANY AND KBR, INC. Dated as of November 20, 2006Master Separation Agreement • November 27th, 2006 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Delaware
THIS MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of November 20, 2006 by and between Halliburton Company, a Delaware corporation (“Halliburton”), and KBR, Inc., a Delaware corporation (“KBR”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article I hereof.
CREDIT AGREEMENTCredit Agreement • April 27th, 2018 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York
US EMPLOYEE – 3-Year Vesting 1 RESTRICTED STOCK UNIT AGREEMENT AGREEMENT by and between KBR, Inc., a Delaware corporation (the “Company”), and ________________ (“Employee”) made effective as of ____________________ (the “Grant Date”). 1. Grant of...Restricted Stock Unit Agreement • May 1st, 2023 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
AMENDMENT NO. 12 TO CREDIT AGREEMENTCredit Agreement • February 13th, 2024 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York
This AMENDMENT NO. 12 TO CREDIT AGREEMENT (this “Amendment”), dated as of February 7, 2024, is entered into by and among KBR, INC., a Delaware corporation (“KBR”), each subsidiary of KBR identified as a “Borrower” or “Designated Borrower” on the signature pages hereto (together with KBR, the “Borrowers” and each a “Borrower”), the Guarantors (as identified on the signature pages hereto, and together with the Borrowers, the “Loan Parties”), each Pro Rata Lender (as defined below) party hereto, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
FORM OF NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • August 2nd, 2007 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
AGREEMENT by and between KBR, Inc., a Delaware corporation (the “Company”) and _____________ (“Employee”) made effective as of the date of the delivery of shares for the closing of the initial public offering of the Company (the “Grant Date”).
FORM OF NONSTATUTORY STOCK OPTION AGREEMENT FOR US AND NON-US EMPLOYEESNonstatutory Stock Option Agreement • June 19th, 2014 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
To carry out the purposes of the KBR, Inc. 2006 Stock and Incentive Plan, as amended and restated (the “Plan”), by affording Employee the opportunity to purchase shares of common stock of the Company (“Stock”), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree to the following terms set forth herein. Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan.
FORM OF AMENDMENT NO. 2 TO THE FIVE YEAR REVOLVING CREDIT AGREEMENTFive Year Revolving Credit Agreement • November 9th, 2006 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York
AMENDMENT NO. 2 TO THE FIVE YEAR REVOLVING CREDIT AGREEMENT (this “Second Amendment”), among KBR HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Banks”), and Citibank, N.A., as paying agent (the “Agent”) for the Banks.
INTELLECTUAL PROPERTY MATTERS AGREEMENT BETWEEN HALLIBURTON COMPANY and KBR, INC. Dated November 20, 2006Intellectual Property Matters Agreement • November 27th, 2006 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is entered into as of the 20th day of November, 2006 by and between Halliburton Company, a Delaware corporation (“Halliburton”), and KBR, Inc., a Delaware corporation (“KBR”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof or in the Master Separation Agreement (as defined below).
WARRANT TERMINATION AGREEMENT dated as of November 7, 2023 Between KBR, INC. and CITIBANK, N.A.Warrant Termination Agreement • February 20th, 2024 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York
THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) with respect to the Warrants Confirmation (as defined below) is made as of November 7, 2023, between KBR, Inc. (“Company”) and Citibank, N.A. (“Dealer”).
PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • April 30th, 2024 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
AMENDMENT NO. 1 TO THE THREE YEAR REVOLVING CREDIT AGREEMENTThree Year Revolving Credit Agreement • October 26th, 2011 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York
PRELIMINARY STATEMENT: The Borrower, the Banks and the Administrative Agent have entered into a Three Year Revolving Credit Agreement dated as of November 3, 2009 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), and the Borrower and the Required Banks have agreed to amend the Credit Agreement as hereinafter set forth Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • April 27th, 2011 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 22nd, 2006 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
This Executive Employment Agreement (“Agreement”) is entered into by and between KBR Technical Services, Inc. (“Employer”) and Bruce Alan Stanski, (“Employee”), as of August 1, 2004 (the “Effective Date”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 18th, 2015 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
