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EXHIBIT I
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 is made and effective as of March 7,2001 (the
"Amendment") by and among PITT-DES MOINES, INC., a Pennsylvania corporation
("Seller"), CHICAGO BRIDGE & IRON COMPANY N.V., a Netherlands company ("CB&I"),
and CB&I CONSTRUCTORS, INC., a Texas corporation ("CB&I Sub," and collectively
with CB&I, the "Purchaser").
RECITALS
A. Seller and Purchaser entered into that certain Asset Purchase
Agreement dated as of February 7, 2001 (the "Asset Purchase Agreement").
B. The parties desire to amend the Asset Purchase Agreement upon the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth in this Amendment, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. Purchase Price Adjustment. Section 3.2(a) of the Asset Purchase
Agreement is hereby amended by deleting the phrase "30 days after the Closing
Date" in the second line thereof and substituting therefore "April 15, 2001."
2. Collection of Receivables Constituting Excluded Assets. The second
sentence of Section 3.3 of the Asset Purchase Agreement is hereby amended and
restated to read in its entirety as follows:
"Following the Closing Date, Purchaser agrees (a) to
use its prompt commercially reasonable best efforts
(i) to perform (at Purchaser's sole cost and expense)
all work as and when necessary and required under
each contract to which such Excluded Accounts
Receivable relate in order to enable Seller to
collect the Excluded Accounts Receivable in full on a
timely basis and (ii) acting as agent on behalf of
Seller, to collect (without being obligated to resort
to suit or third party or other extraordinary
collection efforts) all Excluded Account Receivables,
(b) to remit to Seller at the time of the Purchase
Price adjustment provided in Section 3.2 all checks,
money or other cash proceeds received by Seller on or
prior to April 15, 2001 with respect to each such
Excluded Account Receivable, and (c) remit to Seller
all checks, money and other cash proceeds received by
Seller after April 15, 2001, with respect to each
such Excluded Account Receivable within five (5) days
of the receipt by Seller of the same."
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3. Passage of Title and Risk of Loss. The third sentence of Section
9.10 of the Asset Purchase Agreement is hereby amended by deleting the phrase
"Within a reasonable period after the Closing Date (and in no event later than
thirty (30) days thereafter)" and substituting therefore "Not later than April
15, 2001".
4. Effect of Amendment. Except as expressly set forth herein, all terms
and conditions of the Asset Purchase Agreement shall remain unchanged and in
full force and effect.
5. Counterparts. This Amendment may be executed in counterparts, each
of which when so executed being deemed an original and all of which taken
together constituting one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first above written.
PITT-DES MOINES, INC.
By: /s/ X.X. Xxxxx
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Name: X. X. Xxxxx
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Title: Vice President Finance & Treasurer
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CHICAGO BRIDGE & IRON COMPANY N. V.
By: CHICAGO BRIDGE & IRON COMPANY
B. V., its Managing Director
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Executive Vice President -
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Chief Marketing Officer
CB&I CONSTRUCTORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: President
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