EX-10.1 2 d822192dex101.htm EX-10.1 EXECUTION VERSION
EXHIBIT 10.1
EXECUTION VERSION
WAIVER AND THIRD AMENDMENT dated as of November 12, 2014 (this “Third Amendment”), to the Credit Agreement dated as of August 7, 2013 (as heretofore amended, the “Credit Agreement”), among Willbros Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).
WHEREAS, the Loan Parties, the Agent and the financial institutions named therein as Lenders are parties to the Credit Agreement, pursuant to which the Lenders agreed to make Loans and provide certain other credit accommodations to the Borrower.
WHEREAS, the Borrower has requested that the Lenders grant a waiver of certain Defaults or Events of Default specified below that result from the Restatement, the failure to deliver to the Administrative Agent the Third Quarter Financial Statements and the corresponding Compliance Certificate within 45 days after the end of the fiscal quarter ending September 30, 2014 and the failure to file with the SEC a periodic report with respect to the quarterly period ending September 30, 2014 on or before the applicable deadline established by the SEC with respect to such periodic report of the Borrower, and that the Credit Agreement be amended, all as specified herein.
WHEREAS, pursuant to, and in compliance with the requirements of, Section 10.01 of the Credit Agreement, the Lenders party hereto, which constitute at least the Majority Lenders, are willing to waive such Defaults and Events of Default and agree to such amendments, in each case on the terms and subject to the conditions set forth herein.
SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SECTION 2. Amendments to Credit Agreement. As of the Third Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:
(a) By replacing Section 6.15 of the Credit Agreement with the following:
Fiscal Quarters Ending | Minimum Interest Coverage Ratio | |
September 30, 2013 | 3.00 to 1.00 | |
December 31, 2013 | 3.25 to 1.00 | |
March 31, 2014 and June 30, 2014 | 3.50 to 1.00 | |
September 30, 2014 | 2.75 to 1.00 | |
December 31, 2014, March 31, 2015 and June 30, 2015 | 2.00 to 1.00 | |
September 30, 2015 and December 31, 2015 | 2.50 to 1.00 | |
March 31, 2016 | 2.75 to 1.00 | |
June 30, 2016 | 3.00 to 1.00 | |
September 30, 2016 and thereafter | 3.50 to 1.00 |
(b) By replacing Section 6.16 of the Credit Agreement with the following:
Fiscal Quarters Ending | Maximum Total Leverage Ratio | |
September 30, 2013 and December 31, 2013 | 4.00 to 1.00 | |
March 31, 2014 | 3.50 to 1.00 | |
June 30, 2014 and September 30, 2014 | 3.00 to 1.00 | |
December 31, 2014, March 31, 2015 and June 30, 2015 | 4.50 to 1.00 | |
September 30, 2015 | 4.00 to 1.00 | |
December 31, 2015 | 3.50 to 1.00 | |
March 31, 2016 | 3.25 to 1.00 | |
June 30, 2016 | 3.00 to 1.00 | |
September 30, 2016 and thereafter | 2.75 to 1.00 |
2
incorrectness of any representation or certification by or on behalf of any Loan Party or a Financial Officer thereof that the Second Quarter Financial Statements are in conformity with GAAP, (c) any Default or Event of Default to the extent attributable to any failure by the Loan Parties to comply with Sections 5.06(b) or 5.06(c) of the Credit Agreement solely on account of the Third Quarter Financial Statements and the corresponding Compliance Certificate not being delivered or deemed to have been delivered to the Administrative Agent within 45 days after the end of the fiscal quarter ending September 30, 2014 and (d) any Default or Event of Default to the extent attributable to any failure by the Loan Parties to comply with Section 5.02(a) solely on account of the failure by the Borrower to file with the SEC the Third Quarter 10-Q on or before the applicable deadline established by the SEC with respect thereto.
SECTION 6. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH FURTHER IN SECTION 10.13 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WAS SET FORTH IN FULL HEREIN, MUTATIS MUTANDIS.
3
WILLBROS GROUP, INC. | ||
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | Vice President-Treasurer |
[Third Amendment]
ACKNOWLEDGED AND AGREED BY:
WILLBROS UNITED STATES HOLDINGS, INC.
WILLBROS GOVERNMENT SERVICES (U.S.), LLC
WILLBROS CONSTRUCTION (U.S.), LLC
WILLBROS ENGINEERS (U.S.), LLC
WILLBROS ENGINEERING CALIFORNIA (U.S.), INC.
WILLBROS MIDSTREAM SERVICES (U.S.), LLC
WILLBROS PROJECT SERVICES (U.S.), LLC
WILLBROS ENGINEERS, LLC
WILLBROS DOWNSTREAM, LLC
PREMIER WEST COAST SERVICES, INC.
CONSTRUCTION TANK SERVICES, L.L.C.
WILLBROS UTILITY T&D HOLDINGS, LLC
WILLBROS T&D SERVICES, LLC
XXXXXXX CONSTRUCTION MANAGEMENT CO., INC.
XXXXXXX CONSTRUCTION CO., L.P.
WILLBROS UTILITY T&D GROUP COMMON PAYMASTER, LLC
XXXXX, LLC
WILLBROS UTILITY T&D OF MASSACHUSETTS, LLC
WILLBROS UTILITY T&D OF NEW YORK, LLC
PREMIER UTILITY SERVICES, LLC
LINEAL INDUSTRIES, INC.
SKIBECK PIPELINE COMPANY, INC.
TRAFFORD CORPORATION
UTILX CORPORATION
UTILX OVERSEAS HOLDINGS, INC.
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | Vice President- Treasurer |
[Third Amendment]
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | KKR LENDING PARTNERS FUNDING III LLC | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | KKR CREDIT RELATIVE VALUE MASTER FUND L.P. | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | BCBSM, INC. | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | HMO MINNESOTA | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | CCT FUNDING LLC | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | KKR-VRS CREDIT PARTNERS L.P. | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | 8 CAPITAL PARTNERS L.P. | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | CORPORATE CAPITAL TRUST, INC. | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | KKR CORPORATE CREDIT PARTNERS L.P. | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | KKR DEBT INVESTORS II (2006)(IRELAND) L.P. | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | KKR FLOATING RATE FUND L.P. | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | KKR INCOME OPPORTUNITIES FUND | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | MARYLAND STATE RETIREMENT AND PENSION SYSTEM | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | OREGON PUBLIC EMPLOYEES RETIREMENT FUND | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | KKR-PBPR CAPITAL PARTNERS L.P. | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | KKR LENDING PARTNERS FUNDING LLC | |||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||
Name: | Xxxxxxx Xxxxx | |||||||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | REDWOOD OPPORTUNITY MASTER FUND, LTD. | |||||||
By: | REDWOOD CAPITAL MANAGEMENT, LLC IT’S INVESTMENT MANAGER | |||||||
By: | /s/ Xxxxxxxx Xxxxxxx | |||||||
Name: | Xxxxxxxx Xxxxxxx | |||||||
Title: | Managing Member |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | REDWOOD MASTER FUND, LTD. | |||||||
By: | REDWOOD CAPITAL MANAGEMENT, LLC IT’S INVESTMENT MANAGER | |||||||
By: | /s/ Xxxxxxxx Xxxxxxx | |||||||
Name: | Xxxxxxxx Xxxxxxx | |||||||
Title: | Managing Member |
SIGNATURE PAGE TO
WAIVER AND THIRD AMENDMENT
TO THE CREDIT AGREEMENT OF
WILLBROS GROUP, INC.
Name of Institution: | PONTUS HOLDINGS LTD. | |||||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||
Title: | Chief Financial Officer | |||||||
Quadrant Capital Advisors, Inc. | ||||||||
Investment Advisor to Pontus Holdings Ltd. |