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EXHIBIT 99.5
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT is dated as of December 28, 2000 between
WEDGE Group Incorporated, a Delaware corporation ("Wedge"), Minefa Holdings,
B.V., a Netherlands company ("Wedge Affiliate" and, collectively with Wedge,
"Transferors") and First Reserve Fund VIII, L.P. (the "Purchaser").
WITNESSETH:
WHEREAS, in connection with the Closing of the Purchase Agreement dated
July 30, 2000, by and between Wedge, WGI Tyler, Inc., Chicago Bridge & Iron
Company N.V. ("CBI") and CB&I Tyler Company with respect to the sale of all of
the issued and outstanding Capital Stock of Xxxx-Xxxxx International L.L.C. (the
"HBI Purchase Agreement"), Wedge will acquire 8,146,665 shares of Common Stock,
par value NLG .01 per share, of Chicago Bridge & Iron Company N.V. (the "CBI
Stock");
WHEREAS, Wedge Affiliate already owns 400,000 of CBI Stock (the
"Currently Owned Shares");
WHEREAS, Transferors desire to sell to the Purchaser, and the Purchaser
desires to purchase from Transferors, 530,000 shares of CBI Stock from
Transferors and desire to enter into this agreement prior to the closing of the
transactions contemplated by the HBI Purchase Agreement;
WHEREAS, the stock purchase contemplated herein is in addition to the
purchases made pursuant to the Stock Purchase Agreement between Wedge, WGI
Tyler, Inc. and Purchaser, dated July 30, 2000, as amended (the "Existing
Agreement");
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. SALE AND PURCHASE OF CBI STOCK. (a) Transferors agree to sell to the
Purchaser and the Purchaser agrees to purchase from Transferors on the date
hereof, 530,000 shares of CBI Stock. The shares of CBI Stock being acquired
under this Agreement are collectively referred to herein as the "Purchased
Shares".
(b) The purchase price to be paid to the Transferors by the Purchaser
for the Purchased Shares shall be $8,612,500 as set forth on Schedule 1 hereto.
No further payment shall be required from the Purchaser for the Purchased
Shares.
SECTION 2. DELIVERIES. (a) As soon as practicable, but no later than January 19,
2001, each of the Transferors will deliver to the Purchaser certificates
registered in the Purchaser's name evidencing the Purchased Shares set forth
opposite the Transferor's name on Schedule 1 hereto and (ii) on or before
January 19, 2001, the Purchaser will deliver to each of the Transferors a
certified or official bank checks (or wire transfers) in an amount equal to the
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purchase price set forth opposite the Transferor's name on Schedule 1 hereto
payable to the order of such Transferor in federal or other immediately
available (same-day) funds.
SECTION 3. DEFINITIONS. The Definitions in the Existing Agreement are hereby
incorporated herein by reference to the Existing Agreement as if fully set forth
herein.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE TRANSFERORS. The
Representations and Warranties of Section 4 of the Existing Agreement are hereby
incorporated herein by reference to the Existing Agreement as if fully set forth
herein and as if made, by and with respect to the Transferors and the Purchased
Shares on the date hereof. The Representations and Warranties of Section 4 of
the Existing Agreement are true and correct as of the date hereof.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Representations
and Warranties of Section 5 of the Existing Agreement are true and correct as of
the date hereof.
SECTION 6. ASSIGNMENT OF RIGHTS UNDER THE HBI PURCHASE AGREEMENT.
6.1 Assignment. With respect to the Purchased Shares that are not
Currently Owned Shares (such shares herein referred to as the "Additional
Shares"), Wedge hereby assigns to the Purchaser all the rights held by Wedge
with respect to their purchase of the Additional Shares under the terms of the
HBI Purchase Agreement, such rights to be a portion of those of Wedge under the
HBI Agreement. These rights with respect to the HBI Purchase Agreement and the
Additional Shares shall include, but not be limited to, all rights to
indemnification provided in the HBI Purchase Agreement with respect to the
purchase of the Additional Shares, any rights relating to the HSR Act (as
defined in the HBI Agreement), and all rights for breach of contract, fraud, or
other remedies at law or in equity available to Wedge as a result of its entry
into the HBI Purchase Agreement and their purchase of the Additional Shares.
6.2 The Covenants of Sections 6.2 through and including 6.4 of the
Existing Agreement are hereby incorporated herein by reference to the Existing
Agreement as if fully set forth herein.
SECTION 7. INTENTIONALLY OMITTED.
SECTION 8. INTENTIONALLY OMITTED.
SECTION 8A. INTENTIONALLY OMITTED.
SECTION 9. INDEMNIFICATION FOR BREACH OF REPRESENTATIONS, WARRANTIES AND
COVENANTS.
(a) The Indemnification provisions of Sections 9(a) and (b) of the
Existing Agreement are hereby incorporated herein by reference to the Existing
Agreement as if fully set forth herein and as if the term "Seller" was replaced
with "Transferors" and as if the term "Shares" was replaced with "Purchased
Shares".
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(b) The Transferors jointly and severally agree to indemnify and hold
the Purchaser harmless from and against and will pay to the Purchaser the full
amount of any loss, damage liability or expense (including amounts paid in
settlement and reasonable attorney's fees and expenses) to the Purchaser that
would have been recoverable by the Purchaser under Section 6 of the Existing
Agreement if the Currently Owned Shares were covered by that Section.
SECTION 10. AMENDMENTS AND WAIVERS. The terms and provisions of this Agreement
may be amended, waived, modified or terminated only with the written consent of
the Transferors and the Purchaser.
SECTION 11. NOTICES. The notice provisions of Section 11 of the Existing
Agreement are hereby incorporated by reference to the Existing Agreement as if
fully set forth herein.
SECTION 12. MISCELLANEOUS. (a) This Agreement, the Existing Agreement and the
Shareholders' Agreements contain the entire agreement between the Purchaser and
the Transferors, and supersede any prior oral or written agreements,
commitments, terms or understandings, regarding the subject matter hereof. Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
(b) The Miscellaneous provisions of Section 12(b) through 12(f) of the
Existing Agreement are hereby incorporated herein by reference to the Existing
Agreement as if fully set forth herein.
(c) Nothing in this agreement is intended to or shall be interpreted to
amend the Existing Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
WEDGE GROUP INCORPORATED
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
MINEFA HOLDINGS, B.V.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx, Xx.
Title: Authorized Agent
FIRST RESERVE FUND VIII, L.P.
By: FIRST RESERVE GP VIII, L.P.,
its general partner
By: FIRST RESERVE CORPORATION,
its general partner
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
[Stock Purchase Agreement Signature Page]
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Transferor Number of Shares Purchase Price
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WEDGE Group Incorporated 130,000 $2,112,500
Minefa Holdings, B.V.
400,000 $6,500,000
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