1
EXHIBIT 5
[LETTERHEAD OF WEDGE GROUP INCORPORATED]
October 31, 2000
First Reserve Corporation
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxxxxx
Via Fax: (000) 000-0000
Re: Amendment of Stock Purchase Agreement dated July 30, 2000 by and
between WEDGE Group Incorporated, WGI Tyler, Inc., and First Reserve
Fund VIII, L.P.
Dear Sirs:
This letter agreement (the "Letter Agreement") is to confirm our agreement to
amend the Stock Purchase Agreement dated July 30, 2000 (the "Purchase
Agreement") by and between WEDGE Group Incorporated ("WGI"), WGI Tyler, Inc.,
and First Reserve Fund VIII, L.P. ("First Reserve"). All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Purchase Agreement. The parties hereto have agreed as follows:
1. The current Section 7(c) shall be deleted in its entirety and replaced with
the following:
"(c) The Adjustment Amount is payable after the first anniversary of the
Closing, upon ten days written notice by Purchaser to Sellers that Purchaser has
sold its Shares; provided however, such sale must also have occurred after the
first anniversary of the Closing and before the tenth anniversary of the
Closing."
2. The current Section 7(d) shall be deleted in its entirety and replaced with
the following:
"(d) If at any time after the first anniversary of the Closing but before the
tenth anniversary of the Closing, Purchaser becomes "reasonably insecure," as
such term is used in the context of the Uniform Commercial Code, that Sellers
can fund the Adjustment Amount, Sellers will, upon ten days written notice from
Purchaser, secure Sellers' obligation to pay the Adjustment Amount with a letter
of credit reasonably acceptable to Purchaser."
3. The following provision shall be added as Section 7(e):
"(e) If upon the tenth anniversary of the Closing Purchaser has not sold all of
its Shares, Purchaser shall be deemed for the purposes of determining the
Adjustment Amount due to
2
Letter to First Reserve Corp.
October 31, 2000
Page 2
Purchaser as specified in this Section 7 to have sold on the tenth anniversary
of the Closing any remaining portion of its Shares at the highest mean of the
daily closing prices per share of CBI Stock as reported on the New York Stock
Exchange for any period of 40 consecutive trading days prior to such tenth
anniversary."
4. The following provision shall be added as Section 8.1(c):
"(c) The shareholders of CBI shall have elected the FRF Designees (as that term
is defined in the Shareholders' Agreement ("the First Reserve Shareholders'
Agreement") attached as Annex B to the Shareholder Agreement between Wedge and
CBI)."
5. This Letter Agreement complies with Sections 10 and 11 of the Purchase
Agreement. No action taken in accordance with this Letter Agreement shall be
deemed or interpreted as a violation of any provision of the Purchase Agreement.
[signature page to the Letter Agreement of October 31, 2000 follows]
3
WEDGE GROUP INCORPORATED
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
-------------------------------
WGI TYLER, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Title: President
-------------------------------
ACCEPTED AND AGREED:
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
-------------------------------
Title: Managing Director
----------------------------
cc: (by telefax)
Xxxxxx, Xxxx & Xxxxxxxx LLP
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Fax: (000) 000-0000
[signature page to Letter Agreement of October 31, 2000]
