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Exhibit 10.15(a)
First Amendment dated as of
October 31, 1997 (this "Amendment") to the
Credit Agreement dated as of March 6, 1997,
(the "Credit Agreement"), among CHICAGO
BRIDGE & IRON COMPANY N.V., (the "Company"),
the BORROWING SUBSIDIARIES party thereto
(collectively with the Company, the "Borrowers"),
the lenders party thereto (the "Lenders"),
THE CHASE MANHATTAN BANK, as administrative agent
for the Lenders (in such capacity, the
"Administrative Agent").
Whereas the parties hereto desire to amend the Credit Agreement as set
forth herein;
Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each capitalized term used herein which is defined in the
Credit Agreement shall have the meaning assigned to such term in the Credit
Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference contained in the Credit Agreement shall from and
after the date hereof refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment. (i) Section 6.10 is hereby amended to read as
follows:
The Company will not permit Consolidated Capital Expenditures to
exceed (a) $33,000,000 during the fiscal year ending December 31,
1997, or (b) $20,000,000 during any fiscal year thereafter;
provided, the amount of Consolidated Capital Expenditures
permitted in any fiscal year beginning after December 31, 1998,
shall be increased by the lesser of (i) any amount by which
permitted Consolidated Capital Expenditures during the immediately
preceding fiscal year exceeded actual Consolidated Capital
Expenditures during such preceding fiscal year and (ii)
$5,000,000.
(ii) The Company explicitly acknowledges that, except as set
forth in the preceding clause (i), Section 6.10 and each other provision
of the Credit Agreement remains in full force and effect.
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SECTION 3. Effectiveness. This Amendment shall become effective on
the date hereof. Delivery of an executed counterpart of a signature page
of this Amendment by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Amendment.
SECTION 4. Representations and Warranties. The Company represents
and warrants to each of the Lenders and the Administrative Agent that:
(a) Before and after giving effect to this Amendment, the
representations and warranties set forth in Article III of the
Credit Agreement are true and correct in all material respects with
the same effect as if made on the date hereof, except to the extent
such representations and warranties expressly relate to an earlier
date.
(b) Before and after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing.
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day
and year first written above.
CHICAGO BRIDGE & IRON COMPANY
N.V., By: Chicago Bridge & Iron Company B.V.
Its Managing Director
by /s/X. X. Xxxxxxx
___________________________________________
Name: X. X. Xxxxxxx
Title: Managing Director
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THE CHASE MANHATTAN BANK,
individually and as
Administrative Agent,
by /s/Xxxxxxx X. Xxxxxx
___________________________________
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
BANK OF MONTREAL,
by /s/Xxxxxx X. Xxxxxx
___________________________________
Name: Xxxxxx X. Xxxxxx
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO,
by /s/Xxxxxxx Xxxxxxx
_________________________________
Name: Xxxxxxx Xxxxxxx
Title: Authorized Agent
CREDIT SUISSE FIRST BOSTON,
by /s/Xxxx Xxxxxxxxx
___________________________________
Name: Xxxx Xxxxxxxxx
Title: Vice President
by /s/Xxxxxx X. Xxxxxx
___________________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President
UNION BANK OF SWITZERLAND, NEW
YORK BRANCH,
by /s/Xxxxxxxx X. Xxxxxxx
___________________________________
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Treasurer
by /s/X.X. Xxxxxxxx
___________________________________
Name: X. X. Xxxxxxxx
Title: Director
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Exhibit 10.15(b)
Second Amendment dated as of
March 5, 1998 (this "Amendment") to the
Credit Agreement dated as of March 6, 1997 as
amended as of October 31, 1997 (the "Credit
Agreement"), among CHICAGO BRIDGE & IRON
COMPANY N.V. (the "Company"), the BORROWING
SUBSIDIARIES party thereto (collectively with
the Company, the "Borrowers"), the lenders
party thereto (the "Lenders") and THE CHASE
MANHATTAN BANK, as administrative agent for
the Lenders (in such capacity, the
"Administrative Agent").
Whereas the parties hereto desire to amend the Credit
Agreement as set forth herein;
Accordingly, in consideration of the mutual agreements
herein contained and other good and valuable consideration,
the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each capitalized term used
herein which is defined in the Credit Agreement shall have
the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof", "hereunder", "herein" and
"hereby" and each other similar reference contained in the
Credit Agreement shall from and after the date hereof refer
to the Credit Agreement as amended hereby.
SECTION 2. Amendment.
A. Section 6.01(h) is hereby amended to read as
follows:
"(h) other unsecured Indebtedness in an aggregate
principal amount at any time outstanding not in
excess of $20,000,000 minus the aggregate
outstanding amount of the Indebtedness referred to
in paragraph (g) above."
B. Section 6.03 is hereby amended to replace the
dollar amount $1,000,000 with $5,000,000.
C. Subclause (ii) of the second parenthetical in
Section 6.04(a) is hereby amended to read as
follows:
"(ii) other assets with a book value not in excess
of (x) 10% of the shareholders' equity of the
Company (determined in accordance with GAAP)
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during any fiscal year of the Company or (y)
$30,000,000 during the term of this Agreement"
D. Section 6.07(b) is hereby amended to read as
follows:
"(b) the Company may (i) declare and pay dividends
with respect to its capital stock payable in
additional shares of its common stock or (ii) so
long as no Default shall be continuing at the time
thereof or after giving effect thereto, declare
and pay dividends with respect to its capital
stock in cash, or make stock repurchases, in an
aggregate amount not to exceed during any fiscal
year of the Company $5,000,000 plus 10% of
Consolidated Net Income for the immediately
preceding fiscal year,"
The Company explicitly acknowledges that, except
as set forth in the preceding clauses A through D, Sections
6.01, 6.03, 6.04 and 6.07 and each other provision of the
Credit Agreement will remain in full force and effect.
SECTION 3. Effectiveness. This Amendment shall become
effective on the date hereof. Delivery of an executed
counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of
a manually executed counterpart of this Amendment.
SECTION 4. Representations and Warranties. The
Company represents and warrants to each of the Lenders and
the Administrative Agent that:
(a) Before and after giving effect to this
Amendment, the representations and warranties set forth
in Article III of the Credit Agreement are true and
correct in all material respects with the same effect
as if made on the date hereof, except to the extent
such representations and warranties expressly relate to
an earlier date.
(b) Before and after giving effect to this
Amendment, no Default or Event of Default has occurred
and is continuing.
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be
executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together
shall constitute but one contract.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized
officers as of the day and year first written above.
CHICAGO BRIDGE & IRON COMPANY
N.V., By: Chicago Bridge & Iron Company B.V.,
Its Managing Director
by /s/Xxxxxx X. Xxxxx
__________________________
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
THE CHASE MANHATTAN BANK,
individually and as
Administrative Agent,
by /s/Xxxxxx Xxxxxx
__________________________
Name: Xxxxxx Xxxxxx
Title: Managing Director
BANK OF MONTREAL,
by /s/Xxxx X. Xxxxxxxx
___________________________
Name: Xxxx X. Xxxxxxxx
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO,
by /s/Xxxxxxx X. Xxxxxxx
___________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Agent
CREDIT SUISSE FIRST BOSTON,
by
____________________________
Name:
Title:
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XXXXX XXXX XX XXXXXXXXXXX,
XXX XXXX BRANCH,
by /s/Xxxxxxxx X. Xxxxxxx
___________________________
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Treasurer
by /s/Xxxxx Xxxxxxx
____________________________
Name: Xxxxx Xxxxxxx
Title: Vice President Structured
Finance
GULF INTERNATIONAL BANK
B.S.C.
by /s/Abdel-Fattah Tahoun
______________________________
Name: Abdel-Fattah Tahoun
Title: Senior Vice President
by /s/Xxxxxxx X. Xxxxxx
_______________________________
Name: Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
