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EXHIBIT 10.22(b)
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (the "Amendment") is made as
of March 26, 2001 by and among CHICAGO BRIDGE & IRON COMPANY N.V. (the
"Company"), CB&I CONSTRUCTORS, INC., CBI SERVICES, INC., CHICAGO BRIDGE & IRON
COMPANY (DELAWARE) and CB&I TYLER COMPANY (collectively, the "Subsidiary
Borrowers", and, together with the Company, the "Borrowers"), the financial
institutions listed on the signature pages hereof (the "Lenders"), BANK ONE, NA
(having its principal office in Chicago, Illinois), in its individual capacity
as a Lender and in its capacity as contractual representative (the
"Administrative Agent"), BANK OF AMERICA, N.A., as Syndication Agent, and XXXXXX
TRUST AND SAVINGS BANK, as Documentation Agent, under that certain Credit
Agreement dated as of December 1, 2000 by and among the Borrowers, the financial
institutions party thereto, the Administrative Agent, the Syndication Agent, the
Documentation Agent and BANC ONE CAPITAL MARKETS, INC., as Lead Arranger and
Sole Book Runner (as amended by Amendment No. 1 dated February 6, 2001, and as
the same may be amended, restated, supplemented or otherwise modified from time
to time, the "Credit Agreement"). Defined terms used herein and not otherwise
defined herein shall have the meaning given to them in the Credit Agreement.
WITNESSETH
WHEREAS, the Borrowers, the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent are parties to the Credit
Agreement; and
WHEREAS, the Borrowers have requested that the Administrative Agent,
the Syndication Agent, the Documentation Agent and the requisite number of
Lenders under Section 9.2 of the Credit Agreement amend the Credit Agreement on
the terms and conditions set forth herein; and
WHEREAS, the Borrowers, the requisite number of Lenders under Section
9.2 of the Credit Agreement, the Administrative Agent, the Syndication Agent and
the Documentation Agent have agreed to amend the Credit Agreement on the terms
and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto have agreed to the following amendments to the Credit Agreement:
1. Amendments to the Credit Agreement. Effective as of March 26,
2001 and subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement is hereby amended as follows:
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1.1. Section 2.5(B)(ii)(a) of the Credit Agreement is hereby amended
to insert immediately after the phrase in the first parenthetical
provision that currently reads "as all or part of the
consideration for any Permitted Acquisition" the following:
"and (iii) the sale to D.C. Capital Partners, L.P., Tinicum
Capital Partners, L.P., Tinicum Capital Partners Parallel Fund,
L.P., Tinicum Capital Partners Executive Fund I, L.L.C., Xx.
Xxxxxxxxx X. Xxxxxxxxxxxx and Xx. Xxx Xxxxxxxxxxxx of 807,356
shares Capital Stock of the Company, 524,781 of which have been
repurchased from Pitt-Des Moines, Inc. and were previously issued
and delivered to Pitt-Des Moines, Inc. in connection with the PDM
Acquisition and 282,575 of which were held by Pitt-Des Moines,
Inc. to assure payment in connection with the PDM Acquisition but
have been released and returned to the Company".
2. Conditions of Effectiveness. The effectiveness of this
Amendment is subject to the conditions precedent that the Administrative Agent
shall have received the following:
(a) duly executed originals of this Amendment from each of the
Borrowers, the requisite number of Lenders under Section 9.2 of
the Credit Agreement, the Administrative Agent, the Syndication
Agent and the Documentation Agent;
(b) duly executed originals of a Reaffirmation in the form of
Attachment A attached hereto from each of the Subsidiary
Guarantors identified thereon;
(c) such other documents, instruments and agreements as the
Administrative Agent may reasonably request.
3. Representations and Warranties of the Borrowers.
(a) The Borrowers hereby represent and warrant that this Amendment,
the attached Reaffirmations and the Credit Agreement, as
previously executed and as amended hereby, constitute legal,
valid and binding obligations of the Borrowers and the Subsidiary
Guarantors parties thereto and are enforceable against the
Borrowers and the Subsidiary Guarantors parties thereto in
accordance with their terms (except as enforceability may be
limited by bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors' rights generally).
(b) Upon the effectiveness of this Amendment and after giving effect
hereto, (i) the Borrowers hereby reaffirm all covenants,
representations and warranties made in the Credit Agreement as
amended hereby, and agrees that all such covenants,
representations and warranties shall be true and correct as of
the effective date of this Amendment (unless such representation
and warranty is made as of a specific date, in which case such
representation and warranty shall be true and correct as of such
date) and (ii) no Default or Unmatured Default has occurred and
is continuing.
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4. References to the Credit Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after the date
hereof, each reference in the Credit Agreement (including any
reference therein to "this Credit Agreement," "hereunder,"
"hereof," "herein" or words of like import referring thereto) or
in any other Loan Document shall mean and be a reference to the
Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement and
all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and
effect, and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Administrative Agent or the
Lenders, nor constitute a waiver of any provision of the Credit
Agreement or any other documents, instruments and agreements
executed and/or delivered in connection therewith.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET
SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE
STATE OF ILLINOIS.
6. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
7. Counterparts. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the
day and year first above written.
CHICAGO BRIDGE & IRON COMPANY
N.V., as the Company
By: Chicago Bridge & Iron Company B.V.
Its: Managing Director
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
CB&I CONSTRUCTORS, INC., as a
Subsidiary Borrower
By: /s/ Xxxxxxx X.X. Xxxxx
----------------------------
Name: Xxxxxxx X.X. Xxxxx
Title: Treasurer
CBI SERVICES, INC., as a Subsidiary
Borrower
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
CHICAGO BRIDGE & IRON COMPANY
(DELAWARE), as a Subsidiary Borrower
By: /s/ Xxxxxxx X.X. Xxxxx
----------------------------
Name: Xxxxxxx X.X. Xxxxx
Title: Treasurer
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CB&I TYLER COMPANY, as a Subsidiary
Borrower
By: /s/ Xxxxxxx X.X. Xxxxx
----------------------------
Name: Xxxxxxx X.X. Xxxxx
Title: Treasurer
AGENTS AND LENDERS: BANK ONE, NA (having its principal
office in Chicago, Illinois), as
Administrative Agent and as a Lender
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
BANK OF AMERICA, N.A., as Syndication
Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
XXXXXX TRUST AND SAVINGS BANK, as
Documentation Agent and as a Lender
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Managing Director
ABN AMRO BANK N.V., as a Lender
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
By: /s/ Xxxxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
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THE CHASE MANHATTAN BANK, as a Lender
By:
----------------------------
Name:
Title:
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ATTACHMENT A
REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy of the
foregoing Amendment No. 2 to the Credit Agreement dated as of December 1, 2000
by and among CHICAGO BRIDGE & IRON COMPANY N.V. (the "Company"), CB&I
CONSTRUCTORS, INC., CBI SERVICES, INC., CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
and CB&I TYLER COMPANY (collectively, the "Subsidiary Borrowers", and, together
with the Company, the "Borrowers"), the financial institutions from time to time
party thereto (the "Lenders"), BANK ONE, NA (having its principal office in
Chicago, Illinois), in its individual capacity as a Lender and in its capacity
as contractual representative (the "Administrative Agent"), BANK OF AMERICA,
N.A., as Syndication Agent, and XXXXXX TRUST AND SAVINGS BANK, as Documentation
Agent, and Banc One Capital Markets, Inc., as Lead Arranger and Sole Book Runner
(as amended by Amendment No. 1 dated February 6, 2001, and as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), which Amendment No. 2 is dated as of March 26, 2001 (the
"Amendment"). Capitalized terms used in this Reaffirmation and not defined
herein shall have the meanings given to them in the Credit Agreement. Without in
any way establishing a course of dealing by the Administrative Agent or any
Lender, each of the undersigned reaffirms the terms and conditions of the
Guaranty, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement and
any other Loan Document executed by it and acknowledges and agrees that such
agreement and each and every such Loan Document executed by the undersigned in
connection with the Credit Agreement remains in full force and effect and is
hereby reaffirmed, ratified and confirmed. All references to the Credit
Agreement contained in the above-referenced documents shall be a reference to
the Credit Agreement as so modified by the Amendment and as the same may from
time to time hereafter be amended, modified or restated.
Dated: March 26, 2001
CHICAGO BRIDGE & IRON COMPANY
By /s/ Xxxxxxx X.X. Xxxxx
-----------------------------
Name: Xxxxxxx X.X. Xxxxx
Title: Treasurer
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
By /s/ Xxxxxxx X.X. Xxxxx
-----------------------------
Name: Xxxxxxx X.X. Xxxxx
Title: Treasurer
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CB&I TYLER COMPANY
By /s/ Xxxxxxx X.X. Xxxxx
-----------------------------
Name: Xxxxxxx X.X. Xxxxx
Title: Treasurer
CB&I CONSTRUCTORS, INC.
By /s/ Xxxxxxx X.X. Xxxxx
-----------------------------
Name: Xxxxxxx X.X. Xxxxx
Title: Treasurer
CBI SERVICES, INC.
By /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
XXXXXX CBI, LIMITED
By /s/ Xxxxx X. House
-----------------------------
Name: Xxxxx X. House
Title: Treasurer
CBI VENEZOLANA, S.A.
By /s/ Xxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
CBI EASTERN ANSTALT
By /s/ Xxxx X. Xxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxx
Title: Administrator and Vice President
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CBI CONSTRUCTORS PTY, LTD.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
XXXXXXX FINANCE COMPANY B.V.
By /s/ Xxxxxxx X.X. Xxxxx
-----------------------------
Name: Xxxxxxx X.X. Xxxxx
Title: Managing Director
CB&I (EUROPE) B.V.
By /s/ J. Xxxxxxx Xxxxxxxx
-----------------------------
Name: J. Xxxxxxx Xxxxxxxx
Title: Managing Director
ARABIAN GULF MATERIAL SUPPLY COMPANY, LIMITED
By /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President
ASIA PACIFIC MATERIAL SUPPLY COMPANY LTD.
By /s/ Xxxxxxx X. X. Xxxxx
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Name: Xxxxxxx X.X. Xxxxx
Title: Treasurer
CBI COMPANY LIMITED
By /s/ Xxxxxxx X. X. Xxxxx
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Name: Xxxxxxx X.X. Xxxxx
Title: Treasurer
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CBI CONSTRUCCIONES S.A.
By /s/ Xxxx Xxxxxx Xxxxxxx
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Name: Xxxx Xxxxxx Xxxxxxx
Title: President
CBI CONSTRUCTORS LIMITED
By /s/ J. Xxxxxxx Xxxxxxxx
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Name: J. Xxxxxxx Xxxxxxxx
Title: Managing Director
CBI HOLDINGS (U.K.) LIMITED
By /s/ Melbourne X. Xxxxx
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Name: Melbourne X. Xxxxx
Title: Director
CBI OVERSEAS, LLC
By /s/ Xxxx Xxxx Xxxx
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Name: Xxxx Xxxx Xxxx
Title: Treasurer
CENTRAL TRADING COMPANY, LTD.
By /s/ Xxxxxxx X. X. Xxxxx
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Name: Xxxxxxx X.X. Xxxxx
Title: Treasurer
CHICAGO BRIDGE & IRON (ANTILLES) N.V.
By /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
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CHICAGO BRIDGE & IRON COMPANY B.V.
By /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Managing Director
CMP HOLDINGS B.V.
By /s/ J. Xxxxxxx Xxxxxxxx
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Name: J. Xxxxxxx Xxxxxxxx
Title: Managing Director
PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
By /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President
XXXX-XXXXX INTERNATIONAL, L.L.C.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
XXXX-XXXXX ENGINEERS, LTD.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
XXXX-XXXXX HOLDINGS, L.L.C.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
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XXXX-XXXXX MANAGEMENT, L.L.C.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
XXXX-XXXXX, X.X.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
MATRIX ENGINEERING, LTD.
By /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
HBI HOLDINGS, L.L.C.
By /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
XXXX-XXXXX INTERNATIONAL MANAGEMENT, L.L.C.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman of the Board and Chief Executive Officer
A&B BUILDERS, LTD.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman of the Board and Chief Executive Officer
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MATRIX MANAGEMENT SERVICES, L.L.C.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman of the Board and Chief Executive Officer
CALLIDUS TECHNOLOGIES INTERNATIONAL, L.L.C.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman of the Board
CALLIDUS TECHNOLOGIES, L.L.C.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman of the Board
CONSTRUCTORS INTERNATIONAL, L.L.C.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
PROCESS MANAGEMENT, L.L.C.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
