EXHIBIT 10.6
AMENDMENT AND RESTATEMENT TO CREDIT AGREEMENT
This Amendment and Restatement to Credit Agreement (this "Amendment")
dated to be effective as of May 1, 2001 (the "Amendment") is among THE SHAW
GROUP, INC., a Louisiana corporation (the "Borrower"), the Subsidiaries of the
Borrower listed on the signature pages hereto as Guarantors, the banks and other
financial institutions listed on the signature pages attached hereto (the
"Lenders"), BANK ONE, NA, whose main office is in Chicago, Illinois,
individually as a Lender ("Bank One"), as Issuer and as administrative agent for
the other Lenders (in such capacity, the "Agent"), FIRSTAR BANK, N.A.,
individually as a Lender and as syndication agent (the "Syndication Agent"),
CREDIT LYONNAIS NEW YORK BRANCH, individually as a Lender and as documentation
agent (the "Documentation Agent") and UNION PLANTERS BANK, N.A., individually as
a Lender and as CoAgent (the "CoAgent" and, together with the Agent, the
Documentation Agent and the Syndication Agent, the "Agents"). Capitalized terms
not defined herein shall have the meaning assigned to such terms in the Credit
Agreement.
INTRODUCTION
A. The Borrower, the Lenders, the Guarantors and the Agents are parties
to that certain Amended and Restated Credit Agreement dated effective as of the
Effective Date, as therein defined (the "Original Agreement"), which Original
Agreement has been amended by that certain Amendment to Amended and Restated
Credit Agreement (the "First Amendment") dated April 30, 2001, effective as of
the Effective Date (the Original Agreement, as amended by the First Amendment is
herein referred to as the "Credit Agreement").
B. The Borrower has requested that the Agents and Lenders modify the
Credit Agreement to permit the issuance by Borrower of certain liquid yield
option notes.
C. The Lenders and the Agents are agreeable to such requests upon the
terms and conditions herein stated.
THEREFORE, the Borrower, the Guarantors, the Lenders and the Agents
hereby agree that the Credit Agreement is hereby amended and restated in its
entirety to read in the form of the Credit Agreement as it currently exists,
with amendments to certain sections thereof, as follows:
ARTICLE I
CREDIT AGREEMENT
Section 1.1 Definitions.
(a) All capitalized terms used herein and not otherwise
defined shall have the meanings given in the Credit Agreement.
(b) A new definition of "LYONs" is hereby added in
alphabetical order, as follows:
"LYONs" is defined in Section 6.11(ix).
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(c) The definition of "Consolidated Interest Expense" is
hereby deleted and replaced with the following:
"Consolidated Interest Expense" means, for any Person, with
reference to any period, the actual interest expense of such
Person and its Subsidiaries calculated on a consolidated basis
for such period excluding any amortization of financing fees
incurred in connection with this Agreement and excluding any
non cash interest expense related to the LYONs (as defined
below).
Section 1.2 Amendment to Section 6.11. A new part (ix) is hereby added
to Section 6.11, as follows:
(ix) Indebtedness evidenced by those certain liquid yield
option notes due 2021 in an amount not in excess of
$790,000,000 in face value, more particularly
described in that certain Offering Memorandum dated
April 26, 2001, prepared by Merrill Lynch & Co., in
the form provided to the Agent (the "LYONs").
Section 1.3 Amendment to Section 6.17. A new sentence is hereby added
to the end of Section 6.17 as follows:
Notwithstanding the foregoing, the Borrower may
voluntarily prepay principal or interest on its or
any of its Subsidiaries' Indebtedness existing on the
date hereof with the proceeds from the LYONs.
Section 1.4 New Section 6.22.5. A new Section 6.22.5 is hereby added,
as follows:
6.22.5 LYONs. Only for purposes of calculating the ratio above
in Subsection 6.22.1, obligations of Borrower under the LYONs
shall not be included as Consolidated Total Debt.
Section 1.5 New Sections 6.27, 6.28 and 6.29. New Sections 6.27, 6.28
and 6.29 are hereby added, as follows:
6.27. Payment on LYONs. Neither Borrower nor any of its
Subsidiaries shall prepay or redeem all or any portion of the
LYONs for cash, whether voluntarily or as may be required by
the holders of the LYONs.
6.28. LYONs Interest Expense. Neither Borrower nor any of its
Subsidiaries shall pay cash interest expense with respect to
the LYONs.
6.29. LYONs Indenture. Borrower shall not amend or agree to
any amendment of the indenture dated May 1, 2001 under which
the LYONs are issued.
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Section 1.6 New Section 7.21. A new Section 7.21 is hereby added, as
follows:
7.21 The occurrence of a default or an event of default under
the indenture dated May 1, 2001 under which the LYONs are
issued or any other event which would allow all or any of the
holders of the LYONs to declare the LYONs to be immediately
due and payable.
Section 1.7 No Waiver of Event of Default. The provisions hereof shall
not in any way be construed to waive, nor shall this Amendment in any way serve
as a waiver of any Default now or hereafter existing under the Credit Agreement
or other Loan Documents, except as expressly set forth herein.
ARTICLE II
MISCELLANEOUS; RATIFICATION
Section 2.1 Representations True; No Default. The Borrower and the
Guarantors represent and warrant, as applicable, that:
(a) The Borrower and the Guarantors represent and warrant that
this Amendment has been duly authorized, executed and delivered on
their behalf and the Credit Agreement as amended hereby, together with
each other Loan Documents to which the Borrower and each of the
Guarantors is a party, constitute valid and legally binding agreements
of the Borrower and the Guarantors enforceable in accordance with their
terms, except as enforceability thereof may be limited by bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, reorganization
or moratorium or other similar law relating to creditors' rights and by
general equitable principles which may limit the right to obtain
equitable remedies (regardless of whether such enforceability is
considered in a proceeding, in equity or at law);
(b) The Borrower represents and warrants that the
representations and warranties of the Borrower contained in Article V
of the Credit Agreement are true and correct in all material respects
on and as of the date hereof as though made on and as of the date
hereof, except to the extent such representations and warranties relate
solely to an earlier date;
(c) The Guarantors represent and warrant that the
representations and warranties of the Guarantors contained in the
Guaranty are true and correct in all material respects on and as of the
date hereof as though made on and as of the date hereof, except to the
extent such representations and warranties relate solely to an earlier
date; and
(d) The Borrower and the Guarantors represent and warrant that
after giving effect to this Amendment, there has not occurred and is
not continuing a Default or an event that with the passage of time
would constitute a Default.
Section 2.2 Ratification and Extension of Liens. The Credit Agreement,
the Notes and all other Loan Documents executed in connection therewith to which
the Borrower or any Guarantor is a party shall remain in full force and effect,
and all rights and powers created thereby or thereunder and under the other Loan
Documents to which the Borrower or any
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Guarantor is a party are in all respects ratified and confirmed. All liens
created by any Loan Document are hereby regranted by the Borrower and the
Guarantors to the Lenders as security for the Obligations. The Borrower and the
Guarantors agree that the obligations of the Borrower and the Guarantors under
the Credit Agreement, the Notes and the other Loan Documents to which the
Borrower or any Guarantor is a party are hereby brought forward, renewed and
extended.
Section 2.3 Expenses, Additional Information. The Borrower shall pay to
the Agent all reasonable expenses incurred in connection with the negotiation
and execution of this Amendment. The Borrower and the Guarantors shall furnish
to the Agent all such other documents, consents and information relating to the
Borrower and the Guarantors as the Agent may reasonably require to accomplish
the purposes hereof.
Section 2.4 Amendment Fee. The Borrower shall pay to the Agent, for the
ratable benefit of the Lenders that have delivered an executed copy of this
Amendment to the Agent no later than 12:00 noon Central Daylight Time on Friday,
April 27, an amendment fee equal to 10 basis points (each basis point equaling
one one-hundredth of one percent) multiplied times the Commitment of each such
Lender.
Section 2.5 Miscellaneous Provisions.
(a) From and after the execution and delivery of this
Amendment, the Credit Agreement shall be deemed to be amended and
modified as herein provided, but, except as so amended and modified,
the Credit Agreement and all other Loan Documents shall continue in
full force and effect.
(b) The Credit Agreement and this Amendment shall be read and
construed as one and the same instrument.
(c) Any reference in any Loan Document to the Credit Agreement
shall be a reference to the Credit Agreement, as amended by this
Amendment.
(d) This Amendment may be signed in any number of counterparts
and by different parties in separate counterparts, each of which shall
be deemed an original but all of which together shall constitute one
and the same instrument.
(e) The headings herein shall be accorded no significance in
interpreting this Amendment.
Section 2.6 Binding Effect. This Amendment shall be binding upon and
inure to the benefit of the Borrower, the Guarantors, Agents and Lenders and the
successors and assigns of the Agent and Lenders. The Borrower and the Guarantors
shall not have the right to assign its rights hereunder or any interest herein.
Section 2.7 Choice of Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, EXCEPT TO THE
EXTENT THAT THE LAWS OF THE UNITED STATES OF AMERICA AND ANY RULES, REGULATIONS
OR ORDERS ISSUED OR
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PROMULGATED THEREUNDER APPLICABLE TO THE AFFAIRS AND TRANSACTIONS OF THE LENDERS
OTHERWISE PREEMPT ILLINOIS LAW, IN WHICH EVENT SUCH FEDERAL LAW SHALL CONTROL.
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EXECUTED to be effective as of the date first written above.
THE SHAW GROUP INC.
By:
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Name: Robert L. Belk
Title: Executive Vice President and
Chief Financial Officer
Address:
8545 United Plaza Boulevard
Baton Rouge, Louisiana 70809
Attention: Robert L. Belk
Telephone: 225-932-2567
Telecopy: 225-932-9146
E-Mail: bob.belk@shawgrp.com
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GUARANTORS:
ACL Piping, Inc.
Associated Valve, Inc.
B.F. Shaw, Inc.
C.B.P. Engineering Corp.
Eagle Industries, Inc.
Gulf Coast Equipment Rental, Inc.
IRM/NAPTech Joint Venture, L.L.C.
Lone Star Fabricators, Inc.
NAPTech PS Corporation
Prospect Industries (Holdings), Inc.
SAON Properties, Inc.
Secorp, Inc.
Shaw Alloy Piping Products, Inc.
Shaw Capital, Inc.
Shaw Connex, Inc.
Shaw Constructors, Inc.
Shaw Energy Services, Inc.
Shaw Fabricators, Inc.
Shaw Fronek A/DE, Inc.
Shaw Fronek Company, Inc.
Shaw-Fronek Fabrication, Inc.
Shaw Fronek Power Services, Inc.
Shaw FVF, Inc.
Shaw Global Energy Services, Inc.
Shaw GRP of California
Shaw Industrial Supply Co., Inc.
Shaw International, Inc.
Shaw Maintenance, Inc.
Shaw Managed Services, Inc.
Shaw Manufacturing and Services, Inc.
Shaw NAPTech, Inc.
Shaw Pipe Shields, Inc.
Shaw Power Services, Inc.
Shaw Process and Industrial Group, Inc.
Shaw Process Fabricators, Inc.
Shaw Services Inc.
Shaw Sunland Fabricators, Inc.
Shaw Word Industries Fabricators, Inc.
Stone & Webster Holding One, Inc.
Stone & Webster Holding Two, Inc.
Stone & Webster, Inc.
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SWINC Acquisition Four, Inc.
SWINC Acquisition Five, L.L.C.
Welding Technology and Supply Inc.
Worldwide Industrial Constructors Inc.
By:
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Name: Gary Graphia
Title Secretary
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BANK ONE, NA,
as Agent, as a Lender and as Issuer
By:
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Name: John J. Zollinger, IV
Title: Associate Director
Address:
c/o Bank One Center, 910 Travis
7th Floor
Houston, Texas 77002
Attention: John J. Zollinger, IV
Telephone: 713-751-6188
Telecopy: 713-751-6777
E-Mail: john_j_zollinger@bankone.com
COMMITMENT: $55,250,000
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CREDIT LYONNAIS NEW YORK BRANCH,
as Documentation Agent and as a Lender
By:
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Name:
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Title:
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COMMITMENT: $37,500,000
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FIRSTAR BANK, N.A., as Syndication Agent and
as a Lender
By:
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Name:
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Title:
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COMMITMENT: $40,000,000
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UNION PLANTERS BANK, N.A.,
as Co-Agent and as a Lender
By:
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Name:
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Title:
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COMMITMENT: $35,000,000
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BNP PARIBAS HOUSTON AGENCY
By:
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Name:
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Title:
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COMMITMENT: $25,000,000
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HARRIS TRUST & SAVINGS BANK
By:
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Name:
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Title:
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COMMITMENT: $18,750,000
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WACHOVIA BANK, N.A.
By:
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Name:
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Title:
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COMMITMENT: $18,500,000
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THE BANK OF NOVA SCOTIA
By:
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Name:
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Title:
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COMMITMENT: $15,000,000
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THE MITSUBISHI TRUST & BANKING CORPORATION
By:
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Name:
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Title:
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COMMITMENT: $15,000,000
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KBC BANK N.V.
By:
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Name:
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Title:
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COMMITMENT: $15,000,000
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BANK HAPOALIM B.M., CHICAGO BRANCH
By:
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Name:
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Title:
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COMMITMENT: $10,000,000
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CHANG HWA COMMERCIAL BANK, LTD.,
NEW YORK BRANCH
By:
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Name:
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Title:
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COMMITMENT: $7,500,000
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NATEXIS BANQUES POPULAIRES
By:
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Name:
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Title:
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COMMITMENT: $7,500,000
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BANC ONE CAPITAL MARKETS, INC.,
as Lead Arranger and Sole Book Runner
By:
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Name: John J. Zollinger, IV,
Title: Associate Director
Address:
c/o Bank One Center, 910 Travis
7th Floor
Houston, Texas 77002
Attention: John J. Zollinger, IV
Telephone: (713) 751-6188
Telecopy: (713) 751-6777
Email: john_j_zollinger@bankone.com
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