EXHIBIT 10.14
AMENDMENT NO. 1 TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(this "Agreement"), dated effective as of May 16, 2003, is entered into by and
among THE SHAW GROUP INC., a Louisiana corporation (the "Borrower"), the
Subsidiaries of the Borrower listed on the signature pages hereto as Guarantors
(together with each other Person who subsequently becomes a Guarantor,
collectively, the "Guarantors"), the banks and other financial institutions
listed on the signature pages hereto under the caption "Lenders" (together with
each other Person who becomes a Lender, collectively, the "Lenders"), and CREDIT
LYONNAIS NEW YORK BRANCH, individually as a Lender and as administrative agent
for the other Lenders (in such capacity together with any other Person who
becomes the agent, the "Agent").
INTRODUCTION
WHEREAS, the Borrower, the Guarantors, the Agent and the Lenders are
parties to that certain Third Amended and Restated Credit Agreement dated as of
March 17, 2003 ("Credit Agreement"); and
WHEREAS, the Borrower has requested that the Agent and the Lenders
amend certain provisions of the Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE I
AGREEMENT
SECTION 1.1. DEFINITIONS. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE
DEFINED SHALL HAVE THE MEANINGS GIVEN SUCH TERMS IN THE CREDIT AGREEMENT.
SECTION 1.2. AMENDMENT TO SECTION 5.25. THE FIRST SENTENCE OF SECTION 5.25 IS
HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING TWO NEW
SENTENCES:
"Within ninety days after the Effective Date, the Borrower
shall deliver to the Agent the documents identified on Schedule 5.25,
each in form and substance satisfactory to the Agent and with
sufficient copies for the Lenders, where appropriate, executed by the
relevant Person; provided that (a) with respect to the landlord's
agreements, the Borrower shall not be required to deliver such
agreements for locations that individually hold less than $500,000 of
Inventory so long as the aggregate amount of Inventory held at such
locations does not exceed $5,000,000 at any time, and (b) with respect
to the account control agreements, the Borrower shall not be required
to deliver such agreements for bank accounts that individually have a
balance of less than $100,000 so long as the aggregate balance of such
bank accounts does not exceed $3,000,000 at any time. Notwithstanding
anything contained herein to the contrary, (i) the Borrower shall, at
all times, cause the value of Inventory held at locations not covered
by landlord's agreements satisfactory to the Agent to be less than
$500,000 at any one location and less than $5,000,000 in the aggregate
for all such locations, (ii) the Borrower shall, at all times, cause
the deposits held in bank accounts not covered by bank account control
agreements satisfactory to the Agent to be less than $100,000 in any
one bank account and less than $3,000,000 in the aggregate for all such
bank accounts, and (iii) the Borrower hereby acknowledges and agrees
that neither the Agent nor any Lender waives or relinquishes any of its
respective rights or interests arising under the Loan Documents,
including without limitation, any security interest granted therein, by
permitting the Borrower or any Subsidiary to hold Inventory at a
location that is not covered by landlord's agreement or to maintain a
bank account that is not covered by a bank account control agreement."
SECTION 1.3. AMENDMENT TO SECTION 6.15. SECTION 6.15 OF THE CREDIT AGREEMENT IS
HEREBY AMENDED BY ADDING A NEW CLAUSE (g) AS FOLLOWS:
"(g) Liens granted by Stone & Webster Limited or by Shaw Group
UK Limited and securing Indebtedness permitted under Section 6.11(g);
provided that (i) such Liens, in the aggregate, shall not secure more
than British Pounds Sterling 5,000,000 of Indebtedness, and (ii) such
Liens shall encumber only plant, property and equipment of Stone &
Webster Limited or Shaw Group UK Limited, as applicable."
ARTICLE II
MISCELLANEOUS; RATIFICATION
SECTION 2.1. REPRESENTATIONS TRUE; NO DEFAULT.
(a) THE BORROWER AND THE GUARANTORS REPRESENT AND WARRANT THAT THIS
AGREEMENT 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 AGREEMENT, 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 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
REAFFIRMED, RENEWED AND EXTENDED.
SECTION 2.3. ADDITIONAL INFORMATION. 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. MISCELLANEOUS PROVISIONS. (a) FROM AND AFTER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, 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 AGREEMENT 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 AGREEMENT.
(d) THIS AGREEMENT 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 AGREEMENT.
(f) EACH GUARANTOR HEREBY ACKNOWLEDGES THAT ITS EXECUTION AND DELIVERY
OF THIS AGREEMENT DOES NOT INDICATE OR ESTABLISH AN APPROVAL OR CONSENT
REQUIREMENT BY THE GUARANTORS UNDER THE GUARANTY IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF AMENDMENTS TO THE CREDIT AGREEMENT, THE NOTES OR ANY
OF THE OTHER LOAN DOCUMENTS (OTHER THAN THE GUARANTY).
SECTION 2.5 BINDING EFFECT. ONCE EXECUTED BY THE BORROWER, THE GUARANTORS AND
THE REQUIRED LENDERS, THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE BORROWER, THE GUARANTORS, LENDERS, AGENTS AND THE SUCCESSORS AND
ASSIGNS OF THE AGENTS AND LENDERS. THE BORROWER AND THE GUARANTORS SHALL NOT
HAVE THE RIGHT TO ASSIGN ITS RIGHTS HEREUNDER OR ANY INTEREST HEREIN.
SECTION 2.6. CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS. WITHOUT LIMITATION OF THE FOREGOING, NOTHING IN THIS AGREEMENT, OR IN THE
NOTES OR IN ANY OTHER LOAN DOCUMENT SHALL BE DEEMED TO CONSTITUTE A WAIVER OF
ANY RIGHTS WHICH ANY LENDER MAY HAVE UNDER APPLICABLE FEDERAL LEGISLATION
RELATING TO THE AMOUNT OF INTEREST WHICH SUCH LENDER MAY CONTRACT FOR, TAKE,
RECEIVE OR CHARGE IN RESPECT OF THE LOAN AND THE LOAN DOCUMENTS, INCLUDING ANY
RIGHT TO TAKE, RECEIVE, RESERVE AND CHARGE INTEREST AT THE RATE ALLOWED BY THE
LAW OF THE STATE WHERE ANY LENDER IS LOCATED.
[SIGNATURE PAGES FOLLOW.]
IN WITNESS WHEREOF, the Borrower, the Guarantors, the Lenders and the
Agent have executed this Agreement as of the date first above written.
THE SHAW GROUP INC.
By: /s/ ROBERT L. BELK
-------------------------------------
Name: Robert L. Belk
Title: Executive Vice President and
Chief Financial Officer
GUARANTORS:
WHIPPANY VENTURE I, L.L.C.
By: /s/ Conformed Signature
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
SHAW CONSTRUCTORS, INC.
By: /s/ Conformed Signature
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
STONE & WEBSTER MICHIGAN, INC.
By: /s/ GARY P. GRAPHIA
-------------------------------------
Gary P. Graphia
Secretary
SO-GLEN GAS CO., LLC
BY ITS SOLE MEMBER,
EMCON/OWT, INC.
By: /s/ ROBERT L. BELK
-------------------------------------
Robert L. Belk
Executive Vice President, Assistant
Treasurer and Assistant Chief Financial
Officer
EMCON/OWT, INC.
By: /s/ ROBERT L. BELK
-------------------------------------
Robert L. Belk
Executive Vice President, Assistant
Treasurer and Assistant Chief Financial
Officer
GUARANTORS (CONTINUED):
AMERICAN PLASTIC PIPE AND
SUPPLY, L.L.C.
LFG SPECIALTIES, L.L.C.
SHAW ENVIRONMENTAL &
INFRASTRUCTURE, INC.
SHAW FACILITIES, INC.
SHAW INFRASTRUCTURE, INC.
SHAW PROPERTY HOLDINGS, INC.
STONE & WEBSTER - IT RUSSIA
MANAGEMENT CONSULTANTS, INC.
By: /s/ ROBERT L. BELK
-----------------------------------------
Robert L. Belk
Executive Vice President and Treasurer
STONE & WEBSTER - JSC MANAGEMENT
CONSULTANTS, INC.
By: /s/ ROBERT L. BELK
-----------------------------------------
Robert L. Belk
Senior Vice President and Treasurer
SHAW BENECO, INC.
SHAW E & I INVESTMENT HOLDINGS, INC.
By: /s/ ROBERT L. BELK
-----------------------------------------
Robert L. Belk
Executive Vice President
POWER TECHNOLOGIES, INC.
By: /s/ ROBERT L. BELK
-----------------------------------------
Robert L. Belk
Vice President and Assistant Treasurer
GUARANTORS (CONTINUED):
B.F. SHAW, INC.
C.B.P. ENGINEERING CORP.
FIELD SERVICES, INC.
PROSPECT INDUSTRIES (HOLDINGS) INC.
SHAW A/DE, INC.
SHAW ALLOY PIPING PRODUCTS, INC.
SHAW CAPITAL, INC.
SHAW CONNEX, INC.
SHAW ENVIRONMENTAL, INC.
SHAW FABRICATORS, INC.
SHAW FCI, INC.
SHAW FVF, INC.
SHAW GLOBAL ENERGY SERVICES, INC.
SHAW GRP OF CALIFORNIA
SHAW HEAT, INC.
SHAW INDUSTRIAL SUPPLY CO., INC.
SHAW INTELLECTUAL PROPERTY
HOLDINGS, INC.
SHAW INTERNATIONAL, INC.
SHAW JV HOLDINGS, L.L.C.
SHAW MAINTENANCE, INC.
By: /s/ ROBERT L. BELK
-----------------------------------------
Robert L. Belk
Vice President and Treasurer
S C WOODS, L.L.C.
BY ITS SOLE MEMBER,
STONE & WEBSTER, INC.
By: /s/ ROBERT L. BELK
--------------------------------
Robert L. Belk
Vice President and Treasurer
GUARANTORS (CONTINUED):
SHAW MANAGED SERVICES, INC.
SHAW MANAGEMENT SERVICES
ONE, INC.
SHAW NAPTECH, INC.
SHAW PIPE SHIELDS, INC.
SHAW PIPE SUPPORTS, INC.
SHAW POWER SERVICES GROUP, L.L.C.
SHAW POWER SERVICES, INC.
SHAW PROCESS AND INDUSTRIAL
GROUP, INC.
SHAW PROCESS FABRICATORS, INC.
SHAW SERVICES, L.L.C.
SHAW SSS FABRICATORS, INC.
SHAW SUNLAND FABRICATORS, INC.
SHAW WORD INDUSTRIES
FABRICATORS, INC.
STONE & WEBSTER ASIA, INC.
STONE & WEBSTER HOLDING ONE, INC.
STONE & WEBSTER HOLDING TWO, INC.
STONE & WEBSTER INTERNATIONAL
HOLDINGS, INC.
STONE & WEBSTER INTERNATIONAL, INC.
STONE & WEBSTER MANAGEMENT
CONSULTANTS, INC.
STONE & WEBSTER MASSACHUSETTS, INC.
STONE & WEBSTER PROCESS
TECHNOLOGY, INC.
By: /s/ ROBERT L. BELK
-----------------------------------------
Robert L. Belk
Vice President and Treasurer
STONE & WEBSTER SERVICES, L.L.C.
STONE & WEBSTER, INC.
SWINC ACQUISITION FIVE, L.L.C.
By: /s/ ROBERT L. BELK
-----------------------------------------
Robert L. Belk
Vice President and Treasurer
GUARANTORS (CONTINUED):
STONE & WEBSTER CONSTRUCTION
SERVICES, L.L.C.
STONE & WEBSTER CONSTRUCTION, INC.
By: /s/ ROBERT L. BELK
-----------------------------------------
Robert L. Belk
President
ARLINGTONAVENUE E VENTURE,
LLC BY ITS SOLE
MEMBER, LANDBANK
PROPERTIES, L.L.C.
By: /s/ T.A. BARFIELD, JR.
--------------------------------
T.A. Barfield, Jr.
Chief Executive Officer and
Chairman
CAMDEN ROAD VENTURE, LLC
BY ITS SOLE
MEMBER, LANDBANK
PROPERTIES, L.L.C.
By: /s/ T.A. BARFIELD, JR.
--------------------------------
T.A. Barfield, Jr.
Chief Executive Officer and
Chairman
GREAT SOUTHWEST PARKWAY
VENTURE, LLC BY
ITS SOLE MEMBER,
LANDBANK
PROPERTIES, L.L.C.
By: /s/ T.A. BARFIELD, JR.
--------------------------------
T.A. Barfield, Jr.
Chief Executive Officer and
Chairman
GUARANTORS (CONTINUED):
LANDBANK PROPERTIES, L.L.C.
SHAW ENVIRONMENTAL LIABILITY
SOLUTIONS, L.L.C.
THE LANDBANK GROUP, INC.
By: /s/ T.A. BARFIELD, JR.
-----------------------------------------
T.A. Barfield, Jr.
Chief Executive Officer and Chairman
BENICIA NORTH GATEWAY II, L.L.C.
CHIMENTO WETLANDS, L.L.C.
HL NEWHALL II, L.L.C.
JERNEE MILL ROAD, L.L.C.
KATO ROAD II, L.L.C.
KIP I, L.L.C.
LANDBANK BAKER, L.L.C.
MILLSTONE RIVER WETLAND
SERVICES, L.L.C.
NORWOOD VENTURE I, L.L.C.
OTAY MESA VENTURES II, L.L.C.
PLATTSBURG VENTURE, L.L.C.
RARITAN VENTURE I, L.L.C.
SHAW CALIFORNIA, L.L.C.
SHAW CMS, INC.
SHAW REMEDIATION SERVICES, L.L.C.
By: /s/ T.A. BARFIELD, JR.
-----------------------------------------
T.A. Barfield, Jr.
President
CREDIT LYONNAIS NEW YORK BRANCH,
as Agent and as a Lender
By: /s/ Conformed Signature
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Name:
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Title:
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BNP PARIBAS,
as a Lender
By: /s/ Conformed Signature
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Name:
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Title:
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By: /s/ Conformed Signature
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Name:
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Title:
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CREDIT SUISSE FIRST BOSTON,
CAYMAN ISLANDS BRANCH,
as a Lender
By: /s/ Conformed Signature
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Name:
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Title:
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HARRIS TRUST AND SAVINGS BANK,
as a Lender
By: /s/ Conformed Signature
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Name:
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Title:
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U.S. BANK NATIONAL ASSOCIATION
as a Lender
By: /s/ Conformed Signature
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Name:
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Title:
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UNION PLANTERS BANK, N.A.
as a Lender
By: /s/ Conformed Signature
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Name:
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Title:
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UBS AG, CAYMAN ISLANDS BRANCH
as a Lender
By: /s/ Conformed Signature
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Name:
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Title:
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By: /s/ Conformed Signature
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Name:
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Title:
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