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EXHIBIT 10.22(a)
EXECUTION COPY
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
THIS AMENDMENT No. 1 TO CREDIT AGREEMENT (the "Amendment") is made as
of February 6, 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 HARRIS
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 (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 February 6,
2001 and subject to the satisfaction of conditions precedent set forth in
Section 2 below, the Credit Agreement is hereby amended as follows:
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1.1. Section 1.1 of the Credit Agreement is amended to insert immediately
after the phrase "the H-B Acquisition" now appearing in clause (i) of
the definition of "CHANGE OF CONTROL", the following: "and the PDM
Acquisition".
1.2. Section 1.1 of the Credit Agreement is amended to insert immediately
prior to the period (".") at the end of the definition Of "TRANSACTION
DOCUMENTS", the following: ", and, from and after the consummation of
the PDM Acquisition, the documents executed and delivered by the
Company or any of its Subsidiaries in connection with the PDM
Acquisition, including, without limitation, the PDM Acquisition
Agreement".
1.3. Section 1.1 of the Credit Agreement is amended to add the following
definitions thereto in the applicable alphabetical locations:
"PDM ACQUISITION" means the acquisition by the Company of
substantially all of the assets comprising the water and engineered
construction divisions of Pitt-Des Moines, Inc, for consideration
including (i) a cash purchase price of up to $40,000,000 and (ii) the
issuance of 2,848,172 shares of Capital Stock of the Company, and
otherwise on terms consistent in all material respects with the terms
disclosed to the Administrative Agent and set forth in the PDM
Acquisition Agreement.
"PDM ACQUISITION AGREEMENT" means that certain Asset Purchase
Agreement, dated as of February __, 2001, by and between Pitt-Des
Moines, Inc., a Pennsylvania corporation, as the seller, and the
Company and CB&I Constructors, Inc., as the buyers, as delivered to
the Administrative Agent on February 5, 2001.
1.4. Section 2.3 of the Credit Agreement is amended to delete the reference
to "six (6) Interest Periods" and to substitute therefor: "seven (7)
Interest Periods."
1.5. Section 2.14(D)(iii) of the Credit Agreement is amended to delete the
language now contained therein and to substitute the following
therefor:
"(iii) Notwithstanding anything herein to the contrary, (x) from
the Closing Date to but not including the date the PDM Acquisition is
closed and the "Purchase Price" as defined in Section 3.1(a) of the
PDM Acquisition Agreement is paid as provided therein (the "PDM
Effective Date"), the Applicable Floating Rate Margin, Applicable
Eurodollar Margin, Applicable Commitment Fee Percentage and Applicable
L/C Fee Percentages shall be determined based on a Leverage Ratio of
greater than or equal to 1.50 to 1.00 and less than 2.00 to 1.00 and
(y) from and after the PDM Effective Date to but not including the
fifth (5th) Business Day following receipt of the Company's audited
financial statements delivered pursuant to Section 7.1(A)(i) (and
accompanying officer's certificate) for the fiscal quarter ended March
31, 2001, the Applicable Floating Rate Margin, Applicable Eurodollar
Margin, Applicable L/C Fee Percentages and Applicable Commitment Fee
Percentage shall be determined based upon a Leverage Ratio of
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greater than or equal to 2.00 to 1.00 at which time the Applicable
Floating Rate Margin, Applicable Eurodollar Margin, Applicable L/C Fee
Percentages and Applicable Commitment Fee Percentage shall be
determined based on such financial statements and officer's
certificate delivered therewith."
1.6. Article VI of the Credit Agreement is amended to insert the following
new Section 6.22 and Section 6.23 at the end thereof:
6.22. PDM Financial Statements.
(A) Pro Forma Financials. The combined pro forma balance sheet,
income statements and statements of cash flow of the Company and its
Subsidiaries (after giving effect to the PDM Acquisition), copies of
which are attached hereto as Schedule 6.22 to this Agreement, present
on a pro forma basis the financial condition of the Company and such
Subsidiaries as of such date, and demonstrate that the Company and its
Subsidiaries can repay their debts and satisfy their other obligations
as and when due, and can comply with the requirements of this
Agreement. The projections and assumptions expressed in the pro forma
financials referenced in this Section 6.22 were prepared in good faith
and represent management's opinion based on the information available
to the Company at the time so furnished and, since the preparation
thereof and up to the effective date of Amendment No. 1 to this
Agreement, there has occurred no change in the business, financial
condition, operations, or prospects of the Company or any of its
Subsidiaries, or the Company and its Subsidiaries taken as a whole, or
the water and engineered construction divisions of Pitt-Des Moines,
Inc. taken as a whole, which has had or could reasonably be expected
to have a Material Adverse Effect.
(B) Combined Financial Statements. Complete and accurate copies
of the audited, combined statements of income, equity and cash flows
(and the audit reports related thereto) of the water and engineered
construction divisions of Pitt-Des Moines, Inc. for the fiscal years
ended December 31, 1997, December 31, 1998 and December 31, 1999 have
been delivered to the Administrative Agent and such financial
statements were prepared in accordance with generally accepted
accounting principles in effect on the date such statements were
prepared and fairly present the combined financial condition and
operations of the water and engineered construction divisions of
Pitt-Des Moines, Inc. at such date and the combined results of their
operations for the period then ended.
(C) Interim Financial Statements for PDM. Complete and accurate
copies of the unaudited, combined statements of income, equity and
cash flows of the water and engineered construction divisions of
Pitt-Des Moines, Inc. for the nine-month period ended September 30,
2000, have been delivered to the Administrative Agent and such
financial statements were prepared in accordance with generally
accepted accounting principles in effect on the date such statements
were prepared and fairly present the combined financial condition and
operations of the water and engineered construction divisions of
Pitt-Des Moines,
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Inc. at such date and the combined results of their operations for the
period then ended, subject to normal year-end audit adjustments.
6.23. PDM Acquisition Transactions. As of the closing date for
the PDM Acquisition and immediately prior to the making of any Loans
for the purpose of financing the PDM Acquisition:
(i) the PDM Acquisition Agreement is in full force and effect, no
material breach, default or waiver of any term or provision thereof by
the Company or any of its Subsidiaries or, to the best of the
Company's knowledge, the other parties thereto, has occurred (except
for such breaches, defaults and waivers, if any, consented to in
writing by the Administrative Agent) and no action has been taken by
any competent authority which restrains, prevents or imposes any
material adverse condition upon, or seeks to restrain, prevent or
impose any material adverse condition upon, the PDM Acquisition;
(ii) the representations and warranties of the Company and its
Subsidiaries contained in the PDM Acquisition Agreement, if any, are
true and correct in all material respects, and
(iii) all conditions precedent to, and all consents necessary to
permit, the funding of the PDM Acquisition have been satisfied or
waived with the approval of the Administrative Agent (such approval
not to be unreasonably withheld).
1.7. Section 7.3(A)(viii) of the Credit Agreement is amended to delete the
reference to "$30,000,000" and to substitute therefor: "$35,000,000."
1.8. Section 7.3(F) of the Credit Agreement is amended (i) to insert the
phrase "and the PDM Acquisition" after the first occurrence of the
phrase "the H-B Acquisition", and to insert, "the PDM Acquisition"
after the second occurrence of the phrase "the H-B Acquisition", in
each case now appearing in clause (a) thereof; (ii) to insert the
phrase "(other than the PDM Acquisition)" immediately after the phrase
"since the Closing Date" now appearing in clause (a)(6) thereof; (iii)
to re-letter clause (ii) thereof as "clause (b)"; and (iv) to insert
the following new clause (c) at the end thereof:
(c) On or prior to the date of the PDM Acquisition, the Company
shall furnish to the Administrative Agent each of the following, with
sufficient copies for the Lenders, all in form and substance
satisfactory to the Administrative Agent and the Lenders:
(1) Evidence satisfactory to the Administrative Agent that (i)
all conditions precedent to the consummation of the PDM
Acquisition have been satisfied or waived with the approval of
the Administrative Agent, (ii) the PDM Acquisition Agreement has
been approved by all necessary corporate action of the Board of
Directors of the Loan Parties party thereto, and have not been
amended, waived or modified without the
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approval of the Administrative Agent and (iii) the
representations and warranties in the PDM Acquisition Agreement
shall be accurate as of the date of the PDM Acquisition; and the
Administrative Agent and the Lenders shall have received an
opinion of counsel satisfactory to them as to (a) the
enforceability of the PDM Acquisition Agreement and (b) the Loan
Parties' compliance with law in respect thereof;
(2) Evidence satisfactory to the Administrative Agent that all
required governmental approvals related to the PDM Acquisition
have been obtained and all related filings made and any
applicable waiting periods shall have expired or been terminated;
(3) Evidence satisfactory to the Administrative Agent that there
exists no injunction or temporary restraining order which, in the
judgment of the Administrative Agent, would prohibit the
consummation of the PDM Acquisition, or any litigation seeking
such an injunction or restraining order or which could reasonably
be expected to have material adverse effect on the business or
financial condition of the water and engineered construction
divisions of Pitt-Des Moines, Inc.;
(4) Copies of any fairness opinion issued to the Company in respect
of the PDM Acquisition, and opinions of value, solvency and
other appropriate factual information and advice in form and
substance reasonably satisfactory to the Administrative Agent
from the Chief Financial Officer of the Company supporting the
conclusions that after giving effect to the PDM Acquisition, the
Company and its Subsidiaries on a consolidated basis are Solvent
and will be Solvent subsequent to incurring the indebtedness
contemplated under the Transaction Documents (after giving effect
to the PDM Acquisition), will be able to pay its debts and
liabilities as they become due and will not be left with
unreasonably small working capital for general corporate
purposes; and
(5) Such other documents as the Administrative Agent may have
reasonably requested, including, without limitation, a copy of
the final, executed PDM Acquisition Agreement, and all
instruments, agreements and other documents related thereto,
including, without limitation, any shareholder agreement.
1.9. Section 7.4(B) of the Credit Agreement is amended to insert
immediately after the reference to "("Fixed Charge Coverage Ratio")"
the following:
"without duplication"
and is further amended to insert immediately after the reference to
"Restricted Payments" in clause (ii)(d) the following:
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"other than Restricted Payments made to purchase Capital Stock of the
Company from Pitt-Des Moines, Inc. acquired by Pitt-Des Moines, Inc.
in connection with the PDM Acquisition"
and is further amended to insert immediately after the reference to
"Rentals for such period" in clause (ii)(e) the following:
"plus (f) amounts paid during such period with respect to Capitalized
Lease Obligations".
1.10. Section 7.4(D) of the Credit Agreement is amended to add at the end
of clause (c) immediately after the reference to "Equity Interests"
the following:
"except for the adjustment made to reflect the issuance of Equity
Interests in connection with the PDM Acquisition plus (d) seventy
percent (70%) of the amount by which stockholders' equity of the
Company is, in accordance with Agreement Accounting Principles,
adjusted as a result of the issuance of Equity Interests by the
Company in connection with the PDM Acquisition."
1.11. The Schedules to the Credit Agreement are amended to add a new
Schedule 6.22 in the form attached to this Amendment and to
substitute the attached Schedules 1.1.5 and 6.8 for those now part
of the Credit Agreement.
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) payment of an amendment fee of 5 basis points (0.05%) on the
Commitment of each Lender that approves this Amendment and returns a
signature page signed by such Lender to James E. Clark of Sidley &
Austin by telecopy (312-853-7036) by 5:00 p.m. (Chicago time) on
Friday, January 12, 2001; and
(d) 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
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(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.
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.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
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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/ Gerald M. Glenn
--------------------------
Name: Gerald M. Glenn
Title: Managing Director
CB&I CONSTRUCTORS, INC., as a
Subsidiary Borrower
By: /s/ Timothy J.P. Moran
--------------------------
Name: Timothy J.P. Moran
Title: Treasurer
CBI SERVICES, INC., as a Subsidiary
Borrower
By: /s/ Dennis C. Planic
--------------------------
Name: Dennis C. Planic
Title: Treasurer
CHICAGO BRIDGE & IRON COMPANY
(DELAWARE), as a Subsidiary Borrower
By: /s/ Timothy J.P. Moran
--------------------------
Name: Timothy J.P. Moran
Title: Treasurer
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CB&I TYLER COMPANY, as a Subsidiary
Borrower
By: /s/ Timothy J.P. Moran
-------------------------------
Name: Timothy J.P. Moran
Title: Treasurer
AGENTS AND LENDERS: BANK ONE, NA (having its principal
office in Chicago, Illinois), as
Administrative Agent and as a Lender
By: /s/ Richard T. Bedell
-------------------------------
Name: Richard T. Bedell
Title: Vice President
BANK OF AMERICA, N.A., as Syndication
Agent and as a Lender
By: /s/ Charles F. Lilygren
-------------------------------
Name: Charles F. Lilygren
Title: Managing Director
HARRIS TRUST AND SAVING BANK, as
Documentation Agent and as a Lender
By: /s/ David M. Rubin
-------------------------------
Name: David M. Rubin
Title: Managing Director
ABN AMRO BANK N.V., as a Lender
By: /s/ Thomas K. Peterson
-------------------------------
Name: Thomas K. Peterson
Title: Senior Vice President
By: /s/ Mary L. Honda
-------------------------------
Name: Mary L. Honda
Title: Group Vice President
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THE CHASE MANHATTAN BANK, as a
Lender
By: /s/ C.J. Droogan
---------------------------
Name: C.J. Droogan
Title: Vice President
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ATTACHMENT A
REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy of the
foregoing Amendment No. 1 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 HARRIS TRUST AND SAVINGS BANK, as Documentation
Agent, and BANC ONE CAPITAL MARKETS, INC., as Lead Arranger and Sole Book Runner
(as amended and as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), which Amendment No. 1 is
dated as of February __, 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 Leader, 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: February ___, 2001
CHICAGO BRIDGE & IRON COMPANY CHICAGO BRIDGE & IRON COMPANY
(DELAWARE)
By /s/ TIMOTHY J.P. MORAN By /s/ TIMOTHY J.P. MORAN
- ------------------------------------- ------------------------------------
Name: Timothy J.P. Moran Name: Timothy J.P. Moran
Title: Treasurer Title: Treasurer
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CB&I TYLER COMPANY CBI CONSTRUCTORS PTY, LTD.
By /s/ Timothy J.P. Moran By /s/ David J. Cochrane
---------------------------- ------------------------------
Name: Timothy J.P. Moran Name: David J. Cochrane
Title: Treasurer Title: Director
CB&I CONSTRUCTORS, INC. LEALAND FINANCE COMPANY B.V.
By /s/ Timothy J.P. Moran By /s/ Timothy J.P. Moran
---------------------------- ------------------------------
Name: Timothy J.P. Moran Name: Timothy J.P. Moran
Title: Treasurer Title: Managing Director
CBI SERVICES, INC. CB&I (EUROPE) B.V.
By /s/ Dennis C. Planic By /s/ J.H. Schurink
---------------------------- ------------------------------
Name: Dennis C. Planic Name: J.H. Schurink
Title: Treasurer Title: Director
HORTON CBI, LIMITED ARABIAN GULF MATERIAL SUPPLY
COMPANY, LIMITED
By /s/ James W. House By /s/ Alan R. Black
---------------------------- ------------------------------
Name: James W. House Name: Alan R. Black
Title: Treasurer Title: Vice President
CBI VENEZOLANA, S.A. ASIA PACIFIC MATERIAL SUPPLY
COMPANY LTD.
By /s/ Mario Marquez By /s/ Timothy J.P. Moran
---------------------------- ------------------------------
Name: Mario Marquez Name: Timothy J.P. Moran
Title: Vice President Title: Treasurer
CBI EASTERN ANSTALT CBI COMPANY LIMITED
By /s/ Timothy J.P. Moran By /s/ Timothy J.P. Moran
---------------------------- ------------------------------
Name: Timothy J.P. Moran Name: Timothy J.P. Moran
Title: Administrator Title: Treasurer
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CBI CONSTRUCCIONES S.A. CHICAGO BRIDGE & IRON (ANTILLES)
N.V.
By: /s/ William P. Hare By: /s/ Gerald M. Glenn
---------------------------- ----------------------------
Name: William P. Hare Name: Gerald M. Glenn
Title: Vice President Title: Managing Director
CBI CONSTRUCTORS LIMITED CHICAGO BRIDGE & IRON COMPANY
B.V.
By: /s/ J.H. Schurink By: /s/ Gerald M. Glenn
---------------------------- ----------------------------
Name: J.H. Schurink Name: Gerald M. Glenn
Title: Director Title: Managing Director
CBI HOLDINGS (U.K.) LIMITED CMP HOLDINGS B.V.
By: /s/ J.H. Schurink By: /s/ J.H. Schurink
---------------------------- ----------------------------
Name: J.H. Schurink Name: J.H. Schurink
Title: Director Title: Director
CBI OVERSEAS, LLC PACIFIC RIM MATERIAL SUPPLY
COMPANY, LTD.
By: /s/ By: /s/ Alan R. Black
---------------------------- ----------------------------
Name: Name: Alan R. Black
Title: Title: Vice President
CENTRAL TRADING COMPANY, LTD.
By: /s/ Timothy J.P. Moran
----------------------------
Name: Timothy J.P. Moran
Title: Treasurer
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HOWE-BAKER INTERNATIONAL, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: President and Chief Executive Officer
HOWE-BAKER ENGINEERS, LTD.
By and through its General Partner
Howe-Baker Management, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: President
HOWE-BAKER HOLDINGS, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: President and Chief Executive Officer
HOWER-BAKER MANAGEMENT, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: President
HOWE-BAKER, L.P.
By and through its General Partner
Howe-Baker Management, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: President
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MATRIX ENGINEERING, LTD.
By and through its General Partner
Howe-Baker International Management, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: Chairman of the Board and Chief Executive Officer
HBI HOLDINGS, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: President and Chief Executive Officer
HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: Chairman of the Board and Chief Executive Officer
A & B BUILDERS, LTD.
By and through its General Partner
Matrix Management Services, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: Chairman of the Board and Chief Executive Officer
MATRIX MANAGEMENT SERVICES, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: Chairman of the Board and Chief Executive Officer
16
CALLIDUS TECHNOLOGIES INTERNATIONAL, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: Chairman of the Board
CALLIDUS TECHNOLOGIES, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: Chairman of the Board
CONSTRUCTORS INTERNATIONAL, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: President and Chief Executive Officer
PROCESS MANAGEMENT, L.L.C.
By: /s/ Ronald D. Brazzel
--------------------------
Name: Ronald D. Brazzel
Title: President Chief Executive Officer