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[Execution]
AMENDMENT TO PURCHASE AGREEMENT
This AMENDMENT TO PURCHASE AGREEMENT ("Amendment") is dated as
of November 17, 2000 by and among WEDGE GROUP INCORPORATED ("WGI"), WGI TYLER,
INC. ("WGI Sub"), CHICAGO BRIDGE & IRON COMPANY N.V. ("CB&I") and CB&I TYLER
COMPANY ("CB&I Sub").
W I T N E S S E T H:
WHEREAS, WGI, WGI Sub, CB&I and CB&I Sub are parties to that
certain Purchase Agreement dated as of July 30, 2000 relating to the purchase
and sale of Howe-Baker International, Inc. (the "Purchase Agreement"); and
WHEREAS, the parties desire to amend (i) the form of
Shareholder Agreement between First Reserve Fund VIII, L.P. ("First Reserve")
and CB&I which is attached as Annex B to Exhibit A to the Purchase Agreement and
(ii) the form of Shareholder Agreement between WGI and CB&I which is attached as
Exhibit A to the Purchase Agreement.
NOW THEREFORE, in consideration of the premises herein
contained, and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereby agree as follows:
I. Defined Terms
Each capitalized term used herein but not otherwise defined
herein shall have the meaning ascribed to such term in the Purchase Agreement.
II. Amendment of Purchase Agreement
2.1 Section 2.01(a) of the form of Shareholder Agreement
between First Reserve and CB&I attached as Annex B to Exhibit A to the Purchase
Agreement is hereby amended in its entirety to read as follows:
"(a) acquire, offer to acquire, announce an intention to
acquire, solicit an offer to sell or agree to acquire by
purchase or otherwise, any Securities, except (i) as a result
of a stock split, stock dividend or Recapitalization approved
by the Supervisory Board, (ii) in connection with a Business
Combination approved by the Supervisory Board, (iii) as
funding for and contemporaneous with the acquisition by CB&I
of certain assets of Pitt-Des Moines, Inc. ("PDM") relating to
PDM's engineering and construction and water divisions, if, as
a result of such transaction, (A) the total number of shares
of Voting Securities beneficially owned (including as a
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member of a group, regardless of whether such beneficial
ownership is disclaimed) by (x) FRF and its Affiliates and
Associates, (y) WEDGE Group Incorporated and its Affiliates
and Associates and (z) any other Person acquiring Voting
Securities in the PDM transaction, provided that such Person's
Voting Securities will be deemed not to be so aggregated if
such Person is neither an Affiliate or Associate of WEDGE
Group Incorporated or FRF and provides to CB&I, at the time of
purchase of such Voting Securities, written assurances that it
has no arrangement, contract, understanding or relationship
with FRF, WEDGE Group Incorporated or any of their respective
Affiliates with respect to voting power or investment power
(which shall include the meaning ascribed to such terms under
Rule 13d-3(a) under the Exchange Act) with respect to any
Voting Securities (in this regard, CB&I agrees to provide, in
advance of the consummation of any sale of Voting Securities,
notice to WEDGE Group Incorporated and FRF of the failure of
any such Person to provide such assurance, so that neither
WEDGE Group Incorporated or FRF are inadvertently prejudiced
hereunder by such a sale), in the aggregate does not, after
giving effect to such transaction, exceed 48.15% of the total
number of shares of Voting Securities then outstanding and (B)
the total number of shares of Voting Securities owned by FRF
and its Affiliates and Associates does not, after giving
effect to such transaction, exceed 30% of the total number of
shares of Voting Securities then outstanding, (iv) if the PDM
transaction referred to in clause (iii) immediately above
shall not be consummated, up to an additional 253,000 shares
of CB&I Stock (including any shares acquired between the
execution of the First Reserve Deal and the execution of this
Agreement) so long as the total number of Voting Securities
beneficially owned (including as a member of a group,
regardless of whether such beneficial ownership is disclaimed)
by FRF and its Affiliates and Associates and WEDGE Group
Incorporated and its Affiliates and Associates in the
aggregate does not exceed 49.9% of the total number of shares
of Voting Securities then outstanding, or (v) if, as a result
of such acquisition of Voting Securities, FRF and its
Affiliates and Associates would beneficially own (including as
a member of a group, regardless of whether such beneficial
ownership is disclaimed) in the aggregate no more than 10.1%
of the total number of Voting Securities outstanding;"
2.2 Section 2.01 of (i) the form of Shareholder Agreement
between WGI and CB&I attached as Exhibit A to the Purchase Agreement and (ii)
the form of Shareholder Agreement between First Reserve and CB&I attached as
Annex B to Exhibit A to the Purchase Agreement are each hereby amended to add
the following sentence at the end of such Section 2.01:
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"Nothing in this Section 2.01 or in Section 4.02 is intended
to disadvantage FRF or WGI from receiving securities or rights
to acquire securities available to other shareholders on a pro
rata basis in a Recapitalization or Business Combination,
provided that FRF and WGI are in compliance with the
intentions, provisions and restrictions of this Agreement."
III. Effectiveness
Except as specifically provided herein, the Purchase Agreement
shall otherwise remain unaltered and in full force and effect. This Amendment
may be executed in any number of counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment as of the date first written above.
WEDGE GROUP INCORPORATED
By: /s/ Richard E. Blohm, Jr.
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Title: Vice President
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WGI TYLER, INC.
By: /s/ Richard E. Blohm, Jr.
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Title: Vice President
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CHICAGO BRIDGE & IRON COMPANY N.V.
BY: CHICAGO BRIDGE & IRON COMPANY
B.V., ITS MANAGING DIRECTOR
By: /s/ T.J. Wiggins
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Title: Managing Director
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CONSENTED AND APPROVED: CB&I TYLER COMPANY
FIRST RESERVE FUND VIII, L.P.
By Its General Partner, First Reserve By: /s/ T.J. Wiggins
GP VIII, L.P. --------------------------------
By Its General Partner, First
Reserve Corporation Title: Vice President
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By: /s/ Thomas R. Denison
Title: Managing Director
