KBR-EX10.1-2015.0331




SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of the Amendment Effective Date (as herein defined), to the Five Year Revolving Credit Agreement dated as of December 2, 2011 (the “Credit Agreement”), among KBR, Inc. (the “Borrower”), the several banks and other institutions from time to time parties thereto (the “Lenders”), Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), The Royal Bank of Scotland plc, as syndication agent, and ING Bank, N.V. and The Bank of Nova Scotia as co-documentation agents, as amended by the First Amendment to the Credit Agreement dated as of December 11, 2014.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;
WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as set forth herein; and
WHEREAS, the Lenders are willing to agree to such amendments on the terms set forth herein;
NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the undersigned hereby agree as follows:
I.Defined Terms.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
II.    Amendments to the Credit Agreement.  Effective as of the Amendment Effective Date (as hereinafter defined)): 
(a)    Section 5.03(b) of the Credit Agreement is amended by adding the following sentence to the end thereof: 
“For purposes of calculating compliance with this Section 5.03(b), Shareholders’ Equity shall exclude cumulative changes from and after January 1, 2015 in the cumulative foreign currency translation adjustments.”
(b)    Section 5.01(d)(i) of the Credit Agreement is amended by adding the following clause to the end thereof: 
“and (C) together with the certificates delivered pursuant to this Section 5.01(d)(i), calculations showing the exclusion from Shareholders’ Equity made pursuant to the last sentence of Section 5.03(b)”.
III.    Limited Waiver.  The Lenders hereby waive any Default or Event of Default arising from or relating to any failure to comply with Section 5.03(b) of the Credit Agreement during the period March 31, 2015 through the Amendment Effective Date, if such Default or Event of Default would have been avoided if the exclusion referenced in Section II(a) of this Amendment had been in effect. 
IV.    Effectiveness of Amendment.  This Amendment shall become effective as of April 27, 2015 (the “Amendment Effective Date”) upon receipt by the Administrative Agent of (a) counterparts to this Amendment executed by the Borrower and the Subsidiary Guarantors, the Administrative Agent, and the Required Banks and (b) the Amendment Fee as set forth in Section V below. 
V.    Amendment Fee.  The Borrower shall pay to Administrative Agent in immediately available funds, on or before the Amendment Effective Date, for the account of each Lender that delivers its signature page to this Amendment by the date requested by the Borrower for the delivery of signatures hereto, an amendment fee (the “Amendment Fee”) in an amount equal to each such Lender’s Commitment times four (4) basis points.  The Amendment Fee shall be payable in full upon the Amendment Effective Date and shall be nonrefundable.
VI.    Representations and Warranties.  The Borrower hereby represents and warrants as of the Amendment Effective Date that after giving effect to this Amendment, (a) each of the representations and warranties in the Credit Agreement shall be true and correct in all material respects as if made on and as of the Amendment Effective Date (except to the extent that (i) such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and (ii) any such representations or warranties are qualified by a materiality standard, in which case such representation and warranties shall be true in all respects) and (b) no Default or Event of Default has occurred and is continuing.
VII.    Expenses.  The Borrower shall pay all reasonable and invoiced fees, charges and disbursements of counsel to the Administrative Agent related to this Amendment.
VIII.    Continuing Effect of the Credit Agreement.  This Amendment is limited solely to the matters set forth herein and shall not constitute an amendment or waiver of any other provision of the Credit Agreement not expressly referred to herein or be construed as a waiver or consent to any further or future action on the part of any Loan Party that would require the consent of the Lenders or the Administrative Agent. Except as expressly waived hereby, the provisions of the Credit Agreement are and shall remain in full force and effect and are hereby ratified and confirmed. This Amendment  is a Loan Document.
IX.    Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
X.    Counterparts.  This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  This Amendment may be delivered by facsimile or other electronic transmission of the relevant signature pages hereof.
[signature pages follow]


WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.
BORROWER
KBR, INC.


By:        /s/ J. Philip McCormick, Jr.                               
Name:   J. Philip McCormick, Jr.       
Title:     Vice President, Finance and Treasurer    




Consent by Guarantors
Each of the undersigned Subsidiary Guarantors hereby acknowledges receipt of a copy of the foregoing Amendment, consents to the Amendment and reaffirms the terms and conditions of the Guarantee executed by it and acknowledges and agrees that such Guarantee remains in full force and effect and is hereby reaffirmed, ratified and confirmed.
[signatures are on the following page]




SUBSIDIARY GUARANTORS
KBR HOLDINGS, LLC
KELLOGG BROWN & ROOT LLC
KELLOGG BROWN & ROOT SERVICES, INC.
KBR USA LLC
KBR GROUP HOLDINGS, LLC


By:        /s/ J. Philip McCormick, Jr.                               
Name:   J. Philip McCormick, Jr.       
Title:     Vice President, Finance and Treasurer    


CITIBANK, N.A., as Administrative Agent


By:      /s/ Maureen P. Maroney     
Name:    Maureen P. Maroney         
Title:    Vice President         


CITIBANK, N.A., as a Bank and as an Issuing Bank


By:      /s/ Maureen P. Maroney     
Name:    Maureen P. Maroney         
Title:    Vice President         




THE ROYAL BANK OF SCOTLAND PLC,  
as an Issuing Bank and a Bank


By:      /s/ Tyler J. McCarthy         
Name:    Tyler J. McCarthy         
Title:    Director        


THE BANK OF NOVA SCOTIA,  
as an Issuing Bank and a Bank


By:      /s/ J. Frazell         
Name:    J. Frazell         
Title:    Director        




ING BANK N.V.,  
as an Issuing Bank and a Bank


By:      /s/ R.P. Boon         
Name:    R.P. Boon         
Title:    Director        


By:      /s/ M.P. Kalthof         
Name:    M.P. Kalthof         
Title:    Director        




BANK OF AMERICA, N.A.,  
as an Issuing Bank and a Bank


By:      /s/ J. Stephen Mernick         
Name:    J. Stephen Mernick         
Title:    Managing Director        


LLOYDS BANK PLC,  
as a Bank


By:      /s/ Joel Slomko         
Name:    Joel Slomko         
Title:    Assistant Vice President – S088    


By:      /s/ Daven Popat         
Name:    Daven Popat         
Title:    Senior Vice President – P003    




REGIONS BANK,  
as a Bank


By:      /s/ Joey Powell         
Name:    Joey Powell         
Title:    Senior Vice President         


SUMITOMO MITSUI BANKING CORPORATION, as a Bank


By:      /s/ James D. Weinstein         
Name:    James D. Weinstein         
Title:    Managing Director        


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Bank


By:      /s/ Robert Grillo         
Name:    Robert Grillo         
Title:    Director        


BARCLAYS BANK PLC,  
as a Bank


By:      /s/ J. Davey         
Name:    J. Davey         
Title:    Director        


BRANCH BANKING AND TRUST COMPANY,  
as a Bank


By:      /s/ Candace C. Moore         
Name:    Candace C. Moore         
Title:    Vice President        


COMPASS BANK,  
as an Issuing Bank and a Bank


By:      /s/ Aaron Loyd         
Name:    Aaron Loyd         
Title:    Vice President        


COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES 
as a Bank
By:      /s/ Kiuli Chan         
Name:    Kiuli Chan         
Title:    Director        


By:      /s/ Diane Pockaj         
Name:    Diane Pockaj         
Title:    Managing Director        


NATIONAL BANK OF KUWAIT, SAK,  
as a Bank


By:      /s/ Wendy Wanninger          
Name:    Wendy Wanninger         
Title:    Executive Manager        


By:      /s/ Michael McHugh          
Name:    Michael McHugh         
Title:    Executive Manager        


STANDARD CHARTERED BANK,  
as a Bank


By:      /s/ Connie Au         
Name:    Connie Au         
Title:    Associate Director        


By:      /s/ Hsing H. Huang         
Name:    Hsing H. Huang         
Title:    Associate Director        




U.S. BANK NATIONAL ASSOCIATION,  
as a Bank


By:      /s/ Jonathan F. Lindvall     
Name:    Jonathan F. Lindvall         
Title:    Vice President        


WELLS FARGO BANK, N.A.,  
as a Bank


By:      /s/ Caroline Vérot Moore     
Name:    Caroline Vérot Moore         
Title:    Senior Vice President        


NBAD AMERICAS, formerly known as ABU DHABI INTERNATIONAL BANK,  
as a Bank


By:      /s/ David J. Young         
Name:    David J. Young         
Title:    Director, Client Representative    


By:      /s/ William F. Ghazar         
Name:    William F. Ghazar         
Title:    Executive Director,         
  Head of Client Relationships    


COMERICA BANK,  
as a Bank


By:      /s/ Vishakha S. Deora         
Name:    Viskakha S. Deora         
Title:    Vice President        


FIFTH THIRD BANK,  
as a Bank


By:      /s/ Matthew Lewis         
Name:    Matthew Lewis         
Title:    Vice President        


RYAD BANK, HOUSTON AGENCY,  
as a Bank


By:      /s/ Paul N. Travis         
Name:    Paul N. Travis         
Title:    Vice President & 
Head of Corporate Finance    






By:      /s/ Tim Hartnett         
Name:    Tim Hartnett         
Title:    Vice President & Administrative Officer    




STATE STREET BANK AND TRUST COMPANY,  
as a Bank


By:      /s/ Deirdre M Holland         
Name:    Deirdre M Holland         
Title:    Managing Director        


MUFG UNION BANK, N.A., f/k/a UNION BANK, N.A. 
as a Bank


By:      /s/ Lauren Horn         
Name:    Lauren Horn         
Title:    Director