ex10_2.htm


    
      

    

    Exhibit
10.2

    


    AMENDMENT
NO.  4 TO THE

    FIVE
YEAR REVOLVING CREDIT AGREEMENT

    


    Dated
as of May 7, 2008

     

    


    AMENDMENT NO.  4 TO THE
FIVE YEAR REVOLVING CREDIT AGREEMENT (this “Fourth
Amendment”), among KBR HOLDINGS, LLC,
a Delaware limited liability company (the “Borrower”), the
banks, financial institutions and other institutional lenders parties to the
Credit Agreement referred to below (collectively, the “Banks”), and
Citibank, N.A., as paying agent (the “Agent”) for the
Banks.

    


     

    PRELIMINARY
STATEMENTS

     

    (1)   The
Borrower, the Banks and the Agent have entered into a Five Year Revolving Credit
Agreement, dated as of December 16, 2005 (as amended, amended and restated,
supplemented or otherwise modified through the date hereof, the “Credit
Agreement”).  Capitalized terms not otherwise defined in this
Fourth Amendment have the same meanings as specified in the Credit
Agreement.

     

    (2)   The
Borrower and the Required Banks have agreed to amend the Credit Agreement as
hereinafter set forth.

     

    SECTION
1.  Amendments to Credit
Agreement.  The Credit Agreement is, effective as of the date
hereof and subject to the satisfaction of the conditions precedent set forth in
Section 2 hereof, hereby amended by replacing the amount “$50,000,000” in
Section 2.19 (a) thereof with the amount “$25,000,000” .

    


    SECTION
2.  Conditions of
Effectiveness.  This Fourth Amendment shall become effective as
of the date first above written when, and only when, the Agent shall have
received counterparts of this Fourth Amendment executed by the Borrower and the
Required Banks or, as to any of the Banks, advice satisfactory to the Agent that
such Bank has executed this Fourth Amendment and the consent attached hereto
executed by each Relevant Party (other than the Borrower).  This
Fourth Amendment is subject to the provisions of Section 8.01 of the Credit
Agreement.

     

    SECTION
3.  Representations and
Warranties of the Borrower.  The Borrower represents and
warrants as follows:

     

    (a)           the
representations and warranties contained in each Loan Document are correct on
and as of the date hereof (except (i) those representations and warranties
contained in (A) Section 4.01(i) of the Credit Agreement to the extent such
matters are subject to, and covered by, (x) the Indemnity Agreement and (y) the
Disclosed Litigation, and (B) Section 4.01(f) of the Credit Agreement and (ii)
those other representations and warranties that expressly relate solely to a
specific earlier date, which shall remain correct as of such earlier date) after
giving effect to this Fourth Amendment, as though made on and as of the date
hereof; and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           no
event has occurred and is continuing, after giving effect to this Fourth
Amendment, which constitutes a Default or an Event of Default.

     

    SECTION
5.  Reference to and Effect on
the Loan Document.

     

    (a)           On
and after the effectiveness of this Fourth Amendment, each reference in the
Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like
import referring to the Credit Agreement, and each reference in the Notes and
each of the other Loan Documents to “the Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement, as amended by this Fourth
Amendment.

     

    (b)           The
Credit Agreement and each of the other Loan Documents, as specifically amended
by this Fourth Amendment, are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed.

     

    (c)           The
execution, delivery and effectiveness of this Fourth Amendment shall not, except
as expressly provided herein, operate as a waiver of any right, power or remedy
of any Bank or the Agent under any of the Loan Documents, nor constitute a
waiver of any provision of any of the Loan Documents.

     

    SECTION
6.  Costs
and Expenses.  The Borrower agrees to pay on demand all costs
and expenses of the Agent in connection with the preparation, execution,
delivery and administration, modification and amendment of this Fourth Amendment
and the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Agent)
in accordance with the terms of Section 8.04 of the Credit
Agreement.

     

    SECTION
7.  Execution in
Counterparts.  This Fourth Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute but one and the same
agreement.  Delivery of an executed counterpart of a signature page to
this Fourth Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Fourth Amendment.

     

    SECTION
8.  Governing
Law.  This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

     

    [signature
page follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

     

    
      	 
      	
              KBR
      HOLDINGS, LLC

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By

            	 
      
	 
      	 
      	
              Title:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              CITIBANK,
      N.A.,

            
	 
      	
              as
      Paying Agent and as Bank

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By

            	 
      
	 
      	 
      	
              Title:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              ABU
      DHABI INTERNATIONAL BANK INC.

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              AUSTRALIA
      AND NEW ZEALAND BANKING GROUP LIMITED

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              CITIBANK,
      N.A.

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              HSBC
      BANK (USA), NATIONAL ASSOCIATION

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              ING
      BANK N.V.

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              JPMORGAN
      CHASE BANK, N.A.

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              LEHMAN
      COMMERCIAL PAPER INC.

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              LLOYDS
      TSB BANK PLC

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              MERRILL
      LYNCH BANK USA

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              MIZUHO
      CORPORATE BANK, LTD.

            
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              NATIONAL
      BANK OF KUWAIT, S.A.K.

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              RAYMOND
      JAMES BANK, FSB

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              STANDARD
      CHARTERED BANK

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              STATE
      STREET BANK AND TRUST COMPANY

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              SUMITOMO
      MITSUI BANKING CORPORATION

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              THE
      BANK OF NOVA SCOTIA

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD. – HOUSTON AGENCY

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              THE
      ROYAL BANK OF SCOTLAND PLC

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              UBS
      LOAN FINANCE LLC

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              WACHOVIA
      BANK, NATIONAL ASSOCIATION

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
	 
      	 
      	
              Title:

            	 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONSENT

     

    Dated as
of May 7, 2008

     

    


    The
undersigned, one of the Relevant Parties referred to in the Credit Agreement
referred to in the foregoing Fourth Amendment, hereby consents to such Fourth
Amendment and hereby confirms and agrees that notwithstanding the effectiveness
of such Fourth Amendment, each Loan Document to which it is a party is, and
shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, except that, on and after the effectiveness of such
Fourth Amendment, each reference in each Loan Document to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a
reference to the Credit Agreement, as amended by such Fourth Amendment
..

     

    
      	 
      	
              KBR,
      INC.

            
	 
      	
              KELLOGG
      BROWN & ROOT LLC (fka KELLOGG BROWN & ROOT,
  INC.)

            
	 
      	
              KELLOGG
      BROWN & ROOT SERVICES, INC.

            
	 
      	
              KELLOGG
      BROWN & ROOT

            
	 
      	
              INTERNATIONAL,
      INC.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Name:

            
	 
      	
              Title: