exv10w2






Exhibit 10.2




Conformed Copy




 

 






Chicago Bridge & Iron Company N.V.,




and




Chicago Bridge & Iron Company (Delaware), 




CBI Services, Inc.,




CB&I Inc. (f/k/a CB&I Constructors, Inc.), 




and




CB&I Tyler Company,

as Co-Obligors




Bank of America, N.A., 

as Administrative Agent




Bank of America, N.A., 

as a Letter of Credit Issuer




JPMorgan Chase Bank, N.A., 

as a Letter of Credit Issuer and Joint Book Manager




and




the Lenders




Second Amendment to the Agreements




Dated as of August 5, 2008




Re:




$50,000,000 Letter of Credit and Term Loan Agreement dated as of November 6, 2006

$100,000,000 Letter of Credit and Term Loan Agreement dated as of November 6, 2006

$125,000,000 Letter of Credit and Term Loan Agreement dated as of November 6, 2006




 

 






 









 












Chicago Bridge & Iron Company N.V.

c/o Chicago Bridge & Iron Company (Delaware)

One CB&I Plaza

2103 Research Forest Drive

The Woodlands, TX 77380




Second Amendment to the Agreements




Dated as of August 5, 2008




Re:$50,000,000 Letter of Credit and Term Loan Agreement dated as of

November 6, 2006

$100,000,000 Letter of Credit and Term Loan Agreement dated as of

November 6, 2006

and

$125,000,000 Letter of Credit and Term Loan Agreement dated as of

November 6, 2006




To the Lenders named in

Schedules I, II, and III hereto which are also

signatories to this Second Amendment

to the Agreements (this “Second Amendment to

the Agreements").




Ladies and Gentlemen:




     Reference is made to (i) the $50,000,000 Letter of Credit and Term Loan Agreement dated as of
November 6, 2006 (the “$50,000,000 Agreement"), (ii) the $100,000,000 Letter of Credit and Term
Loan Agreement dated as of November 6, 2006 (the “$100,000,000 Agreement") and (iii) the
$125,000,000 Letter of Credit and Term Loan Agreement dated as of November 6, 2006 (the
“$125,000,000 Agreement,” and, collectively with the $50,000,000 Agreement and the $100,000,000
Agreement, the “Agreements") each of which are by and among Chicago Bridge & Iron Company N.V., a
corporation organized under the laws of The Kingdom of the Netherlands (the “Company"), on behalf
of itself and as Co-Obligors’ Agent, and Chicago Bridge & Iron Company (Delaware), a Delaware
corporation, CBI Services, Inc., a Delaware corporation, CB&I Inc. (f/k/a CB&I Constructors,
Inc.), a Texas corporation, and CB&I Tyler Company, a Delaware corporation (each of the foregoing
being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a
"Co-Obligor” and collectively the “Co-Obligors”), Bank of America, N.A., and JPMorgan Chase Bank,
N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”),
the financial institutions having a Credit-Linked Deposit set forth opposite their names in
Schedule I, II or III thereto, as applicable, under the heading “Credit-Linked Deposit”
(collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as
Administrative Agent. Terms used but not otherwise defined herein shall have the meanings set
forth in the Agreements.



 









 





     The Company and the Co-Obligors have requested certain amendments to the Agreements and hereby
agree with you as follows:



Article 1.




Amendment of the Agreements




     Section 1.1. Amendment of Section 1.01 (Defined Terms). Section 1.01 of the Agreements shall
be amended by the addition in their respective appropriate alphabetical order of new definitions
which shall read as set forth below:




“Adjusted EBITDA” means EBITDA plus, to the extent
the losses related thereto were recognized during a period for which
EBITDA is being calculated, the Second Quarter 2008 Adjustment.




“Adjustment Period Applicable Rate” has the meaning set
forth on Schedule B annexed hereto.




“Applicable Rate Reset Date” means the earlier of (i) the
first date on which, under applicable insurance regulations, the
Reserve Requirement applicable to a Lender which is an insurance
company is equal to, or less than, the applicable Reserve
Requirement in effect immediately prior to the Second Amendment
Effective Date, or (ii) the date on which the Company obtains an
Investment Grade Rating.




“Investment Grade Rating” means a rating assigned to long
term senior unsecured Indebtedness of the Company by at least one
Nationally Recognized Rating Agency of (a) in the case of Moody’s,
“Baa3” or better, (b) in the case of S&P, “BBB-” or better, (c) in
the case of DBRS, “BBB (low)” or better, or (d) in the case of
Fitch, “BBB-” or better; provided, that (x) if there are two
different rating levels applicable to such Indebtedness, the lower
rating level shall be determinative and (y) if there are more than
two rating levels applicable to such Indebtedness, and two or more
of such rating levels are not an “Investment Grade Rating”, for
purposes of this definition, the Company shall not have an
“Investment Grade Rating”.




“Nationally Recognized Rating Agency” means Moody’s
Investors Service, Inc., (“Moody’s") Standard & Poor’s
Ratings Group, a division of The McGraw-Hill Companies, Inc.,
(“S&P”), DBRS Limited (“DBRS”) or Fitch/BCA Duff &
Phelps Ltd (“Fitch").




“Reserve Requirement” is defined in Section 2.04(e).



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“Second Quarter 2008 Adjustment” means an amount (in any
event, not to exceed $105,000,000) attributable to 33% of the losses
relating to the “South Hook” and “Isle of Grain” contracts, to the
extent such losses were recognized during the fiscal quarter of the
Company and its Subsidiaries ending June 30, 2008.




“Second Amendment Effective Date” means June 30, 2008.



     Section 1.2. Amendment of Section 1.01 (Defined Terms). The definition of “Consolidated Net
Income Available for Fixed Charges” in the Agreements is hereby amended to add at the end of such
definition “, plus, to the extent the losses related thereto were recognized during a period for
which Consolidated Net Income Available for Fixed Charges is being calculated, the Second Quarter
2008 Adjustment”.



     Section 1.3. Amendment of Section 2.04 (Other Interest Provisions). Section 2.04 of the
Agreements is hereby amended by the addition of a new paragraph (e) which shall read as hereinafter
set forth:




     (e) Change in Reserve Requirement. (i) If on any date
under applicable insurance regulations any Lender would be required
to post reserves (the “Reserve Requirement”) with respect to
a Credit Linked Note or any Borrowing greater than the Reserve
Requirement in effect immediately prior to the Second Amendment
Effective Date, then from and including such date to and until the
Applicable Rate Reset Date, if any, and regardless of whether the
applicable Reserve Requirement changed for all of the Lenders, the
Applicable Rates (or Adjustment Period Applicable Rates, as the case
may be) set forth in Schedule B to the Agreements shall be increased
by 1% per annum. If an Applicable Rate Reset Date shall have
occurred and thereafter the Reserve Requirement shall once again
increase as provided in this paragraph (e), the Applicable Rates
shall again be increased as provided in this paragraph (e).




     (ii) Each Lender shall use its reasonable efforts to notify the
Administrative Agent of any increase or decrease in the Reserve
Requirement.




     (iii) The Administrative Agent shall notify the Co-Obligors and
each of the Lenders in writing, if it shall have received notice of
any increase or decrease in the Reserve Requirement or if an
Applicable Rate Reset Date has occurred, which written notice shall
identify such Applicable Rate Reset Date.



     Section 1.4. Amendment of Section 7.04 (Maximum Leverage Ratio). Section 7.04 of the
Agreements is hereby amended to (i) delete the references therein to “EBITDA” and to



-3-









 







substitute “Adjusted EBITDA” therefor, and (ii) add the following proviso at the end of the first
sentence of Section 7.04 of the Agreements: “; provided that, if during the period from June 30,
2008 to and including March 31, 2009, EBITDA for any four-quarter period ending during such time
shall include the Second Quarter 2008 Adjustment, the Company shall not permit the Leverage Ratio
to be greater than 2.50 to 1.00 at the end of such four-quarter period.”



     Section 1.5. Amendment of Schedule B. Schedule B to each of the Agreements shall be amended
in its entirety to read as set forth in Schedule B-1, Schedule B-2 and Schedule B-3 attached to
this Second Amendment to the Agreements.



Article 2.




Representations and Warranties




     The Company and the Co-Obligors represent and warrant that as of the date hereof after giving
effect hereto:




     (a) No Default or Event of Default exists under any of the Agreements;




     (b) Neither the Company nor the Co-Obligors have paid any amendment fees in connection
with the solicitation of this Second Amendment to the Agreements nor in connection with the
amendments of other material agreements pursuant to which Debt of the Company or the
Co-Obligors is outstanding which relate to the subject matter of this Second Amendment to
the Agreements (excluding any and all fees paid in connection with the concurrent amendments
to the Agreements, the Credit Agreement and the Term Loan Agreement);




     (c) The execution and delivery of this Second Amendment to the Agreements by the
Company and each Co-Obligor and compliance by the Company and each Co-Obligor with all of
the provisions of the Agreements, as amended hereby:




     (i) is within the corporate powers of the Company and each Co-Obligor; and




     (ii) will not violate any provisions of any law or any order of any court or
governmental authority or agency and will not conflict with or result in any breach
of any of the terms, conditions or provisions of, or constitute a default under the
Articles of Incorporation or By-laws of the Company and such Co-Obligor or any
indenture or other agreement or instrument to which the Company and such Co-Obligor
is a party or by which it may be bound or result in the imposition of any Liens or
encumbrances on any property of the Company and such Co-Obligor;




     (d) The execution and delivery of this Second Amendment to the Agreements has been duly
authorized by all proper corporate action on the part of the Company and each Co-Obligor;
and this Second Amendment to the Agreements has been duly executed



-4-









 







and delivered by the Company and each Co-Obligor, and the Agreements, each as amended by
this Second Amendment to the Agreements, constitutes the legal, valid and binding
obligations, contracts and agreements of the Company and each Co-Obligor enforceable in
accordance with their terms.



Article 3.




Miscellaneous




     Section 3.1. References to the Agreement. References in each Agreement or in any certificate,
instrument or other document to such Agreement shall be deemed to be references to such Agreement
as amended hereby and as further amended from time to time without making specific reference to
this Second Amendment to the Agreements or any such other amendment.



     Section 3.2. Effect of Amendment; Acknowledgment of Parties. Except as expressly amended
hereby, the Company and the Co-Obligors agree that the Agreements and all other documents and
agreements executed by the Company and each such Co-Obligor in connection with the Agreements in
favor of the Lenders are ratified and confirmed and shall remain in full force and effect.



     Section 3.3. Successors and Assigns. This Second Amendment to the Agreements shall be binding
upon the Company and each Co-Obligor and its successors and assigns and shall inure to the benefit
of the Lenders and to the benefit of the Lenders’ successors and assigns.



     Section 3.4. Requisite Approval; Expenses. This Second Amendment to the Agreements shall be
effective as of the date first written above upon the satisfaction of the following conditions
precedent: (a) the Required Lenders and the Company or the applicable Credit Party shall have
executed this Second Amendment to the Agreements, (b) the Administrative Agent shall acknowledge
this Second Amendment to the Agreements, (c) the Subsidiary Guarantors shall have executed and
delivered an Acknowledgment and Consent, in respect of the Subsidiary Guaranty, in the form
attached hereto as Exhibit A, (d) the Lenders shall have received a duly executed copy of the
Amendment No. 2 to the Second Amended and Restated Credit Agreement, in a form and substance
reasonably satisfactory to the Lenders, (e) each Lender shall have received an amendment fee on the
aggregate principal amount of its Credit Linked Deposit (which fee shall be calculated on the same
basis for each Lender and shall be in an amount set forth in an email from the Company on August 4,
2008), and (f) the Company and the Co-Obligors shall have paid all reasonable out-of-pocket
expenses incurred by each Lender and the Administrative Agent in connection with the consummation
of the transactions contemplated by this Second Amendment to the Agreements, including, without
limitation, the reasonable fees, expenses and disbursements of Chapman and Cutler LLP and Morrison
& Foerster LLP which are reflected in statements of such counsel rendered on or prior to the date
of this Second Amendment to the Agreements. Upon the delivery of fully-executed counterparts to
this Second Amendment to the Agreements, the conditions precedent referred to above shall be deemed
satisfied.



-5-









 





     Section 3.5. Counterparts. This Second Amendment to the Agreements may be executed in any
number of counterparts, each executed counterpart constituting an original but all together only
one agreement.



     Section 3.6. Governing Law. This Second Amendment to the Agreements shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.



[Signature Pages Follow]




-6-









 








     In Witness Whereof, the Company has executed this Second Amendment
to the Agreements as of the day and year first above written.



	 	 	 	 	 
	 	Chicago Bridge & Iron Company N.V., 

as Co-Obligors’ Agent and in its individual

capacity



By: Chicago Bridge & Iron Company B.V., as its

Managing Director

 	 
	 	By  	/s/ Ronald A. Ballschmiede
 	 
	 	 	Name:  	Ronald A. Ballschmiede 	 
	 	 	Title:  	Managing Director 	 



-7-









 






	 	 	 	 	 




     In Witness Whereof, the Co-Obligors have executed this Second
Amendment to the Agreements as of the day and year first above written.



	 	 	 	 	 
	 	Chicago Bridge & Iron Company

(Delaware) 

 	 
	 	By  	/s/ Luciano Reyes
 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CBI Services, Inc.

 	 
	 	By  	/s/ Terrence G. Browne
 	 
	 	 	Name:  	Terrence G. Browne 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CB&I Inc. (Formerly Known As CB&I

Constructors, Inc.)

 	 
	 	By  	/s/ Luciano Reyes
 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CB&I Tyler Company

 	 
	 	By  	/s/ Luciano Reyes
 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer 	 



-8-









 






	 	 	 	 	 




     In Witness Whereof, the Lenders under the $50,000,000 Agreement, as
named on Schedule I, have executed this Second Amendment to the Agreements as of the day and year
first above written.



	 	 	 	 	 
	 	Sun Life Assurance Company of Canada

 	 
	 	By  	/s/ Deborah J. Foss
 	 
	 	 	Name:  	Deborah J. Foss 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	 	 
	 	By  	                                                  /s/ Ann King
 	 
	 	 	Name:  	Ann King 	 
	 	 	Title:  	Senior Counsel 	 
	 
	 	Sun Life Assurance Company of Canada

(U.S.)

 	 
	 	By  	/s/ Deborah J. Foss
 	 
	 	 	Name:  	Deborah J. Foss 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	 	 
	 	By  	                                                  /s/ Ann King
 	 
	 	 	Name:  	Ann King 	 
	 	 	Title:  	Assistant  Vice President and Senior Counsel 	 
	 
	 	Sun Life Insurance and Annuity Company

of New York

 	 
	 	By  	/s/ Deborah J. Foss
 	 
	 	 	Name:  	Deborah J. Foss 	 
	 	 	Title:  	Authorized Signer 	 
	 
	 	 	 
	 	By  	                                                  /s/ Ann King
 	 
	 	 	Name:  	Ann King 	 
	 	 	Title:  	Authorized Signer 	 



-9-









 






	 	 	 	 	 




     In Witness Whereof, the Lenders under the $100,000,000 Agreement,
as named on Schedule II, have executed this Second Amendment to the Agreements as of the day and
year first above written.



	 	 	 	 	 
	 	Metropolitan Life Insurance Company

 	 
	 	By  	/s/ Judith A. Gulotta
 	 
	 	 	Name:  	Judith A. Gulotta 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Allstate Life Insurance Company

 	 
	 	By  	/s/ Rick Fischer
 	 
	 	 	Name:  	Rick Fischer 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By  	                                                  /s/ Robert B. Bodett
 	 
	 	 	Name:  	Robert B. Bodett 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Phoenix Life Insurance Company

 	 
	 	By  	/s/ John H. Beers
 	 
	 	 	Name:  	John H. Beers 	 
	 	 	Title:  	Vice President 	 



-10-









 






	 	 	 	 	 




     In Witness Whereof, the Lenders under the $125,000,000 Agreement,
as named on Schedule III, have executed this Second Amendment to the Agreements as of the day and
year first above written.



	 	 	 	 	 
	 	The Lincoln National Life Insurance Company,

successor by merger to

Jefferson Pilot Financial Insurance

Company

 	 
	 	By:  	Delaware Investment Advisers, a Series of
 Delaware Management Business Trust,
Attorney-In-Fact
 	 
	 	 	 
	 	By  	                                                  /s/ Jayson Bronchetti
 	 
	 	 	Name:  	Jayson Bronchetti 	 
	 	 	Title:  	Vice President 	 
	 
	 	The Lincoln National Life Insurance Company,

successor by merger to

Jefferson-Pilot Life Insurance

Company

 	 
	 	By:  	Delaware Investment Advisers, a Series of
Delaware Management Business Trust,
Attorney-In-Fact
 	 
	 	 	 
	 	By  	                                                  /s/ Jayson Bronchetti
 	 
	 	 	Name:  	Jayson Bronchetti 	 
	 	 	Title:  	Vice President 	 
	 
	 	Transamerica Occidental Life Insurance

Company

 	 
	 	By  	/s/ Josh Prieskorn
 	 
	 	 	Name:  	Josh Prieskorn 	 
	 	 	Title:  	Vice President 	 



-11-









 






	 	 	 	 	 



	 	 	 	 	 
	 	Hartford Life Insurance Company

 	 
	 	By:  	Hartford Investment Management Company, its
Agent and Attorney-in-Fact
 	 
	 
	 	 	 
	 	By  	                                                  /s/ Robert M. Mills
 	 
	 	 	Name:  	Robert M. Mills 	 
	 	 	Title:  	Vice President 	 
	 
	 	Pacific Life Insurance Company 

 	 
	 	By  	/s/ Cathy Schwartz
 	 
	 	 	Name:  	Cathy Schwartz 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By  	                                                  /s/ Matthew A. Levene
 	 
	 	 	Name:  	Matthew A. Levene 	 
	 	 	Title:  	Assistant Secretary 	 



-12-









 






	 	 	 	 	 




	 	 	This Second Amendment to the Agreements is acknowledged as of the day and year first above
written.





	 	 	 	 	 
	 	Bank of America, N.A., as Administrative

Agent

 	 
	 	By  	/s/ Bridgett J. Manduk
 	 
	 	 	Name:  	Bridgett J. Manduk 	 
	 	 	Title:  	Assistant Vice President 	 
	 




-13-











 





Lenders




	 	 	 	 	 	 	 
	 	 	 	 	Credit-Linked 	 
	Lenders under the $50,000,000 Agreement	 	Series	 	Deposit	 
	 
	 	 	 	 	 	 
	
Sun Life Assurance Company of Canada
	 	A	 	$	36,000,000	 
	 
	 	 	 	 	 	 
	
Sun Life Assurance Company of Canada (U.S.)
	 	A	 	$	13,500,000	 
	 
	 	 	 	 	 	 
	
Sun Life Insurance and Annuity Company of New York
	 	A	 	$	500,000	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Total
	 	 	 	$	50,000,000	 
	 
	 	 	 	 	 






Schedule I

(to Second Amendment to the Agreements)




 









 








Lenders




	 	 	 	 	 	 	 
	 	 	 	 	Credit-Linked 	 
	Lenders under the $100,000,000 Agreement	 	Series	 	Deposit	 
	 
	 	 	 	 	 	 
	Metropolitan Life Insurance Company
	 	B	 	$	50,000,000	 
	 
	 	 	 	 	 	 
	Allstate Life Insurance Company
	 	B	 	$	35,000,000	 
	 
	 	 	 	 	 	 
	Phoenix Life Insurance Company
	 	B	 	$	15,000,000	 
	 
	 	 	 	 	 	 
	Total
	 	 	 	 	$100,000,000	 
	 
	 	 	 	 	 






Schedule II

(to Second Amendment to the Agreements)





 









 








Lenders




	 	 	 	 	 	 	 
	 	 	 	 	Credit-Linked 	 
	Lenders under the $125,000,000 Agreement	 	Series	 	Deposit	 
	 
	 	 	 	 	 	 
	Delaware Investments 
	 	C	 	 	45,000,000	 
	(The Lincoln National Life Insurance
Company, successor by merger to
Jefferson Pilot Financial Insurance Company
& Jefferson-Pilot Life Insurance Company)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Hartford Life Insurance Company
	 	C	 	 	25,000,000	 
	 
	 	 	 	 	 	 
	
Transamerica Occidental Life Insurance Company
	 	C	 	 	35,000,000	 
	 
	 	 	 	 	 	 
	Pacific Life Insurance Company 
	 	C	 	 	20,000,000	 
	 
	 	 	 	 	 	 
	Total
	 	 	 	$	125,000,000	 
	 
	 	 	 	 	 






Schedule III

(to Second Amendment to the Agreements)





 









 








$50,000,000 Five Year Series A LOC Agreement




Schedule B




Interest on Credit-Linked Deposits; Applicable Rates




     A. Credit-Linked Deposits




     The Credit-Linked Deposits in the Credit-Linked Deposit Account shall bear interest at a rate
per annum equal to the LIBO Rate minus 0.10%.



     B. Applicable Rates*






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Adjustment Period
	Obligation	 	Applicable Rate	 	Applicable Rate**
	 
	 	 	 	 	 	 	 	 
	Unreimbursed Amounts prior to Advances
	 	 	1.75	%	 	 	2.00	%
	Advances
	 	 	3.75	%	 	 	4.00	%
	Term Loans
	 	 	1.60	%	 	 	1.85	%
	Facility Fee
	 	 	1.70	%	 	 	1.95	%








 




			
	*	 	Applicable Rate is subject to adjustment in accordance with Section 2.04(e) of the Agreement.
	 
	* *	 	Adjustment Period Applicable Rate shall be in effect for the Interest Period beginning July 9,
2008 and ending on the last day of the Interest Period (but in no event later than the Interest
Period ending on or about July 6, 2009) immediately following the date on which the Company shall
have delivered the financial statements required by Section 6.01(a) or (b) of the Agreement
together with the covenant compliance certificate required by Section 6.02 of the Agreement
demonstrating that the Company achieved (i) a Leverage Ratio of 2.50 to 1.00 or less pursuant to
Section 7.04 of the Agreement, and (ii) a Fixed Charge Coverage Ratio of at least 1.75 to 1.00
pursuant to Section 7.05 of the Agreement without, in either case, utilizing the Second Quarter
2008 Adjustment.





Schedule B-1

(to Second Amendment to the Agreements)





 









 








$100,000,000 Five Year Series B LOC Agreement




Schedule B




Interest on Credit-Linked Deposits; Applicable Rates




     A. Credit-Linked Deposits




     The Credit-Linked Deposits in the Credit-Linked Deposit Account shall bear interest at a rate
per annum equal to the LIBO Rate minus 0.10%.



     B. Applicable Rates*




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Adjustment Period
	Obligation	 	Applicable Rate	 	Applicable Rate**
	 
	 	 	 	 	 	 	 	 
	Unreimbursed Amounts prior to Advances
	 	 	1.75	%	 	 	2.00	%
	Advances
	 	 	3.75	%	 	 	4.00	%
	Term Loans
	 	 	1.65	%	 	 	1.90	%
	Facility Fee
	 	 	1.75	%	 	 	2.00	%








 




			
	*	 	Applicable Rate is subject to adjustment in accordance with Section 2.04(e) of the Agreement.
	 
	* *	 	Adjustment Period Applicable Rate shall be in effect for the Interest Period beginning July 9,
2008 and ending on the last day of the Interest Period (but in no event later than the Interest
Period ending on or about July 6, 2009) immediately following the date on which the Company shall
have delivered the financial statements required by Section 6.01(a) or (b) of the Agreement
together with the covenant compliance certificate required by Section 6.02 of the Agreement
demonstrating that the Company achieved (i) a Leverage Ratio of 2.50 to 1.00 or less pursuant to
Section 7.04 of the Agreement, and (ii) a Fixed Charge Coverage Ratio of at least 1.75 to 1.00
pursuant to Section 7.05 of the Agreement without, in either case, utilizing the Second Quarter
2008 Adjustment.





Schedule B-2

(to Second Amendment to the Agreements)





 









 








$125,000,000 Eight Year Series C LOC Agreement




Schedule B




Interest on Credit-Linked Deposits; Applicable Rates




     A. Credit-Linked Deposits




     The Credit-Linked Deposits in the Credit-Linked Deposit Account shall bear interest at a rate
per annum equal to the LIBO Rate minus 0.10%.



     B. Applicable Rates*




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Adjustment Period
	Obligation	 	Applicable Rate	 	Applicable Rate**
	 
	 	 	 	 	 	 	 	 
	Unreimbursed Amounts prior to Advances
	 	 	1.75	%	 	 	2.00	%
	Advances
	 	 	3.75	%	 	 	4.00	%
	Term Loans
	 	 	1.75	%	 	 	2.00	%
	Facility Fee
	 	 	1.85	%	 	 	2.10	%








 




			
	*	 	Applicable Rate is subject to adjustment in accordance with Section 2.04(e) of the Agreement.
	 
	* *	 	Adjustment Period Applicable Rate shall be in effect for the Interest Period beginning July 9,
2008 and ending on the last day of the Interest Period (but in no event later than the Interest
Period ending on or about July 6, 2009) immediately following the date on which the Company shall
have delivered the financial statements required by Section 6.01(a) or (b) of the Agreement
together with the covenant compliance certificate required by Section 6.02 of the Agreement
demonstrating that the Company achieved (i) a Leverage Ratio of 2.50 to 1.00 or less pursuant to
Section 7.04 of the Agreement, and (ii) a Fixed Charge Coverage Ratio of at least 1.75 to 1.00
pursuant to Section 7.05 of the Agreement without, in either case, utilizing the Second Quarter
2008 Adjustment.





Schedule B-3

(to Second Amendment to the Agreements)






 









 






Exhibit A

(to Second Amendment to the Agreement)