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) &
