AMENDMENT NO. 3 AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Execution Version

AMENDMENT NO. 3 AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement (this “Amendment”), dated as of May 8, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Initial Borrower”), CERTAIN SUBSIDIARIES OF THE COMPANY SIGNATORY HERETO (each a “Designated Borrower” and, together with the Initial Borrower, collectively the “Borrowers” and each a “Borrower”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto.

W I T N E S S E T H:

WHEREAS, each of the Company, the Borrowers, the Administrative Agent, and the Lenders have entered into that certain Amended and Restated Revolving Credit Agreement dated as of July 8, 2015 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of October 27, 2015, that certain Amendment No. 2 to Amended and Restated Revolving Credit Agreement, dated as of February 24, 2017 and as hereby amended and as from time to time further amended, modified, supplemented, restated, or amended and restated, the “Credit Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement as amended hereby), pursuant to which the Lenders have made available to the Borrowers a senior unsecured revolving credit facility in an original aggregate principal amount of $800,000,000; and

WHEREAS, the Company has entered into the Guaranty pursuant to which it has guaranteed certain or all of the obligations of the Borrowers under the Credit Agreement and the other Loan Documents; and

WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement in certain respects and to waive a Default or potential Default under the Credit Agreement, which the Administrative Agent and the Lenders party hereto are willing to do on the terms and conditions contained in this Amendment;

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Amendments to Credit Agreement. Subject to the terms and conditions set forth herein, the Credit Agreement (exclusive of Schedules and Exhibits thereto) shall be amended such that after giving effect to all such amendments, it shall read in its entirety as set forth on Annex I attached hereto.

2. Amendments to Compliance Certificate. Exhibit D to the Credit Agreement is hereby amended and restated in its entirety as set forth in Annex II hereto.

3. Waiver. Pursuant to Section 10.01 of the Credit Agreement and subject to the terms and conditions hereof, effective as of the date hereof each Lender party hereto hereby waives:

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(a) the requirement set forth in Section 6.01(d) of the Credit Agreement for the Company to deliver a copy of the plan and forecast of the Company and its Subsidiaries for the fiscal year commencing January 1, 2017, and further waives any Default or potential Default that has arisen or may arise under Section 8.01(b) of the Credit Agreement in connection thereof; and

(b) any actual or potential Default or Event of Default, if any, under Section 8.01(b) of the Credit Agreement arising solely as a result of the failure of the Company to comply with the terms of Section 7.18(a) of the Credit Agreement for the fiscal quarter ending March 31, 2017.

The waivers set forth in this Amendment is limited to the extent specifically set forth above for the fiscal year commencing January 1, 2017 and the fiscal quarter ending March 31, 2017, respectively, and shall in no way serve to waive compliance with Section 6.01(d) and Section 7.18(a) of the Credit Agreement for any other periods, or any other terms, covenants or provisions of the Credit Agreement or any other Loan Document, or any obligations of the Borrowers, other than as expressly set forth above.

4. Effectiveness; Conditions Precedent. This Amendment, the amendments to the Credit Agreement provided in Sections 1 and 2 hereof and the waiver provided in Section 3 hereof shall be effective as of the date first written above upon the satisfaction of the following conditions precedent:

(a) The Administrative Agent shall have received counterparts of this Amendment, duly executed by the Company, each Borrower, each Guarantor and the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf);

(b) The Administrative Agent shall have received a copy of an amendment to each other outstanding Transaction Facility, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent; and

(c) (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of May 3, 2017 by and among the Company, Bank of America, N.A., and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated; (ii) an amendment fee shall have been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on May 5, 2017 for the account of such Lender, paid to the Administrative Agent, equal to 0.25% (25 bps) multiplied by each such Lender’s Commitments as of the date hereof; and (iii) all other fees and expenses of the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent) to the extent due and payable under Section 10.04(a) of the Credit Agreement and for which invoices have been presented a reasonable period of time prior to the effectiveness hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of accounts for such fees and expenses).

5. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Company represents and warrants to the Administrative Agent and the Lenders as follows:

(a) The representations and warranties made by the Company in Article V of the Credit Agreement are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date;

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(b) This Amendment has been duly authorized, executed and delivered by the Company and the Borrowers and constitutes a legal, valid and binding obligation of such parties, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting the rights of creditors, and subject to equitable principles of general application; and

(c) After giving effect to this Amendment and the corresponding amendments to the Existing Revolving Credit Agreement and the Existing 2015 Term Loan Credit Agreement, no Default or Event of Default has occurred and is continuing, or would result from the effectiveness of this Amendment.

6. Consent of the Guarantors. Each Guarantor hereby consents, acknowledges and agrees to the amendments and other matters set forth herein and hereby confirms and ratifies in all respects the Guaranty to which it is a party (including without limitation the continuation of each Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments, waivers and consents contemplated hereby) and the enforceability of the applicable Guaranty against the applicable Guarantor in accordance with its terms.

7. Entire Agreement. This Amendment, together with all the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.

8. Full Force and Effect of Credit Agreement. Except as hereby specifically amended, waived, modified or supplemented, the Credit Agreement and each other Loan Document is hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to its respective terms.

9. Governing Law. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed and to be performed entirely within such State, and shall be further subject to the provisions of Sections 10.14 and 10.15 of the Credit Agreement.

10. Enforceability. Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

11. References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.

12. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Company, the Borrowers, the Administrative Agent and each of the Guarantors and Lenders, and their respective successors, legal representatives, and assignees to the extent such assignees are permitted assignees as provided in Section 10.06 of the Credit Agreement.

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13. No Novation. Neither the execution and delivery of this Amendment nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Credit Agreement or of any of the other Loan Documents or any obligations thereunder.

14. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

15. FATCA. For purposes of determining withholding Taxes imposed under the Foreign Account Tax Compliance Act (FATCA), from and after the effective date of this Amendment, it is understood and agreed that the Administrative Agent may treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

16. Collateral Delivery Obligation. Within 60 days after the date hereof (which such date may be extended by an additional 30 days at the sole discretion of the Administrative Agent or as otherwise extended in accordance with the Agreed Collateral Principles), the Obligations under the Loan Documents shall be secured by valid and perfected first priority Liens and security interests, subject to Liens permitted under the Credit Agreement and subject further to the Agreed Collateral Principles, in all of the following, other than Excluded Collateral (the “Collateral”):

(a) Subject to the limitations expressly set forth in this Section 16, all of the present and future personal property and assets, and, to the extent required by the Administrative Agent, owned real property having an individual value of at least $2,500,000, of each Loan Party including, without limitation:

(1) all present and future shares of capital stock of (or other ownership or profit interests in) each of the present and future Subsidiaries of each Loan Party other than inactive Subsidiaries (limited, in the case of each entity that is a “controlled foreign corporation” under Section 957 of the Internal Revenue Code, each U.S. entity that is treated as a disregarded entity for U.S. federal income tax purposes that owns (directly or indirectly through another fiscally transparent entity) a “controlled foreign corporation”, and each U.S. entity that is treated as a corporation for U.S. federal income tax purposes whose assets primarily consist of one or more “controlled foreign corporations”, to a pledge of 65% of the capital stock of each such first-tier foreign Subsidiary or U.S. Subsidiary, as applicable, to the extent the pledge of any greater percentage would result in adverse tax consequences to the applicable Loan Party);

(2) all inventory of each Loan Party;

(3) all equipment of each Loan Party;

(4) all intellectual property of each Loan Party (provided that in no event shall any intellectual property security agreements (or equivalent documentation) be filed with the USPTO or US Copyright office until after the occurrence and during the continuation of an Event of Default);

(5) all accounts receivable and payment intangibles of each Loan Party; and

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(6) all deposit accounts of each Loan Party located in the United States, but excluding (x) any deposit accounts specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of any Loan Party’s salaried employees and (y) other deposit accounts constituting zero balance, payroll, withholding or trust accounts, the aggregate average daily balance of which for all Loan Parties does not exceed $2,500,000 at any time; and

(b) all proceeds and products of the foregoing.

Assets being disposed of in connection with Project Jazz shall not be included as, or required to be pledged as, Collateral; provided, however, in the event that Project Jazz is not consummated, such assets shall be included as, and be pledged as, Collateral to the extent it would not otherwise be excluded pursuant to this Section 16.

In no event shall the Collateral include any of the following:

(i)    pledges and security interests prohibited by applicable law, rule or regulation (to the extent such law, rule or regulation is effective under applicable anti-assignment provisions of the Uniform Commercial Code (or foreign equivalent));

(ii)     assets of and equity interests in any joint venture or other non-wholly owned Subsidiary;

(iii)    any asset or property if and for so long as the grant of a security interest therein is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, sublicense, agreement, instrument or other document;

(iv)    any property in which the Loan Party now or hereafter has rights, to the extent in each case a security interest may not be granted by the Loan Party in such property without the consent of one or more third parties, including any Governmental Authority;

(v)     any property to the extent that such grant of a security interest would contravene the Agreed Collateral Principles;

(vi)     any motor vehicles and any other assets subject to a certificate of title (other than proceeds thereof), to the extent a security interest in such motor vehicles or other assets cannot be perfected solely by filing a Uniform Commercial Code financing statement; and

(vii)    assets as to which the Administrative Agent and the Loan Parties reasonably agree that the costs of obtaining such security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby (the foregoing described in clauses (i) through (vii) are, collectively, the “Excluded Collateral”).

The “Agreed Collateral Principles” are as follows: (i) notwithstanding anything herein to the contrary, no actions shall be required under the law of any non-U.S. jurisdiction in order to create or perfect any security interest other than the United Kingdom, Xxxxxxxxxxxx, Netherlands and Netherlands Antilles, (ii) no lien by any Person organized outside of the United States shall be made that would result in any breach of any law or regulation (or analogous restriction) of the jurisdiction of organization of such Person or result in any risk to the officers or directors of such Person or a civil or criminal liability, and (iii) it is expressly

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acknowledged that in certain jurisdictions it may be (A) impossible or impractical (including for legal and regulatory reasons) to create security over certain categories of assets or (B) it may take longer than agreed upon to grant or create such security over certain categories of assets, in which event the Administrative Agent will act reasonably in granting the necessary extension of timing for obtaining such security, provided, that with respect to subsections (A) and (B), the applicable Loan Party has exercised commercially reasonable efforts in providing such security.

Notwithstanding anything to the contrary contained in the Loan Documents, the Liens on the Collateral shall (i) ratably secure the relevant Loan Party’s Obligations, (ii) rank pari passu with the Liens securing the obligations under the Transaction Facilities, (iii) be effected and implemented by the entry by the Loan Parties into such security, pledge and other agreements (including, without limitation, an amendment to the Credit Agreement), in each case in form and substance satisfactory to the Administrative Agent, and the taking by the Loan Parties of such action (including, without limitation, the filing of Uniform Commercial Code financing statements and the delivery of original certificates and instruments constituting or representing Collateral, accompanied by appropriate instruments of transfer), in each case, as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting Liens on the Collateral, and (iv) be subject to an intercreditor or related agreement (the “Intercreditor Agreement”) by and between the (A) Administrative Agent (acting as “collateral agent”), (B) the noteholders under the Note Purchase Agreements, (C) the respective administrative agents (to the extent authorized to do so) for the creditors under the other Transaction Facilities and (D) those Lenders under the Credit Agreement, the Existing Revolving Credit Agreement and the Existing 2015 Term Loan Agreement who have issued performance and financial letters of credit to the Company and/or its Subsidiaries (but outside of such credit agreements), which in the case of the Lenders pursuant to this clause (D) will be pari passu to the other Lenders and creditors in clauses (A) through (C) with respect to up to $500,000,000 in Indebtedness owed by the Company or its Subsidiaries to such Lenders. Notwithstanding any other timing requirement in this Section 16 otherwise, the Intercreditor Agreement shall be entered into by the parties thereto not later than 21 days following the date hereof.

The Administrative Agent shall also act as the “collateral agent” under the Loan Documents and any security instruments, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent (i) to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto, and (ii) to enter into security documents, the Intercreditor Agreement and any other related security instruments on behalf of the Lenders.

[Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

CHICAGO BRIDGE & IRON COMPANY (Delaware),

as the Initial Borrower

By:     /s/ Xxxxxxx Xxxxx        

Name: Xxxxxxx Xxxxx

Title: Treasurer

CB&I LLC, as a Designated Borrower

By: CB&I HoldCo, LLC, its Sole Member

By:     /s/ Xxxxxx X. Xxxxxxxx        

Name: Xxxxxx X. Xxxxxxxx

Title: Secretary

CB&I SERVICES, LLC, as a Designated Borrower

By: CB&I HoldCo, LLC, its Sole Member

By:     /s/ Xxxxxx X. Xxxxxxxx        

Name: Xxxxxx X. Xxxxxxxx

Title: Secretary

CHICAGO BRIDGE & IRON COMPANY B.V.,

as a Designated Borrower

By:     /s/ Xxxxxxx X. Xxxx        

Name: Xxxxxxx X. Xxxx

Title: Managing Director

CHICAGO BRIDGE & IRON COMPANY,

as a Designated Borrower

By:     /s/ Xxxxxxx Xxxxx        

Name: Xxxxxxx Xxxxx

Title: Vice President and Treasurer

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

COMPANY:

CHICAGO BRIDGE & IRON COMPANY N.V.

By: CHICAGO BRIDGE & IRON COMPANY B.V.,

its Managing Director

By:     /s/ Xxxxxxx X. Xxxx        

Name: Xxxxxxx X. Xxxx

Title: Authorized Signatory

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

ACKNOWLEDGEMENT

Each of the undersigned Subsidiary Guarantors hereby acknowledge and agree to the foregoing Amendment.

CHICAGO BRIDGE & IRON COMPANY, a Delaware corporation
By:					/s/ Xxxxxxx X. Xxxx
					Name:			Xxxxxxx X. Xxxx
					Title:			Authorized Signatory
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
By:					/s/ Xxxxxxx X. Xxxx
					Name:			Xxxxxxx X. Xxxx
					Title:			Authorized Signatory
CB&I TYLER COMPANY
By:						/s/ Xxxxxxx Xxxxx
						Name:		Xxxxxxx Xxxxx
						Title:		Treasurer
CB&I, LLC
By:					CB&I HoldCo, LLC, its Sole Member
By:						/s/ Xxxxxx X. Xxxxxxxx
						Name:		Xxxxxx X. Xxxxxxxx
						Title:		Secretary

CHICAGO BRIDGE & IRON COMPANY, an Illinois corporation

By:		/s/ Xxxxxxx Xxxxx
		Name:			Xxxxxxx Xxxxx
		Title:			Treasurer
A&B BUILDERS, LTD.
By:				/s/ Xxxxxxx Xxxxx
				Name:			Xxxxxxx Xxxxx
				Title:			Treasurer

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

ASIA PACIFIC SUPPLY COMPANY
By:				/s/ Xxxxxxx Xxxxx
				Name:				Xxxxxxx Xxxxx
				Title:				Treasurer
CBI AMERICAS LTD.
By:		/s/ Xxxxxxx Xxxxx
		Name:				Xxxxxxx Xxxxx
		Title:				Treasurer
CSA TRADING COMPANY, LTD.
By:		/s/ Xxxxxxx Xxxxx
		Name:				Xxxxxxx Xxxxx
		Title:				Treasurer
CB&I WOODLANDS L.L.C.
By:		/s/ Xxxxxxx Xxxxx
		Name:				Xxxxxxx Xxxxx
		Title:				Treasurer
CBI COMPANY LTD.
By:		/s/ Xxxxxxx Xxxxx
		Name:				Xxxxxxx Xxxxx
		Title:				Treasurer
CENTRAL TRADING COMPANY, LTD.
By:		/s/ Xxxxxxx Xxxxx
		Name:				Xxxxxxx Xxxxx
		Title:				Treasurer

CONSTRUCTORS INTERNATIONAL, L.L.C.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

HBI HOLDINGS, L.L.C.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer

XXXX-XXXXX INTERNATIONAL, L.L.C.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer
XXXX-XXXXX ENGINEERS, LTD.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer
XXXX-XXXXX HOLDINGS, L.L.C.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer
XXXX-XXXXX MANAGEMENT, L.L.C.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer

XXXX-XXXXX INTERNATIONAL MANAGEMENT L.L.C.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer

MATRIX ENGINEERING, LTD.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

MATRIX MANAGEMENT SERVICES, L.L.C.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer
OCEANIC CONTRACTORS, INC.
By:		/s/ Xxxxxxx Xxxxx
		Name:			Xxxxxxx Xxxxx
		Title:			Treasurer
CBI VENEZOLANA, S.A.
By:		/s/ Rui Xxxxxxx Xxxxx
		Name:			Rui Xxxxxxx Xxxxx
		Title:			Treasurer
CBI MONTAJES DE CHILE LIMITADA
By:		/s/ Rui Xxxxxxx Xxxxx
		Name:			Rui Xxxxxxx Xxxxx
		Title:			Director/Legal Representative
CB&I EUROPE B.V.
By:		/s/ Xxxxxxx Xxxxxxx
		Name:			Xxxxxxx Xxxxxxx
		Title:			Director
CBI EASTERN ANSTALT
By		/s/ Xxxxxxx Xxxxxxx
		Name:			Xxxxxxx Xxxxxxx
		Title:			Director

CB&I POWER COMPANY B.V.

(f/k/a CMP HOLDINGS B.V.)

By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

CBI CONSTRUCTORS PTY LTD
By:	/s/ Xxx Xxxxxxx Bendesh
	Name:		Xxx Xxxxxxx Bendesh
	Title:		Director

CBI ENGINEERING AND CONSTRUCTION

CONSULTANT (SHANGHAI) CO. LTD.
By:		/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chairman
CBI (PHILIPPINES), INC.
By:		/s/ Xxx Xxxxxxxx
		Name:	Xxx Xxxxxxxx
		Title:	President
CBI OVERSEAS, LLC
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxx
		Title:	Secretary

CB&I CONSTRUCTORS LIMITED
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Director
CB&I HOLDINGS (U.K.) LIMITED
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Director
CB&I UK LIMITED
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

CB&I MALTA LIMITED
By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Director
LUTECH RESOURCES LIMITED
By:		/s/ Xxxxxxxx Xxxxxxxxxx
		Name:		Xxxxxxxx Xxxxxxxxxx
		Title:		Secretary
NETHERLANDS OPERATING COMPANY B.V.
By:		/s/ H. M. Koese
		Name:		H. M. Koese
		Title:		Director
CBI NEDERLAND B.V.
By:		/s/ Xxxxx Xxxxx
		Name:			Xxxxx Xxxxx
		Title:			Director

ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

CHICAGO BRIDGE & IRON (ANTILLES) N.V.

By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Managing Director

XXXXXX TECHNOLOGY HEAT TRANSFER B.V.

By:		/s/ Xxxx X. Xxxxxxxx, Xx.
		Name:			Xxxx X. Xxxxxxxx, Xx.
		Title:			Director
XXXXXXX FINANCE COMPANY B.V.
By:		/s/ Xxxxxxx X. Xxxx
		Name:			Xxxxxxx X. Xxxx
		Title:			Managing Director
CB&I FINANCE COMPANY LIMITED
By:			/s/ Xxxxx X. Xxxxxx
			Name:				Xxxxx X. Xxxxxx
			Title:				Director
CB&I OIL & GAS EUROPE B.V.
By:			/s/ Xxxxxxx X. Xxxx
			Name:				Xxxxxxx X. Xxxx
			Title:				Managing Director
CBI COLOMBIANA S.A.
By:			/s/ Xxxxxxx X. Xxxx
			Name:				Xxxxxxx X. Xxxx
			Title:				Director

CHICAGO BRIDGE & IRON COMPANY B.V.

By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Managing Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

CB&I TECHNOLOGY INTERNATIONAL CORPORATION (f/k/a XXXXXX INTERNATIONAL CORPORATION)
By:			/s/ Xxxx X. Xxxxxxxx, Xx.
			Name:			Xxxx X. Xxxxxxxx, Xx.
			Title:			Vice President – Finance – Treasurer
CB&I TECHNOLOGY VENTURES, INC.
(f/k/a XXXXXX CATALYST COMPANY LTD.)
By:			/s/ Xxxx X. Xxxxxxxx, Xx.
			Name:			Xxxx X. Xxxxxxxx, Xx.
			Title:			Vice President & Treasurer
CB&I TECHNOLOGY OVERSEAS CORPORATION (f/k/a XXXXXX OVERSEAS CORPORATION)
By:		/s/ Xxxx X. Xxxxxxxx, Xx.
		Name:			Xxxx X. Xxxxxxxx, Xx.
		Title:			Vice President & Treasurer
CATALYTIC DISTILLATION TECHNOLOGIES
By:		/s/ Xxxx X. Xxxxxxxx, Xx.
		Name:			Xxxx X. Xxxxxxxx, Xx.
		Title:			Management Committee Member
CB&I TECHNOLOGY INC. (f/k/a XXXXXX TECHNOLOGY, INC.)
By:		/s/ Xxxx X. Xxxxxxxx, Xx.
		Name:			Xxxx X. Xxxxxxxx, Xx.
		Title:			CFO & Treasurer
CBI SERVICES, LLC
By:	CB&I HoldCo, LLC, its Sole Member
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:			Xxxxxx X. Xxxxxxxx
		Title:			Secretary

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

WOODLANDS INTERNATIONAL INSURANCE COMPANY

By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Director

CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY

By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Director

XXXXXX NOVOLEN TECHNOLOGY GMBH

By:		/s/ Xxxxxxxxx Xxxxxxx
		Name:		Xxxxxxxxx Xxxxxxx
		Title:		Managing Director
CB&I XXXXXX GMBH
By:		/s/ Xxxxxxx Xxxxxxxxxxxx
		Name:		Xxxxxxx Xxxxxxxxxxxx
		Title:		Managing Director
CB&I S.R.O.
By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Managing Director
CBI PERUANA S.A.C.
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		General Manager
XXXXXX CBI, LIMITED
By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

CB&I (NIGERIA) LIMITED
By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Director
CB&I SINGAPORE PTE LTD.
By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Director
CB&I NORTH CAROLINA, INC.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

XXXX ALLOY PIPING PRODUCTS, LLC

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Manager
CB&I Xxxxxx LA, L.L.C.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Manager

CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC.

(f/k/a XXXX ENVIRONMENTAL, INC.)
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

CB&I OVERSEAS (FAR EAST) INC.

By:

/s/ Xxxxxx Xxxxxxxxxx

Name:

Xxxxxx Xxxxxxxxxx

Title:

Director

THE XXXX GROUP INC.

By:

/s/ Xxxxxxx Xxxxx

Name:

Xxxxxxx Xxxxx

Title:

Treasurer

XXXXXX GASIFICATION TECHNOLOGY LICENSING COMPANY

By:

/s/ Xxxx X. Xxxxxxxx, Xx.

Name:

Xxxx X. Xxxxxxxx, Xx.

Title:

Director

CB&I LAURENS, INC.

By:

/s/ Xxxxxxx X. Xxxx

Name:

Xxxxxxx X. Xxxx

Title:

Vice President – Global Tax

CB&I GOVERNMENT SOLUTIONS, INC.

By:

/s/ Xxxxxxx Xxxxx

Name:

Xxxxxxx Xxxxx

Title:

Director

XXXX SSS FABRICATORS, INC.

By:

/s/ Xxxxxxx Xxxxx

Name:

Xxxxxxx Xxxxx

Title:

Treasurer

CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS), LLC

By:

/s/ Xxxxxx X. Xxxxxxxx

Name:

Xxxxxx X. Xxxxxxxx

Title:

Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

CBI US HOLDING COMPANY, INC
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Secretary
CBI HOLDCO TWO, INC
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Secretary
CBI COMPANY BV
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Director

ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A.,

as Administrative Agent

By: /s/ Xxxxxxxx X. Manduk Xxxxx

Name:    Xxxxxxxx X. Manduk Xxxxx    

Title:    Vice President         

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

LENDERS:

BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender

By:/s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Managing Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

BANK OF MONTREAL, as a Lender and an L/C Issuer

By: Xxxxxxx Gift

Name: Xxxxxxx Gift

Title: Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

THE BANK OF NOVA SCOTIA, as a Lender

By:/s/ Xxxxxxx Grad        

Name: Xxxxxxx Grad

Title: Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender and an L/C Issuer

By: Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title: Authorized Signatory

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

BNP PARIBAS, as a Lender and an L/C Issuer

By: Xxxx-Xxx Xxxx

Name: Xxxx-Xxx Xxxx

Title: Vice President

By: Xxx Xxxxx

Name: Xxx Xxxxx

Title: Vice President

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

CITIBANK, N.A., as a Lender

By:/s/ Xxxx Xxxxxxxxx        

Name: Xxxx Xxxxxxxxx

Title: Vice President

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

COMMERZBANK AG, NEW YORK BRANCH, as a Lender

By:/s/ Xxxxxxx Xxxxxx        

Name: Xxxxxxx Xxxxxx

Title: Director

By:/s/ Xxxxxxxxx Xxxxxxx        

Name: Xxxxxxxxx Xxxxxxx

Title: Assistant Vice President

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

COMPASS BANK, as a Lender and an L/C Issuer

By: Xxxxx Xxxx

Name: Xxxxx Xxxx

Title: Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender and an L/C Issuer

By:/s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title: Managing Director

By:/s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Managing Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

DBS BANK LTD., as a Lender

By:/s/ Yeo How Ngee            

Name: Yeo How Ngee

Title: Managing Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

FIFTH THIRD BANK, as a Lender

By:/s/ Xxxxxx X. Xxxxxxx    

Name: Xxxxxx X. Xxxxxxx

Title: Vice President

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

By:/s/ Xxxx Xxxxxx    

Name: Xxxx Xxxxxx

Title: Managing Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

ING BANK N.V., DUBLIN BRANCH, as a Lender

By: /s/ Xxxxx Xxxxxx                

Name: Xxxxx Xxxxxx

Title: Director

By:/s/ Xxxxx Xxxxxx                

Name: Xxxxx Xxxxxx

Title: Managing Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

INTESA SANPAOLO S.P.A., NEW YORK BRANCH, as a Lender

By: /s/ W.S. Debton        

Name: X.X. Xxxxxx

Title: Corporate & Investment Banking

By:/s/ Francesco Di Mario        

Name: Francesco Di Mario

Title: FVP, Credit Manager

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

LLOYDS BANK PLC, as a Lender

By: /s/Xxxx Xxxxx        

Name: Xxxx Xxxxx

Title: Assistant Vice President – W004

By: /s/ Xxxxx Xxxxx        

Name: Xxxxx Xxxxx

Title: Senior Vice President – P003

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

MIZUHO BANK, LTD., as a Lender

By:/s/Xxxxx DeMagistric    

Name: Xxxxx DeMagistric

Title: Authorized Signatory

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

NBAD AMERICAS N.V., as a Lender

By:/s/ Xxxxxx Xxxxx        

Name: Xxxxxx Xxxxx

Title: Chief Operating Officer & SVP

By:/s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title: Head of Operations

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

THE NORTHERN TRUST COMPANY, as a Lender

By:/s/ Xxxxx X. Xxxxxx            

Name: Xxxxx X. Xxxxxx

Title: Senior Vice President

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

REGIONS BANK, as a Lender

By: Xxxx Xxxxxx        

Name: Xxxx Xxxxxx

Title: Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

LENDERS:

RIYAD BANK, HOUSTON AGENCY, as a Lender

By:/s/ Xxx Xxxxxxxx                

Name: Xxx Xxxxxxxx

Title: Vice President & Administrative Officer

By:/s/ Xxxxx Xxxxx                

Name: Xxxxx Xxxxx

Title: Operations Manager

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

SANTANDER BANK, N.A., as a Lender

By: Xxxxxx Xxxxxxx            

Name: Xxxxxx Xxxxxxx

Title: Executive Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

By:/s/ Xxxxx X. Xxxxxxxxx    

Name: Xxxxx X. Xxxxxxxxx

Title: Managing Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

SUNTRUST BANK, as a Lender

By:/s/ Xxxxxx Xxxx        

Name: Xxxxxx Xxxx

Title: Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

UNICREDIT BANK AG, NEW YORK BRANCH, as a Lender

By:/s/ Julien Tizorin        

Name: Julien Tizorin

Title: Director

By:/s/ Xxx Xxxxxxxx        

Name: Xxx Xxxxxxxx

Title: Managing Director

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

ZB, NA D/B/A AMEGY BANK NATIONAL ASSOCIATION, as a Lender

By:/s/ Xxxxxx Xxxxx                

Name: Xxxxxx Xxxxx

Title: Assistant Vice President

Chicago Bridge & Iron

Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement

Signature Page

ANNEX I

CONFORMED CREDIT AGREEMENT

(see attached)

Published CUSIP Numbers: 00000XXX0 (Xxxx)

Revolver: 00000XXX0

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Dated as of July 8, 2015

among    

CHICAGO BRIDGE & IRON COMPANY N.V.,

as Guarantor,

CHICAGO BRIDGE & IRON COMPANY (DELAWARE),

as Initial Borrower,

and

CERTAIN SUBSIDIARIES OF CHICAGO BRIDGE & IRON COMPANY N.V.,

as Designated Borrowers,

BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,

and

The Other Lenders Party Hereto

BANK OF AMERICA XXXXXXX XXXXX, COMPASS BANK, BNP PARIBAS SECURITIES CORP., CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as Joint Lead Arrangers and Joint Bookrunners

COMPASS BANK, BNP PARIBAS, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as Co-Syndication Agents

BANK OF MONTREAL,

HSBC BANK USA, NATIONAL ASSOCIATION,

and

FIFTH THIRD BANK,

as Co-Documentation Agents

¹Conformed version to include Amendments 1, 2 and 3.

67484784_12

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS				1
	1.01		Defined Terms	1
	1.02		Other Interpretive Provisions	38
	1.03		Accounting Terms	39
	1.04		Rounding	39
	1.05		Exchange Rates; Currency Equivalents	40
	1.06		Additional Alternative Currencies	40
	1.07		Change of Currency	41
	1.08		Times of Day	42
	1.09		Letter of Credit Amounts	42
	1.10		Supplemental Disclosure	42
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS				42
	2.01		Committed Loans	42
	2.02		Borrowings, Conversions and Continuations of Committed Loans	43
	2.03		Letters of Credit	44
	2.04		Swing Line Loans	54
	2.05		Prepayments	57
	2.06		Termination or Reduction of Commitments	59
	2.07		Repayment of Loans	60
	2.08		Interest	60
	2.09		Fees	60
	2.10		Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	61
	2.11		Evidence of Debt	62
	2.12		Payments Generally; Administrative Agent's Clawback	62
	2.13		Sharing of Payments by Lenders	64
	2.14		Designated Borrowers	65
	2.15		Increase in Commitments	66
	2.16		Cash Collateral	68
	2.17		Defaulting Lenders	69
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY				72
	3.01		Taxes	72
	3.02		Illegality	77
	3.03		Inability to Determine Rates	78
	3.04		Increased Costs; Reserves on Eurodollar Rate Loans	78
	3.05		Compensation for Losses	80
	3.06		Mitigation Obligations; Replacement of Lenders	81
	3.07		Survival	81

67484784_12

ARTILCE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS				81
	4.01		Conditions of Initial Credit Extension	81
	4.02		Conditions to All Credit Extensions	83
	4.03		Conditions to Initial Advance to Each New Designated Borrower	84
ARTICLE V REPRESENTATIONS AND WARRANTIES				84
	5.01		Organization; Corporate Powers	85
	5.02		Authority, Execution and Delivery; Loan Documents	85
	5.03		No Conflict; Governmental Consents	85
	5.04		No Material Adverse Change	86
	5.05		Financial Statements	86
	5.06		Payment of Taxes	87
	5.07		Litigation; Loss Contingencies and Violations	87
	5.08		Subsidiaries	87
	5.09		ERISA	87
	5.10		Accuracy of Information	88
	5.11		Securities Activities	89
	5.12		Material Agreements	89
	5.13		Compliance with Laws	89
	5.14		Assets and Properties	89
	5.15		Statutory Indebtedness Restrictions	89
	5.16		Insurance	89
	5.17		Environmental Matters	89
	5.18		Representations and Warranties of Each Designated Borrower	90
	5.19		Benefits	92
	5.20		Solvency	92
	5.21		OFAC	92
	5.22		PATRIOT Act	92
	5.23		Senior Indebtedness	92
	5.24		Anti-Corruption Laws	92
	5.25		Not an EEA Financial Institution	92
ARTICLE VI AFFIRMATIVE COVENANTS				93
	6.01		Financial Report	93
	6.02		Notices	94
	6.03		Existence, Etc.	98
	6.04		Corporate Powers; Conduct of Business	98
	6.05		Compliance with Laws, Etc.	98
	6.06		Payment of Taxes and Claims; Tax Consolidation	98
	6.07		Insurance	98
	6.08		Inspection of Property; Books and Records; Discussions	99
	6.09		ERISA Compliance	99

67484784_12

	6.10		Maintenance of Property	99
	6.11		Environmental Compliance	99
	6.12		Use of Proceeds	99
	6.13		Subsidiary Guarantors	100
	6.14		Foreign Employee Benefit Compliance	101
	6.15		Anti-Corruption Laws	101
ARTICLE VII NEGATIVE COVENANTS				101
	7.01		Indebtedness	101
	7.02		Sales of Assets	103
	7.03		Liens	104
	7.04		Investments	105
	7.05		Contingent Obligations	106
	7.06		Conduct of Business; Subsidiaries; Permitted Acquisitions	106
	7.07		Transactions with Shareholders and Affiliates	108
	7.08		Restriction on Fundamental Changes	108
	7.09		Sales and Leasebacks	108
	7.10		Margin Regulations	108
	7.11		ERISA	109
	7.12		Subsidiary Covenants	109
	7.13		Hedging Obligations	109
	7.14		Issuance of Disqualified Stock	109
	7.15		Non-Guarantor Subsidiaries	110
	7.16		Intercompany Indebtedness	110
	7.17		Restricted Payments	110
	7.18		Financial Covenants	110
	7.19		Sanctions	112
	7.20		Anti-Corruption Laws	112
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES				113
	8.01		Events of Default	113
	8.02		Remedies Upon Event of Default	115
	8.03		Application of Funds	116
ARTICLE IX ADMINISTRATIVE AGENT				117
	9.01		Appointment and Authority	117
	9.02		Rights as a Lender	117
	9.03		Exculpatory Provisions	118
	9.04		Reliance by Administrative Agent	119
	9.05		Delegation of Duties	119
	9.06		Resignation of Administrative Agent	119
	9.07		Non-Reliance on Administrative Agent and Other Lenders	121

67484784_12

	9.08		No Other Duties, Etc.	121
	9.09		Administrative Agent May File Proofs of Claim	121
	9.10		Guaranty Matters	122
	9.11		Hedge Obligations	122
ARTICLE X MISCELLANEOUS				123
	10.01		Amendments, Etc.	123
	10.02		Notices; Effectiveness; Electronic Communication	124
	10.03		No Waiver; Cumulative Remedies; Enforcement	126
	10.04		Expenses; Indemnity; Damage Waiver	127
	10.05		Payments Set Aside	129
	10.06		Successors and Assigns	129
	10.07		Treatment of Certain Information; Confidentiality	134
	10.08		Right of Setoff	135
	10.09		Interest Rate Limitation	136
	10.10		Counterparts; Integration; Effectiveness	136
	10.11		Survival of Representations and Warranties	136
	10.12		Severability	137
	10.13		Replacement of Lenders	137
	10.14		Governing Law; Jurisdiction; Etc.	138
	10.15		Waiver of Jury Trial	139
	10.16		No Advisory or Fiduciary Responsibility	140
	10.17		Electronic Execution of Assignments and Certain Other Documents	140
	10.18		USA PATRIOT Act	141
	10.19		Judgment Currency	141
	10.20		Entire Agreement	141
	10.21		Keepwell	141
	10.22		Amendment and Restatement	142
	10.23		Acknowledgment and Consent to Bail-In of EEA Financial Institutions	143
ARTICLE XI GUARANTY				143
	11.01		Guaranty	143
	11.02		Waivers; Subordination of Subrogation	144
	11.03		Guaranty Absolute	145
	11.04		Acceleration	145
	11.05		Marshaling; Reinstatement	146
	11.06		Termination Date	146
	11.07		Subordination of Intercompany Indebtedness	146

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SCHEDULES

1.01A    Excluded Foreign Subsidiaries

1.01B    Material Subsidiaries

2.01    Commitments and Applicable Percentages

2.03    Existing Letters of Credit and L/C Issuers

5.07    Litigation

5.08    Subsidiaries

5.09    Pensions and Post-Retirement Plans

5.17    Environmental Matters

7.01    Permitted Existing Indebtedness

7.03    Permitted Existing Liens

7.04    Permitted Existing Investments

7.05    Permitted Existing Contingent Obligations

7.12    Subsidiary Covenants

7.17    Permitted Restricted Payments

10.02    Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

Form of

A        Committed Loan Notice

B        Swing Line Loan Notice

C        Note

D        Compliance Certificate

E        Assignment and Assumption

F        Officer’s Certificate

G        Subsidiary Guaranty

H        Designated Borrower Request and Assumption Agreement I-1        Company’s US Counsel’s Opinion

I-2        Company’s Foreign Counsel’s Opinion J        U.S. Tax Compliance Certificates

K        Letter of Credit Report

67484784_12

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of July 8, 2015 among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Initial Borrower”), and certain Subsidiaries of the Company party hereto or subsequently designated pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Initial Borrower, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

The Company, certain Subsidiaries of the Company party thereto, certain of the Lenders (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Revolving Credit Agreement dated as of December 21, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”), pursuant to which the Existing Lenders agreed to make certain revolving credit facilities available to the Borrowers in accordance with the terms thereof.

The Company, the Borrowers, the Lenders and the Administrative Agent desire to amend and restate the Existing Credit Agreement in its entirety to provide for a revolving credit facility on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I    
DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Accounting Change” has the meaning specified in Section 1.03.

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Company or any of its Subsidiaries (a) acquires any going business or all or substantially all of the assets of any Person, firm, corporation or division thereof, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding Equity Interests of another Person.

“Act” has the meaning specified in Section 10.18.

67484784_12

“Adjusted Indebtedness” of a Person means, without duplication, such Person’s Indebtedness but excluding obligations with respect to (a) the undrawn portion of any Performance Letters of Credit (including any Performance Letters of Credit under and as defined in the Existing Revolving Credit Agreement), bank guarantees supporting obligations comparable to those supported by performance letters of credit and all reimbursement agreements related thereto and (b) liabilities of such Person or any of its Subsidiaries under any sale and leaseback transaction which do not create a liability on the consolidated balance sheet of such Person.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the Company and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially a form approved by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement.

“Agreement Accounting Principles” means generally accepted accounting principles as in effect in the United States from time to time, applied in a manner consistent with that used in preparing the financial statements of the Company referred to in Section 5.05(b) hereof; provided, however, except as provided in Section 1.03, that with respect to the calculation of financial ratios and other financial tests required by this Agreement, “Agreement Accounting Principles” means generally accepted accounting principles as in effect in the United States as of the date of this Agreement, applied in a manner consistent with that used in preparing the financial statements of the Company referred to in Section 5.05(b) hereof.

“Alternative Currency” means each currency (other than Dollars) that is approved in accordance with Section 1.06.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

67484784_12

“Amendment No. 2 Closing Date” means February 24, 2017, the effective date of Amendment No. 2 to Credit Agreement by and among the Company, the Borrowers, the Administrative Agent and the Lenders party thereto.

“Amendment No. 3 Closing Date” means May 8, 2017, the effective date of Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement by and among the Company, the Borrowers, the Administrative Agent and the Lenders party thereto.

“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.17. If the commitment of each Lender to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Leverage Ratio as set forth below:

Applicable Rate
Pricing Level	Leverage Ratio	Commitment Fee	Eurodollar Rate + / Financial Letter of Credit Fees	Performance Letter of Credit Fees	Base Rate +
1	Less than 0.75 to 1.00	0.150%	1.250%	0.650%	0.250%
2	Less than 1.25 to 1.00 but greater than or equal to 0.75 to 1.00	0.175%	1.375%	0.700%	0.375%
3	Less than 2.00 to 1.00 but greater than or equal to 1.25 to 1.00	0.225%	1.500%	0.800%	0.500%
4	Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00	0.250%	1.750%	0.900%	0.750%
5	Less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00	0.300%	2.000%	1.000%	1.000%
6	Less than 3.50 to 1.00 but greater than or equal to 3.00 to 1.00	0.350%	2.250%	1.100%	1.250%
7	Greater than or equal to 3.50 to 1.00	0.400%	2.500%	1.250%	1.500%

Any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective five (5) Business Days immediately following the date a Compliance Certificate

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is delivered pursuant to Section 6.01(c)(ii); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 7 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for the period from the Amendment No. 3 Closing Date through and including the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(c)(ii) for the period of four consecutive fiscal quarters ending June 30, 2017 shall be Pricing Level 7.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” mean each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), Compass Bank, BNP Paribas Securities Corp., Crédit Agricole Corporate and Investment Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., each in its capacity as a joint lead arranger and joint bookrunner.

“Asset Sale” means, with respect to any Person, the sale, lease, conveyance, disposition or other transfer by such Person of any of its assets (including by way of a sale-leaseback transaction, and including the sale or other transfer of any of the Equity Interests of any Subsidiary of such Person, but not the Equity Interests of such Person) to any Person other than the Company or any of its wholly-owned Subsidiaries other than (a) the sale of inventory in the ordinary course of business and (b) the sale or other disposition of any obsolete equipment disposed of in the ordinary course of business.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.

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“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bank of America” means Bank of America, N.A. and its successors.

“Bankruptcy Code” means 11 U.S.C. § 101 et seq.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%; provided that in no event shall such rate be less than 0%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

“Benefit Plan” means a defined benefit plan as defined in Section 3(35) of ERISA (other than a Multiemployer Plan or Foreign Pension Plan) in respect of which the Company or any other member of the Controlled Group is, or within the immediately preceding six (6) years was, an “employer” as defined in Section 3(5) of ERISA.

“Borrower” and “Borrowers” each has the meaning specified in the introductory paragraph hereto.

“Borrower Guarantors” has the meaning specified in Section 11.01(a).

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

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“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York, New York or the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located, and in respect of any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurodollar Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“Buying Lender” has the meaning specified in Section 2.15(f).

“Capital Stock” means (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership, partnership interests (whether general or limited) and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease” of a Person means any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuers shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the applicable L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government; (b) domestic and Eurodollar certificates of deposit and time deposits, bankers’ acceptances and floating rate certificates of deposit issued by any commercial bank organized under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches or agencies, the long-term indebtedness of which institution at the time of acquisition is rated A- (or better) by S&P or A3 (or better) by Xxxxx’x, and which certificates of deposit and time deposits are fully protected against currency fluctuations for any such deposits with a term of more than ninety (90) days; (c) shares of money market, mutual or similar funds having assets in excess of $100,000,000 and the investments of which are limited to (x) investment grade securities (i.e., securities rated at least Baa by Xxxxx’x or at least BBB by S&P) and (y) commercial paper of United States and foreign banks and bank holding companies and their subsidiaries and United

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States and foreign finance, commercial industrial or utility companies which, at the time of acquisition, are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx’x (all such institutions being, “Qualified Institutions”); (d) commercial paper of Qualified Institutions; provided that the maturities of such Cash Equivalents shall not exceed three hundred sixty-five (365) days from the date of acquisition thereof; and (e) auction rate securities (long-term, variable rate bonds tied to short-term interest rates) that are rated Aaa by Xxxxx’x or AAA by S&P.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which:

(a)    any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of twenty percent (20%) or more of the voting power of the then outstanding Capital Stock of the Company entitled to vote generally in the election of the directors of the Company; or

(b)    the majority of the board of directors of the Company fails to consist of Continuing Directors; or

(c)    except as expressly permitted under the terms of this Agreement, the Company or any Designated Borrower consolidates with or merges into another Person or conveys, transfers or leases all or substantially all of its property to any Person, or any Person consolidates with or merges into the Company or any Designated Borrower, in either event pursuant to a transaction in which the outstanding Capital Stock of the Company or such Designated Borrower, as applicable, is reclassified or changed into or exchanged for cash, securities or other property; or

(d)    except as otherwise expressly permitted under the terms of this Agreement, the Company shall cease to own and control, either directly or indirectly, all of the economic and voting rights associated with all of the outstanding Capital Stock of each of the Subsidiary Guarantors or shall cease to have the power, directly or indirectly, to elect all of the members of the board of directors of each of the Subsidiary Guarantors.

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“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“Code” means the Internal Revenue Code of 1986.

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type, in the same currency and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Committed Loan” has the meaning specified in Section 2.01.

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company” has the meaning specified in the introductory paragraph hereto.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Fixed Charges” means, for any period, the sum of (a) Consolidated Long-Term Lease Rentals for such period and (b) consolidated Interest Expense of the Company and its Subsidiaries (including capitalized interest and the interest component of Capitalized Leases) for such period.

“Consolidated Long-Term Lease Rentals” means, for any period, the sum of the minimum amount of rental and other obligations of the Company and its Subsidiaries required to be paid during such period under all leases of real or personal property (other than Capitalized Leases) having a term (including any required renewals or extensions or any renewals or extensions at the option of the lessor or lessee) of one year or more after the commencement of the initial term, determined on a consolidated basis in accordance with GAAP.

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“Consolidated Net Income” means, for any period, the net income (or deficit) of the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, but excluding in any event (a) any extraordinary gain or loss (net of any tax effect), (b) cash distributions received by the Company or any Subsidiary from any Eligible Joint Venture and (c) net earnings of any Person (other than a Subsidiary) in which the Company or any Subsidiary has an ownership interest unless such net earnings shall have actually been received by the Company or such Subsidiary in the form of cash distributions.

“Consolidated Net Income Available for Fixed Charges” means, for any period, Consolidated Net Income plus, to the extent deducted in determining such Consolidated Net Income, (a) provisions for income taxes, (b) Consolidated Fixed Charges, (c) to the extent not already included in Consolidated Net Income, dividends and distributions actually received in cash during such period from Persons that are not Subsidiaries of the Company, (d) retention bonuses paid to officers, directors and employees of the Company and its Subsidiaries in connection with the Transaction not to exceed $25,000,000, (e) any charges, fees and expenses incurred in connection with the Transaction, the transactions related thereto, and any related issuance of Indebtedness or equity, whether or not successful, (f) charges, expenses and losses incurred in connection with restructuring and integration activities in connection with the Transaction, including in connection with closures of certain facilities and termination of leases, (g) non-cash compensation expenses for management or employees to the extent deducted in computing Consolidated Net Income, (h) expenses incurred in connection with the Xxxx Acquisition and relating to termination and severance as to, or relocation of, officers, directors and employees not exceeding $110,000,000, and (i) equity earnings booked or recognized by the Company or any of its Subsidiaries from Eligible Joint Ventures not to exceed 15% (or such lower percentage as may be set forth in the Note Purchase Agreements) of EBITDA of the Company pursuant to clauses (a) through (i) of the definition thereof for such period.

“Consolidated Net Worth” means, at a particular date, all amounts which would be included under shareholders’ or members’ equity on the consolidated balance sheet for the Company and its consolidated Subsidiaries plus any preferred stock of the Company to the extent that it has not been redeemed for indebtedness, as determined in accordance with Agreement Accounting Principles.

“Contaminant” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or petroleum-derived substance or waste, asbestos, polychlorinated biphenyls (“PCBs”), or any constituent of any such substance or waste, and includes but is not limited to these terms as defined in Environmental, Health or Safety Requirements of Law.

“Contingent Obligation”, as applied to any Person, means any Contractual Obligation, contingent or otherwise, of that Person with respect to any Indebtedness of another or other obligation or liability of another, including, without limitation, any such Indebtedness, obligation or liability of another directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business), co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable, including Contractual Obligations (contingent or otherwise) arising through any agreement to purchase, repurchase, or otherwise acquire such Indebtedness, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof (whether in the form of loans, advances, stock purchases,

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capital contributions or otherwise), or to maintain solvency, assets, level of income, or other financial condition, or to make payment other than for value received. The amount of any Contingent Obligation shall be equal to the present value of the portion of the obligation so guaranteed or otherwise supported, in the case of known recurring obligations, and the maximum reasonably anticipated liability in respect of the portion of the obligation so guaranteed or otherwise supported assuming such Person is required to perform thereunder, in all other cases.

“Continuing Director” means, with respect to any person as of any date of determination, any member of the board of directors of such Person who (a) was a member of such board of directors on the Closing Date, or (b) was nominated for election or elected to such board of directors with the approval of the required majority of the Continuing Directors who were members of such board at the time of such nomination or election; provided that an individual who is so elected or nominated in connection with a merger, consolidation, acquisition or similar transaction shall not be a Continuing Director unless such individual was a Continuing Director prior thereto.

“Contractual Obligation”, as applied to any Person, means any provision of any equity or debt securities issued by that Person or any indenture, mortgage, deed of trust, security agreement, pledge agreement, guaranty, contract, undertaking, agreement or instrument, in any case in writing, to which that Person is a party or by which it or any of its properties is bound, or to which it or any of its properties is subject.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

“Controlling” and “Controlled” have meanings correlative thereto.

“Controlled Group