PURCHASE AGREEMENT by and among Chicago Bridge & Iron Company N.V. The Shaw Group Inc. CBI Peruana SAC Horton CBI, Limited and CSVC Acquisition Corp. Dated as of February 27, 2017Purchase Agreement • March 1st, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • Delaware
This is a Purchase Agreement, dated as of February 27, 2017, by and among Chicago Bridge & Iron Company N.V., an entity registered in the Netherlands (“Parent”), The Shaw Group Inc., a Louisiana corporation (“Shaw”) CBI Peruana SAC, a sociedad anόnima cerrada existing under the laws of Peru (“Peruvian Seller”) and Horton CBI, Limited, a corporation existing under the federal laws of Canada (“Canadian Seller”) (together with Shaw and Peruvian Seller, “Seller”), and CSVC Acquisition Corp., a Delaware corporation (“Buyer”).
SECOND AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENTNote Purchase and Guarantee Agreement • March 1st, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York
This Second Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of December 29, 2016, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the institutions set forth on the signature pages to this Amendment (collectively, the “Noteholders”).
AMENDMENT NO. 2 TO TERM LOAN AGREEMENTTerm Loan Agreement • March 1st, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors
This Amendment No. 2 to Term Loan Agreement (this “Amendment”), dated as of February 24, 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 “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.
AMENDMENT NO. 2 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 1st, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors
This Amendment No. 2 to Amended and Restated Revolving Credit Agreement (this “Amendment”), dated as of February 24, 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.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • March 1st, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors
This Amendment No. 5 to Credit Agreement (this “Amendment”), dated as of February 24, 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.
FIFTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENTNote Purchase and Guarantee Agreement • March 1st, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York
This Fifth Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of February 24, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the institutions set forth on the signature pages to this Amendment (collectively, the “Noteholders”).
THIRD AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENTNote Purchase and Guarantee Agreement • March 1st, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York
This Third Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of February 24, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the institutions set forth on the signature pages to this Amendment (collectively, the “Noteholders”).
FOURTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENTNote Purchase and Guarantee Agreement • March 1st, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York
This Fourth Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of December 29, 2016, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the institutions set forth on the signature pages to this Amendment (collectively, the “Noteholders”).
