Note Purchase and Guarantee Agreement dated December 27, 2012


 Exhibit 10.1 

 
  

 
 CHICAGO
BRIDGE & IRON COMPANY (DELAWARE), 
 the Company 

CHICAGO BRIDGE & IRON COMPANY N.V., 

as Parent Guarantor 
 U.S.$800,000,000 SENIOR NOTES, SERIES A-D, DUE 2017-2024 
 U.S.$150,000,000 4.15% Senior Notes, Series A, due December 27, 2017 

U.S.$225,000,000 4.57% Senior Notes, Series B, due December 27, 2019 

U.S.$275,000,000 5.15% Senior Notes, Series C, due December 27, 2022 

U.S.$150,000,000 5.30% Senior Notes, Series D, due December 27, 2024 

 
  

NOTE PURCHASE AND GUARANTEE AGREEMENT 

 
  

Dated December 27, 2012 
  

 
  






 TABLE OF CONTENTS 

 

							
	SECTION                    	  	HEADING	  	PAGE	 
	SECTION 1. AUTHORIZATION OF NOTES	  	 	1	  
		
	SECTION 2. SALE AND PURCHASE OF NOTES	  	 	2	  
			
	 Section 2.1.
	  	Notes	  	 	2	  
	 Section 2.2.
	  	Parent Guarantee	  	 	2	  
	 Section 2.3.
	  	Subsidiary Guarantees	  	 	2	  
		
	SECTION 3. CLOSING	  	 	2	  
		
	SECTION 4. CONDITIONS TO CLOSING	  	 	3	  
			
	 Section 4.1.
	  	Representations and Warranties	  	 	3	  
	 Section 4.2.
	  	Performance; No Default	  	 	3	  
	 Section 4.3.
	  	Compliance Certificates	  	 	4	  
	 Section 4.4.
	  	Opinions of Counsel	  	 	4	  
	 Section 4.5.
	  	Purchase Permitted By Applicable Law, Etc.	  	 	4	  
	 Section 4.6.
	  	Sale of Other Notes	  	 	5	  
	 Section 4.7.
	  	Payment of Special Counsel Fees	  	 	5	  
	 Section 4.8.
	  	Private Placement Number	  	 	5	  
	 Section 4.9.
	  	Changes in Corporate Structure	  	 	5	  
	 Section 4.10.
	  	Funding Instructions	  	 	5	  
	 Section 4.11.
	  	Acceptance of Appointment to Receive Service of Process	  	 	5	  
	 Section 4.12.
	  	Subsidiary Guarantee	  	 	5	  
	 Section 4.13.
	  	Credit Agreement	  	 	5	  
	 Section 4.14.
	  	Escrow Agreement	  	 	5	  
	 Section 4.15.
	  	Account Control Agreement	  	 	6	  
	 Section 4.16.
	  	Proceedings and Documents	  	 	6	  
		
	SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE
OBLIGORS	  	 	6	  
			
	 Section 5.1.
	  	Organization; Power and Authority	  	 	6	  
	 Section 5.2.
	  	Authorization, Etc.	  	 	6	  
	 Section 5.3.
	  	Disclosure	  	 	7	  
	 Section 5.4.
	  	Organization and Ownership of Shares of Subsidiaries; Affiliates	  	 	7	  
	 Section 5.5.
	  	Financial Statements; Material Liabilities	  	 	8	  
	 Section 5.6.
	  	Compliance with Laws, Other Instruments, Etc.	  	 	8	  
	 Section 5.7.
	  	Governmental Authorizations, Etc.	  	 	8	  
	 Section 5.8.
	  	Litigation; Observance of Agreements, Statutes and Orders	  	 	8	  
	 Section 5.9.
	  	Taxes	  	 	9	  
	 Section 5.10.
	  	Title to Property; Leases	  	 	9	  








							
	 Section 5.11.
	  	Licenses, Permits, Etc.	  	 	10	  
	 Section 5.12.
	  	Compliance with ERISA	  	 	10	  
	 Section 5.13.
	  	Private Offering	  	 	11	  
	 Section 5.14.
	  	Use of Proceeds; Margin Regulations	  	 	11	  
	 Section 5.15.
	  	Existing Indebtedness; Future Liens	  	 	12	  
	 Section 5.16.
	  	Foreign Assets Control Regulations, Etc.	  	 	12	  
	 Section 5.17.
	  	Status under Certain Statutes	  	 	13	  
	 Section 5.18.
	  	Environmental Matters	  	 	13	  
	 Section 5.19.
	  	Notes Rank Pari Passu	  	 	14	  
	 Section 5.20.
	  	Perfection of Escrowed Closing Proceeds	  	 	14	  
		
	SECTION 6. REPRESENTATIONS OF THE PURCHASERS	  	 	14	  
			
	 Section 6.1.
	  	Purchase for Investment; Accredited Investor	  	 	14	  
	 Section 6.2.
	  	Source of Funds	  	 	15	  
		
	SECTION 7. INFORMATION AS TO COMPANY	  	 	16	  
			
	 Section 7.1.
	  	Financial and Business Information	  	 	16	  
	 Section 7.2.
	  	Officer’s Certificate	  	 	19	  
	 Section 7.3.
	  	Visitation	  	 	20	  
	 Section 7.4.
	  	Limitation on Disclosure Obligation	  	 	20	  
		
	SECTION 8. PAYMENT AND PREPAYMENT OF THE
NOTES	  	 	21	  
			
	 Section 8.1.
	  	Maturity	  	 	21	  
	 Section 8.2.
	  	Optional Prepayments with Make-Whole Amount	  	 	21	  
	 Section 8.3.
	  	Allocation of Partial Prepayments	  	 	21	  
	 Section 8.4.
	  	Maturity; Surrender, Etc.	  	 	21	  
	 Section 8.5.
	  	Purchase of Notes	  	 	22	  
	 Section 8.6.
	  	Make-Whole Amount	  	 	22	  
	 Section 8.7.
	  	Change of Control	  	 	23	  
	 Section 8.8.
	  	Termination of Transaction Agreement or Failure to Consummate the Shaw Acquisition	  	 	25	  
		
	SECTION 9. AFFIRMATIVE COVENANTS	  	 	27	  
			
	 Section 9.1.
	  	Compliance with Law	  	 	27	  
	 Section 9.2.
	  	Insurance	  	 	27	  
	 Section 9.3.
	  	Maintenance of Properties	  	 	27	  
	 Section 9.4.
	  	Payment of Taxes and Claims	  	 	27	  
	 Section 9.5.
	  	Corporate Existence, Etc.	  	 	28	  
	 Section 9.6.
	  	Books and Records	  	 	28	  
	 Section 9.7.
	  	Pari Passu Ranking	  	 	28	  
	 Section 9.8.
	  	Subsidiary Guarantors	  	 	28	  
	 Section 9.9.
	  	Maintenance of Ownership	  	 	29	  
	 Section 9.10.
	  	Maintenance of Rating on Notes	  	 	29	  
	 Section 9.11.
	  	Most Favored Lender Status	  	 	29	  


  
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	SECTION 10. NEGATIVE COVENANTS	  	 	31	  
			
	 Section 10.1.
	  	Transactions with Affiliates	  	 	31	  
	 Section 10.2.
	  	Merger, Consolidation, Etc.	  	 	31	  
	 Section 10.3.
	  	Sales of Assets	  	 	32	  
	 Section 10.4.
	  	Line of Business	  	 	34	  
	 Section 10.5.
	  	Terrorism Sanctions Regulations	  	 	34	  
	 Section 10.6.
	  	Liens	  	 	34	  
	 Section 10.7.
	  	Leverage Ratio	  	 	36	  
	 Section 10.8.
	  	Consolidated Net Worth	  	 	37	  
	 Section 10.9.
	  	Fixed Charge Coverage Ratio	  	 	37	  
	 Section 10.10.
	  	Priority Debt	  	 	37	  
		
	SECTION 11. EVENTS OF DEFAULT	  	 	37	  
		
	SECTION 12. REMEDIES ON DEFAULT, ETC.	  	 	40	  
			
	 Section 12.1.
	  	Acceleration	  	 	40	  
	 Section 12.2.
	  	Other Remedies	  	 	40	  
	 Section 12.3.
	  	Rescission	  	 	41	  
	 Section 12.4.
	  	No Waivers or Election of Remedies, Expenses, Etc.	  	 	41	  
		
	SECTION 13. TAX INDEMNIFICATION	  	 	41	  
		
	SECTION 14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	  	 	44	  
			
	 Section 14.1.
	  	Registration of Notes	  	 	44	  
	 Section 14.2.
	  	Transfer and Exchange of Notes	  	 	44	  
	 Section 14.3.
	  	Replacement of Notes	  	 	45	  
		
	SECTION 15. PAYMENTS ON NOTES	  	 	45	  
			
	 Section 15.1.
	  	Place of Payment	  	 	45	  
	 Section 15.2.
	  	Home Office Payment	  	 	45	  
		
	SECTION 16. EXPENSES, ETC.	  	 	46	  
			
	 Section 16.1.
	  	Transaction Expenses	  	 	46	  
	 Section 16.2.
	  	Survival	  	 	47	  
		
	SECTION 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
ENTIRE AGREEMENT	  	 	47	  
		
	SECTION 18. AMENDMENT AND WAIVER	  	 	47	  
			
	 Section 18.1.
	  	Requirements	  	 	47	  
	 Section 18.2.
	  	Solicitation of Holders of Notes	  	 	47	  
	 Section 18.3.
	  	Binding Effect, etc.	  	 	48	  


  
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	 Section 18.4.
	  	Notes Held by Obligors, etc.	  	 	48	  
		
	SECTION 19. NOTICES; ENGLISH LANGUAGE	  	 	49	  
		
	SECTION 20. REPRODUCTION OF DOCUMENTS	  	 	49	  
		
	SECTION 21. CONFIDENTIAL INFORMATION	  	 	50	  
		
	SECTION 22. SUBSTITUTION OF PURCHASER	  	 	51	  
		
	SECTION 23. PARENT GUARANTEE	  	 	51	  
			
	 Section 23.1.
	  	Guarantee	  	 	51	  
	 Section 23.2.
	  	Parent Guarantor’s Obligations Unconditional	  	 	52	  
	 Section 23.3.
	  	Full Recourse Obligations	  	 	57	  
	 Section 23.4.
	  	Waiver	  	 	57	  
	 Section 23.5.
	  	Waiver of Subrogation	  	 	58	  
	 Section 23.6.
	  	Subordination	  	 	58	  
	 Section 23.7.
	  	Effect of Bankruptcy Proceedings, Etc.	  	 	58	  
	 Section 23.8.
	  	Term of Guarantee	  	 	59	  
		
	SECTION 24. MISCELLANEOUS	  	 	59	  
			
	 Section 24.1.
	  	Successors and Assigns	  	 	59	  
	 Section 24.2.
	  	Payments Due on Non-Business Days	  	 	60	  
	 Section 24.3.
	  	Accounting Terms	  	 	60	  
	 Section 24.4.
	  	Severability	  	 	60	  
	 Section 24.5.
	  	Construction, etc.	  	 	60	  
	 Section 24.6.
	  	Counterparts	  	 	60	  
	 Section 24.7.
	  	Governing Law	  	 	61	  
	 Section 24.8.
	  	Jurisdiction and Process; Waiver of Jury Trial	  	 	61	  
	 Section 24.9.
	  	Obligation to Make Payment in Dollars	  	 	61	  
			
	Signature	  		  	 	63	  


  
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	SCHEDULE A	 	—	  	INFORMATION RELATING TO PURCHASERS
			
	SCHEDULE B	 	—	  	DEFINED TERMS
			
	SCHEDULE 5.3	 	—	  	Disclosure Materials
			
	SCHEDULE 5.4	 	—	  	Subsidiaries of the Parent Guarantor and Ownership of Subsidiary Stock; Liens; Restrictive Agreements
			
	SCHEDULE 5.5	 	—	  	Financial Statements
			
	SCHEDULE 5.15	 	—	  	Existing Indebtedness
			
	EXHIBIT 1(a)	 	—	  	Form of 4.15% Senior Note, Series A, due December 27, 2017
			
	EXHIBIT 1(b)	 	—	  	Form of 4.57% Senior Note, Series B, due December 27, 2019
			
	EXHIBIT 1(c)	 	—	  	Form of 5.15% Senior Note, Series C, due December 27, 2022
			
	EXHIBIT 1(d)	 	—	  	Form of 5.30% Senior Note, Series D, due December 27, 2024
			
	EXHIBIT 2.3	 	—	  	Form of Subsidiary Guarantee
			
	EXHIBIT 4.4(a)(i)	 	—	  	Form of Opinion of Special U.S. Counsel for the Obligors and the Initial Material Subsidiary Guarantors
			
	EXHIBIT 4.4(a)(ii)	 	—	  	Form of Opinion of Internal Counsel for the Company and the Initial Material Domestic Subsidiary Guarantors
			
	EXHIBIT 4.4(a)(iii)	 	—	  	Form of Opinion of Special Dutch Counsel for the Parent Guarantor
			
	EXHIBIT 4.4(b)	 	—	  	Form of Opinion of Special Counsel for the Purchasers
			
	EXHIBIT 4.4(c)	 	—	  	Form of Opinion of Special Counsel for Escrow Agent


  
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 CHICAGO BRIDGE & IRON
COMPANY (DELAWARE) 
 One CB&I Plaza 

2103 Research Forest Drive 
 The Woodlands, Texas 77380 
 CHICAGO
BRIDGE & IRON COMPANY N.V. 
 Oostduinlaan 75 

2596 JJ The Hague 
 The Netherlands 
 31-70-3732010 

U.S.$150,000,000 4.15% Senior Notes, Series A, due December 27, 2017 

U.S.$225,000,000 4.57% Senior Notes, Series B, due December 27, 2019 

U.S.$275,000,000 5.15% Senior Notes, Series C, due December 27, 2022 

U.S.$150,000,000 5.30% Senior Notes, Series D, due December 27, 2024 

December 27, 2012 

TO EACH OF THE PURCHASERS LISTED IN 

            SCHEDULE A HERETO: 

Ladies and Gentlemen: 
 Each of
CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”) and 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”), hereby agrees with each of the
purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows: 
 SECTION 1. AUTHORIZATION OF NOTES. 
 The Company will authorize the issue and sale of (i) U.S.$150,000,000 aggregate principal amount of its 4.15% Senior Notes, Series A, due December 27, 2017 (the “Series A
Notes”), (ii) U.S.$225,000,000 aggregate principal amount of its 4.57% Senior Notes, Series B, due December 27, 2019 (the “Series B Notes”); (iii) U.S.$275,000,000 aggregate principal amount of its
5.15% Senior Notes, Series C, due December 27, 2022 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024 (the
“Series D Notes”). The Series A Notes, Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, such term to include any such notes issued in
substitution therefor pursuant to Section 14. The Series A Notes, the 






 
Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) and Exhibit 1(d),
respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this
Agreement. 
 SECTION 2. SALE AND PURCHASE OF
NOTES. 
 Section 2.1. Notes. Subject to the terms and conditions of this Agreement, the Company
will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and series specified opposite such Purchaser’s name in Schedule A at the
purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation
by any other Purchaser hereunder. 
 Section 2.2. Parent Guarantee. The payment by the Company of its obligations
hereunder and under the Notes are unconditionally guaranteed by the Parent Guarantor pursuant and subject to the terms of the Parent Guarantee contained in Section 23 hereof. 

Section 2.3. Subsidiary Guarantees. (a) The payment by the Company of all amounts due on the Notes and all of its other
payment obligations under this Agreement may from time to time be absolutely and unconditionally guaranteed by the Subsidiary Guarantors pursuant to and subject to the terms of the Subsidiary Guarantee of each Subsidiary Guarantor, which shall be
substantially in the form of Exhibit 2.3 attached hereto (as amended, modified or supplemented from time to time, each a “Subsidiary Guarantee,” and collectively, the “Subsidiary Guarantees”), and otherwise in
accordance with the provisions of Section 9.8 hereof. 
 (b) The holders of the Notes agree to discharge and release any
Subsidiary Guarantor from its Subsidiary Guarantee upon the written request of the Company, provided that (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such
Subsidiary Guarantor under its Subsidiary Guarantee) as an obligor and guarantor under and in respect of the Credit Agreement and the Company so certifies to the holders of Notes in a certificate of a Responsible Officer, (ii) at the time of,
and immediately after giving effect to, such release and discharge, no Default or Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event
of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Indebtedness of the Company expressly for the purpose of such release, holders of the Notes shall receive equivalent consideration. 

SECTION 3. CLOSING. 
 The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe St., Chicago, Illinois 60603, at 10:00 a.m. Central
time, at a closing (the “Closing”) on December 28, 2012. At the Closing, the 

  
 -2-








 
Company will deliver to each Purchaser or its special counsel the Notes to be purchased by such Purchaser in the form of a single series of Note (or such greater number of such series of Notes in
denominations of at least U.S.$100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser’s payment to the Escrow Agent,
for the account of the Company, of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the Account Name: CSS LLC AAF Client Escrow Funding, ABA# 043-000-261, Account# 1361879,
Ref: CB&I Escrow at BNY Mellon, N.A., 500 Ross Street, Pittsburgh, PA 15262-0001, such funds to be held at The Bank of New York Mellon, N.A. and otherwise administered by the Escrow Agent pursuant to the Escrow Agreement. For the avoidance of
doubt, interest shall accrue on each Note of a Purchaser from the date that the Escrow Agent receives immediately available funds by wire transfer as provided above in the full amount of the purchase price of such Note; provided that no
interest shall accrue on any Note prior to the date of the Closing. If at the Closing the Company shall fail to tender such Notes to any Purchaser (or its special counsel) as provided above in this Section 3, or any of the conditions specified
in Section 4 shall not have been fulfilled to such Purchaser’s reasonable satisfaction (or, in such Purchaser’s sole discretion, waived), such Purchaser shall, at its election, be relieved of all further obligations under this
Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment. For purposes of this Agreement, the phrases “special counsel to each Purchaser,” “Purchaser or its special
counsel,” “special counsel to the Purchasers” or words of similar import mean Chapman and Cutler LLP. 

SECTION 4. CONDITIONS TO CLOSING. 

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the
fulfillment to such Purchaser’s reasonable satisfaction (or, in such Purchaser’s sole discretion, waived), prior to or at the Closing, of the following conditions: 
 Section 4.1. Representations and Warranties. The representations and warranties of each Obligor in the Financing Agreements to which it is a party and of each Initial Subsidiary Guarantor in
its Subsidiary Guarantee shall be correct when made and at the time of the Closing. 
 Section 4.2. Performance; No
Default. Each Obligor and each Initial Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in the Financing Agreements and the Subsidiary Guarantee required to be performed or complied with
by it prior to or at the Closing and immediately after giving effect to the issue and sale of the Notes (and the deposit of the proceeds thereof into escrow as contemplated by Section 5.14 to be made at Closing) no Default or Event of Default
shall have occurred and be continuing. Neither Obligor nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.


  
 -3-








 Section 4.3. Compliance Certificates. 

(a) Officer’s Certificate. Each Obligor and each Initial Material Subsidiary Guarantor specifically identified (without
duplication) in clauses (A)(1)—(6) and (B)(1)—(4) in the definition of “Initial Material Subsidiary Guarantor” shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that
the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled. 
 (b) Secretary’s Certificate. Each
Obligor and each Initial Material Subsidiary Guarantor specifically identified (without duplication) in clauses (A)(1)—(6) and (B)(1)—(4) in the definition of “Initial Material Subsidiary Guarantor” shall have delivered to such
Purchaser a certificate of its Secretary or Assistant Secretary or authorized representative, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and
delivery of the Notes (in the case of the Company), the other Financing Agreements to which it is a party and the Subsidiary Guarantee (in the case of such Initial Material Subsidiary Guarantors). 

Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory
to such Purchaser, dated the date of the Closing (a) from (i) Fulbright & Jaworski L.L.P., U.S. counsel for the Obligors and the Initial Material Subsidiary Guarantors specifically identified (without duplication) in clauses
(A)(1)—(6) and (B)(1)—(4) in the definition of “Initial Material Subsidiary Guarantor”, covering the matters set forth in Exhibit 4.4(a)(i), (ii) from Internal Counsel for the Company and the Initial Material Domestic
Subsidiary Guarantors, covering the matters set forth in Exhibit 4.4(a)(ii) and (iii) from Van Campen Liem, Dutch counsel to the Parent Guarantor, covering the matters set forth in Exhibit 4.4(a)(iii), and in each case, covering such
other matters incident to the transactions contemplated hereby as such Purchaser or its special counsel may reasonably request (and the Obligors hereby instruct their respective counsel to deliver such opinion to the Purchasers), (b) from
Chapman and Cutler LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably
request, and (c) from counsel to the Escrow Agent in form and substance reasonably satisfactory to such Purchaser and its special counsel. 
 Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each
jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the
particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or
liability under or pursuant to any applicable law or regulation, which laws or regulations referred to in each of the preceding clauses (a) through (c) were not in effect on the date hereof. If requested by such Purchaser, such Purchaser
shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify, and which are known by the Person from whom the Officer’s Certificate is being requested to be, as requested


  
 -4-








 
by such Purchaser, correct, to enable such Purchaser to determine whether such purchase is so permitted. 
 Section 4.6. Sale of Other Notes. Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at
the Closing as specified in Schedule A. 
 Section 4.7. Payment of Special Counsel Fees. Without limiting the
provisions of Section 15.1, the Company shall have paid on or before the date of Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a
reasonably-detailed statement of such counsel rendered to the Company at least one Business Day prior to the date of Closing. 

Section 4.8. Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service
Bureau (in cooperation with the SVO) shall have been obtained for each series of the Notes. 
 Section 4.9. Changes in
Corporate Structure. None of the Obligors nor any Initial Subsidiary Guarantor shall have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any
substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5 and through and including the date of Closing, other than as permitted under
Section 10.2 hereof. 
 Section 4.10. Funding Instructions. At least three Business Days prior to the date of
the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the Escrow Agent,
(ii) the ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited. 
 Section 4.11. Acceptance of Appointment to Receive Service of Process. Such Purchaser shall have received evidence of the acceptance of C T Corporation System of the appointment and
designation provided for by Section 24.8 for the period from the date of the Closing to one year plus date of final maturity (and payment in full of all fees, if any, in respect thereof). 

Section 4.12. Subsidiary Guarantee. The Initial Subsidiary Guarantors shall have duly authorized, executed and delivered the
Subsidiary Guarantee and such Purchaser shall have received a copy thereof. 
 Section 4.13. Credit Agreement. The
Obligors shall have provided to the Purchasers a true, correct and complete copy of each Credit Agreement (other than the Bridge Facility), and each such Credit Agreement shall be in full force and effect. 

Section 4.14. Escrow Agreement. The Escrow Agreement shall be duly executed and delivered in form and substance reasonably
acceptable to such Purchaser and its special counsel, 

  
 -5-








 
and such Escrow Agreement shall constitute the legal, valid and binding contract and agreement of each of the parties thereto. 

Section 4.15. Account Control Agreement. Each Account Control Agreement shall be duly executed and delivered in form
and substance acceptable to such Purchaser and its special counsel, and such Account Control Agreement shall constitute the legal, valid and binding contract and agreement of each of the parties thereto. 

Section 4.16. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated
by the Financing Agreements and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such
counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request. Delivery of all Notes, agreements, certificates, opinions and other documents and instruments referred to in this
Section 4 (other than, for the avoidance of doubt, the funding instructions referred to in Section 4.10), shall be deemed delivered to each Purchaser if delivered to its special counsel or, if the Company receives written notice and
reasonably detailed instructions at least five (5) Business Days prior to the Closing, to the Person and at the address specified in such notice and instruction. 
 SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS. 

Each Obligor jointly and severally represents and warrants to each Purchaser that, as of the date of the Closing: 

Section 5.1. Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each other jurisdiction in which such qualification is required by law, other than those jurisdictions as to
which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the
properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver each Financing Agreement to which it is a party (including in the case of the Company, the Notes) and to
perform its obligations pursuant to the provisions hereof and thereof. 
 Section 5.2. Authorization, Etc. Each
Financing Agreement to which an Obligor is a party (including in the case of the Company, the Notes) has been duly authorized by all necessary corporate action on the part of such Obligor, and each Financing Agreement to which an Obligor is a party
constitutes a legal, valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and fraudulent conveyance laws or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law). 

  
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 Section 5.3. Disclosure. The Obligors, through their agents, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Credit Agricole Corporate and Investment Bank, have delivered to each Purchaser a copy of a Private Placement Memorandum, dated September 2012 (the “Memorandum”), relating to the
transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Obligors and their respective Subsidiaries. The Financing Agreements, the Memorandum and
the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Obligors in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements listed in
Schedule 5.5 (the Financing Agreements, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to October 12, 2012 being referred to, collectively, as the
“Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which
they were made. Except as disclosed in the Disclosure Documents, since December 31, 2011, there has been no change in the financial condition, operations, business or properties of the Obligors or any Subsidiary except changes that individually
or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known by any Obligor that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure
Documents. 
 Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.
(a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Parent Guarantor’s Subsidiaries (including the Company), showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its
organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Parent Guarantor and each other Subsidiary, and (ii) of each Person known by the Obligors as the Obligor’s
Affiliates, other than Subsidiaries. 
 (b) All of the outstanding shares of capital stock or similar equity interests of each
Subsidiary shown in Schedule 5.4 as being owned by the Obligors and their Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Obligors or another Subsidiary free and clear of any Lien (except as otherwise
disclosed in Schedule 5.4). 
 (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly
organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where legally applicable, is in good standing
in each other jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

 (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than
any Financing Agreement, the agreements listed in Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of 

  
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such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of capital stock
or similar equity interests of such Subsidiary. 
 Section 5.5. Financial Statements; Material Liabilities. The
Obligors have delivered to each Purchaser copies of the financial statements of the Parent Guarantor and its Subsidiaries listed in Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly
present in all material respects the consolidated financial position of the Parent Guarantor and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal
year-end adjustments). The Parent Guarantor and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents. 

Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of its obligations by each
Obligor of each Financing Agreement to which such Obligor is a party (including in the case of the Company, the Notes) will not (i) result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any
property of either Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other financial agreement or instrument to which either Obligor or any
Subsidiary is bound or by which any Obligor or any Subsidiary or any of their respective properties may be bound or affected, (ii) violate any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to either Obligor or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor or any Subsidiary. 

Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required to be obtained or made by any Obligor pursuant to any statute, regulation, rule or applicable to it as a condition to the effectiveness or the enforceability of the execution, delivery or
performance by either Obligor of any Financing Agreement to which it is a party (including in the case of the Company, the Notes), including, without limitation, any thereof required in connection with the obtaining of Dollars to make payments under
the Financing Agreements (including in the case of the Company, the Notes) and the payment of such Dollars to Persons resident in the United States of America. It is not necessary to ensure the legality, validity, enforceability or admissibility
into evidence in The Netherlands of any Financing Agreement or the Notes that any thereof or any other document be filed, recorded or enrolled with any Governmental Authority, or that any such agreement or document be stamped with any stamp,
registration or similar transaction tax. 
 Section 5.8. Litigation; Observance of Agreements, Statutes and Orders.
(a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of either Obligor, threatened against or affecting either Obligor or any Subsidiary or any property of either


  
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Obligor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have
a Material Adverse Effect. 
 (b) None of the Obligors or any Subsidiary is (i) in default under any term of any agreement
or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in violation of any statute, rule or regulation of any
Governmental Authority applicable to it (including, without limitation and if applicable, Environmental Laws, the USA Patriot Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation,
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 Section 5.9.
Taxes. Each Obligor and each Subsidiary has filed all Material tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied
upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not
individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which either Obligor or a Subsidiary, as the case may be,
has established adequate reserves in accordance with GAAP. The Obligors know of no basis for any other tax or assessment that would reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of each of
the Obligors and their Subsidiaries in respect of federal, state or other taxes for all fiscal periods are adequate. The tax liabilities for the account of any Governmental Authority of The Netherlands of the Parent Guarantor and its Subsidiaries
and the U.S. federal income tax liabilities of the Company and its Subsidiaries, in each case, have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the
fiscal year ended 2007 and 2007, respectively. 
 No liability for any Tax, directly or indirectly, imposed, assessed, levied or
collected by or for the account of any Governmental Authority of The Netherlands or any political subdivision thereof will be incurred by the Parent Guarantor or any holder of a Note as a result of the execution or delivery of any Financing
Agreement or the Notes and no deduction or withholding in respect of Taxes imposed by or for the account of The Netherlands or, to the knowledge of the Parent Guarantor, any other Taxing Jurisdiction, is required to be made from any payment by the
Parent Guarantor under any Financing Agreement or the Notes except for any such liability, withholding or deduction imposed, assessed, levied or collected by or for the account of any such Governmental Authority of The Netherlands arising out of
circumstances described in clause (a), (b) or (c) of Section 13. 
 Section 5.10. Title to Property;
Leases. Each Obligor and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred
to in Section 5.5 or purported to have been acquired by either Obligor or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case


  
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free and clear of Liens prohibited by this Agreement. All leases in which an Obligor or Initial Subsidiary Guarantor is a party as a lessee, which individually or in the aggregate are Material,
are valid and subsisting and are in full force and effect in all material respects. 
 Section 5.11. Licenses, Permits,
Etc. (a) Each Obligor and its Subsidiaries owns or possesses all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in
the aggregate are Material, without known conflict with the rights of others. 
 (b) To the best knowledge of each Obligor, no
product of either Obligor or any of their Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other
Person. 
 (c) To the best knowledge of each Obligor, there is no Material violation by any Person of any right of either
Obligor or any of their Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Obligors or any of their Subsidiaries. 

Section 5.12. Compliance with ERISA. (a) Each Obligor and each ERISA Affiliate have operated and administered each Plan
in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and would not reasonably be expected to result in a Material Adverse Effect. Neither any Obligor nor any ERISA Affiliate has incurred any
liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to Employee Benefit Plans, and no event, transaction or condition has occurred or exists that could reasonably be expected to result in
the incurrence of any such liability by any Obligor or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or
to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or in the aggregate Material. 

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the
end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of
such Plan allocable to such benefit liabilities by more than $49,058,000 in the case of any single Plan and by more than $57,186,000 in the aggregate for all Plans. The present value of the accrued benefit liabilities (whether or not vested) under
each Non-U.S. Plan that is funded, determined as of the end of the Parent Guarantor’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Non-U.S. Plan
allocable to such benefit liabilities by more than $57,096,000. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present
value” have the meaning specified in section 3 of ERISA. 

  
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 (c) None of the Obligors or their ERISA Affiliates have incurred (i) withdrawal
liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material or (ii) any obligation in connection with the
termination of or withdrawal from any Non U.S. Plan. 
 (d) The expected postretirement benefit obligation (determined as of the
last day of the Parent Guarantor’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of
the Code) of any Obligor and its Subsidiaries is $55,058,000. 
 (e) The execution and delivery of the Financing Agreements and
the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the
Code. The representation by the Obligors to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the
funds used to pay the purchase price of the Notes to be purchased by such Purchaser. 
 (f) All Non-U.S. Plans have been
established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto, except where failure so to comply could not be reasonably expected to have a Material Adverse Effect. All premiums,
contributions and any other amounts required by applicable Non-U.S. Plan documents or applicable laws to be paid or accrued by the Obligors and their Subsidiaries have been paid or accrued as required, except where failure so to pay or accrue would
not be reasonably expected to have a Material Adverse Effect. 
 Section 5.13. Private Offering. Neither any Obligor
nor anyone acting on its behalf has offered the Notes, the Parent Guarantee, the Subsidiary Guarantees or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect
thereof with, any person other than the Purchasers and not more than 45 other Institutional Investors (as defined in clause (c) of the definition of such term), each of which has been offered the Notes at a private sale for investment. Neither
any Obligor nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any
securities or blue sky laws of any applicable jurisdiction. 
 Section 5.14. Use of Proceeds; Margin Regulations.
The proceeds of the sale of the Notes will be deposited at Closing with the Escrow Agent, and the disbursements of such proceeds by the Escrow Agent will be governed by the Escrow Agreement. If proceeds of the sale of the Notes are released by the
Escrow Agent to or at the direction of the Company (other than for the purpose provided in Section 8.8), the Company will apply the proceeds of the sale of the Notes to finance the acquisition of The Shaw Group, Inc., to refinance associated
bridge credit facilities, and for general corporate purposes. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, (a) for the purpose of buying or carrying any margin stock within the meaning of
Regulation U of the Board of Governors of the Federal 

  
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Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve either Obligor in a violation of Regulation X of said
Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220) or (b) to finance dealings or transactions with any Person described or designated in the Specially Designated Nationals and Blocked
Person List published by OFAC or in Section 1 of the Anti-Terrorism Order. Margin stock does not constitute more than 5% of the value of the consolidated assets of the Parent Guarantor and its Subsidiaries and neither Obligor has any present
intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in
said Regulation U. 
 Section 5.15. Existing Indebtedness; Future Liens. (a) Except as described therein,
Schedule 5.15 sets forth a complete and correct list of (i) all outstanding Indebtedness of the Parent Guarantor and its Subsidiaries as of September 30, 2012 (including a description of the obligors, principal amount outstanding and
general description of the collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rate, index or formula, sinking funds, installment payments or maturities of such
Indebtedness of the Parent Guarantor or its Subsidiaries and (ii) all agreements providing for committed financing facilities (subject to the terms and conditions specified therein) to the Parent Guarantor or its Subsidiaries as of the date of
Closing. Neither any Obligor nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness either Obligor or such Subsidiary and no event or condition exists with
respect to any Indebtedness of any Obligor or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such
Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. 
 (b)
Except as disclosed in Schedule 5.15, neither any Obligor nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to
be subject to a Lien not permitted by Section 10.6. 
 (c) Neither any Obligor nor any Subsidiary is a party to, or
otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational
document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as specifically indicated in Schedule 5.15. 

Section 5.16. Foreign Assets Control Regulations, Etc. (a) None of the Obligors or any Controlled Entity is (i) a
Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or in Section 1 of the Anti-Terrorism Order (an
“OFAC / Anti-Terrorism Order Listed Person”), (ii) a Person officially sanctioned by the government of the United States or The Netherlands pursuant to any AML/ Terrorist Laws (an


  
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“AML/Terrorist Law Listed Person” and, together with any OFAC/Anti-Terrorism Order Listed Person, a “Listed Person”), (iii) a department, agency or
instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any Listed Person or (y) the government of a country subject to comprehensive U.S. economic sanctions administered by OFAC, currently
Iran, Sudan, Cuba, Burma, Syria, Libya and North Korea (a “Restricted Country”, and each Listed Person and each Restricted Country, individually and collectively, a “Blocked Person”) or (iv) has any investments
in, or knowingly (as such term is defined in Section 101(6) of CISADA) engages in any dealings or transactions with, any Blocked Person where such investments, dealings, or transactions would result in either (A) the Obligors being in
violation of applicable law in any material respect or (B) any Purchaser being in violation of any OFAC Sanctions Laws. None of the Obligors or any Controlled Entity is engaged in any activities that could subject such Person or the Purchasers
to sanctions under the Iran Threat Reduction Act and Syria Human Rights Act of 2012. 
 (b) No part of the proceeds from the
sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise knowingly (as such term is defined in Section 101(6) of CISADA) be used, directly or indirectly, by the Obligors or any
Controlled Entity in connection with any investment in, or any transactions or dealings with, any Blocked Person. 
 (c) To the
Obligors’ actual knowledge after making due inquiry, no Obligor or Controlled Entity (i) is under investigation by any Governmental Authority for, or has not been charged with, or convicted of, money laundering or terrorist-related
activities under any applicable law (collectively, “AML/Terrorist Laws”), (ii) has been assessed civil penalties under any AML/Terrorist Laws or (iii) has had any of its funds seized or forfeited in an action under any
AML/Terrorist Laws. The Obligors taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to seek to ensure that the Obligors and each Controlled Entity are in compliance with all AML/Terrorist Laws
applicable to it. 
 (d) No part of the proceeds from the sale of the Notes hereunder will knowingly (as such term is defined in
Section 101(6) of CISADA) be used, directly or indirectly, by the Obligors for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting
in an official capacity, in order to improperly obtain, retain or direct business or obtain any improper advantage. The Obligors have taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to seek to
ensure the Obligors and each Controlled Entity are in compliance with all anti-corruption laws and regulations applicable to it. 
 Section 5.17. Status under Certain Statutes. Neither any Obligor nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding
Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended. 

Section 5.18. Environmental Matters. (a) Neither Obligor nor any Subsidiary has knowledge of any claim or has received
any notice of any claim, and no proceeding has been instituted raising any claim against either Obligor or any of its Subsidiaries or relating to their 

  
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operations on any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any
Environmental Laws, except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect. 

(b) Neither Obligor nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of
Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as would not
reasonably be expected to result in a Material Adverse Effect. 
 (c) Neither Obligor nor any Subsidiary has stored any
Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that would reasonably be
expected to result in a Material Adverse Effect; and 
 (d) All buildings on all real properties now owned, leased or operated
by each Obligor or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply would not reasonably be expected to result in a Material Adverse Effect. 

Section 5.19. Notes Rank Pari Passu. The payment obligations of each Obligor under this Agreement (including the Parent
Guarantor) rank and, upon issuance, the Notes (in the case of the Company) will rank, at least pari passi in right of payment with all other unsecured and unsubordinated Indebtedness (actual or contingent) of such Obligor, including, without
limitation, all unsecured Indebtedness of the Obligors described on Schedule 5.15 hereto, which is not therein designated as subordinated Indebtedness. 
 Section 5.20. Perfection of Escrowed Closing Proceeds. The security interest granted pursuant to each Account Control Agreement constitutes a valid and continuing perfected security interest
in favor of the Purchasers in all Escrowed Closing Proceeds. 
 SECTION 6. REPRESENTATIONS
OF THE PURCHASERS. 
 Section 6.1. Purchase for Investment; Accredited
Investor. (a) Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a
view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered
under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is
required by law, and that the Company is not required to register the Notes. 
 (b) Each Purchaser severally represents that it
is an “accredited investor” within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the Securities Act. 

  
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 Section 6.2. Source of Funds. Each Purchaser severally represents that at least
one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder: 

(a) the Source is an “insurance company general account” (as the term is defined in the United States Department
of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance
Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any Employee Benefit Plan together with the amount of the reserves and liabilities for the general account contract(s) held by
or on behalf of any other Employee Benefit Plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of
the general account (exclusive of separate account (as defined in Section 3 of ERISA (“Separate Account”)) liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile;
or 
 (b) the Source is a Separate Account that is maintained solely in connection with such Purchaser’s
fixed contractual obligations under which the amounts payable, or credited, to any Employee Benefit Plan (or its related trust) that has any interest in such Separate Account (or to any participant or beneficiary of such plan (including any
annuitant)) are not affected in any manner by the investment performance of the Separate Account; or 
 (c) the
Source is either (i) an insurance company pooled Separate Account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in
writing pursuant to this clause (c), no Employee Benefit Plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled Separate Account or collective investment
fund; or 
 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of
PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no Employee Benefit Plan’s assets that are managed by
the QPAM in such investment fund, when combined with the assets of all other Employee Benefit Plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by
the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling
or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption


  
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and (i) the identity of such QPAM and (ii) the names of any Employee Benefit Plans whose assets in the investment fund, when combined with the assets of all other Employee Benefit Plans
established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 20% or more of the assets of such investment fund, have
been disclosed to the Company in writing pursuant to this clause (d); or 
 (e) the Source constitutes assets of
a “plan(s)” (within the meaning of section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the
conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in section IV(d) of the INHAM Exemption) owns
a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the Employee Benefit Plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

 (f) the Source is a governmental plan (as defined in Section 3 of ERISA); or 

(g) the Source is one or more Employee Benefit Plans, or a separate account or trust fund comprised of one or more
Employee Benefit Plans, each of which has been identified to the Company in writing pursuant to this clause (g); or 
 (h) the Source does not include assets of any Employee Benefit Plan, other than a plan exempt from the coverage of ERISA. 
 SECTION 7. INFORMATION AS TO OBLIGORS. 
 Section 7.1. Financial and Business Information. The Obligors shall deliver to each holder of Notes that is an Institutional Investor: 

(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days greater than the period
applicable to the filing of the Parent Guarantor’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof) after the end
of each quarterly fiscal period in each fiscal year of the Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), copies of, 
 (i) a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at the end of such quarter, and 
 (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third
quarters) for the portion of the fiscal year ending with such quarter, 

  
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 setting forth in each case in comparative form the figures for the corresponding periods in
the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial
position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Parent
Guarantor’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Obligors shall be deemed to have
made such delivery of such Form 10-Q if any of them shall have timely made such Form 10-Q available on “EDGAR” (or any successor filing system) and on its home page on the worldwide web (at the date of this Agreement located at:
http//www.cbi.com) and shall have given each Purchaser prior notice of such availability on EDGAR (or any successor filing system) and on its home page in connection with each delivery (such availability and notice thereof being referred to as
“Electronic Delivery”); 
 (b) Annual Statements — within 120 days (or such shorter
period as is 15 days greater than the period applicable to the filing of the Parent Guarantor’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Parent Guarantor is subject to the
filing requirements thereof) after the end of each fiscal year of the Parent Guarantor, copies of 
 (i) a
consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at the end of such year, and 
 (ii)
consolidated statements of income, changes in shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries for such year, 
 setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a
“going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion
shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that
the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,

 provided that the delivery within the time period specified above of the Parent Guarantor’s Form 10-K for
such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be
deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the 

  
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Obligors shall be deemed to have made such delivery of such Form 10-K if any of them shall have timely made Electronic Delivery thereof; 

(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial
statement, report, notice or proxy statement sent by the Parent Guarantor or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as
information relating to pricing and borrowing availability) or to its public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder),
each prospectus and all amendments thereto and each press release filed by the Parent Guarantor or any Subsidiary with the SEC or any other similar governmental or regulatory body in any non-U.S. jurisdiction, provided that the Obligors shall
be deemed to have made such delivery of the items provided for by this clause (c) if any of them shall have made an Electronic Delivery thereof (without regard to any notice requirement provided in such defined term); 

(d) Notice of Default or Event of Default — promptly, and in any event within five Business Days after a
Responsible Officer (i) has knowledge of the existence of any Default or Event of Default or (ii) has received (A) any written notice of, or taken any action with respect to, a Default claimed hereunder or (B) any written notice
or taken any action with respect to a claimed default of the type referred to in Section 11(g), a written notice specifying the nature and period of existence thereof and what action the Obligors are taking or propose to take with respect
thereto; 
 (e) ERISA Matters — promptly, and in any event within five Business Days after a
Responsible Officer has knowledge of any of the following, a written notice setting forth the nature thereof and the action, if any, that an Obligor or an ERISA Affiliate proposes to take with respect thereto: 

(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations
thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or 
 (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan, or the receipt by any Obligor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or 

(iii) any event, transaction or condition that reasonably could result in the incurrence of any liability by any Obligor
or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to Employee Benefit Plans, or in the imposition of any Lien on any of the rights,


  
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properties or assets of any Obligor or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other
such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; or 

(iv) receipt of notice of the imposition of a financial penalty greater than U.S.$5,000,000 (which for this purpose shall
mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; 
 (f) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to any Obligor or any Subsidiary from any Federal or state
Governmental Authority relating to any order, ruling, statute or other law or regulation that would reasonably be expected to have a Material Adverse Effect; 
 (g) Bridge Facility — promptly upon the execution and delivery of the Bridge Facility, a true, correct and complete copy of the Bridge Facility; and 

(h) Requested Information — with reasonable promptness, such other data and information relating to the
business, operations, affairs, financial condition, assets or properties of any Obligor or any of its Subsidiaries (including, but without limitation, actual copies of the Parent Guarantor’s Form 10-Q and Form 10-K) or relating to the
ability of each Obligor to perform its obligations hereunder and under the Notes (in the case of the Company) as from time to time may be reasonably requested by any such holder of Notes. 

Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a holder of Notes pursuant to
Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer setting forth (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of
such certificate to each holder of Notes): 
 (a) Covenant Compliance — the information (including
detailed calculations) required in order to establish whether the Obligors were in compliance with the requirements of Section 10.3 or Section 10.6 through Section 10.10, inclusive, during the quarterly or annual period covered by the
statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the
calculation of the amount, ratio or percentage then in existence); and 
 (b) Event of Default — a
statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Obligors and their Subsidiaries from the
beginning of the quarterly or annual period covered by the 

  
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statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default
or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of any Obligor or any Subsidiary to comply with any Environmental Law), specifying the
nature and period of existence thereof and what action the Obligors shall have taken or proposes to take with respect thereto. 

Section 7.3. Visitation. The Obligors shall permit the representatives of each holder of Notes that is an Institutional
Investor: 
 (a) No Default — if no Default or Event of Default then exists, at the expense of such
holder and upon reasonable prior notice to any Obligor, to visit the principal executive office of any Obligor, to discuss the affairs, finances and accounts of the Obligors and their Subsidiaries with each Obligor’s officers, and (with the
consent of the such Obligor, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of such Obligor, which consent will not be unreasonably withheld) to visit the other offices and properties of
the Parent Guarantor and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and 
 (b) Default — if a Default or Event of Default then exists, at the expense of the Obligors to visit and inspect any of the offices or properties of any Obligor or any Subsidiary, to examine
all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and (with the consent of an Obligor, which
consent shall not be unreasonably withheld or delayed) independent public accountants, all at such times and as often as may be reasonably requested. 
 Section 7.4. Limitation on Disclosure Obligation. 
 The Obligors shall
not be required to disclose the following information pursuant to Section 7.1(g) or 7.3: 
 (a) information
that the Obligors determine after consultation with counsel qualified to advise on such matters that, notwithstanding the confidentiality requirements of Section 21, they would be prohibited from disclosing by applicable law or regulations
without making public disclosure thereof; or 
 (b) information that, notwithstanding the confidentiality
requirements of Section 21, the Obligors are prohibited from disclosing by the terms of an obligation of confidentiality contained in any agreement with any non-Affiliate binding upon the Obligors and not entered into in contemplation of this
clause (b), provided that the Obligors shall use commercially reasonable efforts to obtain consent from the party in whose favor the obligation of confidentiality was made to permit the disclosure of the relevant information and provided further
that the Obligors have received a written 

  
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opinion of counsel confirming that disclosure of such information without consent from such other contractual party would constitute a breach of such agreement. 

Promptly after a request therefor from any holder of Notes that is an Institutional Investor, the Obligors will provide such holder with a written opinion
of counsel (which may be addressed to the Obligors) relied upon as to any requested information that the Obligors are prohibited from disclosing to such holder under circumstances described in this Section 7.4. 

SECTION 8. PAYMENT AND PREPAYMENT OF THE
NOTES. 
 Section 8.1. Maturity. As provided therein, the entire unpaid principal balance of the
Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be due and payable on the respective stated maturity dates thereof. 
 Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in
an amount not less than 10% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to
such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice
shall specify such date (which shall be a Business Day), the aggregate principal amount of such Notes to be prepaid on such date, the principal amount of such Note held by such holder to be prepaid (determined in accordance with Section 8.3),
and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such
prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a
Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. 

Section 8.3. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes, other than any offer of
prepayment of the Notes pursuant to Section 8.5, 8.7 or 10.3 that has been rejected by any holder or holders of Notes, the principal amount of the Notes shall be allocated among all of the Notes at the time outstanding in proportion, as nearly
as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. 

Section 8.4. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the
principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable
Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue. Any Note paid or 

  
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prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note. 

Section 8.5. Purchase of Notes. The Obligors will not and will not permit any of their Affiliates to purchase, redeem, prepay
or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) to a written offer to purchase any
outstanding Notes made by any Obligor or an Affiliate pro rata to the holders of the Notes upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with
respect to such offer, and shall remain open for at least 10 Business Days. If the Required Holders accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by
holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by
either Obligor or any of their Affiliates pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. 

Section 8.6. Make-Whole Amount. 
 “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

 “Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid
pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. 
 “Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from
their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is
payable) equal to the Reinvestment Yield with respect to such Called Principal. 
 “Reinvestment Yield” means,
with respect to the Called Principal of any Note, 0.50% (i.e., 50 basis points) over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date
with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities
having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of
interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which 

  
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such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable
successor publication) for actively traded on the run U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. 

In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied
yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable actively traded
on the run U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable actively traded on the run U.S. Treasury security with the maturity closest to and less than such Remaining
Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note. 
 “Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal
into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year)
that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. 
 “Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement
Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of
the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1.

 “Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called
Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. 
 Section 8.7. Change of Control. (a) Notice of Change of Control. The Obligors will, within 20 Business Days after any Responsible Officer has knowledge of the occurrence of
any Change of Control give written notice of such Change of Control to each holder of Notes. If a Change of Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this
Section 8.7 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.7. 
 (b)
Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraph (a) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, the Notes held
by each holder (in this case only, “holder” in respect of 

  
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any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment
Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be not less than 30 days and not more than 60 days after the date of such
offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 45th day after the date of such offer). 
 (c) Acceptance; Rejection. A holder of Notes may accept or reject the offer to prepay made pursuant to this Section 8.7 by causing a notice of such acceptance or rejection to be delivered to
the Company at least 5 Business Days prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.7, or to accept an offer as to all of the Notes held by the holder, in
each case on or before the fifth (5th) Business Day preceding the Proposed Prepayment Date shall be deemed to constitute a rejection of such offer by such holder. 
 (d) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the
date of prepayment. 
 (e) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.7
shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this Section 8.7;
(iii) the principal amount of each Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that the conditions of this Section 8.7 have been
fulfilled; and (vi) in reasonable detail, the nature and date or proposed date of the Change of Control. 
 (f) Effect
on Required Payments. The amount of each payment of the principal of the Notes made pursuant to this Section 8.7 shall be applied against and reduce each of the then remaining principal payments due pursuant to Section 8.1 by a
percentage equal to the aggregate principal amount of the Notes so paid divided by the aggregate principal amount of the Notes outstanding immediately prior to such payment. 
 (g) “Change of Control” Defined. “Change of Control” means an event or series of events by which: 

(1) 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 Parent Guarantor entitled to vote generally in the election of the directors of the Parent Guarantor; or 
 (2) the majority of the board of directors of the Parent Guarantor fails to consist of Continuing Directors; or 

  
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 (3) except as expressly permitted under the terms of this Agreement, any
Obligor or any Subsidiary that is a borrower under the Credit Agreement (each, a “Subsidiary 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 an Obligor or any Subsidiary Borrower, in either event pursuant to a transaction in which the outstanding Capital Stock of such Obligor or such Subsidiary Borrower, as applicable, is
reclassified or changed into or exchanged for cash, securities or other property; or 
 (4) except as otherwise
expressly permitted under the terms of this Agreement, the Parent Guarantor 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. 

For purposes of the preceding definition, a “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 date of the Closing, 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. 
 Section 8.8. Termination of Transaction Agreement or Failure to Consummate the Shaw Acquisition. (a)(1) If (A) the Transaction Agreement is terminated prior to the consummation of the
Shaw Acquisition, (B) the Company does not consummate the Shaw Acquisition on or prior to June 30, 2013 or (C) the Escrowed Closing Proceeds have not been released from escrow in accordance with the terms of the Escrow Agreement on or
prior to June 30, 2013 (each, a “Termination Event”), the Company shall provide written notice within one day of the occurrence of a Termination Event to each holder of Notes. Upon the occurrence of a Termination Event, the
Company shall have the right to prepay, in accordance with and subject to Section 8.8(b), all, but not less than all, the outstanding Notes at the Termination Price and (ii) a Termination Event, each holder of a Note shall have the right
to require the Company to purchase all of its Notes at the Termination Price in accordance with and subject to Section 8.8(c), in each case, together with interest on all such Notes accrued to the date of prepayment or purchase by the Company,
as applicable. 
 (2) If an Escrow Agreement Default Event has occurred, the Company shall have the right to prepay, in
accordance with and subject to Section 8.8(b), all, but not less than all, the outstanding Notes of any Objecting Holder at the Termination Price, together with interest on all such Notes accrued to the date of prepayment by the Company.


  
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 (b) Right to Prepay Notes. If the Company exercises its right to prepay the
outstanding Notes pursuant to subparagraph (a) of this Section 8.8, the Company shall provide prior written notice within ten (10) Business Days of any Termination Event or Default Termination Event (the “Termination Event
Prepayment Notice”) to each holder or each Objecting Holder, as applicable, and shall prepay the Notes on a date specified in such notice, which date shall be not less than five (5) Business Days after the date of such notice (the
“Termination Event Prepayment Date”). The Termination Event Prepayment Notice shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such notice, specifying: (i) the
Termination Event Prepayment Date; (ii) that the prepayment of the Notes is being made pursuant to this Section 8.8; (iii) the principal amount of each Note being prepaid; (iv) the Termination Price of each Note being prepaid;
and (v) the interest that would be due on each Note offered being prepaid, accrued to the Termination Event Prepayment Date. 
 (c) Purchase of Notes. If the Company does not exercise its right to prepay the outstanding Notes pursuant to subparagraph (b) of this Section 8.8 with respect to a Termination Event (as
evidenced by the provision of a Termination Event Prepayment Notice as set forth in such section with respect to such Termination Event), any holder (in this case only, “holder” in respect of any Note registered in the name of a
nominee for a disclosed beneficial owner shall mean such beneficial owner) may require the Company to purchase all of the Notes held by such holder as contemplated by subparagraph (a) of this Section 8.8, by providing a written request to
the Company within forty-five (45) Business Days of any Termination Event (each, a “Termination Event Purchase Request”). The Company shall purchase all Notes held by such holder on a date mutually agreed to by the Company and
such holder, provided that such date shall not be less than five (5) Business Days and not more than fifteen (15) Business Days after the Termination Event Purchase Request (the “Termination Event Purchase Date”). In
connection with the purchase of any Note pursuant to this Section 8.8, the Company shall provide the holder of such Note a certificate, executed by a Senior Financial Officer of the Company, specifying: (i) the Termination Event Purchase
Date, (ii) that such purchase is being made pursuant to this Section 8.8; (iii) the principal amount of each Note being purchased by the Company; (iv) the Termination Price of each Note being purchased by the Company; and
(v) the interest that would be due on each Note being purchased by the Company, accrued to the Termination Event Purchase Date. 
 (d) Release of Escrowed Proceeds. If any holder has yet to timely notify the Company of the exercise of its right to require the Company to purchase all of its Notes pursuant to Section 8.8(c)
by the 15th day preceding the expiration of the time period set forth in Section 8.8(c), then the Company shall send written notice to such holder (in this case only, “holder” in respect of any Note registered in the name of a
nominee for a disclosed beneficial owner shall mean such beneficial owner), requesting confirmation as to whether such holder desires to exercise its rights pursuant to Section 8.8(c). If the Company does not exercise its right to prepay the
outstanding Notes within the time period set forth in Section 8.8(b) with respect to a Termination Event or any holder does not exercise its right to require the Company to purchase all of its Notes within the time period set forth in
Section 8.8(c), the Escrowed Proceeds (other than amounts, if any, owing to any holder that has timely exercised its rights pursuant to Section 8.8(c), but has yet to receive payment for its Notes) shall be released, free


  
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and clear of any Liens in favor of the holders, from escrow to the Company on September 30, 2013. 
 SECTION 9. AFFIRMATIVE COVENANTS. 
 Each Obligor, jointly and severally, covenants that from and after the date of the Closing and so long as any of the Notes are outstanding: 

Section 9.1. Compliance with Law. Without limiting Section 10.5, each Obligor will, and will cause each of its
Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, Environmental Laws, the USA Patriot Act and the other laws and regulations that are
referred to in Section 5.16, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their
respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises
and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 Section 9.2. Insurance. Each Obligor will, and, if not maintained by an Obligor, will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with
respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated. 
 Section 9.3. Maintenance of Properties. Each Obligor will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in
good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent either Obligor or any
Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and such Obligor has concluded that such discontinuance would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. 
 Section 9.4. Payment of Taxes and Claims.
Each Obligor will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments,
governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and
payable that have or might become a Lien on properties or assets of either Obligor or any Subsidiary, provided that neither any Obligor nor any Subsidiary need pay any such tax, assessment, charge or levy or claim if (i) the amount,
applicability or validity thereof is contested by such Obligor or such Subsidiary 

  
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on a timely basis in good faith and in appropriate proceedings, and such Obligor or such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Obligor
or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect. 

Section 9.5. Corporate Existence, Etc. Subject to Section 10.2, each Obligor will at all times preserve and keep its
corporate existence in full force and effect. Subject to Sections 10.2 and 10.3, each Obligor will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into either Obligor or
a Wholly-Owned Subsidiary) and all rights and franchises of the Obligors and their Subsidiaries unless, in the good faith judgment of the Obligors, the termination of or failure to preserve and keep in full force and effect such corporate existence,
right or franchise would not, individually or in the aggregate, have a Material Adverse Effect. 
 Section 9.6. Books
and Records. Each Obligor will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction
over such Obligor or such Subsidiary, as the case may be. 
 Section 9.7. Pari Passu Ranking. The Notes (in the case
of the Company) and all other obligations under this Agreement of each Obligor are and at all times shall remain direct and unsecured obligations of such Obligor ranking at least pari passu in right of payment with all Indebtedness
outstanding under the Credit Agreement and all other present and future unsecured Indebtedness (actual or contingent) of such Obligor that is not expressed to be subordinate or junior in rank to any other unsecured Indebtedness of such Obligor.

 Section 9.8. Subsidiary Guarantors. The Obligors will cause the Initial Subsidiary Guarantors and, after the date
of Closing, any Subsidiary which is required by the terms of any Credit Agreement to become obligated for, or otherwise guarantee, Indebtedness of either Obligor in respect of any Credit Agreement, to deliver to each of the holders of the Notes
(concurrently with the incurrence of any such obligation) the following items: 
 (a) a duly executed Subsidiary
Guarantee in scope, form and substance reasonably satisfactory to the Required Holders or a joinder agreement in respect of the Subsidiary Guarantee, as applicable; 

(b) a certificate signed by an authorized Responsible Officer of each Obligor making representations and warranties to the
effect of those contained in Sections 5.1, 5.2, 5.4, 5.6, 5.7 and 5.19, with respect to such Subsidiary and its Subsidiary Guarantee, as applicable; and 
 (c) in the case that any such Subsidiary is a Material Subsidiary, an opinion of counsel addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders, to the effect that
the Subsidiary Guarantee by such Person has been duly authorized, executed and delivered and that the Subsidiary Guarantee constitutes the 

  
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legal, valid and binding obligation of such Person, enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent
conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and containing other usual and customary assumptions, qualifications and exceptions. 

If any Subsidiary otherwise required to become a Subsidiary Guarantor under this Section 9.8 is a joint venture or
unincorporated association, and such Subsidiary’s becoming a Subsidiary Guarantor shall be restricted by such Subsidiary’s constitutive documents, then, provided such Subsidiary is not obligated under any Credit Agreement for more than the
Limited Guaranteed Amount, notwithstanding anything to the contrary contained in any Financing Agreement, the obligations guaranteed by such Subsidiary under the Subsidiary Guaranty shall not be required to exceed the amount (the
“Limited Guarantee Amount”) that may be so guaranteed under applicable Requirements of Law (including, without limitation, the Uniform Fraudulent Conveyance Act and the Uniform Fraudulent Transfer Act), multiplied by the
percentage of such Subsidiary’s outstanding Capital Stock or interest in the profits owned, in each case, by the Company or any of its other Subsidiaries. 
 Section 9.9. Maintenance of Ownership. The Company shall at all times remain a Subsidiary of the Parent Guarantor and the Parent Guarantor shall at all times own, directly or indirectly, 100%
of all equity interests and voting interests of the Company free and clear of any Lien. 
 Section 9.10. Maintenance of
Rating on Notes. The Company will at all times maintain a rating by DBRS, Inc. (or any successor thereto) on the Notes. 

Section 9.11. Most Favored Lender Status. 
 (a) If at any time after the date of this Agreement any Credit Agreement contains a covenant (whether constituting a covenant or event of default) by an Obligor (i) to maintain the Leverage
Ratio (or a similar covenant or limitation on Indebtedness contained in any such Credit Agreement) at a level more favorable to the lenders under such Credit Agreement than the level set forth in Section 10.7, (ii) to maintain a minimum
amount of Consolidated Net Worth (or a similar covenant contained in any such Credit Agreement) at a level more favorable to the lenders under such Credit Agreement than the level set forth in Section 10.8, or (iii) to maintain the Fixed
Charge Coverage Ratio (or a similar covenant contained in any such Credit Agreement) at a level more favorable to the lenders under such Credit Agreement than the level set forth in Section 10.9 (any such provision, together with all
definitions and interpretive provisions from such Credit Agreement to the extent used in relation thereto, a “Most Favorable Covenant”), then the Obligors shall provide a Most Favored Lender Notice in respect of such Most Favorable
Covenant. Such Most Favorable Covenant shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such Most Favorable Covenant shall have become
effective under such Credit Agreement (unless such date is prior to the date of the Closing, in which case such covenant will be deemed incorporated effective as of the date of the Closing). Thereafter, upon the request of any holder of a Note, the
Obligors shall enter into any additional agreement or 

  
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amendment to this Agreement reasonably requested by such holder to further evidence any of the foregoing. 
 (b) Any Most Favorable Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) pursuant to this Section 9.11 (i) shall be deemed
automatically amended herein to reflect any subsequent amendments made to such Most Favorable Covenant under the applicable Credit Agreement (provided that, if a Default or an Event of Default then exists and the amendment of such Most Favorable
Covenant would make such covenant less restrictive on the Company, then such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default or Event of Default no longer exists) and
(ii) shall be deemed automatically deleted from this Agreement at such time as such Most Favorable Covenant is deleted or otherwise removed from the applicable Credit Agreement or such applicable Credit Agreement shall be terminated
(provided that, if a Default or an Event of Default then exists, then such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when such Default or Event of Default no longer
exists); provided, however, that if any fee or other consideration is paid to the lenders under such Credit Agreement for such amendment or deletion, the equivalent of such fee or other consideration shall be paid to the holders of the Notes
upon the effectiveness of such amendment or deletion. Upon the occurrence of any event described in sub-clause (i) of the preceding sentence, upon the request of the Obligors or any holder of Notes, the holders of Notes (if applicable) and the
Obligors shall enter into any additional agreement or amendment to this Agreement reasonably requested by the Obligors or a holder of Notes, as the case may be, evidencing the amendment of any such Incorporated Covenants. Upon the occurrence of any
event described in sub-clause (ii) of the second preceding sentence, upon the request of the Obligors, the holders of Notes shall enter into any additional agreement or amendment to this Agreement reasonably requested by the Obligors evidencing
the deletion and termination of any such Incorporated Covenants. 
 (c) “Most Favored Lender Notice” means, in
respect of any Most Favorable Covenant, a written notice to each of the holders of the Notes (and in the case if any Note registered in the name of a nominee for a disclosed beneficial owner, to such beneficial owner, rather than such nominee, on
the date of such notice) delivered promptly, and in any event within ten Business Days after the inclusion of such Most Favorable Covenant in any Credit Agreement from a Responsible Officer referring to the provisions of this Section 9.11 and
setting forth a reasonably detailed description of such Most Favorable Covenant and related explanatory calculations, as applicable. 
 (d) For the avoidance of doubt, in no event shall the Leverage Ratio set forth in Section 10.7, the minimum amount of Consolidated Net Worth set forth in Section 10.8 or the Fixed Charge
Coverage Ratio set forth in Section 10.9 and related definitions contained in this Agreement be deemed or construed to be loosened or relaxed by operation of the terms of this Section 9.11. 

  
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 SECTION 10. NEGATIVE COVENANTS. 

Each Obligor, jointly and severally, covenants that from and after the date of the Closing and so long as any of the Notes are
outstanding: 
 Section 10.1. Transactions with Affiliates. The Obligors will not, and will not permit any
Subsidiary to, enter into directly or indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with
any Affiliate (other than the Obligors or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of any Obligor’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to
such Obligor or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate. 
 Section 10.2. Merger, Consolidation, Etc. The Obligors will not, and will not permit any Subsidiary to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor)
all or substantially all of its assets in a single transaction or series of related transactions to any Person except: 
 (a) the Parent Guarantor may consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of related transactions to, any other Person if
(i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Guarantor as an entirety, as the case may be (the
“Surviving Parent”), shall be a solvent corporation or limited liability company organized and existing under the laws of an Acceptable Jurisdiction, (ii) if the Parent Guarantor is not the Surviving Parent, the due and
punctual performance and observation of all of the obligations in the Financing Agreements to be performed or observed by the Parent Guarantor are expressly assumed in writing by the Surviving Parent and the Surviving Parent shall furnish to the
holders of the Notes an opinion of nationally recognized independent counsel to the effect that each agreement or instrument effecting such assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding
obligation of the Surviving Parent enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles and containing other usual and customary assumptions, qualifications and exceptions, (iii) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably
satisfactory to the Required Holders its obligations under its Subsidiary Guarantee, and (iv) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and

 (b) the Company may consolidate with or merge with, or convey, transfer or lease substantially all of its
assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or


  
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substantially all of the assets of the Company as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation or limited liability company organized
and existing under the laws of the United States or any State thereof (including the District of Columbia), (ii) if the Company is not the Surviving Company, the due and punctual performance and observation of all of the obligations in the
Financing Agreements (including the Notes) to be performed or observed by the Company are expressly assumed in writing by the Surviving Company and the Surviving Company shall furnish to the holders of the Notes an opinion of nationally recognized
independent counsel to the effect that each agreement or instrument effecting such assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of the Surviving Company, enforceable in
accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles
and containing other usual and customary assumptions, qualifications and exceptions, (iii) each of the Parent Guarantor and Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its
obligations under the Parent Guarantee and Subsidiary Guarantee, respectively, and (iv) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and 

(c) any Subsidiary of any Obligor (other than the Company) may (x) consolidate with or merge with, or convey,
transfer or lease substantially all of its assets in a single transaction or series of related transactions to, (i) any Obligor or any other Subsidiary so long as in any merger or consolidation involving an Obligor, such Obligor shall be the
surviving or continuing corporation or (ii) any other Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.3. 

No such conveyance, transfer or lease of substantially all of the assets of any Obligor or any Subsidiary Guarantor shall have the effect of releasing
any Obligor or any Subsidiary Guarantor or any Surviving Parent, Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under the Financing
Agreements, the Notes or any Subsidiary Guarantee, as applicable. 
 Section 10.3. Sales of Assets. Except as
permitted in Section 10.2, the Obligors will not, and will not permit any Subsidiary to, sell, lease or otherwise dispose of (including by way of merger, consolidation or amalgamation) any substantial part (as defined below) of the assets of
the Obligors and its Subsidiaries; provided, however, that any Obligor or any Subsidiary may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Obligors and their Subsidiaries if such assets are
sold in an arms-length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such sale, lease or other disposition
(but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such sale, lease or disposition, in any combination: 

  
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 (1) to acquire productive assets (which shall not include acquiring any
equity interests of any Person) used or useful in carrying on the business of the Company and its Subsidiaries and having a value at least equal to the value of such assets sold, leased or otherwise disposed of; and/or 

(2) to prepay or retire Senior Indebtedness of the Obligors and/or their Subsidiaries, provided that (i) the
Company shall offer to prepay each outstanding Note in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such
prepayment, but without the payment of Make-Whole Amount. Any offer of prepayment of the Notes pursuant to this Section 10.3 shall be given to each holder of the Notes by written notice that shall be delivered not less than thirty
(30) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in
writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each holder of
the Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than ten (10) Business Days prior to the proposed prepayment date of its acceptance of such offer of prepayment. A failure by a holder of
Notes to notify the Company of its acceptance of an offer of prepayment pursuant to this Section 10.3 on or before the tenth (10th) Business Day preceding the proposed prepayment date shall be deemed a rejection of such offer of
prepayment. 
 As used in this Section 10.3, a sale, lease or other disposition of assets shall be deemed to be a “substantial
part” of the assets of the Obligors and their Subsidiaries if the book value of such assets, when added to the book value of all other assets sold, leased or otherwise disposed of by the Obligors and their Subsidiaries during the period of
12 consecutive months ending on the date of such sale, lease or other disposition, exceeds 20% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other
disposition; provided that there shall be excluded from any determination of a “substantial part” any (i) sale or disposition of assets in the ordinary course of business of the Obligors and their Subsidiaries (including sales
or dispositions of worthless, damaged or obsolete equipment), (ii) any transfer of assets from any Obligor to any Subsidiary or from any Subsidiary to any Obligor or another Subsidiary and (iii) any sale or disposition of property acquired
by any Obligor or any Subsidiary after the date of this Agreement to any Person within 365 days following the acquisition or construction of such property by Obligor or such Subsidiary if an Obligor or such Subsidiary shall concurrently with such
sale or other disposition, lease such property, as lessee; provided, further, that there shall be excluded from the operation of this Section 10.3, the disposition of the shares of Topaz Nuclear Energy Holdings (US) Inc. and Topaz
Nuclear Energy Holdings (UK) Limited (the “Holdco Shares”) subject to the “put rights” under the put option agreements dated October 13, 2006 (the “Put Option Agreements”), which occurs pursuant to
NEH’s exercise of the Put Option Agreements, which exercise occurred on October 6, 2012 and will require funding by the put obligor on January 4, 2013, the proceeds of which will be used by NEH to retire, on or about March 15,
2013, bond indebtedness previously incurred that was related to such Holdco Shares. 

  
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 Section 10.4. Line of Business. The Obligors will not, and will not permit any
Subsidiary to, engage in any business if, as a result, the general nature of the business in which the Obligors and their Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in
which the Obligors and their Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the Memorandum. 
 Section 10.5. Terrorism Sanctions Regulations. The Obligors will not, and will not permit any Controlled Entity to, (i) become a Blocked Person or (ii) have any investments in, or
knowingly (as such term is defined in Section 101(6) of CISADA) engage in any dealings or transactions with, any Blocked Person where solely by virtue of such investments, dealings, or transactions would result in either (A) any Obligor or
any Controlled Entity being in violation of applicable law in any material respect or (B) any holder of a Note being in violation of any OFAC Sanctions Laws. 
 Section 10.6. Liens. The Obligors will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien securing
Indebtedness for borrowed money on or with respect to any property or asset (including, without limitation, any document or instrument in respect of goods or accounts receivable) of any Obligor or any such Subsidiary, whether now owned or held or
hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except: 
 (a) Liens for taxes, assessments or other governmental charges which are not yet due and payable or the payment of which is not at the time required by Section 9.4; 

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens,
arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested by any Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings in compliance with
Section 9.4; 
 (c) pledges and deposits made in the ordinary course of business in compliance with
workers’ compensation, unemployment insurance, pensions or other employee benefits and other social security laws or regulations; 
 (d) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been
discharged within 60 days after the expiration of such stay; 
 (e) other Liens incidental to the normal course
of the business of the Obligors and their Subsidiaries or the ownership of their property, including, without limitation, deposits and Liens with respect to the performance of bids, trade contracts, leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature, in each case which are not securing Indebtedness; 

  
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 (f) covenants, easements, zoning restrictions, rights of way, governmental
permitting and operation restrictions and similar encumbrances on real property imposed by law as arising in the ordinary course of business that do not secure any monetary obligation and do not materially detract from the value of the affected
property or interfere with the ordinary conduct of business of the Obligors and their Subsidiaries taken as a whole; 
 (g) licenses, leases or subleases granted to other Persons in the ordinary course of business and not interfering in any material respect with the business of the Obligors and their Subsidiaries;

 (h) customary bankers’ Liens and rights of setoff arising, in each case, in the ordinary course of
business and incurred on deposits made in the ordinary course of business; 
 (i) Liens on property or assets of
any Obligor or any of its Subsidiaries securing Indebtedness owing to either Obligor or to another Subsidiary; 

(j) Liens on property or assets securing the Indebtedness of any Obligor or any Subsidiary as of the date of the Closing
and reflected in Schedule 5.15, including liens of any Financing Agreement on the Escrowed Closing Proceeds; 
 (k) any Lien created to secure all or part of the purchase price, or to secure Indebtedness incurred or assumed to pay all or any part of the purchase price or cost of construction or improvement, of
property (or any improvement thereon) acquired or constructed by any Obligor or a Subsidiary after the date of the Closing, provided that (i) any such Lien shall extend solely to the item or items of such property (or improvement thereon
and proceeds thereof) so acquired or constructed and, if required by the terms of the instrument originally creating such Lien, other property (or improvement thereon) which is an improvement to or is acquired or constructed property (or improvement
thereon) or which is real property being improved by such acquired or constructed property (or improvement thereon), and (ii) any such Lien shall be created contemporaneously with, or within 180 days after, the acquisition or construction of
such property; 
 (l) any Lien existing on property of a Person immediately prior to its being consolidated with
or merged into either Obligor or a Subsidiary or its becoming a Subsidiary, or any Lien existing on any property acquired by either Obligor or a Subsidiary at the time such property is so acquired (whether or not the Indebtedness secured thereby
shall have assumed), provided that (i) no such Lien shall have been created or assumed in contemplation of such consolidation or merger or such Person’s becoming a Subsidiary or such acquisition of property, and (ii) each such
Lien shall extend solely to the item or items of property so acquired (and proceeds thereof) and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in
connection with such acquired property; 

  
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 (m) any Lien renewing, extending, replacing or refunding any Lien permitted
by paragraphs (j), (k) or (l) of this Section 10.6, provided that (i) the principal amount of Indebtedness secured by such Lien immediately prior to such extension, renewal, replacement or refunding is not increased or the
maturity thereof reduced, (ii) such Lien is not extended to any other property, and (iii) immediately after such extension, renewal, replacement or refunding, no Default or Event of Default would exist; and 

(n) Liens securing Priority Debt of the Obligors or any Subsidiary, provided that the aggregate outstanding
principal amount of any such Priority Debt shall be permitted by Sections 10.7 and 10.10, and, provided further that, notwithstanding the foregoing, no such Liens may secure any obligations under or pursuant to any Credit Agreement
within the provisions of this Section 10.6(n) unless concurrently therewith the Obligors shall secure the Notes, or shall cause the Notes to be secured, equally and ratably with such obligations pursuant to documentation (including without
limitation an intercreditor agreement) in form and substance reasonably satisfactory to the Required Holders. 

Section 10.7. Leverage Ratio. The Parent Guarantor shall not permit the ratio (the “Leverage Ratio”) of
(i) all Adjusted Indebtedness of the Parent Guarantor and its Subsidiaries as of any date of determination to (ii) EBITDA for the most recently-ended period of four-fiscal quarters for which financial statements were required to be
delivered to exceed the lesser (a) 3.25:1.0 and (b) 0.25 greater than the level required to be maintained under a similar leverage covenant contained in any Credit Agreement for such applicable fiscal period. For purposes of this Section,
if during the period of calculation any Obligor or any Subsidiary shall have acquired or disposed of any Person or acquired or disposed of all or substantially all of the operating assets of any Person, EBITDA for such period shall be calculated
after giving pro forma effect thereto as if such transaction occurred on the first day of such period. 
 For the avoidance of
doubt, the Indebtedness and EBITDA of NEH will be excluded from the Leverage Ratio. The Leverage Ratio shall be calculated, (i) in the case of a determination thereof on the Release Date (including, without limitation, on a pro forma basis
after giving effect to any action on any date), based upon (A) for Adjusted Indebtedness, Adjusted Indebtedness as of the Release Date after giving pro forma effect to all actions as of the Release Date, and (B) for EBITDA, as described in
clause (ii)(B) of this paragraph; and (ii) in each other case, determined as of the last day of each fiscal quarter based upon (A) for Adjusted Indebtedness, Adjusted Indebtedness as of the last day of each such fiscal quarter and
(B) for EBITDA, the actual amount for the four quarter period ending on such day, calculated, with respect to acquisitions and disposals, if any, as provided in the preceding paragraph. 

For purposes of all calculations of the Leverage Ratio, (i) the Notes shall not be deemed to be outstanding unless, and until the
date, that the Escrowed Closing Proceeds are released from escrow by the Escrow Agent for any reason other than the repayment of the Notes in full (such release date, the “Release Date”), and in such event, the Notes shall be deemed
outstanding commencing on the Release Date and at no date prior to and (ii) Interest Expense attributable to the Notes will not be included in EBITDA until the Release Date. 

  
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 Section 10.8. Consolidated Net Worth. (a) From and after the date of this
Agreement and prior to the Release Date, the Parent Guarantor shall not permit its Consolidated Net Worth to be less than the Alternative Minimum Net Worth Amount. 
 (b) From and after the Release Date, the Parent Guarantor shall not permit its Consolidated Net Worth at any time after the Release Date to be less than the greater of (i) the Alternative Minimum Net
Worth Amount and (ii) 70% of the Consolidated Net Worth of the Parent Guarantor and its Subsidiaries after giving effect to the Shaw Acquisition (such Consolidated Net Worth to be determined as of the end of the fiscal quarter ending
immediately following the consummation of the Shaw Acquisition). 
 Section 10.9. Fixed Charge Coverage Ratio. The
Parent Guarantor and its consolidated Subsidiaries shall maintain a ratio (“Fixed Charge Coverage Ratio”), without duplication, of Consolidated Net Income Available for Fixed Charges to Consolidated Fixed Charges of at least 1.50 to
1.00 for the most recently-ended period of four fiscal quarters for which financial statements were required to be delivered. For purposes of all calculations of the Fixed Charge Coverage Ratio, Interest Expense attributable to the Notes shall be
excluded unless the Release Date occurs. 
 If, during the period for which Consolidated Net Income Available for Fixed Charges
and Consolidated Fixed Charges are being calculated, the Parent Guarantor or any Subsidiary has acquired any Person (or the assets thereof) resulting in such Person becoming or otherwise resulting in a Subsidiary, compliance with this
Section 10.9 shall be determined by calculating Consolidated Net Income Available for Fixed Charges and Consolidated Fixed Charges on a pro forma basis as if such Subsidiary had become such a Subsidiary on the first day of such period and any
Indebtedness incurred in connection therewith was incurred on such date. 
 Section 10.10. Priority Debt. The
Obligors will not at any time permit the aggregate outstanding principal amount of all Priority Debt to exceed the 15% of Consolidated Net Worth (with Consolidated Net Worth being determined as of the end of the then most recent ended fiscal quarter
of the Parent Guarantor). 
 SECTION 11. EVENTS OF DEFAULT. 

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing from and
after the date of the Closing: 
 (a) the Company defaults in the payment of any principal or Make-Whole Amount,
if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or 
 (b) the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due or any Obligor defaults in the payment of any amount payable pursuant to
Section 13 for more than twenty Business Days after the same becomes due and payable; or 

  
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 (c) either Obligor defaults in the performance of or compliance with any
term contained in Section 7.1(d), Section 9.11 or Section 10; or 
 (d) either Obligor or any
Subsidiary Guarantor defaults in the performance of or compliance with any of its obligations contained herein, in any other Financing Agreement or in a Subsidiary Guarantee, respectively (in each case, other than those referred to in
Sections 11(a), (b) and (c)), and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) either Obligor receiving written notice of such
default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or 

(e) either the Parent Guarantee or any Subsidiary Guarantee ceases to be a legally valid, binding and enforceable
obligation or contract of the Parent Guarantor or a Subsidiary Guarantor (other than upon a release of any Subsidiary Guarantor from its Subsidiary Guarantee in accordance with the terms of Section 2.3(b)), respectively, or the Parent Guarantor
or any Subsidiary Guarantor (or any party by, through or on account of the Parent Guarantor or such Subsidiary Guarantor) challenges the validity, binding nature or enforceability of the Parent Guarantee or its Subsidiary Guarantee, respectively; or

 (f) any representation or warranty made in writing by or on behalf of either Obligor in any Financing
Agreement or by a Subsidiary Guarantor in its Subsidiary Guarantee or by any officer of either Obligor or any Subsidiary Guarantor in any writing furnished in connection with the transactions contemplated hereby proves to have been false or
incorrect in any material respect on the date as of which made; or 
 (g) (i) either Obligor or any
Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least $50,000,000
beyond any period of grace provided with respect thereto, or (ii) either Obligor or any Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount
of at least $50,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are
entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the
passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) either Obligor or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before
its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $50,000,000, or (y) one or more Persons have the right to require any Obligor or any Subsidiary so to purchase or repay such Indebtedness; or


  
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 (h) either Obligor or any Subsidiary (i) is generally not paying, or
admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for
liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a
custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the
purpose of any of the foregoing; or 
 (i) a court or Governmental Authority of competent jurisdiction enters an
order appointing, without consent by either Obligor or any of its Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order
for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or
liquidation of either Obligor or any of its Subsidiaries, or any such petition shall be filed against either Obligor or any of its Subsidiaries and such petition shall not be dismissed within 60 days; or 

(j) any event occurs with respect to either Obligor or a Subsidiary that under the laws of any jurisdiction is analogous
to any of the events described in Section 11(h) or (i); or 
 (k) a final judgment or judgments for the
payment of money aggregating in excess of $50,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) are rendered against one or more of the Obligors and their Subsidiaries and
which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or 

(l) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or
part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed
with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified either Obligor or any ERISA Affiliate that a Plan may become a subject of
any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans (other than Multiemployer Plans, determined in accordance with Title IV of ERISA,
shall exceed $50,000,000, (iv) either Obligor or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to
Employee Benefit Plans, (v) either Obligor or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) either Obligor or any 

  
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Subsidiary establishes or amends any employee welfare benefit plan (as such term is defined in Section 3 of ERISA) that provides post-employment welfare benefits in a manner that would
increase the liability of either Obligor or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be
expected to have a Material Adverse Effect. 
 SECTION 12. REMEDIES ON
DEFAULT, ETC. 
 Section 12.1. Acceleration. (a) If an Event of Default with
respect to either Obligor described in Section 11(h), (i) or (j) (other than an Event of Default described in clause (i) of Section 11(h) or described in clause (vi) of Section 11(h) by virtue of the fact that such
clause encompasses clause (i) of Section 11(h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. 
 (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be
immediately due and payable. 
 (c) If any Event of Default described in Section 11(a) or (b) has occurred and is
continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and
payable. 
 Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such
Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount
determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.
Each Obligor acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Obligors (except as herein specifically provided for) and that the provision for
payment of a Make-Whole Amount by the Obligors in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances. 

Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether
any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or
thereby or by law or otherwise. 

  
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 Section 12.3. Rescission. At any time after any Notes have been declared due
and payable pursuant to Section 12.1(b) or (c), the Required Holders or, if the Notes have been declared due and payable pursuant to Section 12.1(c) by any holder or holders of Notes, such holder or holders, as the case may be, by written
notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and
are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate,
(b) neither any Obligor nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by
reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under
this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 
 Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate
as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by the Financing Agreements (including by any Note) upon any holder thereof shall be exclusive of any other right, power or
remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Obligors under Section 16, the either Obligors will pay to the holder of each Note on demand
such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and
disbursements. 
 SECTION 13. TAX INDEMNIFICATION. 

All payments whatsoever under the Financing Agreements required to be made by the Parent Guarantor will be made by the Parent Guarantor in
lawful currency of the United States of America free and clear of, and without liability for withholding or deduction for or on account of, any present or future Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other
than the United States (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by law. 

If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid
by the Parent Guarantor under the Financing Agreements, the Parent Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon
and pay to each holder of a Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of the Financing Agreements after such deduction, withholding or payment (including, without
limitation, any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such holder under the terms of the Financing


  
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Agreements before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of: 

(a) any Tax that would not have been imposed but for the existence of any present or former connection between such holder
(or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the Notes or any amount payable
thereon is attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof or the enforcement of remedies in respect thereof,
including, without limitation, such holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having
had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for the Parent Guarantor, after the date of the Closing, opening an office in, moving
an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of the Financing Agreements are made to, the Taxing Jurisdiction imposing the relevant Tax; 

(b) any Tax that would not have been imposed but for the delay or failure by such holder (following a written request by
the Parent Guarantor) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes (including for such purpose any refilings or renewals of filings that
may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources or otherwise) on such holder or
result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, and provided further that such holder
shall be deemed to have satisfied the requirements of this clause (b) upon the good faith completion and submission of such Forms (including refilings or renewals of filings) as may be specified in a written request of the Parent Guarantor no
later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, if any); or 
 (c) any combination of clauses (a) and (b) above; 
 and provided further that in no event
shall the Parent Guarantor be obligated to pay such additional amounts to any holder of a Note (i) not resident in the United States of America or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of
the Closing in excess of the amounts that the Parent Guarantor would be obligated to pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for purposes of, and eligible for the benefits of,
any double taxation treaty from time to time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) registered in the name of a nominee if under the law of the relevant


  
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Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and the Parent Guarantor
shall have given timely notice of such law or interpretation to such holder. 
 By acceptance of any Note, the holder of such
Note agrees, subject to the limitations of clause (b) above, that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by the Parent Guarantor all such forms, certificates,
documents and returns provided to such holder by the Parent Guarantor (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such holder in order to avoid or reduce any
such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a tax treaty between the United States and such Taxing Jurisdiction and (y) provide the Parent
Guarantor with such information with respect to such holder as the Parent Guarantor may reasonably request in order to complete any such Forms, provided that nothing in this Section 13 shall require any holder to provide information with
respect to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such holder, and provided further
that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such holder to the Parent Guarantor or mailed to the appropriate
taxing authority (which shall be deemed to occur when such Form is submitted to the United States Internal Revenue Service in accordance with instructions contained in such Form), whichever is applicable, within 60 days following a written request
of the Parent Guarantor (which request shall be accompanied by copies of such Form) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date. 

If any payment is made by the Parent Guarantor to or for the account of the holder of any Note after deduction for or on account of any
Taxes, and increased payments are made by the Parent Guarantor pursuant to this Section 13, then, if such holder at its sole discretion determines that it has received or been granted a refund of such Taxes, such holder shall, to the extent
that it can do so without prejudice to the retention of the amount of such refund, reimburse to the Parent Guarantor such amount as such holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or
withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from
its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in clause (b) above) oblige any holder of any Note to disclose any
information relating to its tax affairs or any computations in respect thereof. 
 The Parent Guarantor will furnish the holders
of Notes, promptly and in any event within 60 days after the date of any payment by the Parent Guarantor of any Tax in respect of any amounts paid under the Financing Agreements, the original tax receipt issued by the relevant taxation or other
authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of such Obligor, a duly certified copy of the original tax receipt or any other reasonably
satisfactory evidence of payment), 

  
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together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. 

If the Parent Guarantor is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant
Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Parent Guarantor would be required to pay any additional amount under this Section 13, but for any reason does not make such deduction or withholding
with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then the Parent Guarantor will promptly reimburse such holder for such payment (including any related
interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by the Parent Guarantor) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or
other authority of the relevant Taxing Jurisdiction. 
 If the Parent Guarantor makes payment to or for the account of any
holder of a Note and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request
from the Parent Guarantor (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by the Parent Guarantor, subject, however, to the same
limitations with respect to Forms as are set forth above. 
 The obligations of the Parent Guarantor under this Section 13
shall survive the payment or transfer of any Note and the provisions of this Section 13 shall also apply to successive transferees of the Notes. 
 SECTION 14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES. 

Section 14.1. Registration of Notes. The Company shall keep at its principal executive office a register for the registration
and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment
for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. 

Section 14.2. Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the address and to the attention
of the designated officer (all as specified in Section 18(iii)), subject to compliance with applicable securities laws, for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a
written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such
Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided 

  
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below), one or more new Notes of the same series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) or Exhibit 1(d), as applicable. Each such new Note shall be dated and
bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp
tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than U.S.$100,000, provided that if necessary to enable the registration of transfer by a holder of its entire
holding of Notes, one Note may be in a denomination of less than U.S.$100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in
Section 6.2. 
 Section 14.3. Replacement of Notes. Upon receipt by the Company at the address and to the
attention of the designated officer (all as specified in Section 19(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an
Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and 
 (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a
Note with a minimum net worth of at least U.S.$50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or 

(b) in the case of mutilation, upon surrender and cancellation thereof, 

within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note of the same series, dated and
bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon. 

SECTION 15. PAYMENTS ON NOTES. 

Section 15.1. Place of Payment. Subject to Section 15.2, payments of principal, Make-Whole Amount, if any, and interest
becoming due and payable on the Notes shall be made in New York, New York at the principal office of Bank of America, N.A. in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the
Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction. 

Section 15.2. Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 15.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for
such purpose 

  
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below such Purchaser’s name in Schedule A, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such
purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such
Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 15.1.
Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or
surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 15.2. The Company will afford the benefits of this Section 15.2 to any Institutional Investor that is the direct or indirect transferee of any Note
purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 15.2. 
 SECTION 16. EXPENSES, ETC. 

Section 16.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors
will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in
connection with such transactions and in connection with any amendments, waivers or consents under or in respect of the Financing Agreements (including the Notes) (whether or not such amendment, waiver or consent becomes effective), including,
without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under the Financing Agreements (including the Notes) or in responding to any subpoena or other
legal process or informal investigative demand issued in connection with the Financing Agreements (including the Notes), or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred
in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes or by any Subsidiary Guarantee and (c) the costs and
expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000. The Obligors
will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in
connection with its purchase of the Notes). 
 The Parent Guarantor agrees to pay all stamp, documentary or similar taxes or
fees which may be payable in respect of the execution and delivery (but not the transfer of any Notes) or the enforcement of the Financing Agreements (including any Note) or any Subsidiary Guarantee in the United States or The Netherlands or of any
amendment of, or waiver or consent under or with respect to, the Financing Agreements (including any Notes) or any Subsidiary Guarantee, and to pay any value added tax due and payable in respect of reimbursement of costs and expenses by the Parent
Guarantor pursuant to this Section 16, except for the value added tax that is recoverable or refundable for the parts to be reimbursed, and will save each holder of a Note to 

  
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the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax or fee required to be paid by the Parent Guarantor
hereunder. 
 Section 16.2. Survival. The obligations of the Obligors under this Section 16 will survive
the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of the Financing Agreements (including the Notes) or any Subsidiary Guarantee, and the termination of the Financing Agreements or any Subsidiary Guarantee.

 SECTION 17. SURVIVAL OF REPRESENTATIONS AND
WARRANTIES; ENTIRE AGREEMENT. 
 All representations and warranties contained
herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may, in good faith, be relied upon, as
made on the date of the Closing, by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument
delivered by or on behalf of either Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor under this Agreement made as of the date therein provided. Subject to the preceding sentence, this Agreement and
the Notes embody the entire agreement and understanding between each Purchaser and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof. 
 SECTION 18. AMENDMENT AND WAIVER. 
 Section 18.1. Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively),
with (and only with) the written consent of the Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 22 hereof, or any defined term (as it is used therein), will
be effective as to any Purchaser or holder unless consented to by such Purchaser or holder in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby (in
this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner), (i) subject to the provisions of Section 12 relating to acceleration
or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage
of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 13, 18, 21, 23 or 24.9. 

Section 18.2. Solicitation of Holders of Notes. 
 (a) Solicitation. The Obligors will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a
decision is required, to enable such holder to make an informed and considered decision 

  
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with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Obligors will deliver executed or true and correct copies of each
amendment, waiver or consent effected pursuant to the provisions of this Section 18 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite
holders of Notes. 
 (b) Payment. The Obligors will not directly or indirectly pay or cause to be paid any remuneration,
whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver
or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of Notes then
outstanding even if such holder did not consent to such waiver or amendment. 
 (c) Consent in Contemplation of Transfer.
Any consent made pursuant to this Section 18 by a holder of Notes that has transferred, or has agreed to transfer, its Notes to any Obligor, any Subsidiary or any Affiliate of either Obligor and, in either case, has provided or has agreed to
provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not
be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder. 

Section 18.3. Binding Effect, etc. Any amendment or waiver consented to as provided in this Section 18 applies
equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Obligors without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend
to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Obligors and the holder of any Note nor any delay in exercising
any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or
supplemented. 
 Section 18.4. Notes Held by Obligors, etc. Solely for the purpose of determining whether the
holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action
provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by either Obligor or any of its Affiliates shall
be deemed not to be outstanding. 

  
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 SECTION 19. NOTICES; ENGLISH LANGUAGE.

 All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on
the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight
delivery service (with charges prepaid). Any such notice must be sent: 
 (i) if to any Purchaser or its nominee,
to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing; 

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the
Company in writing; 
 (iii) if to the Company, to the Company at its address set forth at the beginning hereof
to the attention of Ronald Ballschmiede, Managing Director & Chief Financial Officer, with a copy to the attention of the Chief Legal Officer, or at such other address as the Company shall have specified to the holder of each Note in
writing; or 
 (iv) if to the Parent Guarantor, in care of the Company at the address of the Company set forth at
the beginning hereof to the attention of Ronald Ballschmiede, Managing Director & Chief Financial Officer, or at such other address as the Parent Guarantor shall have specified to the holder of each Note in writing 

Notices under this Section 19 will be deemed given only when actually received. Each document, instrument, financial statement, report, notice or
other communication delivered in connection with the Financing Agreements shall be in English or accompanied by an English translation thereof. 

SECTION 20. REPRODUCTION OF DOCUMENTS. 

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may
hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be
reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. Each Obligor agrees and stipulates that, to the extent permitted by
applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in
the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 20 shall not prohibit any Obligor or any other holder of Notes from contesting
any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. 

  
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 SECTION 21. CONFIDENTIAL INFORMATION. 

For the purposes of this Section 21, “Confidential Information” means information delivered to any Purchaser by or on
behalf of either Obligor or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when
received by such Purchaser as being confidential information of such Obligor or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser, on a nonconfidential basis
from a source other than an Obligor, prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes
known to such Purchaser other than through disclosure by either Obligor or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will
maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may
deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (on the confidential basis as provided for in this Section 21 and to the extent such disclosure reasonably
relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of
this Section 21, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its
receipt of such Confidential Information to be bound by the provisions of this Section 21), (v) any Person from which it offers to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this Section 21), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization,
or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of
Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s
Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21 as though it were a party to this Agreement. On reasonable request
by either Obligor in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee),
such holder will enter into an agreement with such Obligor embodying the provisions of this Section 21. 

  
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 SECTION 22. SUBSTITUTION OF PURCHASER.

 Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has
agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by
such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 22), shall be deemed to refer to
such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon
receipt by the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 22), shall no longer be deemed to refer to such Affiliate, but shall refer to such
original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. 

SECTION 23. PARENT GUARANTEE. 

Section 23.1. Guarantee. The Parent Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a
primary obligor and not merely as a surety, to each holder and its successors and permitted assigns, the full and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of and Make-Whole Amount and
interest on (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the
Company) the Notes and all other amounts owed or to be owing by the Company which becomes due under the terms and provisions of the Financing Agreements, now or hereafter existing under the Financing Agreements whether for principal, Make-Whole
Amount, interest (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the
Company), indemnification payments, expenses (including reasonable attorneys’ fees and expenses) or otherwise (all such obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable fees and expenses
incurred by each holder in enforcing this Parent Guarantee. 
 Notwithstanding any stay, injunction or other prohibition
preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable to duly, punctually and fully (in the case of the payment of Guaranteed Obligations) pay such amounts as and when the same shall become due
and (in the case of the payment of Guaranteed Obligations) payable, whether or not such failure or inability shall constitute an “Event of Default”, the Parent Guarantor will forthwith (in the case of the payment of Guaranteed Obligations)
pay or cause to be paid such amounts to the holders, in lawful money of the United States of America, at the place specified in Section 15, or pay such Guaranteed Obligations or cause such Guaranteed Obligations to be paid, (in the case of the
payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing. 

  
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 Section 23.2. Parent Guarantor’s Obligations Unconditional.
(a) The Guaranty by the Parent Guarantor in this Parent Guarantee shall constitute a guarantee of payment and not of collection, and the Parent Guarantor specifically agrees that it shall not be necessary, and that the Parent Guarantor
shall not be entitled to require, before or as a condition of enforcing the liability of the Parent Guarantor under this Parent Guarantee or requiring payment or performance of the Guaranteed Obligations by the Parent Guarantor hereunder, or at any
time thereafter, that any holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Guaranteed Obligation; (b) make any other
effort to obtain payment or performance of any Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Guaranteed Obligation, except for the making of the demands, when appropriate, described in
Section 23.1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Guaranteed Obligations; (d) except to the extent set forth in Section 23.1, exercise or assert any other right or remedy to
which such holder is or may be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Guaranteed
Obligation. The Parent Guarantor agrees that its Guaranty under this Parent Guarantee shall be continuing, and that the Guaranteed Obligations will be paid and performed in accordance with their terms and the terms of this Parent Guarantee, and are
the primary, absolute and unconditional obligations of the Parent Guarantor, irrespective of the value, genuineness, validity, legality, regularity or enforceability or lack thereof of any part of the Guaranteed Obligations or any agreement or
instrument relating to the Guaranteed Obligations or this Parent Guarantee, or the existence of any indemnities with respect to the existence of any other guarantee of or security for any of the Guaranteed Obligations, or any substitution, release
or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor (other than the full and indefeasible due payment and performance of the Guaranteed Obligations), it being the intent of this Section 23.2 that the obligations of the Parent Guarantor hereunder
shall be irrevocable, primary, absolute and unconditional under any and all circumstances (other than the full and indefeasible due payment and performance of the Guaranteed Obligations). 

(b) The Parent Guarantor hereby expressly waives notice of acceptance of and reliance upon the Guaranty in this Parent Guarantee,
diligence, presentment, demand of payment or performance, protest and all other notices (except as otherwise provided for in Section 23.1) whatsoever, any requirement that the holders exhaust any right, power or remedy or proceed against the
Company or against any other Person under any other guarantee of, or security for, or any other agreement, regarding any of the Guaranteed Obligations. The Parent Guarantor further agrees that, subject solely to the requirement of making demands
under Section 23.1, the occurrence of any event or other circumstance that might otherwise vary the risk of the Company or the Parent Guarantor or constitute a defense (legal or equitable) available to, or a discharge of, or a counterclaim or
right of set-off by, the Company or the Parent Guarantor (other than the full and indefeasible due payment and performance of the Guaranteed Obligations), shall not affect the liability of the Parent Guarantor hereunder. 

  
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 (c) The obligations of the Parent Guarantor under this Parent Guarantee are not subject to
any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment or defense based upon any claim the Parent Guarantor or any other Person may have against the Company, any holder or any other Person, and shall remain in
full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstances or condition whatsoever (whether or not the Parent Guarantor or the Company shall have any knowledge or notice thereof),
including: 
 (i) any renewal, extension, modification, increase, decrease, alteration or rearrangement of all or
any part of the Guaranteed Obligations or any instrument executed in connection therewith, or any contract or understanding with the Company, the holders, or any of them, or any other Person, pertaining to the Guaranteed Obligations; 

(ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by any holder to the Company or
any other Person liable on the Guaranteed Obligations, or the failure of any holder to assert any claim or demand or to exercise any right or remedy against the Company or any other Person under the provisions of the Financing Agreements or
otherwise; or any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, the Financing Agreements, any guarantee or any other agreement; 

(iii) the insolvency, bankruptcy arrangement, adjustment, composition, liquidation, disability, dissolution or lack of
power of the Company or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of the Company or any other such Person, or any change, restructuring or termination of the structure or
existence of the Company or any other such Person, or any sale, lease or transfer of any or all of the assets of the Company or any other such Person, or any change in the shareholders, partners, or members of the Company or any other such Person;
or any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; 
 (iv)
the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that the Guaranteed
Obligations, or any part thereof, exceed the amount permitted by law, the act of creating the Guaranteed Obligations or any part is ultra vires, the officers or representatives executing the documents or otherwise creating the Guaranteed
Obligations acted in excess of their authority, the Guaranteed Obligations violate applicable usury laws, the Company or any other Person has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed
Obligations wholly or partially uncollectible from the Company or any other Person, the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of
the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, 

  
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legally impossible or unenforceable, or the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic; 

(v) any full or partial release of the liability of the Company on the Guaranteed Obligations or any part thereof, of any
co-guarantors, or of any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof, it being
recognized, acknowledged and agreed by the Parent Guarantor that the Parent Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other Person, and the Parent Guarantor has not been induced to enter
into this Parent Guarantee on the basis of a contemplation, belief, understanding or agreement that any parties other than the Company will be liable to perform the Guaranteed Obligations, or that the holders will look to other parties to perform
the Guaranteed Obligations; 
 (vi) the taking or accepting of any other security, collateral or guaranty, or
other assurance of payment, for all or any part of the Guaranteed Obligations; 
 (vii) any release, surrender,
exchange, subordination, deterioration, waste, loss or impairment (including negligent, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of,
all or any part of the Guaranteed Obligations; 
 (viii) the failure of any holder or any other Person to
exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; 

(ix) the fact that any collateral, security, security interest or lien contemplated or intended to be given, created or
granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by the Parent
Guarantor that the Parent Guarantor is not entering into this Parent Guarantee in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral; 

(x) any payment by the Company to any holder being held to constitute a preference under any bankruptcy law or fraudulent
conveyance law, or for any reason any holder being required to refund such payment or pay such amount to the Company or someone else; 
 (xi) any other action taken or omitted to be taken with respect to the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices the Parent
Guarantor or increases the likelihood that the Parent Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of the Parent Guarantor that


  
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it shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not contemplated, and whether or
not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations in cash; 
 (xii) the fact that all or any of the Guaranteed Obligations cease to exist by operation of law, including by way of a discharge, limitation or tolling thereof under applicable bankruptcy laws;

 (xiii) any default, failure or delay, willful or otherwise, in the performance by the Company, the Parent
Guarantor or any other Person of any obligations of any kind or character whatsoever under the Financing Agreements or any other agreement; 
 (xiv) any merger or consolidation of the Company or the Parent Guarantor or any other Person into or with any other Person or any sale, lease, transfer or other disposition of any of the assets of the
Company, the Parent Guarantor or any other Person to any other Person, any change in the ownership of any shares or partnership interests of the Company, the Parent Guarantor or any other Person, or any change in the relationship between the Company
and the Parent Guarantor or any termination of any such relationship; 
 (xv) in respect of the Company, the
Parent Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company, the Parent Guarantor or any other Person, or other impossibility of performance through fire,
explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotion, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal
or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company, the Parent Guarantor or any other Person and whether or not of the kind
hereinbefore specified; or 
 (xvi) any other occurrence, circumstance, or event whatsoever, whether similar or
dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse
against the Parent Guarantor (other than the full and indefeasible due payment and performance of the Guaranteed Obligations); 
 provided
that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Parent
Guarantee that the obligations of the Parent Guarantor shall be absolute and unconditional and shall not be discharged, impaired or varied except by the payment and performance of all obligations of the Company under the Financing Agreements in
accordance with their respective terms as each may be amended or modified from time to time. Without limiting the foregoing, it is understood that repeated and successive 

  
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demands may be made and recoveries may be had hereunder as and when, from time to time, the Company or the Parent Guarantor shall default under or in respect of the terms of the Financing
Agreements and that notwithstanding recovery hereunder for or in respect of any given default or defaults by the Company or the Parent Guarantor under the Financing Agreements (including this Parent Guarantee), this Parent Guarantee shall remain in
full force and effect and shall apply to each and every subsequent default. All waivers herein contained shall be without prejudice to the holders at their respective options to proceed against the Company, the Parent Guarantor or other Person,
whether by separate action or by joinder. 
 (d) The Parent Guarantor hereby consents and agrees that any holder or holders from
time to time, with or without any further notice to or assent from the Parent Guarantor may, without in any manner affecting the liability of the Parent Guarantor under this Parent Guarantee, and upon such terms and conditions as any such holder or
holders may deem advisable: 
 (i) extend in whole or in part (by renewal or otherwise), modify, change,
compromise, release or extend the duration of the time for the performance or payment of any debt, liability or obligation of the Company or the Parent Guarantor or of any other Person secondarily or otherwise liable for any debt, liability or
obligations of the Company under the Financing Agreements, or waive any Default or Event of Default with respect thereto, or waive, modify, amend or change any provision of any other agreement or waive this Parent Guarantee; or 

(ii) sell, release, surrender, modify, impair, exchange or substitute any and all property, of any nature and from
whomsoever received, held by, or for the benefit of, any such holder as direct or indirect security for the payment or performance of any debt, liability or obligation of the Company, the Parent Guarantor or of any other Person secondarily or
otherwise liable for any debt, liability or obligation of the Company under the Financing Agreements; or 
 (iii)
settle, adjust or compromise any claim of the Company or the Parent Guarantor against any other Person secondarily or otherwise liable for any debt, liability or obligation of the Company under the Financing Agreements. 

The Parent Guarantor hereby ratifies and confirms any such extension, renewal, change, sale, release, waiver, surrender, exchange, modification,
amendment, impairment, substitution, settlement, adjustment or compromise and that the same shall be binding upon it, and hereby waives, to the fullest extent permitted by law, any and all defenses, counterclaims or offsets which it might or could
have by reason thereof, it being understood that the Parent Guarantor shall at all times be bound by this Parent Guarantee and remain liable hereunder. 
 (e) All rights of any holder may be transferred or assigned at any time in accordance with this Agreement and shall be considered to be transferred or assigned at any time or from time to time upon the
transfer of such Note in accordance with the terms of this Agreement without the consent of or notice to the Parent Guarantor. 

  
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 (f) No holder shall be under any obligation: (i) to marshal any assets in favor of the
Parent Guarantor or in payment of any or all of the liabilities of the Company or the Parent Guarantor under or in respect of the Notes or the obligations of the Company and the Parent Guarantor under the Financing Agreements or (ii) to pursue
any other remedy that the Parent Guarantor may or may not be able to pursue itself and that may lighten the Parent Guarantor’s burden, any right to which the Parent Guarantor hereby expressly waives. 

Section 23.3. Full Recourse Obligations. The obligations of the Parent Guarantor set forth herein constitute the full
recourse obligations of the Parent Guarantor enforceable against it to the full extent of all its assets and properties. 

Section 23.4. Waiver. The Parent Guarantor unconditionally waives, to the extent permitted by applicable law:

 (a) notice of any of the matters referred to in Section 23.2; 

(b) notice to the Parent Guarantor of the incurrence of any of the Guaranteed Obligations, notice to the Parent Guarantor
of any breach or default by the Company or the Parent Guarantor with respect to any of the Guaranteed Obligations or any other notice that may be required, by statute, rule of law or otherwise, to preserve any rights of any holder against the Parent
Guarantor; 
 (c) presentment to the Company or the Parent Guarantor or of payment from the Company or the Parent
Guarantor with respect to any Note or other Guaranteed Obligation or protest for nonpayment or dishonor; 
 (d)
any right to the enforcement, assertion, exercise or exhaustion by any holder of any right, power, privilege or remedy conferred in any Note, the other Financing Agreements or otherwise; 

(e) any requirement of diligence on the part of any holder; 

(f) any requirement to mitigate the damages resulting from any default under the Notes or the other Financing Agreements;

 (g) any notice of any sale, transfer or other disposition of any right, title to or interest in any Note or
other Guaranteed Obligation by any holder, assignee or participant thereof, or in the other Financing Agreements; 
 (h) any release of the Parent Guarantor from its obligations hereunder resulting from any loss by it of its rights of subrogation hereunder; and 

(i) any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge, release or defense
of a guarantor or surety or which might otherwise limit recourse against the Parent Guarantor. 

  
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 Section 23.5. Waiver of Subrogation. 

Notwithstanding any payment or payments made by the Parent Guarantor hereunder, or any application by any holder of any security or of
any credits or claims, the Parent Guarantor will not exercise any rights of any holder or of the Parent Guarantor against the Company to recover the amount of any payment made by the Parent Guarantor to any holder hereunder by way of any claim,
remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and the Parent Guarantor shall not exercise any right of recourse to or any claim
against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), the Parent Guarantor hereby expressly waives any right to exercise any claim, right or
remedy which the Parent Guarantor may now have or hereafter acquire against the Company or any other Person that arises under the Notes, the other Financing Agreements or from the performance by the Parent Guarantor of the Guaranty hereunder
including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of any holder against the Company or the Parent Guarantor, or any security that any holder
now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to the Parent Guarantor by the Company after payment in full of the
Guaranteed Obligations, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this
Parent Guarantee shall be automatically reinstated and such amount shall be held in trust for the benefit of the holders and shall forthwith be paid to the holders to be credited and applied to the Guaranteed Obligations, whether matured or
unmatured. The provisions of this Section 23.5 shall survive the termination of this Parent Guarantee, and any satisfaction and discharge of the Company by virtue of any payment, court order or any federal, state or provincial law. 

Section 23.6. Subordination. If the Parent Guarantor becomes the holder of any indebtedness payable by the Company,
the Parent Guarantor hereby subordinates all indebtedness owing to it from the Company to all indebtedness of the Company to the holders, and agrees that, during the continuance of any Event of Default, it shall not accept any payment on the same
until payment in full of the Guaranteed Obligations and shall in no circumstance whatsoever attempt to set-off or reduce any obligations hereunder because of such indebtedness. If any amount shall nevertheless be paid in violation of the foregoing
to the Parent Guarantor by the Company prior to payment in full of the Guaranteed Obligations, such amount shall be held in trust for the benefit of the holders and shall forthwith be paid to the holders to be credited and applied to the Guaranteed
Obligations, whether matured or unmatured, provided further, and notwithstanding this Section 23.6 to the contrary, and for the avoidance of doubt, amounts paid to and accepted by the Parent Guarantor on indebtedness payable by the
Company to the Parent Guarantor during the non-existence of an Event of Default are permitted and may be retained by the Parent Guarantor. 
 Section 23.7. Effect of Bankruptcy Proceedings, Etc. (a) If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all
or any part of, the Guaranteed Obligations, any holder is for any reason compelled to surrender 

  
 -58-








 
or voluntarily surrenders (under circumstances in which it believes it could reasonably be expected to be so compelled if it did not voluntarily surrender), such payment or proceeds to any Person
(i) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a
diversion of trust funds or (ii) for any other similar reason, including, without limitation, (x) any judgment, decree or order of any court or administrative body having jurisdiction over any holder or any of their respective properties
or (y) any settlement or compromise of any such claim effected by any holder with any such claimant (including the Company), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this
Parent Guarantee shall continue in full force as if such payment or proceeds had not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any Guaranteed Obligations or otherwise,
and the Parent Guarantor shall be liable to pay the holders, and hereby does indemnify the holders and hold them harmless for, the amount of such payment or proceeds so surrendered and all expenses (including reasonable attorneys’ fees, court
costs and expenses attributable thereto) incurred by any holder in defense of any claim made against any of them that any payment or proceeds received by any holder in respect of all or part of the Guaranteed Obligations must be surrendered. The
provisions of this Section 23.7(a) shall survive the termination of this Parent Guarantee, and any satisfaction and discharge of the Company by virtue of any payment, court order or any federal or state law. 

(b) If an event permitting the acceleration of the maturity of any of the Guaranteed Obligations shall at any time have occurred and be
continuing, and such acceleration shall at such time be prevented by reason of the pendency against the Company or any other Person of any case or proceeding contemplated by Section 23.7(a) hereof, then, for the purpose of defining the
obligation of the Parent Guarantor under this Parent Guarantee, the maturity of the principal amount of the Guaranteed Obligations shall be deemed to have been accelerated with the same effect as if an acceleration had occurred in accordance with
the terms of such Guaranteed Obligations, and the Parent Guarantor shall forthwith pay such principal amount, all accrued and unpaid interest thereon, and all other Guaranteed Obligations, due or that would have become due but for such case or
proceeding, without further notice or demand. 
 Section 23.8. Term of Guarantee. This Parent Guarantee and
all guarantees, covenants and agreements of the Parent Guarantor contained herein shall continue in full force and effect and shall not be discharged until such time as all of the principal of and interest on the Notes, the other Guaranteed
Obligations and other independent payment obligations of the Parent Guarantor under this Parent Guarantee shall be indefeasibly paid in cash and performed in full. 
 SECTION 24. MISCELLANEOUS. 

Section 24.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of
any of the parties hereto bind and inure to the benefit of their respective successors and permitted assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not. 

  
 -59-








 Section 24.2. Payments Due on Non-Business Days. Anything in this
Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or
Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next
succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days
elapsed in the computation of interest payable on such next succeeding Business Day. 
 Section 24.3. Accounting
Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations
made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP and all amounts shall be presented in Dollars. For purposes of determining compliance with the
financial covenants contained in this Agreement, any election by any Obligor to measure any financial liability using fair value (as permitted by International Accounting Standard 39 or any similar accounting standard) shall be disregarded and such
determination shall be made as if such election had not been made. 
 Section 24.4. Severability. Any
provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. 

Section 24.5. Construction, etc. Each covenant contained herein shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein
refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 

For the avoidance of doubt, (i) all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof,
(ii) the term “or” is not exclusive, (iii) the term “including” means “including without limitation,” “including but not limited to” or words of similar import, (iv) words in the singular
include the plural, and in the plural include the singular, and (v) the word “will” shall be interpreted to express a command. 
 Section 24.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.
Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 

  
 -60-








 Section 24.7. Governing Law. This Agreement 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 permit the application of the laws of a jurisdiction other than
such State. 
 Section 24.8. Jurisdiction and Process; Waiver of Jury Trial. (a) Each Obligor
irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To
the fullest extent permitted by applicable law, each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may
now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 

(b) Each Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature
referred to in Section 24.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 19 or at such other
address of which such holder shall then have been notified pursuant to said Section. Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery
receipt furnished by the United States Postal Service or any reputable commercial delivery service. 
 (c) The Parent Guarantor
hereby irrevocably appoints C T Corporation System to receive for it, and on its behalf, service of process in the United States in connection with this Agreement and the Notes. Service of process on C T Corporation System in connection with the
foregoing appointment must be made at the following address: C T Corporation System, 111 Eight Avenue, 13th Floor, New York, New York 10011 (telephone number: 212-894-8800). 
 (d) Nothing in this Section 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to
bring proceedings against any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 

(e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other
document executed in connection herewith or therewith. 
 Section 24.9. Obligation to Make Payment in Dollars.
(a) Any payment on account of an amount that is payable hereunder or under the Notes in Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or


  
 -61-








 
order or the enforcement thereof or the realization of any security or the liquidation of either Obligor, shall constitute a discharge of the obligation of each Obligor under this Agreement or
the Notes only to the extent of the amount of Dollars which such holder could purchase in the foreign exchange markets in New York, New York, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange
prevailing on the Business Day following receipt of the payment first referred to above. If the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such holder, each Obligor jointly and severally agrees
to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an
obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to
time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. 

*   *   *   *   * 

  
 -62-








 If you are in agreement with the foregoing, please sign the form of agreement on a
counterpart of this Agreement and return it to the Obligors, whereupon this Agreement shall become a binding agreement between you and the Obligors. 
  


			
	 Very truly yours,
  

CHICAGO BRIDGE & IRON COMPANY

    (DELAWARE), as the Company

		
	By:	 	/s/ RONALD A. BALLSCHMIEDE
	 Name: Ronald A. Ballschmiede
 Title: Authorized Signatory
  

	 CHICAGO BRIDGE & IRON COMPANY N.V., as the

    Parent Guarantor

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

		
	By:	 	/s/ RONALD A. BALLSCHMIEDE
	 Name: Ronald A. Ballschmiede
 Title: Director




  
 -63-









			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	 AMERICAN HOME ASSURANCE COMPANY

CHARTIS PROPERTY CASUALTY COMPANY
 COMMERCE AND INDUSTRY INSURANCE COMPANY
 NEW HAMPSHIRE INSURANCE COMPANY

THE INSURANCE COMPANY OF THE STATE OF
PENNSYLVANIA SUNAMERICA LIFE INSURANCE COMPANY
 THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY
OF NEW YORK
 WESTERN NATIONAL LIFE
INSURANCE COMPANY
 THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY

				
		 		  	By:	 	AIG Asset Management (U.S.), LLC, as Investment Advisor
				
		 		  	By  	 	/s/ Lorri J. White
		 		  		 	Name:	  	Lorri J. White
		 		  		 	Title:	  	Managing Director

  







			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	MIDLAND NATIONAL LIFE INSURANCE COMPANY
				
		 		  	By:	 	Guggenheim Partners Investment Management, LLC
				
		 		  	By  	 	/s/ Anne B. Walsh
		 		  		 	Name:	  	Anne B. Walsh
		 		  		 	Title:	  	Senior Managing Director
			
		 		  	NORTH AMERICAN COMPANY FOR LIFE AND HEALTH
INSURANCE
				
		 		  	By:	 	Guggenheim Partners Investment Management, LLC
				
		 		  	By  	 	/s/ Anne B. Walsh
		 		  		 	Name:	  	Anne B. Walsh
		 		  		 	Title:	  	Senior Managing Director
			
		 		  	SECURITY BENEFIT LIFE INSURANCE COMPANY
				
		 		  	By:	 	 Guggenheim Partners Investment Management, LLC, as
Sub-Advisor

				
		 		  	By  	 	/s/ Anne B. Walsh
		 		  		 	Name:	  	Anne B. Walsh
		 		  		 	Title:	  	Senior Managing Director
			
		 		  	WILTON REASSURANCE COMPANY
				
		 		  	By:	 	Guggenheim Partners Investment Management, LLC
				
		 		  	By  	 	/s/ Anne B. Walsh
		 		  		 	Name:	  	Anne B. Walsh
		 		  		 	Title:	  	Senior Managing Director








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	TEXAS LIFE INSURANCE COMPANY
				
		 		  	By:	 	Guggenheim Partners Investment Management, LLC
				
		 		  	By  	 	/s/ Anne B. Walsh
		 		  		 	Name:	  	Anne B. Walsh
		 		  		 	Title:	  	Senior Managing Director
			
		 		  	WILTON REASSURANCE COMPANY OF NEW YORK
				
		 		  	By:	 	Guggenheim Partners Investment Management, LLC
				
		 		  	By  	 	/s/ Anne B. Walsh
		 		  		 	Name:	  	Anne B. Walsh
		 		  		 	Title:	  	Senior Managing Director
			
		 		  	 WILSHIRE INSTITUTIONAL MASTER FUND SPC
–
GUGGENHEIM ALPHA SEGREGATED PORT

				
		 		  	By:	 	Guggenheim Partners Investment Management, LLC
				
		 		  	By  	 	/s/ Anne B. Walsh
		 		  		 	Name:	  	Anne B. Walsh
		 		  		 	Title:	  	Senior Managing Director








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	RETIREMENT SYSTEM OF THE TENNESSEE VALLEY
AUTHORITY
				
		 		  	By:	 	Guggenheim Partners Investment Management, LLC
				
		 		  	By  	 	/s/ Anne B. Walsh
		 		  		 	Name:	  	Anne B. Walsh
		 		  		 	Title:	  	Senior Managing Director
			
		 		  	SECURITY INCOME FUND – MACRO OPPORTUNITIES SERIES
				
		 		  	By:	 	Guggenheim Partners Investment Management, LLC
				
		 		  	By  	 	/s/ Anne B. Walsh
		 		  		 	Name:	  	Anne B. Walsh
		 		  		 	Title:	  	Senior Managing Director
			
		 		  	SECURITY INCOME FUND – TOTAL RETURN BOND
SERIES
				
		 		  	By:	 	Guggenheim Partners Investment Management, LLC
				
		 		  	By  	 	/s/ Anne B. Walsh
		 		  		 	Name:	  	Anne B. Walsh
		 		  		 	Title:	  	Senior Managing Director








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	EQUITRUST LIFE INSURANCE COMPANY
				
		 		  	By:	 	 Guggenheim Partners Investment Management, LLC,
as Advisor

				
		 		  	By  	 	/s/ Anne B. Walsh
		 		  		 	Name:	  	Anne B. Walsh
		 		  		 	Title:	  	Senior Managing Director
			
		 		  	HORACE MANN LIFE INSURANCE COMPANY
				
		 		  	By:	 	Guggenheim Partners Investment Management, LLC
				
		 		  	By  	 	/s/ Anne B. Walsh
		 		  		 	Name:	  	Anne B. Walsh
		 		  		 	Title:	  	Senior Managing Director
			
		 		  	SECURITY INCOME FUND – U.S. INTERMEDIATE BOND SERIES
				
		 		  	By:	 	Security Investors, LLC as Investment Advisor
				
		 		  	By  	 	/s/ Amy J. Lee
		 		  		 	Name:	  	Amy J. Lee
		 		  		 	Title:	  	Senior Vice President








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	SBL FUND – SERIES E
				
		 		  	By	 	Security Investors, LLC as Investment Advisor
				
		 		  	By  	 	/s/ Amy J. Lee
		 		  		 	Name:	  	Amy J. Lee
		 		  		 	Title:	  	Senior Vice President
			
		 		  	THE CALIFORNIA ENDOWMENT
				
		 		  	By:	 	Guggenheim Partners Investment Management, LLC
				
		 		  	By  	 	/s/ Anne B. Walsh
		 		  		 	Name:	  	Anne B. Walsh
		 		  		 	Title:	  	Senior Managing Director
			
		 		  	RYDEX SERIES FUNDS – LONG SHORT INTEREST RATE
STRATEGY FUND
				
		 		  	By:	 	Security Investors, LLC as Investment Advisor
				
		 		  	By  	 	/s/ Amy J. Lee
		 		  		 	Name:	  	Amy J. Lee
		 		  		 	Title:	  	Senior Vice President








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	 UNITED SERVICES AUTOMOBILE ASSOCIATION

CATASTROPHE REINSURANCE COMPANY
 USAA CASUALTY INSURANCE COMPANY
 USAA
GENERAL INDEMNITY COMPANY
 GARRISON PROPERTY &
CASUALTY INSURANCE COMPANY

				
		 		  	By  	 	/s/ Donna J. Baggerby
		 		  		 	Name:	  	Donna J. Baggerby
		 		  		 	Title:	  	Vice President
			
		 		  	USAA LIFE INSURANCE COMPANY
				
		 		  	By  	 	/s/ John Spear
		 		  		 	Name:	  	John Spear
		 		  		 	Title:	  	Vice President








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	 METLIFE INVESTORS INSURANCE COMPANY 

by Metropolitan Life Insurance Company, its Investment Manager

 
 FIRST METLIFE INVESTORS
INSURANCE COMPANY 
 by Metropolitan Life Insurance Company, its
Investment Manager
  
 GENERAL AMERICAN
LIFE INSURANCE COMPANY 
 by Metropolitan Life Insurance
Company, its Investment Manager
  
 METLIFE
INVESTORS USA INSURANCE COMPANY 
 by Metropolitan Life
Insurance Company, its Investment Manager
  

METLIFE INSURANCE COMPANY OF CONNECTICUT 

by Metropolitan Life Insurance Company, its Investment Manager

 
 METROPOLITAN LIFE INSURANCE
COMPANY

				
		 		  	By  	 	/s/ Judith A. Gulotta
		 		  		 	Name:	  	Judith A. Gulotta
		 		  		 	Title:	  	Managing Director
			
		 		  	 METLIFE ALICO LIFE INSURANCE K.K.

 
 by MetLife Investment Management, LLC, its
Investment Manager

				
		 		  	By:  	 	/s/ Judith A. Gulotta
		 		  		 	Name:	  	Judith A. Gulotta
		 		  		 	Title:	  	Managing Director








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	 THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
  
 NORTHWESTERN LONG
TERM CARE INSURANCE COMPANY

				
		 		  	By  	 	/s/ Howard Stern
		 		  		 	Name:	  	Howard Stern
		 		  		 	Its Authorized Agent








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	 ING LIFE INSURANCE AND ANNUITY COMPANY

ING USA ANNUITY AND LIFE INSURANCE COMPANY

RELIASTAR LIFE INSURANCE COMPANY

				
		 		  	By:	 	ING Investment Management LLC, as Agent
				
		 		  	By  	 	/s/ Paul Aronson
		 		  		 	Name:	  	Paul Aronson
		 		  		 	Title:	  	Senior Vice President








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	FIDELITY & GUARANTY LIFE INSURANCE COMPANY
				
		 		  	By:  	 	/s/ Thomas Cunningham
		 		  		 		  	Thomas Cunningham
		 		  		 		  	Vice President








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
				
		 		  	By:	 	Delaware Investment Advisors, a series of Delaware Management Business Trust, Attorney in Fact
					
		 		  		 	By:  	  	/s/ Karl H. Spaeth, Jr
		 		  		 		  	Karl H. Spaeth, Jr., Vice President
			
		 		  	LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
				
		 		  	By:	 	Delaware Investment Advisors, a series of Delaware Management Business Trust, Attorney in Fact
					
		 		  		 	By:  	  	/s/ Karl H. Spaeth, Jr
		 		  		 		  	Karl H. Spaeth, Jr., Vice President








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	 NATIONWIDE LIFE INSURANCE COMPANY

NATIONWIDE LIFE AND ANNUITY INSURANCE
COMPANY

				
		 		  	By:  	 	/s/ Jason M. Comisar
		 		  		 		  	Jason M. Comisar
		 		  		 		  	Authorized Signatory








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
				
		 		  	By:	 	Babson Capital Management LLC as Investment Advisor
				
		 		  	By:  	 	/s/ Mark Ackerman
		 		  		 	Name:	  	Mark Ackerman
		 		  		 	Title:	  	Managing Director
			
		 		  	C.M. LIFE INSURANCE COMPANY
				
		 		  	By:	 	Babson Capital Management LLC as Investment Advisor
				
		 		  	By:  	 	/s/ Mark Ackerman
		 		  		 	Name:	  	Mark Ackerman
		 		  		 	Title:	  	Managing Director








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	UNITED OF OMAHA LIFE INSURANCE COMPANY
				
		 		  	By:  	 	/s/ Curtis R. Caldwell
		 		  		 	Name:	  	Curtis R. Caldwell
		 		  		 	Title:	  	Senior Vice President
			
		 		  	MUTUAL OF OMAHA INSURANCE COMPANY
				
		 		  	By:  	 	/s/ Curtis R. Caldwell
		 		  		 	Name:	  	Curtis R. Caldwell
		 		  		 	Title:	  	Senior Vice President
			
		 		  	COMPANION LIFE INSURANCE COMPANY
				
		 		  	By:  	 	/s/ Curtis R. Caldwell
		 		  		 	Name:	  	Curtis R. Caldwell
		 		  		 	Title:	  	An Authorized Signator








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	MODERN WOODMEN OF AMERICA
				
		 		  	By:  	 	/s/ Michael E. Dau
		 		  		 	Name:	  	Michael E. Dau
		 		  		 	Title:	  	Treasurer & Investment Manager








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
				
		 		  	By:  	 	/s/ Jeffrey A. Fossell
		 		  		 	Name:	  	Jeffrey A. Fossell
		 		  		 	Title:	  	Authorized Signatory








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	 CMFG LIFE INSURANCE COMPANY

CMFG LIFE INSURANCE COMPANY-MODCO
 CUMIS INSURANCE SOCIETY, INC.

				
		 		  	By:	 	 MEMBERS Capital Advisors, Inc.
 Acting as Investment Advisor

				
		 		  	By:  	 	/s/ Allen R. Cantrell
		 		  		 	Name:	  	Allen R. Cantrell
		 		  		 	Title:	  	Managing Director, Investments








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	LIFE INSURANCE COMPANY OF SOUTHWEST
				
		 		  	By:  	 	/s/ R. Scott Higgins
		 		  		 	Name:	  	R. Scott Higgins
		 		  		 	Title:	  	Senior Vice President Sentinel Asset Management








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA
				
		 		  	By:	 	Conning, Inc., as Investment Manager
				
		 		  	By:  	 	/s/ Samuel Otchere
		 		  		 	Name:	  	Samuel Otchere
		 		  		 	Title:	  	Director
			
		 		  	PRIMERICA LIFE INSURANCE COMPANY
				
		 		  	By:	 	Conning, Inc., as Investment Manager
				
		 		  	By:  	 	/s/ Samuel Otchere
		 		  		 	Name:	  	Samuel Otchere
		 		  		 	Title:	  	Director
			
		 		  	AMERICAN HEALTH AND LIFE INSURANCE COMPANY
				
		 		  	By:	 	Conning, Inc., as Investment Manager
				
		 		  	By:  	 	/s/ Samuel Otchere
		 		  		 	Name:	  	Samuel Otchere
		 		  		 	Title:	  	Director
			
		 		  	NATIONAL BENEFIT LIFE INSURANCE COMPANY
				
		 		  	By:	 	Conning, Inc., as Investment Manager
				
		 		  	By:  	 	/s/ Samuel Otchere
		 		  		 	Name:	  	Samuel Otchere
		 		  		 	Title:	  	Director
			
		 		  	TRITON INSURANCE COMPANY
				
		 		  	By:	 	Conning, Inc., as Investment Manager
				
		 		  	By:  	 	/s/ Samuel Otchere
		 		  		 	Name:	  	Samuel Otchere
		 		  		 	Title:	  	Director








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	PHOENIX LIFE INSURANCE COMPANY
				
		 		  	By:  	 	/s/ Paul M. Chute
		 		  		 	Name:	  	Paul M. Chute
		 		  		 	Title:	  	Senior Managing Director, Private Placements
			
		 		  	PHL VARIABLE INSURANCE COMPANY
				
		 		  	By:  	 	/s/ Paul M. Chute
		 		  		 	Name:	  	Paul M. Chute
		 		  		 	Title:	  	Its Duly Authorized Officer








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	FARM BUREAU LIFE INSURANCE COMPANY
				
		 		  	By:  	 	/s/ Herman L. Riva
		 		  		 	Name:	  	Herman L. Riva
		 		  		 	Title:	  	Securities Vice President








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY
				
		 		  	By:  	 	/s/ David Divine
		 		  		 	Name:	  	David Divine
		 		  		 	Title:	  	Portfolio Manager








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	ASSURITY LIFE INSURANCE COMPANY
				
		 		  	By:  	 	/s/ Victor Weber
		 		  		 	Name:	  	Victor Weber
		 		  		 	Title:	  	Senior Director – Investments








			
	 Chicago Bridge & Iron Company (Delaware)
 Chicago Bridge & Iron Company N.V.
	 	Note Purchase and Guarantee Agreement

  

									
	 This Agreement is hereby

accepted and agreed to as
 of the date
thereof.
	 		  		 		  	
			
		 		  	PAN-AMERICAN LIFE INSURANCE COMPANY
				
		 		  	By:  	 	/s/ Lisa Bandot
		 		  		 	Name:	  	Lisa Bandot
		 		  		 	Title:	  	Vice President, Securities







 Schedule A 
 Attached. 






 [NAME AND ADDRESS OF
COMPANY] 
 INFORMATION RELATING TO PURCHASERS

  

					
		  	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT OF
[SERIES      
       ] NOTES TO BE

PURCHASED

			
		  	[NAME OF PURCHASER]	  	$                        
			
	(1)	  	 All payments by wire transfer of immediately available funds to:

 
         with sufficient information to
identify the source and application of such funds.
	  	
			
	(2)	  	All notices of payments and written confirmations of such wire transfers:	  	
			
	(3)	  	All other communications:	  	








					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 COMMERCE AND INDUSTRY
INSURANCE COMPANY
 c/o AIG Asset Management
 2929 Allen Parkway, A36-04
 Houston, Texas 77019-2155

Attn: Private Placements - Portfolio Operations

Fax: (713) 831-1072
 Email:
aiggigpvtplacementoperations@aig.com
	  	B	  	$15,000,000

 Payments 
 All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if
applicable) to identify the source and application of such funds, to: 
 The Bank of New York Mellon 

ABA # 021-000-018 

Account Number: GLA111566 
 Account Name: COMMERCE & INDUSTRY INSURANCE CO.; Account No: 554939 

Reference: PPN 16725* AB6 and Prin.: $            ; Int.:
$             
 Notices 

All notices of payment, audit confirmations and related correspondence to: 
 Commerce and Industry Insurance Company (554939) 
 c/o AIG Asset Management

 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 
 Attn: Private Placements - Portfolio Operations

 Fax: (713) 831-1072 OR Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com 

Duplicate payment notices (only) to: 
 Commerce and Industry Insurance Company (554939) 
 c/o The Bank of New York Mellon

 Attn: P & I Department 
 Fax: (718) 315-3076 
 Notices with respect to compliance reporting information* to:

 AIG Asset Management 
 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements – Compliance 
 Email: complianceprivateplacements@aig.com 
 SCHEDULE A 

(to Note Purchase Agreement) 







	*Note:	Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment advisor.


 Physical Delivery of Note 
 The Bank of New York Mellon 
 One Wall Street –
3rd Floor / Window A 

New York, N.Y. 10286 
 Attn: Sammy Yankanah, Phone: (212) 635-7077 
 Account Name: COMMERCE AND
INDUSTRY INSURANCE COMPANY 
 Account Number: 554939 
 Name of Nominee in which Notes are to be issued: HARE & CO. 
 Taxpayer I.D. Number for
HARE & CO. : 13-6062916 
 Taxpayer I.D. Number for Commerce and Industry Insurance Company: 13-1938623 

  
 A-2









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 AMERICAN HOME ASSURANCE COMPANY

c/o AIG Asset Management
 2929 Allen Parkway,
A36-04
 Houston, Texas 77019-2155

Attn: Private Placements - Portfolio Operations

Fax: (713) 831-1072
 Email:
aiggigpvtplacementoperations@aig.com
	  	B	  	$10,000,000

 Payments 
 All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if
applicable) to identify the source and application of such funds, to: 
 The Bank of New York Mellon 

ABA # 021-000-018 

Account Number: GLA111566 
 For Further Credit to: AMERICAN HOME ASSURANCE CO.; Account No. 554933 

Reference: PPN 16725* AB6 and Prin.: $            ; Int.:
$             
 Notices 

All notices of payment, audit confirmations and related correspondence to: 
 American Home Assurance Company (554933) 
 c/o AIG Asset Management 

2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 
 Attn: Private Placements - Portfolio Operations

 Fax: (713) 831-1072 OR Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com 

Duplicate payment notices (only) to: 
 American Home Assurance Company (554933) 
 c/o The Bank of New York Mellon

 Attn: P & I Department 
 Fax: (718) 315-3076 

  
 A-3








 Notices with respect to compliance reporting information* to: 

AIG Asset Management 
 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements – Compliance 
 Email: complianceprivateplacements@aig.com 
  

	*Note:	Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment advisor.


 Physical Delivery of Note 
 The Bank of New York Mellon 
 One Wall Street –
3rd Floor / Window A 

New York, N.Y. 10286 
 Attn: Sammy Yankanah, Phone: (212) 635-7077 
 Account Name: AMERICAN HOME
ASSURANCE CO. 
 Account Number: 554933 
 Name of Nominee in which Notes are to be issued: HARE & CO. 
 Taxpayer I.D. Number for
HARE & CO. : 13-6062916 
 Taxpayer I.D. Number for American Home Assurance Company: 13-5124990 

  
 A-4









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 CHARTIS PROPERTY CASUALTY COMPANY

c/o AIG Asset Management
 2929 Allen Parkway,
A36-04
 Houston, Texas 77019-2155

Attn: Private Placements - Portfolio Operations

Fax: (713) 831-1072
 Email:
aiggigpvtplacementoperations@aig.com
	  	B	  	$9,000,000

 Payments 
 All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if
applicable) to identify the source and application of such funds, to: 
 The Bank of New York Mellon 

ABA # 021-000-018 
 Account Number: GLA111566 
 For Further Credit to: CHARTIS PROPERTY CASUALTY
CO.; Account No. 554903 
 Reference: PPN 16725* AB6 and Prin.:
$            ; Int.: $             
 Notices 
 All notices of payment, audit confirmations and related correspondence to:

 Chartis Property Casualty Company (554903) 
 c/o AIG Asset Management 
 2929 Allen Parkway, A36-04 

Houston, Texas 77019-2155 
 Attn: Private Placements - Portfolio Operations 
 Fax: (713) 831-1072 OR
Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com 
 Duplicate payment notices (only) to: 

Chartis Property Casualty Company (554903) 
 c/o The Bank of New York Mellon 
 Attn: P & I Department 

Fax: (718) 315-3076 

Notices with respect to compliance reporting information* to: 
 AIG Asset Management 
 2929 Allen Parkway, A36-04 

Houston, Texas 77019-2155 
 Attn: Private Placements – Compliance 
 Email:
complianceprivateplacements@aig.com 

  
 A-5









	*Note:	Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment advisor.


 Physical Delivery of Note 
 The Bank of New York Mellon 
 One Wall Street –
3rd Floor / Window A 

New York, N.Y. 10286 
 Attn: Sammy Yankanah, Phone: (212) 635-7077 
 Account Name: CHARTIS PROPERTY
CASUALTY COMPANY 
 Account Number: 554903 
 Name of Nominee in which Notes are to be issued: HARE & CO. 
 Taxpayer I.D. Number for
HARE & CO. : 13-6062916 
 Taxpayer I.D. Number for Chartis Property Casualty Company: 25-1118791 

  
 A-6









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 NEW HAMPSHIRE INSURANCE COMPANY

c/o AIG Asset Management
 2929 Allen Parkway,
A36-04
 Houston, Texas 77019-2155

Attn: Private Placements - Portfolio Operations

Fax: (713) 831-1072
 Email:
aiggigpvtplacementoperations@aig.com
	  	B	  	$9,000,000

 Payments 
 All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if
applicable) to identify the source and application of such funds, to: 
 The Bank of New York Mellon 

ABA # 021-000-018 

Account Number: GLA111566 
 For Further Credit to: NEW HAMPSHIRE INSURANCE CO.; Account No: 554946 
 Reference:
PPN 16725* AB6 or Cusip #; and Prin.: $            ; Int.: $             

Notices 
 All notices of payment,
audit confirmations and related correspondence to: 
 New Hampshire Insurance Company (554946) 

c/o AIG Asset Management 
 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements - Portfolio Operations 
 Fax: (713) 831-1072 OR Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com 
 Duplicate payment
notices (only) to: 
 New Hampshire Insurance Company (554946) 

c/o The Bank of New York Mellon 
 Attn: P & I Department 
 Fax: (718) 315-3076 

Notices with respect to compliance reporting information* to: 
 AIG Asset Management 
 2929 Allen Parkway, A36-04 

Houston, Texas 77019-2155 
 Attn: Private Placements – Compliance 
 Email:
complianceprivateplacements@aig.com 

  
 A-7









	*Note:	Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment advisor.


 Physical Delivery of Note 
 The Bank of New York Mellon 
 One Wall Street –
3rd Floor / Window A 

New York, N.Y. 10286 
 Attn: Sammy Yankanah, Phone: (212) 635-7077 
 Account Name: NEW HAMPSHIRE
INSURANCE CO. 
 Account Number: 554946 
 Name of Nominee in which Notes are to be issued: HARE & CO. 
 Taxpayer I.D. Number for
HARE & CO. : 13-6062916 
 Taxpayer I.D. Number for New Hampshire Insurance Company: 25-0687550 

  
 A-8









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 THE INSURANCE COMPANY OF THE STATE
OF PENNSYLVANIA
 c/o AIG Asset Management
 2929 Allen Parkway, A36-04
 Houston, Texas 77019-2155

Attn: Private Placements - Portfolio Operations

Fax: (713) 831-1072
 Email:
aiggigpvtplacementoperations@aig.com
	  	B	  	$9,000,000

 Payments 
 All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if
applicable) to identify the source and application of such funds, to: 
 The Bank of New York Mellon 

ABA # 021-000-018 

Account Number: GLA111566 
 For Further Credit to: THE INSURANCE CO. OF STATE OF PA; 
 Account No: 554906

 Reference: PPN 16725* AB6 or Cusip #; and Prin.:
$            ; Int.: $             
 Notices 
 All notices of payment, audit confirmations and related correspondence to:

 The Insurance Company of the State of Pennsylvania (554906) 

c/o AIG Asset Management 
 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Fax: (713) 831-1072 OR Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com 
 Duplicate payment notices (only) to: 
 The Insurance Company of the State of
Pennsylvania (554906) 
 c/o The Bank of New York Mellon 
 Attn: P & I Department 
 Fax: (718) 315-3076 

  
 A-9








 Notices with respect to compliance reporting information* to: 

AIG Asset Management 
 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements – Compliance 
 Email: complianceprivateplacements@aig.com 
  

	*Note:	Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment advisor.


 Physical Delivery of Note 
 The Bank of New York Mellon 
 One Wall Street –
3rd Floor / Window A 

New York, N.Y. 10286 
 Attn: Sammy Yankanah, Phone: (212) 635-7077 
 Account Name: THE INSURANCE
COMPANY OF THE STATE OF PENNSYLVANIA 
 Account Number: 554906 
 Name of Nominee in which Notes are to be issued: HARE & CO. 
 Taxpayer I.D. Number for
HARE & CO. : 13-6062916 
 Taxpayer I.D. Number for The Insurance Company of the State of Pennsylvania: 13-5540698 

  
 A-10









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 THE UNITED STATES LIFE INSURANCE COMPANY
IN THE CITY OF NEW YORK
 c/o AIG
Asset Management
 2929 Allen Parkway, A36-04
 Houston, Texas 77019-2155
 Attn: Private Placements - Portfolio Operations

Fax: (713) 831-1072
 Email:
aiggigpvtplacementoperations@aig.com
	  	C	  	$25,000,000

 Payments 
 All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if
applicable) to identify the source and application of such funds, to: 
 State Street Bank & Trust Company 

ABA # 011-000-028 

Account Name: THE U. S. LIFE INSURANCE CO. – FSA; Fund Number PAT6 

Account Number: 1013-088-8 
 Reference: PPN 16725* AC4; and Prin.: $            ; Int.: $            

 Notices 
 All notices
of payment, audit confirmations and related correspondence to: 
 The U.S. Life Insurance Co. – FSA (PAT6) 

c/o AIG Asset Management 
 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Fax: (713) 831-1072 OR Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com 
 Duplicate payment notices (only) to: 
 The U.S. Life Insurance Co. – FSA
(PAT6) 
 c/o State Street Bank Corporation, Insurance Services 

Fax: (816) 871-5539 

  
 A-11








 Notices with respect to compliance reporting information* to: 

AIG Asset Management 
 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements – Compliance 
 Email: complianceprivateplacements@aig.com 
  

	*Note:	Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment advisor.


 Physical Delivery of Note 
 DTC 
 140 58th Street 

Brooklyn, N.Y. 11220 
 Brooklyn Army Terminal 
 3 H – Securities Processing 

Attn: Security Processing / NY Window / Robert Mendez / Building 3, Third Floor, Section G 

Account Name: THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK 

Fund Number: PA77 
 Contact: Brenda J. Sharp, Phone: (816) 871-9154 
 Name of Nominee in which Notes
are to be issued: APPLEFISH & CO. 
 Tax I.D. Number for APPLEFISH & CO. : 04-3475133 

Tax I.D. Number for The United States Life Insurance Company in the City of New York: 13-5459480 

  
 A-12









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	PRINCIPAL AMOUNT
 OF NOTES TO BE

PURCHASED

			
	 SUNAMERICA LIFE INSURANCE COMPANY

c/o AIG Asset Management
 2929 Allen Parkway,
A36-04
 Houston, Texas 77019-2155

Attn: Private Placements - Portfolio Operations
 Fax: (713) 831-1072
 Email: aiggigpvtplacementoperations@aig.com
	  	C	  	$15,000,000

 Payments 
 All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if
applicable) to identify the source and application of such funds, to: 
 The Bank of New York 

ABA # 021-000-018 

Account Number: GLA111566 
 For Further Credit to: SUNAMERICA LIFE INSURANCE CO. - ANNUITY; 
 Account
No. 113650 
 Reference: PPN 16725* AC4; and Prin.:
$            ; Int.: $             
 Notices 
 All notices of payment, audit confirmations and related correspondence to:

 SunAmerica Life Insurance Company - Annuity (113650) 
 c/o AIG Asset Management 
 2929 Allen Parkway, A36-04 

Houston, Texas 77019-2155 
 Fax: (713) 831-1072 OR Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com 
 Duplicate payment
notices (only) to: 
 SunAmerica Life Insurance Company - Annuity (113650)

c/o The Bank of New York Mellon 
 Attn: P & I Department 
 Fax: (718) 315-3076 

  
 A-13








 Notices with respect to compliance reporting information* to: 

AIG Asset Management 
 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements – Compliance 
 Email: complianceprivateplacements@aig.com 
  

	*Note:	Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment advisor.


 Physical Delivery of Note 
 The Bank of New York Mellon 
 One Wall Street, 3rd Floor – Window A 

New York, N.Y. 10286 
 Attn: Sammy Yankanah, Phone: (212) 635-7077 
 Account Name: SUNAMERICA LIFE
INSURANCE COMPANY - ANNUITY 
 Account Number: 113650 
 Name of Nominee in which Notes are to be issued: HARE & CO. 
 Taxpayer I.D. Number for
HARE & CO. : 13-6062916 
 Taxpayer I.D. Number for SunAmerica Life Insurance Company: 52-0502540 

  
 A-14









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 WESTERN NATIONAL LIFE INSURANCE COMPANY

c/o AIG Asset Management
 2929 Allen Parkway,
A36-04
 Houston, Texas 77019-2155

Attn: Private Placements - Portfolio Operations

Fax: (713) 831-1072
 Email:
aiggigpvtplacementoperations@aig.com
	  	C	  	$10,000,000

 Payments 
 All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if
applicable) to identify the source and application of such funds, to: 
 The Bank of New York Mellon 

ABA # 021-000-018 

Account Number: GLA111566 
 For Further Credit to: WESTERN NATIONAL LIFE INSURANCE CO.; 
 Account No. 260638

 Reference: PPN 16725* AC4; and Prin.: $            ;
Int.: $             
 Notices 

All notices of payment, audit confirmations and related correspondence to: 
 Western National Life Insurance Company (260638)
 c/o AIG Asset Management

 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 
 Fax: (713) 831-1072 OR Email:
AIGGIGPVTPLACEMENTOPERATIONS@aig.com 
 Duplicate payment notices (only) to: 

Western National Life Insurance Company (260638)
 c/o The Bank of New York Mellon 
 Attn: P & I Department 

Fax: (718) 315-3076 

  
 A-15








 Notices with respect to compliance reporting information* to: 

AIG Asset Management 
 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements – Compliance 
 Email: complianceprivateplacements@aig.com 
  

	*Note:	Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment advisor.


 Physical Delivery of Note 
 The Bank of New York Mellon 
 One Wall Street, 3rd Floor – Window A 

New York, N.Y. 10286 
 Attn: Sammy Yankanah, Phone: (212) 635-7077 
 Account Name: WESTERN NATIONAL
LIFE INSURANCE COMPANY 
 Account Number: 260638 
 Name of Nominee in which Notes are to be issued: HARE & CO. 
 Taxpayer I.D. Number for
HARE & CO. : 13-6062916 
 Taxpayer I.D. Number for Western National Life Insurance Company: 75-0770838 

  
 A-16









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY
 c/o AIG Asset Management
 2929 Allen Parkway, A36-04
 Houston, Texas 77019-2155

Attn: Private Placements - Portfolio Operations

Fax: (713) 831-1072
 Email:
aiggigpvtplacementoperations@aig.com
	  	D	  	$28,000,000

 Payments 
 All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if
applicable) to identify the source and application of such funds, to: 
 The Bank of New York Mellon 

ABA # 021-000-018 

Account Number: GLA111566 
 For Further Credit to: VARIABLE ANNUITY LIFE INSURANCE CO.; 
 Account No. 260735

 Reference: PPN 16725* AD2; and Prin.: $            ;
Int.: $             
 Notices 

All notices of payment, audit confirmations and related correspondence to: 
 The Variable Annuity Life Insurance Company (260735)
 c/o AIG Asset Management

 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 
 Attn: Private Placements - Portfolio Operations

 Fax: (713) 831-1072 OR Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com 

Duplicate payment notices (only) to: 
 The Variable Annuity Life Insurance Company (260735)
 c/o The Bank of New York
Mellon 
 Attn: P & I Department 
 Fax: (718) 315-3076 

  
 A-17








 Notices with respect to compliance reporting information* to: 

AIG Asset Management 
 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements – Compliance 
 Email: complianceprivateplacements@aig.com 
  

	*Note:	Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment advisor.


 Physical Delivery of Note 
 The Bank of New York Mellon 
 One Wall Street, 3rd Floor – Window A 

New York, N.Y. 10286 
 Attn: Sammy Yankanah, Phone: (212) 635-7077 
 Account Name: VARIABLE ANNUITY
LIFE INSURANCE CO. 
 Account Number: 260735 
 Name of Nominee in which Notes are to be issued: HARE & CO. 
 Taxpayer I.D. Number for
HARE & CO. : 13-6062916 
 Taxpayer I.D. Number for The Variable Annuity Life Insurance Company: 74-1625348 

  
 A-18









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 WESTERN NATIONAL LIFE INSURANCE COMPANY

c/o AIG Asset Management
 2929 Allen Parkway,
A36-04
 Houston, Texas 77019-2155

Attn: Private Placements - Portfolio Operations

Fax: (713) 831-1072
 Email:
aiggigpvtplacementoperations@aig.com
	  	D	  	$20,000,000

 Payments 
 All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if
applicable) to identify the source and application of such funds, to: 
 The Bank of New York Mellon 

ABA # 021-000-018 

Account Number: GLA111566 
 For Further Credit to: WESTERN NATIONAL REINSURANCE; Account No. 260704 

Reference: PPN or Cusip #; and Prin.: $            ; Int.:
$             
 Notices 

All notices of payment, audit confirmations and related correspondence to: 
 Western National Reinsurance (260704)
 c/o AIG Asset Management 

2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 
 Attn: Private Placements - Portfolio Operations

 Fax: (713) 831-1072 OR Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com 

Duplicate payment notices (only) to: 
 Western National Reinsurance (260704)
 c/o The Bank of New York Mellon 

Attn: P & I Department 
 Fax: (718) 315-3076 

  
 A-19








 Notices with respect to compliance reporting information* to: 

AIG Asset Management 
 2929 Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements – Compliance 
 Email: complianceprivateplacements@aig.com 
  

	*Note:	Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment advisor.


 Physical Delivery of Note 
 The Bank of New York Mellon 
 One Wall Street, 3rd Floor – Window A or Free Receive Dept. (via
registered mail) 
 New York, N.Y. 10286 
 Attention: Sammy Yankanah, Phone: (212) 635-7077 
 Account Name: WESTERN
NATIONAL REINSURANCE 
 Account Number: 260704 
 Name of Nominee in which Notes are to be issued: HARE & CO. 
 Tax I.D. Number for
HARE & CO. : 13-6062916 
 Tax I.D. Number for Western National Life Insurance Company: 75-0770838 

  
 A-20









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 EQUITRUST LIFE INSURANCE COMPANY

c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$14,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

ABA # 021000021 

JP Morgan Chase Bank, N.A. 
 FFC # 9009000127 
 Account # G10559 

Fund Name: EquiTrust – Commissioner Account - Guggenheim 
 Attn.: Rasheda Gayle 469-477-8504 
 Ref – PPN 16725* AC4 

Notices 
 All notices and
communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical
Delivery of Note 
 Mailing Address (overnight and regular mail) 

JP Morgan Chase Bank, N.A. 
 4 Chase Metrotech Center, 3rd Floor
 Brooklyn, New York 11245-0001 

Attention: Physical Receive Department 
 Attention: Brian Cavanaugh 
 Phone # 718-242-0264 

Name of Nominee in which Notes are to be issued: Cudd & Co. 
 Taxpayer I.D. Number for EquiTrust Life Insurance Company: 42-1468417 
 Taxpayer I.D. Number for
Cudd & Co.: 13-6022143 

  
 A-21









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	 
SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 SECURITY BENEFIT LIFE INSURANCE COMPANY

c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$14,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

C/O UMB Bank NA 

ABA Number 101000695 
 BNF A/C # 9800006823 
 A/C Name: SBL –-Fixed Annuity-Debt Service Reserve

 FFC: Custody# 114263.1 
 Cusip/ Security Name 
 P&I Breakdown is applicable 

Attn.: Principal & Interest Dept 
 Notices 
 All notices and communications, including notices with respect to payments,
settlements and documents to be addressed as first provided above. 
 Physical Delivery of Note 

DTC/NY WINDOW 

2450, UMB BANK FFC SBL – Fixed Annuity-Debt Service Reserve 
 Acct # 114263.1 
 55 Water Street, 1st Floor 

New York, NY 10041 
 Attn: Desiree Wright 212-855-2400 
 Account Name: SBL – Fixed Annuity-Debt
Service Reserve 
 FFC: Custody# 114263.1 
 Name of Nominee in which Notes are to be issued: UMBTRU & CO 
 Taxpayer I.D. Number for
Security Benefit Life Insurance Company: 48 - 0409770 

  
 A-22








 Taxpayer I.D. Number for UMBTRU & CO: 43-6295832 

  
 A-23









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	 
SERIES
 OF NOTES
	  	PRINCIPAL AMOUNT
 OF NOTES TO BE

PURCHASED

			
	 MIDLAND NATIONAL LIFE INSURANCE COMPANY

c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$12,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

The Bank of New York 
 ABA Number 021000018 
 Midland National Life Insurance Co RGA 1 

Custody Account Number 00002499158400 
 P&I Payment Instructions: 
  

			
	 Registered Holder:
 Bank
Name:
 ABA Number:
 Account
Number/Beneficiary:
 Bank to Bank Information:
	  	 Hare & Co.
 The Bank
of New York Mellon
 021000018
 GLA
111566
 Chicago Bridge & Iron Company (Delaware), 5.15%
 Senior Note, Series C, due December 27, 2022,
 PPN 16725* AC4. & P&I
breakdown



 Notices 
 All notices and communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical Delivery of Note 
 The Bank of New York 

One Wall Street - 3rd Floor 
 Window A 
 New York, NY 10286 

Attn: Lisa Pappa (315) 414-3728 
 Please reference: 
 Account Number 249915 

Account Name: Midland National Life Insurance Co RGA1 

  
 A-24








 Name of Nominee in which Notes are to be issued: Hare & Co. 

Taxpayer I.D. Number for Midland National Life Insurance Company: 46-0164570 
 Taxpayer I.D. Number for Hare & Co: 13-6062916 

  
 A-25









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	 
SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 MIDLAND NATIONAL LIFE INSURANCE COMPANY

c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$11,050,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

The Bank of New York 
 ABA Number 021000018 
 Midland National Life Insurance Co/ Annuity 

Custody Account Number 00002466708400 
 P&I Payment Instructions: 
  

			
	 Registered Holder:
 Bank
Name:
 ABA Number:
 Account
Number/Beneficiary:
 Bank to Bank Information:
	  	 Hare & Co.
 The Bank
of New York Mellon
 021000018
 GLA
111566
 Chicago Bridge & Iron Company (Delaware), 5.15%
 Senior Note, Series C, due December 27, 2022,
 PPN 16725* AC4. & P&I
breakdown



 Notices 
 All notices and communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical Delivery of Note 
 The Bank of New York 

One Wall Street - 3rd Floor 
 Window A 
 New York, NY 10286 

Attn: Lisa Pappa (315) 414-3728 
 Please reference: 
 Account Number 246670 

Account Name: Midland National Life Insurance Co/ Annuity 

  
 A-26








 Name of Nominee in which Notes are to be issued: Hare & Co. 

Taxpayer I.D. Number for Midland National Life Insurance Company: 46-0164570 
 Taxpayer I.D. Number for Hare & Co: 13-6062916 

  
 A-27









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	 
SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 HORACE MANN LIFE INSURANCE COMPANY

c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$11,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

C/O State Street Bank & Trust 
 ABA # 011000028 
 State Street Bank & Trust Co. 

DDA # 33449083 

Fund # E865 

Fund Name: Horace Mann Life Insurance Co. - Annuity 
 Notice of payments: 
 C/O State Street Bank & Trust

 F/A/O: Fund # E865 
 Fund Name: Horace Mann Life Insurance Co. - Annuity 
 P.O. Box 5756 

Boston, MA 02206 

Attn.: Principal & Interest Dept 
 Notices 
 All notices and communications, including notices with respect to payments,
settlements and documents to be addressed as first provided above. 
 Physical Delivery of Note 

DTCC 
 55 Water
Street 
 New York. NY 10041 
 Attn: Robert Mendez for the account of State Street 
 Fund Name: Horace Mann Life
Insurance Co. 
 Account Number E865 
 Account Name: Horace Mann Life Insurance Co. - Annuity 

  
 A-28








 Name of Nominee in which Notes are to be issued: AFTGALLEY + CO. 

Taxpayer I.D. Number for Horace Mann Life Insurance Company: 37-0726637 
 Taxpayer I.D. Number for AFTGALLEY + CO.: 04-3284184 

  
 A-29









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 NORTH AMERICAN COMPANY FOR LIFE AND
HEALTH INSURANCE
 c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$10,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

The Bank of New York 
 ABA Number 021000018 

	 	REF:	North American Company for Life and Health Insurance/ Annuity 


	 	REF AC:	2699978400 


	 	REF2:	CUSIP NUMBER/ISSUE 

 P&I Payment
Instructions: 
  

			
	 Registered Holder:
 Bank
Name:
 ABA Number:
 Account
Number/Beneficiary:
 Bank to Bank Information:
	  	 Hare & Co.
 The Bank
of New York Mellon
 021000018
 GLA
111566
 Chicago Bridge & Iron Company (Delaware), 5.15%
 Senior Note, Series C, due December 27, 2022,
 PPN 16725* AC4. & P&I
breakdown



 Notices 
 All notices and communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical Delivery of Note 
 The Bank of New York 

One Wall Street - 3rd Floor 
 Window A 
 New York, NY 10286 

Attn: Lisa Pappa (315-827-3728) 
 Account Number 269997 

  
 A-30








 Account Name: North American Company for Life and Health Insurance/ Annuity 

Name of Nominee in which Notes are to be issued: Hare & Co. 
 Taxpayer I.D. Number for North American Company for Life and Health Insurance: 36-2428931 

Taxpayer I.D. Number for Hare & Co: 13-6062916 

  
 A-31









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 MIDLAND NATIONAL LIFE INSURANCE
COMPANY
 c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$5,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

The Bank of New York 
 ABA Number 021000018 

	 	REF:	Boli Separate Account General 


	 	REF AC:	2463798400 


	 	REF2:	CUSIP NUMBER/ISSUE 

 P&I Payment
Instructions: 
  

			
	 Registered Holder:
 Bank
Name:
 ABA Number:
 Account
Number/Beneficiary:
 Bank to Bank Information:
	  	 Hare & Co.
 The Bank
of New York Mellon
 021000018
 GLA
111566
 Chicago Bridge & Iron Company (Delaware), 5.15%
 Senior Note, Series C, due December 27, 2022,
 PPN 16725* AC4. & P&I
breakdown



 Notices 
 All notices and communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical Delivery of Note 
 The Bank of New York 

One Wall Street - 3rd Floor 
 Window A 
 New York, NY 10286 

Attn: Lisa Pappa (315) 414-3728 
 Please reference: 
 Account Number 246379 

  
 A-32








 Account Name: Boli Separate Account General 

Name of Nominee in which Notes are to be issued: Hare & Co. 
 Taxpayer I.D. Number for Midland National Life Insurance Company: 46-0164570 
 Taxpayer I.D. Number
for Hare & Co: 13-6062916 

  
 A-33









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 NORTH AMERICAN COMPANY FOR LIFE AND
HEALTH INSURANCE
 c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$5,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

The Bank of New York 
 ABA Number 021000018 

	 	REF:	North American Company for Life and Health Insurance/ Main 


	 	REF AC:	2699618400 


	 	REF2:	CUSIP NUMBER 

 P&I Payment Instructions:

  

			
	 Registered Holder:
 Bank
Name:
 ABA Number:
 Account
Number/Beneficiary:
 Bank to Bank Information:
	  	 Hare & Co.
 The Bank
of New York Mellon
 021000018
 GLA
111566
 Chicago Bridge & Iron Company (Delaware), 5.15%
 Senior Note, Series C, due December 27, 2022,
 PPN 16725* AC4. & P&I
breakdown



 Notices 
 All notices and communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical Delivery of Note 
 The Bank of New York 

One Wall Street - 3rd Floor 
 Window A 
 New York, NY 10286 

Attn: Lisa Pappa Feliz (315-414-3728) 
 Account Number 269961 

  
 A-34








 Account Name: North American Company for Life and Health Insurance/ Main 

Name of Nominee in which Notes are to be issued: Hare & Co. 
 Taxpayer I.D. Number for North American Company for Life and Health Insurance: 36-2428931 

Taxpayer I.D. Number for Hare & Co: 13-6062916 

  
 A-35









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	 
SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 MIDLAND NATIONAL LIFE INSURANCE
COMPANY
 c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$4,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

The Bank of New York 
 ABA Number 021000018 

	 	REF:	Midland National Life Insurance Co/ MAIN 


	 	REF AC:	2463768400 


	 	REF2:	CUSIP NUMBER 

 P&I Payment Instructions:

  

			
	 Registered Holder:
 Bank
Name:
 ABA Number:
 Account
Number/Beneficiary:
 Bank to Bank Information:
	  	 Hare & Co.
 The Bank
of New York Mellon
 021000018
 GLA
111566
 Chicago Bridge & Iron Company (Delaware), 5.15%
 Senior Note, Series C, due December 27, 2022,
 PPN 16725* AC4. & P&I
breakdown



 Notices 
 All notices and communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical Delivery of Note 
 The Bank of New York 

One Wall Street - 3rd Floor 
 Window A 
 New York, NY 10286 

Attn: Lisa Pappa (315) 414-3728 
 Please reference: 
 Account Number 246376 

  
 A-36








 Account Name: Midland National Life Insurance Co/ MAIN 

Name of Nominee in which Notes are to be issued: Hare & Co. 
 Taxpayer I.D. Number for Midland National Life Insurance Company: 46-0164570 
 Taxpayer I.D. Number
for Hare & Co: 13-6062916 

  
 A-37









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 WILTON REASSURANCE
COMPANY
 c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$2,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

Hare & Co The Bank of New York/Mellon 
 ABA 021000018 
 GLA 111566 

Attention P&I Dept 
 REF: Wilton Reassurance/ WRUS 
 REF Account 001050975803 

Notices 
 All notices and
communications with respect to payments to be addressed: 
 C/O The Bank of New York 

F/A/O: Wilton Reassurance/ Conseco US Custody Account 
 Account Number: GLA 111566 
 P.O. Box 19266 

Newark, NJ 07195 

Attn.: Principal & Interest Dept 
 With a copy of all notices and communications to be addressed as first provided above. 

Physical Delivery of Note 
 The Bank of New York 
 One Wall Street – 3rd Floor/Window A 

New York, NY 10286 
 For account: U.S. Bank N.A. #117612 
 Account Number: GLA 111566 

FBO AC: 001050975803 
 Account Name: Wilton Reassurance/ Conseco US Custody Account 

  
 A-38








 Name of Nominee in which Notes are to be issued: Hare & Co. 

Taxpayer I.D. Number for Wilton Reassurance Company: 41-1760577 
 Taxpayer I.D. Number for Hare & Co: 13-6062916 

  
 A-39









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 WILTON REASSURANCE
COMPANY
 c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$1,800,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

Hare & Co - The Bank of New York/Mellon 
 ABA 021000018 
 GLA 111566 

Attention P&I Dept 
 REF: Wilton Reassurance/ Raven 
 REF Account 001050975807 

Notices 
 All notices and
communications with respect to payments to be addressed: 
 C/O The Bank of New York 

F/A/O: Wilton Reassurance/ Raven 
 REF Account 001050975807 
 P.O. Box 19266 

Newark, NJ 07195 

Attn.: Principal & Interest Dept 
 With a copy of all notices and communications to be addressed as first provided above. 

Physical Delivery of Note 
 The Bank of New York 
 One Wall Street – 3rd Floor/Window A 

New York, NY 10286 
 For account: U.S. Bank N.A. #117612 
 Account Number: GLA 111566 

FBO AC: 001050975807 
 Account Name: Wilton Reassurance/Raven 

  
 A-40








 Name of Nominee in which Notes are to be issued: Hare & Co. 

Taxpayer I.D. Number for Wilton Reassurance Company: 41-1760577 
 Taxpayer I.D. Number for Hare & Co: 13-6062916 

  
 A-41









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 WILSHIRE INSTITUTIONAL MASTER FUND SPC-GUGGENHEIM
ALPHA SEGREGATED PORT
 c/o Guggenheim Partners Investment Management,
LLC
 227 W. Monroe Street, Suite 4900

Chicago, IL 60606
 Attn: Maureen
Moster
 Phone: (312) 873-1477

Facsimile: (312) 827-0157
	  	C	  	$1,500,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

Federal Reserve Bank of Boston 
 ABA Number 011001234 
 Custody Account Number GPOF1000002 

DDA # 108111 

Fund Name: Wilshire Institutional Master Fund SPC 
 P&I Payment Instructions: 
 Federal Reserve Bank of Boston 

ABA Number 011001234 
 Custody Account Number GPOF1000002 
 Ref: DDA# 125261 

Notices 
 All notices and
communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical
Delivery of Note 
 Mellon Securities Trust Co. 
 One Wall Street - 3rd Floor 
 Window C 

Attn: Lisa Pappa (315) 414-3728 
 Fund Name: Wilshire Institutional Master Fund SPC 
 Name of Nominee in which Notes are to be
issued: MAC & CO 
 Taxpayer I.D. Number for MAC & CO: 25-1536944 

  
 A-42









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 THE CALIFORNIA
ENDOWMENT
 c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$1,500,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

Federal Reserve Bank of Boston 
 ABA Number 011001234 
 Custody Account Number TCAF2040002 

Fund Name: The California Endowment-TEC 
 P&I Payment Instructions: 
 Federal Reserve Bank of Boston 

ABA Number 011001234 
 Custody Account Number TCAF2040002 
 Notices 

All notices and communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 

Physical Delivery of Note 
 The Bank of New York Mellon 
 One Wall Street - 3rd Floor 

Window C 
 Attn:
Lisa Pappa (315) 414-3728 
 Fund Name: The California Endowment 
 Name of Nominee in which Notes are to be issued: MAC & CO 
 Taxpayer I.D. Number for
MAC & CO: 25-1536944 

  
 A-43









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 TEXAS LIFE INSURANCE
COMPANY
 c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$1,500,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

The Bank of New York 
 ABA Number 021000018 
 BNF: GLA 566 

ATTN: PP P&I Department 
 REF: Texas Life Insurance Company 
 REF AC: 313020 

REF2: CUSIP NUMBER 

Notices 
 All notices and
communications with respect to payments to be addressed: 
 C/O The Bank of New York 

F/A/O: Texas Life Insurance Company 
 REF AC: 313020 
 P.O. Box 19266 

Newark, NJ 07195 

Attn.: Principal & Interest Dept 
 With a copy of all notices and communications to be addressed as first provided above. 

Physical Delivery of Note 
 The Bank of New York 
 One Wall Street - 3rd Floor 

Window A 
 New
York, NY 10286 
 Attn: Chris Lecklert 315-414-3729 
 Account Number 313020 
 Account Name: Texas Life Insurance Company 

  
 A-44








 Name of Nominee in which Notes are to be issued: Hare & Co. 

Taxpayer I.D. Number for Texas Life Insurance Company: 74-0940890 
 Taxpayer I.D. Number for Hare & Co: 13-6062916 

  
 A-45









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	 
SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 SECURITY INCOME FUND —
MACRO OPPORTUNITIES SERIES
 c/o Guggenheim Partners Investment Management,
LLC
 227 W. Monroe Street, Suite 4900

Chicago, IL 60606
 Attn: Maureen
Moster
 Phone: (312) 873-1477

Facsimile: (312) 827-0157
	  	C	  	$1,500,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

Federal Reserve Bank of Kansas City 
 UMB Bank KC / Trust 1050 
 ABA # 101000695 

Ref # 138166.1 

Contact – Stacy Howard 
 Tel 816- 860-5984 
 Notices 
 All notices and communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical Delivery of Note 
 DTC/NY WINDOW 

2450, UMB BANK 

Acct # 138166.1 

55 Water Street 
 1st Floor

 New York, NY 10041 
 Attn: Desiree Wright 212-855-2400 
 Name of Nominee in which Notes are to be issued:
UMBTRU & CO 
 Taxpayer I.D. Number for Security Income Fund-Macro Opportunities Series: 45-3484801 

Taxpayer I.D. Number for UMBTRU & CO: 43-6295832 

  
 A-46









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	PRINCIPAL AMOUNT
 OF NOTES TO BE

PURCHASED

			
	 WILTON REASSURANCE LIFE COMPANY
OF NEW YORK
 c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$1,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

The Bank of New York 
 ABA Number 021000018 
 Wilton Reassurance Life Co. of New York 

Custody Account Number 0000224305 
 P&I Payment Instructions: 
 The Bank of New York 

ABA Number 021000018 

	 	BNF:	IOC 566 


	 	ATTN:	P&I Department 


	 	REF:	Wilton Reassurance Life Co. of New York 


	 	REF	AC: 224305 


	 	REF2:	CUSIP NUMBER 

 Notices 

All notices and communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 

Physical Delivery of Note 
 The Bank of New York 
 One Wall Street - 3rd Floor 

Window A 
 New
York, NY 10286 
 Attn: Lisa Pappa (315) 414-3728 
 Account Number 224305 
 Account Name: Wilton Reassurance Life Co. of New York


  
 A-47








 Name of Nominee in which Notes are to be issued: Hare & Co. 

Taxpayer I.D. Number for Wilton Reassurance Life Co. of New York: 94-1516991 
 Taxpayer I.D. Number for Hare & Co: 13-6062916 

  
 A-48









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 SECURITY INCOME FUND-TOTAL
RETURN BOND SERIES
 c/o Guggenheim Partners Investment Management,
LLC
 227 W. Monroe Street, Suite 4900

Chicago, IL 60606
 Attn: Maureen
Moster
 Phone: (312) 873-1477

Facsimile: (312) 827-0157
	  	C	  	$750,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

Federal Reserve Bank of Kansas City 
 UMB Bank KC / Trust 1050 
 ABA # 101000695 

Ref # 138165.1 

Contact – Stacy Howard 
 Tel 816- 860-5984 
 Notices 
 All notices and communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical Delivery of Note 
 DTC/NY WINDOW 

2450, UMB BANK 

Acct # 138165.1 

55 Water Street 
 1st Floor

 New York, NY 10041 
 Attn: Desiree Wright 212-855-2400 
 Name of Nominee in which Notes are to be issued:
UMBTRU & CO 
 Taxpayer I.D. Number for Security Income Fund-GIB: 45-3484489 
 Taxpayer I.D. Number for UMBTRU & CO: 43-6295832 

  
 A-49









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 SBL FUND — SERIES E

c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$750,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

Federal Reserve Bank of Kansas City 
 UMB Bank KC / Trust 1050 
 ABA # 101000695 

Ref # 115966.1 

Contact – Stacy Howard 
 Tel 816- 860-5984 
 Notices 
 All notices and communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical Delivery of Note 
 DTC/NY WINDOW 

2450, UMB BANK 

Acct # 115966.1 

55 Water Street 
 1st Floor

 New York, NY 10041 
 Attn: Desiree Wright 212-855-2400 
 Name of Nominee in which Notes are to be issued:
UMBTRU & CO 
 Taxpayer I.D. Number for UMBTRU & CO: 43-6295832 

  
 A-50









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 SECURITY INCOME FUND — U.S.
INTERMEDIATE BOND FUND
 c/o Guggenheim Partners Investment Management,
LLC
 227 W. Monroe Street, Suite 4900

Chicago, IL 60606
 Attn: Maureen
Moster
 Phone: (312) 873-1477

Facsimile: (312) 827-0157
	  	C	  	$750,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

Federal Reserve Bank of Kansas City 
 UMB Bank KC / Trust 1050 
 ABA # 101000695 

Ref # 115957.1 

Contact – Stacy Howard 
 Tel 816- 860-5984 
 Notices 
 All notices and communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical Delivery of Note 
 DTC/NY WINDOW 

2450, UMB BANK 

Acct # 115957.1 

55 Water Street 
 1st Floor

 New York, NY 10041 
 Attn: Desiree Wright 212-855-2400 
 Name of Nominee in which Notes are to be issued:
UMBTRU & CO 
 Taxpayer I.D. Number for UMBTRU & CO: 43-6295832 

  
 A-51









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 RETIREMENT SYSTEM OF THE TENNESSEE VALLEY
AUTHORITY
 c/o Guggenheim Partners Investment Management, LLC

227 W. Monroe Street, Suite 4900
 Chicago, IL
60606
 Attn: Maureen Moster
 Phone:
(312) 873-1477
 Facsimile: (312) 827-0157
	  	C	  	$750,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

Federal Reserve Bank of Boston 
 ABA Number 011001234 
 Account Number: TVAF8549142 

Ref: DDA # 048771 

Fund Name: Retirement System of the Tennessee Valley Authority 
 P&I Payment Instructions: 
 Federal Reserve Bank of Boston 

ABA Number 011001234 
 Custody Account Number TVAF8549142 
 Ref: DDA# 125261 

Notices 
 All notices and
communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical
Delivery of Note 
 Mellon Securities Trust Co. 
 One Wall Street - 3rd Floor 
 Window C 

Account Number: TVAF8549142 
 Attn: Thomas Jura 
 Fund Name: Retirement System of the Tennessee Valley Authority

 Name of Nominee in which Notes are to be issued: MAC & CO 
 Taxpayer I.D. Retirement System of the Tennessee Valley Authority: 62-6038328 

  
 A-52








 Taxpayer I.D. Number for MAC & CO: 25-1536944 

  
 A-53









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	PRINCIPAL AMOUNT
OF NOTES TO
BE
PURCHASED
			
	 RYDEX SERIES FUNDS — LONG SHORT
INTEREST RATE STRATEGY FUND
 c/o Guggenheim Partners Investment Management,
LLC
 227 W. Monroe Street, Suite 4900

Chicago, IL 60606
 Attn: Maureen
Moster
 Phone: (312) 873-1477

Facsimile: (312) 827-0157
	  	C	  	$150,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
5.15% Senior Note, Series C, due December 27, 2022, PPN 16725* AC4, principal, premium or interest”) to: 

Federal Reserve Bank of Kansas City 
 UMB Bank KC / Trust 1050 
 ABA # 101000695 

Ref # 139360.1 

Contact – Stacy Howard 
 Tel 816- 860-5984 
 Notices 
 All notices and communications, including notices with respect to payments, settlements and documents to be addressed as first provided above. 
 Physical Delivery of Note 
 DTC/NY WINDOW 

2450, UMB BANK Acct # 139360.1 
 55 Water Street 
 1st Floor 

New York, NY 10041 
 Attn: Desiree Wright 212-855-2400 
 Name of Nominee in which Notes are to be issued:
UMBTRU & CO 
 Taxpayer I.D. Number for UMBTRU & CO: 43-6295832 

  
 A-54









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 UNITED SERVICES AUTOMOBILE ASSOCIATION

9800 Fredericksburg Road
 San Antonio, TX
78288
	  	B	  	$10,000,000

 Payments 
 All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 

Northern Chgo/Trust 
 ABA#071000152 
 Credit Wire Account # 5186041000 

26-11037/ USAA 
 With sufficient
information to identify the source and application of such funds, including the issuer name, the PPN of the issue, interest rate, payment due date, maturity date, interest amount, principal and premium amount. 

Notices 
 Address for notices
relating to payments: 
 Ell & Co 
 c/o Northern Trust Company 
 PO Box 92395 

Chicago, IL 60675-92395 
 Attn: Income Collections 
 Please include the cusip and shares/par for the
dividend/interest payment 
 Address for all other communications: 
 Donna Baggerly 
 VP Insurance Portfolios 

United Services Automobile Association 
 9800 Fredericksburg Road 
 San Antonio, TX 78288 

(210) 498-5195 

  
 A-55








 Physical Delivery of Notes 

Northern Trust Company 
 Trade Securities Processing, C-1N 
 Account: 26-11037 

801 South Canal Street 
 Chicago, IL 60607 
 Name of Nominee in which Notes are to be issued: ELL & CO.

 Taxpayer I.D. Number: 74-0959140 

  
 A-56









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 CATASTROPHE REINSURANCE COMPANY

9800 Fredericksburg Road
 San Antonio, TX
78288
	  	B	  	$6,000,000

 Payments 
 All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 

Northern Chgo/Trust 
 ABA#071000152 
 Credit Wire Account # 5186041000 

26-35055/CRC 

PPN 16725* AB6 
 With
sufficient information to identify the source and application of such funds, including the issuer name, the PPN of the issue, interest rate, payment due date, maturity date, interest amount, principal and premium amount. 

Notices 
 Address for notices
relating to payments: 
 Ell & Co 
 c/o Northern Trust Company 
 PO Box 92395 

Chicago, IL 60675-92395 
 Attn: Income Collections 
 Please include the cusip and shares/par for the
dividend/interest payment 
 Address for all other communications: 
 Donna Baggerly 
 VP Insurance Portfolios 

Catastrophe Reinsurance Company 
 9800 Fredericksburg Road 
 San Antonio, Texas 78288 

(210) 498-5195 

  
 A-57








 Physical Delivery of Notes 

Northern Trust Company 
 Trade Securities Processing, C-1N 
 801 South Canal Street 

Chicago, IL 60607 

Reference: Account: 26-35055/CRC 

Name of Nominee in which Notes are to be issued: ELL & CO. 
 Taxpayer I. D. Number: 20-4729999 

  
 A-58









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 USAA CASUALTY INSURANCE COMPANY

9800 Fredericksburg Road
 San Antonio, TX
78288
	  	B	  	$5,000,000

 Payments 
 All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 

Northern Chgo/Trust 
 ABA#071000152 
 Credit Wire Account # 5186041000 

26-11038/CIC 

PPN 16725* AB6 
 With
sufficient information to identify the source and application of such funds, including the issuer name, the PPN of the issue, interest rate, payment due date, maturity date, interest amount, principal and premium amount. 

Notices 
 Address for notices
relating to payments: 
 Ell & Co 
 c/o Northern Trust Company 
 PO Box 92395 

Chicago, IL 60675-92395 
 Attn: Income Collections 
 Please include the cusip and shares/par for the
dividend/interest payment 
 Address for all other communications: 
 Donna Baggerly 
 VP Insurance Portfolios 

9800 Fredericksburg Road 
 San Antonio, Texas 78288 
 (210) 498-5195 

  
 A-59








 Physical Delivery of Notes 

Northern Trust Company 
 Trade Securities Processing, C-1N 
 801 South Canal Street 

Reference: Account: 26-11038/CIC 
 Chicago, IL 60607 
 Name of Nominee in which Notes are to be issued: ELL & CO.

 Taxpayer I. D. Number: 59-3019540 

  
 A-60









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 USAA GENERAL INDEMNITY COMPANY

9800 Fredericksburg Road
 San Antonio, TX
78288
	  	B	  	$2,000,000

 Payments 
 All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 

Northern Chgo/Trust 
 ABA#071000152 
 Credit Wire Account # 5186041000 

26-11039/GIC 
 With sufficient
information to identify the source and application of such funds, including the issuer name, the PPN of the issue, interest rate, payment due date, maturity date, interest amount, principal and premium amount. 

Notices 
 Address for notices
relating to payments: 
 Ell & Co 
 c/o Northern Trust Company 
 PO Box 92395 

Chicago, IL 60675-92395 
 Attn: Income Collections 
 Please include the cusip and shares/par for the
dividend/interest payment 
 Address for all other communications: 
 Donna Baggerly 
 VP Insurance Portfolios 

9800 Fredericksburg Road 
 San Antonio, TX 78288 
 (210) 498-5195 

  
 A-61








 Physical Delivery of Notes 

Northern Trust Company 
 Trade Securities Processing, C-1N 
 Account: 26-11039 

801 South Canal Street 
 Chicago, IL 60607 
 Name of Nominee in which Notes are to be issued: ELL & CO.

 Taxpayer I. D. Number: 74-1718283 

  
 A-62









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 GARRISON PROPERTY & CASUALTY
INSURANCE COMPANY
 9800 Fredericksburg Road
 San Antonio, TX 78288
	  	B	  	$2,000,000

 Payments 
 All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 

Northern Chgo/Trust 
 ABA#071000152 
 Credit Wire Account # 5186041000 

26-11041/GPC 
 With sufficient
information to identify the source and application of such funds, including the issuer name, the PPN of the issue, interest rate, payment due date, maturity date, interest amount, principal and premium amount. 

Notices 
 Address for notices
relating to payments: 
 Ell & Co 
 c/o Northern Trust Company 
 PO Box 92395 

Chicago, IL 60675-92395 
 Attn: Income Collections 
 Please include the cusip and shares/par for the
dividend/interest payment 
 Address for all other communications: 
 Donna Baggerly 
 VP Insurance Portfolios 

9800 Fredericksburg Road 
 San Antonio, TX 78288 
 (210) 498-5195 

  
 A-63








 Physical Delivery of Notes 

Northern Trust Company 
 Trade Securities Processing, C-1N 
 Account: 26-11041 

801 South Canal Street 
 Chicago, IL 60607 
 Name of Nominee in which Notes are to be issued: ELL & CO.

 Taxpayer I. D. Number: 43-1803614 

  
 A-64









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 USAA LIFE INSURANCE COMPANY
 9800 Fredericksburg Road
 San Antonio, TX 78288
	  	 C
 D
 D
	  	 $12,000,000
 $25,000,000
 $20,000,000


 Payments 
 All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 

Northern Chgo/Trust 
 ABA#071000152 
 Credit Wire Account # 5186041000 

26-11042/ Life Company 
 With
sufficient information to identify the source and application of such funds, including the issuer name, the PPN of the issue, interest rate, payment due date, maturity date, interest amount, principal and premium amount. 

Notices 
 Address for notices
relating to payments: 
 Ell & Co 
 c/o Northern Trust Company 
 PO Box 92395 

Chicago, IL 60675-92395 
 Attn: Income Collections 
 Please include the cusip and shares/par for the
dividend/interest payment 
 Address for all other communications: 
 John Spear 
 VP Insurance Portfolios 

9800 Fredericksburg Road 
 San Antonio, TX 78288 
 (210) 498-8661 

  
 A-65








 Physical Delivery of Notes 

Northern Trust Company 
 Trade Securities Processing, C-1N 
 Account: 26-11042 

801 South Canal Street 
 Chicago, IL 60607 
 Name of Nominee in which Notes are to be issued: ELL & CO.

 Taxpayer I. D. Number: 74-1472662 

  
 A-66









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 METROPOLITAN LIFE INSURANCE COMPANY

1095 Avenue of the Americas
 New York, New York
10036
	  	 A
 B
	  	 $7,500,000
 $15,000,000


 Payments 
 All scheduled payments of principal and interest by wire transfer of immediately available funds to: 
  

			
	 Bank Name:
 ABA Routing
#:
 Account No.:
 Account
Name:
 Ref:
 Ref:
	  	 JPMorgan Chase Bank

021-000-021
 002-2-410591

Metropolitan Life Insurance Company
 Chicago
Bridge & Iron Co. 4.15% due 12/19/2017
 Chicago Bridge & Iron Co. 4.57% due 12/19/2019


 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate,
maturity and whether payment is of principal, interest, make whole amount or otherwise. 
 For all payments other than scheduled payments of
principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. 

Notices 
 All notices and
communications: 
 Metropolitan Life Insurance Company 

Investments, Private Placements 
 P.O. Box 1902 
 10 Park Avenue 

Morristown, New Jersey 07962-1902 
 Attention: Director 
 Facsimile (973) 355-4250 

With a copy OTHER than with respect to deliveries of financial statements to: 

Metropolitan Life Insurance Company 
 P.O. Box 1902 
 10 Park Avenue 

Morristown, New Jersey 07962-1902 
 Attention: Chief Counsel-Securities Investments (PRIV) 
 Email:
sec_invest_law@metlife.com 

  
 A-67








 Physical Delivery of Notes 

Metropolitan Life Insurance Company 
 Securities Investments, Law Department 
 P.O. Box 1902 

10 Park Avenue 

Morristown, New Jersey 07962-1902 
 Attention: Nicolette Lopez, Esq. 
 Name of Nominee in which Notes are to be issued: None

 Taxpayer I.D. Number: 13-5581829 

  
 A-68









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 METLIFE INSURANCE COMPANY OF
CONNECTICUT
 c/o Metropolitan Life Insurance Company
 1095 Avenue of the Americas
 New York, New York 10036
	  	 A
 B
	  	 $9,500,000
 $5,500,000


 Payments 
 All scheduled payments of principal and interest by wire transfer of immediately available funds to: 
  

			
	 Bank Name:
 ABA Routing
#:
 Account No.:
 Account
Name:
 Ref:
 Ref:
	  	 JPMorgan Chase Bank

021-000-021
 910-2-587434

MetLife Insurance Company of Connecticut
 Chicago
Bridge & Iron Co. 4.15% due 12/19/2017
 Chicago Bridge & Iron Co. 4.57% due 12/19/2019


 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate,
maturity and whether payment is of principal, interest, make whole amount or otherwise. 
 For all payments other than scheduled payments of
principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. 

Notices 
 All notices and
communications: 
 MetLife Insurance Company of Connecticut 

c/o Metropolitan Life Insurance Company 
 Investments, Private Placements 
 P.O. Box 1902 

10 Park Avenue 

Morristown, New Jersey 07962-1902 
 Attention: Director 
 Facsimile (973) 355-4250 

  
 A-69








 With a copy OTHER than with respect to deliveries of financial statements to: 

MetLife Insurance Company of Connecticut 
 c/o Metropolitan Life Insurance Company 
 P.O. Box 1902 

10 Park Avenue 

Morristown, New Jersey 07962-1902 
 Attention: Chief Counsel-Securities Investments (PRIV) 
 Email:
sec_invest_law@metlife.com 
 Physical Delivery of Notes 
 MetLife Insurance Company of Connecticut 
 c/o Metropolitan Life Insurance
Company 
 Securities Investments, Law Department 
 P.O. Box 1902 
 10 Park Avenue 

Morristown, New Jersey 07962-1902 
 Attention: Nicolette Lopez, Esq. 
 Name of Nominee in which Notes are to be issued: None

 Taxpayer I.D. Number: 06-0566090 

  
 A-70









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 METLIFE ALICO LIFE INSURANCE K.K.

4-1-3, Taihei, Sumida-ku
 Tokyo, 130-0012
JAPAN
	  	A	  	$14,500,000

 Payments 
 All scheduled payments of principal and interest by wire transfer of immediately available funds to: 
  

			
	 Bank Name:
	  	 Citibank New York
 111 Wall
Street, New York, New York 10005 (USA)

	 ABA Routing #:
 Acct
No./DDA:
 Acct Name:

Ref:
	  	 021000089
 30872002

METLIFE ALICO PP NON-GGA
 Chicago
Bridge & Iron Co. 4.15% due 12/19/2017


 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate,
maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions
to the contrary, will make such payments to the account and in the manner set forth above. 
 Notices 

All notices and communications: 

Alico Asset Management Corp. (Japan) 
 Administration Department 
 ARCA East 7F, 3-2-1 Kinshi 

Sumida-ku, Tokyo 130-0013 Japan 
 Attention: Administration Dept. Manager 
 Email: saura@metlife.co.jp 

With a copy to: 

MetLife Alico Life Insurance K.K. c/o Metropolitan Life Insurance Company 

c/o Metropolitan Life Insurance Company 
 Investments, Private Placements 
 P.O. Box 1902 

10 Park Avenue 

Morristown, New Jersey 07962-1902 
 Attention: Director 
 Facsimile: (973) 355-4250 

  
 A-71








 With another copy OTHER than with respect to deliveries of financial statements to:

 Alico Life Insurance K.K. c/o Metropolitan Life Insurance Company 

c/o Metropolitan Life Insurance Company 
 P.O. Box 1902 
 10 Park Avenue 

Morristown, New Jersey 07962-1902 
 Attention: Chief Counsel-Securities Investments (PRIV) 
 Email:
sec_invest_law@metlife.com 
 Physical Delivery of Notes 
 Alico Life Insurance K.K. c/o Metropolitan Life Insurance Company 
 c/o
Metropolitan Life Insurance Company 
 Securities Investments, Law Department 

P.O. Box 1902 

10 Park Avenue 

Morristown, New Jersey 07962-1902 
 Attention: Nicolette Lopez, Esq. 
 Name of Nominee in which Notes are to be issued: None

 Taxpayer I.D. Numbers: 98-1037269 (USA) and 00661996 (Japan) 

  
 A-72









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 METLIFE INVESTORS USA INSURANCE COMPANY

c/o Metropolitan Life Insurance Company
 1095
Avenue of the Americas
 New York, New York 10036
	  	A	  	$9,500,000

 Payments 
 All scheduled payments of principal and interest by wire transfer of immediately available funds to: 
  

			
	 Bank Name:
 ABA Routing
#:
 Account No.:
 Account
Name:
 Ref:
	  	 JPMorgan Chase Bank

021-000-021
 002-2-431530

MetLife Investors USA Insurance Company
 Chicago
Bridge & Iron Co. 4.15% due 12/19/2017


 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate,
maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions
to the contrary, will make such payments to the account and in the manner set forth above. 
 Notices 

All notices and communications: 

MetLife Investors USA Insurance Company 
 c/o Metropolitan Life Insurance Company 
 Investments, Private Placements

 P.O. Box 1902 
 10 Park Avenue 
 Morristown, New Jersey 07962-1902 

Attention: Director 
 Facsimile (973) 355-4250 
 With a copy OTHER than with respect to deliveries of
financial statements to: 
 MetLife Investors USA Insurance Company 

c/o Metropolitan Life Insurance Company 
 P.O. Box 1902 
 10 Park Avenue 

Morristown, New Jersey 07962-1902 
 Attention: Chief Counsel-Securities Investments (PRIV) 
 Email:
sec_invest_law@metlife.com 

  
 A-73








 Physical Delivery of Notes 

MetLife Investors USA Insurance Company 
 c/o Metropolitan Life Insurance Company 
 Securities Investments, Law Department

 10 Park Avenue 
 Morristown, New Jersey 07962-1902 
 Attention: Nicolette Lopez, Esq. 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 54-0696644 

  
 A-74









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 GENERAL AMERICAN LIFE INSURANCE COMPANY

c/o Metropolitan Life Insurance Company
 1095
Avenue of the Americas
 New York, New York 10036
	  	 A
 B
	  	 $7,000,000
 $1,500,000


 Payments 
 All scheduled payments of principal and interest by wire transfer of immediately available funds to: 
  

			
	 Bank Name:
 ABA Routing
#:
 Account No.:
 Account
Name:
 Ref:
 Ref:
	  	 JPMorgan Chase Bank

021-000-021
 323-8-90946

General American Life Insurance Company
 Chicago
Bridge & Iron Co. 4.15% due 12/19/2017
 Chicago Bridge & Iron Co. 4.57% due 12/19/2019


 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate,
maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions
to the contrary, will make such payments to the account and in the manner set forth above. 
 Notices 

All notices and communications: 

GENERAL AMERICAN LIFE INSURANCE COMPANY 
 c/o Metropolitan Life Insurance Company 
 Investments, Private Placements

 P.O. Box 1902 
 10 Park Avenue 
 Morristown, New Jersey 07962-1902 

Attention: Director 
 Facsimile (973) 355-4250 
 With a copy OTHER than with respect to deliveries
of financial statements to: 
 GENERAL AMERICAN LIFE INSURANCE COMPANY 

c/o Metropolitan Life Insurance Company 
 P.O. Box 1902 
 10 Park Avenue 

Morristown, New Jersey 07962-1902 
 Attention: Chief Counsel-Securities Investments (PRIV) 
 Email:
sec_invest_law@metlife.com 

  
 A-75








 Physical Delivery of Notes 

GENERAL AMERICAN LIFE INSURANCE COMPANY 
 c/o Metropolitan Life Insurance Company 
 Securities Investments, Law Department

 P.O. Box 1902 
 10 Park Avenue 
 Morristown, New Jersey 07962-1902 

Attention: Nicolette Lopez, Esq. 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 43-0285930 

  
 A-76









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 METLIFE INVESTORS INSURANCE COMPANY

c/o Metropolitan Life Insurance Company
 1095
Avenue of the Americas
 New York, New York 10036
	  	B	  	$3,500,000

 Payments 
 All scheduled payments of principal and interest by wire transfer of immediately available funds to: 
  

			
	 Bank Name:
 ABA Routing
#:
 Account No.:
 Account
Name:
 Ref:
	  	 JPMorgan Chase Bank

021-000-021
 323-8-90911

MetLife Investors Insurance Company
 Chicago
Bridge & Iron Co. 4.57% due 12/19/2019


 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate,
maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions
to the contrary, will make such payments to the account and in the manner set forth above. 
 Notices 

All notices and communications: 

MetLife Investors Insurance Company 
 c/o Metropolitan Life Insurance Company 
 Investments, Private Placements

 P.O. Box 1902 
 10 Park Avenue 
 Morristown, New Jersey 07962-1902 

Attention: Director 
 Facsimile (973) 355-4250 
 With a copy OTHER than with respect to deliveries of
financial statements to: 
 MetLife Investors Insurance Company 

c/o Metropolitan Life Insurance Company 
 P.O. Box 1902 
 10 Park Avenue 

Morristown, New Jersey 07962-1902 
 Attention: Chief Counsel-Securities Investments (PRIV) 
 Email:
sec_invest_law@metlife.com 

  
 A-77








 Physical Delivery of Notes 

MetLife Investors Insurance Company 
 c/o Metropolitan Life Insurance Company 
 Securities Investments, Law Department

 10 Park Avenue 
 Morristown, New Jersey 07962-1902 
 Attention: Nicolette Lopez, Esq. 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 43-1236042 

  
 A-78









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 FIRST METLIFE INVESTORS INSURANCE
COMPANY
 c/o Metropolitan Life Insurance Company
 1095 Avenue of the Americas
 New York, New York 10036
	  	B	  	$1,500,000

 Payments 
 All scheduled payments of principal and interest by wire transfer of immediately available funds to: 
  

			
	 Bank Name:
 ABA Routing
#:
 Account No.:
 Account
Name:
 Ref:
	  	 JPMorgan Chase Bank

021-000-021
 323-8-90938

First MetLife Investors Insurance Company

Chicago Bridge & Iron Co. 4.57% due 12/19/2019


 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate,
maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions
to the contrary, will make such payments to the account and in the manner set forth above. 
 Notices 

All notices and communications: 

First MetLife Investors Insurance Company 
 c/o Metropolitan Life Insurance Company 
 Investments, Private Placements

 P.O. Box 1902 
 10 Park Avenue 
 Morristown, New Jersey 07962-1902 

Attention: Director 
 Facsimile (973) 355-4250 
 With a copy OTHER than with respect to deliveries of
financial statements to: 
 First MetLife Investors Insurance Company 

c/o Metropolitan Life Insurance Company 
 P.O. Box 1902 
 10 Park Avenue 

Morristown, New Jersey 07962-1902 
 Attention: Chief Counsel-Securities Investments (PRIV) 
 Email:
sec_invest_law@metlife.com 

  
 A-79








 Physical Delivery of Notes 

First MetLife Investors Insurance Company 
 c/o Metropolitan Life Insurance Company 
 Securities Investments, Law Department

 10 Park Avenue 
 Morristown, New Jersey 07962-1902 
 Attention: Nicolette Lopez, Esq. 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 13-3690700 

  
 A-80









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
 720 East Wisconsin Avenue
 Milwaukee, Wisconsin 53202
 Attention: Securities Department

Email: privateinvest@northwesternmutual.com
	  	 A
 C
	  	 $30,000,000
 $23,500,000


 Payments 
 All payments on account of Notes held by such Purchaser shall be made by wire transfer of immediately available funds, providing sufficient information to identify the source of the transfer, the amount
of the dividend and/or redemption (as applicable) and the identity of the security as to which payment is being made. 

Please contact our Treasury & Investment Operations Department to securely obtain wire transfer instructions for The
Northwestern Mutual Life Insurance Company. 
 E-mail: payments@northwesternmutual.com 

Phone: (414) 665-1679 
 Notices 
 All notices with respect to confirmation of payments on account of the
Notes shall be delivered or mailed to: 
 The Northwestern Mutual Life Insurance Company 

720 East Wisconsin Avenue 
 Milwaukee, WI 53202 
 Attention: Investment Operations 

E-mail: payments@northwesternmutual.com 
 Phone: (414) 665-1679 
 All other communications shall be delivered or mailed to: 

The Northwestern Mutual Life Insurance Company 
 720 East Wisconsin Avenue 
 Milwaukee, WI 53202 

Attention: Securities Department 
 E-mail: privateinvest@northwesternmutual.com 

  
 A-81








 Physical Delivery of Notes 

The Northwestern Mutual Life Insurance Company 
 720 East Wisconsin Avenue 
 Milwaukee, WI 53202 

Attention: Ryan Heinemann 

Taxpayer I.D. Number: 39-0509570 

  
 A-82









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 NORTHWESTERN LONG TERM CARE INSURANCE
COMPANY
 720 East Wisconsin Avenue
 Milwaukee, Wisconsin 53202
 Attention: Securities Department

Facsimile: (414) 665-7124
	  	C	  	$2,500,000

 Payments 
 All payments on account of Notes held by such Purchaser shall be made by wire transfer of immediately available funds, providing sufficient information to identify the source of the transfer, the amount
of the dividend and/or redemption (as applicable) and the identity of the security as to which payment is being made. 

Please contact our Treasury & Investment Operations Department to securely obtain wire transfer instructions for
Northwestern Long Term Care Insurance Company. 
 E-mail: payments@northwesternmutual.com 

Phone: (414) 665-1679 
 Notices 
 All notices with respect to confirmation of payments on account of the
Notes shall be delivered or mailed to: 
 Northwestern Long Term Care Insurance Company 

720 East Wisconsin Avenue 
 Milwaukee, WI 53202 
 Attention: Investment Operations 

E-mail: payments@northwesternmutual.com 
 Phone: (414) 665-1679 
 All other communications shall be delivered or mailed to: 

Northwestern Long Term Care Insurance Company 
 720 East Wisconsin Avenue 
 Milwaukee, WI 53202 

Attention: Securities Department 
 E-mail: privateinvest@northwesternmutual.com 

  
 A-83








 Physical Delivery of Notes 

The Northwestern Mutual Life Insurance Company 
 720 East Wisconsin Avenue 
 Milwaukee, WI 53202 

Attention: Ryan Heinemann 

Taxpayer I.D. Number: 36-2258318 

  
 A-84









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 ING LIFE INSURANCE AND ANNUITY COMPANY

c/o ING Investment Management LLC
 5780 Powers
Ferry Road NW, Suite 300
 Atlanta, GA 30327-4347
 Attn: Private Placements
 Fax: (770) 690-5342
	  	 A
 B
	  	 $9,100,000
 $9,100,000


 Payments 
 All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: 

The Bank of New York Mellon 
 ABA#: 021000018 
  

			
	 Account:
	  	 IOC 566/INST’L CUSTODY (for scheduled
 principal and interest payments)

	             or
	  	
		  	 IOC 565/INST’L CUSTODY (for all payments
 other than scheduled principal and interest)


 For further credit to: ILIAC/Acct. 216101 

Reference (Series A Notes): PPN 16725* AA8 
 Reference (Series B Notes): PPN 16725* AB6 
 Notices 

Address for all notices relating to payments: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 

Atlanta, GA 30327-4347 
 Attn: Operations/Settlements 
 Fax: (770) 690-5316 

Address for all other communications and notices to be addressed as first provided above. 
 Physical Delivery 
 The Bank of New York Mellon 

One Wall Street 

Window A—3rd Floor 
 New York, NY 10286 
 Reference: ILIAC/Acct. 216101 

  
 A-85








 with a copy to: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 

Atlanta, GA 30327-4347 
 Attn: Lindy Freitag 
 Email: Lindy.Freitag@inginvestment.com 

Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity
date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon. 
 Name of Nominee in
which Notes are to be issued: None 
 Tax I.D. Number: 71-0294708 

  
 A-86









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 ING USA ANNUITY AND LIFE INSURANCE COMPANY

c/o ING Investment Management LLC
 5780 Powers
Ferry Road NW, Suite 300
 Atlanta, GA 30327-4347
 Attn: Private Placements
 Fax: (770) 690-5342
	  	 A
 B
	  	 $7,600,000
 $7,600,000


 Payments 
 All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: 

The Bank of New York Mellon 
 ABA#: 021000018 
  

			
	 Account:
	  	 IOC 566/INST’L CUSTODY (for scheduled
 principal and interest payments)

	             or
	  	
		  	 IOC 565/INST’L CUSTODY (for all payments
 other than scheduled principal and interest)


 For further credit to: ING USA/Acct. 136373 

Reference (Series A Notes): PPN 16725* AA8 
 Reference (Series B Notes): PPN 16725* AB6 
 Notices 

Address for all notices relating to payments: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 

Atlanta, GA 30327-4347 
 Attn: Operations/Settlements 
 Fax: (770) 690-5316 

Address for all other communications and notices to be addressed as first provided above. 
 Physical Delivery 
 The Bank of New York Mellon 

One Wall Street 

Window A - 3rd Floor 
 New York, NY 10286 
 Reference: ING USA/Acct. 136373 

  
 A-87








 with a copy to: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 

Atlanta, GA 30327-4347 
 Attn: Lindy Freitag 
 Email: Lindy.Freitag@inginvestment.com 

Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity
date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon. 
 Name of Nominee in
which Notes are to be issued: None 
 Tax I.D. Number: 41-0991508 

  
 A-88









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 RELIASTAR LIFE INSURANCE COMPANY

c/o ING Investment Management LLC
 5780 Powers
Ferry Road NW, Suite 300
 Atlanta, GA 30327-4347
 Attn: Private Placements
 Fax: (770) 690-5342
	  	 A
 B
	  	 $5,100,000
 $5,100,000


 Payments 
 All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: 

The Bank of New York Mellon 
 ABA#: 021000018 
  

			
	 Account:
	  	 IOC 566/INST’L CUSTODY (for scheduled
 principal and interest payments)

	             or
	  	
		  	 IOC 565/INST’L CUSTODY (for all payments
 other than scheduled principal and interest)


 For further credit to: RLIC/Acct. 187035 

Reference (Series A Notes): PPN 16725* AA8 
 Reference (Series B Notes): PPN 16725* AB6 
 Notices 

Address for all notices relating to payments: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 

Atlanta, GA 30327-4347 
 Attn: Operations/Settlements 
 Fax: (770) 690-5316 

Address for all other communications and notices to be addressed as first provided above. 
 Physical Delivery 
 The Bank of New York Mellon 

One Wall Street 

Window A - 3rd Floor 
 New York, NY 10286 
 Reference: RLIC/Acct. 187035 

  
 A-89








 with a copy to: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 

Atlanta, GA 30327-4347 
 Attn: Lindy Freitag 
 Email: Lindy.Freitag@inginvestment.com 

Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity
date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon. 
 Name of Nominee in
which Notes are to be issued: None 
 Tax I.D. Number: 41-0451140 

  
 A-90









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 ING USA ANNUITY AND LIFE INSURANCE COMPANY

c/o ING Investment Management LLC
 5780 Powers
Ferry Road NW, Suite 300
 Atlanta, GA 30327-4347
 Attn: Private Placements
 Fax: (770) 690-5342
	  	 A
 B
	  	 $2,500,000
 $2,500,000


 Payments 
 All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: 

The Bank of New York Mellon 
 ABA#: 021000018 
  

			
	 Account:
	  	 IOC 566/INST’L CUSTODY (for scheduled
 principal and interest payments)

	             or
	  	
		  	 IOC 565/INST’L CUSTODY (for all payments
 other than scheduled principal and interest)


 For further credit to: ING USA - SLDI/Acct. 179369 

Reference (Series A Notes): PPN 16725* AA8 
 Reference (Series B Notes): PPN 16725* AB6 
 Notices 

Address for all notices relating to payments: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 

Atlanta, GA 30327-4347 
 Attn: Operations/Settlements 
 Fax: (770) 690-5316 

    With a copy to: 
 The Bank of New York 
 Insurance Trust Dept. 

101 Barclay 8 West 
 New York, NY 10286 
 Attn.: Bailey Eng 

Baileyeng@bankofny.com 

  
 A-91








 Address for all other communications and notices to be addressed as first provided above. 

Physical Delivery 

The Bank of New York Mellon 
 One Wall Street 
 Window A - 3rd Floor 

New York, NY 10286 
 Reference: ING USA - SLDI/Acct. 179369 
 with a copy to: 

ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 
 Atlanta, GA 30327-4347 

Attn: Lindy Freitag 
 Email: Lindy.Freitag@inginvestment.com 
 Each cover letter accompanying the above Notes should set
forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon. 

Name of Nominee in which Notes are to be issued: None 
 Tax I.D. Number: 41-0991508 

  
 A-92









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 ING USA ANNUITY AND LIFE INSURANCE COMPANY

c/o ING Investment Management LLC
 5780 Powers
Ferry Road NW, Suite 300
 Atlanta, GA 30327-4347
 Attn: Private Placements
 Fax: (770) 690-5342
	  	 A
 B
	  	 $400,000
 $400,000


 Payments 
 All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: 

The Bank of New York Mellon 
 ABA#: 021000018 
  

			
	 Account:
	  	 IOC 566/INST’L CUSTODY (for scheduled
 principal and interest payments)

	             or
	  	
		  	 IOC 565/INST’L CUSTODY (for all payments
 other than scheduled principal and interest)


 For further credit to: ING USA SA/Acct. 136374 

Reference (Series A Notes): PPN 16725* AA8 
 Reference (Series B Notes): PPN 16725* AB6 
 Notices 

Address for all notices relating to payments: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 

Atlanta, GA 30327-4347 
 Attn: Operations/Settlements 
 Fax: (770) 690-5316 

Address for all other communications and notices to be addressed as first provided above. 
 Physical Delivery 
 The Bank of New York Mellon 

One Wall Street 

Window A - 3rd Floor 
 New York, NY 10286 
 Reference: ING USA SA/Acct. 136374 

  
 A-93








 with a copy to: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 

Atlanta, GA 30327-4347 
 Attn: Lindy Freitag 
 Email: Lindy.Freitag@inginvestment.com 

Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity
date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon. 
 Name of Nominee in
which Notes are to be issued: None 
 Tax I.D. Number: 41-0991508 

  
 A-94









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 ING LIFE INSURANCE AND ANNUITY COMPANY

c/o ING Investment Management LLC
 5780 Powers
Ferry Road NW, Suite 300
 Atlanta, GA 30327-4347
 Attn: Private Placements
 Fax: (770) 690-5342
	  	 A
 B
	  	 $300,000
 $300,000


 Payments 
 All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: 

The Bank of New York Mellon 
 ABA#: 021000018 
  

			
	 Account:
	  	 IOC 566/INST’L CUSTODY (for scheduled
 principal and interest payments)

	             or
	  	
		  	 IOC 565/INST’L CUSTODY (for all payments
 other than scheduled principal and interest)


 For further credit to: ILIAC SA/Acct. 216106 

Reference (Series A Notes): PPN 16725* AA8 
 Reference (Series B Notes): PPN 16725* AB6 
 Notices 

Address for all notices relating to payments: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 

Atlanta, GA 30327-4347 
 Attn: Operations/Settlements 
 Fax: (770) 690-5316 

Address for all other communications and notices to be addressed as first provided above. 
 Physical Delivery 
 The Bank of New York Mellon 

One Wall Street 

Window A - 3rd Floor 
 New York, NY 10286 
 Reference: ILIAC SA/Acct. 216106 

  
 A-95








 with a copy to: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 

Atlanta, GA 30327-4347 
 Attn: Lindy Freitag 
 Email: Lindy.Freitag@inginvestment.com 

Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity
date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon. 
 Name of Nominee in
which Notes are to be issued: None 
 Tax I.D. Number: 71-0294708 

  
 A-96









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 FIDELITY & GUARANTY LIFE INSURANCE
COMPANY
 Attention: Investments
 1001 Fleet Street, 6th floor
 Baltimore, MD 21202
 Email: PRIVATEPLACEMENTS@FGLIFE.COM
	  	 A
 B
 C
	  	 $15,000,000
 $15,000,000
 $15,000,000


 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware)
Senior Notes, Series A, due 2017, PPN 16725* AA8, principal, premium or interest”) to: 
 JPMorgan Chase, N.A.

 ABA #021000021 
 Account Number: G80461 
 Account Name: FGLIC BMA PP FIA 

Notices 
 All notices of payments
on or in respect of the Notes and written confirmation of each such payment to be addressed to: 
 Fidelity & Guaranty
Life Insurance Company 
 Attention: Treasury 

1001 Fleet Street, 6th Floor 
 Baltimore, MD 21202 
 Tel: (410) 895-0100 

Email: privateplacements@fglife.com 
 All notices and communications other than those in respect to payments to be addressed to: 
 Fidelity & Guaranty Life Insurance Company 
 Attention: Investments

 1001 Fleet Street, 6th Floor 
 Baltimore, MD 21202 
 Tel: (410) 895-0100 

with a copy sent electronically to: privateplacements@fglife.com 
 and with a copy of any notices regarding Defaults or Events of Defaults under the operative documents to: Attention: General Counsel 

  
 A-97








 Physical Delivery of Notes 

JP Morgan Chase Bank, N.A. 
 4 Chase Metrotech Center 
 3rd Floor 

Attention: Physical Receive Department 
 Brooklyn, NY 11245-0001 
 For account FGLIC BMA PP FIA, #G80461 

Name of Nominee in which Notes are to be issued: none 
 Taxpayer I.D. Number: 52-6033321 

  
 A-98









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	
SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY
 c/o Delaware Investment Advisers
 2005 Market Street, Mail Stop 41-104
 Philadelphia, Pennsylvania 19103

Attention: Fixed Income Private Placements

Private Placement Fax: (215) 255-1654
	  	 B
 B
 B
 C
 C
	  	 $7,000,000
 $7,000,000
 $6,000,000

$6,000,000

$5,000,000


 Payments 
 All principal and interest payments on or in respect of the Notes shall be made in immediately available funds via Fed Wire to: 
 The Bank of New York Mellon 
 One Wall Street, New York, New York 10286 

ABA #021000018 

BNF Account #: IOC566 
 Attention: The Bank of New York Mellon Private Placement P & I Dept. 
 Further
Credit: The Lincoln National Life Insurance Company 
 FFC Account #: (insert The Bank of New York Mellon acct # listed
below) 
 REF: PPN # / SECURITY DESC / PAYT REASON 

For Further Credit Account Numbers Listed Below: 
  

									
	 NOTE
AMOUNT
	  	
SERIES	  	 
LINCOLN ACCOUNT
NAME
	  	CUSTODY
NUMBER	 
	$7,000,000	  	B	  	The Lincoln National Life Insurance Company - Seg 65	  	 	215732	  
	$7,000,000	  	B	  	The Lincoln National Life Insurance Company - Seg 76	  	 	215736	  
	$6,000,000	  	B	  	The Lincoln National Life Insurance Company - Seg 46	  	 	215726	  
	$6,000,000	  	C	  	The Lincoln National Life Insurance Company - Seg 66	  	 	215733	  
	$5,000,000	  	C	  	The Lincoln National Life Insurance Company - Seg 76	  	 	215736	  

 Notices 
 All notices of payments on or in respect of the Notes and written confirmation of each such payment to be addressed to: 
 Delaware Investment Advisers 
 2005 Market Street, Mail Stop 41-104 

Philadelphia, Pennsylvania 19103 
 Attention: Fixed Income Private Placements 
 Private Placement Fax:
(215) 255-1654 

  
 A-99








 With notices of PAYMENT ONLY: 

Lincoln Financial Group 
 1300 South Clinton Street, 5C-00 
 Fort Wayne, Indiana 46802 

Attention: K. Estep — Investment Accounting 
 Investment Accounting Fax: (260) 455-2622 
 and 

The Bank of New York Mellon 
 P. O. Box 19266 
 Newark, New Jersey 07195 

Attention: Private Placement P&I Department 
 Reference: Acct Name/PPN # 
 All other notices and communications to be addressed as first
provided above. 
 Physical Delivery 
 The Bank of New York Mellon 
 Attn: Free Receive Department 

Contact Person: Anthony Saviano, Dept. Manager (Telephone 212-635-6764) 

One Wall Street, 3rd Floor 
 New York, NY 10286 
 (in cover letter reference note amt, acct name, and bank
acct #) 
 Please fax copy of cover letter to: 
 Karen Costa – The Bank of New York Mellon - Fax #: (315) 414-5017 
 Name of Nominee in
which Notes are to be issued: None 
 Taxpayer I.D. Number: 35-0472300 

  
 A-100









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	SERIES
OF NOTES	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 LINCOLN LIFE & ANNUITY COMPANY OF NEW
YORK
 c/o Delaware Investment Advisers
 2005 Market Street, Mail Stop 41-104
 Philadelphia, Pennsylvania 19103

Attention: Fixed Income Private Placements

Private Placement Fax: (215) 255-1654
	  	C	  	$9,000,000

 Payments 
 All principal and interest payments on or in respect of the Notes shall be made in immediately available funds via Fed Wire to: 
 NORTHERN CHGO/Trust 
 801 South Canal St., Chicago, IL 60607 

ABA #: 071000152 
 Credit Wire Account #:
5186041000 
 Attention: Northern Trust Income Dept. 

For: Lincoln Life & Annuity Company of New York 
 For further credit to Custody Account #: 26-24503 
 REF: PPN # / SECURITY DESC / PAYT REASON

 For Further Credit Account Numbers Listed Below: 
  

									
	 NOTE
AMOUNT
	  	SERIES	  	 LINCOLN ACCOUNT
NAME
	  	CUSTODY
NUMBER	 
	$9,000,000	  	C	  	Lincoln Life & Annuity Company of New York Seg 11	  	 	2624503	  

 Notices 
 All notices of payments on or in respect of the Notes and written confirmation of each such payment to be addressed to: 
 Delaware Investment Advisers 
 2005 Market Street, Mail Stop 41-104 

Philadelphia, Pennsylvania 19103 
 Attention: Fixed Income Private Placements 
 Private Placement Fax:
(215) 255-1654 

  
 A-101








 With notices of PAYMENT ONLY: 

Lincoln Financial Group 
 1300 South Clinton Street 
 Fort Wayne, Indiana 46802 

Attention: K. Estep — Investment Accounting 
 Investment Accounting Fax: (260) 455-2622 
 and 

The Northern Trust Company 
 801 South Canal Street 
 Income Collections C-4S 

Attention: Viola Nash / Oscell Owens 
 Chicago, IL 60607 
 Fax: 312-630-8179 

REF Account: 26-24503 & Lincoln Life & Annuity Company of New York & PPN # 

All other notices and communications to be addressed as first provided above. 
 Physical Delivery 
 The Northern Trust Company 

Attn: Wanda Leshone Ross (Telephone 312-557-9507) 
 Trade Securities Processing, C1N 
 801 South Canal Street 

Chicago, IL 60607 

Ref: Acct #26-24503 & Lincoln Life & Annuity Company of New York 

(in cover letter reference Note amount, acct name, and custody acct #) 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 22-0832760 

  
 A-102









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	PRINCIPAL AMOUNT
OF NOTES TO
BE
PURCHASED
			
	 NATIONWIDE LIFE INSURANCE COMPANY

Nationwide Investments — Private Placements

One Nationwide Plaza (1-05-801)
 Columbus, OH
43215-2220
 Email: ooinwpp@nationwide.com
	  	B
 C
	  	$15,000,000
 $5,000,000


 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: 
 The Bank of New York Mellon 
 ABA #021-000-018 

BNF: IOC566 

F/A/O Nationwide Life Insurance Co. Acct #267829 
 Reference (Series B Notes): PPN 16725* AB6; 
 Chicago Bridge & Iron
Co. 4.57% due 12/19/2019 
 Reference (Series C Notes): PPN 16725* AC4; 

Chicago Bridge & Iron Co. 5.15% due 12/19/2022 
 Notices 
 All notices of payments on or in respect of the Notes and written
confirmation of each such payment to be addressed to: 
 Nationwide Life Insurance Company 

c/o The Bank of New York Mellon 
 P.O. Box 19266 
 Attn: P&I Department 

Newark, NJ 07195 

With a copy to: 

Nationwide Life Insurance Company 
 Nationwide Investments—Investment Operations 
 One Nationwide Plaza (1-05-401)

 Columbus, OH 43215-2220 
 All other notices and communications to be addressed as first provided above. 

  
 A-103








 Physical Delivery 
 The Bank of New York Mellon 
 One Wall Street 

3rd Floor—Window A 
 New York, NY 10286 
 F/A/O Nationwide Life Insurance Co. Acct #267829 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 31-4156830 

  
 A-104









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 NATIONWIDE LIFE AND ANNUITY INSURANCE
COMPANY
 Nationwide Investments — Private Placements
 One Nationwide Plaza (1-05-801)
 Columbus, OH 43215-2220

Email: ooinwpp@nationwide.com
	  	B	  	$20,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: 
 The Bank of New York Mellon 
 ABA #021-000-018 

BNF: IOC566 

F/A/O Nationwide Life and Annuity Insurance Co. Acct #267961 
 Reference (Series B Notes): PPN 16725* AB6; 
 Chicago Bridge & Iron
Co. 4.57% due 12/19/2019 
 Notices 
 All notices of payments on or in respect of the Notes and written confirmation of each such payment to be addressed to: 
 Nationwide Life and Annuity Insurance Company 
 c/o The Bank of New York Mellon

 P.O. Box 19266 
 Attn: P&I Department 
 Newark, NJ 07195 

With a copy to: 

Nationwide Life and Annuity Insurance Company 
 Attn: Nationwide Investments—Investment Operations 
 One Nationwide Plaza
(1-05-401) 
 Columbus, OH 43215-2220 
 All other notices and communications to be addressed as first provided above. 

  
 A-105








 Physical Delivery 
 The Bank of New York Mellon 
 One Wall Street 

3rd Floor—Window A 
 New York, NY 10286 
 F/A/O Nationwide Life and Annuity Insurance Co. Acct #267961

 Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 31-1000740 

  
 A-106









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

c/o Babson Capital Management LLC
 1500 Main
Street – Suite 2200
 P.O. Box 15189

Springfield, MA 01115-5189
 Attn: Securities
Investment Division
	  	 A
 B
 C
	  	 $7,900,000
 $8,600,000
 $8,950,000


 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Chicago Bridge & Iron Company
(Delaware), 4.15% Senior Notes Series A due December 19, 2017, PPN 16725* AA8”; “Chicago Bridge & Iron Company (Delaware), 4.57% Senior Notes Series B due December 19, 2019, PPN 16725*
AB6”; or “Chicago Bridge & Iron Company (Delaware), 5.15% Senior Notes Series C due December 19, 2022, PPN 16725* AC4” interest and principal), to: 

MassMutual Co-Owned Account 
 Citibank 
 New York, New York 

ABA # 021000089 

Acct # 30510685 

RE: Description of security, cusip, principal and interest split 
 With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1754 or (413) 226-1803 

Notices 
 All notices and
communications to be addressed as first provided above, except notices with respect to payments to be addressed Suite 200, Attention: Securities Custody and Collection Department. 
 Electronic delivery of financials and other information: privateplacements@babsoncapital.com and jwheeler@babsoncapital.com 
 Physical Delivery 
 Trevor Sanford, Counsel 

Babson Capital Management LLC 
 1500 Main Street, Suite 2800 
 Springfield, MA 01115-5189 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 04-1590850 

  
 A-107









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	PRINCIPAL AMOUNT
OF NOTES TO
BE
PURCHASED
			
	 C.M. LIFE INSURANCE COMPANY
 c/o Babson Capital Management LLC
 1500 Main Street – Suite 2200

P.O. Box 15189
 Springfield, MA
01115-5189
 Attn: Securities Investment Division
	  	 A
 B
 C
	  	$1,100,000
 $1,400,000

$1,050,000


 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Chicago Bridge & Iron Company
(Delaware), 4.15% Senior Notes Series A due December 19, 2017, PPN 16725* AA8”; “Chicago Bridge & Iron Company (Delaware), 4.57% Senior Notes Series B due December 19, 2019, PPN 16725*
AB6”; or “Chicago Bridge & Iron Company (Delaware), 5.15% Senior Notes Series C due December 19, 2022, PPN 16725* AC4” interest and principal), to: 

MassMutual Co-Owned Account 
 Citibank 
 New York, New York 

ABA # 021000089 

Acct # 30510685 

RE: Description of security, cusip, principal and interest split 
 With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1754 or (413) 226-1803 

Notices 
 All notices and
communications to be addressed as first provided above, except notices with respect to payments to be addressed Suite 200, Attention: Securities Custody and Collection Department. 
 Electronic delivery of financials and other information: privateplacements@babsoncapital.com and jwheeler@babsoncapital.com 
 Physical Delivery 
 Trevor Sanford, Counsel 

Babson Capital Management LLC 
 1500 Main Street, Suite 2800 
 Springfield, MA 01115-5189 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 06-1041383 

  
 A-108









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 UNITED OF OMAHA LIFE INSURANCE
COMPANY
 Mutual of Omaha Plaza
 Omaha, Nebraska 68175-1011
 Attention: 4-Investment Accounting

Email: privateplacements@mutualofomaha.com
	  	D	  	$20,000,000

 Payments 
 All principal and interest payments on or in respect of the Notes shall be made by wire transfer of immediately available funds to: 

JPMorgan Chase Bank 
 ABA #021000021 
 Private Income Processing 

For credit to: 

United of Omaha Life Insurance Company 
 Account # 900-9000200 
 a/c: G07097 

PPN 16725* AD2 
 Interest Amount: 
 Principal Amount: 

Notices 
 All notices of payments
of principal and interest, on or in respect of the Notes and written confirmation of each such payment, corporate actions and reorganization notifications to: 
 JPMorgan Chase Bank 
 14201 Dallas Parkway, 13th Floor 

Dallas, Texas 75254-2917 
 Attention: Income Processing 
 a/c: G07097 

All other notices and communications (i.e., quarterly/annual reports, tax filings, modifications, waivers regarding the indenture) to be addressed
as first provided above. 

  
 A-109








 Physical Delivery 
 JPMorgan Chase Bank 
 4 Chase Metrotech Center, 3rd Floor 

Brooklyn, NY 11245-0001 
 Attention: Physical Receive Department 
 Account # G07097 

**It is imperative that the custody account be included on the delivery letter. Without this information, the security will be returned
to the sender. 
 Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 47-0322111 

  
 A-110









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 MUTUAL OF OMAHA INSURANCE COMPANY

Mutual of Omaha Plaza
 Omaha, Nebraska
68175-1011
 Attention: 4-Investment Accounting
 Email: privateplacements@mutualofomaha.com
	  	D	  	$7,000,000

 Payments 
 All principal and interest payments on or in respect of the Notes shall be made by wire transfer of immediately available funds to: 

JPMorgan Chase Bank 
 ABA #021000021 
 Private Income Processing 

For credit to: 

Mutual of Omaha Insurance Company 
 Account # 900-9000200 
 a/c: G07096 

PPN 16725* AD2 
 Interest Amount: 
 Principal Amount: 

Notices 
 All notices of payments
of principal and interest, on or in respect of the Notes and written confirmation of each such payment, corporate actions and reorganization notifications to: 
 JPMorgan Chase Bank 
 14201 Dallas Parkway, 13th Floor 

Dallas, Texas 75254-2917 
 Attention: Income Processing 
 a/c: G07096 

All other notices and communications (i.e., quarterly/annual reports, tax filings, modifications, waivers regarding the indenture) to be addressed
as first provided above. 

  
 A-111








 Physical Delivery 
 JPMorgan Chase Bank 
 4 Chase Metrotech Center, 3rd Floor 

Brooklyn, NY 11245-0001 
 Attention: Physical Receive Department 
 Account # G07096 

**It is imperative that the custody account be included on the delivery letter. Without this information, the security will be returned
to the sender. 
 Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 47-0246511 

  
 A-112









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 COMPANION LIFE INSURANCE COMPANY

Mutual of Omaha Plaza
 Omaha, Nebraska
68175-1011
 Attention: 4-Investment Accounting
 Email: privateplacements@mutualofomaha.com
	  	D	  	$1,000,000

 Payments 
 All principal and interest payments on or in respect of the Notes shall be made by wire transfer of immediately available funds to: 

JPMorgan Chase Bank 
 ABA #021000021 
 Private Income Processing 

For credit to: 

Companion Life Insurance Company 
 Account # 900-9000200 
 a/c: G07903 

PPN 16725* AD2 
 Interest Amount: 
 Principal Amount: 

Notices 
 All notices of payments
of principal and interest, on or in respect of the Notes and written confirmation of each such payment, corporate actions and reorganization notifications to: 
 JPMorgan Chase Bank 
 14201 Dallas Parkway, 13th Floor 

Dallas, Texas 75254-2917 
 Attention: Income Processing 
 a/c: G07903 

All other notices and communications (i.e., quarterly/annual reports, tax filings, modifications, waivers regarding the indenture) to be addressed
as first provided above. 

  
 A-113








 Physical Delivery 
 JPMorgan Chase Bank 
 4 Chase Metrotech Center, 3rd Floor 

Brooklyn, NY 11245-0001 
 Attention: Physical Receive Department 
 Account # G07093 

**It is imperative that the custody account be included on the delivery letter. Without this information, the security will be returned
to the sender. 
 Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 13-1595128 

  
 A-114









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 MODERN WOODMEN OF AMERICA

1701 First Avenue
 Rock Island, Illinois
61201
 Attention: Investment Department

Email: investments@modern-woodmen.org
 Fax: (309)
793-5574
	  	 C
 D
	  	 $10,000,000
 $15,000,000


 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Chicago Bridge & Iron Company
(Delaware), 5.15% Senior Notes Series C due December 19, 2022, PPN 16725* AC4” or “Chicago Bridge & Iron Company (Delaware), 5.30% Senior Notes Series D due December 19, 2022, PPN 16725*
AD2” interest and principal), to: 
 The Northern Trust Company 

50 South LaSalle Street 
 Chicago, Illinois 60675 
 ABA #071-000-152 

Account Name: Modern Woodmen of America 
 Account Number 84352 
 Each such wire transfer shall set forth the name of the Company, the full
title (including the applicable coupon rate and final maturity date) of the Notes, a reference to the PPN and the due date and application (as among principal, premium and interest) of the payment being made. 

Notices 
 All notices and
communications to be addressed as first provided above, except notices with respect to payments and written confirmation of each such payment, to be addressed: 
 Modern Woodmen of America 
 1701 First Avenue 

Rock Island, Illinois 61201 
 Attention: Investment Accounting Department 
 Fax: (309) 793-5688 

Physical Delivery of Notes 
 Send
physical security by via overnight delivery service to the address first provided above except to the attention of Doug Pannier, (309) 793-5567. 
 Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 36-1493430


  
 A-115









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 AMERICAN EQUITY INVESTMENT LIFE INSURANCE
COMPANY
 6000 Westown Parkway
 West Des Moines, IA 50266
 Attention: Investment Department - Private Placements

888-221-1234
 515-221-0329 (fax)

PrivatePlacements@american-equity.com
	  	 B
 C
	  	 $8,000,000
 $8,000,000


 Payments 
 All payments on or in respect of the Notes shall be made in immediately available funds to: 
 State Street Bank & Trust Company 
 ABA # 011000028 

Account # 00076026, Income Collection, BEV3 
 REFERENCE: Series B Notes-PPN 16725* AB6, Chicago Bridge & Iron Company (Delaware), 4.57% Senior Notes due December 19, 2019, Interest Amount, Principal and Premium Amount)

 REFERENCE: Series C Notes-PPN 16725* AC4, Chicago Bridge & Iron Company (Delaware), 5.15% Senior Notes
due December 19, 2022, Interest Amount, Principal and Premium Amount) 
 Notices 

All notices and communications relating to payments should be addressed to: 
 American Equity Investment Life Insurance Co. 
 Attn: Asset Administration

 6000 Westown Parkway 
 West Des Moines, IA 50266 
 515-221-0329 fax 

Financial information, covenant compliance and all other non-payment notices and communications to be addressed as first provided above. 

  
 A-116








 Physical Delivery of Notes 

DTCC/New York Window 
 Plaza Level 
 55 Water Street 

New York, NY 10041 
  

	 	Attn:	Robert Mendez 

 for the account
of State Street, account # BEV3 
 Security Description: Series B Notes-PPN 16725* AB6, Chicago Bridge &
Iron 
 Company (Delaware), 4.57% Senior Notes due December 19, 2019 

Security Description: Series C Notes-PPN 16725* AC4, Chicago Bridge & Iron 

Company (Delaware), 5.15% Senior Notes due December 19, 2022 
 Name in which notes are to be issued: CHIMEFISH & CO 
 Taxpayer I.D. Number: 65-1186810


  
 A-117









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 CMFG LIFE INSURANCE COMPANY
 c/o Members Capital Advisors, Inc.
 Attn: Private Placements

5910 Mineral Point Road
 Madison, Wisconsin
53705-4456
 E-mail: DS-PrivatePlacements@cunamutual.com
	  	 C
 D
	  	 $4,000,000
 $4,000,000


 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Chicago Bridge & Iron Company
(Delaware), 5.15% Senior Notes Series C due December 19, 2022, PPN 16725* AC4” or “Chicago Bridge & Iron Company (Delaware), 5.30% Senior Notes Series D due December 19, 2022, PPN 16725*
AD2” interest and principal), to: 
 ABA: 011000028 

Bank: State Street Bank 
 Account Name: CMFG Life Insurance Company 
 DDA# 1662-544-4 

Reference Fund: ZT1E (Must be 4 digits of reference section/Can include Nominee name here) 

Notices 
 All notices and
communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 
 Contacts: 
  

			
	 Phil Hannifan
 Senior Analyst, Investments
 Phone: (608) 665-7573

Fax: (608) 236-6412
 phillip.hannifan@cunamutual.com
	  	 Carrie Snell
 Servicing &
Closing Specialist
 Phone: (608) 665-8639
 Fax: (608) 236-8639
 carrie.snell@cunamutual.com

		
	 John Petchler
 Managing Director, Investments
 Phone: (608) 665-8255

Fax: (608) 236-6224
 john.petchler@cunamutual.com
	  	 John Britt, Legal Counsel

Phone: (608) 665-8653
 Cell: (860)
539-3394
 Fax: (860) 693-6402

john.britt@cunamutual.com

		
	 Allen Cantrell
 Managing Director, Investments
 Phone: (608) 665-7243

Fax: (608) 236-8228
 al.cantrell@cunamutual.com
	  	


  
 A-118








 Physical Delivery of Notes 

State Street Bank 

DTC/New York Window 
 55 Water Street 
 Plaza Level—3rd Floor 

New York, NY 10041 
 Attention: Robert Mendez; Phone: (617) 985-1914 
 Please include in the
cover letter a reference to CMFG Life Insurance Company 
 Name of Nominee in which Notes are to be issued: TURNKEYS + CO 

Taxpayer I.D. Number for CMFG Life Insurance Company: 39-0230590 
 Taxpayer I.D. Number for TURNKEYS + CO: 03-0400481 

  
 A-119









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 CMFG LIFE INSURANCE COMPANY-MODCO

c/o Members Capital Advisors, Inc.
 Attn: Private
Placements
 5910 Mineral Point Road

Madison, Wisconsin 53705-4456
 E-mail:
DS-PrivatePlacements@cunamutual.com
	  	 C
 D
	  	 $1,000,000
 $1,000,000


 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Chicago Bridge & Iron Company
(Delaware), 5.15% Senior Notes Series C due December 19, 2022, PPN 16725* AC4” or “Chicago Bridge & Iron Company (Delaware), 5.30% Senior Notes Series D due December 19, 2022, PPN 16725*
AD2” interest and principal), to: 
 ABA: 011000028 

Bank: State Street Bank 
 Account Name: CMFG Life Insurance Company-MODCO 
 DDA# 0049-746-1 

Reference Fund: ZT15 (Must be 4 digits of reference section/Can include Nominee name here) 

Notices 
 All notices and
communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 
 Contacts: 
  

			
	 Phil Hannifan
 Senior Analyst, Investments
 Phone: (608) 665-7573

Fax: (608) 236-6412
 phillip.hannifan@cunamutual.com
	  	 Carrie Snell
 Servicing &
Closing Specialist
 Phone: (608) 665-8639
 Fax: (608) 236-8639
 carrie.snell@cunamutual.com

		
	 John Petchler
 Managing Director, Investments
 Phone: (608) 665-8255

Fax: (608) 236-6224
 john.petchler@cunamutual.com
	  	 John Britt, Legal Counsel

Phone: (608) 665-8653
 Cell: (860)
539-3394
 Fax: (860) 693-6402

john.britt@cunamutual.com

		
	 Allen Cantrell
 Managing Director, Investments
 Phone: (608) 665-7243

Fax: (608) 236-8228
 al.cantrell@cunamutual.com
	  	


  
 A-120








 Physical Delivery of Notes 

State Street Bank 

DTC/New York Window 
 55 Water Street 
 Plaza Level - 3rd Floor 

New York, NY 10041 
 Attention: Robert Mendez; Phone: (617) 985-1914 
 Please include in the
cover letter a reference to CMFG Life Insurance Company-MODCO 
 Name of Nominee in which Notes are to be issued: TURNKEYS + CO 

Taxpayer I.D. Number for CMFG Life Insurance Company: 39-0230590 
 Taxpayer I.D. Number for TURNKEYS + CO: 03-0400481 

  
 A-121









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 CUMIS INSURANCE SOCIETY, INC.

c/o Members Capital Advisors, Inc.
 Attn: Private
Placements
 5910 Mineral Point Road

Madison, Wisconsin 53705-4456
 E-mail:
DS-PrivatePlacements@cunamutual.com
	  	 C
 D
	  	 $1,000,000
 $1,000,000


 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Chicago Bridge & Iron Company
(Delaware), 5.15% Senior Notes Series C due December 19, 2022, PPN 16725* AC4” or “Chicago Bridge & Iron Company (Delaware), 5.30% Senior Notes Series D due December 19, 2022, PPN 16725*
AD2” interest and principal), to: 
 ABA: 011000028 

Bank: State Street Bank 
 Account Name: CUMIS INSURANCE SOCIETY, INC. 
 DDA# 1658-736-2 

Reference Fund: ZT1i (Must be 4 digits of reference section/Can include Nominee name here) 

 
 Notices 
 All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 

Contacts: 
  

			
	 Phil Hannifan
 Senior Analyst, Investments
 Phone: (608) 665-7573

Fax: (608) 236-6412
 phillip.hannifan@cunamutual.com
	  	 Carrie Snell
 Servicing &
Closing Specialist
 Phone: (608) 665-8639
 Fax: (608) 236-8639
 carrie.snell@cunamutual.com

		
	 John Petchler
 Managing Director, Investments
 Phone: (608) 665-8255

Fax: (608) 236-6224
 john.petchler@cunamutual.com
	  	 John Britt, Legal Counsel

Phone: (608) 665-8653
 Cell: (860)
539-3394
 Fax: (860) 693-6402

john.britt@cunamutual.com

		
	 Allen Cantrell
 Managing Director, Investments
 Phone: (608) 665-7243

Fax: (608) 236-8228
 al.cantrell@cunamutual.com
	  	


  
 A-122








 Physical Delivery of Notes 

State Street Bank 

DTC/New York Window 
 55 Water Street 
 Plaza Level - 3rd Floor 

New York, NY 10041 
 Attention: Robert Mendez; Phone: (617) 985-1914 
 Please include in the
cover letter a reference to CUMIS Insurance Society, Inc. 
 Name of Nominee in which Notes are to be issued: TURNJETTY + CO 

Taxpayer I.D. Number for CUMIS Insurance Society, Inc.: 39-0972608 
 Taxpayer I.D. Number for TURNJETTY + CO: 02-0558136 

  
 A-123









					
	 
NAME OF AND ADDRESS

OF PURCHASER
	  	 
SERIES

 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 LIFE INSURANCE COMPANY OF THE
SOUTHWEST
 c/o National Life Insurance Company
 One National Life Drive
 Montpelier, Vermont 05604

Attention: Private Placements
 Fax Number: (802)
223-9332
 E-mail: privateinvestments@sentinelinvestments.com
	  	 A
 B
	  	 $7,000,000
 $5,000,000


 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Chicago Bridge & Iron Company
(Delaware), 4.15% Senior Notes Series A due December 19, 2017, PPN 16725* AA8”, or “Chicago Bridge & Iron Company (Delaware), 4.57% Senior Notes Series B due December 19, 2019, PPN 16725*
AB6” interest and principal), to: 
 J.P. Morgan Chase 

New York, New York 10010 
 ABA #021000021 
 Custody Account No. G06475 

Notices 
 All notices and
communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 
 Physical Delivery of Notes 
 Chris P. Gudmastad 

Sentinel Asset Management 
 One National Life Drive 
 Montpelier, VT 05604 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 75-0953004 

  
 A-124









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 SENIOR HEALTH INSURANCE COMPANY OF
PENNSYLVANIA
 c/o Conning, Inc.
 One Financial Plaza, 13th Floor
 Hartford, Connecticut 06103-2627
	  	C	  	$4,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Chicago Bridge & Iron Company
(Delaware), 5.15% Senior Notes Series C due December 19, 2022, PPN 16725* AC4” interest and principal), to: 

Senior Health Insurance Company of Pennsylvania 
 Bank of New York Mellon 
 One Wall Street 

New York, NY 10286 
 ABA #021000018 
 Beneficiary: GLA111566 

Attn: PP P&I Dept. 
 Reference: Acct# 0050688400 – Sr. Health Insurance Co. of PA; CUSIP & 

DESCRIPTION, And Breakdown (principal/income) 
 Notices 
 All notices and communication should be directed to: 

Senior Health Insurance Company of Pennsylvania 
 c/o Conning, Inc. 
 One Financial Plaza, 14th Floor 

Hartford, Connecticut 06103-2627 
 Attention: Samuel O. Otchere 
 Phone: (860) 299-2262 

Facsimile: (860) 299-0262 
 Email: Samuel.Otchere@Conning.com 
 With a copy to be addressed as first provided above to the
attention of: 
 Attention: Private Placement Unit 
 Phone: (860) 299-2173 
 Facsimile: (860) 299-2442 

Email: Conning.Documents@Conning.com 

  
 A-125








 All legal notices and documentation to be addressed as first provided above and directed to: 

Vi R. Smalley, 13th Floor 
 Senior Health Insurance Company of Pennsylvania 
 c/o Conning, Inc. 

One Financial Plaza, 13th Floor 
 Hartford, Connecticut 06103-2627 
 Phone: (860) 299-2054 

Facsimile: (860) 299-0054 
 Email: Vi.Smalley@Conning.com 
 Physical Delivery Instructions: 

Vi R. Smalley, 13th Floor 
 Senior Health Insurance Company of Pennsylvania 
 c/o Conning, Inc. 

One Financial Plaza, 13th Floor 
 Hartford, Connecticut 06103-2627 
 Phone: (860) 299-2054 

Facsimile: (860) 299-0054 
 Email: Vi.Smalley@Conning.com 
 Name of Nominee in which Notes are to be issued: HARE &
CO. 
 Taxpayer I.D. Number: 23-0704970 

  
 A-126









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 PRIMERICA LIFE INSURANCE COMPANY

c/o Conning, Inc.
 One Financial Plaza, 13th
Floor
 Hartford, Connecticut 06103-2627
	  	C	  	$2,500,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Chicago Bridge & Iron Company
(Delaware), 5.15% Senior Notes Series C due December 19, 2022, PPN 16725* AC4” interest and principal), to: 

Primerica Life Insurance Company 
 Account No. 900 9000 127 
 Account Name: Trust Other Demand IT SSG Custody

 FFC Acct Name: Primerica Life Insurance Company 

FFC Acct# G07131 
 JPMorgan Chase Bank 
 One Chase Manhattan Plaza 

New York, New York 10081 
 ABA No. 021000021 
 Reference: CUSIP & DESCRIPTION, And Breakdown
(principal/income)                     
 Notices 
 All notices and communication should be directed to: 

Primerica Life Insurance Company 
 c/o Conning, Inc. 
 One Financial Plaza, 14th Floor 

Hartford, Connecticut 06103-2627 
 Attention: Samuel O. Otchere 
 Phone: (860) 299-2262 

Facsimile: (860) 299-0262 
 Email: Samuel.Otchere@Conning.com 
 With a copy to be addressed as first provided above to the
attention of: 
 Attention: Private Placement Unit 
 Phone: (860) 299-2173 
 Facsimile: (860) 299-2442 

Email: Conning.Documents@Conning.com 

  
 A-127








 All legal notices and documentation to be addressed as first provided above and directed to: 

Vi R. Smalley, 13th Floor 
 Primerica Life Insurance Company 
 c/o Conning, Inc. 

One Financial Plaza, 13th Floor 
 Hartford, Connecticut 06103-2627 
 Phone: (860) 299-2054 

Facsimile: (860) 299-0054 
 Email: Vi.Smalley@Conning.com 
 Physical Delivery Instructions: 

Vi R. Smalley, 13th Floor 
 Primerica Life Insurance Company 
 c/o Conning, Inc. 

One Financial Plaza, 13th Floor 
 Hartford, Connecticut 06103-2627 
 Phone: (860) 299-2054 

Facsimile: (860) 299-0054 
 Email: Vi.Smalley@Conning.com 
 Name of Nominee in which Notes are to be issued: None 

Taxpayer I.D. Number: 04-1590590 

  
 A-128









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 AMERICAN HEALTH AND LIFE INSURANCE
COMPANY
 c/o Conning, Inc.
 One Financial Plaza, 13th Floor
 Hartford, Connecticut 06103-2627
	  	C	  	$1,500,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Chicago Bridge & Iron Company
(Delaware), 5.15% Senior Notes Series C due December 19, 2022, PPN 16725* AC4” interest and principal), to: 

American Health and Life Insurance Company 
 Account No. 900 9000 127 
 Account Name: Trust Other Demand IT SSG Custody

 FFC Acct Name: American Health and Life Insurance Company 

FFC Acct# G07155 
 JPMorgan Chase Bank 
 One Chase Manhattan Plaza 

New York, New York 10081 
 ABA No. 021000021 
 Reference: CUSIP & DESCRIPTION, And Breakdown
(principal/income)                     
 Notices 
 All notices and communication should be directed to: 

American Health and Life Insurance Company 
 c/o Conning, Inc. 
 One Financial Plaza, 14th Floor 

Hartford, Connecticut 06103-2627 
 Attention: Samuel O. Otchere 
 Phone: (860) 299-2262 

Facsimile: (860) 299-0262 
 Email: Samuel.Otchere@Conning.com 
 With a copy to be addressed as first provided above to the
attention of: 
 Attention: Private Placement Unit 
 Phone: (860) 299-2173 
 Facsimile: (860) 299-2442 

Email: Conning.Documents@Conning.com 

  
 A-129








 All legal notices and documentation to be addressed as first provided above and directed to: 

Vi R. Smalley, 13th Floor 
 American Health and Life Insurance Company 
 c/o Conning, Inc. 

One Financial Plaza, 13th Floor 
 Hartford, Connecticut 06103-2627 
 Phone: (860) 299-2054 

Facsimile: (860) 299-0054 
 Email: Vi.Smalley@Conning.com 
 Physical Delivery Instructions: 

Vi R. Smalley, 13th Floor 
 American Health and Life Insurance Company 
 c/o Conning, Inc. 

One Financial Plaza, 13th Floor 
 Hartford, Connecticut 06103-2627 
 Phone: (860) 299-2054 

Facsimile: (860) 299-0054 
 Email: Vi.Smalley@Conning.com 
 Name of Nominee in which Notes are to be issued: None 

Taxpayer I.D. Number: 52-0696632 

  
 A-130









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 NATIONAL BENEFIT LIFE INSURANCE COMPANY

c/o Conning, Inc.
 One Financial Plaza, 13th
Floor
 Hartford, Connecticut 06103-2627
	  	C	  	$1,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Chicago Bridge & Iron Company
(Delaware), 5.15% Senior Notes Series C due December 19, 2022, PPN 16725* AC4” interest and principal), to: 

National Benefit Life Insurance Company 
 Account No. 900 9000 127 
 Account Name: Trust Other Demand IT SSG Custody

 FFC Acct Name: National Benefit Life Insurance Company 

FFC Acct# G07127 
 JPMorgan Chase Bank 
 One Chase Manhattan Plaza 

New York, New York 10081 
 ABA No. 021000021 
 Reference: CUSIP & DESCRIPTION, And Breakdown
(principal/income)                     

Notices 
 All notices and
communication should be directed to: 
 National Benefit Life Insurance Company 

C\O Conning, Inc. 
 One Financial Plaza 14th Floor 
 Hartford, CT 06103-2627 

Attention: Samuel O. Otchere 
 Phone: 860-299-2262 
 Facsimile: 860-299-0262 

Email: Samuel.Otchere@Conning.com 
 With a copy to be addressed as first provided above to the attention of: 

Attention: Private Placement Unit 
 Phone: (860) 299-2173 
 Facsimile: (860) 299-2442 

Email: Conning.Documents@Conning.com 

  
 A-131








 All legal notices and documentation to be addressed as first provided above and directed to: 

Vi R. Smalley, 13th Floor 
 National Benefit Life Insurance Company 
 c/o Conning, Inc. 

One Financial Plaza, 13th Floor 
 Hartford, Connecticut 06103-2627 
 Phone: (860) 299-2054 

Facsimile: (860) 299-0054 
 Email: Vi.Smalley@Conning.com 
 Physical Delivery Instructions: 

Vi R. Smalley, 13th Floor 
 American Health and Life Insurance Company 
 c/o Conning, Inc. 

One Financial Plaza, 13th Floor 
 Hartford, Connecticut 06103-2627 
 Phone: (860) 299-2054 

Facsimile: (860) 299-0054 
 Email: Vi.Smalley@Conning.com 
 Name of Nominee in which Notes are to be issued: None 

Taxpayer I.D. Number: 23-1618791 

  
 A-132









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 TRITON INSURANCE COMPANY
 c/o Conning, Inc.
 One Financial Plaza, 13th Floor

Hartford, Connecticut 06103-2627
	  	C	  	$1,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Chicago Bridge & Iron Company
(Delaware), 5.15% Senior Notes Series C due December 19, 2022, PPN 16725* AC4” interest and principal), to: 

Triton Insurance Company 
 Account No. 900 9000 127 
 Account Name: Trust Other Demand IT SSG Custody

 FFC Acct Name: Triton Insurance Comapny 
 FFC Acct# G07117 
 JPMorgan Chase Bank 

One Chase Manhattan Plaza 
 New York, New York 10081 
 ABA No. 021000021 

Reference: CUSIP & DESCRIPTION, And Breakdown
(principal/income)                     
 Notices 
 All notices and communication should be directed to: 

Triton Insurance Company 
 c/o Conning, Inc. 
 One Financial Plaza, 14th Floor 

Hartford, Connecticut 06103-2627 
 Attention: Samuel O. Otchere 
 Phone: (860) 299-2262 

Facsimile: (860) 299-0262 
 Email: Samuel.Otchere@Conning.com 
 With a copy to be addressed as first provided above to the
attention of: 
 Attention: Private Placement Unit 
 Phone: (860) 299-2173 
 Facsimile: (860) 299-2442 

Email: Conning.Documents@Conning.com 

  
 A-133








 All legal notices and documentation to be addressed as first provided above and directed to: 

Vi R. Smalley, 13th Floor 
 Triton Insurance Company 
 c/o Conning, Inc. 

One Financial Plaza, 13th Floor 
 Hartford, Connecticut 06103-2627 
 Phone: (860) 299-2054 

Facsimile: (860) 299-0054 
 Email: Vi.Smalley@Conning.com 
 Physical Delivery Instructions: 

Vi R. Smalley, 13th Floor 
 Triton Insurance Company 
 c/o Conning, Inc. 

One Financial Plaza, 13th Floor 
 Hartford, Connecticut 06103-2627 
 Phone: (860) 299-2054 

Facsimile: (860) 299-0054 
 Email: Vi.Smalley@Conning.com 
 Name of Nominee in which Notes are to be issued: None 

Taxpayer I.D. Number: 59-2174734 

  
 A-134









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 PHOENIX LIFE INSURANCE COMPANY

c/o Phoenix Life Insurance Company
 One American
Row
 Private Placement Department H-2W

Hartford, CT 06102
	  	A	  	$4,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
4.15% Senior Notes Series A due December 19, 2017, PPN 16725* AA8”, principal, premium or interest”) to: 

JP Morgan Chase 

New York, NY 

ABA 021 000 021 

Account Name: Income Processing 
 Account Number: 900 9000 200 
 Reference: Phoenix Life Insurance, G05123, Chicago
Bridge & Iron 
 Notices 
 All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 

All legal notices should be addressed to: 
 Phoenix Life Insurance Company 
 One American Row 

Hartford, CT 06102 
 Attention: Brad Buck 
 Physical Delivery 

Phoenix Life Insurance Company 
 One American Row 
 Hartford, CT 06102 

Attention: Brad Buck 
 Name of
Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 06-0493340 

  
 A-135









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 PHL VARIABLE INSURANCE COMPANY

c/o Phoenix Life Insurance Company
 One American
Row
 Private Placement Department H-2W

Hartford, CT 06102
	  	A	  	$4,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
4.15% Senior Notes Series A due December 19, 2017, PPN 16725* AA8”, principal, premium or interest”) to: 

JP Morgan Chase 

New York, NY 

ABA 021 000 021 

Account Name: Income Processing 
 Account Number: 900 9000 200 
 Reference: Phoenix Variable, G11923, Chicago
Bridge & Iron 
 Notices 
 All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 

All legal notices should be addressed to: 
 Phoenix Life Insurance Company 
 One American Row 

Hartford, CT 06102 
 Attention: Brad Buck 
 Physical Delivery 

Phoenix Life Insurance Company 
 One American Row 
 Hartford, CT 06102 

Attention: Brad Buck 
 Name of
Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 06-1045829 

  
 A-136









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 PHOENIX LIFE INSURANCE COMPANY

c/o Phoenix Life Insurance Company
 One American
Row
 Private Placement Department H-2W

Hartford, CT 06102
	  	A	  	$1,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
4.15% Senior Notes Series A due December 19, 2017, PPN 16725* AA8”, principal, premium or interest”) to: 

JP Morgan Chase 

New York, NY 

ABA 021 000 021 

Account Name: Income Processing 
 Account Number: 900 9000 200 
 Reference: Phoenix Life Insurance, G05689, Chicago
Bridge & Iron 
 Notices 
 All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 

All legal notices should be addressed to: 
 Phoenix Life Insurance Company 
 One American Row 

Hartford, CT 06102 
 Attention: Brad Buck 
 Physical Delivery 

Phoenix Life Insurance Company 
 One American Row 
 Hartford, CT 06102 

Attention: Brad Buck 
 Name of
Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 06-0493340 

  
 A-137









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 PHL VARIABLE INSURANCE COMPANY

c/o Phoenix Life Insurance Company
 One American
Row
 Private Placement Department H-2W

Hartford, CT 06102
	  	A	  	$1,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
4.15% Senior Notes Series A due December 19, 2017, PPN 16725* AA8”, principal, premium or interest”) to: 

JP Morgan Chase 

New York, NY 

ABA 021 000 021 

Account Name: Income Processing 
 Account Number: 900 9000 200 
 Reference: Phoenix Variable, G09389, Chicago
Bridge & Iron 
 Notices 
 All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 

All legal notices should be addressed to: 
 Phoenix Life Insurance Company 
 One American Row 

Hartford, CT 06102 
 Attention: Brad Buck 
 Physical Delivery 

Phoenix Life Insurance Company 
 One American Row 
 Hartford, CT 06102 

Attention: Brad Buck 
 Name of
Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 06-1045829 

  
 A-138









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 FARM BUREAU LIFE INSURANCE COMPANY

c/o FBL Financial Group, Inc.
 Attention:
Securities Department-Private Placements
 5400 University Avenue
 West Des Moines, IA 50266
 Email: privateplacements@FBLFinancial.com
	  	D	  	$8,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Chicago Bridge & Iron Company
(Delaware), 5.30% Senior Notes Series D due December 19, 2022, PPN 16725* AD2” interest and principal), to: 

JP Morgan Chase Bank 
 ABA No.: 021-000-021 
 A/C #9009002859 

Account No. G10557 (Please do not put a space between G and Acct Number) 

Reference: PPN, Name of Issuer & Description; Principal and Interest Payment 

Contact: privateplacements@fblfinancial.com 
 Notices 
 All notices and communications, including notices with respect to payments
and written confirmation of each such payment, to be addressed as first provided above 
 All other notices and communications to be addressed
as first provided above. 
 Physical Delivery 
 JPMorgan Chase Bank, N.A. 
 4 Chase Metrotech Center, 3rd Floor 

Brooklyn, New York 11245-0001 
 Attn: Physical Receive Department 
 Reference: G10557/Farm Bureau Life Insurance Co

 Name of Nominee in which Notes are to be issued: Cudd & Co. 
 Taxpayer I.D. Number for CUDD & CO.: 13-6022143 

  
 A-139









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 SOUTHERN FARM BUREAU LIFE INSURANCE
COMPANY
 1401 Livingston Lane
 Jackson, MS 39213
 Attn: Investment Department
	  	A	  	$6,000,000

 Payments 
 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chicago Bridge & Iron Company (Delaware),
4.15% Senior Notes Series A due December 19, 2017, PPN 16725* AA8”, principal, premium or interest”) to: 

State Street Bank and Trust Company 
 Boston, MA 02101 
 ABA #011000028 

For further credit to: Southern Farm Bureau Life Insurance Company, 

                       
           DDA #59848127 

                       
           Account #EQ83 
 Notices 

All notices of scheduled payments and written confirmations of such wire transfers should be sent to the address above. All other communications,
including Waivers, Amendments, Consents and financial information should be sent to: 
 Investment Department 

Southern Farm Bureau Life Insurance Company 
 P. O. Box 78 
 Jackson, MS 39205 

Attn: Investment Department 
 or by overnight delivery to: 
 1401 Livingston Lane 

Jackson, MS 39213 
 Contact
Person: David Divine 
 Telephone (601) 981-5332 extension 1010 

Facsimile (601)-981-3605 
 ddivine@sfbli.com 
 Shirley Anderson 

Telephone (601) 981-5332 extension 1351 

sanderson@sfbli.com 

  
 A-140








 Physical Delivery of Notes 

Shirley Anderson 

Southern Farm Bureau Life Insurance Company 
 1401 Livingston Lane 
 Jackson, MS 39213 

(601) 981-5332 extension 1351 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 64-0283583 

  
 A-141









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 ASSURITY LIFE INSURANCE COMPANY

2000 Q Street
 P.O. Box 82533

Lincoln, Nebraska 68501-2533
	  	B	  	$3,000,000

 Payments 
 All payments on or in respect of the Notes shall be made by wire transfer of immediately available funds to: 
 US Bank National Association 
 13th and M Streets 

Lincoln, Nebraska 68508 
 ABA #104000029 
 Account of: Assurity Life Insurance Company 

General Fund Account: 1-494-0092-9092 
 Each such wire transfer shall set forth the name of the issuer, the full title of the Notes (including the rate and final redemption to maturity date) and application of such funds among principal,
premium and interest, if applicable. 
 Notices 
 All notices of payments and written confirmation of such wire transfers should be sent to: 
 Assurity Life Insurance Company 
 2000 Q Street 

Lincoln, Nebraska 68503 
 Attention: Investment Division 
 Fax: (402) 458-2170 

Phone: (402) 437-3682 
 All
other communications should be addressed as first provided above. 
 Physical Delivery of Notes 

Assurity Life Insurance Company 
 2000 Q Street 
 Lincoln, Nebraska 68503 

Attention: Victor Weber, Senior Director—Investments 
 Phone: (402) 437-3682 
 FAX: (402) 458-2170 

Email: vweber@assurity.com 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 38-1843471 

  
 A-142









					
	 NAME OF AND ADDRESS

OF PURCHASER
	  	 SERIES
 OF NOTES
	  	 PRINCIPAL AMOUNT

OF NOTES TO BE

PURCHASED

			
	 PAN-AMERICAN LIFE INSURANCE COMPANY

601 Poydras Street
 Investment Department, 28th
Floor
 New Orleans, LA 70130
	  	C	  	$3,000,000

 Payments 
 All payments on or in respect of the Notes shall be made by wire transfer of immediately available funds to: 
 JPMorgan Chase 
 201 St. Charles Avenue 

New Orleans, LA 70170 
 Account #110029496 
 ABA #021000021 

Account of: Pan-American Life Insurance Company 
 identifying the issue by Cusip number and description of security and providing complete details including breakdown of principal and interest. Bank Contact: Elsa Sydney 504-623-1352 

Notices 
 All notices of payments
and written confirmation of such wire transfers should be sent to: 
 Pan-American Life Insurance Company 

Attn: David M. Hnatyshyn, CISA, FLMI 
          Manager, Investment Administration 
 601 Poydras Street 
 Investment Department, 28th Floor 

New Orleans, LA 70130 
 Direct Dial: 504-566-3497 
 Fax: 504-566-3459 

Email: dhnatyshyn@panamericanlife.com 
 All other communications should be addressed as first provided above. 
 Physical Delivery of
Notes 
 Send physical security by via overnight delivery service to the address first provided above except to the attention of Esmar
Williamson. 
 Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 72-0281240 

  
 A-143








 DEFINED TERMS 

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

 “Acceptable Jurisdiction” means The Netherlands, the United States of America, Canada and any country that
on April 30, 2004 was a member of the European Union, including any state or political subdivision of any thereof, (including, in the case of the United States of America, the District of Columbia); provided, however, in no event shall
Portugal, Italy, Ireland, Greece and Spain be an “Acceptable Jurisdiction” hereunder. 
 “Account Control
Agreement” means, with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract in which the Escrowed Closing Proceeds shall be deposited, an agreement, in form and substance
reasonably satisfactory to the Purchasers, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Company maintaining such account or owning such entitlement or
contract, effective to grant “control” (within the meaning of Articles 8 and 9 under the applicable UCC) over such account to Escrow Agent, as amended and in effect. 
 “Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Parent Guarantor or any of its Subsidiaries
(i) 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 (ii) 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. 
 “Adjusted Indebtedness” of a Person means, without duplication, such Person’s Indebtedness but excluding obligations with respect to (i) the undrawn portion of any Performance
Letters of Credit, bank guarantees supporting obligations comparable to those supported by Performance Letters of Credit and all reimbursement agreements related thereto and (ii) 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. 

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or
indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and, with respect to either Obligor, shall include any Person beneficially owning or holding, directly or indirectly,
10% or more of any class of voting or equity interests of such Obligor or any Subsidiary or any corporation of which such Obligor and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of
voting or equity interests. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the 

  

SCHEDULE B 
 (to Note Purchase Agreement) 







 
direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to
an “Affiliate” is a reference to an Affiliate of any Obligor. 
 “Alternative Minimum Net Worth
Amount” shall mean the sum of (a) $674,755,000 plus (b) fifty percent (50%) of the sum of Consolidated Net Income (if positive) earned in each fiscal quarter, commencing with the fiscal quarter ending on September 30,
2010, plus (c) 75% of the amount, if any, by which stockholders’ equity of the Parent Guarantor is, in accordance with GAAP, adjusted from time to time as a result of the issuance of any Equity Interests after June 30, 2010.

 “AML/Terrorist Law Listed Person” is defined in Section 5.16(a). 

“AML/Terrorist Laws” is defined in Section 5.16(c). 

“Anti-Money Laundering Laws” is defined in Section 5.16(c). 

“Anti-Terrorism Order” means Executive Order No. 13,224 of September 24, 2001, Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended. 
 “Blocked Person” is defined in Section 5.16(a). 

“Bridge Facility” means bridge loans under a senior bridge facility with Bank of America, N.A. as administrative agent,
the Company, as borrower and the Parent Guarantor and its Subsidiaries as guarantors, as amended and in effect. 

“Business Day” means for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on
which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York
or Houston, Texas are required or authorized to be closed. 
 “Capital Stock” means (i) in the case of a
corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership,
partnership interests (whether general or limited) and (iv) 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 GAAP. 

  
 B-2








 “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 GAAP. 
 “Change of Control” is defined in Section 8.7(g). 

“CISADA” means the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, United States Public Law
111195, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect. 

“Closing” is defined in Section 3. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time. 

“Company” means Chicago Bridge & Iron Company (Delaware), a Delaware corporation or any successor that becomes
such in the manner prescribed in Section 10.2. 
 “Confidential Information” is defined in
Section 21. 
 “Consolidated Fixed Charges” means, for any period, the sum of (i) Consolidated
Long-Term Lease Rentals for such period and (ii) consolidated Interest Expense of the Parent Guarantor and its Subsidiaries (including capitalized interest and the interest component of Capitalized Leases) for such period; provided, that
for each period following the Transaction Closing Date until four full quarters following the Transaction Closing Date have passed, interest expense shall be calculated by multiplying the interest expense for the first such quarter by four, and for
the period of two such quarters by two and for the period of three such quarters by 4/3. 
 “Consolidated Long-Term
Lease Rentals” means, for any period, the sum of the minimum amount of rental and other obligations of the Parent Guarantor 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. 
 “Consolidated Net Income” means, for any period, the net income (or deficit)
of the Parent Guarantor 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) and (b) net earnings of any
Person (other than a Subsidiary) in which the Parent Guarantor or any Subsidiary has an ownership interest unless such net earnings shall have actually been received by the Parent Guarantor 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 

  
 B-3








 
Income, (i) provisions for income taxes, (ii) Consolidated Fixed Charges, (iii) extraordinary, unusual or non-recurring charges otherwise deducted in arriving at Consolidated Net
Income for such period arising from (A) the GenOn AQC Project, in an aggregate amount not to exceed $20.1 million, incurred prior to May 31, 2012 and (B) the Dominion project in an aggregate amount not to exceed $88 million, incurred
prior to May 31, 2012, (iv) 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 Parent Guarantor,
(v) retention bonuses paid to officers, directors and employees of the Parent Guarantor and its Subsidiaries in connection with the Transaction not to exceed $25,000,000, (vi) 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, (vii) 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, and (viii) expenses incurred in connection with the Shaw Acquisition and relating to termination and severance as to, or relocation of,
officers, directors and employees not exceeding $110,000,000; provided that EBITDA shall exclude the EBITDA of the business sold pursuant to the E&C Sale (as defined in the Transaction Agreement) from and after the date that the E&C
Sale is consummated, on a pro forma basis as if the E&C Sale had occurred on the first business day of the period; provided, further, that clauses (iii), (v), (vii) and (viii) of this definition shall be applicable only from and
after the consummation of the Shaw Acquisition. 
 “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 Parent Guarantor and its consolidated Subsidiaries plus any preferred stock of the Parent Guarantor to the extent that it has
not been redeemed for indebtedness, as determined in accordance with GAAP. 
 “Consolidated Total Assets”
means, as of any date of determination, the total amount of all assets of the Parent Guarantor and its Subsidiaries, determined on a consolidated basis in accordance with GAAP. 

“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, 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


  
 B-4








 
guaranteed or otherwise supported assuming such Person is required to perform thereunder, in all other cases. 
 “Continuing Director” is defined in Section 8.7(g). 

“Controlled Entity” means any of the Subsidiaries of any Obligor and any of their or any Obligor’s respective
Controlled Affiliates. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise. 
 “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. 

“Credit Agreement” means, individually and collectively (as the context may require), (i) any credit or facility
agreement of an Obligor or any Subsidiary or other agreement of an Obligor or a Subsidiary, in each case, either (a) providing for a committed facility (providing for either revolving loans or term loans or a combination of both) of
Indebtedness in an aggregate principal amount of $100,000,000 or greater or (b) pursuant to which, and at the relevant time of determination, an aggregate principal amount of $100,000,000 or greater or Indebtedness is outstanding, (ii) the
Bridge Facility, (iii) the Term Facility, (iv) the Revolving Credit Facility, (v) the Existing Revolving Credit Agreement and (vi) the Existing Term Facility, in each case as amended, restated, joined, supplemented or otherwise
modified from time to time, and any renewals, extensions or replacements thereof. 
 “Default” means an event
or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default. 
 “Default Rate” means, with respect to the Notes of any series, that rate of interest that is the greater of (i) 2.0% per annum above the rate of interest stated in clause (a) of
the first paragraph of the Notes of such series or (ii) 2.0% over the rate of interest publicly announced by Bank of America, N.A. in New York, New York as its “base” or “prime” rate. 

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or
prior to the date that is ninety-one (91) days after maturity date of the Series D Notes. 
 “Dollars”
or “U.S.$” means lawful money of the United States of America. 

  
 B-5








 “Domestic Subsidiary” means a Subsidiary of the Parent Guarantor organized
under the laws of a jurisdiction located in the United States of America and substantially all of the operations of which are conducted within the United States. 
 “EBIT” means, for any period, on a consolidated basis for the Parent Guarantor and its Subsidiaries, the sum of the amounts for such period, without duplication, calculated in each case
in accordance with GAAP, of (i) Consolidated Net Income, plus (ii) Interest Expense to the extent deducted in computing Consolidated Net Income, plus (iii) charges against income for foreign, federal, state and local taxes to the
extent deducted in computing Consolidated Net Income, plus (iv) any other non recurring non-cash charges (excluding any such non-cash charges to the extent any such non-cash charge becomes, or is expected to become, a cash charge in a later
period) to the extent deducted in computing Consolidated Net Income, plus (v) extraordinary losses incurred other than in the ordinary course of business to the extent deducted in computing Consolidated Net Income, minus (vi) any
non-recurring non-cash credits to the extent added in computing Consolidated Net Income, minus (vii) extraordinary gains realized other than in the ordinary course of business to the extent added in computing Consolidated Net Income.

 “EBITDA” means, for any period, on a consolidated basis for the Parent Guarantor and its Subsidiaries, the
sum of the amounts for such period, without duplication, calculated in each case in accordance with GAAP, of (i) EBIT plus (ii) depreciation expense to the extent deducted in computing Consolidated Net Income, plus (iii) amortization
expense, including, without limitation, amortization of goodwill and other intangible assets to the extent deducted in computing Consolidated Net Income, plus (iv) non-cash compensation expenses for management or employees to the extent
deducted in computing Consolidated Net Income, plus (v) extraordinary, unusual or non-recurring charges otherwise deducted in arriving at Consolidated Net Income for such period arising from (A) the GenOn AQC Project, in an aggregate
amount not to exceed $20.1 million, incurred prior to May 31, 2012 and (B) the Dominion project in an aggregate amount not to exceed $88 million, incurred prior to May 31, 2012, plus (vi) 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 Parent Guarantor plus (vii) retention bonuses paid to officers, directors and employees of the
Parent Guarantor and its subsidiaries in connection with the Transaction not to exceed $25,000,000, plus (viii) 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, plus (ix) 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, plus (x) expenses incurred in connection with the Shaw Acquisition and relating to termination and severance as to, or relocation of, officers, directors and employees not exceeding $110,000,000;
provided that EBITDA shall exclude the EBITDA of the business sold pursuant to the E&C Sale (as defined in the Transaction Agreement) from and after the date that the E&C Sale is consummated, on a pro forma basis as if the E&C
Sale had occurred on the first business day of the period; provided, further, that clauses (v), (vii), (ix) and (x) of this definition shall be applicable only from and after the consummation of the Shaw Acquisition. 

  
 B-6








 “Electronic Delivery” is defined in Section 7.1(a). 

“Employee Benefit Plan” means an employee benefit plan as defined in Section 3(3) of ERISA. 

“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment,
including but not limited to those related to Hazardous Materials. 
 “Equity Interests” means Capital Stock
and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). Equity Interests will not include any Incentive Arrangements or obligations or
payments thereunder. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the rules and regulations promulgated thereunder from time to time in effect. 
 “ERISA Affiliate”
means any trade or business (whether or not incorporated) that is treated as a single employer together with any Obligor under section 414 of the Code. 
 “Escrow Agent” means Computershare Trust Company, N.A. and its permitted successors, as escrow agent under the terms of the Escrow Agreement. 

“Escrow Agreement” means the Escrow Agreement dated December 27, 2012 among the Escrow Agent, the Company and the
Purchasers, as amended and in effect. 
 “Escrow Agreement Default Event” shall have occurred if the Required
Holders have given the Company and the Escrow Agent written notice of the existence of a Default or Event of Default in accordance with Section 4(f) of the Escrow Agreement. 

“Escrowed Closing Proceeds” means the $800,000,000 proceeds from the issue and sale of the Notes that shall be funded by
the Purchasers on the date of Closing and held in escrow by the Escrow Agent pursuant to the terms of the Escrow Agreement. 

“Event of Default” is defined in Section 11. 

“Excluded Foreign Subsidiary” means any Foreign Subsidiary other than those listed as Foreign Subsidiaries on Schedule
5.4. 
 “Existing Revolving Credit Agreement” means that certain Third Amended and Restated Credit Agreement
dated as of July 23, 2010 by and among the Company and certain of the Subsidiaries of the Parent Guarantor parties thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended by Amendment No. 1
thereto dated as of 

  
 B-7








 
October 14, 2011 and Amendment No. 2 thereto dated as of December 21, 2012, and as may be further amended, restated, supplemented or otherwise modified from time to time.

 “Existing Term Facility” means that certain $125,000,00 Letter of Credit and Term Loan Agreement dated as of
November 6, 2006, by and among the Parent Guarantor, the Company and certain of the Subsidiaries of the Parent Guarantor parties thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, as amended by First
Amendment thereto dated November 9, 2007, Second Amendment thereto dated August 5, 2008 and Third Amendment thereto dated December 21, 2012, and as may be further amended, restated, supplemented or otherwise modified from time to
time. 
 “Financial Letter of Credit” means any letter of credit issued or deemed issued under the Revolving
Credit Agreement other than a Performance Letter of Credit. 
 “Financing Agreements” means, collectively, this
Agreement, the Notes, the Escrow Agreement, the Account Control Agreement and any other agreement or instrument executed and delivered in connection with this Agreement. 
 “Fixed Charge Coverage Ratio” is defined in Section 10.9. 

“Foreign Subsidiary” means a Subsidiary of the Parent Guarantor which is not a Domestic Subsidiary. 

“Form 10-K” is defined in Section 7.1(b). 
 “Form 10-Q” is defined in Section 7.1(a). 

“GAAP” means generally accepted accounting principles (including, if applicable, International Financial Reporting
Standards) as in effect from time to time in the United States of America; provided, however, with respect to the calculation of financial ratios and other financial tests, “GAAP” means generally accepted accounting principles
(including, if applicable, International Financial Reporting Standards) as in effect on the date of this Agreement, applied in a manner consistent with that used in preparing the financial statements of the Parent Guarantor referred to in
Section 5.5. 
 “Governmental Authority” means 

(a) the government of 
 (i) the United States of America or any State or other political subdivision thereof, or 
 (ii) any other jurisdiction in which any Obligor or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of any Obligor or any Subsidiary, or


  
 B-8








 (b) any entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government. 
 “Guaranty” means, with respect to any
Person, any obligation of such Person guaranteeing, or in effect guaranteeing, any Indebtedness in any manner, whether directly or indirectly, including such obligations incurred through an agreement, contingent or otherwise, by such Person:

 (a) to purchase such Indebtedness or any property constituting security therefor; 

(b) to advance or supply funds (i) for the purchase or payment of such Indebtedness, or (ii) to maintain any
working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness; 

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such
Indebtedness the ability of any other Person to make payment of the Indebtedness; or 
 (d) otherwise to assure
the owner of such Indebtedness against loss in respect thereof. 
 In any computation of the Indebtedness of the obligor under
any Guaranty, the Indebtedness that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor. 

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other substances that are regulated
under laws relating to the environment, health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release,
discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum
products, lead based paint, radon gas or similar restricted, prohibited or penalized substances. 
 “Hedging
Arrangements” is defined in the definition of Hedging Obligations below. 
 “Hedging Obligations” of a
Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under
(i) any and all agreements, devices or arrangements designed to protect at least one of the parties thereto from the fluctuations of interest rates, commodity prices, exchange rates or forward rates applicable to such party’s assets,
liabilities or exchange transactions, including, but not limited to, dollar denominated or cross currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection


  
 B-9








 
agreements, forward rate currency or interest rate options, puts and warrants or any similar derivative transactions (“Hedging Arrangements”), and (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any of the foregoing. 
 “holder” means,
with respect to any Note the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 14.1. 
 “Incentive Arrangements” means any stock ownership, restricted stock, stock option, stock appreciation rights, “phantom” stock plans, employment agreements, non competition
agreements, subscription and stockholders agreements and other incentive and bonus plans and similar arrangements made in connection with the retention of executives, officers or employees of the Parent Guarantor and its Subsidiaries. 

“Incorporated Covenant” is defined in Section 9.11(a). 

“Indebtedness” of a Person means, without duplication, such Person’s (a) obligations for borrowed
money, (b) obligations representing the deferred purchase price of property or services (other than (i) accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade, and
(ii) earnouts or other similar forms of contingent purchase prices), (c) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from property or assets now or hereafter owned or acquired by such
Person, but excluding in any event the NEH Bonds, and the Lien on stock of NEH securing such bonds, (d) obligations which are evidenced by notes, acceptances or other instruments, (e) Capitalized Lease Obligations, (f) Contingent
Obligations, (g) obligations with respect to any letters of credit, bank guarantees and similar instruments, including, without limitation, Financial Letters of Credit and Performance Letters of Credit, and all reimbursement agreements related
thereto, (h) Off-Balance Sheet Liabilities and (j) Disqualified Stock. 
 “Initial Material Domestic
Subsidiary Guarantor” means each of (i) CB&I Inc., a Texas corporation, (ii) CBI Services, Inc., a Delaware corporation, and (iii) Chicago Bridge & Iron Company, a Delaware corporation. 

“Initial Material Subsidiary Guarantor” means, as of the date of Closing (without duplication), any Subsidiary, other
than the Company, (i) the consolidated net revenues of which for the most recent fiscal year of the Parent Guarantor for which audited financial statements have been provided were greater than 5% of the Parent Guarantor’s consolidated net
revenues for such year, (ii) the consolidated tangible assets of which as of the end of such fiscal year were greater than 5% of the Parent Guarantor’s consolidated tangible assets as of such date or (iii) that is designated as a
“borrower” under a Credit Agreement, and which Subsidiaries, collectively, constitute at least 80% of the Consolidated Total Assets at of such date and at least 80% of the consolidated net revenues of the Parent Guarantor and its
Subsidiaries for such year. As of the date of the Closing, the Initial Subsidiary Guarantors (A) that satisfy either the preceding clause (i) or (ii) are (1) CB&I Inc., a Texas corporation, (2) Horton CBI Ltd. a
corporation federally incorporated under the laws of Canada, (3) CBI Eastern Anstalt, a legal entity organized under the laws of Liechtenstein, (4) CB&I UK Limited, a private limited company incorporated under the Companies Act of 1985
of the United Kingdom, (5) CBI Constructors Pty Ltd, a company 

  
 B-10








 
incorporated under the laws of Australia, and (6) CBI Colombiana S.A., a company duly organized in the Republic of Colombia, and (B) that satisfy the preceding clause (iii) are
(1) CB&I Inc., a Texas corporation, (2) CBI Services, Inc., a Delaware corporation, (3) Chicago Bridge & Iron Company, B.V., a private company with limited liability incorporated under the laws of The Netherlands, and
(4) Chicago Bridge & Iron Company, a Delaware corporation, in each case without regard to the respective 80% tests referred to in the first sentence of this definition. For purposes of making the determinations required by this
definition, revenues and assets of Foreign Subsidiaries shall be converted to Dollars at the rates used in preparing the consolidated balance sheet of the Parent Guarantor included in the applicable financial statements. 

“Initial Subsidiary Guarantor” means, as of the date of Closing, each Subsidiary that is either an Initial Material
Subsidiary Guarantor or a “Subsidiary Guarantor” under any Credit Agreement. 
 “Institutional
Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust
company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and
(d) any Related Fund of any holder of any Note. 
 “Interest Expense” means, for any period, the total
gross interest expense of the Parent Guarantor and its consolidated Subsidiaries, whether paid or accrued, including, without duplication, the interest component of Capitalized Leases, commitment and letter of credit fees, the discount or implied
interest component of Off Balance Sheet Liabilities, capitalized interest expense, pay-in-kind interest expense, amortization of debt documents and net payments (if any) pursuant to Hedging Arrangements relating to interest rate protection, all as
determined in conformity with GAAP. 
 “Leverage Ratio” is defined in Section 10.7. 

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or
any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capitalized Lease having substantially the same economic effect as any of the foregoing,
upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements). 
 “Listed Person” is defined in Section 5.16(a). 

“Make-Whole Amount” is defined in Section 8.6. 

“Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of
the Obligors and their Subsidiaries taken as a whole. 

  
 B-11








 “Material Subsidiary” means any Subsidiary, (i) the consolidated net
revenues of which for the most recent fiscal year of the Parent Guarantor were greater than 5% of the Parent Guarantor’s consolidated net revenues for such year or (ii) the consolidated tangible assets of which as of the end of such fiscal
year were greater than 5% of the Parent Guarantor’s consolidated tangible assets as of such date. 
 “Material
Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Obligors and their Subsidiaries taken as a whole, or (b) the ability of the Company to
perform its obligations under the Notes and the other Financing Agreements to which it is a party, (c) the ability of the Parent Guarantor to perform its obligations under the Financing Agreements to which it is a party, including the Parent
Guarantee, (d) the ability of any ability of the Subsidiary Guarantors, as a whole, to perform their obligations under any Subsidiary Guarantee or (e) the validity or enforceability of the Financing Agreements (including the Parent
Guarantee or the Notes) or any Subsidiary Guarantee of the Subsidiary Guarantors, as a whole. 
 “Memorandum”
is defined in Section 5.3. 
 “Most Favorable Covenant” is defined in Section 9.11(a). 

“Most Favored Lender Notice” is defined in Section 9.11(c). 

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section
4001(a)(3) of ERISA). 
 “NAIC” means the National Association of Insurance Commissioners or any successor
thereto. 
 “NEH” means Nuclear Energy Holdings, L.L.C., a Delaware limited liability company and wholly owned
subsidiary of the Parent Guarantor. 
 “NEH Bonds” means the 2.20% bonds and 2.398% bonds due March 15,
2013 issued by NEH. 
 “Non-U.S. Plan” means any plan, fund or other similar program that (a) is
established or maintained outside the United States of America by any Obligor or any Subsidiary primarily for the benefit of employees of an Obligor or one or more Subsidiaries residing outside the United States of America, which plan, fund or other
similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code. 

“Notes” is defined in Section 1. 
 “Objecting Holder” means any holder that did not waive an Escrow Agreement Default Event or did not agree that such Escrow Agreement Default Event was cured, in either case,


  
 B-12








 
within fifteen (15) Business Days of delivering written notice of the existence of a Default or Event of Default in accordance with Section 4(f) of the Escrow Agreement. 

“Obligors” is defined in the Preamble. 
 “OFAC” means the Office of Foreign Assets Control, U.S. Department of Treasury. 
 “OFAC Listed Person” is defined in Section 5.16(a). 

“OFAC Sanctions Program” means all laws, regulations, Executive Orders and any economic or trade sanction that OFAC is
responsible for administering and enforcing, including, without limitation 31 CFR Subtitle B, Chapter V, as amended, along with any enabling legislation; the Bank Secrecy Act; Trading with the Enemy Act; and any similar laws, regulations or orders
adopted by any State within the United States. A list of economic and trade sanctions administered by OFAC may be found at http://www.ustreas.gov/offices/enforcement/ofac/programs/. 

“Off-Balance Sheet Liabilities” of a Person means (a) any repurchase obligation or liability of such Person or any
of its Subsidiaries with respect to Receivables sold by such Person or any of its Subsidiaries, (b) any liability of such Person or any of its Subsidiaries under any sale and leaseback transactions which do not create a liability on the
consolidated balance sheet of such Person, (c) any liability of such Person or any of its Subsidiaries under any financing lease or so-called “synthetic lease” or “tax ownership operating lease” transaction, or (d) any
obligations of such Person or any of its Subsidiaries arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheets of
such Person and its Subsidiaries. 
 “Officer’s Certificate” means a certificate of a Senior Financial
Officer or of any other officer of an Obligor whose responsibilities extend to the subject matter of such certificate or an authorized representative or signor of an Obligor. 
 “Parent Guarantor” means Chicago Bridge & Iron Company N.V., a corporation organized under the laws of The Netherlands. 

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

 “Performance Letter of Credit” means any letter of credit issued or deemed issued to secure ordinary course
performance obligations of the Parent Guarantor or a Subsidiary in connection with active construction projects (including projects about to be commenced) or bids for prospective construction projects. 

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated
organization, business entity or Governmental Authority. 

  
 B-13








 “Plan” means an Employee Benefit Plan subject to Title I of ERISA that is
or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by an Obligor or any ERISA Affiliate or with respect to which an
Obligor or any ERISA Affiliate may have any liability. 
 “Preferred Stock” means any class of capital stock of
a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person. 

“Priority Debt” means (without duplication), as of the date of any determination thereof, the sum of (i) all
unsecured Indebtedness of Subsidiaries, including all of their Guaranties of Indebtedness of any Obligor, but excluding (w) Indebtedness owing to any Obligor or any other Subsidiary, (x) Indebtedness outstanding at the time such Person
became a Subsidiary, provided that such Indebtedness has not been incurred in contemplation of such person becoming a Subsidiary, (y) the Subsidiary Guarantees and all Guaranties of Indebtedness of any Obligor by any Subsidiary which has also
guaranteed the Notes and (z) the undrawn portion of any Performance Letters of Credit and obligations with respect to all reimbursement agreements related thereto, and (ii) all Indebtedness of any Obligor and their Subsidiaries secured by
Liens other than Indebtedness secured by Liens permitted by subparagraphs (a) through (m), inclusive, of Section 10.6. 
 “Prohibited Subsequent Actions” is defined in Section 10.5. 

“property” or “properties” means, unless otherwise specifically limited, real or personal property of
any kind, tangible or intangible, choate or inchoate. 
 “Proposed Prepayment Date” is defined in
Section 8.7(b). 
 “PTE” is defined in Section 6.2(a). 

“Purchaser” is defined in the first paragraph of this Agreement. 

“Put Option Agreements” is defined in Section 10.3. 

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning
of such term as set forth in Rule 144A(a)(1) under the Securities Act. 
 “Ratable Portion” means, with respect
of any holder of any Note upon the sale, loss or other disposition pursuant to Section 10.3, an amount equal to the product of (x) the net proceeds being so applied to the prepayment of Senior Indebtedness in accordance with
Section 10.3(2), multiplied by (y) a fraction the numerator of which is the outstanding principal amount of such Note and the denominator of which is the aggregate outstanding principal amount of Senior Indebtedness of the Company and its
Subsidiaries being prepaid pursuant to Section 10.3(2). 
 “Receivable(s)” means and includes all of the
Parent Guarantor’s and its consolidated Subsidiaries’ presently existing and hereafter arising or acquired accounts, accounts receivable, 

  
 B-14








 
and all present and future rights of the Parent Guarantor or its Subsidiaries, as applicable, to payment for goods sold or leased or for services rendered (except those evidenced by instruments
or chattel paper), whether or not they have been earned by performance, and all rights in any merchandise or goods which any of the same may represent, and all rights, title, security and guaranties with respect to each of the foregoing, including,
without limitation, any right of stoppage in transit. 
 “Related Fund” means, with respect to any holder of
any Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor. 

“Release Date” is defined in Section 10.7. 

“Required Holders” means, at any time, the holders of at least 51% in principal amount of the Notes at the time
outstanding (exclusive of Notes then owned by the Obligors or any of their respective Affiliates). 
 “Requirements of
Law” means, as to any Person, the charter and by-laws or other organizational or governing documents of such Person, and any law, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject including, without limitation, the Securities Act of 1933, the Securities Exchange Act of 1934, Regulations T, U and X, ERISA,
the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, Americans with Disabilities Act of 1990, and any certificate of occupancy, zoning ordinance, building, environmental or land use requirement or permit or
environmental, labor, employment, occupational safety or health law, rule or regulation, including Environmental, Health or Safety Requirements of Law. 
 “Responsible Officer” means any Senior Financial Officer and any other officer of the Company or the Parent Guarantor, as applicable, with responsibility for the administration of the
relevant portion of this Agreement. 
 “Restricted Country” is defined in Section 5.16(a). 

“Revolving Credit Facility” means the Revolving Credit Agreement dated as of December 21, 2012, among the Parent
Guarantor, the Company, certain Subsidiaries of the Parent Guarantor, as Guarantors and as Subsidiary Borrowers, Bank of America, N.A., as Administrative Agent, and the other financial institutions party thereto, as amended, replaced or otherwise
modified and in effect. 
 “SEC” means the Securities and Exchange Commission of the United States, or any
successor thereto. 
 “Securities” or “Security” shall have the meaning specified in
Section 2(1) of the Securities Act. 

  
 B-15








 “Securities Act” means the Securities Act of 1933, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in effect. 
 “Senior
Indebtedness” means, as of the date of any determination thereof, Indebtedness determined on a consolidated basis of an Obligor and its Subsidiaries, other than Subordinated Indebtedness. 

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of
the Company or the Parent Guarantor, as applicable. 
 “Separate Account” is defined in Section 6.2(a).

 “series” means any series of Notes issued pursuant to this Agreement. 

“Series A Notes” is defined in Section 1. 

“Series B Notes” is defined in Section 1. 

“Series C Notes” is defined in Section 1. 

“Series D Notes” is defined in Section 1. 

“Shaw Acquisition” means the acquisition of The Shaw Group Inc. by the Parent Guarantor (by means of a merger of a
Subsidiary thereof with and into The Shaw Group Inc.) pursuant to the Transaction Agreement as in effect on the date hereof. 

“Subordinated Indebtedness” means all unsecured Indebtedness of any Obligor and its Subsidiaries which shall contain or
have applicable thereto subordination provisions providing for the subordination thereof to other Indebtedness of such Obligor and such Subsidiary (including, without limitation, the obligations of the Obligors under this Agreement or the Notes).

 “Subsidiary” means, as to any Person, any corporation, association or other business entity in which such
Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the
directors (or Persons performing similar functions) of such entity, and any partnership, limited liability company or joint venture if more than 50% interest in the profits or capital thereof is owned by such Person or one or more of its
Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the
context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Parent Guarantor (excluding NEH). 
 “Subsidiary Borrower” is defined in Section 8.7(g). 

  
 B-16








 “Subsidiary Guarantor” means any Subsidiary that executes and delivers a
Subsidiary Guarantee on the date of Closing and, thereafter, in accordance with Section 9.8 hereof; provided that any Person constituting a Subsidiary Guarantor as defined in the preceding clause will cease to constitute a Subsidiary
Guarantor when, in accordance with the terms hereof, it is released from its Subsidiary Guarantee. 
 “Subsidiary
Guarantee” is defined in Section 2.3. 
 “SVO” means the Securities Valuation Office of the NAIC
or any successor to such Office. 
 “Tax” means any tax (whether income, documentary, sales, stamp,
registration, issue, capital, property, excise or otherwise), duty, assessment, levy, impost, fee, compulsory loan, charge or withholding imposed by any Governmental Authority or any taxing authority thereof. 

“Taxing Jurisdiction” is defined in Section 13. 

“Term Facility” means a senior term loan facility dated as of December 21, 2012, initially providing for term loans
in an aggregate principal amount of up to $1.0 billion (as may be increased pursuant to the accordion feature) with Bank of America, N.A. as administrative agent, the Company, as borrower and the Parent Guarantor and certain of its Subsidiaries as
guarantors, and other financial institutions party thereto as amended and in effect. 
 “Termination Event” is
defined in Section 8.8(a). 
 “Termination Event Prepayment Date” is defined in Section 8.8(b).

 “Termination Event Prepayment Notice” is defined in Section 8.8(b). 

“Termination Event Purchase Date” is defined in Section 8.8(c). 

“Termination Event Purchase Request” is defined in Section 8.8(c). 

“Termination Price” shall mean 100.5% of the principal amount of any Note being prepaid or purchased by the Company
pursuant to and in accordance with Section 8.8. 
 “Transaction” means the Shaw Acquisition, the payment
of fees and expenses in connection therewith, any issuance by the Parent Guarantor of its common equity to consummate the Transaction or refinance any debt issued to consummate the Transaction, and any combination of the entering into and funding of
the Term Facility, the issuance and placement of the Notes, the entering into and funding of the Bridge Facility, the amendment of the Existing Revolving Credit Agreement pursuant to Amendment No. 2 thereto dated as of
December 21, 2012, the amendment of the Existing Term Facility pursuant to Third Amendment thereto dated December 21, 2012, and the entering into and funding under the Revolving Credit Facility. 

  
 B-17








 “Transaction Agreement” means that certain transaction agreement dated as
of July 30, 2012 by and among the Company, Crystal Merger Subsidiary Inc. and The Shaw Group Inc., as amended an in effect. 
 “Transaction Closing Date” means the date of consummation of the Shaw Acquisition, which date shall be no later than April 30, 2013 (or June 30, 2013 if the Outside
Date (as defined in the Transaction Agreement) shall have been extended to June 30, 2013 pursuant to Section 8.1(b)(i) of the Transaction Agreement as in effect on July 30, 2012). 

“USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect. 

“Wholly-Owned Subsidiary” means, at any time, any Subsidiary one hundred percent of all of the equity interests (except
directors’ qualifying shares or shares required by applicable law to be owned by another Person) and voting interests of which are owned by any one or more of either Obligor and such Obligor’s other Wholly-Owned Subsidiaries at such time.


  
 B-18








 DISCLOSURE MATERIALS 

  

SCHEDULE 5.3 
 (to Note Purchase Agreement) 







 SCHEDULE 5.3 
 Disclosure Materials 
  

	 	•	 	 Investor Presentation dated September 2012. 


  

	 	•	 	 Investor Due Diligence Presentation dated November 1, 2012. 



 

	 	•	 	 DBRS, Inc. Rating Report dated September 21, 2012. 



 

	 	•	 	 Audited financial statements and the audit reports related thereto of The Shaw Group, Inc. and its consolidated subsidiaries for the fiscal years ended
August 31, 2008, August 31, 2009, August 31, 2010, August 31, 2011 and August 31, 2012. 


  

	 	•	 	 Unaudited financial statements of The Shaw Group, Inc. and its consolidated subsidiaries for the quarterly period ending May 30, 2012.




  
 Schedule 5.3 -
1 







 SUBSIDIARIES OF THE PARENT
GUARANTOR AND OWNERSHIP 
 OF SUBSIDIARY
STOCK; LIENS; RESTRICTIVE AGREEMENTS 

  

SCHEDULE 5 4 
 (to Note Purchase Agreement) 







 SCHEDULE 5.4 
 Subsidiaries of the Parent Guarantor and Ownership of Subsidiary Stock; Liens; 
 Restrictive Agreements 
 (a)(i) Subsidiaries: 

See attached 
 (a)(ii) Affiliates of
Obligors that are not Subsidiaries 
 Chevron Lummus Global LLC 
 CB&I Lummus Global Overseas Techint Onshore Joint Venture 
 CB&I Lummus Techint Offshore
Joint Venture 
 CB&I Lummus Toyo 

CB&I Lummus Toyo 
 K-WAC Limited 

North Caspian Engineering LLP 
 CBI Clough JV
Pte. Ltd. 
 CB&I Lummus Global Limitada 
 (b) Liens on Ownership Interests Described in (a)(i) above 
 None. 

(d) Restrictive Agreements. 
  

			
	 1.      CBI Constructors Pty Limited
	  	 (Borrower)

		
	          HSBC Bank
	  	 (Bank)

		
	          Restriction/Condition:
	  	Borrower undertakes to obtain the consent of the Bank in writing prior to the remittance of monies by way of a loan or dividend.
		
	 2.      CBI Constructors S.A. (Pty) Limited
	  	(Borrower)
		
	          Restriction/Condition:
	  	As a non-resident controlled company, Borrower must be capitalized in an amount not less than one third of its shareholders’ loan funds. Dividend payments are subject to 12.5%
secondary tax.
	
	 3.      The Bridge Facility, the Term Facility, the Revolving Credit Facility, the
Existing Revolving Credit Agreement and the Existing Term Facility



	 	

  
  

  
 Schedule 5.4 -
1 







 Dec 2012—Subsidiaries and Ownership 

 

			
	User Name:	  	Cindy McMinn
	Report Run Date And Time:	  	12-10-2012 11:22:39 AM CST
	Entity Name Or Entity Favorite Name:	  	All Active Foreign and Domestic
	Template Name:	  	2010 - Subsidiaries and Ownership
	  
 850 PINE STREET INC.

Delaware
  
 Entity Vitals 
	  	
		
	Entity Name	  	850 PINE STREET INC.
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Corporation
	Formation Date	  	04-20-2006
	Federal Tax ID	  	20-4730297
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	  
 Capital Structure—Non-Derivative 
	  	
	  
 Security Name
	  	  
 Common Shares

	Type	  	Common
	# Shares Authorized	  	1,000.0000
	# Shares Issued	  	1,000.0000
	# Outstanding	  	1,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 CB&I Tyler Company
	  	 	Common Shares	  	  	 	1,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  


  
 Page 1 of 127








 End of Dec 2012—Subsidiaries and Ownership for 850 PINE STREET INC. 

A & B Builders, Ltd (MANAGED BY MATRIX MANAGEMENT SERVICES, L.L.C.) 
 Texas 
 Entity Vitals  

 

			
	Entity Name	  	A & B Builders, Ltd (MANAGED BY MATRIX MANAGEMENT SERVICES, L.L.C.)
	Domestic Jurisdiction	  	Texas
	Country	  	United States
	Entity Type	  	Limited Partnership
	Formation Date	  	05-06-1985
	Federal Tax ID	  	76-0151187
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	  

Capital Structure—Non-Derivative
	  	
		
	Security Name	  	Percentage Ownership Interest
	Type	  	—  
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	 # Outstanding
	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																			
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	Matrix Engineering, Ltd. (MANAGED BY HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C.)	  	Percentage Ownership Interest	  	 	99.000000	  	  	 	99.000000	  	  	 	—  	  	  	 	Direct	  
	Matrix Management Services, L.L.C.	  	Percentage Ownership Interest	  	 	1.000000	  	  	 	1.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for A & B Builders, Ltd (MANAGED BY MATRIX
MANAGEMENT SERVICES, L.L.C.) 

  
 Page 2 of 127








 Arabian CBI Ltd. 
 Saudi Arabia 
 Entity Vitals  

 

			
	Entity Name	  	Arabian CBI Ltd.
	Domestic Jurisdiction	  	Saudi Arabia
	Country	  	Saudi Arabia
	Entity Type	  	Other
	Formation Date	  	07-24-1976
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	  

Capital Structure—Non-Derivative

 
	  	
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	400.0000
	# Shares Issued	  	400.0000
	# Outstanding	  	400.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 Alfadl, Abdullah Ibrahim A.
	  	 	Common Shares	  	  	 	30.000000	  	  	 	7.500000	  	  	 	—  	  	  	 	Direct	  
	 Alfadl, Saleh Abdullah
	  	 	Common Shares	  	  	 	70.000000	  	  	 	17.500000	  	  	 	—  	  	  	 	Direct	  
	 Chicago Bridge & Iron Company B.V.
	  	 	Common Shares	  	  	 	300.000000	  	  	 	75.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for Arabian CBI Ltd. 

Arabian CBI Tank Manufacturing Company Ltd. 
 Saudi Arabia 

  
 Page 3 of 127








 Entity Vitals  
  

			
	Entity Name	  	Arabian CBI Tank Manufacturing Company Ltd.
	Domestic Jurisdiction	  	Saudi Arabia
	Country	  	Saudi Arabia
	Entity Type	  	Other
	Formation Date	  	12-15-1985
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	  
 Capital Structure—Non-Derivative

  
	  	
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	400.0000
	# Shares Issued	  	400.0000
	# Outstanding	  	400.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 Chicago Bridge & Iron Company B.V.
	  	 	Common Shares	  	  	 	300.000000	  	  	 	75.000000	  	  	 	—  	  	  	 	Direct	  
	 Commercial & Industrial Services Co. Ltd.
	  	 	Common Shares	  	  	 	100.000000	  	  	 	25.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for Arabian CBI Tank Manufacturing Company Ltd.

 Arabian Gulf Material Supply Company, Ltd. 
 Cayman Islands 
 Entity Vitals  

 

			
	Entity Name	  	Arabian Gulf Material Supply Company, Ltd.
	Domestic Jurisdiction	  	Cayman Islands


  
 Page 4 of 127









			
	Country	  	Cayman Islands
	Entity Type	  	Other
	Formation Date	  	12-18-1997
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	  
 Capital Structure—Non-Derivative

  
	  	
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	50,000.0000
	# Shares Issued	  	2.0000
	# Outstanding	  	2.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 Chicago Bridge & Iron (Antilles) N. V.
	  	 	Common Shares	  	  	 	2.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for Arabian Gulf Material Supply Company, Ltd.

 Asia Pacific Supply Co. 

Delaware 
 Entity Vitals 

  

			
	Entity Name	  	Asia Pacific Supply Co.
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Corporation
	Formation Date	  	03-11-1985
	Federal Tax ID	  	36-3368217
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31


  
 Page 5 of 127









			
	  

Capital Structure—Non-Derivative

 
	  	
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	100,000.0000
	# Shares Issued	  	100.0000
	# Outstanding	  	100.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 Chicago Bridge & Iron Company
	  	 	Common Shares	  	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for Asia Pacific Supply Co. 

Atlantis Contractors Inc. 
 Delaware

 Entity Vitals  
  

			
	Entity Name	  	Atlantis Contractors Inc.
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Corporation
	Formation Date	  	12-12-1972
	Federal Tax ID	  	36-2761226
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	  

Capital Structure—Non-Derivative

 
	  	
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	100.0000
	# Shares Issued	  	100.0000
	# Outstanding	  	100.0000


  
 Page 6 of 127








 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 Chicago Bridge & Iron Company
	  	 	Common Shares	  	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

  

	
	End of Dec 2012—Subsidiaries and Ownership for Atlantis Contractors Inc.


 

			
	 Cape Steel Material Supply Company, Ltd.
 Cayman Islands
  

Entity Vitals 
  
	  	
	Entity Name	  	Cape Steel Material Supply Company, Ltd.
	Domestic Jurisdiction	  	Cayman Islands
	Country	  	British West Indies
	Entity Type	  	Other
	Formation Date	  	12-18-1997
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	  
 Capital Structure—Non-Derivative 

 
	  	
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	50,000.0000
	# Shares Issued	  	2.0000
	# Outstanding	  	2.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

  
 Page 7 of 127









																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 Chicago Bridge & Iron (Antilles) N. V.
	  	 	Common Shares	  	  	 	2.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for Cape Steel Material Supply Company, Ltd.

 Catalytic Distillation Technologies 
 Texas 
 Entity Vitals  

 

			
	Entity Name	  	Catalytic Distillation Technologies
	Domestic Jurisdiction	  	Texas
	Country	  	United States
	Entity Type	  	General Partnership
	Formation Date	  	01-01-1111
	Federal Tax ID	  	—
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—
	  

Capital Structure—Non-Derivative

 
	  	
	Security Name	  	Percentage Ownership Interest
	Type	  	—  
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	# Outstanding	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

There are no entries in this list 

End of Dec 2012—Subsidiaries and Ownership for Catalytic Distillation Technologies 

  
 Page 8 of 127








 CB&I (Nigeria) Limited 
 Nigeria 
 Entity Vitals  

 

			
	Entity Name	  	CB&I (Nigeria) Limited
	Domestic Jurisdiction	  	Nigeria
	Country	  	Nigeria
	Entity Type	  	Other
	Formation Date	  	07-23-1997
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	  

Capital Structure—Non-Derivative

 
	  	
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	5,000,000.0000
	# Shares Issued	  	5,000,000.0000
	# Outstanding	  	5,000,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 CB&I Europe B. V.
	  	 	Common Shares	  	  	 	1.000000	  	  	 	0.000020	  	  	 	—  	  	  	 	Direct	  
	 Chicago Bridge & Iron Company B.V.
	  	 	Common Shares	  	  	 	4,999,999.000000	  	  	 	99.999980	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for CB&I (Nigeria) Limited 

CB&I Cairo, L.L.C. 
 Egypt

 Entity Vitals  

  
 Page 9 of 127









			
	Entity Name	  	CB&I Cairo, L.L.C.
	Domestic Jurisdiction	  	Egypt
	Country	  	Egypt
	Entity Type	  	Other
	Formation Date	  	02-21-2007
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	  

Capital Structure—Non-Derivative

 
	  	
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	144,050.0000
	# Shares Issued	  	144,050.0000
	# Outstanding	  	144,050.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 CB&I Nederland B.V.
	  	 	Common Shares	  	  	 	14,405.000000	  	  	 	10.000000	  	  	 	—  	  	  	 	Direct	  
	 CB&I Oil & Gas Europe B.V.
	  	 	Common Shares	  	  	 	129,645.000000	  	  	 	90.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for CB&I Cairo, L.L.C. 

CB&I Canada Ltd. 
 British
Columbia 
 Entity Vitals  
  

			
	Entity Name	  	CB&I Canada Ltd.
	Domestic Jurisdiction	  	British Columbia
	Country	  	Canada
	Entity Type	  	Corporation
	Formation Date	  	04-19-2011
	Federal Tax ID	  	—  


  
 Page 10 of 127









			
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	Unlimited
	# Shares Issued	  	100.0000
	# Outstanding	  	100.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

There are no entries in this list 

End of Dec 2012—Subsidiaries and Ownership for CB&I Canada Ltd. 
 CB&I Engineering and Construction Consultant (Shanghai) Co. Ltd. 
 Shanghai

 Entity Vitals  
  

			
	Entity Name	  	CB&I Engineering and Construction Consultant (Shanghai) Co. Ltd.
	Domestic Jurisdiction	  	Shanghai
	Country	  	China
	Entity Type	  	Other
	Formation Date	  	01-01-2005
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Capital Contributions
	Type	  	Common
	# Shares Authorized	  	140,000.0000
	# Shares Issued	  	140,000.0000
	# Outstanding	  	140,000.0000


  
 Page 11 of 127








 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 CB&I Europe B. V.
	  	 	Capital Contributions	  	  	 	140,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for CB&I Engineering and Construction Consultant
(Shanghai) Co. Ltd. 
 CB&I Europe B. V. 
 The Netherlands 
 Entity Vitals  

 

			
	Entity Name	  	CB&I Europe B. V.
	Domestic Jurisdiction	  	The Netherlands
	Country	  	Netherlands
	Entity Type	  	Other
	Formation Date	  	08-04-1998
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	200.0000
	# Shares Issued	  	40.0000
	# Outstanding	  	40.0000

 Capital Structure—Derivative  
 There are no entries in this list 

  
 Page 12 of 127








 
Owners 
  

																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 CMP Holdings B.V.
	  	 	Common Shares	  	  	 	40.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for CB&I Europe B. V. 

CB&I Finance Company Limited 

Dublin 
 Entity Vitals 

  

			
	Entity Name	  	CB&I Finance Company Limited
	Domestic Jurisdiction	  	Dublin
	Country	  	Ireland
	Entity Type	  	Other
	Formation Date	  	07-10-2003
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	100,000.0000
	# Shares Issued	  	2.0000
	# Outstanding	  	2.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 Chicago Bridge & Iron Company B.V.
	  	 	Common Shares	  	  	 	2.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  


  
 Page 13 of 127








 End of Dec 2012—Subsidiaries and Ownership for CB&I Finance Company Limited

 CB&I Holdings (U.K.) Limited 
 United Kingdom 
 Entity Vitals  

 

			
	Entity Name	  	CB&I Holdings (U.K.) Limited
	Domestic Jurisdiction	  	United Kingdom
	Country	  	England
	Entity Type	  	Other
	Formation Date	  	05-23-1991
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	1,001,000.0000
	# Shares Issued	  	1,000,001.0000
	# Outstanding	  	1,000,001.0000
		
	Security Name	  	Ordinary
	Type	  	Common
	# Shares Authorized	  	400,200,000.0000
	# Shares Issued	  	297,674,741.0000
	# Outstanding	  	297,674,741.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	1,000,001.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Ordinary	  	 	180,600,000.000000	  	  	 	60.670247	  	  	 	—  	  	  	Direct


  
 Page 14 of 127








 End of Dec 2012—Subsidiaries and Ownership for CB&I Holdings (U.K.) Limited

 CB&I HOLDINGS B.V. 

Amsterdam 
 Entity Vitals 

  

			
	Entity Name	  	CB&I HOLDINGS B.V.
	Domestic Jurisdiction	  	Amsterdam
	Country	  	Netherlands
	Entity Type	  	Other
	Formation Date	  	03-21-2007
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Registered Shares
	Type	  	Common
	# Shares Authorized	  	9,000,000.0000
	# Shares Issued	  	1,800,000.0000
	# Outstanding	  	1,800,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 Chicago Bridge & Iron Company N.V.
	  	 	Registered Shares	  	  	 	1,800,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for CB&I HOLDINGS B.V. 

CB&I HOUSTON 06 LLC 

  
 Page 15 of 127








 Delaware 
 Entity Vitals  
  

			
	Entity Name	  	CB&I HOUSTON 06 LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Limited Liability Company
	Formation Date	  	06-30-2005
	Federal Tax ID	  	20-3197110
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Percentage Ownership Interest
	Type	  	—  
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	# Outstanding	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																					
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 CB&I UK LIMITED
	  	 	Percentage Ownership Interest	  	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for CB&I HOUSTON 06 LLC 

CB&I HOUSTON 07 LLC 
 Delaware

 Entity Vitals  
  

			
	Entity Name	  	CB&I HOUSTON 07 LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States


  
 Page 16 of 127









			
	Entity Type	  	Limited Liability Company
	Formation Date	  	06-30-2005
	Federal Tax ID	  	20-3197179
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Percentage Ownership Interest
	Type	  	—  
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	# Outstanding	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

There are no entries in this list 

End of Dec 2012—Subsidiaries and Ownership for CB&I HOUSTON 07 LLC 

CB&I HOUSTON 08 LLC 
 Delaware

 Entity Vitals  
  

			
	Entity Name	  	CB&I HOUSTON 08 LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Limited Liability Company
	Formation Date	  	06-30-2005
	Federal Tax ID	  	20-3197221
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Percentage Ownership Interest
	Type	  	—  


  
 Page 17 of 127









			
	# Shares Authorized	    	—  
	# Shares Issued	    	—  
	# Outstanding	    	—  

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I UK LIMITED
	  	Percentage Ownership Interest	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I HOUSTON 08 LLC 

CB&I HOUSTON 09 LLC 
 Delaware

 Entity Vitals  
  

			
	Entity Name	  	CB&I HOUSTON 09 LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Limited Liability Company
	Formation Date	  	06-30-2005
	Federal Tax ID	  	20-3197315
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Percentage Ownership Interest
	Type	  	—  
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	# Outstanding	  	—  

 Capital Structure—Derivative  
 There are no entries in this list 

  
 Page 18 of 127








 
Owners 
  

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I Tyler Company
	  	Percentage Ownership Interest	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I HOUSTON 09 LLC 

CB&I HOUSTON 10 LLC 
 Delaware

 Entity Vitals  
  

			
	Entity Name	  	CB&I HOUSTON 10 LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Limited Liability Company
	Formation Date	  	06-30-2005
	Federal Tax ID	  	20-3197370
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Percentage Ownership Interest
	Type	  	—  
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	# Outstanding	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I UK LIMITED
	  	Percentage Ownership Interest	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I HOUSTON 10 LLC 

  
 Page 19 of 127








 CB&I HOUSTON 11 LLC 
 Delaware 
 Entity Vitals  

 

			
	Entity Name	  	CB&I HOUSTON 11 LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Limited Liability Company
	Formation Date	  	06-30-2005
	Federal Tax ID	  	20-3197415
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Percentage Ownership Interest
	Type	  	—  
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	# Outstanding	  	—  

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I Tyler Company
	  	Percentage Ownership Interest	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I HOUSTON 11 LLC 

CB&I HOUSTON 12 LLC 
 Delaware


  
 Page 20 of 127








 Entity Vitals  
  

			
	Entity Name	  	CB&I HOUSTON 12 LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Limited Liability Company
	Formation Date	  	06-30-2005
	Federal Tax ID	  	20-3197452
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Percentage Ownership Interest
	Type	  	—  
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	# Outstanding	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I UK LIMITED
	  	Percentage Ownership Interest	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I HOUSTON 12 LLC 

CB&I HOUSTON 13 LLC 
 Delaware

 Entity Vitals  
  

			
	Entity Name	  	CB&I HOUSTON 13 LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Limited Liability Company
	Formation Date	  	06-30-2005


  
 Page 21 of 127









			
	Federal Tax ID	  	20-3197532
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Percentage Ownership Interest
	Type	  	—  
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	# Outstanding	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I Tyler Company
	  	Percentage Ownership Interest	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I HOUSTON 13 LLC 

CB&I HOUSTON LLC 
 Delaware

 Entity Vitals  
  

			
	Entity Name	  	CB&I HOUSTON LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Limited Liability Company
	Formation Date	  	06-16-2005
	Federal Tax ID	  	20-3197016
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Percentage Ownership Interest
	Type	  	—  


  
 Page 22 of 127









			
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	# Outstanding	  	—  

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I UK LIMITED
	  	Percentage Ownership Interest	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I HOUSTON LLC 

CB&I Hungary Holding Limited Liabiltiy Company (CBI Hungary Kft.) 
 Hungary 
 Entity Vitals  

 

			
	Entity Name	  	CB&I Hungary Holding Limited Liabiltiy Company (CBI Hungary Kft.)
	Domestic Jurisdiction	  	Hungary
	Country	  	Hungary
	Entity Type	  	Other
	Formation Date	  	08-27-2001
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Registered Capital
	Type	  	Common
	# Shares Authorized	  	15,000.0000
	# Shares Issued	  	15,000.0000
	# Outstanding	  	15,000.0000

 Capital Structure—Derivative  
 There are no entries in this list 

  
 Page 23 of 127








 
Owners 
  

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 Chicago Bridge & Iron (Antilles) N. V.
	  	Registered Capital	  	 	14,500.000000	  	  	 	96.666667	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Registered Capital	  	 	500.000000	  	  	 	3.333333	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I Hungary Holding Limited Liabiltiy Company
(CBI Hungary Kft.) 
 CB&I Inc. 
 Texas 
 Entity Vitals  

 

			
	Entity Name	  	CB&I Inc.
	Domestic Jurisdiction	  	Texas
	Country	  	United States
	Entity Type	  	Corporation
	Formation Date	  	08-31-1979
	Federal Tax ID	  	36-3046868
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	1,000,000.0000
	# Shares Issued	  	1,000,000.0000
	# Outstanding	  	1,000,000.0000
		
	Security Name	  	Preferred Shares
	Type	  	Common
	# Shares Authorized	  	125,000.0000
	# Shares Issued	  	0.0000
	# Outstanding	  	0.0000

 Capital Structure—Derivative 
 There are no entries in this list 

  
 Page 24 of 127








 
Owners  
  

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	1,000,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I Inc. 

CB&I India Private Limited 
 India

 Entity Vitals  
  

			
	Entity Name	 	CB&I India Private Limited
	Domestic Jurisdiction	 	India
	Country	 	India
	Entity Type	 	Private Limited Company
	Formation Date	 	04-01-2011
	Federal Tax ID	 	—  
	Status	 	Active - Non Dormant
	Fiscal Year End	 	March 31
	
	Capital Structure—Non-Derivative 
		
	Security Name	 	Registered Shares
	Type	 	Common
	# Shares Authorized	 	50,000,000.0000
	# Shares Issued	 	21,359,858.0000
	# Outstanding	 	21,359,858.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I Oil & Gas Europe B.V.
	  	Registered Shares	  	 	21,139,708.000000	  	  	 	98.969328	  	  	 	—  	  	  	Direct


  
 Page 25 of 127









																	
	 Chicago Bridge & Iron Company B.V.
	  	Registered Shares	  	 	220,150.000000	  	  	 	1.030672	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I India Private Limited 

CB&I LGOC/Techint Compania 

England 
 Entity Vitals 

  

			
	Entity Name	  	CB&I LGOC/Techint Compania
	Domestic Jurisdiction	  	England
	Country	  	Trinidad And Tobago
	Entity Type	  	Joint Venture - Foreign
	Formation Date	  	03-11-2009
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  

 Capital Structure—Non-Derivative 
 There are no entries in this list  
 Capital Structure—Derivative 

There are no entries in this list  

Owners 
 There are no entries in this
list 
 End of Dec 2012—Subsidiaries and Ownership for CB&I LGOC/Techint Compania 

CB&I London 
 London

 Entity Vitals  

  
 Page 26 of 127









			
	Entity Name	  	CB&I London
	Domestic Jurisdiction	  	London
	Country	  	England
	Entity Type	  	Other
	Formation Date	  	03-05-2004
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Membership Units
	Type	  	Common
	# Shares Authorized	  	1.0000
	# Shares Issued	  	1.0000
	# Outstanding	  	1.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I Paddington Limited
	  	Membership Units	  	 	1.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I London 

CB&I Lummus Crest Ltd. 
 England

 Entity Vitals  
  

			
	Entity Name	  	CB&I Lummus Crest Ltd.
	Domestic Jurisdiction	  	England
	Country	  	England
	Entity Type	  	Other
	Formation Date	  	07-09-1992
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  


  
 Page 27 of 127








 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	1,000.0000
	# Shares Issued	  	1,000.0000
	# Outstanding	  	1,000.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I Nederland B.V.
	  	Common Shares	  	 	1,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I Lummus Crest Ltd. 

CB&I Lummus Deutschland GmbH 

GERMANY 
 Entity Vitals 

  

			
	Entity Name	  	CB&I Lummus Deutschland GmbH
	Domestic Jurisdiction	  	GERMANY
	Country	  	Germany
	Entity Type	  	Other
	Formation Date	  	12-18-1992
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Capitalization in Dollars
	Type	  	Common
	# Shares Authorized	  	50,000.0000
	# Shares Issued	  	50,000.0000
	# Outstanding	  	50,000.0000


  
 Page 28 of 127








 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I Lummus GmbH
	  	Capitalization in Dollars	  	 	50,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I Lummus Deutschland GmbH 

CB&I Lummus Engineering & Technology China Co. Ltd. 
 China 
 Entity Vitals  

 

			
	Entity Name	  	CB&I Lummus Engineering & Technology China Co. Ltd.
	Domestic Jurisdiction	  	China
	Country	  	China
	Entity Type	  	Other
	Formation Date	  	02-06-2002
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Capitalization in Dollars
	Type	  	Common
	# Shares Authorized	  	0.0000
	# Shares Issued	  	0.0000
	# Outstanding	  	0.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners


  
 Page 29 of 127








 
There are no entries in this list 
 End of Dec 2012—Subsidiaries
and Ownership for CB&I Lummus Engineering & Technology China Co. Ltd. 
 CB&I Lummus GmbH 

GERMANY 
 Entity Vitals 

  

			
	Entity Name	  	CB&I Lummus GmbH
	Domestic Jurisdiction	  	GERMANY
	Country	  	Germany
	Entity Type	  	Other
	Formation Date	  	05-06-1965
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Capitalization in DM
	Type	  	Common
	# Shares Authorized	  	2,600,000.0000
	# Shares Issued	  	2,600,000.0000
	# Outstanding	  	2,600,000.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I Oil & Gas Europe B.V.
	  	Capitalization in DM	  	 	2,600,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I Lummus GmbH 

  
 Page 30 of 127








 CB&I Lummus Ltda. 
 Brazil 
 Entity Vitals  

 

			
	Entity Name	  	CB&I Lummus Ltda.
	Domestic Jurisdiction	  	Brazil
	Country	  	Brazil
	Entity Type	  	Other
	Formation Date	  	04-05-1974
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Capitalization in Rs
	Type	  	Common
	# Shares Authorized	  	32,012,387.0000
	# Shares Issued	  	32,012,387.0000
	# Outstanding	  	32,012,387.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 Lummus International Corporation
	  	Capitalization in Rs	  	 	2.000000	  	  	 	0.000006	  	  	 	—  	  	  	Direct
	 Lummus Technology Inc.
	  	Capitalization in Rs	  	 	32,012,385.000000	  	  	 	99.999994	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I Lummus Ltda. 

CB&I Malta Limited 
 Malta

 Entity Vitals  

  
 Page 31 of 127









			
	Entity Name	  	CB&I Malta Limited
	Domestic Jurisdiction	  	Malta
	Country	  	Malta
	Entity Type	  	Other
	Formation Date	  	08-19-2002
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative
		
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	1,000,000.0000
	# Shares Issued	  	100,000.0000
	# Outstanding	  	100,000.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I Nederland B.V.
	  	Common Shares	  	 	1.000000	  	  	 	0.001000	  	  	 	—  	  	  	Direct
	 CB&I Oil & Gas Europe B.V.
	  	Common Shares	  	 	99,999.000000	  	  	 	99.999000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I Malta Limited 

CB&I Mauritius 
 Mauritius

 Entity Vitals  
  

			
	Entity Name	  	CB&I Mauritius
	Domestic Jurisdiction	  	Mauritius
	Country	  	Mauritius
	Entity Type	  	Other
	Formation Date	  	08-02-1994
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant


  
 Page 32 of 127









			
	Fiscal Year End	  	  —  

 Capital Structure—Non-Derivative 
 There are no entries in this list  
 Capital Structure—Derivative 

There are no entries in this list  

Owners 
 There are no entries in this
list 
 End of Dec 2012—Subsidiaries and Ownership for CB&I Mauritius 

CB&I Nederland B.V. 
 The Hague

 Entity Vitals  
  

			
	Entity Name	  	CB&I Nederland B.V.
	Domestic Jurisdiction	  	The Hague
	Country	  	Netherlands
	Entity Type	  	Other
	Formation Date	  	12-07-1984
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative
		
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	272,270.0000
	# Shares Issued	  	54,454.0000
	# Outstanding	  	54,454.0000

 Capital Structure—Derivative 
 There are no entries in this list 

  
 Page 33 of 127








 Owners 
  

																	
	 Owner Name
	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I Oil & Gas Europe B.V.
	  	Common Shares	  	 	54,454.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I Nederland B.V. 

CB&I Oil & Gas Europe B.V. 

The Hague 
 Entity Vitals 

  

			
	Entity Name	  	CB&I Oil & Gas Europe B.V.
	Domestic Jurisdiction	  	The Hague
	Country	  	Netherlands
	Entity Type	  	Other
	Formation Date	  	11-26-1990
	Federal Tax ID	  	802136278
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	1,115.0000
	# Shares Issued	  	225.0000
	# Outstanding	  	225.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	225.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct


  
 Page 34 of 127








 End of Dec 2012—Subsidiaries and Ownership for CB&I Oil & Gas Europe
B.V. 
 CB&I Paddington Limited 
 London 
 Entity Vitals  

 

			
	Entity Name	  	CB&I Paddington Limited
	Domestic Jurisdiction	  	London
	Country	  	England
	Entity Type	  	Other
	Formation Date	  	03-04-2004
	Federal Tax ID	  	n/a
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative
		
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	500,000,000.0000
	# Shares Issued	  	3,589,077.0000
	# Outstanding	  	3,589,077.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I Tyler Company
	  	Common Shares	  	 	3,589,077.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I Paddington Limited 

CB&I Rusland B.V. 

  
 Page 35 of 127








 The Netherlands 
 Entity Vitals  
  

			
	Entity Name	  	CB&I Rusland B.V.
	Domestic Jurisdiction	  	The Netherlands
	Country	  	Netherlands
	Entity Type	  	Other
	Formation Date	  	09-26-2003
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative
		
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	18,000.0000
	# Shares Issued	  	18,000.0000
	# Outstanding	  	18,000.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I Oil & Gas Europe B.V.
	  	Common Shares	  	 	18,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I Rusland B.V. 

CB&I s.r.o. 
 Czech Republic

 Entity Vitals  
  

			
	Entity Name	  	CB&I s.r.o.
	Domestic Jurisdiction	  	Czech Republic
	Country	  	Czech Republic


  
 Page 36 of 127









			
	Entity Type	  	Other
	Formation Date	  	10-24-1991
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative
		
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	100,000.0000
	# Shares Issued	  	100,000.0000
	# Outstanding	  	100,000.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I Oil & Gas Europe B.V.
	  	Common Shares	  	 	100,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I s.r.o. 

CB&I Singapore Pte. Ltd. 

Singapore 
 Entity Vitals 

  

			
	Entity Name	  	CB&I Singapore Pte. Ltd.
	Domestic Jurisdiction	  	Singapore
	Country	  	Singapore
	Entity Type	  	Other
	Formation Date	  	01-19-1984
	Federal Tax ID	  	198400246W
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  


  
 Page 37 of 127








 Capital Structure—Non-Derivative 

 

			
	 Security Name
	  	Capitalization in SGD
	 Type
	  	Common
	 # Shares Authorized
	  	550,000.0000
	 # Shares Issued
	  	527,802.0000
	 # Outstanding
	  	527,802.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying Security	 	  	 Ownership
 Form

	 CB&I Oil & Gas Europe B.V.
	  	Capitalization in SGD	  	 	527,802.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I Singapore Pte. Ltd. 

CB&I Tyler Company 
 Delaware

 Entity Vitals 
  

			
	 Entity Name
	  	CB&I Tyler Company
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	06-13-2000
	 Federal Tax ID
	  	75-2905637
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	1,000.0000
	 # Shares Issued
	  	1,000.0000


  
 Page 38 of 127









			
	 # Outstanding
	  	1,000.0000
		
	 Security Name
	  	Preferred Shares
	 Type
	  	Common
	 # Shares Authorized
	  	100.0000
	 # Shares Issued
	  	10.0000
	 # Outstanding
	  	10.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 CB&I WOODLANDS LLC
	  	Preferred Shares	  	 	10.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	1,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I Tyler Company 

CB&I UK LIMITED 
 London

 Entity Vitals 
  

			
	 Entity Name
	  	CB&I UK LIMITED
	 Domestic Jurisdiction
	  	London
	 Country
	  	United Kingdom
	 Entity Type
	  	Other
	 Formation Date
	  	05-14-2002
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  
	
	Capital Structure—Non-Derivative
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	207,200,000.0000
	 # Shares Issued
	  	117,074,741.0000
	 # Outstanding
	  	117,074,741.0000


  
 Page 39 of 127









			
	 Security Name
	  	Ordinary
	 Type
	  	Common
	 # Shares Authorized
	  	400,200,000.0000
	 # Shares Issued
	  	155,600,000.0000
	 # Outstanding
	  	155,600,000.0000
		
	 Security Name
	  	Ordinary Shares
	 Type
	  	Common
	 # Shares Authorized
	  	400,200,000.0000
	 # Shares Issued
	  	80,000,000.0000
	 # Outstanding
	  	80,000,000.0000
		
	 Security Name
	  	Registered Shares
	 Type
	  	Common
	 # Shares Authorized
	  	400,200,000.0000
	 # Shares Issued
	  	25,000,000.0000
	 # Outstanding
	  	25,000,000.0000

 Capital Structure—Derivative  
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron (Antilles) N. V.
	  	Common Shares	  	 	1.000000	  	  	 	0.000001	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	117,074,740.000000	  	  	 	99.999999	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Ordinary	  	 	155,600,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I UK LIMITED 

CB&I UK/Techint International Construction 
 England 
 Entity Vitals  

 

			
	 Entity Name
	  	CB&I UK/Techint International Construction
	 Domestic Jurisdiction
	  	England


  
 Page 40 of 127









			
	 Country
	  	Trinidad And Tobago
	 Entity Type
	  	Joint Venture - Foreign
	 Formation Date
	  	03-11-2009
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  

 Capital Structure—Non-Derivative  
 There are no entries in this list  
 Capital Structure—Derivative 

There are no entries in this list  

Owners 
 There are no entries in this
list 
 End of Dec 2012—Subsidiaries and Ownership for CB&I UK/Techint International Construction 

CB&I WOODLANDS LLC 
 Delaware

 Entity Vitals  
  

			
	 Entity Name
	  	CB&I WOODLANDS LLC
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Limited Liability Company
	 Formation Date
	  	03-01-2004
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	January 3
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Percentage Ownership Interest
	 Type
	  	—  
	 # Shares Authorized
	  	—  
	 # Shares Issued
	  	—  
	 # Outstanding
	  	—  


  
 Page 41 of 127








 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 CB&I Tyler Company
	  	Percentage Ownership Interest	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CB&I WOODLANDS LLC 

CBI (Malaysia) Sdn. Bhd. 
 Malaysia

 Entity Vitals 
  

			
	 Entity Name
	  	CBI (Malaysia) Sdn. Bhd.
	 Domestic Jurisdiction
	  	Malaysia
	 Country
	  	Malaysia
	 Entity Type
	  	Other
	 Formation Date
	  	12-03-1980
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  
	
	Capital Structure—Non-Derivative
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	5,000,000.0000
	 # Shares Issued
	  	1,674,000.0000
	 # Outstanding
	  	1,674,000.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners  

  
 Page 42 of 127









																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Bin Ali, Datuk Abdullah
	  	Common Shares	  	 	421,000.000000	  	  	 	25.149343	  	  	 	—  	  	  	Direct
	 Bin Ali, Haji Sulaiman
	  	Common Shares	  	 	140,000.000000	  	  	 	8.363202	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	1,065,000.000000	  	  	 	63.620072	  	  	 	—  	  	  	Direct
	 Rais Nor, Abdul Mohammad
	  	Common Shares	  	 	30,000.000000	  	  	 	1.792115	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI (Malaysia) Sdn. Bhd. 

CBI (Philippines) Inc. 
 Philippines

 Entity Vitals 
  

			
	 Entity Name
	  	CBI (Philippines) Inc.
	 Domestic Jurisdiction
	  	Philippines
	 Country
	  	Philippines
	 Entity Type
	  	Other
	 Formation Date
	  	03-23-1962
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	2,000,000.0000
	 # Shares Issued
	  	1,200,000.0000
	 # Outstanding
	  	1,200,000.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

  
 Page 43 of 127









																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Badong, Orlando B.
	  	Common Shares	  	 	1.000000	  	  	 	0.000083	  	  	 	—  	  	  	Direct
	 Bennett, Peter K.
	  	Common Shares	  	 	1.000000	  	  	 	0.000083	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	1,199,993.000000	  	  	 	99.999417	  	  	 	—  	  	  	Direct
	 Dizon, Rommel N.
	  	Common Shares	  	 	1.000000	  	  	 	0.000083	  	  	 	—  	  	  	Direct
	 Loft, Geoffrey Ronald
	  	Common Shares	  	 	1.000000	  	  	 	0.000083	  	  	 	—  	  	  	Direct
	 Santos, Leonila M.
	  	Common Shares	  	 	1.000000	  	  	 	0.000083	  	  	 	—  	  	  	Direct
	 Uy, Romulo J.
	  	Common Shares	  	 	1.000000	  	  	 	0.000083	  	  	 	—  	  	  	Direct
	 Willard, Douglas Arthur
	  	Common Shares	  	 	1.000000	  	  	 	0.000083	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI (Philippines) Inc. 

CBI (Thailand) Limited 
 Bangkok
Metropolis, Thailand 
 Entity Vitals  
  

			
	 Entity Name
	  	CBI (Thailand) Limited
	 Domestic Jurisdiction
	  	Bangkok Metropolis, Thailand
	 Country
	  	Thailand
	 Entity Type
	  	Other
	 Formation Date
	  	07-30-1993
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	1,000,000.0000
	 # Shares Issued
	  	1,000,000.0000
	 # Outstanding
	  	1,000,000.0000

 Capital Structure—Derivative  
 There are no entries in this list 
 Owners  

  
 Page 44 of 127









																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 CBIT I, LLC
	  	Common Shares	  	 	499,998.000000	  	  	 	49.999800	  	  	 	—  	  	  	Direct
	 CBIT II, LLC
	  	Common Shares	  	 	1.000000	  	  	 	0.000100	  	  	 	—  	  	  	Direct
	 CBIT III, LLC
	  	Common Shares	  	 	1.000000	  	  	 	0.000100	  	  	 	—  	  	  	Direct
	 CBIT IV, LLC
	  	Common Shares	  	 	1.000000	  	  	 	0.000100	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	499,998.000000	  	  	 	49.999800	  	  	 	—  	  	  	Direct
	 Han, Pin-Chung
	  	Common Shares	  	 	1.000000	  	  	 	0.000100	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI (Thailand) Limited 

CBI Americas Ltd. 
 Delaware

 Entity Vitals  
  

			
	 Entity Name
	  	CBI Americas Ltd.
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	11-04-2004
	 Federal Tax ID
	  	20-1973526
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	10,000.0000
	 # Shares Issued
	  	10,000.0000
	 # Outstanding
	  	10,000.0000

 Capital Structure—Derivative  
 There are no entries in this list 
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	10,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct


  
 Page 45 of 127








 End of Dec 2012—Subsidiaries and Ownership for CBI Americas Ltd. 

CBI Aruba N.V. 
 ARUBA 

Entity Vitals  
  

			
	 Entity Name
	  	CBI Aruba N.V.
	 Domestic Jurisdiction
	  	ARUBA
	 Country
	  	Aruba
	 Entity Type
	  	Other
	 Formation Date
	  	08-04-2005
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  
	
	Capital Structure—Non-Derivative
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	500.0000
	 # Shares Issued
	  	100.0000
	 # Outstanding
	  	100.0000

 Capital Structure—Derivative  
 There are no entries in this list 
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Aruba N.V. 

CBI Bahamas Limited 

  
 Page 46 of 127








 Bahamas 
 Entity Vitals 
  

			
	 Entity Name
	  	CBI Bahamas Limited
	 Domestic Jurisdiction
	  	Bahamas
	 Country
	  	Bahamas
	 Entity Type
	  	Other
	 Formation Date
	  	04-05-2004
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  

 Capital Structure—Non-Derivative 

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	5,000.0000
	 # Shares Issued
	  	5,000.0000
	 # Outstanding
	  	5,000.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying
Security	 	  	 Ownership
 Form

	 Chicago Bridge & Iron (Antilles) N. V.
	  	Common Shares	  	 	5,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Bahamas Limited 

CBI Caribe, Ltd. 
 Delaware

 Entity Vitals 
  

			
	 Entity Name
	  	CBI Caribe, Ltd.
	 Domestic Jurisdiction
	  	Delaware


  
 Page 47 of 127









			
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	08-15-1969
	 Federal Tax ID
	  	51-0109090
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	3,500.0000
	 # Shares Issued
	  	3,500.0000
	 # Outstanding
	  	3,500.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying
Security	 	  	 Ownership
 Form

	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	2,128.000000	  	  	 	60.800000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Caribe, Ltd. 

CBI Colombiana S.A. 
 Cartagena

 Entity Vitals 
  

			
	 Entity Name
	  	CBI Colombiana S.A.
	 Domestic Jurisdiction
	  	Cartagena
	 Country
	  	Colombia
	 Entity Type
	  	Other
	 Formation Date
	  	10-25-2007
	 Federal Tax ID
	  	900190385
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  


  
 Page 48 of 127








 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	500,000,000.0000
	 # Shares Issued
	  	169,986,701.0000
	 # Outstanding
	  	169,986,701.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Calcedo, Jaime Eduardo Trujillo
	  	Common Shares	  	 	0.001000	  	  	 	0.000000	  	  	 	—  	  	  	Direct
	 Carvajal, Martha Tatiana Garces
	  	Common Shares	  	 	0.001000	  	  	 	0.000000	  	  	 	—  	  	  	Direct
	 CBI Bahamas Limited
	  	Common Shares	  	 	8,499,349.000000	  	  	 	5.000008	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	161,487,351.997000	  	  	 	94.999992	  	  	 	—  	  	  	Direct
	 Montgomery, Clare
	  	Common Shares	  	 	0.001000	  	  	 	0.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Colombiana S.A. 

CBI Company Ltd. 
 Delaware

 Entity Vitals  
  

			
	 Entity Name
	  	CBI Company Ltd.
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	10-11-1945
	 Federal Tax ID
	  	36-2196189
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31


  
 Page 49 of 127








 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	10,000.0000
	 # Shares Issued
	  	5,310.0000
	 # Outstanding
	  	5,310.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	5,310.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Company Ltd. 

CBI Construcciones S.A. 
 Argentina

 Entity Vitals  
  

			
	 Entity Name
	  	CBI Construcciones S.A.
	 Domestic Jurisdiction
	  	Argentina
	 Country
	  	Argentina
	 Entity Type
	  	Other
	 Formation Date
	  	12-12-1996
	 Federal Tax ID
	  	—
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	1,000,000.0000
	 # Shares Issued
	  	1,000,000.0000
	 # Outstanding
	  	1,000,000.0000


  
 Page 50 of 127








 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron (Antilles) N. V.
	  	Common Shares	  	 	50,000.000000	  	  	 	5.000000	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	950,000.000000	  	  	 	95.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Construcciones S.A. 

CBI Constructors (PNG) Pty. Limited 

Papua New Guinea 
 Entity Vitals 

  

			
	 Entity Name
	  	CBI Constructors (PNG) Pty. Limited
	 Domestic Jurisdiction
	  	Papua New Guinea
	 Country
	  	Papua New Guinea
	 Entity Type
	  	Other
	 Formation Date
	  	05-31-1989
	 Federal Tax ID
	  	TC 34203
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	100,000.0000
	 # Shares Issued
	  	100,000.0000
	 # Outstanding
	  	100,000.0000

 Capital Structure—Derivative  
 There are no entries in this list 

  
 Page 51 of 127








 
Owners 
  

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 CBI Constructors Pty. Ltd.
	  	Common Shares	  	 	100,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Constructors (PNG) Pty. Limited 

CBI Constructors FZE 
 Dubai

 Entity Vitals  
  

			
	 Entity Name
	  	CBI Constructors FZE
	 Domestic Jurisdiction
	  	Dubai
	 Country
	  	United Arab Emirates
	 Entity Type
	  	Other
	 Formation Date
	  	11-18-2000
	 Federal Tax ID
	  	—
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	1.0000
	 # Shares Issued
	  	1.0000
	 # Outstanding
	  	1.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron (Antilles) N. V.
	  	Common Shares	  	 	1.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct


  
 Page 52 of 127








 End of Dec 2012—Subsidiaries and Ownership for CBI Constructors FZE 

CBI Constructors Limited 
 United
Kingdom 
 Entity Vitals  
  

			
	 Entity Name
	  	CBI Constructors Limited
	 Domestic Jurisdiction
	  	United Kingdom
	 Country
	  	United Kingdom
	 Entity Type
	  	Other
	 Formation Date
	  	12-04-1954
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	200,000.0000
	 # Shares Issued
	  	163,536.0000
	 # Outstanding
	  	163,536.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 CB&I Holdings (U.K.) Limited
	  	Common Shares	  	 	163,536.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Constructors Limited 

CBI Constructors Pty. Ltd. 

  
 Page 53 of 127








 New South Wales 
 Entity Vitals  
  

			
	 Entity Name
	  	CBI Constructors Pty. Ltd.
	 Domestic Jurisdiction
	  	New South Wales
	 Country
	  	Australia
	 Entity Type
	  	Other
	 Formation Date
	  	02-23-1968
	 Federal Tax ID
	  	80-976282
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	500,000.0000
	 # Shares Issued
	  	302,623.0000
	 # Outstanding
	  	302,623.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	302,623.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Constructors Pty. Ltd. 

CBI Constructors S.A. (Proprietary) Limited 
 South Africa 
 Entity Vitals  

 

			
	 Entity Name
	  	CBI Constructors S.A. (Proprietary) Limited
	 Domestic Jurisdiction
	  	South Africa


  
 Page 54 of 127









			
	 Country
	  	South Africa
	 Entity Type
	  	Other
	 Formation Date
	  	09-07-1960
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	275,000.0000
	 # Shares Issued
	  	263,000.0000
	 # Outstanding
	  	263,000.0000

 Capital Structure—Derivative There are no entries in this list Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	263,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Constructors S.A. (Proprietary) Limited

 CBI Costa Rica, S.A. 

Costa Rica 
 Entity Vitals 

  

			
	 Entity Name
	  	CBI Costa Rica, S.A.
	 Domestic Jurisdiction
	  	Costa Rica
	 Country
	  	Costa Rica
	 Entity Type
	  	Corporation
	 Formation Date
	  	11-13-2009
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  


  
 Page 55 of 127








 Capital Structure—Non-Derivative 

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	2,000.0000
	 # Shares Issued
	  	2,000.0000
	 # Outstanding
	  	2,000.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	1,999.000000	  	  	 	99.950000	  	  	 	—  	  	  	Direct
	 CMP Holdings B.V.
	  	Common Shares	  	 	1.000000	  	  	 	0.050000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Costa Rica, S.A. 

CBI de Nicaragua, Sociedad Anónima 

Nicaragua 
 Entity Vitals 

  

			
	 Entity Name
	  	CBI de Nicaragua, Sociedad Anónima
	 Domestic Jurisdiction
	  	Nicaragua
	 Country
	  	Nicaragua
	 Entity Type
	  	Other
	 Formation Date
	  	10-20-1998
	 Federal Tax ID
	  	—
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	June 30
	
	Capital Structure—Non-Derivative
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	1,000.0000


  
 Page 56 of 127









			
	 # Shares Issued
	  	1,000.0000
	 # Outstanding
	  	1,000.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 CBI Caribe, Ltd.
	  	Common Shares	  	 	1.000000	  	  	 	0.100000	  	  	 	—  	  	  	Direct
	 CBI Company Ltd.
	  	Common Shares	  	 	998.000000	  	  	 	99.800000	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	1.000000	  	  	 	0.100000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI de Nicaragua, Sociedad Anónima

 CBI de Venezuela, C. A. 

Venezuela 
 Entity Vitals

  

			
	 Entity Name
	  	CBI de Venezuela, C. A.
	 Domestic Jurisdiction
	  	Venezuela
	 Country
	  	Venezuela
	 Entity Type
	  	Other
	 Formation Date
	  	09-07-1972
	 Federal Tax ID
	  	—
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	2,505,000.0000
	 # Shares Issued
	  	2,505,000.0000
	 # Outstanding
	  	2,505,000.0000

 Capital Structure—Derivative 
 There are no entries in this list 

  
 Page 57 of 127








 
Owners 
  

																	
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying Security	 	  	 Ownership
 Form

	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	25,050.000000	  	  	 	1.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI de Venezuela, C. A. 

CBI Dominicana, SRL 
 Dominican
Republic 
 Entity Vitals 
  

			
	 Entity Name
	  	CBI Dominicana, SRL
	 Domestic Jurisdiction
	  	Dominican Republic
	 Country
	  	Dominican Republic
	 Entity Type
	  	Corporation
	 Formation Date
	  	06-16-2008
	 Federal Tax ID
	  	—
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—
	
	Capital Structure—Non-Derivative
		
	 Security Name
	  	Ordinary Shares
	 Type
	  	Common
	 # Shares Authorized
	  	6,900.0000
	 # Shares Issued
	  	6,900.0000
	 # Outstanding
	  	6,900.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying Security	 	  	 Ownership
 Form

	 Browning, Walter G.
	  	Ordinary Shares	  	 	1.000000	  	  	 	0.014493	  	  	 	—  	  	  	Direct
	 Canals, Cesar E.
	  	Ordinary Shares	  	 	1.000000	  	  	 	0.014493	  	  	 	—  	  	  	Direct


  
 Page 58 of 127









																	
	 Chicago Bridge & Iron Company B.V.
	  	Ordinary Shares	  	 	6,894.000000	  	  	 	99.913043	  	  	 	—  	  	  	Direct
	 Lopez, Sergio
	  	Ordinary Shares	  	 	1.000000	  	  	 	0.014493	  	  	 	—  	  	  	Direct
	 Novak, Timothy
	  	Ordinary Shares	  	 	1.000000	  	  	 	0.014493	  	  	 	—  	  	  	Direct
	 Rector, Ronald B.
	  	Ordinary Shares	  	 	1.000000	  	  	 	0.014493	  	  	 	—  	  	  	Direct
	 Schmidt, Kenneth L.
	  	Ordinary Shares	  	 	1.000000	  	  	 	0.014493	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Dominicana, SRL 

CBI Eastern Anstalt 
 Vaduz,
Liechtenstein 
 Entity Vitals 
  

			
	Entity Name	  	CBI Eastern Anstalt
	Domestic Jurisdiction	  	Vaduz, Liechtenstein
	Country	  	Liechtenstein
	Entity Type	  	Other
	Formation Date	  	12-21-1973
	Federal Tax ID	  	—
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—
	
	Capital Structure—Non-Derivative
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	1.0000
	 # Shares Issued
	  	1.0000
	 # Outstanding
	  	1.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying Security	 	  	 Ownership
 Form

	 Chicago Bridge & Iron (Antilles) N. V.
	  	Common Shares	  	 	1.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct


  
 Page 59 of 127








 End of Dec 2012—Subsidiaries and Ownership for CBI Eastern Anstalt 

CBI Jamaica Limited 
 JAMAICA

 Entity Vitals 
  

			
	Entity Name	  	CBI Jamaica Limited
	Domestic Jurisdiction	  	JAMAICA
	Country	  	Jamaica
	Entity Type	  	Other
	Formation Date	  	07-20-2005
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative
		
	 Security Name
	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	5,000.0000
	# Shares Issued	  	5,000.0000
	# Outstanding	  	5,000.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	5,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Jamaica Limited 

CBI Luxembourg S.a.r.l. 

  
 Page 60 of 127








 Luxembourg 
 Entity Vitals  
  

			
	Entity Name	  	CBI Luxembourg S.a.r.l.
	Domestic Jurisdiction	  	Luxembourg
	Country	  	Luxembourg
	Entity Type	  	Other
	Formation Date	  	04-23-2003
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	800.0000
	# Shares Issued	  	800.0000
	# Outstanding	  	800.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	800.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Luxembourg S.a.r.l. 

CBI Montajes de Chile Limitada 
 Chile

 Entity Vitals 
  

			
	Entity Name	  	CBI Montajes de Chile Limitada
	Domestic Jurisdiction	  	Chile


  
 Page 61 of 127









			
	Country	  	Chile
	Entity Type	  	Other
	Formation Date	  	11-22-2005
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Class A Common Shares
	Type	  	Common
	# Shares Authorized	  	1,000.0000
	# Shares Issued	  	1,000.0000
	# Outstanding	  	1,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron (Antilles)
N. V.
	  	Class A Common Shares	  	 	10.000000	  	  	 	1.000000	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Class A Common Shares	  	 	990.000000	  	  	 	99.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Montajes de Chile Limitada 

CBI Overseas, LLC 
 Delaware

 Entity Vitals  
  

			
	Entity Name	  	CBI Overseas, LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Limited Liability Company
	Formation Date	  	03-17-1997
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant


  
 Page 62 of 127









			
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Percentage Ownership Interest
	Type	  	—  
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	# Outstanding	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

There are no entries in this list 

End of Dec 2012—Subsidiaries and Ownership for CBI Overseas, LLC 
 CBI Panama, S.A. 
 Panama 
 Entity Vitals  
  

			
	Entity Name	  	CBI Panama, S.A.
	Domestic Jurisdiction	  	Panama
	Country	  	Panama
	Entity Type	  	Other
	Formation Date	  	12-20-2007
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	1,000.0000
	# Shares Issued	  	1,000.0000
	# Outstanding	  	1,000.0000


  
 Page 63 of 127








 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	1,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Panama, S.A. 

CBI Peruana SAC 
 Peru 

Entity Vitals  
  

			
	Entity Name	  	CBI Peruana SAC
	Domestic Jurisdiction	  	Peru
	Country	  	Peru
	Entity Type	  	Other
	Formation Date	  	10-10-2006
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	5,000.0000
	# Shares Issued	  	5,000.0000
	# Outstanding	  	5,000.0000

 Capital Structure—Derivative  
 There are no entries in this list 

  
 Page 64 of 127








 Owners 
  

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 Cedeno, Cipriano
	  	Common Shares	  	 	0.010000	  	  	 	0.000200	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	4,999.990000	  	  	 	99.999800	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Peruana SAC 

CBI Services, Inc. 
 Delaware

 Entity Vitals  
  

			
	Entity Name	  	CBI Services, Inc.
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Corporation
	Formation Date	  	06-24-1985
	Federal Tax ID	  	36-3369071
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	1,000,000.0000
	# Shares Issued	  	11,000.0000
	# Outstanding	  	11,000.0000
		
	Security Name	  	Preferred Shares
	Type	  	Common
	# Shares Authorized	  	100,000.0000
	# Shares Issued	  	22,202.0000
	# Outstanding	  	22,202.0000
		
	Security Name	  	Preferred Shares Series B
	Type	  	Common
	# Shares Authorized	  	48,000.0000
	# Shares Issued	  	8,000.0000
	# Outstanding	  	8,000.0000


  
 Page 65 of 127








 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																			
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	11,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  
	 Horton CBI, Limited
	  	Preferred Shares	  	 	22,202.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  
	 Horton CBI, Limited
	  	Preferred Shares Series B	  	 	8,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for CBI Services, Inc. 

CBI Venezolana, S. A. 
 Venezuela

 Entity Vitals  
  

			
	Entity Name	  	CBI Venezolana, S. A.
	Domestic Jurisdiction	  	Venezuela
	Country	  	Venezuela
	Entity Type	  	Other
	Formation Date	  	09-09-1985
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	1,190,000,000.0000
	# Shares Issued	  	17,200.0000
	# Outstanding	  	17,200.0000

 Capital Structure—Derivative  
 There are no entries in this list 

  
 Page 66 of 127








 
Owners 
  

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	17,200.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBI Venezolana, S. A. 

CBIT I, LLC 
 Delaware 

Entity Vitals  
  

			
	Entity Name	  	CBIT I, LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Limited Liability Company
	Formation Date	  	08-28-2007
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Percentage Ownership Interest
	Type	  	—  
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	# Outstanding	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	 	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	 	Percentage Ownership Interest	  	 	49.000000	  	  	 	49.000000	  	  	 	—  	  	  	Direct
	 Lopez, Sergio
	 	Percentage Ownership Interest	  	 	26.000000	  	  	 	26.000000	  	  	 	—  	  	  	Direct


  
 Page 67 of 127









																	
	 Reyes, Luciano
	 	Percentage Ownership Interest	  	 	25.000000	  	  	 	25.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBIT I, LLC 

CBIT II, LLC 
 Delaware

 Entity Vitals  
  

			
	Entity Name	  	CBIT II, LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Limited Liability Company
	Formation Date	  	08-28-2007
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Percentage Ownership Interest
	Type	  	—  
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	# Outstanding	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Percentage Ownership Interest	  	 	49.000000	  	  	 	49.000000	  	  	 	—  	  	  	Direct
	 Lopez, Sergio
	  	Percentage Ownership Interest	  	 	26.000000	  	  	 	26.000000	  	  	 	—  	  	  	Direct
	 Reyes, Luciano
	  	Percentage Ownership Interest	  	 	25.000000	  	  	 	25.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBIT II, LLC 

  
 Page 68 of 127








 CBIT III, LLC 
 Delaware 
 Entity Vitals  

 

			
	Entity Name	  	CBIT III, LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Limited Liability Company
	Formation Date	  	08-28-2007
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Percentage Ownership Interest
	Type	  	—  
	# Shares Authorized	  	—  
	# Shares Issued	  	—  
	# Outstanding	  	—  

 Capital Structure—Derivative  
 There are no entries in this list 
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying Security	 	  	 Ownership
 Form

	 Chicago Bridge & Iron Company B.V.
	  	Percentage Ownership Interest	  	 	49.000000	  	  	 	49.000000	  	  	 	—  	  	  	Direct
	 Lopez, Sergio
	  	Percentage Ownership Interest	  	 	26.000000	  	  	 	26.000000	  	  	 	—  	  	  	Direct
	 Reyes, Luciano
	  	Percentage Ownership Interest	  	 	25.000000	  	  	 	25.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBIT III, LLC 

CBIT IV, LLC 
 Delaware


  
 Page 69 of 127








 Entity Vitals  
  

			
	 Entity Name
	  	CBIT IV, LLC
	
Domestic Jurisdiction                
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Limited Liability Company
	 Formation Date
	  	08-28-2007
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Percentage Ownership Interest
	 Type
	  	—  
	
# Shares Authorized                  

	  	—  
	 # Shares Issued
	  	—  
	 # Outstanding
	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying Security	 	  	 Ownership
 Form

	 Chicago Bridge & Iron Company B.V.
	  	Percentage Ownership Interest	  	 	49.000000	  	  	 	49.000000	  	  	 	—  	  	  	Direct
	 Lopez, Sergio
	  	Percentage Ownership Interest	  	 	26.000000	  	  	 	26.000000	  	  	 	—  	  	  	Direct
	 Reyes, Luciano
	  	Percentage Ownership Interest	  	 	25.000000	  	  	 	25.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CBIT IV, LLC 

CDTECH International Corporation 

Delaware 
 Entity Vitals 

  

			
	 Entity Name
	  	CDTECH International Corporation
	
Domestic Jurisdiction                
	  	Delaware


  
 Page 70 of 127









			
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	07-25-2001
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	
# Shares Authorized                  

	  	1,000.0000
	 # Shares Issued
	  	1,000.0000
	 # Outstanding
	  	1,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying Security	 	  	 Ownership
 Form

	 Catalytic Distillation Technologies
	  	Common Shares	  	 	1,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CDTECH International Corporation 

Central Trading Company, Ltd. 

Delaware 
 Entity Vitals 

  

			
	 Entity Name
	  	Central Trading Company, Ltd.
	
Domestic Jurisdiction                
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	12-09-1988
	 Federal Tax ID
	  	36-3621439
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31


  
 Page 71 of 127








 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	
# Shares Authorized                  

	  	1,000.0000
	 # Shares Issued
	  	1,000.0000
	 # Outstanding
	  	1,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying Security	 	  	 Ownership
 Form

	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	1,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Central Trading Company, Ltd. 

Chemical Research & Licensing Company 
 Texas 
 Entity Vitals  

 

			
	 Entity Name
	  	Chemical Research & Licensing Company
	
Domestic Jurisdiction                
	  	Texas
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	05-19-1978
	 Federal Tax ID
	  	1-74-2051170 - 5
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	
# Shares Authorized                  

	  	300,000.0000
	 # Shares Issued
	  	40,000.0000
	 # Outstanding
	  	40,000.0000


  
 Page 72 of 127








 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

There are no entries in this list 

End of Dec 2012—Subsidiaries and Ownership for Chemical Research & Licensing Company 

Chevron Lummus Global L.L.C. 

Delaware 
 Entity Vitals 

  

			
	 Entity Name
	  	Chevron Lummus Global L.L.C.
	
Domestic Jurisdiction                
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Limited Liability Company
	 Formation Date
	  	04-01-1994
	 Federal Tax ID
	  	94-3204240
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Percentage Ownership Interest
	 Type
	  	—  
	
# Shares Authorized                  

	  	—  
	 # Shares Issued
	  	—  
	 # Outstanding
	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

  
 Page 73 of 127









																	
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying Security	 	  	 Ownership
 Form

	 Lummus Catalyst Company Ltd.
	  	Percentage Ownership Interest	  	 	50.000000	  	  	 	50.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Chevron Lummus Global L.L.C. 

Chicago Bridge & Iron (Antilles) N. V. 
 Curacao 
 Entity Vitals  

 

			
	 Entity Name
	  	Chicago Bridge & Iron (Antilles) N. V.
	
Domestic Jurisdiction                
	  	Curacao
	 Country
	  	Netherlands Antilles
	 Entity Type
	  	Other
	 Formation Date
	  	04-15-1996
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	
# Shares Authorized                  

	  	30,000.0000
	 # Shares Issued
	  	6,000.0000
	 # Outstanding
	  	6,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying Security	 	  	 Ownership
 Form

	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	6,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Chicago Bridge & Iron (Antilles) N. V.


  
 Page 74 of 127








 Chicago Bridge & Iron Company 
 Delaware 
 Entity Vitals  

 

			
	 Entity Name
	  	Chicago Bridge & Iron Company
	
Domestic Jurisdiction                
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	01-10-1996
	 Federal Tax ID
	  	06-1477022
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	
# Shares Authorized                  

	  	3,000.0000
	 # Shares Issued
	  	100.0000
	 # Outstanding
	  	100.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying
Security	 	  	Ownership
Form
	 CB&I HOLDINGS B.V.
	  	Common Shares	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Chicago Bridge & Iron Company

 Chicago Bridge & Iron Company 
 Illinois 
 Entity Vitals  

 

			
	 Entity Name
	  	Chicago Bridge & Iron Company
	
Domestic Jurisdiction                
	  	Illinois


  
 Page 75 of 127









			
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	08-08-1889
	 Federal Tax ID
	  	36-0897120
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	
# Shares Authorized                  

	  	1,000.0000
	 # Shares Issued
	  	1,000.0000
	 # Outstanding
	  	1,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying Security	 	  	 Ownership
 Form

	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	1,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Chicago Bridge & Iron Company

 Chicago Bridge & Iron Company & Co. L.L.C. 
 Oman 
 Entity Vitals  

 

			
	 Entity Name
	  	Chicago Bridge & Iron Company & Co. L.L.C.
	
Domestic Jurisdiction                
	  	Oman
	 Country
	  	Oman
	 Entity Type
	  	Other
	 Formation Date
	  	04-22-2003
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  


  
 Page 76 of 127








 Capital Structure—Non-Derivative 

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	150,000.0000
	 # Shares Issued
	  	150,000.0000
	 # Outstanding
	  	150,000.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Al Bussaidy, Sayyid Slaem Musallam Ali
	  	Common Shares	  	 	45,000.000000	  	  	 	30.000000	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	105,000.000000	  	  	 	70.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Chicago Bridge & Iron Company &
Co. L.L.C. 
 Chicago Bridge & Iron Company (Delaware) 
 Delaware 
 Entity Vitals 

 

			
	 Entity Name
	  	Chicago Bridge & Iron Company (Delaware)
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	05-14-1979
	 Federal Tax ID
	  	36-3026565
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Common Shares
	Type	  	Common


  
 Page 77 of 127









			
	 # Shares Authorized
	  	1,000.0000
	 # Shares Issued
	  	1,000.0000
	 # Outstanding
	  	1,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	1,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Chicago Bridge & Iron Company (Delaware)

 Chicago Bridge & Iron Company (Egypt) LLC 
 Giza 
 Entity Vitals  

 

			
	 Entity Name
	  	Chicago Bridge & Iron Company (Egypt) LLC
	 Domestic Jurisdiction
	  	Giza
	 Country
	  	Egypt
	 Entity Type
	  	Other
	 Formation Date
	  	11-23-1999
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	2,000.0000
	 # Shares Issued
	  	2,000.0000
	 # Outstanding
	  	2,000.0000

 Capital Structure—Derivative  
 There are no entries in this list 

  
 Page 78 of 127








 Owners 
  

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	1,600.000000	  	  	 	80.000000	  	  	 	—  	  	  	Direct
	 Marco, Basil
	  	Common Shares	  	 	200.000000	  	  	 	10.000000	  	  	 	—  	  	  	Direct
	 Nassar, Mike
	  	Common Shares	  	 	200.000000	  	  	 	10.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Chicago Bridge & Iron Company (Egypt) LLC

 Chicago Bridge & Iron Company B.V. 
 The Netherlands 
 Entity Vitals  

 

			
	 Entity Name
	  	Chicago Bridge & Iron Company B.V.
	 Domestic Jurisdiction
	  	The Netherlands
	 Country
	  	Netherlands
	 Entity Type
	  	Other
	 Formation Date
	  	03-17-1997
	 Federal Tax ID
	  	805684372
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	200.0000
	 # Shares Issued
	  	50.0000
	 # Outstanding
	  	50.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Lealand Finance Company B.V.
	  	Common Shares	  	 	50.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct


  
 Page 79 of 127








 End of Dec 2012—Subsidiaries and Ownership for Chicago Bridge & Iron Company
B.V. 
 Chicago Bridge & Iron Company N.V. 
 The Netherlands 
 Entity Vitals  

 

			
	 Entity Name
	  	Chicago Bridge & Iron Company N.V.
	 Domestic Jurisdiction
	  	The Netherlands
	 Country
	  	Netherlands
	 Entity Type
	  	Other
	 Formation Date
	  	11-22-1996
	 Federal Tax ID
	  	805684372
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	250,000,000.0000
	 # Shares Issued
	  	98,083,608.0000
	 # Outstanding
	  	98,083,608.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners  

There are no entries in this list 

End of Dec 2012—Subsidiaries and Ownership for Chicago Bridge & Iron Company N.V. 

Chicago Bridge de México, S.A. de C.V. 
 Mexico 

  
 Page 80 of 127








 Entity Vitals  
  

			
	Entity Name	  	Chicago Bridge de México, S.A. de C.V.
	Domestic Jurisdiction            	  	Mexico
	Country	  	Mexico
	Entity Type	  	Other
	Formation Date	  	01-13-1998
	Federal Tax ID	  	ACE-980113T61
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized               	  	1,000.0000
	# Shares Issued	  	1,000.0000
	# Outstanding	  	1,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron (Antilles) N. V.
	  	Common Shares	  	 	1.000000	  	  	 	0.100000	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	999.000000	  	  	 	99.900000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Chicago Bridge de México, S.A. de C.V.

 Chicago Bridge Servcios Petroleros S.A. 
 Bolivia 
 Entity Vitals  

 

			
	Entity Name	  	Chicago Bridge Servcios Petroleros S.A.
	Domestic Jurisdiction               	  	Bolivia


  
 Page 81 of 127









			
	Country	  	Bolivia
	Entity Type	  	Corporation
	Formation Date	  	12-01-2011
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Ordinary Shares
	Type	  	Common
	# Shares Authorized            	  	35.0000
	# Shares Issued	  	35.0000
	# Outstanding	  	35.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 CB&I Europe B. V.
	  	Ordinary Shares	  	 	1.000000	  	  	 	2.857143	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Ordinary Shares	  	 	33.000000	  	  	 	94.285714	  	  	 	—  	  	  	Direct
	 CMP Holdings B.V.
	  	Ordinary Shares	  	 	1.000000	  	  	 	2.857143	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Chicago Bridge Servcios Petroleros S.A.

 Chicago Bridge Uruguay S.A. 
 Uruguay 
 Entity Vitals  

 

			
	Entity Name	  	Chicago Bridge Uruguay S.A.
	Domestic Jurisdiction           	  	Uruguay
	Country	  	Uruguay
	Entity Type	  	Other
	Formation Date	  	12-12-1996
	Federal Tax ID	  	—
	Status	  	Active - Non Dormant


  
 Page 82 of 127









			
	Fiscal Year End	  	—
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized              	  	1,050,000.0000
	# Shares Issued	  	262,500.0000
	# Outstanding	  	262,500.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	262,500.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Chicago Bridge Uruguay S.A. 

CLG Technical Services LLC 
 Delaware

 Entity Vitals  
  

			
	Entity Name	  	CLG Technical Services LLC
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Corporation
	Formation Date	  	07-10-2002
	Federal Tax ID	  	20-3546217
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative 
		
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized            	  	100.0000


  
 Page 83 of 127









			
	# Shares Issued	  	10.0000
	# Outstanding                  	  	10.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chevron Lummus Global L.L.C.
	  	Common Shares	  	 	10.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CLG Technical Services LLC 

CMP Holdings B.V. 
 The Netherlands

 Entity Vitals  
  

			
	 Entity Name
	  	CMP Holdings B.V.
	 Domestic Jurisdiction
	  	The Netherlands
	 Country
	  	Netherlands
	 Entity Type
	  	Other
	 Formation Date
	  	07-22-1981
	 Federal Tax ID
	  	—
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	 Capital Structure—Non-Derivative 

		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized            
	  	60,000,000.0000
	 # Shares Issued
	  	42,889,195.0000
	 # Outstanding
	  	42,889,195.0000

 Capital Structure—Derivative  
 There are no entries in this list 

  
 Page 84 of 127








 Owners 
  

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	42,889,195.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CMP Holdings B.V. 

Constructora C.B.I. Limitada 
 Chile

 Entity Vitals  
  

			
	 Entity Name
	  	Constructora C.B.I. Limitada
	 Domestic Jurisdiction
	  	Chile
	 Country
	  	Chile
	 Entity Type
	  	Other
	 Formation Date
	  	02-06-1987
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Dormant
	 Fiscal Year End
	  	—  
	
	 Capital Structure—Non-Derivative 

		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized            
	  	205,000.0000
	 # Shares Issued
	  	205,000.0000
	 # Outstanding
	  	205,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																			
	Owner Name	  	Security Name	 	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 CBI Company Ltd.
	  	 	Common Shares	  	  	 	202,950.000000	  	  	 	99.000000	  	  	 	—  	  	  	Direct
	 Chicago Bridge & Iron Company
	  	 	Common Shares	  	  	 	2,050.000000	  	  	 	1.000000	  	  	 	—  	  	  	Direct


  
 Page 85 of 127








 End of Dec 2012—Subsidiaries and Ownership for Constructora C.B.I. Limitada

 Constructors International, L.L.C. 
 Delaware 
 Entity Vitals  

 

			
	 Entity Name
	  	Constructors International, L.L.C.
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Limited Liability Company
	 Formation Date
	  	08-20-1974
	 Federal Tax ID
	  	75-2905207
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	 Capital Structure—Non-Derivative 

		
	 Security Name
	  	Percentage Ownership Interest
	 Type
	  	—  
	 # Shares Authorized            
	  	—  
	 # Shares Issued
	  	—  
	 # Outstanding
	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

There are no entries in this list 

End of Dec 2012—Subsidiaries and Ownership for Constructors International, L.L.C. 

Crystal Acquisition Subsidiary Inc. 

Louisiana 

  
 Page 86 of 127








 Entity Vitals  
  

			
	 Entity Name
	  	Crystal Acquisition Subsidiary Inc.
	 Domestic Jurisdiction
	  	Louisiana
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	07-17-2012
	 Federal Tax ID
	  	46-1073870
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—
	
	 Capital Structure—Non-Derivative 

		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized            
	  	10,000.0000
	 # Shares Issued
	  	1,000.0000
	 # Outstanding
	  	1,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company N.V.
	  	Common Shares	  	 	1,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Crystal Acquisition Subsidiary Inc. 

CSA Trading Company Ltd. 
 Delaware

 Entity Vitals  
  

			
	 Entity Name
	  	CSA Trading Company Ltd.
	 Domestic Jurisdiction            
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Corporation


  
 Page 87 of 127









			
	 Formation Date
	  	11-04-2004
	 Federal Tax ID
	  	20-1973663
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	 Capital Structure—Non-Derivative 

		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized            
	  	10,000.0000
	 # Shares Issued
	  	10,000.0000
	 # Outstanding
	  	10,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	10,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CSA Trading Company Ltd. 

CSC Netherlands B.V. 
 Amsterdam

 Entity Vitals  
  

			
	 Entity Name
	  	CSC Netherlands B.V.
	 Domestic Jurisdiction          
	  	Amsterdam
	 Country
	  	Netherlands
	 Entity Type
	  	Private Limited Company
	 Formation Date
	  	11-29-2012
	 Federal Tax ID
	  	—
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—
	
	 Capital Structure—Non-Derivative 

		
	 Security Name
	  	Common Shares


  
 Page 88 of 127









			
	 Type
	  	Common
	 # Shares Authorized            
	  	300,000.0000
	 # Shares Issued
	  	300,000.0000
	 # Outstanding
	  	300,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 CB&I Oil & Gas Europe B.V.
	  	Common Shares	  	 	100,000.000000	  	  	 	33.333333	  	  	 	—  	  	  	Direct
	 Chiyoda Corporation
	  	Common Shares	  	 	100,000.000000	  	  	 	33.333333	  	  	 	—  	  	  	Direct
	 Saipem International N.V.
	  	Common Shares	  	 	100,000.000000	  	  	 	33.333333	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for CSC Netherlands B.V. 

Fibre Making Processes, Inc. 

Illinois 
 Entity Vitals 

  

			
	 Entity Name
	  	Fibre Making Processes, Inc.
	 Domestic Jurisdiction
	  	Illinois
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	09-09-1916
	 Federal Tax ID
	  	94-1014317
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	 Capital Structure—Non-Derivative 

		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized            
	  	750.0000
	 # Shares Issued
	  	750.0000


  
 Page 89 of 127









			
	
# Outstanding                     
 
	  	  750.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																	
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form
	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	750.000000	  	  	 	100.000000	  	  	 	—  	  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Fibre Making Processes, Inc. 

HBI Holdings, LLC 
 Delaware

 Entity Vitals  
  

			
	 Entity Name
	  	HBI Holdings, LLC
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Limited Liability Company
	 Formation Date
	  	07-23-1999
	 Federal Tax ID
	  	75-2838623
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	 Capital Structure—Non-Derivative 

		
	 Security Name
	  	Percentage Ownership Interest
	 Type
	  	—  
	 # Shares Authorized            
	  	—  
	 # Shares Issued
	  	—  
	 # Outstanding
	  	—  

 Capital Structure—Derivative  
 There are no entries in this list 

  
 Page 90 of 127








 Owners 
  

											
	Owner Name	 	Security Name	 	Balance	 	Percent
Owned	 	Underlying Security	 	Ownership
Form
	 Howe-Baker International Management, LLC
	 	Percentage Ownership Interest	 	100.000000	 	100.000000	 	—  	 	Direct

 End of Dec 2012—Subsidiaries and Ownership for HBI Holdings, LLC 

Highland Trading Company, Ltd. 

Cayman Islands 
 Entity Vitals 

  

			
	 Entity Name
	  	Highland Trading Company, Ltd.
	 Domestic Jurisdiction
	  	Cayman Islands
	 Country
	  	British West Indies
	 Entity Type
	  	Other
	 Formation Date
	  	09-12-1989
	 Federal Tax ID
	  	—
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	September 11
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	50,000.0000
	 # Shares Issued
	  	2.0000
	 # Outstanding
	  	2.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Chicago Bridge & Iron Company
	  	Common Shares	  	2.000000	  	100.000000	  	—  	  	Direct


  
 Page 91 of 127








 End of Dec 2012—Subsidiaries and Ownership for Highland Trading Company, Ltd.

 Horton CBI, Limited 

Alberta 
 Entity Vitals 

 

			
	 Entity Name
	  	Horton CBI, Limited
	 Domestic Jurisdiction
	  	Alberta
	 Country
	  	Canada
	 Entity Type
	  	Corporation
	 Formation Date
	  	08-04-1916
	 Federal Tax ID
	  	—
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	 Capital Structure—Non-Derivative

		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	65,000.0000
	 # Shares Issued
	  	64,979.0000
	 # Outstanding
	  	64,979.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

											
	Owner Name	 	Security Name	 	Balance	 	Percent
Owned	 	Underlying Security	 	Ownership
Form
	 Chasin, Phil
	 	Common Shares	 	1.000000	 	0.001539	 	—  	 	Direct
	 Chicago Bridge & Iron Company B.V.
	 	Common Shares	 	64,965.000000	 	99.978455	 	—  	 	Direct
	 Inman, William
	 	Common Shares	 	13.000000	 	0.020006	 	—  	 	Direct

 End of Dec 2012—Subsidiaries and Ownership for Horton CBI, Limited 

Howe-Baker Eastern Limited 

  
 Page 92 of 127








 United Kingdom 
 Entity Vitals  
  

			
	 Entity Name
	  	Howe-Baker Eastern Limited
	 Domestic Jurisdiction
	  	United Kingdom
	 Country
	  	United Kingdom
	 Entity Type
	  	Other
	 Formation Date
	  	11-06-2001
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	1,000,000.0000
	 # Shares Issued
	  	1.0000
	 # Outstanding
	  	1.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	1.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Howe-Baker Eastern Limited 

Howe-Baker Engineers, Ltd. 
 Texas

 Entity Vitals 
  

			
	 Entity Name
	  	Howe-Baker Engineers, Ltd.
	 Domestic Jurisdiction
	  	Texas


  
 Page 93 of 127









			
	 Country
	  	United States
	 Entity Type
	  	Limited Partnership
	 Formation Date
	  	01-04-2001
	 Federal Tax ID
	  	75-2912742
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Percentage Ownership Interest
	 Type
	  	—  
	 # Shares Authorized
	  	—  
	 # Shares Issued
	  	—  
	 # Outstanding
	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

											
	Owner Name	 	Security Name	 	Balance	 	Percent
Owned	 	Underlying Security	 	Ownership
Form
	 Howe-Baker Holdings, L.L.C.
	 	Percentage Ownership Interest	 	99.000000	 	99.000000	 	—  	 	Direct
	 Howe-Baker Management, L.L.C.
	 	Percentage Ownership Interest	 	1.000000	 	1.000000	 	—  	 	Direct

 End of Dec 2012—Subsidiaries and Ownership for Howe-Baker Engineers, Ltd. 

Howe-Baker Holdings, L.L.C. 
 Delaware

 Entity Vitals  
  

			
	 Entity Name
	  	Howe-Baker Holdings, L.L.C.
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Limited Liability Company
	 Formation Date
	  	06-27-1974
	 Federal Tax ID
	  	75-2905206
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31


  
 Page 94 of 127








 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Percentage Ownership Interest
	 Type
	  	—  
	 # Shares Authorized
	  	—  
	 # Shares Issued
	  	—  
	 # Outstanding
	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Howe-Baker International, L.L.C.
	  	Percentage Ownership Interest	  	100.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Howe-Baker Holdings, L.L.C. 

Howe-Baker International Management, LLC 

Delaware 
 Entity Vitals 

  

			
	 Entity Name
	  	Howe-Baker International Management, LLC
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Limited Liability Company
	 Formation Date
	  	07-23-1999
	 Federal Tax ID
	  	75-2838620
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Percentage Ownership Interest
	 Type
	  	—  
	 # Shares Authorized
	  	—  
	 # Shares Issued
	  	—  
	 # Outstanding
	  	—  


  
 Page 95 of 127








 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

											
	Owner Name	 	Security Name	 	Balance	 	Percent
Owned	 	Underlying Security	 	Ownership
Form
	 Howe-Baker International, L.L.C.
	 	Percentage Ownership Interest	 	100.000000	 	100.000000	 	—  	 	Direct

 End of Dec 2012—Subsidiaries and Ownership for Howe-Baker International Management, LLC

 Howe-Baker International, L.L.C. 
 Delaware 
 Entity Vitals 

 

			
	 Entity Name
	  	Howe-Baker International, L.L.C.
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Limited Liability Company
	 Formation Date
	  	08-27-1980
	 Federal Tax ID
	  	75-2905191
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Percentage Ownership Interest
	 Type
	  	—  
	 # Shares Authorized
	  	—  
	 # Shares Issued
	  	—  
	 # Outstanding
	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

  
 Page 96 of 127









											
	Owner Name	 	Security Name	 	Balance	 	Percent
Owned	 	Underlying Security	 	Ownership
Form
	 CB&I Inc.
	 	Percentage Ownership Interest	 	100.000000	 	100.000000	 	—  	 	Direct

 End of Dec 2012—Subsidiaries and Ownership for Howe-Baker International, L.L.C. 

Howe-Baker Management, L.L.C. 

Delaware 
 Entity Vitals

  

			
	 Entity Name
	  	Howe-Baker Management, L.L.C.
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Limited Liability Company
	 Formation Date
	  	09-24-1998
	 Federal Tax ID
	  	75-2905212
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Percentage Ownership Interest
	 Type
	  	—  
	 # Shares Authorized
	  	—  
	 # Shares Issued
	  	—  
	 # Outstanding
	  	—  

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying
Security	  	Ownership
Form
	 Howe-Baker Holdings, L.L.C.
	  	Percentage Ownership Interest	  	100.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Howe-Baker Management, L.L.C. 

  
 Page 97 of 127








 Hua Lu Engineering Co., Ltd. 
 China 
 Entity Vitals 

 

			
	 Entity Name
	  	 Hua Lu Engineering Co., Ltd.

	 Domestic Jurisdiction
	  	 China

	 Country
	  	 China

	 Entity Type
	  	 Joint Venture - Foreign

	 Formation Date
	  	 06-01-1985

	 Federal Tax ID
	  	 3105600002317

	 Status
	  	 Active - Non Dormant

	 Fiscal Year End
	  	--

 Capital Structure—Non-Derivative 

 

			
	 Security Name
	  	 Membership Units

	 Type
	  	 Preferred

	 # Shares Authorized
	  	 100.0000

	 # Shares Issued
	  	 100.0000

	 # Outstanding
	  	 100.0000


 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Lummus Technology Inc.
	  	Membership Units	  	50.000000	  	50.000000	  	—  	  	Direct
	 SINOPEC (China Petrochemical International Company)
	  	Membership Units	  	50.000000	  	50.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Hua Lu Engineering Co., Ltd. 

International Process Supply Company, Ltd 

Cayman Islands 

  
 Page 98 of 127








 Entity Vitals 
  

			
	 Entity Name
	  	 International Process Supply Company, Ltd

	 Domestic Jurisdiction
	  	 Cayman Islands

	 Country
	  	 British West Indies

	 Entity Type
	  	 Other

	 Formation Date
	  	 02-28-2002

	 Federal Tax ID
	  	 —  

	 Status
	  	 Active - Non Dormant

	 Fiscal Year End
	  	 —  


 Capital Structure—Non-Derivative 

 

			
	 Security Name
	  	 Common Shares

	 Type
	  	 Common

	 # Shares Authorized
	  	 50,000.0000

	 # Shares Issued
	  	 50,000.0000

	 # Outstanding
	  	 50,000.0000


 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Chicago Bridge & Iron (Antilles) N. V.
	  	Common Shares	  	50,000.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for International Process Supply Company, Ltd

 IOP Services 
 England

 Entity Vitals 
  

			
	 Entity Name
	  	 IOP Services

	 Domestic Jurisdiction
	  	 England

	 Country
	  	 England

	 Entity Type
	  	 Other



  
 Page 99 of 127









			
	 Formation Date
	  	 12-17-1996

	 Federal Tax ID
	  	 —  

	 Status
	  	 Active - Non Dormant

	 Fiscal Year End
	  	 —  


 Capital Structure—Non-Derivative 

 

			
	 Security Name
	  	 Common Shares

	 Type
	  	 Common

	 # Shares Authorized
	  	 5,000.0000

	 # Shares Issued
	  	 1,000.0000

	 # Outstanding
	  	 1,000.0000


 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 CB&I Oil & Gas Europe B.V.
	  	Common Shares	  	1,000.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for IOP Services 

Lealand Finance Company B.V. 
 The
Netherlands 
 Entity Vitals  
  

			
	 Entity Name
	  	 Lealand Finance Company B.V.

	 Domestic Jurisdiction
	  	 The Netherlands

	 Country
	  	 Netherlands

	 Entity Type
	  	 Other

	 Formation Date
	  	 12-30-1996

	 Federal Tax ID
	  	 805684372

	 Status
	  	 Active - Non Dormant

	 Fiscal Year End
	  	 December 31


 Capital Structure—Non-Derivative 

 

			
	 Security Name
	  	 Common Shares



  
 Page 100 of
127 








			
	 Type
	  	 Common

	 # Shares Authorized
	  	 200.0000

	 # Shares Issued
	  	 40.0000

	 # Outstanding
	  	 40.0000


 Capital Structure—Derivative 
 There are no entries in this list 
 Owners  

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Chicago Bridge & Iron Company N.V.
	  	Common Shares	  	40.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Lealand Finance Company B.V. 

Lummus Alireza Ltd Co 
 Saudi Arabia

 Entity Vitals  
  

			
	 Entity Name
	  	 Lummus Alireza Ltd Co

	 Domestic Jurisdiction
	  	 Saudi Arabia

	 Country
	  	 Saudi Arabia

	 Entity Type
	  	 Limited Liability Company

	 Formation Date
	  	 01-11-1977

	 Federal Tax ID
	  	 —  

	 Status
	  	 Active - Non Dormant

	 Fiscal Year End
	  	 December 31


 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	 Common Shares

	 Type
	  	 Common

	 # Shares Authorized
	  	 35,000.0000

	 # Shares Issued
	  	 35,000.0000

	 # Outstanding
	  	 35,000.0000


 Capital Structure—Derivative  

  
 Page 101 of
127 







 There are no entries in this list  
 Owners  
  

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Alireza, Alawi Mahmood
	  	Common Shares	  	735.000000	  	2.100000	  	—  	  	Direct
	 Alireza, Yousuf
	  	Common Shares	  	735.000000	  	2.100000	  	—  	  	Direct
	 CB&I Nederland B.V.
	  	Common Shares	  	33,530.000000	  	95.800000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Lummus Alireza Ltd Co 

Lummus Catalyst Company Ltd. 

Delaware 
 Entity Vitals 

  

			
	 Entity Name
	  	Lummus Catalyst Company Ltd.
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	01-07-1992
	 Federal Tax ID
	  	06-1334969
	Status	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	1,500.0000
	 # Shares Issued
	  	100.0000
	 # Outstanding
	  	100.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Lummus Technology Inc.
	  	Common Shares	  	100.000000	  	100.000000	  	—  	  	Direct


  
 Page 102 of
127 







 End of Dec 2012—Subsidiaries and Ownership for Lummus Catalyst Company Ltd.

 Lummus International Corporation 
 Delaware 
 Entity Vitals  

 

			
	 Entity Name
	  	Lummus International Corporation
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	01-07-1992
	 Federal Tax ID
	  	06-1334973
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	1,500.0000
	 # Shares Issued
	  	100.0000
	 # Outstanding
	  	100.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners  

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Lummus Technology Inc.
	  	Common Shares	  	100.000000	  	100.000000	  	—  	  	Direct


  
 Page 103 of
127 








	
	End of Dec 2012—Subsidiaries and Ownership for Lummus International Corporation


Lummus Novolen Technology GmbH 

GERMANY 
 Entity Vitals 

 

			
	 Entity Name
	  	Lummus Novolen Technology GmbH
	 Domestic Jurisdiction
	  	GERMANY
	 Country
	  	Germany
	 Entity Type
	  	Other
	 Formation Date
	  	12-20-2006
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Capitalization in Euros
	 Type
	  	Common
	 # Shares Authorized
	  	25,000.0000
	 # Shares Issued
	  	25,000.0000
	 # Outstanding
	  	25,000.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 CB&I Lummus GmbH
	  	Capitalization in Euros	  	25,000.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Lummus Novolen Technology GmbH 

Lummus Overseas Corporation 
 Delaware

 Entity Vitals 
  

			
	 Entity Name
	  	Lummus Overseas Corporation
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States


  
 Page 104 of
127 








			
	 Entity Type
	  	Corporation
	 Formation Date
	  	11-01-1968
	 Federal Tax ID
	  	13-2623361
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	100.0000
	 # Shares Issued
	  	100.0000
	 # Outstanding
	  	100.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Lummus Technology Inc.
	  	Common Shares	  	100.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Lummus Overseas Corporation 

Lummus Technology B.V. 
 The Hague

 Entity Vitals 
  

			
	 Entity Name
	  	Lummus Technology B.V.
	 Domestic Jurisdiction
	  	The Hague
	 Country
	  	Netherlands
	 Entity Type
	  	Other
	 Formation Date
	  	01-04-2000
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  


  
 Page 105 of
127 







 Capital Structure—Non-Derivative 

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	1,000.0000
	 # Shares Issued
	  	200.0000
	 # Outstanding
	  	200.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Lummus Technology Inc.
	  	Common Shares	  	200.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Lummus Technology B.V. 

Lummus Technology Heat Transfer B.V. 

The Hague 
 Entity Vitals

  

			
	 Entity Name
	  	Lummus Technology Heat Transfer B.V.
	 Domestic Jurisdiction
	  	The Hague
	 Country
	  	Netherlands
	 Entity Type
	  	Other
	 Formation Date
	  	12-07-1984
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	22,690.0000
	 # Shares Issued
	  	4,538.0000
	 # Outstanding
	  	4,538.0000


  
 Page 106 of
127 







 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 CB&I Oil & Gas Europe B.V.
	  	Common Shares	  	4,538.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Lummus Technology Heat Transfer B.V.

 Lummus Technology Inc. 

Delaware 
 Entity Vitals

  

			
	 Entity Name
	  	Lummus Technology Inc.
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	12-19-1930
	 Federal Tax ID
	  	13-0989425
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31
	
	Capital Structure—Non-Derivative 
		
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	100,000.0000
	 # Shares Issued
	  	61,160.0000
	 # Outstanding
	  	61,160.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners 

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Chicago Bridge & Iron Company
	  	Common Shares	  	61,160.000000	  	100.000000	  	—  	  	Direct


  
 Page 107 of
127 







 End of Dec 2012—Subsidiaries and Ownership for Lummus Technology Inc. 

Lutech Resources Australia Pty Ltd 

W. Australia 
 Entity Vitals 

  

			
	Entity Name	  	Lutech Resources Australia Pty Ltd
	Domestic Jurisdiction	  	W. Australia
	Country	  	Australia
	Entity Type	  	Corporation
	Formation Date	  	07-29-2011
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Ordinary
	 Type
	  	Common
	 # Shares Authorized
	  	1.0000
	 # Shares Issued
	  	1.0000
	 # Outstanding
	  	1.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Ordinary	  	1.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Lutech Resources Australia Pty Ltd 

Lutech Resources B.V. 

  
 Page 108 of
127 







 The Hague 
 Entity Vitals  
  

			
	Entity Name	  	Lutech Resources B.V.
	Domestic Jurisdiction	  	The Hague
	Country	  	Netherlands
	Entity Type	  	Limited Liability Company
	Formation Date	  	03-12-2009
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31

 Capital Structure—Non-Derivative 

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	900.0000
	# Shares Issued	  	180.0000
	# Outstanding	  	180.0000

 Capital Structure—Derivative  
 There are no entries in this list 
 Owners 

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 CB&I Oil & Gas Europe B.V.
	  	Common Shares	  	180.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Lutech Resources B.V. 

Lutech Resources Canada Ltd. 
 Alberta

 Entity Vitals  
  

			
	Entity Name	  	Lutech Resources Canada Ltd.
	Domestic Jurisdiction	  	Alberta
	Country	  	Canada


  
 Page 109 of
127 








			
	Entity Type	  	Corporation
	Formation Date	  	07-07-2010
	Federal Tax ID	  	803208859
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  

 Capital Structure—Non-Derivative 

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	Unlimited
	# Shares Issued	  	100.0000
	# Outstanding	  	100.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners 

 

																			
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	 	100.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for Lutech Resources Canada Ltd. 

Lutech Resources Inc. 
 Delaware

 Entity Vitals 
  

			
	Entity Name	  	Lutech Resources Inc.
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Corporation
	Formation Date	  	10-12-2000
	Federal Tax ID	  	75-2903851
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31


  
 Page 110 of
127 







 Capital Structure—Non-Derivative 

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	1,000.0000
	# Shares Issued	  	1,000.0000
	# Outstanding	  	1,000.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Chicago Bridge & Iron Company
	  	Common Shares	  	1,000.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Lutech Resources Inc. 

Lutech Resources India Private Limited 

India 
 Entity Vitals  

 

			
	Entity Name	  	Lutech Resources India Private Limited
	Domestic Jurisdiction	  	India
	Country	  	India
	Entity Type	  	Private Limited Company
	Formation Date	  	11-01-2011
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  

 Capital Structure—Non-Derivative 

 

			
	Security Name	  	Registered Shares
	Type	  	Common
	# Shares Authorized	  	1,200,000.0000
	# Shares Issued	  	406,237.0000
	# Outstanding	  	406,237.0000


  
 Page 111 of
127 







 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 CB&I Oil & Gas Europe B.V.
	  	Registered Shares	  	402,143.000000	  	98.992214	  	—  	  	Direct
	 Chicago Bridge & Iron Company B.V.
	  	Registered Shares	  	4,094.000000	  	1.007786	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Lutech Resources India Private Limited

 Lutech Resources Limited 

London 
 Entity Vitals  

 

			
	Entity Name	  	Lutech Resources Limited
	Domestic Jurisdiction	  	London
	Country	  	England
	Entity Type	  	Other
	Formation Date	  	06-26-1992
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	1,000.0000
	# Shares Issued	  	1,000.0000
	# Outstanding	  	1,000.0000

 Capital Structure—Derivative  
 There are no entries in this list 

  
 Page 112 of
127 







 Owners 
  

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 CB&I Oil & Gas Europe B.V.
	  	Common Shares	  	1,000.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Lutech Resources Limited 

Matrix Engineering, Ltd. (MANAGED BY HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C.) 
 Texas 
 Entity Vitals  

 

			
	Entity Name	  	Matrix Engineering, Ltd. (MANAGED BY HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C.)
	Domestic Jurisdiction	  	Texas
	Country	  	United States
	Entity Type	  	Limited Partnership
	Formation Date	  	10-28-1977
	Federal Tax ID	  	74-1974536
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31
	
	Capital Structure—Non-Derivative
		
	Security Name	  	Percentage Ownership Interest
	Type	  	—
	# Shares Authorized	  	—
	# Shares Issued	  	—
	# Outstanding	  	—

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Howe-Baker Holdings, L.L.C.
	  	Percentage Ownership Interest	  	99.900000	  	99.900000	  	—  	  	Direct
	 Howe-Baker International Management, LLC
	  	Percentage Ownership Interest	  	0.100000	  	0.100000	  	—  	  	Direct


  
 Page 113 of
127 







 End of Dec 2012—Subsidiaries and Ownership for Matrix Engineering, Ltd. (MANAGED BY
HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C.) 
 Matrix Management Services, L.L.C. 

Delaware 
 Entity Vitals 

  

			
	Entity Name	  	Matrix Management Services, L.L.C.
	Domestic Jurisdiction	  	Delaware
	Country	  	United States
	Entity Type	  	Limited Liability Company
	Formation Date	  	07-23-1999
	Federal Tax ID	  	75-2838621
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31

 Capital Structure—Non-Derivative 

 

			
	Security Name	  	Percentage Ownership Interest
	Type	  	—
	# Shares Authorized	  	—
	# Shares Issued	  	—
	# Outstanding	  	—

 Capital Structure—Derivative  
 There are no entries in this list 
 Owners 

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Matrix Engineering, Ltd.
(MANAGED BY HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C.)
	  	Percentage Ownership Interest	  	100.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Matrix Management Services, L.L.C. 

  
 Page 114 of
127 







 Neo Creator Co, Limited 
 Bangkok Metropolis, Thailand 
 Entity Vitals  

 

			
	Entity Name	  	Neo Creator Co, Limited
	Domestic Jurisdiction	  	Bangkok Metropolis, Thailand
	Country	  	Thailand
	Entity Type	  	Other
	Formation Date	  	01-24-2003
	Federal Tax ID	  	3 03078978 5
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	1,499.0000
	# Shares Issued	  	1,499.0000
	# Outstanding	  	1,499.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 Chicago Bridge & Iron Company B.V.
	  	Common Shares	  	499.000000	  	33.288859	  	—  	  	Direct
	 Chueasoey, Pongyuth
	  	Common Shares	  	1.000000	  	0.066711	  	—  	  	Direct
	 Malawan, Anawat
	  	Common Shares	  	1.000000	  	0.066711	  	—  	  	Direct
	 Manasarn, Thansammorn
	  	Common Shares	  	1.000000	  	0.066711	  	—  	  	Direct
	 Poonithet, Adisak
	  	Common Shares	  	1.000000	  	0.066711	  	—  	  	Direct
	 Sensupa, Satit
	  	Common Shares	  	1.000000	  	0.066711	  	—  	  	Direct
	 Traisarnsri, Chairat
	  	Common Shares	  	1.000000	  	0.066711	  	—  	  	Direct
	 Vasinwatanapong, Pattara
	  	Common Shares	  	1.000000	  	0.066711	  	—  	  	Direct
	 VPPW Business Consultant Ltd.
	  	Common Shares	  	494.000000	  	32.955304	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Neo Creator Co, Limited 

  
 Page 115 of
127 







 Netherlands Operating Company B.V. 
 The Hague 
 Entity Vitals  

 

			
	Entity Name	  	Netherlands Operating Company B.V.
	Domestic Jurisdiction	  	The Hague
	Country	  	Netherlands
	Entity Type	  	Other
	Formation Date	  	11-24-1986
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  

 Capital Structure—Non-Derivative 

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	910.0000
	# Shares Issued	  	182.0000
	# Outstanding	  	182.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

											
	Owner Name	  	Security Name	  	Balance	  	Percent
Owned	  	Underlying Security	  	Ownership
Form
	 CB&I Oil & Gas Europe B.V.
	  	Common Shares	  	182.000000	  	100.000000	  	—  	  	Direct

 End of Dec 2012—Subsidiaries and Ownership for Netherlands Operating Company B.V. 

Novolen Technology Holdings C.V. 
 The
Hague 

  
 Page 116 of
127 







 Entity Vitals  
  

			
	Entity Name	  	Novolen Technology Holdings C.V.
	Domestic Jurisdiction	  	The Hague
	Country	  	Netherlands
	Entity Type	  	Other
	Formation Date	  	08-22-2000
	Federal Tax ID	  	—  
	Status	  	Active - Non Dormant
	Fiscal Year End	  	—  

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Units of Ownership
	Type	  	Common
	# Shares Authorized	  	0.0000
	# Shares Issued	  	0.0000
	# Outstanding	  	0.0000

 Capital Structure—Derivative 
 There are no entries in this list  
 Owners 

There are no entries in this list 

End of Dec 2012—Subsidiaries and Ownership for Novolen Technology Holdings C.V. 

Oasis Supply Company Anstalt 
 Vaduz,
Liechtenstein 
 Entity Vitals  
  

			
	Entity Name	  	Oasis Supply Company Anstalt
	Domestic Jurisdiction	  	Vaduz, Liechtenstein
	Country	  	Liechtenstein
	Entity Type	  	Other
	Formation Date	  	12-21-1973
	Federal Tax ID	  	—
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31


  
 Page 117 of
127 







 Capital Structure—Non-Derivative 

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	1.0000
	# Shares Issued	  	1.0000
	# Outstanding	  	1.0000

 Capital Structure—Derivative There are no entries in this list Owners  

 

																			
	Owner Name	  	Security Name	  	Balance	 	  	Percent Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 CBI Eastern Anstalt
	  	Common Shares	  	 	1.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for Oasis Supply Company Anstalt 

Oasis Supply Company, Ltd. 
 Cayman
Islands 
 Entity Vitals  
  

			
	Entity Name	  	Oasis Supply Company, Ltd.
	Domestic Jurisdiction	  	Cayman Islands
	Country	  	British West Indies
	Entity Type	  	Other
	Formation Date	  	03-28-1991
	Federal Tax ID	  	—
	Status	  	Active - Non Dormant
	Fiscal Year End	  	December 31

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Common Shares
	Type	  	Common
	# Shares Authorized	  	50,000.0000
	# Shares Issued	  	2.0000


  
 Page 118 of
127 








			
	 # Outstanding
	  	2.0000

 Capital Structure—Derivative 
 There are no entries in this list 
 Owners 

 

																			
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying Security	 	  	 Ownership
 Form
	 
	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	2.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for Oasis Supply Company, Ltd. 

Oceanic Contractors, Inc. 
 Delaware

 Entity Vitals  
  

			
	 Entity Name
	  	Oceanic Contractors, Inc.
	 Domestic Jurisdiction
	  	Delaware
	 Country
	  	United States
	 Entity Type
	  	Corporation
	 Formation Date
	  	09-14-1964
	 Federal Tax ID
	  	36-2536765
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	100,000.0000
	 # Shares Issued
	  	45,720.0000
	 # Outstanding
	  	45,720.0000

 Capital Structure—Derivative  
 There are no entries in this list 

  
 Page 119 of
127 







 
Owners 
  

																			
	Owner Name	  	Security Name	  	Balance	 	  	 Percent
 Owned
	 	  	Underlying Security	 	  	 Ownership
 Form
	 
	 Chicago Bridge & Iron Company
	  	Common Shares	  	 	45,720.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for Oceanic Contractors, Inc. 

OOO CB&I Lummus 
 Moscow

 Entity Vitals  
  

			
	 Entity Name
	  	OOO CB&I Lummus
	 Domestic Jurisdiction
	  	Moscow
	 Country
	  	Russian Federation
	 Entity Type
	  	Other
	 Formation Date
	  	03-28-2001
	 Federal Tax ID
	  	7701260987
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	1.0000
	 # Shares Issued
	  	1.0000
	 # Outstanding
	  	1.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners 

 

																			
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 CB&I Oil & Gas Europe B.V.
	  	Common Shares	  	 	1.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for OOO CB&I Lummus 

  
 Page 120 of
127 







 Oxford Metal Supply Limited 
 United Kingdom 
 Entity Vitals  

 

			
	 Entity Name
	  	Oxford Metal Supply Limited
	 Domestic Jurisdiction
	  	United Kingdom
	 Country
	  	England
	 Entity Type
	  	Other
	 Formation Date
	  	05-09-1960
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	100.0000
	 # Shares Issued
	  	100.0000
	 # Outstanding
	  	100.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																			
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 CBI Constructors Limited
	  	Common Shares	  	 	99.000000	  	  	 	99.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for Oxford Metal Supply Limited 

P.T. Chicago Bridge & Iron 

Indonesia 

  
 Page 121 of
127 







 Entity Vitals  
  

			
	 Entity Name
	  	P.T. Chicago Bridge & Iron
	 Domestic Jurisdiction
	  	Indonesia
	 Country
	  	Indonesia
	 Entity Type
	  	Other
	 Formation Date
	  	11-14-2000
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  

 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	6,624.0000
	 # Shares Issued
	  	1,656.0000
	 # Outstanding
	  	1,656.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

There are no entries in this list 

End of Dec 2012—Subsidiaries and Ownership for P.T. Chicago Bridge & Iron 

Pacific Rim Material Supply Company, Ltd. 

Cayman Islands 
 Entity Vitals 

  

			
	 Entity Name
	  	Pacific Rim Material Supply Company, Ltd.
	 Domestic Jurisdiction
	  	Cayman Islands
	 Country
	  	British West Indies
	 Entity Type
	  	Other
	 Formation Date
	  	12-18-1997
	 Federal Tax ID
	  	—
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31


  
 Page 122 of
127 







 Capital Structure—Non-Derivative  

 

			
	 Security Name
	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	50,000.0000
	 # Shares Issued
	  	2.0000
	 # Outstanding
	  	2.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																			
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 Chicago Bridge & Iron (Antilles) N. V.
	  	Common Shares	  	 	2.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for Pacific Rim Material Supply Company, Ltd.

 Sarida Offshore Company 

B.W.I. 
 Entity Vitals  

 

			
	 Entity Name
	  	Sarida Offshore Company
	 Domestic Jurisdiction
	  	B.W.I.
	 Country
	  	Cayman Islands
	 Entity Type
	  	General Partnership
	 Formation Date
	  	05-30-1985
	 Federal Tax ID
	  	—
	 Status
	  	Active - Dormant
	 Fiscal Year End
	  	—

 Capital Structure—Non-Derivative 
 There are no entries in this list 

  
 Page 123 of
127 







 
Capital Structure—Derivative 
 There are no entries in this list 

 Owners 
 There are no
entries in this list 
 End of Dec 2012—Subsidiaries and Ownership for Sarida Offshore Company 

Southern Tropic Material Supply Company, Ltd. 
 Cayman Islands 
 Entity Vitals  

 

			
	 Entity Name
	  	Southern Tropic Material Supply Company, Ltd.
	 Domestic Jurisdiction
	  	Cayman Islands
	 Country
	  	British West Indies
	 Entity Type
	  	Other
	 Formation Date
	  	12-18-1997
	 Federal Tax ID
	  	—
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	December 31

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Common Shares
	 Type
	  	Common
	 # Shares Authorized
	  	50,000.0000
	 # Shares Issued
	  	2.0000
	 # Outstanding
	  	2.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners 

 

																			
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership Form	 
	 Chicago Bridge & Iron (Antilles) N. V.
	  	Common Shares	  	 	2.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  


  
 Page 124 of
127 







 End of Dec 2012—Subsidiaries and Ownership for Southern Tropic Material Supply
Company, Ltd. 
 Tank Constructors Limited 
 London 
 Entity Vitals  

 

			
	Entity Name	  	Tank Constructors Limited
	 Domestic Jurisdiction
	  	London
	 Country
	  	United Kingdom
	 Entity Type
	  	Other
	 Formation Date
	  	01-01-1111
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  

 Capital Structure—Non-Derivative 
 There are no entries in this list  
 Capital Structure—Derivative 

There are no entries in this list  

Owners 
 There are no entries in this
list 
 End of Dec 2012—Subsidiaries and Ownership for Tank Constructors Limited 

Woodlands International Insurance Company 

Ireland 
 Entity Vitals 


  
 Page 125 of
127 








			
	Entity Name	  	Woodlands International Insurance Company
	 Domestic Jurisdiction
	  	Ireland
	 Country
	  	Ireland
	 Entity Type
	  	Other
	 Formation Date
	  	12-16-2003
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	 Fiscal Year End
	  	—  

 Capital Structure—Non-Derivative  

 

			
	Security Name	  	Ordinary
	 Type
	  	Common
	 # Shares Authorized
	  	5,000,000.0000
	 # Shares Issued
	  	860,000.0000
	 # Outstanding
	  	860,000.0000

 Capital Structure—Derivative  
 There are no entries in this list  
 Owners  

 

																			
	Owner Name	  	Security Name	  	Balance	 	  	Percent
Owned	 	  	Underlying Security	 	  	Ownership
Form	 
	 Chicago Bridge & Iron Company B.V.
	  	Ordinary	  	 	860,000.000000	  	  	 	100.000000	  	  	 	—  	  	  	 	Direct	  

 End of Dec 2012—Subsidiaries and Ownership for Woodlands International Insurance Company

 World Bridge General Contracting Company 
 Iraq 
 Entity Vitals 

 

			
	Entity Name	  	World Bridge General Contracting Company
	 Domestic Jurisdiction
	  	Iraq
	 Country
	  	Iraq
	 Entity Type
	  	Limited Liability Company
	 Formation Date
	  	06-20-2011
	 Federal Tax ID
	  	—  
	 Status
	  	Active - Non Dormant
	Fiscal Year End	  	December 31


  
 Page 126 of
127 







 Capital Structure—Non-Derivative 
 There are no entries in this list  
 Capital Structure—Derivative 

There are no entries in this list  

Owners 
 There are no entries in this
list 
 End of Dec 2012—Subsidiaries and Ownership for World Bridge General Contracting Company 

End of Report 
 hCue, Powering Good Corporate Governance—brought to you by CT Corporation
© 2012 , a Wolters Kluwer company 

  
 Page 127 of
127 







 FINANCIAL STATEMENTS 

  

SCHEDULE 5.5 
 (to Note Purchase Agreement) 







 SCHEDULE 5.5 
 Financial Statements 
  

	 	•	 	 Audited financial statements and the audit reports related thereto of the Parent Guarantor and its consolidated Subsidiaries for the fiscal years ended
December 31, 2007, December 31, 2008, December 31, 2009, December 31, 2010 and December 31, 2011. 


  

	 	•	 	 Unaudited financial statements of the Parent Guarantor and its consolidated Subsidiaries for the quarterly periods ending March 31,
2012, June 30, 2012, September 30, 2012. 



  
 Schedule 5.5 -
1 







 EXISTING INDEBTEDNESS 

  

SCHEDULE 5.15 
 (to Note Purchase Agreement) 







 SCHEDULE 5.15 
 Existing Indebtedness 
 (i) All outstanding Indebtedness of the Parent Guarantor and its
Subsidiaries as of September 30, 2012 
 As of September 30, 2012 

Section (a) — Borrowed Money 
  

											
	 	  	 Company
	  	Party	 	  	Amount
(in
$000s)	 
		  	Chicago Bridge & Iron Company	  	 	Term Loan	  	  	$	40,000	  
	 Section (b)—Deferred Purchase Price
	  				  	$	—  	  
	 Section (c)—Lien Obligations
	  				  	$	—  	  
	 Section (d)— Notes
	  				  	$	—  	  
	 Section (e)—Capitalized Leases
	  				  	$	719	  
	 Section (f)—Contingent Obligations
	  				  	 
  
	See attached

Schedule
	  
   

	 Section (g)—Letters of Credit
	  				  	 
 	See attached
Schedule	  
  
	 Section (h)—Off-Balance Sheet Liabilities
	  		  				  			
		  	Sale and Leaseback of Plainfield Facility	  				  	$	28,062	  
	 Section (i)—Disqualified Stock
	  				  	$	—  	  

 (ii) All agreements providing for committed financing facilities 

 

	1.	$125,000,000 Letter of Credit and Term Loan Agreement dated as of November 6, 2006, by and among Chicago Bridge & Iron Company N.V., Chicago
Bridge & Iron Company (Delaware), CBI Services, Inc., CB&I Constructors, Inc. and CB&I Tyler Company, as co-obligors, Bank of America, N.A., as administrative agent, the lenders party thereto and the other agents party thereto, as
amended by the First Amendment thereto dated as of November 9, 2007, and the Second Amendment thereto dated as of August 5, 2008. 

  

	2.	Term Loan Agreement dated as of November 9, 2007, by and among Chicago Bridge & Iron Company N.V., as a guarantor, Chicago Bridge & Iron Company
(Delaware), as the borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other agents party thereto. 


  
 Schedule 5.15
- 1 








	3.	Third Amended and Restated Credit Agreement dated as of July 23, 2010, by and among Chicago Bridge & Iron Company N.V., the subsidiary borrowers, the
lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto, as amended by Amendment No. 1 thereto dated as of October 14, 2011. 


 

	4.	The Bridge Facility, the Term Facility, the Revolving Credit Facility, the Existing Revolving Credit Agreement and the Existing Term Facility 


  
 Schedule 5.15
- 2 







 Schedule -Permitted Existing Contingent Obligations 

Consolidated Letters of Credit & Bank Guarantees 
 as of September 30, 2012 
  

									
	 GUARANTEE NUMBER
	  	 ISSUING BANK
	  	 PURPOSE
	  	AMOUNT IN USD
(000’s)	 
	 9701
	  	Abu Dhabi International Bank Inc.	  	Performance	  	 	7,295.2	  
	 9963
	  	Abu Dhabi International Bank Inc.	  	Performance	  	 	1,003.8	  
	 10000
	  	Abu Dhabi International Bank Inc.	  	Performance	  	 	52,680.4	  
	 10111
	  	Abu Dhabi International Bank Inc.	  	Performance	  	 	464.5	  
	 SO6649/8200
	  	Australian And New Zealand Banking Group Limited	  	Performance	  	 	9,319.5	  
	 SO6650/8200
	  	Australian And New Zealand Banking Group Limited	  	Performance	  	 	13,554.4	  
	 SO6651/8200
	  	Australian And New Zealand Banking Group Limited	  	Performance	  	 	13,979.3	  
	 SO6652/8200
	  	Australian And New Zealand Banking Group Limited	  	Performance	  	 	9,036.3	  
	 SO6821/8200
	  	Australian And New Zealand Banking Group Limited	  	Performance	  	 	765.8	  
	 SO6822/8200
	  	Australian And New Zealand Banking Group Limited	  	Performance	  	 	1,148.8	  
	 SO6823/8200
	  	Australian And New Zealand Banking Group Limited	  	Performance	  	 	497.8	  
	 SO6824/8200
	  	Australian And New Zealand Banking Group Limited	  	Performance	  	 	746.6	  
	 SO8525/8200
	  	Australian And New Zealand Banking Group Limited	  	Performance	  	 	365.7	  
	 SBLC2705795NY
	  	Banco Bilbao Vizcaya Argentaria S.A.	  	Performance	  	 	7,180.1	  
	 SBLC2705801NY
	  	Banco Bilbao Vizcaya Argentaria S.A.	  	Performance	  	 	17,225.0	  
	 3083786
	  	Bank of America N.A.	  	Performance	  	 	42,244.3	  
	 3083788
	  	Bank of America N.A.	  	Performance	  	 	18,644.2	  
	 3086807
	  	Bank of America N.A.	  	Performance	  	 	1,768.5	  
	 3086808
	  	Bank of America N.A.	  	Performance	  	 	3,568.4	  
	 3098867
	  	Bank of America N.A.	  	Performance	  	 	2,487.5	  
	 3126057
	  	Bank of America N.A.	  	Performance	  	 	39.0	  
	 3126058
	  	Bank of America N.A.	  	Performance	  	 	290.0	  
	 BMTO299428OS
	  	Bank of Montreal TFO	  	Performance	  	 	50,830.0	  
	 IGB1201413
	  	BNP Paribas S.A.	  	Performance	  	 	671.3	  
	 IGB1201584
	  	BNP Paribas S.A.	  	Performance	  	 	2,625.0	  
	 IGB1201586
	  	BNP Paribas S.A.	  	Performance	  	 	1,165.0	  
	 IGB1202259
	  	BNP Paribas S.A.	  	Performance	  	 	10.0	  
	 IGB1202471
	  	BNP Paribas S.A.	  	Performance	  	 	291.0	  
	 IGB1202472
	  	BNP Paribas S.A.	  	Performance	  	 	532.3	  
	 IGB1202474
	  	BNP Paribas S.A.	  	Performance	  	 	519.2	  
	 IGB1203158
	  	BNP Paribas S.A.	  	Performance	  	 	1,974.1	  
	 4104598
	  	BNP Paribas USA	  	Performance	  	 	175.4	  
	 4105543
	  	BNP Paribas USA	  	Performance	  	 	4,868.1	  
	 4105546
	  	BNP Paribas USA	  	Performance	  	 	20,431.4	  
	 4112089
	  	BNP Paribas USA	  	Performance	  	 	606.0	  
	 4115660
	  	BNP Paribas USA	  	Performance	  	 	380.0	  
	 4116048
	  	BNP Paribas USA	  	Performance	  	 	665.0	  
	 91902181
	  	BNP Paribas USA	  	Performance	  	 	878.3	  
	 91903105
	  	BNP Paribas USA	  	Performance	  	 	385.1	  
	 91909337
	  	BNP Paribas USA	  	Performance	  	 	252.5	  
	 91910522
	  	BNP Paribas USA	  	Performance	  	 	74,026.8	  
	 91912121
	  	BNP Paribas USA	  	Performance	  	 	563.3	  
	 91913099
	  	BNP Paribas USA	  	Performance	  	 	45.0	  
	 91916631
	  	BNP Paribas USA	  	Performance	  	 	438.5	  
	 5870007964
	  	Citibank N.A.	  	Performance	  	 	6.8	  








									
	 5870007966
	  	Citibank N.A.	  	Performance	  	 	13.6	  
	 5870007967
	  	Citibank N.A.	  	Performance	  	 	13.6	  
	 5870007969
	  	Citibank N.A.	  	Performance	  	 	5.4	  
	 5870007970
	  	Citibank N.A.	  	Performance	  	 	8.2	  
	 5870007971
	  	Citibank N.A.	  	Performance	  	 	13.6	  
	 FRWAV70093380201
	  	Commerzbank AG	  	Performance	  	 	7,720.3	  
	 FRWAV70093400201
	  	Commerzbank AG	  	Performance	  	 	3,971.3	  
	 FRWAV70205850201
	  	Commerzbank AG	  	Performance	  	 	3,540.0	  
	 FRWAV70242660201
	  	Commerzbank AG	  	Performance	  	 	75.3	  
	 FRWAV70242670201
	  	Commerzbank AG	  	Performance	  	 	606.0	  
	 S31445T
	  	Compass Bank N.A.	  	Performance	  	 	6,868.2	  
	 19637008
	  	Credit Agricole CIB	  	Performance	  	 	120,000.0	  
	 110437039
	  	Credit Agricole CIB	  	Performance	  	 	119.3	  
	 119637024
	  	Credit Agricole CIB	  	Performance	  	 	30,406.8	  
	 715837053
	  	Credit Agricole CIB	  	Performance	  	 	98.4	  
	 715837055
	  	Credit Agricole CIB	  	Performance	  	 	376.9	  
	 715837056
	  	Credit Agricole CIB	  	Performance	  	 	524.7	  
	 504BGA0800716
	  	Deutsche Bank AG	  	Performance	  	 	92.1	  
	 504BGA0800732
	  	Deutsche Bank AG	  	Performance	  	 	3,875.8	  
	 504BGA0800734
	  	Deutsche Bank AG	  	Performance	  	 	1,937.9	  
	 504BGA0801187
	  	Deutsche Bank AG	  	Performance	  	 	7,288.4	  
	 504BGA1002725
	  	Deutsche Bank AG	  	Performance	  	 	25.4	  
	 504BGA1103201
	  	Deutsche Bank AG	  	Performance	  	 	959.7	  
	 504BGA1103290
	  	Deutsche Bank AG	  	Performance	  	 	48.6	  
	 504BGA1103541
	  	Deutsche Bank AG	  	Performance	  	 	242.6	  
	 504BGA1103683
	  	Deutsche Bank AG	  	Performance	  	 	457.8	  
	 504BGA1103905
	  	Deutsche Bank AG	  	Performance	  	 	462.9	  
	 504BGA1204563
	  	Deutsche Bank AG	  	Performance	  	 	6,336.8	  
	 ENBDOG10006186
	  	Emirates NBD Bank (PJSC)	  	Performance	  	 	2,725.4	  
	 ENBDOG10006190
	  	Emirates NBD Bank (PJSC)	  	Performance	  	 	2,725.4	  
	 FNGPTH110073
	  	HSBC Bank Australia Limited	  	Performance	  	 	210.1	  
	 FNGPTH116948
	  	HSBC Bank Australia Limited	  	Performance	  	 	158.3	  
	 FNGPTH116952
	  	HSBC Bank Australia Limited	  	Performance	  	 	44.1	  
	 FNGPTH116964
	  	HSBC Bank Australia Limited	  	Performance	  	 	393.8	  
	 FNGPTH116965
	  	HSBC Bank Australia Limited	  	Performance	  	 	393.8	  
	 FNGPTH116967
	  	HSBC Bank Australia Limited	  	Performance	  	 	36.6	  
	 FNGPTH116969
	  	HSBC Bank Australia Limited	  	Performance	  	 	448.9	  
	 FNGPTH116970
	  	HSBC Bank Australia Limited	  	Performance	  	 	754.6	  
	 FNGPTH116972
	  	HSBC Bank Australia Limited	  	Performance	  	 	472.5	  
	 FNGPTH116973
	  	HSBC Bank Australia Limited	  	Performance	  	 	580.5	  
	 FNGPTH116974
	  	HSBC Bank Australia Limited	  	Performance	  	 	754.6	  
	 FNGPTH121680
	  	HSBC Bank Australia Limited	  	Performance	  	 	1,629.4	  
	 PEBPTH110077
	  	HSBC Bank Australia Limited	  	Performance	  	 	142.1	  
	 PEBPTH116959
	  	HSBC Bank Australia Limited	  	Performance	  	 	46.5	  
	 PEBPTH116962
	  	HSBC Bank Australia Limited	  	Performance	  	 	27.1	  
	 PEBPTH116968
	  	HSBC Bank Australia Limited	  	Performance	  	 	2,506.3	  
	 PEBPTH116975
	  	HSBC Bank Australia Limited	  	Performance	  	 	67,457.0	  
	 PEBPTH121776
	  	HSBC Bank Australia Limited	  	Performance	  	 	172.5	  
	 PEBPTH121878
	  	HSBC Bank Australia Limited	  	Performance	  	 	190.5	  
	 PEBPTH122391
	  	HSBC Bank Australia Limited	  	Performance	  	 	167.1	  








									
	 PEBPTH122392
	  	HSBC Bank Australia Limited	  	Performance	  	 	167.1	  
	 PEBPTH122642
	  	HSBC Bank Australia Limited	  	Performance	  	 	21.3	  
	 PEBPTH122644
	  	HSBC Bank Australia Limited	  	Performance	  	 	21.3	  
	 PEBPTH122645
	  	HSBC Bank Australia Limited	  	Performance	  	 	347.9	  
	 PEBPTH122646
	  	HSBC Bank Australia Limited	  	Performance	  	 	347.9	  
	 REBPTH121346
	  	HSBC Bank Australia Limited	  	Performance	  	 	138.4	  
	 REBPTH121893
	  	HSBC Bank Australia Limited	  	Performance	  	 	5,189.0	  
	 APGDUB016757
	  	HSBC Bank Middle East Limited	  	Performance	  	 	1,206.0	  
	 APGDUB768867
	  	HSBC Bank Middle East Limited	  	Performance	  	 	165.0	  
	 APGDUB768896
	  	HSBC Bank Middle East Limited	  	Performance	  	 	1,374.0	  
	 APGDUB782965
	  	HSBC Bank Middle East Limited	  	Performance	  	 	824.8	  
	 FNGDUB768883
	  	HSBC Bank Middle East Limited	  	Performance	  	 	141.4	  
	 FNGDUB768892
	  	HSBC Bank Middle East Limited	  	Performance	  	 	2,200.0	  
	 FNGDUB768895-A
	  	HSBC Bank Middle East Limited	  	Performance	  	 	100.0	  
	 PEBDEI783690
	  	HSBC Bank Middle East Limited	  	Performance	  	 	125.0	  
	 PEBDUB768865
	  	HSBC Bank Middle East Limited	  	Performance	  	 	911.5	  
	 PEBDUB768869
	  	HSBC Bank Middle East Limited	  	Performance	  	 	212.5	  
	 PEBDUB768870
	  	HSBC Bank Middle East Limited	  	Performance	  	 	39.3	  
	 PEBDUB768874
	  	HSBC Bank Middle East Limited	  	Performance	  	 	2,469.2	  
	 PEBDUB768876
	  	HSBC Bank Middle East Limited	  	Performance	  	 	1,670.3	  
	 PEBDUB768877
	  	HSBC Bank Middle East Limited	  	Performance	  	 	1,967.8	  
	 PEBDUB768878
	  	HSBC Bank Middle East Limited	  	Performance	  	 	88.1	  
	 PEBDUB768880
	  	HSBC Bank Middle East Limited	  	Performance	  	 	82.5	  
	 PEBDUB768881
	  	HSBC Bank Middle East Limited	  	Performance	  	 	1,700.0	  
	 PEBDUB768882
	  	HSBC Bank Middle East Limited	  	Performance	  	 	459.7	  
	 PEBDUB768884
	  	HSBC Bank Middle East Limited	  	Performance	  	 	15.0	  
	 PEBDUB768897
	  	HSBC Bank Middle East Limited	  	Performance	  	 	1,374.0	  
	 PEBDUB782971
	  	HSBC Bank Middle East Limited	  	Performance	  	 	824.8	  
	 PEBDUB910091
	  	HSBC Bank Middle East Limited	  	Performance	  	 	2,680.0	  
	 TEBDUB015707
	  	HSBC Bank Middle East Limited	  	Performance	  	 	12.8	  
	 DTNLEM501110
	  	ING Bank N.V.	  	Performance	  	 	1,945.4	  
	 DTNLEM501111
	  	ING Bank N.V.	  	Performance	  	 	1,620.0	  
	 DTNLES505938
	  	ING Bank N.V.	  	Performance	  	 	1,800.0	  
	 DTNLES506187
	  	ING Bank N.V.	  	Performance	  	 	900.0	  
	 DTNLFS600708
	  	ING Bank N.V.	  	Performance	  	 	234.0	  
	 DTNLFS600718
	  	ING Bank N.V.	  	Performance	  	 	716.0	  
	 DTNLFS600719
	  	ING Bank N.V.	  	Performance	  	 	716.0	  
	 DTNLFS600720
	  	ING Bank N.V.	  	Performance	  	 	284.0	  
	 DTNLFS600721
	  	ING Bank N.V.	  	Performance	  	 	284.0	  
	 K624109
	  	ING Bank N.V.	  	Performance	  	 	1,795.0	  
	 K624114
	  	ING Bank N.V.	  	Performance	  	 	1,673.0	  
	 K624895
	  	ING Bank N.V.	  	Performance	  	 	308.6	  
	 K625339
	  	ING Bank N.V.	  	Performance	  	 	1,425.9	  
	 K628888
	  	ING Bank N.V.	  	Performance	  	 	14,300.0	  
	 K628889
	  	ING Bank N.V.	  	Performance	  	 	3,900.0	  
	 K630057
	  	ING Bank N.V.	  	Performance	  	 	794.2	  
	 K644872
	  	ING Bank N.V.	  	Performance	  	 	319.9	  
	 K645064
	  	ING Bank N.V.	  	Performance	  	 	202.1	  
	 123236-793
	  	Intesa Sanpaolo-New York	  	Performance	  	 	369.7	  
	 CPCS-338560
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	9,804.2	  








									
	 CPCS-405086
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	1,830.1	  
	 CPCS-405088
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	1,095.0	  
	 CPCS-405089
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	644.0	  
	 CPCS-406023
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	320.3	  
	 CPCS-406366
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	61.0	  
	 CPCS-422601
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	1,570.4	  
	 CPCS-422602
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	1,017.7	  
	 CPCS-422603
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	119.1	  
	 CPCS-422604
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	9,425.3	  
	 CPCS-422605
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	1,609.9	  
	 CPCS-422609
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	907.2	  
	 CPCS-423110
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	1,311.3	  
	 CPCS-482039(A)
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	14,049.0	  
	 CPCS-482803
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	255.0	  
	 CPCS-482876
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	104.0	  
	 CPCS-483056
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	430.9	  
	 CPCS-483201
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	155.0	  
	 CPCS-483590
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	534.9	  
	 CPCS-483591
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	2,167.9	  
	 CPCS-522874
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	7,297.5	  
	 CPCS-523046
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	30.0	  
	 CPCS-523543
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	119.0	  
	 CPCS-524598
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	91.0	  
	 CPCS-537709
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	383.6	  
	 CPCS-537710
	  	JPMorgan Chase Bank N.A.	  	Performance	  	 	757.5	  
	 032LGAP123150811
	  	Mashreq Bank P.S.C.	  	Performance	  	 	10,950.0	  
	 032LGAP123151273
	  	Mashreq Bank P.S.C.	  	Performance	  	 	1,866.6	  
	 032LGBB123151522
	  	Mashreq Bank P.S.C.	  	Performance	  	 	136.2	  
	 032LGBB123151695
	  	Mashreq Bank P.S.C.	  	Performance	  	 	25.0	  
	 032LGLB123154287
	  	Mashreq Bank P.S.C.	  	Performance	  	 	4.9	  
	 032LGLB123154353
	  	Mashreq Bank P.S.C.	  	Performance	  	 	5.7	  
	 032LGLB123154357
	  	Mashreq Bank P.S.C.	  	Performance	  	 	13.9	  
	 032LGLB123154371
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123154372
	  	Mashreq Bank P.S.C.	  	Performance	  	 	27.2	  
	 032LGLB123154444
	  	Mashreq Bank P.S.C.	  	Performance	  	 	3.3	  
	 032LGLB123154483
	  	Mashreq Bank P.S.C.	  	Performance	  	 	4.9	  
	 032LGLB123154519
	  	Mashreq Bank P.S.C.	  	Performance	  	 	81.7	  
	 032LGLB123154573
	  	Mashreq Bank P.S.C.	  	Performance	  	 	3.3	  
	 032LGLB123154587
	  	Mashreq Bank P.S.C.	  	Performance	  	 	36.8	  
	 032LGLB123154776
	  	Mashreq Bank P.S.C.	  	Performance	  	 	6.5	  
	 032LGLB123154791
	  	Mashreq Bank P.S.C.	  	Performance	  	 	4.1	  
	 032LGLB123154934
	  	Mashreq Bank P.S.C.	  	Performance	  	 	81.7	  
	 032LGLB123154940
	  	Mashreq Bank P.S.C.	  	Performance	  	 	5.7	  
	 032LGLB123154984
	  	Mashreq Bank P.S.C.	  	Performance	  	 	81.7	  
	 032LGLB123155012
	  	Mashreq Bank P.S.C.	  	Performance	  	 	13.6	  
	 032LGLB123155015
	  	Mashreq Bank P.S.C.	  	Performance	  	 	7.4	  
	 032LGLB123155069
	  	Mashreq Bank P.S.C.	  	Performance	  	 	3.3	  
	 032LGLB123155080
	  	Mashreq Bank P.S.C.	  	Performance	  	 	8.2	  
	 032LGLB123155091
	  	Mashreq Bank P.S.C.	  	Performance	  	 	81.7	  
	 032LGLB123155164
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  








									
	 032LGLB123155165
	  	Mashreq Bank P.S.C.	  	Performance	  	 	5.7	  
	 032LGLB123155195
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123155251
	  	Mashreq Bank P.S.C.	  	Performance	  	 	7.4	  
	 032LGLB123155260
	  	Mashreq Bank P.S.C.	  	Performance	  	 	22.1	  
	 032LGLB123155266
	  	Mashreq Bank P.S.C.	  	Performance	  	 	1.6	  
	 032LGLB123155327
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123155376
	  	Mashreq Bank P.S.C.	  	Performance	  	 	40.8	  
	 032LGLB123155488
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123155518
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123155532
	  	Mashreq Bank P.S.C.	  	Performance	  	 	40.8	  
	 032LGLB123155559
	  	Mashreq Bank P.S.C.	  	Performance	  	 	40.8	  
	 032LGLB123155615
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123155633
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123155646
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123155661
	  	Mashreq Bank P.S.C.	  	Performance	  	 	40.8	  
	 032LGLB123155678
	  	Mashreq Bank P.S.C.	  	Performance	  	 	9.0	  
	 032LGLB123155806
	  	Mashreq Bank P.S.C.	  	Performance	  	 	61.3	  
	 032LGLB123155835
	  	Mashreq Bank P.S.C.	  	Performance	  	 	40.8	  
	 032LGLB123155932
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123155945
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123155971
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123155984
	  	Mashreq Bank P.S.C.	  	Performance	  	 	43.3	  
	 032LGLB123155986
	  	Mashreq Bank P.S.C.	  	Performance	  	 	40.8	  
	 032LGLB123156096
	  	Mashreq Bank P.S.C.	  	Performance	  	 	24.5	  
	 032LGLB123156114
	  	Mashreq Bank P.S.C.	  	Performance	  	 	1.6	  
	 032LGLB123156118
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123156377
	  	Mashreq Bank P.S.C.	  	Performance	  	 	2.5	  
	 032LGLB123156690
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123156713
	  	Mashreq Bank P.S.C.	  	Performance	  	 	2.5	  
	 032LGLB123156808
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123156838
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123156912
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123156961
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123156979
	  	Mashreq Bank P.S.C.	  	Performance	  	 	1.6	  
	 032LGLB123157056
	  	Mashreq Bank P.S.C.	  	Performance	  	 	17.2	  
	 032LGLB123157121
	  	Mashreq Bank P.S.C.	  	Performance	  	 	4.9	  
	 032LGLB123157177
	  	Mashreq Bank P.S.C.	  	Performance	  	 	11.4	  
	 032LGLB123157220
	  	Mashreq Bank P.S.C.	  	Performance	  	 	2.5	  
	 032LGLB123157252
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123157293
	  	Mashreq Bank P.S.C.	  	Performance	  	 	23.7	  
	 032LGLB123157301
	  	Mashreq Bank P.S.C.	  	Performance	  	 	2.5	  
	 032LGLB123157313
	  	Mashreq Bank P.S.C.	  	Performance	  	 	6.5	  
	 032LGLB123157325
	  	Mashreq Bank P.S.C.	  	Performance	  	 	4.1	  
	 032LGLB123157345
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123157402
	  	Mashreq Bank P.S.C.	  	Performance	  	 	4.1	  
	 032LGLB123157446
	  	Mashreq Bank P.S.C.	  	Performance	  	 	7.4	  
	 032LGLB123157447
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123157456
	  	Mashreq Bank P.S.C.	  	Performance	  	 	1.6	  
	 032LGLB123157465
	  	Mashreq Bank P.S.C.	  	Performance	  	 	13.9	  
	 032LGLB123157510
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  








									
	 032LGLB123157603
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123157624
	  	Mashreq Bank P.S.C.	  	Performance	  	 	2.5	  
	 032LGLB123157686
	  	Mashreq Bank P.S.C.	  	Performance	  	 	1.6	  
	 032LGLB123157722
	  	Mashreq Bank P.S.C.	  	Performance	  	 	4.9	  
	 032LGLB123157736
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123157737
	  	Mashreq Bank P.S.C.	  	Performance	  	 	7.4	  
	 032LGLB123157742
	  	Mashreq Bank P.S.C.	  	Performance	  	 	1.6	  
	 032LGLB123157777
	  	Mashreq Bank P.S.C.	  	Performance	  	 	12.3	  
	 032LGLB123157785
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123157789
	  	Mashreq Bank P.S.C.	  	Performance	  	 	2.5	  
	 032LGLB123157845
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123157847
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123157902
	  	Mashreq Bank P.S.C.	  	Performance	  	 	4.9	  
	 032LGLB123157968
	  	Mashreq Bank P.S.C.	  	Performance	  	 	8.2	  
	 032LGLB123158002
	  	Mashreq Bank P.S.C.	  	Performance	  	 	13.6	  
	 032LGLB123158014
	  	Mashreq Bank P.S.C.	  	Performance	  	 	20.4	  
	 032LGLB123158151
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123158196
	  	Mashreq Bank P.S.C.	  	Performance	  	 	1.6	  
	 032LGLB123158199
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123158210
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123158217
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123158243
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGLB123158277
	  	Mashreq Bank P.S.C.	  	Performance	  	 	6.5	  
	 032LGLB123158379
	  	Mashreq Bank P.S.C.	  	Performance	  	 	1.6	  
	 032LGLB123158380
	  	Mashreq Bank P.S.C.	  	Performance	  	 	25.3	  
	 032LGLB123158394
	  	Mashreq Bank P.S.C.	  	Performance	  	 	0.8	  
	 032LGPB123154569
	  	Mashreq Bank P.S.C.	  	Performance	  	 	2,315.3	  
	 032LGPB123155405
	  	Mashreq Bank P.S.C.	  	Performance	  	 	8,151.4	  
	 032LGPB123155504
	  	Mashreq Bank P.S.C.	  	Performance	  	 	3,436.8	  
	 032LGPB123155551
	  	Mashreq Bank P.S.C.	  	Performance	  	 	4,100.0	  
	 032LGPB123155632
	  	Mashreq Bank P.S.C.	  	Performance	  	 	6,230.9	  
	 032LGTL123150205
	  	Mashreq Bank P.S.C.	  	Performance	  	 	13.6	  
	 032LGTL123150221
	  	Mashreq Bank P.S.C.	  	Performance	  	 	13.6	  
	 032LGTL123150238
	  	Mashreq Bank P.S.C.	  	Performance	  	 	13.6	  
	 10847 AA 00022
	  	N.V. Nationale Borg-Maatschappij	  	Performance	  	 	64.3	  
	 S730710
	  	National Bank Of Kuwait S.A.K.	  	Performance	  	 	1,081.0	  
	 S730711
	  	National Bank Of Kuwait S.A.K.	  	Performance	  	 	1,081.0	  
	 S730850
	  	National Bank Of Kuwait S.A.K.	  	Performance	  	 	89.0	  
	 G976
	  	Qatar National Bank SAQ	  	Performance	  	 	350.6	  
	 G977
	  	Qatar National Bank SAQ	  	Performance	  	 	3,575.0	  
	 HOU/S/06623
	  	Riyad Bank, Houston Agency	  	Performance	  	 	170.0	  
	 HOU/S/06679
	  	Riyad Bank, Houston Agency	  	Performance	  	 	860.0	  
	 HOU/S/06757
	  	Riyad Bank, Houston Agency	  	Performance	  	 	2,469.3	  
	 HOU/S/06759
	  	Riyad Bank, Houston Agency	  	Performance	  	 	3,530.7	  
	 HOU/S/07015
	  	Riyad Bank, Houston Agency	  	Performance	  	 	212.0	  
	 HOU/S/07042
	  	Riyad Bank, Houston Agency	  	Performance	  	 	956.1	  
	 3000364474
	  	SAMBA Financial Group	  	Performance	  	 	14.5	  
	 3000392389
	  	SAMBA Financial Group	  	Performance	  	 	27.7	  
	 3000392391
	  	SAMBA Financial Group	  	Performance	  	 	1,409.4	  
	 3000392409
	  	SAMBA Financial Group	  	Performance	  	 	770.2	  








									
	 3000392410
	  	SAMBA Financial Group	  	Performance	  	 	1,542.7	  
	 3000392411
	  	SAMBA Financial Group	  	Performance	  	 	1,542.7	  
	 3000392592
	  	SAMBA Financial Group	  	Performance	  	 	1,409.4	  
	 3000393358
	  	SAMBA Financial Group	  	Performance	  	 	1,746.9	  
	 3000393366
	  	SAMBA Financial Group	  	Performance	  	 	873.4	  
	 3000394009
	  	SAMBA Financial Group	  	Performance	  	 	2,398.5	  
	 3000394032
	  	SAMBA Financial Group	  	Performance	  	 	2,665.0	  
	 3000394383
	  	SAMBA Financial Group	  	Performance	  	 	166.4	  
	 3000394387
	  	SAMBA Financial Group	  	Performance	  	 	230.4	  
	 3000394388
	  	SAMBA Financial Group	  	Performance	  	 	568.1	  
	 3000394408
	  	SAMBA Financial Group	  	Performance	  	 	2,931.5	  
	 3000395049
	  	SAMBA Financial Group	  	Performance	  	 	381.6	  
	 3000395070
	  	SAMBA Financial Group	  	Performance	  	 	316.0	  
	 3000395308
	  	SAMBA Financial Group	  	Performance	  	 	322.0	  
	 3000395311
	  	SAMBA Financial Group	  	Performance	  	 	763.2	  
	 3000395413
	  	SAMBA Financial Group	  	Performance	  	 	1,000.0	  
	 3000395444
	  	SAMBA Financial Group	  	Performance	  	 	500.0	  
	 3000395718
	  	SAMBA Financial Group	  	Performance	  	 	385.1	  
	 3000395902
	  	SAMBA Financial Group	  	Performance	  	 	1,430.0	  
	 3000395903
	  	SAMBA Financial Group	  	Performance	  	 	368.5	  
	 3000395904
	  	SAMBA Financial Group	  	Performance	  	 	168.2	  
	 3000395905
	  	SAMBA Financial Group	  	Performance	  	 	15.0	  
	 3000395910
	  	SAMBA Financial Group	  	Performance	  	 	123.3	  
	 3000395928
	  	SAMBA Financial Group	  	Performance	  	 	168.2	  
	 3000395929
	  	SAMBA Financial Group	  	Performance	  	 	123.3	  
	 3000395931
	  	SAMBA Financial Group	  	Performance	  	 	1,430.0	  
	 3000395932
	  	SAMBA Financial Group	  	Performance	  	 	368.5	  
	 3000395933
	  	SAMBA Financial Group	  	Performance	  	 	15.0	  
	 3000395950
	  	SAMBA Financial Group	  	Performance	  	 	420.0	  
	 3000396387
	  	SAMBA Financial Group	  	Performance	  	 	2,408.8	  
	 3000396510
	  	SAMBA Financial Group	  	Performance	  	 	632.1	  
	 3000396511
	  	SAMBA Financial Group	  	Performance	  	 	632.1	  
	 3000396576
	  	SAMBA Financial Group	  	Performance	  	 	746.5	  
	 3000396577
	  	SAMBA Financial Group	  	Performance	  	 	1,119.8	  
	 3000396638
	  	SAMBA Financial Group	  	Performance	  	 	746.5	  
	 3000396659
	  	SAMBA Financial Group	  	Performance	  	 	435.1	  
	 3000396674
	  	SAMBA Financial Group	  	Performance	  	 	1,119.8	  
	 3000396687
	  	SAMBA Financial Group	  	Performance	  	 	435.1	  
	 3000397021
	  	SAMBA Financial Group	  	Performance	  	 	738.4	  
	 3000397121
	  	SAMBA Financial Group	  	Performance	  	 	417.0	  
	 3000392412(A)
	  	SAMBA Financial Group	  	Performance	  	 	770.2	  
	 3000394875-A
	  	SAMBA Financial Group	  	Performance	  	 	3,198.0	  
	 55575635678
	  	Skandinaviska Enskilda Banken	  	Performance	  	 	242.5	  
	 55575635686
	  	Skandinaviska Enskilda Banken	  	Performance	  	 	275.0	  
	 55575638820
	  	Skandinaviska Enskilda Banken	  	Performance	  	 	1,342.0	  
	 55575640086
	  	Skandinaviska Enskilda Banken	  	Performance	  	 	1,003.8	  
	 123010042706
	  	Standard Chartered Bank	  	Performance	  	 	4,200.0	  
	 123020068580
	  	Standard Chartered Bank	  	Performance	  	 	27.2	  
	 123020068624
	  	Standard Chartered Bank	  	Performance	  	 	3,425.0	  
	 123020068651
	  	Standard Chartered Bank	  	Performance	  	 	4,330.0	  








									
	 123020068713
	  	Standard Chartered Bank	  	Performance	  	 	3,076.5	  
	 123020068731
	  	Standard Chartered Bank	  	Performance	  	 	7,183.4	  
	 123020222379
	  	Standard Chartered Bank	  	Performance	  	 	500.0	  
	 777020021987-L
	  	Standard Chartered Bank	  	Performance	  	 	3.3	  
	 777020021996-L
	  	Standard Chartered Bank	  	Performance	  	 	98.5	  
	 777020022076-L
	  	Standard Chartered Bank	  	Performance	  	 	465.3	  
	 777020022085-L
	  	Standard Chartered Bank	  	Performance	  	 	1,281.2	  
	 777020022101-L
	  	Standard Chartered Bank	  	Performance	  	 	776.0	  
	 777020022138-L
	  	Standard Chartered Bank	  	Performance	  	 	401.3	  
	 777020022539-L
	  	Standard Chartered Bank	  	Performance	  	 	388.0	  
	 777020022557-L
	  	Standard Chartered Bank	  	Performance	  	 	266.0	  
	 777020028221-L
	  	Standard Chartered Bank	  	Performance	  	 	1,854.2	  
	 777020029408-L
	  	Standard Chartered Bank	  	Performance	  	 	560.0	  
	 777020030245-L
	  	Standard Chartered Bank	  	Performance	  	 	1,104.3	  
	 777020030637-L
	  	Standard Chartered Bank	  	Performance	  	 	385.0	  
	 777020031903-L
	  	Standard Chartered Bank	  	Performance	  	 	624.0	  
	 777020032145-L
	  	Standard Chartered Bank	  	Performance	  	 	148.4	  
	 777020032172-L
	  	Standard Chartered Bank	  	Performance	  	 	45.0	  
	 777020032350-L
	  	Standard Chartered Bank	  	Performance	  	 	1,054.0	  
	 777020033288-L
	  	Standard Chartered Bank	  	Performance	  	 	200.0	  
	 777020033803-L
	  	Standard Chartered Bank	  	Performance	  	 	952.2	  
	 777020033821-L
	  	Standard Chartered Bank	  	Performance	  	 	952.2	  
	 777020034303-L
	  	Standard Chartered Bank	  	Performance	  	 	858.4	  
	 777020035703-L
	  	Standard Chartered Bank	  	Performance	  	 	500.0	  
	 777020036212-L
	  	Standard Chartered Bank	  	Performance	  	 	1,413.5	  
	 777020036221-L
	  	Standard Chartered Bank	  	Performance	  	 	2,050.0	  
	 777020036515-L
	  	Standard Chartered Bank	  	Performance	  	 	1,800.0	  
	 777020036524-L
	  	Standard Chartered Bank	  	Performance	  	 	1,089.0	  
	 779-02-0053968-I
	  	Standard Chartered Bank	  	Performance	  	 	808.4	  
	 MEAE1AE07G501131
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	0.8	  
	 MEAE2AE07G401854
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	20.4	  
	 MEAE2AE07G501847
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	13.6	  
	 MEAE2AE07G501849
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	13.6	  
	 MEAE2AE07G501851
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	0.8	  
	 MEAE2AE7G501853
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	6.5	  
	 NLNL1NL09G823902
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	3,395.0	  
	 NLNL1NL09G824086
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	1,166.8	  
	 NLNL1NL09G824798
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	578.7	  
	 NLNL1NL09G830181
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	864.1	  
	 NLNL1NL09G830386
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	311.2	  
	 NLNL1NL09G830687
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	281.6	  
	 NLNL1NL11G835403
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	2,058.9	  
	 T403114
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	19,850.1	  
	 T407672
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	0.0	  
	 T408232
	  	The Royal Bank of Scotland N.V.	  	Performance	  	 	2,645.0	  
	 LCA2467NY
	  	The Royal Bank of Scotland plc	  	Performance	  	 	4,784.1	  
	 SLCPPDX05105
	  	U.S. Bank N.A.	  	Performance	  	 	70,000.0	  
	 NTS664720
	  	Wells Fargo Bank N.A.	  	Performance	  	 	3,194.9	  
	 21197
	  	Australian And New Zealand Banking Group Limited	  	Financial	  	 	15.8	  
	 29070196-A
	  	Australian And New Zealand Banking Group Limited	  	Financial	  	 	2.2	  








									
	 FHGAV08077000200
	  	Commerzbank AG	  	Financial	  	 	159.8	  
	 5637027
	  	Credit Agricole CIB	  	Financial	  	 	2,943.3	  
	 8837025
	  	Credit Agricole CIB	  	Financial	  	 	181.6	  
	 731337018
	  	Credit Agricole CIB	  	Financial	  	 	2,174.1	  
	 FNGPTH116949
	  	HSBC Bank Australia Limited	  	Financial	  	 	622.7	  
	 FNGPTH116956
	  	HSBC Bank Australia Limited	  	Financial	  	 	359.7	  
	 FNGPTH120304
	  	HSBC Bank Australia Limited	  	Financial	  	 	1,291.0	  
	 FNGPTH120736
	  	HSBC Bank Australia Limited	  	Financial	  	 	101.6	  
	 FNGPTH122092
	  	HSBC Bank Australia Limited	  	Financial	  	 	413.5	  
	 FNGDUB014908
	  	HSBC Bank Middle East Limited	  	Financial	  	 	108.2	  
	 CPCS-246955
	  	JPMorgan Chase Bank N.A.	  	Financial	  	 	7,200.0	  
	 CPCS-286175
	  	JPMorgan Chase Bank N.A.	  	Financial	  	 	915.0	  
	 CPCS-482085
	  	JPMorgan Chase Bank N.A.	  	Financial	  	 	10.2	  
	 CPCS-482852
	  	JPMorgan Chase Bank N.A.	  	Financial	  	 	10.2	  
	 SLT321426
	  	JPMorgan Chase Bank N.A.	  	Financial	  	 	2,000.0	  
	 SLT750105
	  	JPMorgan Chase Bank N.A.	  	Financial	  	 	4,436.8	  
	 SLT751064
	  	JPMorgan Chase Bank N.A.	  	Financial	  	 	691.0	  
	 032LGFN123150556
	  	Mashreq Bank P.S.C.	  	Financial	  	 	163.4	  
	 032LGFN123150766
	  	Mashreq Bank P.S.C.	  	Financial	  	 	54.5	  
	 032LGFN123150769
	  	Mashreq Bank P.S.C.	  	Financial	  	 	171.5	  
	 032LGFN123150791
	  	Mashreq Bank P.S.C.	  	Financial	  	 	43.6	  
	 032LGFN123150846
	  	Mashreq Bank P.S.C.	  	Financial	  	 	8.2	  
	 032LGFN123150877
	  	Mashreq Bank P.S.C.	  	Financial	  	 	136.2	  
	 032LGOT123151709
	  	Mashreq Bank P.S.C.	  	Financial	  	 	27.5	  
	 032LGOT123151728
	  	Mashreq Bank P.S.C.	  	Financial	  	 	61.8	  
	 3000368994
	  	SAMBA Financial Group	  	Financial	  	 	18.7	  
	 M302406
	  	Standard Bank of South Africa Limited	  	Financial	  	 	0.3	  
	 359020594301
	  	Standard Chartered Bank (Thai) PCL	  	Financial	  	 	64.8	  
	 MEAE1AE07G501121
	  	The Royal Bank of Scotland N.V.	  	Financial	  	 	13.6	  
	 IS0013477
	  	Wells Fargo Bank N.A.	  	Financial	  	 	4,602.0	  
	 NTS661771
	  	Wells Fargo Bank N.A.	  	Financial	  	 	12,610.8	  
		  		  		  	  
	  
	 
	 LETTER OF CREDIT & BANK GUARANTEE UTILIZATION
	  		  	 	1,050,641.4	  
	 Revolver Foreign Currency Adjustment
	  		  	 	3,927.9	  
		  		  		  	  
	  
	 
	 TOTAL UTILIZATION
	  		  	 	1,054,569.3	  
		  		  		  	  
	  
	 







 Schedule 1.1.4-Permitted Existing Contingent Obligations 

Consolidated Surety Bonds 
 as of September 30, 2012 
  

									
	 BOND NUMBER
	  	 ISSUING SURETY
	  	 PURPOSE
	  	AMOUNT IN USD
(000’s)	 
	 0141140
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	309.9	  
	 0141215
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	197.7	  
	 0146223
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	279.6	  
	 0149380
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	220.4	  
	 0149383
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	199.0	  
	 0152468
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	126.9	  
	 0152496
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	40.2	  
	 0152528
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	41.4	  
	 0152560
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	60.0	  
	 0152564
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	8.2	  
	 0152565
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	120.2	  
	 0156428
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	105.3	  
	 0157487
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	148.8	  
	 0159737
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	1,126.1	  
	 0159741
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	399.4	  
	 0159744
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	245.2	  
	 0161864
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	1,294.6	  
	 0161880
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	231.3	  
	 0163960
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	3,072.8	  
	 0165941
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	1,567.5	  
	 0167355
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	2,657.7	  
	 0167361
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	63.8	  
	 0168276
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	3,359.4	  
	 0168768
	  	Berkley Regional Insurance Company	  	Performance & Payment	  	 	4,708.7	  
	 1010311
	  	C.A. Seguros La Occidental	  	Customs	  	 	62.4	  
	 1013767
	  	C.A. Seguros La Occidental	  	Labor	  	 	275.2	  
	 1013775
	  	C.A. Seguros La Occidental	  	Labor	  	 	179.4	  
	 1013776
	  	C.A. Seguros La Occidental	  	Labor	  	 	179.4	  
	 1014851
	  	C.A. Seguros La Occidental	  	Labor	  	 	92.3	  
	 1014851
	  	C.A. Seguros La Occidental	  	Performance	  	 	573.3	  
	 1018458
	  	C.A. Seguros La Occidental	  	Performance	  	 	2,180.0	  
	 1018473
	  	C.A. Seguros La Occidental	  	Performance	  	 	1,348.9	  
	 1018475
	  	C.A. Seguros La Occidental	  	Performance	  	 	1,348.9	  
	 DL004163
	  	Compañía Aseguradora de Fianzas S.A.(Confianza)	  	Performance	  	 	84.1	  
	 DL004165
	  	Compañía Aseguradora de Fianzas S.A.(Confianza)	  	Performance	  	 	297.7	  
	 DL004177
	  	Compañía Aseguradora de Fianzas S.A.(Confianza)	  	Performance	  	 	164.6	  
	 DL004179
	  	Compañía Aseguradora de Fianzas S.A.(Confianza)	  	Performance	  	 	19.5	  
	 DL004205
	  	Compañía Aseguradora de Fianzas S.A.(Confianza)	  	Performance	  	 	5.7	  
	 DL004213
	  	Compañía Aseguradora de Fianzas S.A.(Confianza)	  	Performance	  	 	68.2	  
	 DL004214
	  	Compañía Aseguradora de Fianzas S.A.(Confianza)	  	Performance	  	 	1.0	  
	 DL004314
	  	Compañía Aseguradora de Fianzas S.A.(Confianza)	  	Performance	  	 	6.5	  
	 EX000898
	  	Compañía Aseguradora de Fianzas S.A.(Confianza)	  	Performance	  	 	77,800.0	  
	 81365442
	  	Federal Insurance Company	  	Performance & Payment	  	 	603.0	  








									
	 81365469
	  	Federal Insurance Company	  	Contractor’s Indemnity	  	 	98.7	  
	 81558756
	  	Federal Insurance Company	  	Retention	  	 	264.0	  
	 81558787
	  	Federal Insurance Company	  	Contractor’s Indemnity	  	 	299.3	  
	 81558803
	  	Federal Insurance Company	  	Contractor’s Indemnity	  	 	128.1	  
	 81558805
	  	Federal Insurance Company	  	Contractor’s Indemnity	  	 	88.6	  
	 82168409
	  	Federal Insurance Company	  	Performance & Payment	  	 	62.9	  
	 82187968
	  	Federal Insurance Company	  	Performance & Payment	  	 	90.8	  
	 82188013
	  	Federal Insurance Company	  	Performance & Payment	  	 	1,106.1	  
	 82199440
	  	Federal Insurance Company	  	Performance & Payment	  	 	413.2	  
	 82201936
	  	Federal Insurance Company	  	Performance & Payment	  	 	224.2	  
	 82201945
	  	Federal Insurance Company	  	Performance & Payment	  	 	12,790.5	  
	 82201946
	  	Federal Insurance Company	  	Retention	  	 	1,550.0	  
	 82201951
	  	Federal Insurance Company	  	Performance & Payment	  	 	743.8	  
	 82201953
	  	Federal Insurance Company	  	Performance & Payment	  	 	1,025.3	  
	 82201960
	  	Federal Insurance Company	  	Performance & Payment	  	 	1,811.7	  
	 82203531
	  	Federal Insurance Company	  	Performance	  	 	227.3	  
	 82289296
	  	Federal Insurance Company	  	Performance & Payment	  	 	2,097.5	  
	 82289305
	  	Federal Insurance Company	  	Performance & Payment	  	 	4,311.4	  
	 82289311
	  	Federal Insurance Company	  	Performance & Payment	  	 	1,017.1	  
	 82289312
	  	Federal Insurance Company	  	Performance & Payment	  	 	857.8	  
	 82289313
	  	Federal Insurance Company	  	Performance & Payment	  	 	1,534.0	  
	 82289318
	  	Federal Insurance Company	  	Performance & Payment	  	 	1,043.9	  
	 82289324
	  	Federal Insurance Company	  	Performance & Payment	  	 	2,371.5	  
	 82289325
	  	Federal Insurance Company	  	Performance & Payment	  	 	894.3	  
	 380818
	  	Liberty Seguros S.A.	  	Civil Liability	  	 	1,528.9	  
	 1922969
	  	Liberty Seguros S.A.	  	Performance	  	 	3,435.9	  
	 1939630
	  	Liberty Seguros S.A.	  	Performance	  	 	3,057.8	  
	 2057208
	  	Liberty Seguros S.A.	  	Performance	  	 	400.0	  
	 617500186
	  	Mapfre La Seguridad C.A. de Seguros	  	Labor	  	 	69.8	  
	 617501086
	  	Mapfre La Seguridad C.A. de Seguros	  	Performance	  	 	963.9	  
	 817500176
	  	Mapfre La Seguridad C.A. de Seguros	  	Labor	  	 	317.6	  
	 817500191
	  	Mapfre La Seguridad C.A. de Seguros	  	Donwpayment	  	 	635.2	  
	 817501048
	  	Mapfre La Seguridad C.A. de Seguros	  	Performance	  	 	317.6	  
	 CMS215358
	  	RLI Insurance Company	  	License & Permit	  	 	10.0	  
	 CMS215363
	  	RLI Insurance Company	  	License & Permit	  	 	102.0	  
	 CMS215364
	  	RLI Insurance Company	  	Workers Compensation	  	 	220.0	  
	 CMS215365
	  	RLI Insurance Company	  	License & Permit	  	 	69.1	  
	 CMS215368
	  	RLI Insurance Company	  	License & Permit	  	 	40.0	  
	 CMS215369
	  	RLI Insurance Company	  	License & Permit	  	 	5.0	  
	 CMS226301
	  	RLI Insurance Company	  	Wage & Welfare	  	 	200.0	  
	 CMS226306
	  	RLI Insurance Company	  	Wage & Welfare	  	 	12.0	  
	 CMS226322
	  	RLI Insurance Company	  	Contractor’s Indemnity	  	 	428.3	  
	 CMS226327
	  	RLI Insurance Company	  	Contractor’s Indemnity	  	 	599.7	  
	 CMS226329
	  	RLI Insurance Company	  	Lien Bond	  	 	393.2	  
	 CMS226331
	  	RLI Insurance Company	  	License & Permit	  	 	102.2	  
	 CMS242750
	  	RLI Insurance Company	  	License & Permit	  	 	75.0	  
	 CMS242761
	  	RLI Insurance Company	  	License & Permit	  	 	75.0	  
	 CMS242762
	  	RLI Insurance Company	  	License & Permit	  	 	147.6	  
	 CMS242763
	  	RLI Insurance Company	  	License & Permit	  	 	257.9	  








									
	 CMS242781
	  	RLI Insurance Company	  	License & Permit	  	 	75.0	  
	 CMS242799
	  	RLI Insurance Company	  	License & Permit	  	 	163.1	  
	 CMS246651
	  	RLI Insurance Company	  	License & Permit	  	 	61.6	  
	 CMS246652
	  	RLI Insurance Company	  	Retention	  	 	140.9	  
	 CMS246653
	  	RLI Insurance Company	  	License & Permit	  	 	5.0	  
	 CMS246656
	  	RLI Insurance Company	  	License & Permit	  	 	25.0	  
	 CMS246658
	  	RLI Insurance Company	  	License & Permit	  	 	25.0	  
	 CMS246669
	  	RLI Insurance Company	  	License & Permit	  	 	25.0	  
	 CMS246670
	  	RLI Insurance Company	  	Wage & Welfare	  	 	3,000.0	  
	 TB6389
	  	St. Paul Fire And Marine Insurance Company (SFM)	  	Court	  	 	261.7	  
	 9541
	  	Venezolano de Crédito	  	Customs	  	 	231.9	  
	 120221005
	  	Westchester Fire Insurance Company	  	Customs	  	 	200.0	  
	 K07443821
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	47.0	  
	 K07443936
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	20.0	  
	 K07443948
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	10.0	  
	 K07443985
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	2.0	  
	 K0744414A
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	5.0	  
	 K07444394
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	50.0	  
	 K07444400
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	5.0	  
	 K07444448
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	2,000.0	  
	 K07444515
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	76.1	  
	 K07444540
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	3.0	  
	 K07444709
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	2.8	  
	 K07444965
	  	Westchester Fire Insurance Company	  	Contractor’s Indemnity	  	 	64.1	  
	 K07444977
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	5.0	  
	 K07445052
	  	Westchester Fire Insurance Company	  	Misc Indemnity	  	 	30.0	  
	 K07785926
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	5.0	  
	 K0778594A
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	10.0	  
	 K07785963
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	1,440.0	  
	 K07786104
	  	Westchester Fire Insurance Company	  	Court	  	 	50.0	  
	 K07786141
	  	Westchester Fire Insurance Company	  	Retention	  	 	183.2	  
	 K07786153
	  	Westchester Fire Insurance Company	  	Retention	  	 	80.7	  
	 K07786189
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	90.0	  
	 K08030893
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	10.0	  
	 K08031149
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	10.0	  
	 K08031216
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	117.0	  
	 K08031551
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	90.5	  
	 K08232702
	  	Westchester Fire Insurance Company	  	Contractor’s Indemnity	  	 	231.5	  
	 K0831021A
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	25.0	  
	 K08407575
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	10.0	  
	 K08407769
	  	Westchester Fire Insurance Company	  	Court	  	 	13.9	  
	 K08408191
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	148.7	  
	 K08476792
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	5.0	  
	 K08477000
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	371.2	  
	 K08477292
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	124.7	  
	 K08477309
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	413.9	  
	 K0847753A
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	348.7	  
	 K08533581
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	431.8	  
	 K08533684
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	96.3	  








									
	 K08533854
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	420.9	  
	 K08533908
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	958.1	  
	 K08533982
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	107.5	  
	 K08597613
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	2,730.6	  
	 K08597674
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	80.9	  
	 K08597893
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	316.5	  
	 K08598137
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	433.6	  
	 K08648736
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	1,690.5	  
	 K08648785
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	1,043.6	  
	 K08648815
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	25.0	  
	 K08648827
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	6,458.7	  
	 K08648852
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	25.0	  
	 K08768158
	  	Westchester Fire Insurance Company	  	Performance	  	 	2,593.4	  
	 K08768262
	  	Westchester Fire Insurance Company	  	Performance & Payment	  	 	700.6	  
	 K08768365
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	100.0	  
	 K08768481
	  	Westchester Fire Insurance Company	  	License & Permit	  	 	12.5	  
	 M413771
	  	Westchester Fire Insurance Company	  	Customs	  	 	5.1	  
	 MNR216832
	  	Westchester Fire Insurance Company	  	Performance	  	 	170.7	  
	 15920529
	  	Western Surety Company	  	Notary Public	  	 	10.0	  
	 15929133
	  	Western Surety Company	  	Notary Public	  	 	10.0	  
	 15943983
	  	Western Surety Company	  	Notary Public	  	 	10.0	  
	 15980507
	  	Western Surety Company	  	Notary Public	  	 	10.0	  
	 58618533
	  	Western Surety Company	  	License & Permit	  	 	10.0	  
	 58618535
	  	Western Surety Company	  	License & Permit	  	 	50.0	  
	 58618536
	  	Western Surety Company	  	License & Permit	  	 	5.0	  
	 58618537
	  	Western Surety Company	  	License & Permit	  	 	5.0	  
	 58618538
	  	Western Surety Company	  	License & Permit	  	 	50.0	  
	 58618541
	  	Western Surety Company	  	License & Permit	  	 	12.5	  
	 58618542
	  	Western Surety Company	  	License & Permit	  	 	50.0	  
	 58618586
	  	Western Surety Company	  	License & Permit	  	 	5.0	  
	 58618595
	  	Western Surety Company	  	License & Permit	  	 	40.0	  
	 58618596
	  	Western Surety Company	  	License & Permit	  	 	12.0	  
	 58618603
	  	Western Surety Company	  	Wage & Welfare	  	 	25.0	  
	 58627861
	  	Western Surety Company	  	Wage & Welfare	  	 	50.0	  
	 58627862
	  	Western Surety Company	  	Wage & Welfare	  	 	25.0	  
	 58627863
	  	Western Surety Company	  	Wage & Welfare	  	 	25.0	  
	 58627864
	  	Western Surety Company	  	License & Permit	  	 	0.1	  
	 58627865
	  	Western Surety Company	  	Wage & Welfare	  	 	100.0	  
	 58627877
	  	Western Surety Company	  	License & Permit	  	 	12.5	  
	 58627879
	  	Western Surety Company	  	License & Permit	  	 	12.0	  
	 58633468
	  	Western Surety Company	  	License & Permit	  	 	10.0	  
	 58633470
	  	Western Surety Company	  	License & Permit	  	 	12.5	  
	 58633472
	  	Western Surety Company	  	License & Permit	  	 	12.0	  
	 58633474
	  	Western Surety Company	  	License & Permit	  	 	12.5	  
	 58633475
	  	Western Surety Company	  	License & Permit	  	 	12.5	  
	 58633476
	  	Western Surety Company	  	License & Permit	  	 	12.0	  
	 58633479
	  	Western Surety Company	  	Wage & Welfare	  	 	16.0	  
	 58633482
	  	Western Surety Company	  	License & Permit	  	 	10.0	  
	 58633483
	  	Western Surety Company	  	License & Permit	  	 	6.0	  








									
	 58637902
	  	Western Surety Company	  	License & Permit	  	 	12.5	  
	 58660876
	  	Western Surety Company	  	Performance & Payment	  	 	1,346.2	  
	 58660877
	  	Western Surety Company	  	Performance & Payment	  	 	1,306.8	  
	 58660886
	  	Western Surety Company	  	Performance & Payment	  	 	34.4	  
	 58663562
	  	Western Surety Company	  	Performance & Payment	  	 	62.4	  
	 58665765
	  	Western Surety Company	  	Performance & Payment	  	 	1,742.0	  
	 58665778
	  	Western Surety Company	  	Maintenance	  	 	55.6	  
	 58669592
	  	Western Surety Company	  	Notary Public	  	 	15.0	  
	 58669597
	  	Western Surety Company	  	Performance & Payment	  	 	30.0	  
	 58669605
	  	Western Surety Company	  	Performance & Payment	  	 	79.1	  
	 58675164
	  	Western Surety Company	  	Performance & Payment	  	 	505.2	  
	 58675165
	  	Western Surety Company	  	Performance & Payment	  	 	42.3	  
	 58675171
	  	Western Surety Company	  	Notary Public	  	 	5.0	  
	 58675183
	  	Western Surety Company	  	Performance & Payment	  	 	116.9	  
	 58686360
	  	Western Surety Company	  	Performance & Payment	  	 	127.6	  
	 58686362
	  	Western Surety Company	  	Performance & Payment	  	 	686.4	  
	 58686376
	  	Western Surety Company	  	License & Permit	  	 	12.5	  
	 58691315
	  	Western Surety Company	  	Performance & Payment	  	 	1,859.1	  
	 58691338
	  	Western Surety Company	  	Notary Public	  	 	5.0	  
	 58696767
	  	Western Surety Company	  	Notary Public	  	 	5.0	  
	 70993376N
	  	Western Surety Company	  	Notary Public	  	 	10.0	  
	 71029418N
	  	Western Surety Company	  	Notary Public	  	 	10.0	  
	 71029421N
	  	Western Surety Company	  	Notary Public	  	 	10.0	  
	 71064090N
	  	Western Surety Company	  	Notary Public	  	 	10.0	  
	 71128040N
	  	Western Surety Company	  	Notary Public	  	 	10.0	  
		  		  		  	  
	  
	 
	 SURETY BOND UTILIZATION
	  		  	 	191,834.9	  
		  		  		  	  
	  
	 







 [FORM OF SERIES A NOTE]

 CHICAGO BRIDGE & IRON COMPANY
(DELAWARE) 
 4.15% SENIOR NOTE, SERIES A,
DUE DECEMBER 27, 2017 
  

			
	 No. [            ]
	 	[Date]
	$[            ]	 	PPN 16725* AA8

 FOR VALUE RECEIVED, the undersigned, CHICAGO
BRIDGE & IRON COMPANY (DELAWARE) (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to
pay to [            ], or registered assigns, the principal sum of [            ] DOLLARS (or so much thereof as
shall not have been prepaid) on December 27, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 4.15% per annum from the date hereof, payable
semiannually, on the 27th day of June and December in each year, commencing on June 27, 2013, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and,
during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 6.15% or (ii) 2.0% over the rate of interest
publicly announced by Bank of America, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). 

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United
States of America at Bank of America, N.A or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase and Guarantee Agreement referred to below. 

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase and
Guarantee Agreement, dated as of December 27, 2012 (as from time to time amended, the “Note Purchase and Guarantee Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits
thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase and Guarantee Agreement and (ii) made the representations
set forth in Section 6.2 of the Note Purchase and Guarantee Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase and Guarantee Agreement.

 This Note is a registered Note and, as provided in the Note Purchase and Guarantee Agreement, upon surrender of this Note for
registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and


  

EXHIBIT 1(a) 
 (to Note Purchase and Guarantee Agreement) 







 
registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for
the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
 The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase and Guarantee Agreement. This Note is also subject to optional prepayment, in whole
or from time to time in part, at the times and on the terms specified in the Note Purchase and Guarantee Agreement, but not otherwise. 
 If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and
with the effect provided in the Note Purchase and Guarantee Agreement. 
 This Note shall be construed and enforced in
accordance with, and the rights of the Company and the holder of this Note 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 permit the application of the laws of a
jurisdiction other than such State. 
  

			
	 CHICAGO BRIDGE & IRON COMPANY

(DELAWARE)

		
	By	 	 
		 	[Title]



  
 1(a)-2








 [FORM OF SERIES B NOTE]

 CHICAGO BRIDGE & IRON COMPANY
(DELAWARE) 
 4.57% SENIOR NOTE, SERIES B,
DUE DECEMBER 27, 2019 
  

			
	No. [            ]	 	[Date]
	$[            ]	 	PPN 16725* AB6

 FOR VALUE RECEIVED, the undersigned, CHICAGO
BRIDGE & IRON COMPANY (DELAWARE) (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to
pay to [            ], or registered assigns, the principal sum of [            ] DOLLARS (or so much thereof as
shall not have been prepaid) on December 27, 2019, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 4.57% per annum from the date hereof, payable
semiannually, on the 27th day of June and December in each year, commencing on June 27, 2013, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and,
during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 6.57% or (ii) 2.0% over the rate of interest
publicly announced by Bank of America, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). 

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United
States of America at Bank of America, N.A. or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase and Guarantee Agreement referred to below. 

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase and
Guarantee Agreement, dated as of December 27, 2012 (as from time to time amended, the “Note Purchase and Guarantee Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits
thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase and Guarantee Agreement and (ii) made the representations
set forth in Section 6.2 of the Note Purchase and Guarantee Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase and Guarantee Agreement.

 This Note is a registered Note and, as provided in the Note Purchase and Guarantee Agreement, upon surrender of this Note for
registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and


  

EXHIBIT 1(b) 
 (to Note Purchase and Guarantee Agreement) 







 
registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for
the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
 The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase and Guarantee Agreement. This Note is also subject to optional prepayment, in whole
or from time to time in part, at the times and on the terms specified in the Note Purchase and Guarantee Agreement, but not otherwise. 
 If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and
with the effect provided in the Note Purchase and Guarantee Agreement. 
 This Note shall be construed and enforced in
accordance with, and the rights of the Company and the holder of this Note 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 permit the application of the laws of a
jurisdiction other than such State. 
  

			
	 CHICAGO BRIDGE & IRON COMPANY

(DELAWARE)

		
	By	 	 
		 	[Title]



  
 1(b)-2








 [FORM OF SERIES C NOTE]

 CHICAGO BRIDGE & IRON COMPANY
(DELAWARE) 
 5.15% SENIOR NOTE, SERIES C,
DUE DECEMBER 27, 2022 
  

			
	No. [            ]	 	[Date]
	$[            ]	 	PPN 16725* AC4

 FOR VALUE RECEIVED, the undersigned, CHICAGO
BRIDGE & IRON COMPANY (DELAWARE) (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to
pay to [            ], or registered assigns, the principal sum of [            ] DOLLARS (or so much thereof as
shall not have been prepaid) on December 27, 2022, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 5.15% per annum from the date hereof, payable
semiannually, on the 27th day of June and December in each year, commencing on June 27, 2013, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and,
during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 7.15% or (ii) 2.0% over the rate of interest
publicly announced by Bank of America, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). 

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United
States of America at Bank of America, N.A. or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase and Guarantee Agreement referred to below. 

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase and
Guarantee Agreement, dated as of December 27, 2012 (as from time to time amended, the “Note Purchase and Guarantee Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits
thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase and Guarantee Agreement and (ii) made the representations
set forth in Section 6.2 of the Note Purchase and Guarantee Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase and Guarantee Agreement.

 This Note is a registered Note and, as provided in the Note Purchase and Guarantee Agreement, upon surrender of this Note for
registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and


  

EXHIBIT 1(c) 
 (to Note Purchase and Guarantee Agreement) 







 
registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for
the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
 The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase and Guarantee Agreement. This Note is also subject to optional prepayment, in whole
or from time to time in part, at the times and on the terms specified in the Note Purchase and Guarantee Agreement, but not otherwise. 
 If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and
with the effect provided in the Note Purchase and Guarantee Agreement. 
 This Note shall be construed and enforced in
accordance with, and the rights of the Company and the holder of this Note 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 permit the application of the laws of a
jurisdiction other than such State. 
  

			
	 CHICAGO BRIDGE & IRON COMPANY

(DELAWARE)

		
	By	 	 
		 	[Title]



  
 1(c)-2








 [FORM OF SERIES D NOTE]

 CHICAGO BRIDGE & IRON COMPANY
(DELAWARE) 
 5.30% SENIOR NOTE, SERIES D,
DUE DECEMBER 27, 2024 
  

			
	No. [            ]	 	[Date]
	$[            ]	 	PPN 16725* AD2

 FOR VALUE RECEIVED, the undersigned, CHICAGO
BRIDGE & IRON COMPANY (DELAWARE) (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to
pay to [            ], or registered assigns, the principal sum of [            ] DOLLARS (or so much thereof as
shall not have been prepaid) on December 27, 2024, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 5.30% per annum from the date hereof, payable
semiannually, on the 27th day of June and December in each year, commencing on June 27, 2013, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and,
during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 7.30% or (ii) 2.0% over the rate of interest
publicly announced by Bank of America, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). 

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United
States of America at Bank of America, N.A. or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase and Guarantee Agreement referred to below. 

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase and
Guarantee Agreement, dated as of December 27, 2012 (as from time to time amended, the “Note Purchase and Guarantee Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits
thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase and Guarantee Agreement and (ii) made the representations
set forth in Section 6.2 of the Note Purchase and Guarantee Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase and Guarantee Agreement.

 This Note is a registered Note and, as provided in the Note Purchase and Guarantee Agreement, upon surrender of this Note for
registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and


  

EXHIBIT 1(d) 
 (to Note Purchase and Guarantee Agreement) 







 
registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for
the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
 The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase and Guarantee Agreement. This Note is also subject to optional prepayment, in whole
or from time to time in part, at the times and on the terms specified in the Note Purchase and Guarantee Agreement, but not otherwise. 
 If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and
with the effect provided in the Note Purchase and Guarantee Agreement. 
 This Note shall be construed and enforced in
accordance with, and the rights of the Company and the holder of this Note 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 permit the application of the laws of a
jurisdiction other than such State. 
  

			
	 CHICAGO BRIDGE & IRON COMPANY

(DELAWARE)

		
	By	 	 
		 	[Title]



  
 1(d)-2








 FORM OF SUBSIDIARY GUARANTEE


  

EXHIBIT 2.3 
 (to Note Purchase and Guarantee Agreement) 







  

 
 SUBSIDIARY
GUARANTEE AGREEMENt 
 Dated as of December 27, 2012 

for the benefit of the holders of the Notes issued pursuant to 
 NOTE PURCHASE AND GUARANTEE AGREEMENT DATED AS OF DECEMBER 27,
2012 
 OF 
 CHICAGO BRIDGE & IRON COMPANY (DELAWARE) 
 AND 
 CHICAGO BRIDGE &
IRON COMPANY N.V. 
  
  

 






 TABLE OF CONTENTS 

 

							
	SECTION	  	HEADING	  	PAGE	 
			
	 SECTION 1.
	  	 GUARANTEE
	  	 	2	  
			
	 SECTION 2.
	  	 OBLIGATIONS ABSOLUTE
	  	 	3	  
			
	 SECTION 3.
	  	 WAIVER
	  	 	4	  
			
	 SECTION 4.
	  	 OBLIGATIONS UNIMPAIRED
	  	 	4	  
			
	 SECTION 5.
	  	 SUBROGATION AND SUBORDINATION
	  	 	5	  
			
	 SECTION 6.
	  	 REINSTATEMENT OF GUARANTEE
	  	 	6	  
			
	 SECTION 7.
	  	 RANK OF GUARANTEE
	  	 	6	  
			
	 SECTION 8.
	  	 ADDITIONAL COVENANTS OF EACH
GUARANTOR
	  	 	6	  
			
	 SECTION 9.
	  	 REPRESENTATIONS AND WARRANTIES OF EACH
GUARANTOR
	  	 	6	  
			
	 Section 9.1.
	  	        Organization; Power and Authority	  	 	6	  
	 Section 9.2.
	  	        Authorization, Etc	  	 	7	  
	 Section 9.3.
	  	        Compliance with Laws, Other instruments, Etc	  	 	7	  
	 Section 9.4.
	  	        Governmental Authorizations, Etc	  	 	7	  
	 Section 9.5.
	  	        Information regarding the Obligors	  	 	7	  
	 Section 9.7.
	  	        Solvency	  	 	8	  
			
	 SECTION 11.
	  	 TERM OF GUARANTEE AGREEMENT
	  	 	11	  
			
	 SECTION 12.
	  	 SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
ENTIRE AGREEMENT
	  	 	11	  
			
	 SECTION 13.
	  	 AMENDMENT AND WAIVER
	  	 	11	  
			
	 Section 13.1.
	  	        Requirements	  	 	11	  
	 Section 13.2.
	  	        Solicitation of Holders of Notes	  	 	12	  
	 Section 13.3.
	  	        Binding Effect	  	 	12	  
	 Section 13.4.
	  	        Notes Held by Obligors, Etc	  	 	12	  
			
	 SECTION 14.
	  	 NOTICES; ENGLISH LANGUAGE
	  	 	13	  
			
	 SECTION 15.
	  	 MISCELLANEOUS
	  	 	13	  
			
	 Section 15.1.
	  	        Successors and Assigns; Joinder	  	 	13	  
	 Section 15.2.
	  	        Severability	  	 	13	  
	 Section 15.3.
	  	        Construction	  	 	14	  


  
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	 Section 15.4.
	  	        Further Assurances	  	 	14	  
	 Section 15.5.
	  	        Governing Law	  	 	14	  
	 Section 15.6.
	  	        Jurisdiction and Process; Waiver of Jury Trial	  	 	14	  
	 Section 15.7.
	  	        Obligation to Make Payment in United States Dollars	  	 	15	  
	 Section 15.8.
	  	        Reproduction of Documents; execution	  	 	15	  
			
	 SECTION 16.
	  	LIMITATIONS WITH RESPECT TO LIECHTENSTEIN GUARANTORS	  	 	16	  


  
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 SUBSIDIARY GUARANTEE AGREEMENt

 THIS SUBSIDIARY GUARANTEE AGREEMENT, dated as of December 27, 2012 (this “Guarantee Agreement”), is
made by each of the undersigned (each a “Guarantor” and, together with each of the other signatories hereto and any other entities from time to time parties hereto pursuant to Section 15.1 hereof, the
“Guarantors”) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and
individually a “holder.” 
 PRELIMINARY STATEMENTS: 

I. Chicago Bridge & Iron Company (Delaware), a Delaware corporation (the “Company”) and
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”), are entering into a Note Purchase
Agreement dated as of December 27, 2012 (as amended, modified, supplemented or restated from time to time, the “Note Agreement”) with the Persons listed on the signature pages thereto (the “Purchasers”)
simultaneously with the delivery of this Guarantee Agreement. Capitalized terms used herein have the meanings specified in the Note Agreement unless otherwise defined herein.  
 II. Pursuant to the Note Agreement, the Company has authorized the issuance of, and proposes to issue and sell, (i) U.S.$150,000,000 aggregate principal amount of its 4.15% Senior Notes,
Series A, due December 27, 2017 (the “Series A Notes”), (ii) U.S.$225,000,000 aggregate principal amount of its 4.57% Senior Notes, Series B, due December 27, 2019 (the “Series B
Notes”); (iii) U.S.$275,000,000 aggregate principal amount of its 5.15% Senior Notes, Series C, due December 27, 2022 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30%
Senior Notes, Series D, due December 27, 2024 (the “Series D Notes”). The Series A Notes, Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as the
“Initial Notes.” The Initial Notes and any other Notes that may from time to time be issued pursuant to the Note Agreement (including any notes issued in substitution for any of the Notes) are herein collectively called the
“Notes” and individually a “Note”. 
 III. It is a condition to the agreement of the Purchasers to purchase
the Notes that this Guarantee Agreement shall have been executed and delivered by each Guarantor and shall be in full force and effect. 
 IV. Each Guarantor will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement. The governing body of each Guarantor has determined that the incurrence of
such obligations is in the best interests of such Guarantor. 
 NOW THEREFORE, in order to induce, and in consideration of, the
execution and delivery of the Note Agreement and the purchase of the Notes by each of the Purchasers, each Guarantor hereby covenants and agrees with, and represents and warrants to each of the holders as follows: 

  







 SECTION 1. GUARANTEE. 

Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each holder, the due
and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated
maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Agreement or any other instrument referred to therein) all such
obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of
collectibility and is in no way conditional or contingent upon any attempt to collect from the Obligors or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or
circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any
kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action
hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Guarantee Agreement. 

Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including
attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Obligors of any warranty, covenant, term or condition in, or the
occurrence of any default under, this Guarantee Agreement, the Notes, the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a
result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guarantee Agreement, the Notes, the Note Agreement or any other instrument referred to therein and (z) enforcing or
defending (or determining whether or how to enforce or defend) the provisions of this Guarantee Agreement. 
 Each Guarantor
hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note
Agreement. 
 Notwithstanding the foregoing provisions or any other provision of this Guarantee Agreement,
the Purchasers (on behalf of themselves and their successors and assigns) and each Guarantor hereby agree that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to such Guarantor, then this


  
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Guarantee Agreement shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of any Guarantor or
any holder and shall be deemed to have been automatically consented to by each Guarantor and each holder. Each Guarantor agrees that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without affecting or impairing the
obligation of such Guarantor. “Maximum Guaranteed Amount” means as of the date of determination with respect to a Guarantor, the lesser of (a) the amount of the Guaranteed Obligations outstanding on such date and (b) the
maximum amount that would not render such Guarantor’s liability under this Guarantee Agreement subject to avoidance under Section 548 of the United States Bankruptcy Code (or any successor provision) or any comparable provision of
applicable state law. 
  

	SECTION 2. OBLIGATIONS	ABSOLUTE. 

 The
obligations of each Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or enforceability of the Notes, the Note Agreement or any other instrument referred to therein, shall not be subject to
any counterclaim, setoff, deduction or defense based upon any claim such Guarantor may have against the Obligors or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any
way affected by, any circumstance or condition whatsoever (whether or not such Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment to, modification of, supplement to or restatement of the
Notes, the Note Agreement or any other instrument referred to therein (it being agreed that the obligations of each Guarantor hereunder shall apply to the Notes, the Note Agreement or any such other instrument as so amended, modified, supplemented
or restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Notes or the addition, substitution or release of any other Guarantor or any other entity or other
Person primarily or secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Notes, the Note Agreement or any other instrument referred to
therein; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to either Obligor or its property; (d) any merger, amalgamation or consolidation of any
Guarantor or of any Obligor into or with any other Person or any sale, lease or transfer of any or all of the assets of any Guarantor or of any Obligor to any Person; (e) any failure on the part of any Obligor for any reason to comply with or
perform any of the terms of any other agreement with any Guarantor; (f) any failure on the part of any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor (whether or not similar to the foregoing), and in any event however material or prejudicial it may be to any Guarantor or to any subrogation, contribution or reimbursement rights
any Guarantor may otherwise have. Each Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the Guaranteed Obligations and all other obligations hereunder. 

  
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	SECTION	  3. WAIVER. 

 Each Guarantor unconditionally waives to the fullest extent permitted by law, (a) notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any default by the Obligors in
the payment of any amounts due under the Notes, the Note Agreement or any other instrument referred to therein, and of any of the matters referred to in Section 2 hereof, (b) all notices which may be required by statute, rule of law or
otherwise to preserve any of the rights of any holder against such Guarantor, including, without limitation, presentment to or demand for payment from the Obligors or any Guarantor with respect to any Note, notice to the Obligors or to any Guarantor
of default or protest for nonpayment or dishonor and the filing of claims with a court in the event of the bankruptcy of the Obligors, (c) any right to require any holder to enforce, assert or exercise any right, power or remedy including,
without limitation, any right, power or remedy conferred in the Note Agreement or the Notes, (d) any requirement for diligence on the part of any holder and (e) any other act or omission or thing or delay in doing any other act or thing
which might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor or in any manner lessen the obligations of such Guarantor hereunder. 

 

	SECTION  	4. OBLIGATIONS UNIMPAIRED. 

 Each Guarantor authorizes the holders, without notice or demand to such Guarantor or any other Guarantor and without affecting its obligations hereunder, from time to time: (a) to renew, compromise,
extend, accelerate or otherwise change the time for payment of, all or any part of the Notes, the Note Agreement or any other instrument referred to therein; (b) to change any of the representations, covenants, events of default or any other
terms or conditions of or pertaining to the Notes, the Note Agreement or any other instrument referred to therein, including, without limitation, decreases or increases in amounts of principal, rates of interest, the Make-Whole Amount or any other
obligation; (c) to take and hold security for the payment of the Notes, the Note Agreement or any other instrument referred to therein, for the performance of this Guarantee Agreement or otherwise for the Indebtedness guaranteed hereby and to
exchange, enforce, waive, subordinate and release any such security; (d) to apply any such security and to direct the order or manner of sale thereof as the holders in their sole discretion may determine; (e) to obtain additional or
substitute endorsers or guarantors or release any other Guarantor or any other Person or entity primarily or secondarily liable in respect of the Guaranteed Obligations; (f) to exercise or refrain from exercising any rights against the
Obligors, any Guarantor or any other Person; and (g) to apply any sums, by whomsoever paid or however realized, to the payment of the Guaranteed Obligations and all other obligations owed hereunder. The holders shall have no obligation to
proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Obligors, such Guarantor or any other Guarantor or any other Person or to pursue any other remedy available to the holders.

 If an event permitting the acceleration of the maturity of the principal amount of any Notes shall exist and such
acceleration shall at such time be prevented or the right of any holder to receive any payment on account of the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against the Obligors, any Guarantor
or any other guarantors of a case or proceeding under a bankruptcy or insolvency law, such Guarantor agrees 

  
 -4-








 
that, for purposes of this Guarantee Agreement and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect as if the holder
thereof had accelerated the same in accordance with the terms of the Note Agreement, and such Guarantor shall forthwith pay such accelerated Guaranteed Obligations. 
  

	SECTION	  5. SUBROGATION AND SUBORDINATION. 


(a) Each Guarantor will not exercise any rights which it may have acquired by way of subrogation under this Guarantee Agreement, by any
payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Guarantee Agreement unless
and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash. 
 (b) Each Guarantor hereby
subordinates the payment of all Indebtedness and other obligations of the Obligors or any other guarantor of the Guaranteed Obligations owing to such Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and
claims described in clause (a) of this Section 5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations. If the Required Holders so request, any such Indebtedness or other obligations shall be enforced and
performance received by such Guarantor as trustee for the holders and the proceeds thereof shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations,
whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of any Guarantor under this Guarantee Agreement. 

(c) If any amount or other payment is made to or accepted by any Guarantor in violation of any of the preceding clauses (a) and
(b) of this Section 5, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders promptly, in the form received (together
with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of such Guarantor under this
Guarantee Agreement. 
 (d) Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing
arrangements contemplated by the Note Agreement and that its agreements set forth in this Guarantee Agreement (including this Section 5) are knowingly made in contemplation of such benefits. 

(e) Each Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any holder that is greater
than the net value of the benefits received, directly or indirectly, by such paying Guarantor as a result of the issuance and sale of the Notes (such net value, its “Proportionate Share”), such paying Guarantor shall, subject to
Section 5(a) and 5(b), be entitled to contribution from any Guarantor that has not paid its Proportionate Share of the Guaranteed Obligations. Any amount payable as a contribution under this Section 5(e) shall be determined as of
the date on which the related payment is made by such Guarantor seeking contribution and each Guarantor acknowledges that the right to contribution hereunder shall 

  
 -5-








 
constitute an asset of such Guarantor to which such contribution is owed. Notwithstanding the foregoing, the provisions of this Section 5(e) shall in no respect limit the obligations
and liabilities of any Guarantor to the holders of the Notes hereunder or under the Notes, the Note Agreement or any other document, instrument or agreement executed in connection therewith, and each Guarantor shall remain jointly and severally
liable for the full payment of the Guaranteed Obligations. 
  

	SECTION 6. 	REINSTATEMENT OF GUARANTEE. 

 This Guarantee Agreement shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder on
account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Obligors or any other guarantors, or upon or as a result of
the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Obligors or any other guarantors or any part of its or their property, or otherwise, all as though such payments had not been made.

  

	SECTION 7. 	RANK OF GUARANTEE. 


Each Guarantor will ensure that its payment obligations under this Guarantee Agreement will at all times rank at
least pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of such Guarantor now or hereafter existing. 
  

	SECTION 8. 	ADDITIONAL COVENANTS OF EACH GUARANTOR. 


So long as any Notes are outstanding or the Note Agreement shall remain in effect, each Guarantor agrees to comply with the covenants and
agreements of the Note Agreement, including but not limited to Sections 9 and 10 of thereof, insofar as such covenants and agreements apply to such Guarantor, as if such covenants and agreements were set forth herein in full. 

 

	SECTION 9. 	REPRESENTATIONS AND WARRANTIES OF EACH GUARANTOR. 


Each Guarantor represents and warrants to each holder as follows: 

Section 9.1. Organization; Power and Authority. Such Guarantor is a corporation, limited liability
company or other legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, formation or organization, and is duly qualified as a foreign entity and is in good standing in each
jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. Such Guarantor has the corporate, limited liability company or other entity power and authority to own or hold under lease the properties it purports to own or 

  
 -6-








 
hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Guarantee Agreement and to perform the provisions hereof. 

Section 9.2. Authorization, Etc. This Guarantee Agreement has been duly authorized by all necessary
corporation, limited liability company or other legal entity action on the part of such Guarantor, and this Guarantee Agreement constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with
its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 
 Section 9.3.
Compliance with Laws, Other instruments, Etc. The execution, delivery and performance by such Guarantor of this Guarantee Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation
of any Lien in respect of any property of such Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which
such Guarantor or any of its Subsidiaries is bound or by which such Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to such Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or
(ii) any other jurisdiction in which such Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of such Guarantor or any of its Subsidiaries, or (y) any entity
exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government. 

Section 9.4. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by such Guarantor of this Guarantee Agreement. 

Section 9.5. Information regarding the Obligors. Such Guarantor now has and will continue to have
independent means of obtaining information concerning the affairs, financial condition and business of the Obligors. No holder shall have any duty or responsibility to provide such Guarantor with any credit or other information concerning the
affairs, financial condition or business of the Obligors which may come into possession of the holders. Such Guarantor has executed and delivered this Guarantee Agreement without reliance upon any representation by the holders including, without
limitation, with respect to (a) the due execution, validity, effectiveness or enforceability of any instrument, document or agreement evidencing or relating to any of the Guaranteed Obligations or any loan or other financial accommodation made
or granted to the Obligors, (b) the validity, genuineness, enforceability, existence, value or sufficiency of any property securing any of the Guaranteed Obligations or the creation, 

  
 -7-








 
perfection or priority of any lien or security interest in such property or (c) the existence, number, financial condition or creditworthiness of other guarantors or sureties, if any, with
respect to any of the Guaranteed Obligations. 
 Section 9.7. Solvency. Upon the execution and delivery hereof, such
Guarantor will be solvent, will be able to pay its debts as they mature, and will have capital sufficient to carry on its business. 
  

	SECTION 10. TAX	INDEMNIFICATION. 


All payments whatsoever under this Guarantee Agreement will be made by each Guarantor in lawful currency of the United States of America
free and clear of, and without liability for withholding or deduction for or on account of, any present or future tax (whether income, documentary, sales, stamp, registration, issue, capital, property, excise or otherwise), duty, assessment, levy,
impost, fee, compulsory loan, charge or withholding (a “Tax”) of whatever nature imposed or levied by or on behalf of any jurisdiction other than the United States (or any political subdivision or taxing authority of or in such
jurisdiction) (a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by law. 

If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid
by a Guarantor under this Guarantee Agreement, such Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to
each holder such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Guarantee Agreement after such deduction, withholding or payment (including, without limitation, any required
deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such holder under the terms of this Guarantee Agreement before the assessment of such Tax, provided that
no payment of any additional amounts shall be required to be made for or on account of: 
 (a) any Tax that would
not have been imposed but for the existence of any present or former connection between such holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust,
partnership or corporation or any Person other than the holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt
of payments thereunder or in respect thereof, including, without limitation, such holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in
trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for such Guarantor, after the
date of the Closing, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Guarantee Agreement are made to, the Taxing Jurisdiction imposing the relevant
Tax; 

  
 -8-








 (b) any Tax that would not have been imposed but for the delay or failure by
such holder (following a written request by such Guarantor) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes (including for such purpose any
refilings or renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in
time, resources or otherwise) on such holder or result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such
holder, and provided further that such holder shall be deemed to have satisfied the requirements of this clause (b) upon the good faith completion and submission of such Forms (including refilings or renewals of filings) as may be
specified in a written request of such Guarantor no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, if any, all in the English language or with an English
translation thereof); or 
 (c) any combination of clauses (a) and (b) above; 

and provided further that in no event shall such Guarantor be obligated to pay such additional amounts
(i) to any holder not resident in the United States of America or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of the Closing in excess of the amounts that such Guarantor would be obligated to
pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of
America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) to any holder of a Note registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such
law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and such Guarantor shall have given timely notice of such law or interpretation to such holder. 

By acceptance of any Note, the holder of such Note agrees, subject to the limitations of clause (b) above, that it will from time to
time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by such Guarantor all such forms, certificates, documents and returns provided to such holder by such Guarantor (collectively, together with instructions
for completing the same, “Forms”) required to be filed by or on behalf of such holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the
relevant Taxing Jurisdiction or of a tax treaty between the United States and such Taxing Jurisdiction and (y) provide such Guarantor with such information with respect to such holder as such Guarantor may reasonably request in order to
complete any such Forms, provided that nothing in this Section 10 shall require any holder to provide information with respect to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would
involve the disclosure of tax return or other information that is confidential or proprietary to such holder, and provided, further, that each such holder shall be deemed to have complied with its obligation under this paragraph with
respect to any Form if such Form shall have been duly completed and delivered by such holder to such Guarantor or 

  
 -9-








 
mailed to the appropriate taxing authority (which in the case of any Form which requires that it be submitted to the United States Internal Revenue Service as a condition to its effectiveness in
the Taxing Jurisdiction shall be deemed to occur when such Form is submitted to the United States Internal Revenue Service in accordance with instructions contained in such Form), whichever is applicable, within 60 days following a written request
of such Guarantor (which request shall be accompanied by copies of such Form and English translations of any such Form not in the English language) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment
date. 
 On or before the date of the Closing such Guarantor will furnish each Purchaser with copies of the appropriate Form
(and English translation if required as aforesaid) currently required to be filed in any Taxing Jurisdiction pursuant to clause (b) of the second paragraph of this Section 10, if any, and in connection with the transfer of any Note such
Guarantor will furnish the transferee of such Note with copies of any Form and English translation then required. 
 If any
payment is made by such Guarantor to or for the account of the holder of any Note after deduction for or on account of any Taxes, and increased payments are made by such Guarantor pursuant to this Section 10, then, if such holder at its sole
discretion determines that it has received or been granted a refund of such Taxes, such holder shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, reimburse to such Guarantor such amount as such
holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it
thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available
to it or (other than as set forth in clause (b) above) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof. 

Such Guarantor will furnish the holders of Notes, promptly and in any event within 60 days after the date of any payment by such
Guarantor of any Tax in respect of any amounts paid under this Guarantee Agreement, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not
available or must legally be kept in the possession of such Guarantor, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such
payments as may be reasonably requested from time to time by any holder of a Note. 
 If such Guarantor is required by any
applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which such Guarantor would be required to pay any additional amount
under this Section 10, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then such
Guarantor will promptly reimburse such holder for such payment (including any related interest or penalties to the extent 

  
 -10-








 
such interest or penalties arise by virtue of a default or delay by such Guarantor) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the
taxation or other authority of the relevant Taxing Jurisdiction. 
 If such Guarantor makes payment to or for the account of any
holder of a Note and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request
from such Guarantor (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by such Guarantor, subject, however, to the same limitations
with respect to Forms as are set forth above. 
 The obligations of such Guarantor under this Section 10 shall survive the
payment or transfer of any Note and the provisions of this Section 10 shall also apply to successive transferees of the Notes. 
  

	SECTION	  11. TERM OF GUARANTEE AGREEMENT. 


This Guarantee Agreement and all guarantees, covenants and agreements of the Guarantors contained herein shall
continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations and all other obligations hereunder shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to
Section 6, provided, however, a Guarantor shall be automatically released from its obligations hereunder upon (a) the sale or exchange of all or substantially all of the stock or assets of such Guarantor permitted pursuant to
Section 10.2 of the Note Agreement or (b) the occurrence of any release of such Guarantor pursuant to Section 2.3(b) of the Note Agreement. 
  

	SECTION	  12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
AGREEMENT. 

 All representations and warranties contained herein shall survive the execution and
delivery of this Guarantee Agreement and may be relied upon by any subsequent holder, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder. All statements contained in any certificate or other
instrument delivered by or on behalf of a Guarantor pursuant to this Guarantee Agreement shall be deemed representations and warranties of such Guarantor under this Guarantee Agreement. Subject to the preceding sentence, this Guarantee Agreement
embodies the entire agreement and understanding between each holder and the Guarantors and supersedes all prior agreements and understandings relating to the subject matter hereof. 

 

	SECTION	  13. AMENDMENT AND WAIVER. 


Section 13.1. Requirements. Except as otherwise provided in the fourth paragraph of Section 1 of this Guarantee
Agreement, this Guarantee Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that no


  
 -11-








 
amendment or waiver (a) of any of the first three paragraphs of Section 1 or any of the provisions of Section 2, 3, 4, 5, 6, 7, 10, 11, 13 or 15.7 hereof, or any defined term (as
it is used therein), or (b) which results in the limitation of the liability of any Guarantor hereunder (except to the extent provided in the fourth paragraph of Section 1 of this Guarantee Agreement) will be effective as to any holder
unless consented to by such holder in writing. 
 Section 13.2. Solicitation of Holders of Notes. 

(a) Solicitation. Each Guarantor will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with
sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions
hereof. Each Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 13.2 to each holder promptly following the date on which it is executed and
delivered by, or receives the consent or approval of, the requisite holders of Notes. 
 (b) Payment. The Guarantors will
not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder as consideration for or as an
inducement to the entering into by any holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on
the same terms, ratably to each holder even if such holder did not consent to such waiver or amendment. 
 (c) Consent in
Contemplation of Transfer. Any consent made pursuant to this Section 13 by a holder that has transferred or has agreed to transfer its Notes to any Obligor, any Subsidiary or any Affiliate (including any Guarantor) of any Obligor and has
provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would
not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such
holder. 
 Section 13.3. Binding Effect. Any amendment or waiver consented to as provided in this Section 13
applies equally to all holders and is binding upon them and upon each future holder and upon each Guarantor without regard to whether any Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect
any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between a Guarantor and the holder nor any delay in exercising any rights hereunder or under any Note shall operate as
a waiver of any rights of any holder. As used herein, the term “this Guarantee Agreement” and references thereto shall mean this Guarantee Agreement as it may be amended, modified, supplemented or restated from time to time. 

Section 13.4. Notes Held by Obligors, Etc. Solely for the purpose of determining whether the holders of the requisite
percentage of the aggregate principal amount of Notes then 

  
 -12-








 
outstanding approved or consented to any amendment, waiver or consent to be given under this Guarantee Agreement, or have directed the taking of any action provided herein to be taken upon the
direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Guarantor, any Obligor or any of their respective Affiliates shall be deemed not to be
outstanding. 
  

	SECTION	  14. NOTICES; ENGLISH LANGUAGE. 


All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day
sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent: 
 (a) if to any Guarantor, in care of the Company at the
Company’s address set forth in the Note Agreement, or such other address as such Guarantor shall have specified to the holders in writing, or 
 (b) if to any holder, to such holder at the addresses specified for such communications set forth in Schedule A to the Note Agreement, or such other address as such holder shall have specified to the
Guarantors in writing. 
 (c) Each document, instrument, financial statement, report, notice or other
communication delivered in connection with this Guarantee Agreement shall be in English or accompanied by an English translation thereof. 
 This Guarantee Agreement has been prepared and signed in English and each Guarantor agrees that the English version hereof (to the maximum extent permitted by applicable law) shall be the only version
valid for the purpose of the interpretation and construction hereof and thereof notwithstanding the preparation of any translation into another language hereof or thereof, whether official or otherwise or whether prepared in relation to any
proceedings which may be brought in any jurisdiction in respect hereof or thereof. 
  

	SECTION	  15. MISCELLANEOUS. 

 Section 15.1. Successors and Assigns; Joinder. All covenants and other agreements contained in this Guarantee Agreement by or on behalf of any of the parties hereto bind and inure to the
benefit of their respective successors and assigns whether so expressed or not. It is agreed and understood that any Person may become a Guarantor hereunder by executing a Guarantor Supplement substantially in the form of Exhibit A attached hereto
and delivering the same to the Holders. Any such Person shall thereafter be a “Guarantor” for all purposes under this Guarantee Agreement. 
 Section 15.2. Severability. Any provision of this Guarantee Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and 

  
 -13-








 
any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law), not invalidate or render unenforceable such provision in any other jurisdiction.

 Section 15.3. Construction. Each covenant contained herein shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such express contrary provision) be deemed to excuse compliance with any other covenant. Whether any provision herein
refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 

The section and subsection headings in this Guarantee Agreement are for convenience of reference only and shall neither be deemed to be a
part of this Guarantee Agreement nor modify, define, expand or limit any of the terms or provisions hereof. All references herein to numbered sections, unless otherwise indicated, are to sections of this Guarantee Agreement. Words and definitions in
the singular shall be read and construed as though in the plural and vice versa, and words in the masculine, neuter or feminine gender shall be read and construed as though in either of the other genders where the context so requires. 

Section 15.4. Further Assurances. Each Guarantor agrees to execute and deliver all such instruments and take all such action
as the Required Holders may from time to time reasonably request in order to effectuate fully the purposes of this Guarantee Agreement. 
 Section 15.5. Governing Law. This Guarantee Agreement 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 permit the application of the laws of a jurisdiction other than such State. 
 Section 15.6. Jurisdiction and Process; Waiver of Jury Trial. (a) Each Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in
the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each Guarantor irrevocably waives and agrees not to
assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in
any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 
 (b) Each Guarantor consents to process being served by or on behalf of any holder in any suit, action or proceeding of the nature referred to in Section 15.6(a) by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 14 or at such other address of which such holder shall then have been notified
pursuant to Section 14. Each Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent
permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a 

  
 -14-








 
delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. 
 (c) Nothing in this Section 15.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against any
Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 
 (d) THE GUARANTORS AND THE HOLDERS HEREBY WAIVE TRIAL BY
JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE
AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH. 

Section 15.7. Obligation to Make Payment in United States Dollars. Any payment on account of an amount that is payable
hereunder in United States Dollars which is made to or for the account of any holder in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of any
Guarantor, shall constitute a discharge of the obligation of such Guarantor under this Guarantee Agreement only to the extent of the amount of United States Dollars which such holder could purchase in the foreign exchange markets in New York, New
York, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the Business Day following receipt of the payment first referred to above. If the amount of United States Dollars that
could be so purchased is less than the amount of United States Dollars originally due to such holder, such Guarantor agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage
arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Guarantee Agreement, shall give rise to a
separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an
amount due hereunder or under any judgment or order. 
 Section 15.8. Reproduction of Documents; execution. This
Guarantee Agreement may be reproduced by any holder by any photographic, photo static, electronic, digital, or other similar process and such holder may destroy any original document so reproduced. Each Guarantor agrees and stipulates that, to the
extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made
by such holder in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 15.8 shall not prohibit any Guarantor or any other holder of
Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. A facsimile or electronic transmission of the signature page of a
Guarantor shall be as effective as delivery of a manually executed counterpart hereof and shall be admissible into evidence for all purposes. 

  
 -15-









	SECTION	  16. LIMITATIONS WITH RESPECT TO LIECHTENSTEIN GUARANTORS.


 The amounts payable according to the terms of this Guarantee Agreement by a Guarantor incorporated under the
laws of Liechtenstein (each, a “Liechtenstein Guarantor”) are limited as follows: 
 If a payment in fulfillment
of the Guaranteed Obligations would, at the time of payment is due, not be permitted under Art. 545(2) of the Liechtenstein Company Act (Personen- und Gesellschaftsrecht) or similar provisions prohibiting capital repayment or restricting
profit distributors, then such Guaranteed Obligations and payment amounts are limited to the amount permitted to be paid in accordance with such provisions. 
 Such limited amount shall, however, at no time be less than the distributable net assets (verfügbarer Reingewinn) available for distribution to the shareholders of the respective Liechtenstein
Guarantor in accordance with Art. 545(2) of the Liechtenstein Company Act (Personen- und Gesellschaftsrecht) and the provisions of its articles of association and by-laws (net of taxes, if applicable) at any time payment under or pursuant to
this Guarantee Agreement is requested from the respective Liechtenstein Guarantor (from time to time, each a “Liechtenstein Minimum Guarantee Amount”). 
 The limitations set out herein (as may apply) shall not (generally or definitively) free the Liechtenstein Guarantor from payment obligations hereunder in excess thereof, but merely postpone the payment
date thereof until such times as payment is again possible in accordance with the above mentioned limitations. 
 In order to
allow the holders to obtain the maximum benefit under and of this Guarantee Agreement, the Liechtenstein Guarantor undertakes to promptly implement all such measures and/or to promptly procure the fulfilment of all prerequisites allowing it to make
the (requested) payment(s) hereunder, including the following 
  

	 	(a)	preparation of an audited interim balance sheet (geprüfter Zwischenabschluss) of the Liechtenstein Guarantor; 


 

	 	(b)	confirmation of the auditors of the relevant Liechtenstein Guarantor that the relevant Liechtenstein Minimum Guarantee Amount represents (the maximum of) freely
distributable profits (verfügbarer Reingewinn); 

  

	 	(c)	approval by a shareholder(s) meeting (Gründerrechtsversammlung) of the Liechtenstein Guarantor of the (resulting) profit distribution in the amount of the
Minimum Guarantee Amount; and 

  

	 	(d)	all such other measures necessary or useful to allow the Liechtenstein Guarantor to make the payments agreed hereunder with a minimum of limitation, including the
conversion of unnecessary restricted reserves into distributable reserves. 


  
 -16-








 For avoidance of doubt, the limitations hereinbefore referred to shall not lead to an obligation of the
Liechtenstein Guarantor to decrease its statutory capital (Anstaltskapital) or statutory reserves (statutarischer Reservefonds). 
 [Signature Pages to Follow] 

  
 -17-








 IN WITNESS WHEREOF, each Guarantor has caused this Guarantee Agreement to be duly executed
and delivered as of the date and year first above written. 
  

			
	[VARIATION]
		
	By:	 	 
		 	 Name:

Title:









 EXHIBIT A 

GUARANTOR SUPPLEMENT 
 THIS GUARANTOR SUPPLEMENT (the “Guarantor Supplement”), dated as of [            ,
20        ] is made by [            ], a [            ] (the “Additional
Guarantor”), in favor of the holders from time to time of the Notes issued pursuant to the Note Agreement described below: 
 PRELIMINARY STATEMENTS: 
 I. Pursuant to the
Note Purchase and Guarantee Agreement dated as of December 27, 2012 (as amended, modified, supplemented or restated from time to time, the “Note Agreement”), by and among Chicago Bridge & Iron Company (Delaware), a
Delaware corporation (the “Company”) and 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 the Persons listed on the signature pages thereto (the “Purchasers”), the Company has issued and sold (i) U.S.$150,000,000 aggregate principal amount of its 4.15% Senior Notes, Series A,
due December 27, 2017 (the “Series A Notes”), (ii) U.S.$225,000,000 aggregate principal amount of its 4.57% Senior Notes, Series B, due December 27, 2019 (the “Series B Notes”);
(iii) U.S.$275,000,000 aggregate principal amount of its 5.15% Senior Notes, Series C, due December 27, 2022 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes,
Series D, due December 27, 2024 (the “Series D Notes”). The Series A Notes, Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as the “Initial
Notes.” The Initial Notes and any other Notes that may from time to time be issued pursuant to the Note Agreement (including any notes issued in substitution for any of the Notes) are herein collectively called the “Notes” and
individually a “Note”. 
 II. The Obligors are required pursuant to the Note Agreement to cause the Additional
Guarantor to deliver this Guarantor Supplement in order to cause the Additional Guarantor to become a Guarantor under the Subsidiary Guarantee Agreement dated as of December 27, 2012 executed by certain Subsidiaries of the Obligors (together
with each entity that from time to time becomes a party thereto by executing a Guarantor Supplement pursuant to Section 15.1 thereof, collectively, the “Guarantors”) in favor of each holder from time to time of any of the Notes
(as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guarantee Agreement”). 
 III. The Additional Guarantor has received and will receive substantial direct and indirect benefits from the Obligors’ compliance with the terms and conditions of the Note Agreement and the Notes
issued thereunder. 






 IV. Capitalized terms used and not otherwise defined herein have the definitions set forth
in the Note Agreement. 
 NOW THEREFORE, in consideration of the funds advanced to the Company by
the Purchasers under the Note Agreement and to enable the Obligors to comply with the terms of the Note Agreement, the Additional Guarantor hereby covenants, represents and warrants to the holders as follows: 

The Additional Guarantor hereby becomes a Guarantor (as defined in the Guarantee Agreement) for all purposes of the
Guarantee Agreement. Without limiting the foregoing, the Additional Guarantor hereby (a) jointly and severally with the other Guarantors under the Guarantee Agreement, guarantees to the holders from time to time of the Notes the prompt payment
in full when due (whether at sated maturity, by acceleration or otherwise) of all Guaranteed Obligations (as defined in Section 1 of the Guarantee Agreement) in the same manner and to the same extent as is provided in the Guarantee Agreement,
(b) accepts and agrees to perform and observe all of the covenants set forth therein, (c) waives the rights set forth in Section 3 of the Guarantee Agreement, (d) agrees to perform and observe the covenants contained in
Section 8 of the Guarantee Agreement, (e) makes the representations and warranties set forth in Section 9 of the Guarantee Agreement and (f) waives the rights, submits to jurisdiction, and waives service of process as described
in Section 15.6 of the Guarantee Agreement. 
 Notice of acceptance of this Guarantor Supplement and of the
Guarantee Agreement, as supplemented hereby, is hereby waived by the Additional Guarantor. 
 The address for
notices and other communications to be delivered to the Additional Guarantor pursuant to Section 14 of the Guarantee Agreement is set forth below. 
 [Add other relevant provisions as necessary.] 
 IN
WITNESS WHEREOF, the Additional Guarantor has caused this Guarantor Supplement to be duly executed and delivered as of the date and year first above written. 

  
 A-2








  

			
	[NAME OF GUARANTOR]
		
	By:	 	 
		 	 Name:

Title:



  

	
	Notice Address for such Guarantor
	
	  
	
	  
	
	  


  
  

 

  
 A-3








 FORM OF OPINION OF
SPECIAL U.S. COUNSEL 
 FOR THE OBLIGORS
AND THE INITIAL MATERIAL SUBSIDIARY GUARANTORS 

Attached. 
 Separately
provided. 

  

EXHIBIT 4.4(a)(i) 
 (to Note Purchase and Guarantee Agreement) 







 FORM OF OPINION OF
SPECIAL DUTCH COUNSEL 
 FOR THE
PARENT GUARANTOR 
 Attached. 
 Separately provided. 

  

EXHIBIT 4.4(a)(ii) 
 (to Note Purchase and Guarantee Agreement) 







 FORM OF OPINION OF
SPECIAL COUNSEL 
 TO THE PURCHASERS

 Separately provided. 

  

EXHIBIT 4.4 (b) 
 (to Note Purchase and Guarantee Agreement) 







 FORM OF OPINION OF
SPECIAL COUNSEL 
 TO THE ESCROW
AGENT 
 Attached. 
 Separately provided. 

  

EXHIBIT 4.4(c) 
 (to Note Purchase and Guarantee Agreement) 







 ESCROW AGREEMENT 
 This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of December 27, 2012, by
and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), the purchasers named in Schedule A
attached hereto (collectively, the “Purchasers”, and individually, a “Purchaser”), and COMPUTERSHARE TRUST COMPANY, N.A., not in its individual
capacity but solely in the capacity as escrow agent for the Company and the Purchasers (in such capacity, the “Escrow Agent”, and together with the Company and the Purchasers, sometimes referred to individually, as a
“Party” or collectively, as the “Parties”). 
 WHEREAS, pursuant to that
certain Note Purchase and Guarantee Agreement dated as of December 27, 2012 (as the same may be amended or modified from time to time pursuant thereto, the “Note Purchase Agreement”), by and among the Purchasers, the
Company, and Chicago Bridge & Iron Company N.V., a corporation incorporated under the laws of The Netherlands, as parent guarantor, the Company is issuing, in a private placement, $800,000,000 in aggregate principal amount of its senior
notes (the “Notes”) in the respective denominations, coupon rates and tenor set forth in the Note Purchase Agreement and in Schedule A hereto; 
 WHEREAS, the Note Purchase Agreement provides that the proceeds of the Notes shall be funded into an escrow account to be established in accordance with the terms of this Agreement and the Company
and the Purchasers desire to use an escrow agent to provide certain escrow functions in connection with the proceeds from the sale and purchase of the Notes; 
 WHEREAS, the Company and the Purchasers wish to engage the Escrow Agent to act, and the Escrow Agent is willing to act, as escrow agent hereunder and, in that capacity, to hold, administer and
distribute the amounts deposited in escrow hereunder in accordance with, and subject to, the terms of this Agreement and to enter into the Account Control Agreement (as such term is defined below) with the Approved Bank (as such term is defined
below) on behalf of the Purchasers; and 
 WHEREAS, the Parties acknowledge and agree that the Escrow Agent shall appoint
its affiliate, Computershare Shareowner Services LLC (“CSS”), to perform certain of the Escrow Agent’s duties hereunder, including but not limited to processing of all payments received or made by or on behalf of the
Parties, but that the Escrow Agent shall remain liable and responsible for the actions of CSS and the performance of such duties; 
 NOW THEREFORE, in consideration of the foregoing and of the mutual covenants set forth herein, the parties hereto agree as follows: 
 1. Appointment. The Company and the Purchasers hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under
the express terms and conditions set forth herein. 






 2. Fund. 
 (a) At a closing (the “Closing”) on December 27, 2012 (the “Closing Date”), pursuant to the terms and subject to the conditions of the Note Purchase
Agreement, the Company will issue the Notes to the Purchasers against receipt of the purchase price therefor in immediately available funds, which receipt the Company has agreed and directed the Purchasers to wire transfer in immediately available
funds to the Escrow Agent the full purchase price of the Notes to be purchased by such Purchaser; the aggregate purchase price of all of the Notes being $800,000,000. The Company and the Purchasers hereby authorize the Escrow Agent to accept wire
transfers from the Purchasers on the Closing Date in respect of the payment of the purchase price for the Notes, and upon receipt of such purchase price in the aggregate amount of $800,000,000, such funds shall constitute the escrow deposit (the
“Escrow Deposit”). Upon receipt of the Escrow Deposit, the Escrow Agent shall (i) acknowledge such receipt in writing (which may be by means of electronic mail to respective counsel for the Company and the Purchasers) to
the Company and the Purchasers (and Chapman and Cutler LLP, as the Purchasers’ special counsel), (ii) thereafter hold the Escrow Deposit and, subject to the express terms and conditions hereof, invest and reinvest the Escrow Deposit and
the proceeds thereof (such Escrow Deposit and the proceeds thereof shall be defined as the “Fund”) in the Deposit Account (as such term is defined below), as expressly provided in Section 3, and (iii) subject to the
express terms and conditions of this Agreement, distribute the Fund as provided in Section 4. 
 (b) Other than funds
distributed in accordance with the express provisions of Section 4, each Party hereby agrees and acknowledges that the Fund shall at all times be subject to an Account Control Agreement (as such term is defined below), and the Fund shall not be
permitted to be withdrawn for any reason other than in accordance with the express provisions set forth in Section 4. 

(c) The Notes to be purchased by each Purchaser, at a price equal to 100% of the aggregate principal amount of such Notes, are described
in the Note Purchase Agreement and on Schedule A hereto. On the Closing Date, the Escrow Agent shall promptly notify the Company and the Purchasers of any discrepancy between the amounts set forth on Schedule A hereto, which represent the expected
amounts to be received on the Closing Date as payment of the purchase price of the Notes from each Purchaser, and the amounts actually received by the Escrow Agent from each such Purchaser. 
 3. Investment of Fund. 
 (a) The Escrow Agent is hereby authorized and
directed to deposit and hold the Escrow Deposit and any other funds or cash in the Fund in a demand deposit account (the “Deposit Account”) at The Bank of New York Mellon (an “Approved
Bank”), such Deposit Account specifically designated in the name of the Escrow Agent, not individually but solely in its capacity as escrow agent for the Company and Purchasers pursuant to this Agreement. The Escrow Agent
shall apply a credit to the Deposit Account at an annual rate equal to 20 basis points on the average daily balance of the Fund, but the Fund shall not be otherwise invested. In connection with the deposit of the Escrow Deposit into the Deposit
Account: (i) (A) the Company, (B) the Escrow Agent, on its behalf and on behalf of the Purchasers (as the “Control 

  
 2 







 
Party” and as such term is defined in the Account Control Agreement), and (C) the Approved Bank shall prior to, or on, the Closing Date enter into an account control
agreement for the Deposit Account (an “Account Control Agreement”), which Account Control Agreement shall be in a scope, form and substance reasonably acceptable to the Purchasers in all relevant respects, and (ii) the
Escrow Agent hereby grants a security interest in the Deposit Account to Control Party to secure its payment and performance obligations pursuant to this Agreement, including its obligation to disburse Fund amounts pursuant to Sections 4(b),
(c) and (j) hereof; provided, that once the conditions set forth herein for disbursement of the Fund are met, Escrow Agent may disburse the Funds in accordance with the terms of this Agreement free of such security interest. The Fund and
any income, if any, earned on the Fund shall at all times remain in the Deposit Account, unless disbursed in accordance with the terms of Section 4 hereof. The Escrow Agent shall have no duty, power, responsibility or obligation to invest or
deposit all or any part of the Fund other than in accordance with this Section 3(a). The Escrow Agent shall deliver to the Company and the Purchasers a schedule of all amounts held in the Deposit Account and shall provide both the Company and
the Purchasers with copies of all statements relating to such Deposit Account at such time as statements are prepared by the Approved Bank holding the Deposit Account, but no less often than one (1) time per month. The Escrow Agent covenants
that it will not invest or deposit all or any portion of the Escrow Deposit in any general account of the Escrow Agent or in any account in which funds other than the Escrow Deposit may be, are, or otherwise able to be, transferred, deposited,
withdrawn or commingled. The Deposit Account shall hold the Escrow Deposit and all other funds constituting the Fund. The Escrow Agent will not provide any investment advice in connection with this Agreement. 

(b) The amounts held in custody by the Escrow Agent pursuant to this Agreement are held by the Escrow Agent at the sole risk of the
Company and, without limiting the generality of the foregoing, the Escrow Agent shall have no responsibility or liability for any diminution of the amount of the Fund which may result from any deposits made pursuant to this Agreement, including any
losses resulting from a default by an Approved Bank or any other credit losses (whether or not resulting from such default) or other losses on any deposit required to be liquidated in order to make a payment required hereunder, absent the negligence
or willful misconduct of the Escrow Agent. The Company and the Purchasers acknowledge and agree that the Escrow Agent is acting prudently and at their direction when depositing the Escrow Deposit, or any portion thereof, at any Approved Bank in
accordance with the terms hereof, and the Escrow Agent is not required to make any further inquiries in respect of any Approved Bank. 
 (c) The Parties hereby agree and intend this Agreement to create and constitute a binding escrow, in accordance with the provisions of this Agreement, under the applicable laws of the State of New York
(as set forth in Section 14(b) hereof), and the Escrow Agent hereby disclaims any and all rights, title (both legal and equitable) and interest (including, without limitation, any contingent interest) in and to the Fund, or any proceeds
thereof, including any portion of the Fund, or any proceeds thereof, held in the Deposit Account or held by Escrow Agent prior to transfer to the Deposit Account. Prior to the disbursement of the Fund pursuant to the terms of Section 4 of this
Agreement, the Escrow Agent hereby acknowledges and agrees that (i) it has no legal and equitable title to the Fund, or any proceeds thereof, including any portion of the Fund, or any proceeds thereof, held in the Deposit Account, shall remain
vested in the Company and, to the extent of the rights set forth in this Agreement, the Purchasers, and not the 

  
 3 







 
Escrow Agent, and (ii) the Escrow Agent is only maintaining a possessory interest in the Fund and the proceeds thereof, including any portion of the Fund, or any proceeds thereof, held in
the Deposit Account or held by Escrow Agent prior to transfer to the Deposit Account, solely for the purposes of performing its obligations as agent pursuant to this Agreement. The Escrow Agent hereby agrees and affirms that, under this Agreement,
it is not acquiring any legal or equitable title, interest (including, without limitation, any contingent interest) or any other property or ownership interest in and to the Fund, or in any proceeds thereof, including any portion of the Fund, or any
proceeds thereof, held in the Deposit Account or held by Escrow Agent prior to transfer to the Deposit Account. 
 4. Release from
Escrow. 
 (a) The Company and the Purchasers intend and agree that the Fund shall be fully and finally disbursed by Escrow
Agent pursuant to Section 4(b), Section 4(c) or Section 4(j) hereof and Control Party shall have no authority to direct the Approved Bank to disburse amounts from the Deposit Account except pursuant to and in accordance with the
express terms of Section 4(b), Section 4(c) or Section 4(j) hereof. 
 (b)  (i) Upon receipt by the
Escrow Agent of a written notice from the Company, substantially in the form of Schedule 1 hereto (a “Termination Notice”), signed by a Senior Officer (as herein defined) of the Company, the Escrow Agent shall promptly
send a notice to each Purchaser in writing (and include a copy of the Termination Notice received by the Escrow Agent to each Purchaser) stating that the Escrow Agent has received a Termination Notice from the Company and, absent the Escrow
Agent’s receipt, within five (5) Business Days following its sending of a Termination Notice to each Purchaser, of a written notice from a Purchaser that the amount set forth in the Termination Notice as payable to such Purchaser is
incorrect, which notice shall (1) set forth the correct amount payable to such Purchaser and (2) also be sent to the Company (an “Objection Notice”), the Escrow Agent will disburse from the Deposit Account to each
Purchaser, on the Termination Event Prepayment Date designated in such Termination Notice as follows: first, an amount equal to the aggregate principal amount of such Purchaser’s Notes (as set forth on Schedule A hereto), second,
any applicable accrued and unpaid interest on the Notes to the date of such Termination Event Prepayment Date (to the extent available in the Fund), and, third, the applicable premium due on the Notes on the Termination Event Prepayment Date,
equal to 0.5% of the aggregate principal amount of the Notes (to the extent available in the Fund), such disbursement to be made pursuant to the wire instructions set forth on said Schedule A hereto with respect to each Purchaser, respectively. Upon
receipt of an Objection Notice, the Company shall promptly work with the Purchaser or Purchasers sending such notice to reconcile the amount due to such Purchaser and, upon agreement between the Company and such Purchaser, the Company shall send to
the Escrow Agent a written statement containing the correct amount to be paid to such Purchaser (a “Correction Notice”). If the Escrow Agent receives one or more Objection Notice(s), then the Escrow Agent shall not disburse
any amounts pursuant to this Section 4(b)(i) until the Escrow Agent receives a corresponding Correction Notice for each Objection Notice received. If the Fund shall be insufficient to pay in full the aggregate amount described in this
Section 4(b)(i) for each Purchaser, then the Escrow Agent will disburse the Fund ratably to each Purchaser, without priority of any one Purchaser over another, in the proportion that (A) the amount of obligations


  
 4 







 
owing to each such Purchaser, bears to (B) the aggregate amount of such obligations owing to all such Purchasers. The Termination Notice and any Correction Notice delivered to the Escrow
Agent shall contain the amounts to be paid to the Purchasers pursuant to this Section 4(b)(i). 
 (ii) If the Escrow Agent
receives written notice from any Purchaser that it is requiring the Company to repurchase all of its Notes pursuant to Section 8.8(c) of the Note Purchase Agreement (a “Putting Purchaser”), the Escrow Agent will disburse
from the Deposit Account to each such Putting Purchaser an amount equal to the aggregate principal amount of such Putting Purchaser’s Notes (as reflected on Schedule A hereto), such disbursement to be made pursuant to the wire instructions set
forth on said Schedule A with respect to each Putting Purchaser, respectively, on the Termination Event Purchase Date (as defined in Section 8.8(c) of the Note Purchase Agreement) and set forth in such written notice). In addition, on the
Termination Event Purchase Date, the Company shall independently wire in immediately available funds to each Putting Purchaser all accrued and unpaid interest on the Notes being prepaid on such Termination Event Purchase Date, together with the
applicable premium equal to 0.5% of the aggregate principal amount of the Notes being prepaid on such Termination Event Purchase Date, if the Company shall not have previously deposited an equivalent amount with the Escrow Agent in accordance with
Section 4(b)(iii) or, if the Company shall have deposited such additional amounts with the Escrow Agent in accordance with Section 4(b)(iii), then the Escrow Agent shall disburse such additional amounts to each Putting Purchaser on the
Termination Event Purchase Date in accordance with written instructions from the Company. The Escrow Agent shall promptly notify the Company and the Purchasers of the distribution of all or any portion of the Fund. 

(iii) The Company and the Purchasers acknowledge and agree that the Fund may be insufficient to completely repay the Notes in full at the
Termination Price (as defined in the Note Purchase Agreement), plus accrued and unpaid interest on the aggregate principal amount of the Notes being prepaid, and the Company agrees to make additional deposits to the Deposit Account, or payments to
the respective Purchasers, as the case may be, in immediately available funds, in amount sufficient to so fully repay the Notes at the Termination Price on the applicable prepayment date, together with accrued and unpaid interest on the Notes to the
date of such prepayment. Notwithstanding anything to the contrary in this Agreement, the Escrow Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose it to expense or liability or to a risk
of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it. For the avoidance of doubt, in no event shall the Escrow Agent be required to pay or disburse (or be liable or responsible
for paying or disbursing) any amounts purported to be owed to any Person in excess of the then current balance of the Fund. 

(c) Subject to the limitations set forth in Section 4(f) hereof, upon receipt by the Escrow Agent of a written notice from the
Company, substantially in the form of Schedule 2 hereto (a “Closing Notice”), signed by a Senior Officer of the Company, the Escrow Agent shall (i) notify the Purchasers that the Escrow Agent has received a
Closing Notice, (ii) deliver a copy of such Closing Notice to each Purchaser, and (iii) disburse the Fund in the amount and manner specified in such Closing Notice and in accordance with Sections 10 and 11. 

  
 5 







 (d) Beginning on the date that the Escrow Deposit is received by the Escrow Agent and ending
on the date that the Fund is fully and finally disbursed by the Escrow Agent, the Escrow Agent shall provide the Company and, upon its request, any Purchaser with an electronic statement on a daily basis, until instructed otherwise, showing
(i) the total amount of wire transfers received by Escrow Agent for purchase of the Notes to that date, (ii) the amount of wire transfers received by Escrow Agent for purchase of the Notes since the last statement was sent by Escrow Agent,
and (iii) the amount and destination of any transfers of the Escrow Deposit or Fund made by the Escrow Agent. Each of the Purchasers and the Company shall be entitled to inquire by telephone as to the balance of the Fund from time to time.

 (e) All amounts of the Escrow Deposit received by the Escrow Agent are subject to clearance time, and the funds represented
cannot be transferred by Escrow Agent into the Deposit Account or accrue interest until such time as the same constitutes good and collected funds. 
 (f) Notwithstanding anything to the contrary contained in this Agreement, if: (1) the Escrow Agent shall have received written instructions from Required Holders stating that an Event of Default as
described in Sections 11(h) or 11(i) of the Note Purchase Agreement with respect to any Obligor (as such term is defined in the Note Purchase Agreement) shall have occurred and be continuing, and directing the Escrow Agent to disburse the Fund
to the Purchasers, then the Escrow Agent shall disburse the Fund to the Purchasers in accordance with such written instructions, or (2) Escrow Agent shall have received written notice (a “Default Notice”) from the Required
Holders that a Default or an Event of Default (as such terms are defined in the Note Purchase Agreement) has occurred and is then continuing, then the Escrow Agent shall not disburse any part of the Fund to the Company pursuant to Section 4(c)
or 4(j) of this Agreement. The Required Holders shall simultaneously send to the Company any Default Notice that is sent to the Escrow Agent. Following the delivery of a Default Notice, and after the satisfaction of the conditions set forth in
Section 4(c) hereof, the Escrow Agent shall only disburse to the Company the portion of the Fund in an amount equal to the aggregate principal amount of the Notes of the Purchasers that have given the Escrow Agent written notice that such
Purchaser has waived such Default or Event of Default or such Purchaser agrees that the Company has cured such Default or Event of Default. 
 (g) Upon disbursement of all amounts of the Fund by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 8 and any other provision of this Agreement that
specifically survives termination. 
 (h) As used herein, the term, “Senior Officer” means the any
person holding the title of President, the Chief Executive Officer, the Finance Director, Controller, the Chief Financial Officer, the Chief Operating Officer, General Counsel, or Treasurer. 

(i) Whenever any written notice, instruction or direction is delivered to the Escrow Agent in accordance with this Agreement and in the
form required by this Agreement, the Escrow Agent may rely conclusively on any information, authorization, instruction or direction provided to it in such written notice for the purposes therein stated, without any duty, responsibility or obligation
to confirm or verify the correctness, accuracy or sufficiency thereof, including without limitation any amounts or calculations set forth therein, and shall incur no 

  
 6 







 
liability for any action taken, suffered or omitted to be taken in accordance with such written notice, instruction or direction. 

(j) Subject to the limitations set forth in Section 4(f) and provided that there is not then any Objection Notice outstanding that
has been delivered to Escrow Agent and not been resolved with a corresponding Correction Notice, any amounts remaining in the Fund on September 30, 2013 shall be disbursed by the Escrow Agent to the Company. 

5. Escrow Agent. 
 (a)
The Escrow Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor
chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between the Company, the Purchasers or any other Person in connection herewith, including without
limitation the Note Purchase Agreement, nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements,
even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Note Purchase Agreement, any schedule or exhibit attached to this Agreement, or any other
agreement among the Company, the Purchasers or any other Person, the terms and conditions of this Agreement shall control with respect to the rights, duties, responsibilities and obligations of the Escrow Agent. The Escrow Agent may rely upon and
shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties without
inquiry and without requiring substantiating evidence of any kind. The Escrow Agent may refrain from acting on any demand made by the Company or the Purchasers with respect to the Fund if such demand is not made in strict compliance with the
requirements set forth herein. The Escrow Agent shall not be liable to the Company, the Purchasers, any beneficiary or any other Person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to
the transfer or distribution of the Fund, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with the requirements set forth herein, including but not limited to the requirements set forth in
Section 11 below, and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder and as set forth in Section 11. The Escrow Agent shall be under no duty to inquire into or investigate the
validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments that may be due to it or the Fund, including, without limitation, the Escrow Deposit, nor shall the
Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder, except as expressly required hereunder. 
 (b) The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with the terms hereof except to the extent that Escrow Agent’s gross negligence or
willful misconduct (or negligence, but solely with respect to the Escrow Agent’s handling of the Escrow Deposit hereunder) was the cause of any loss to any Party. The Escrow 

  
 7 







 
Agent may execute any of its powers or perform any of its duties hereunder through affiliates or agents; provided, however, that the Escrow Agent shall remain liable for the action or
inaction of such affiliates or agents as if such action or inaction was performed by the Escrow Agent. The Escrow Agent may consult with legal counsel selected and retained by it (who may be an employee of the Escrow Agent) and the advice of such
counsel or any legal opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. In the event that the Escrow Agent shall
be uncertain or believe there is some ambiguity as to its duties or rights hereunder, or if the Escrow Agent shall receive instructions, claims or demands from the Company or any Purchaser which, in its opinion, breach any of the provisions of this
Agreement, it shall notify the Company and the Purchasers and shall thereafter be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow, subject at all times to effective Account
Control Agreement, until it shall be given a direction in writing by the Company and the Purchasers, as applicable, which eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent, including but not limited to written directions
delivered by the Company and the Purchasers, or is given a direction by a final and non-appealable order or judgment of a court of competent jurisdiction. The Company and the Purchasers agree to pursue any redress or recourse in connection with any
dispute without making the Escrow Agent a party to the same, except to the extent necessary to resolve the dispute. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental,
punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Any
liability of the Escrow Agent under this Escrow Agreement will be limited to an amount equal to $100,000. 
 6. Succession. 

(a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving sixty (60) days advance notice
in writing of such resignation to the Company and the Purchasers specifying a date when such resignation shall take effect. The Escrow Agent may be removed (i) with cause by either the Company or the Purchasers holding at least a majority of
the aggregate principal amount of the Notes, as reflected on Schedule A hereto (the “Required Holders”), or (ii) without cause by the Required Holders and the Company. Except as expressly provided herein, the Escrow
Agent may not otherwise assign, delegate or sub-contract Escrow Agent’s duties and obligations hereunder. In the event Escrow Agent provides such notice of resignation to the Company and the Purchasers, or if the Escrow Agent shall be removed
by the Required Holders, the Company and the Required Holders shall promptly select (unless a Default or an Event of Default (as such terms are defined in the Note Purchase Agreement) has occurred and is then continuing, in which case the Company
shall not have the right to participate in the selection of a replacement escrow agent) and engage a successor escrow agent pursuant to a substitution agreement whereby the successor escrow agent agrees to become escrow agent hereunder (with prompt
written notice thereof to the Escrow Agent), which successor escrow agent must have a net worth and experience reasonably satisfactory to the Required Holders. Upon receipt of such notice, the Escrow Agent shall transfer the Fund to the successor
escrow agent, at which time the Escrow Agent’s obligations hereunder shall cease and 

  
 8 







 
terminate, but the provisions of this Agreement that expressly survive termination, including but not limited to Section 8 hereof, shall continue in full force and effect. If the Company and
the Required Holders have failed to appoint a successor escrow agent prior to the expiration of sixty (60) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the
appointment of a successor escrow agent or deposit the Fund with such court, and any such resulting appointment shall be binding upon all of the Parties hereto. If no successor escrow agent is appointed following the expiration of the sixty
(60) day notice period, the Escrow Agent’s sole responsibility after such sixty (60) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) at all times subject to an effective Account
Control Agreement and to deliver the same to a designated substitute escrow agent, if any, or any court of competent jurisdiction, which Fund shall be subject at all times to an effective Account Control Agreement, or otherwise in accordance with
the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, but the provisions of this Agreement that expressly survive
termination, including but not limited to Section 8 hereunder, shall continue in full force and effect. 
 (b)
Notwithstanding anything to the contrary contained herein, any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be
transferred, shall be the Escrow Agent under this Agreement without further act. 
 7. Compensation and Reimbursement. The Company agrees
to (a) pay the Escrow Agent (and any successor escrow agent) all reasonable compensation for the services to be rendered hereunder as described in Schedule 4 hereto, and (b) pay or reimburse the Escrow Agent for all reasonable expenses and
disbursements, including, without limitation reasonable attorney’s fees and expenses, incurred or made by it in connection with the negotiation, preparation, execution, delivery and performance of this Agreement. The Company also agrees to pay
or reimburse the Escrow Agent (and any successor escrow agent) for all reasonable expenses and disbursements, including, without limitation reasonable attorney’s fees and expenses, incurred or made by it in connection with any amendments,
waivers , modifications, consents or termination under or in respect of this Agreement, including, without limitation, the costs and expenses incurred in enforcing or defending any rights under this Agreement. Neither the Escrow Agent nor any
successor escrow agent shall have a lien on, or any right to deduct from, the Fund, or proceeds thereof, for any sums owed to it under this Agreement, including, without limitation, the costs and expenses incurred in enforcing or defending any
rights under this Agreement or any other agreement or instrument. The Parties hereto acknowledge that the obligations set forth in this Section 7 shall survive the resignation, replacement or removal of the Escrow Agent or the termination of
this Agreement. 
 8. Indemnity. The Company shall indemnify, defend and save harmless the Purchasers and the Escrow Agent and its
affiliates and their respective successors, agents, assigns, directors, officers, managers, attorneys, accountants, experts, and employees (individually, each an “Indemnitee” and collectively, the
“Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including, without limitation,
the reasonable fees and expenses 

  
 9 







 
of outside counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively “Losses”) arising out of or in connection
with (i) the Escrow Agent’s preparation, negotiation, acceptance, administration, exercise, execution, delivery and performance of its duties under this Agreement, including but not limited to any and all tax reporting or withholding, and
including but not limited to Losses incurred as a result of the enforcement of any rights or remedies under or in connection with this Agreement, or as may arise by reason of any act, omission or error of the Indemnitees, except in the case of any
Indemnitee to the extent that such Losses are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of such Indemnitee, or (ii) its following any instructions or
other directions, whether joint or singular, from the Company or the Purchasers or the Required Holders, except to the extent that its following any such instruction or direction constitutes gross negligence or willful misconduct (each as finally
adjudicated by a court of competent jurisdiction). Except for indemnification obligations related to third party claims pursuant to this Section 8, no Party shall be liable for any incidental, indirect, special or consequential damages of any
nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages. The Parties hereto acknowledge that the indemnity
obligations set forth in this Section 8 shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement. 
 9. Patriot Act Disclosure/Taxpayer Identification Numbers/Tax Reporting. 

(a) Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any Person that opens a new account with it. Accordingly, the Company and the
Purchasers acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the Company and each of the Purchaser’s
identity, including without limitation, name, address and organizational documents (“identifying information”). The Company and each of the Purchasers agree to provide the Escrow Agent with and consent to the Escrow Agent
obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent. 
 (b) Certification and Tax Reporting. The Company and the Purchasers agree to provide the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8
or Form W-9 upon the execution of this Agreement. The Company and the Purchasers understand that, in the event their tax identification numbers are not certified to the Escrow Agent, the Internal Revenue Code, as amended from time to time, may
require withholding of a portion of any interest or other income earned on the investment of the Fund. The Company and each of the Purchasers agree to instruct the Escrow Agent in writing with respect to the Escrow Agent’s responsibility for
any required withholding and other taxes, assessments or other governmental charges, and to instruct the Escrow Agent with respect to any certifications and governmental reporting that may be required under any laws or regulations that may be
applicable in connection with its acting as Escrow Agent under this Agreement, and until such written instructions are received by the Escrow Agent, the Escrow Agent shall have no 

  
 10 








 
duties or responsibilities relating thereto. The Company hereby represents and warrants to the Escrow Agent that (i) there is no sale or transfer of a United States Real Property Interest as
defined under IRC Section 897(c) in the underlying transaction giving rise to this Agreement; and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or
original issue discount to the IRS or other taxing authority. 
 10. Notices. All communications hereunder shall be in writing and except
for communications from the Parties setting forth, claiming, containing, objecting to, or in any way related to, the transfer or distribution of funds, including but not limited to funds transfer instructions (all of which shall be specifically
governed by Section 11 below), shall be deemed to be duly given after it has been received and the receiving party has had a reasonable time to act upon such communication if it is sent or served: 

 

	 	(a)	by facsimile; 


	 	(b)	by overnight courier; or 


	 	(c)	by prepaid registered mail, return receipt requested; 

 to the appropriate notice address set forth below or at such other address as any party hereto may have furnished to the other parties in writing by registered mail, return receipt requested. 

 

			
	If to the Company:	  	Chicago Bridge & Iron Company (Delaware)
		  	One CB&I Plaza
		  	2103 Research Forest Drive
		  	The Woodlands, Texas 77380
		  	Attention: Ronald Ballschmiede,
		  	                    Managing Director & Chief Financial
Officer
		  	Telephone No.: (832) 513-1000
		  	Facsimile No.:   (832) 513-1092
		
	With a copy to:	  	Fulbright & Jaworski L.L.P.
		  	1301 McKinney Street, Suite 5100
		  	Houston, Texas 77010-3095
		  	Attention: David S. Peterman
		  	Facsimile No.: (713) 651-5246
		  	Email: dpeterman@fulbright.com
		
	If to Purchasers:	  	If to any Purchaser or any Person designated in writing to the
		  	Escrow Agent by a Purchaser as its nominee, to such Purchaser or
		  	nominee at the address specified for such communications in
		  	Schedule A hereto, or at such other address as such Purchaser or
		  	nominee shall have specified to the Company and the Escrow
		  	Agent in writing;
		
	With a copy to:	  	Chapman and Cutler LLP


  
 11 









			
		  	111 West Monroe Street
		  	Chicago, Illinois 60603
		  	Attention: James R. Nelson
		  	Facsimile No.: (312) 516-1498
		  	Email: jnelson@chapman.com
		
	If to the Escrow Agent:	  	Computershare Trust Company, N.A.
		  	350 Indiana Street, Suite 750
		  	Golden, Colorado 80401
		  	Attention: John Wahl / Rose Stroud
		  	Facsimile No. (303) 262-0608
		
	With a copy to:	  	Computershare Trust Company, N.A.
		  	480 Washington Boulevard
		  	Jersey City, New Jersey 07310
		  	Attention: Legal Department
		  	Facsimile No.: (201) 680-4610

 Notwithstanding the above, in the case of communications delivered to the Escrow Agent, such communications shall be
deemed to have been given on the date received by an officer of the Escrow Agent or any employee of the Escrow Agent who reports directly to any such officer at the above-referenced office. For purposes of this Agreement, “Business
Day” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth above is authorized or required by law or executive order to remain closed. 

11. Security Procedures. 

(a) Notwithstanding anything to the contrary as set forth in Section 10, any communications setting forth, claiming, containing,
objecting to, or in any way related to, the transfer or distribution of the Fund, including but not limited to, any notice described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile, and no
instruction for or related to the transfer or distribution of the Fund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such communication by facsimile at the number provided to
the Company and/or the Purchasers or Required Holders, respectively, by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. Any communications setting forth, claiming, containing,
objecting to, or in any way related to, the transfer or distribution of or amount of the Fund, other than one given pursuant to Section 4(b) or 4(c), made pursuant to this Agreement must contain a written statement identifying the nature of,
and basis for, such communication, and the express provision of this Agreement that permits it to be given and to be recognized. 
 (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the Person
or Persons designated on Schedule 3 hereto, and the Escrow Agent may 

  
 12 








 
rely upon the confirmation of anyone purporting to be the Person or Persons so designated. The Persons and telephone numbers for call-backs may be changed only in a writing actually received and
acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 3, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of
such instructions by telephone call-back to any one or more of the respective Senior Officers of the Company and the Purchasers as the Escrow Agent may select. Such Senior Officer shall deliver to the Escrow Agent a fully executed incumbency
certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. 
 (c) The Parties
agree and acknowledge that the security procedures set forth in this Section 11 are commercially reasonable. 
 12. Compliance with
Court Orders. Notwithstanding anything contained herein to the contrary, in the event that any escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a
court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs,
orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree
it shall not be liable to any of the parties hereto or to any other person, business entity, firm, partnership, limited liability company, corporation or trust (a “Person”), by reason of such compliance notwithstanding if
such writ, order or decree is subsequently reversed, modified, annulled, set aside or vacated. 
 13. Account Control Agreement.

 (a) The Purchasers hereby authorize and direct the Escrow Agent to enter into the Account Control Agreement as the
“customer” of the Approved Bank with respect to the Deposit Account and as agent for and on behalf of the Purchasers as the “control party” thereunder (the Escrow Agent in its capacity as such “control party” is
hereinafter referred to as “Control Party”). If the Control Party receives a written request for a consent to any amendment, modification, consent, waiver or supplement under the Account Control Agreement, the Control Party shall forthwith
send a written notice of such proposed amendment, modification, consent, waiver or supplement, to each Purchaser and to the Company (a “Proposed Amendment Request”). The Control Party shall request from the Purchasers
directions as to (a) whether or not to take or refrain from taking any action under the Account Control Agreement with respect to such Proposed Amendment Request, and (b) whether or not to give or execute any waivers, consents, amendments,
modifications or supplements to the Account Control Agreement with respect to such Proposed Amendment Request. The Control Party shall only take such action with respect to such Proposed Amendment Request, as is set forth in written directions
delivered by all of the Purchasers, and shall refrain from taking any action with respect to the Account Control Agreement until written directions are delivered by all of the Purchasers. 

  
 13 








 (b) By delivering written instructions to the Control Party, the Required Holders shall have
the right to direct (a “Direction”) the Control Party with respect to the time, method and place of any proceeding for any remedy available to the Control Party that it wishes the Control Party to conduct, or the exercising
any power conferred on the Control Party under the Account Control Agreement; provided that the Control Party shall not be obligated to consent to or take any action with respect to any such Direction if thereby the Control Party believes
that it would incur additional expenses, or be subject to any additional responsibilities, duties, liabilities, obligations or risk. Upon any application or request by the Required Holders to the Control Party to take any Direction under any
provision of the Account Control Agreement, the Required Holders shall furnish to the Control Party an instrument in writing describing the Direction such Required Holders request the Control Party to take. 

14. Miscellaneous. 
 (a)
The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by all of the Parties. Neither this Agreement nor any right or interest hereunder may be assigned in whole or in part by
any Party, except as provided in Section 6, without the prior consent of all of the Parties hereto; provided, however, that, for avoidance of doubt, this provision shall not prohibit any Purchaser from transferring any Note held
by such Purchaser, which transfer is made in accordance with the terms of the Note Purchase Agreement, and thereafter such successor holder of such Notes shall be deemed a Purchaser with all rights, obligations and privileges as if such successor
holder were an original signatory hereto; provided that written notice thereof is delivered to the Escrow Agent along with an executed counterpart to this Agreement executed by such transferee, agreeing to be bound by the terms hereof.

 (b) This Agreement shall be governed by and construed under the laws of the State of New York. To the fullest extent
permitted by law, each Party irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents
to the jurisdiction of any court of the State of New York or United States federal court, in each case, sitting in New York, New York. EACH PARTY HERETO TO THE
FULLEST EXTENT PERMITTED BY LAW HEREBY FURTHER WAIVES ANY RIGHT TO A
TRIAL BY JURY WITH RESPECT TO ANY LAWSUIT OR JUDICIAL PROCEEDING
ARISING UNDER OR RELATING TO THIS AGREEMENT. The Escrow Agent shall not be liable to any other Person for losses due to or if it is unable to
perform its obligations under the terms of this Agreement because of acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control; provided, that the
Escrow Agent must, as soon as reasonably practicable, recommence the performance of its obligations under the terms of this Agreement. 
 (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the
Parties may be transmitted by facsimile or other electronic transmission, and such facsimile or other electronic transmission will, for all purposes, be deemed to be the original signature of such Party whose signature it reproduces, and will be
binding upon such Party. 

  
 14 








 (d) If any provision of this Agreement is determined to be prohibited or unenforceable by
reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition
or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. 
 (e) A Person who is not a party to this Agreement shall have no right to enforce any term of this Agreement; except for indemnification rights granted to Indemnitees pursuant to Section 8 hereof.

 (f) Each of Company and the Purchasers severally represents, warrants and covenants, solely for and with respect to itself,
that each document, notice, instruction or request provided by such Party to Escrow Agent shall comply with laws and regulations applicable to it. Where, however, the conflicting provisions of any such applicable law may be waived, they are hereby
irrevocably waived by the parties hereto to the fullest extent permitted by law, to the end that this Agreement shall be enforced as written. 
 (g) Except as expressly provided in Section 8 above, nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the Parties and their respective
successors and permitted assigns (including, without limitation, any subsequent holder of a Note) any legal or equitable right, remedy, interest or claim under or in respect of this Agreement or any funds escrowed hereunder. 

(h) For the avoidance of doubt, notwithstanding anything herein to the contrary, the Company’s obligation to repay the Notes shall
not be diminished, reduced or otherwise affected by any diminution of the amount of the Fund which may result from any deposits made pursuant to this Agreement, whether or not resulting from the negligence or willful misconduct of the Escrow Agent.

 (i) All Exhibits, Schedules and Annexes attached to this Agreement shall form a part of this Agreement and shall be binding
on the Parties hereto in all respects as though set forth herein this Agreement in full. A term defined in this Agreement shall have the meaning assigned to it, and the definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and
“including”, and words of similar import, shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be interpreted to express a command. The word
“or” is not exclusive. Unless the context requires otherwise, (i) the words “herein,” “hereof” and “hereunder,” and words of similar import when
used in this Agreement, shall be construed to refer to this Agreement in its entirety and not to any particular provision thereof and (ii) all references in this Agreement to Sections, Exhibits, Schedules and Annexes shall be construed to refer
to Sections of, and Exhibits, Schedules and Annexes to, this Agreement. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement. 

  
 15 








 [Remainder of Page Left Intentionally Blank; Signatures Commence in Next Page]


  
 16 








 IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the
date set forth above. 
 CHICAGO BRIDGE & IRON COMPANY
(DELAWARE) 
  

			
	By:	 	 
	Name:	 	 
	Title:	 	 

 COMPUTERSHARE TRUST COMPANY, N.A., NOT IN

 ITS INDIVIDUAL CAPACITY, BUT SOLELY IN
THE 
 CAPACITY AS ESCROW AGENT 

 

			
	By:	 	 
	Name:	 	 
	Title:	 	 

 [INSERT PURCHASERS] 
  

			
	By:	 	 
	Name:	 	 
	Title:	 	 

 [Signature Page to Escrow Agreement] 






 SCHEDULE 1 
 Termination Notice 
 Pursuant to Section 4(b) of the Escrow Agreement dated
as of December 27, 2012 (as amended and in effect, the “Agreement”), by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a
Delaware corporation (the “Company”), the initial purchasers named in Schedule A of that certain Note Purchase and Guarantee Agreement more particularly described therein (collectively, the
“Purchasers”, and individually, a “Purchaser”) and COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity but solely in the capacity as
escrow agent (the “Escrow Agent”), the Company hereby notifies the Escrow Agent: 
  

	 	(A)	that [the Transaction Agreement by and among Chicago Bridge & Iron Company N.V., Crystal Acquisition Subsidiary Inc and The Shaw Group Inc., dated as of
July 30, 2012, as amended, has been terminated and is no longer in effect] or [as of the end of day on June 30, 2013, the merger transaction contemplated by the Transaction Agreement by and among Chicago Bridge & Iron Company
N.V., Crystal Acquisition Subsidiary Inc and The Shaw Group Inc., dated as of July 30, 2013, as amended, had not been consummated] or [the Required Holders have given the Company and the Escrow Agent written notice of the existence of a
Default or Event of Default in accordance with Section 4(f) of the Agreement and the Objecting Holders (as defined in the Note Purchase Agreement) have not waived such Default or Event of Default or have not agreed that such Default or Event of
Default has been cured within fifteen (15) Business Days of delivering such written notice]; and 

  

	 	(B)	that the Company will exercise its right to prepay [all of the Notes] or [all of the Notes of the Objecting Holders] pursuant to Section 8.8(b) of the Note
Purchase Agreement and hereby further instructs the Escrow Agent to disburse, on the date designated by the Company as the “Termination Event Prepayment Date”, from the Deposit Account [to each Purchaser identified in Schedule A to
the Agreement the respective amounts payable to such Purchasers in accordance with Section 4(b) to the Agreement pursuant to wire instructions set forth in Schedule A to the Agreement with respect to each such Purchaser] or [to each Objecting
Holder listed in Exhibit A to this Termination Notice the respective amounts payable to such Objecting Holder in accordance with Section 4(b) to the Agreement pursuant to wire instructions set forth in Schedule A to the Agreement with
respect to each such Objecting Holder]. 

 In connection with and furtherance of this Termination Notice and the
exercise by the Company of its right to prepay [all of the Notes] or [all of the Notes of the Objecting Holders] pursuant to Section 8.8(b) of the Note Purchase Agreement, the undersigned officer of the Company does hereby, or within two
Business Days following the date hereof will timely, certify to the Escrow Agent, on behalf of the Company, as follows: 
  

	 	(A)	he/she is a Senior Financial Officer of the Company; 








	 	(B)	the Termination Event Prepayment Date for the Notes is [            ], and [all Notes] or [all
Notes of the Objecting Holders] shall become due and payable, and will be prepaid, on such date; 

  

	 	(C)	the prepayment on the Termination Event Prepayment Date is being made pursuant to Section 8.8(b) of the Note Purchase Agreement; 


 

	 	(D)	 the principal amount of [all Notes] or [all Notes of the Objecting Holders] on the Termination Event Prepayment Date is 100% of the outstanding
principal amount thereof as reflected on Schedule A to this Agreement; 1 


  

	 	(E)	 the Termination Price for [the Notes] or [the Notes of the Objecting Holders] on the Termination Event Prepayment Date is 100.5% of the outstanding
principal amount thereof;2 



 

	 	(F)	 the amount of interest that will be due on [the Notes] or [the Notes of the Objecting Holders], accrued to (but not including) the Termination Event
Prepayment Date is
[$            ];3 


  

	 	(G)	the Escrow Agent is Computershare Trust Company, N.A. and its address is [            ]; and


 [Wiring instructions for [            ]] 

CHICAGO BRIDGE & IRON COMPANY (DELAWARE) 

 

			
	By:	 	 
	Name:	 	
	Title:	 	
		
	Date:	 	

  

	1 	 The Company will specify to Escrow Agent the specific purchase price owed to each such respective Purchaser or Objecting Holder and its Notes.




	2 	 The Company will specify to Escrow Agent the specific Termination Price owed to each such respective Purchaser or Objecting Holder and its Notes.




	3 	 The Company will specify to Escrow Agent the specific amount of accrued and unpaid interest owed to each Purchaser or Objecting Holder and its Notes.









 EXHIBIT A TO TERMINATION
NOTICE 






 Schedule 2 
 Closing Notice 
 Pursuant to Section 4(c) of the Escrow Agreement dated as of
December 27, 2012 (as amended and in effect, the “Agreement”), by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware
corporation (the “Company”), the initial purchasers named in Schedule A of that certain Note Purchase and Guarantee Agreement more particularly described therein (collectively, the “Purchasers”,
and individually, a “Purchaser”) and COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity but solely in the capacity as escrow agent (the “Escrow
Agent”), the Company hereby (A) certifies, represents and warrants to each Purchaser and the Escrow Agent and provides written notice to each Purchaser and the Escrow Agent that, as of the date hereof, which is prior to the
end of day on June 30, 2013, the merger transaction contemplated by the Transaction Agreement by and among Chicago Bridge & Iron Company N.V. (“Parent Guarantor”), Crystal Acquisition Subsidiary Inc and The Shaw
Group Inc. (“Shaw”), dated as of July 30, 2012, as amended (the “Transaction Agreement”), has been consummated or is concurrently being consummated on the date hereof, (B) states that the
representations and warranties set forth on Annex A hereto are true and correct as of the date of this Closing Notice, (C) certifies, represents and warrants that the conditions precedent set forth on Annex A hereto have been
satisfied in full, and (D) instructs the Escrow Agent (1) to release up to $800,000,000 of the Fund from the Deposit Account for payment to Computershare Trust Company, N.A., as Exchange Agent under the Transaction Agreement (in such
capacity, the “Exchange Agent”), by wire transfer pursuant to the wiring instructions designated for the Exchange Agent below and (2) to release the amount of the Fund in excess of $800,000,000 for payment to the Company
by wire transfer pursuant to the wiring instructions designated for it below. 
 [Wiring instructions for the Exchange Agent] 

[Wiring Instructions for the Company] 

CHICAGO BRIDGE & IRON COMPANY (DELAWARE) 

 

			
	By:	 	 
	Name:	 	
	Title:	 	
		
	Date:	 	 







 EXHIBIT A TO CLOSING NOTICE

 (i) There is not currently any Default or Event of Default, not any condition which, with the passage of time, would
constitute a Default or Event of Default under the Transaction Agreement, the Note Purchase Agreement, the Escrow Agreement, any Loan Document or (add other required agreements), unless such Default or Event of Default has been waived or cured in
accordance with Section 4(f) of the Agreement. 
 (ii) The representations and warranties made by or on behalf of Shaw in
the Transaction Agreement and which are material to the interests of the Purchasers (in their capacities as such) shall be true and correct in all material respects (or, with respect to representations already qualified by concepts of materiality,
in all respects) as of the date hereof, but only to the extent that Parent Guarantor has the right to terminate its obligations under the Transaction Agreement or to decline to consummate the Acquisition as a result of a breach of such
representations and warranties in the Transaction Agreement. The Acquisition shall have been, or shall concurrently with the release of the Funds be, consummated in accordance with the terms of the Transaction Agreement, without giving effect to any
amendment, modification, waiver or consent thereunder by Parent Guarantor or any of its affiliates that is materially adverse to the interests of the Purchasers (in their capacities as such) unless such amendment or modification is approved by the
Required Holders (which approval shall not be unreasonably withheld or delayed); provided, that any change in purchase price or any waiver or modification of (x) the condition that Nuclear Energy Holdings, L.L.C. shall have validly
exercised its put rights with respect to all of the Holdco Shares (as defined in the Transaction Agreement) under the put options agreements dated October 13, 2006 (the “Put Options Agreements”) on or prior
to October 6, 2012 or (y) the condition that the E&C Sale (as defined in the Transaction Agreement as of the date hereof) shall have been consummated in accordance with the terms and conditions of the E&C Agreement (as defined in
the Transaction Agreement as of the date of the Purchase Agreement), shall be deemed to be materially adverse to the Purchasers; provided further that any amendment to the Transaction Agreement shall be deemed not to be materially adverse to
the Purchasers. 
 (iii) Since the date of the Transaction Agreement, there shall not have been any event, occurrence, state of
facts, circumstance, condition, effect or change that has had or would be reasonably likely to have, individually or in the aggregate, a Shaw Material Adverse Effect. “Shaw Material Adverse Effect” means any
event, occurrence, state of facts, circumstance, condition, effect, change or combination of the foregoing that (i) has a material adverse effect on the ability of Shaw to consummate the Merger (as defined in the Transaction Agreement) and the
other Transactions (as defined in the Transaction Agreement), or (ii) is material and adverse to the business, results of operations or condition (financial or otherwise) of Shaw and its Subsidiaries, taken as a whole, except to the extent such
material adverse effect under this clause (ii) results from or is attributable to (A) any changes in general United States or global economic conditions (including securities, credit, financial or other capital markets conditions), except
to the extent such changes in conditions have a disproportionate effect on Shaw and its 






 
Subsidiaries, taken as a whole, relative to others in the industries in which Shaw and its Subsidiaries operate, (B) any changes in conditions generally affecting any of the industries in
which Shaw and its Subsidiaries operate, except to the extent such changes in conditions have a disproportionate effect on Shaw and its Subsidiaries, taken as a whole, relative to others in any such industry, (C) any decline in the market price
of the Shaw Common Stock (it being understood that the facts or occurrences giving rise to or contributing to such decline may be deemed to constitute, and be taken into account in determining whether there has been or would be reasonably likely to
be, a Shaw Material Adverse Effect), (D) any failure, in and of itself, by Shaw to meet any internal or published projections or forecasts in respect of revenues, earnings or other financial or operating metrics (it being understood that the
facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, and be taken into account in determining whether there has been or would be reasonably likely to be, a Shaw Material Adverse Effect), (E) any
change in law or GAAP (or authoritative interpretations thereof), except to the extent such changes have a disproportionate effect on Shaw and its Subsidiaries, taken as a whole, relative to others in any industry in which Shaw and any of its
Subsidiaries operate, (F) geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the
date of this Agreement, except to the extent such conditions or events have a disproportionate effect on Shaw and its Subsidiaries, taken as a whole, relative to others in any industry in which Shaw and any of its Subsidiaries operate, (G) any
hurricane, tornado, flood, earthquake or other natural disaster, except to the extent such events have a disproportionate effect on Shaw and its Subsidiaries, taken as a whole, relative to others in any industry in which Shaw and any of its
Subsidiaries operate and (H) the announcement or pendency of the Transactions (including any resulting contract cancellations or restructurings, delays in contract awards or failure to receive pending contract awards). Any capitalized term in
the two definitions referred to in this paragraph is used herein as defined in the Transaction Agreement. 
 (iv) The Purchasers
shall have received: (A) as soon as available and in any event within 90 days (or such shorter period as shall be required by the Securities and Exchange Commission) after the end of the fiscal year ending December 31, 2012 (if the
Transaction Closing Date has not occurred at that time), the consolidated balance sheet of Parent Guarantor as of the end of such fiscal year and related consolidated statements of operations, cash flows and shareholders’ equity, in each case
audited by Ernst & Young LLP; (B) as soon as available and in any event within 45 days after the end of each fiscal quarter after (x) the fiscal year ended August 31, 2011, an unaudited balance sheet and related statements of
operations and cash flows of Shaw for such fiscal quarter and for the elapsed period of the then-current fiscal year and for the comparable periods of the prior fiscal year and (y) the fiscal year ended December 31, 2011, an unaudited
balance sheet and related statements of operations and cash flows of Parent Guarantor for such fiscal quarter and for the elapsed period of the then-current fiscal year and for the comparable periods of the prior fiscal year (such financial
statements described in this clause (B)(y) certified by the chief financial officer or other appropriate officer of Parent Guarantor, the “Quarterly Financial Statements”); and (C) a pro forma balance sheet
and related 






 
statement of operations of Parent Guarantor for the latest four-quarter period ended at least 45 days before the Transaction Closing Date, prepared after giving effect to the Transaction as if
the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other statements of operations) (the “Pro Forma Financial Statements”),
all of which financial statements shall be prepared in accordance with generally accepted accounting principles in the United States and meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulations
of the Securities and Exchange Commission promulgated thereunder applicable to a registration statement under the Securities Act on Form S-1 (excluding Rule 3-09, 3-10 and 3-16 of Regulation S-X but including disclosures that would allow investors
to understand the materiality of the guarantors, non-guarantors, non-consolidated entities and subsidiaries whose stock is pledged). 
 (v)  (a) Immediately after giving effect to the Transaction, on a pro forma basis the Leverage Ratio of Parent Guarantor will be no more than 3.25:1.00, and the chief financial officer of
the Company shall have provided a certificate to that effect including calculations in reasonable detail and (b) such chief financial officer shall have certified that the Pro Forma Financial Statements were prepared in good faith on the basis
of the assumptions stated therein, which assumptions are fair in light of the then existing conditions. Shaw shall have unrestricted cash on hand, as of the Transaction Closing Date immediately prior to giving effect to the Shaw Acquisition, of not
less than $800.0 million. 
 (vi) The Parent Guarantor has received all Material regulatory approvals to consummate the
transactions contemplated by the Transaction Agreement. 
 (vii) All fees and reimbursement of expenses due to the Purchasers
and their special counsel that have been invoiced a reasonable period of time prior to the date of the Transaction Closing Date shall have been paid, in each case. 
 (viii) The officer’s certificates, secretary’s certificates and opinions of counsel required to be delivered pursuant to Sections 4.3 and 4.4 of the Note Purchase Agreement for each Initial
Material Subsidiary Guarantor (without duplication) listed in clauses (A)(1) - (6) and (B)(1) - (4) of the definition of “Initial Material Subsidiary Guarantor” in the Note Purchase Agreement shall be dated the date of Closing. 

(ix) To the extent that the Obligors have not delivered the officer’s certificates, secretary’s certificates and opinions of
counsel for the Subsidiary Guarantors that collectively constitute at least 80% of the Consolidated Total Assets as of date of the most recent fiscal year of the Parent Guarantor for which audited financial statements have been prepared and at least
80% of the consolidated net revenues of the Parent and its Subsidiaries for such year at the time of Closing (as defined in the Note Purchase Agreement), which certificates and opinions are provided for in Sections 4.3 and 4.4 of the Note Purchase
Agreement, the holders shall have received such officer’s certificates, secretary’s certificates and opinions of counsel. 






 Schedule 3 
 Telephone Number(s) and authorized signature(s) for 
 Person(s) Designated to
give and confirm Fund Transfer Instructions 






 Schedule 4 
 Escrow Agent Fee Schedule 
  

					
	 Account Acceptance and Annual Administrative Fee
	  	$	3,000	  

 The above fee includes the following services: 
 • Processing the Escrow Deposits 
 • Verification of the Collection of
Escrow Deposits 
 • For up to             Purchasers

  

					
	 Return of Funds to Purchasers
	  	$	50 each	  

 The above fee is required in the event the following services are required: 

• Check issuance 
 • Calculation of Interest earned and paid to Purchasers 
 • 1099’s
issued to Purchasers 
 • Bank Reconciliation 
 • Stationary and Supply Expense 
 • Out-of-Pocket Expense 

 

					
	 Wire Transfers
	  	$	50 each	  

  

					
	 Checks
	  	$	5 each	  

  

					
	 Out-of-Pocket Expenses
	  	 	At cost	  

 • Included but not limited to: attorney fees, printing, stationary, express mail charges and postage.

 The acceptance, annual and deposit fees are payable at the closing of the escrow. Special or extraordinary
events, such as amendments to the documents or disputes are not included in the above fees, and we reserve the right to charge an additional amount based on the time incurred in handling such events should they occur. Late charges are
1 1/2% per month on outstanding balances owing 45 days from date of invoice. Computershare reserves the right to earn investment fees on escrow funds payable by third-party investment providers and
pursuant to contracts with same.