Third Amendment to the Agreement


 Exhibit 10.4 
 EXECUTED VERSION 
  

 
  

CHICAGO BRIDGE & IRON COMPANY N.V. 

and 

CHICAGO BRIDGE & IRON COMPANY (DELAWARE), 

CBI SERVICES, INC., 
 CB&I, INC. (F/K/A CB&I CONSTRUCTORS, INC.), 

and 
 CB&I
TYLER COMPANY, 
 as Co-Obligors 

BANK OF AMERICA, N.A., 

as Administrative Agent 
 BANK OF AMERICA, N.A., 
 as a Letter of
Credit Issuer 
 JPMORGAN CHASE BANK, N.A., 

as a Letter of Credit Issuer and Joint Book Manager 
 and 
 THE LENDERS 

THIRD AMENDMENT TO THE AGREEMENT 

Dated as of December 21, 2012 
 Re: 
 $125,000,000 Letter of Credit and Term Loan Agreement dated as of
November 6, 2006 
  
  

 






 CHICAGO BRIDGE & IRON
COMPANY N.V. 
 c/o Chicago Bridge & Iron Company (Delaware) 

One CB&I Plaza 

2103 Research Forest Drive 
 The Woodlands, TX 77380 
 THIRD AMENDMENT
TO THE AGREEMENT 
 Dated as of December 21, 2012 

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

To the Lenders named in 
 Schedule I hereto
which are also 
 signatories to this Third Amendment 
 to the Agreement (this “Third Amendment to 
 the Agreement”).

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






 ARTICLE 1. 

AMENDMENT OF THE AGREEMENT 

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

“Additional Revolver” means a new revolving facility in an aggregate principal amount of up to $650.0 million (as may be
increased pursuant to the accordion feature), with Bank of America, N.A. as administrative agent, CBI Delaware, as borrower and the Company and its Subsidiaries as guarantors. 
 “Bridge Facility” means bridge loans in an aggregate principal amount of up to $800.0 million (as may be increased by the lead arrangers thereof) under a senior bridge facility with Bank
of America, N.A. as administrative agent, CBI Delaware, as borrower and the Company and its Subsidiaries as guarantors. 

“CBI Delaware” shall mean Chicago Bridge & Iron Company (Delaware), a Delaware corporation. 

“Credit Agreement” means that certain Third Amended and Restated Credit Agreement, dated as of July 23, 2010 (as the
same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time). 
 “Escrowed
Proceeds” means the proceeds from the Takeout Financing that are funded into escrow in one or more escrow accounts which will be released from escrow pursuant to and in accordance with the terms of the escrow agreement among CBI Delaware,
the purchasers of the Notes and the escrow agent thereunder. 
 “Note Purchase Agreement” means that certain
Note Purchase and Guarantee Agreement among CBI Delaware, the Company and the institutional investors named therein. 

“Notes” means senior notes in an aggregate principal amount of up to $800,000,000 to be issued by CBI Delaware pursuant
to the Note Purchase Agreement to finance the acquisition of The Shaw Group Inc. and as otherwise set forth in the Note Purchase Agreement. 

  
 -2-








 “Permitted Refinancing” means, with respect to any Indebtedness (the
“Refinanced Indebtedness”), any refinancings, refundings, renewals or extensions thereof (the “Refinancing Indebtedness” thereof); provided that (a) at the time of such refinancing, refunding, renewal or extension, no Event
of Default has occurred and is continuing, (b) the amount of such Refinancing Indebtedness does not exceed the amount of such Refinanced Indebtedness except by an amount equal to customary underwriting discounts, fees or commissions, expenses
and prepayment premium (if any) incurred in connection with such refinancing, refunding, renewal or extension, plus any existing commitments unutilized under such Refinanced Indebtedness and (c) such Refinancing Indebtedness (i) has a
weighted average maturity (measured as of the date of such refinancing, refunding, renewal or extension) and a maturity no shorter than that of such Refinanced Indebtedness, (ii) is not secured by any property or any Lien other than that (if
any) securing such Refinanced Indebtedness, (iii) is not guaranteed by or secured by any property of any guarantor or other obligor which is not also a guarantor or obligor of such Refinanced Indebtedness, (iv) if such Refinanced
Indebtedness is subordinated in right of payment to the Obligations, is subordinated in right of payment to the Obligations on terms no less favorable to the Lenders than those contained in the documentation governing such Refinanced Indebtedness,
(v) does not have covenants, events of default or other material terms, taken as a whole, that are less favorable to the Loans Parties than those of the Refinanced Indebtedness and (vi) has an interest rate not exceeding the then
applicable market interest rate.” 
 “Takeout Financing” means the issuance of the Notes pursuant to the
Note Purchase Agreement. 
 “Term Facility” means a senior term loan facility in an aggregate principal amount
of up to $1.0 billion (as may be increased by $250,000,000 pursuant to the accordion feature) with Bank of America, N.A., as administrative agent, CBI Delaware, as borrower, and the Company and its certain Subsidiaries as guarantors. 

“Transaction Facilities” means the Credit Agreement, the Additional Revolver, the Bridge Facility, the Term Facility and
the Takeout Financing. 
 Section 1.2. Amendment of Section 1.01 (Defined Terms). The definition of
“Priority Debt” in the Agreement is hereby amended by deleting the reference to “Sections 7.03(a) through (h)” contained therein and substituting in lieu thereof “Sections 7.03(a) through (i)” and deleting the reference
to “Sections 7.11(a) through (h)” contained therein and substituting in lieu thereof “Sections 7.11(a) through (i)”. 

  
 -3-








 Section 1.3. Amendment of Section 7.03 (Liens). Section 7.03 of the
Agreement is hereby amended by deleting “and” at the end of subparagraph (h), renaming subparagraph “(i)” to “(j)” and including the following clauses after subparagraph (h) in the appropriate alphabetical order
thereof: 
 “(i) Liens on the Escrowed Proceeds securing the repayment of the Escrowed Proceeds to the holders of Notes;
and” 
 Section 1.4. Amendment of Section 7.03 (Liens). Section 7.03(j) (after giving effect to the
revisions in Section 1.3 above) is hereby further amended by deleting the reference to “(h)” contained therein and substituting in lieu thereof “(i)”. 
 Section 1.5. Amendment of Section 7.03 (Liens). Section 7.03(j) (after giving affect to the revisions in Section 1.3 above) is hereby further amended by inserting at the end
thereof “, provided further that, notwithstanding the foregoing, no such Liens may secure any obligations under or pursuant to any Transaction Facility within the provisions of this Section 7.03(j) unless concurrently therewith the
obligations are 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 Lenders.” 

Section 1.6. Amendment of Section 7.11 (Subsidiary Indebtedness). Section 7.11 of the Agreement is hereby amended
by deleting “and” at the end of subparagraph (h) and amending and restating subparagraph (i) as set forth below: 
 “(i) Indebtedness of the Company and any Subsidiary Guarantor in respect of the Takeout Financing (and any Permitted Refinancing thereof), so long as such Indebtedness is not senior to the
Obligations in right of payment (other than pursuant to the terms of the Escrow Agreement (as defined in the Note Purchase Agreement) with respect to the Escrowed Proceeds) and is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor;
and” 
 Section 1.7. Amendment of Section 7.11 (Subsidiary Indebtedness). Section 7.11 is hereby
further amended to include the following clause after subparagraph (i): 
 “(j) Indebtedness of a Subsidiary not otherwise
permitted by the preceding clauses (a) through (i), provided that immediately before and after giving effect to the incurrence thereof and to the application of the proceeds thereof, 

(i) no Default of Event of Default exists, and 

  
 -4-








 (ii) the aggregate amount of all Indebtedness incurred pursuant to this
Section 7.11(j) does not exceed 20% of Consolidated Net Worth.” 
 ARTICLE 2. 

REPRESENTATIONS AND WARRANTIES 

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

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

(b) Neither the Company nor the Co-Obligors have paid any amendment fees in connection with the solicitation of this Third
Amendment to the Agreement nor in connection with the amendments of other material agreements pursuant to which Debt of the Company or the Co-Obligors is outstanding which relate to the subject matter of this Third Amendment to the Agreement
(excluding any and all fees paid in connection with the concurrent amendments to the Credit Agreement); 
 (c)
The execution and delivery of this Third Amendment to the Agreement by the Company and each Co-Obligor and compliance by the Company and each Co-Obligor with all of the provisions of the Agreement, as amended hereby: 

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

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

(d) The execution and delivery of this Third Amendment to the Agreement has been duly authorized by all proper corporate
action on the part of the Company and each Co-Obligor; and this Third Amendment to the Agreement has been duly executed and delivered by the Company and each Co-Obligor, and the Agreement, each as amended by this Third Amendment to the Agreement,
constitutes the legal, valid and binding obligations, contracts and agreements of the Company and each Co-Obligor enforceable in accordance with their terms. 

  
 -5-








 ARTICLE 3. 

MISCELLANEOUS 
 Section 3.1. References to the Agreement. References in the Agreement or in any certificate, instrument or other document to such Agreement shall be deemed to be references to such Agreement
as amended hereby and as further amended from time to time without making specific reference to this Third Amendment to the Agreement or any such other amendment. 
 Section 3.2. Effect of Amendment; Acknowledgment of Parties. Except as expressly amended hereby, the Company and the Co-Obligors agree that the Agreement and all other documents and agreements
executed by the Company and each such Co-Obligor in connection with the Agreement in favor of the Lenders are ratified and confirmed and shall remain in full force and effect. 
 Section 3.3. Successors and Assigns. This Third Amendment to the Agreement shall be binding upon the Company and each Co-Obligor and its successors and assigns and shall inure to the benefit
of the Lenders and to the benefit of the Lenders’ successors and assigns. 
 Section 3.4. Requisite Approval;
Expenses. This Third Amendment to the Agreement shall be effective as of the date first written above upon the satisfaction of the following conditions precedent: (a) the Required Lenders and the Company or the applicable Credit Party
shall have executed this Third Amendment to the Agreement, (b) the Administrative Agent shall acknowledge this Third Amendment to the Agreement, (c) the Subsidiary Guarantors shall have executed and delivered an Acknowledgment and Consent,
in respect of the Subsidiary Guaranty, in the form attached hereto as Exhibit A, and (d) the Company and the Co-Obligors shall have paid all reasonable out-of-pocket expenses incurred by each Lender and the Administrative Agent in connection
with the consummation of the transactions contemplated by this Third Amendment to the Agreement, including, without limitation, the reasonable fees, expenses and disbursements of Chapman and Cutler LLP which are reflected in statements of such
counsel rendered on or prior to the date of this Third Amendment to the Agreement. Upon the delivery of fully-executed counterparts to this Third Amendment to the Agreement, the conditions precedent referred to above shall be deemed satisfied.

 Section 3.5. Counterparts. This Third Amendment to the Agreement may be executed in any number of counterparts,
each executed counterpart constituting an original but all together only one agreement. 
 Section 3.6. Governing
Law. This Third Amendment to the 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 require the application of the laws of a jurisdiction other than such State. 
 [Signature Pages Follow] 


  
 -6-








 IN WITNESS WHEREOF, the Company has executed
this Third Amendment to the Agreement as of the day and year first above written. 
  

			
	CHICAGO BRIDGE & IRON COMPANY N.V.,
as Co-Obligors’ Agent and in its individual
capacity
		
	By:	 	Chicago Bridge & Iron Company B.V., as its Managing Director


 
			
		
	By:	 	 /s/ RONALD A. BALLSCHMIEDE

	Name:	 	Ronald A. Ballschmiede
	Title:	 	Director








 IN WITNESS WHEREOF, the Co-Obligors have
executed this Third Amendment to the Agreement as of the day and year first above written. 
  

			
	CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
		
	By:	 	 /s/ RONALD A. BALLSCHMIEDE

	Name:	 	Ronald A. Ballschmiede
	Title:	 	Authorized Signatory
	
	CBI SERVICES, INC.
		
	By:	 	 /s/ RONALD A. BALLSCHMIEDE

	Name:	 	Ronald A. Ballschmiede
	Title:	 	Authorized Signatory
	
	CB&I, INC. (F/K/A CB&I CONSTRUCTORS, INC.)
		
	By:	 	 /s/ RONALD A. BALLSCHMIEDE

	Name:	 	Ronald A. Ballschmiede
	Title:	 	Authorized Signatory
	
	CB&I TYLER COMPANY
		
	By:	 	 /s/ LUCIANO REYES

	Name:	 	Luciano Reyes
	Title:	 	Treasurer



  
 -2-








 IN WITNESS WHEREOF, the Lenders under the
$125,000,000 Agreement, as named on Schedule I, have executed this Third Amendment to the Agreement as of the day and year first above written. 
  

			
	THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, successor by merger to
JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
		
	By:	 	Delaware Investment Advisers, a Series of Delaware Management Business Trust, Attorney-In-Fact
		
	By	 	/s/ KARL H. SPAETH, JR.
	 Name:
	 	Karl H. Spaeth, Jr., CFA
	 Title:
	 	Vice President
	
	THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, successor by merger to
JEFFERSON-PILOT LIFE INSURANCE COMPANY
		
	By:	 	Delaware Investment Advisers, a Series of Delaware Management Business Trust, Attorney-In-Fact
		
	By	 	/s/ KARL H. SPAETH, JR.
	 Name:
	 	Karl H. Spaeth, Jr., CFA
	 Title:
	 	Vice President
	
	TRANSAMERICA LIFE INSURANCE COMPANY
		
	BY:	 	AEGON USA INVESTMENT MANAGEMENT, LLC, ITS INVESTMENT MANAGER
		
	By	 	/s/ JOSH PRIESKORN
	 Name:
	 	Josh Prieskorn
	 Title:
	 	Vice President



  
 -3-








 
			
	HARTFORD LIFE INSURANCE COMPANY
		
	 By:
	 	Hartford Investment Management Company, its Agent and Attorney-in-Fact
		
	By	 	 /s/ DAWN CRUNDEN

	 Name:
	 	Dawn Crunden
	 Title:
	 	Senior Vice President
	
	PACIFIC LIFE INSURANCE COMPANY
		
	By	 	 /s/ MATTHEW A. LEVENE

	Name:	 	Matthew A. Levene
	 Title:
	 	Assistant Vice President
		
	By	 	 /s/ DIANE W. DALES

	 Name:
	 	Diane W. Dales
	 Title:
	 	Assistant Secretary



  
 -4-








 This Third Amendment to the Agreement is acknowledged as of the day and year first above
written. 
  

			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By	 	 /s/ AAMIR SALEEM

	Name:	 	Aamir Saleem
	Title:	 	Vice President



  
 -5-








 EXHIBIT A 

(to Third Amendment to the Agreement) 






 LENDERS 

 

									
	LENDERS UNDER THE $125,000,000 AGREEMENT	  	SERIES	 	  	CREDIT-LINKED
DEPOSIT
	 
	DELAWARE INVESTMENTS (THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY, successor by merger to JEFFERSON PILOT FINANCIAL INSURANCE COMPANY & JEFFERSON-PILOT LIFE
INSURANCE COMPANY)	  	 	C	  	  	 	45,000,000	  
	HARTFORD LIFE INSURANCE COMPANY	  	 	C	  	  	 	25,000,000	  
	TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY	  	 	C	  	  	 	35,000,000	  
	PACIFIC LIFE INSURANCE COMPANY	  	 	C	  	  	 	20,000,000	  
	 TOTAL
	  				  	$	125,000,000	  
		  				  	  
	  
	 

 SCHEDULE I 
 (to Third Amendment to the Agreement) 






 ACKNOWLEDGMENT AND CONSENT 

OF 
 SUBSIDIARY GUARANTY 
 This
Acknowledgment and Consent (this “Acknowledgment and Consent”), dated as of December 21, 2012, is being delivered by each of the undersigned (each, hereinafter individually referred to as a “Subsidiary Guarantor”
and collectively referred to as the “Subsidiary Guarantors”) in respect of those certain Subsidiary Guaranties each dated as of November 6, 2006 and in connection with that certain Third Amendment to the Agreement (the
“Third Amendment to the Agreement”), effective as of December 21, 2012, among Chicago Bridge & Iron Company N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the
“Company”), Chicago Bridge & Iron Company (Delaware), a Delaware corporation, CBI Services, Inc., a Delaware corporation, CB&I, Inc. (f/k/a CB&I Constructors, Inc.), a Texas corporation, and CB&I Tyler Company,
a Delaware corporation (each individually a “Co-Obligor” and collectively the “Co-Obligors”), and the lenders named in Schedules I attached hereto (the “Lenders”) in respect of the $125,000,000
Letter of Credit and Term Loan Agreement dated as of November 6, 2006 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Third Amendment to the
Agreement. 
 By executing this Acknowledgment and Consent, as of the date hereof, each of the Subsidiary Guarantors:

 (i) acknowledges receipt of a copy of, and hereby consents to the terms of, the Third Amendment to the
Agreement; 
 (ii) ratifies and confirms each of the Subsidiary Guaranties in all respects; 

(iii) confirms that each of the Subsidiary Guaranties continues unimpaired and in full force and effect; and 

(iv) notwithstanding anything to the contrary which may be contained therein, acknowledges and agrees that (A) each
reference to “Letter of Credit and Term Loan Agreement” or “Credit Agreement” in the Subsidiary Guaranties shall mean and refer to the applicable Agreement, as heretofore amended and (B) each reference to a Subsidiary
Guarantor shall mean and refer to each of the undersigned. 
 EXHIBIT A 

(to Third Amendment to the Agreement) 






 This Acknowledgment and Consent 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. Signatures to this Acknowledgment and Consent may be given by facsimile or other electronic transmission, and such signatures shall be fully binding
on the party sending the same. 

  
 A-2








 IN WITNESS WHEREOF, each Subsidiary Guarantor
has caused this Acknowledgement and Consent to be executed as of the date first written above. 
  

	
	 CHICAGO BRIDGE & IRON COMPANY a Delaware corporation

	
	
By:                       
                                     

	 Name: Ronald A. Ballschmiede

	 Title: Authorized Signatory

	
	 CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

	
	
By:                       
                                     

	 Name: Ronald A. Ballschmiede

	 Title: Authorized Signatory

	
	 CB&I TYLER COMPANY

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CB&I INC.

	
	
By:                       
                                     

	 Name: Ronald A. Ballschmiede

	 Title: Authorized Signatory

	
	 CHICAGO BRIDGE & IRON COMPANY an Illinois corporation

	
	
By:                       
                                     

	 Name: Ronald A. Ballschmiede

	 Title: Authorized Signatory

	
	 A&B BUILDERS, LTD.

	
	
By:                       
                                     

	 Name:

	 Title:



  
 A-3









	
	 ASIA PACIFIC SUPPLY COMPANY

	
	
By:                       
                                      

	 Name:

	 Title:

	
	 CBI AMERICAS LTD.

	
	
By:                       
                                      

	 Name:

	 Title:

	
	 CSA TRADING COMPANY, LTD.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CB&I WOODLANDS L.L.C.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CBI COMPANY LTD.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CENTRAL TRADING COMPANY, LTD.

	
	
By:                       
                                      

	 Name:

	 Title:

	
	 CONSTRUCTORS INTERNATIONAL, L.L.C.

	
	
By:                       
                                     

	 Name:

	 Title:



  
 A-4









	
	 HBI HOLDINGS, L.L.C.

	
	
By:                       
                                      

	 Name:

	 Title:

	
	 HOWE-BAKER INTERNATIONAL, L.L.C.

	
	
By:                       
                                      

	 Name:

	 Title:

	
	 HOWE-BAKER ENGINEERS, LTD.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 HOWE-BAKER HOLDINGS, L.L.C.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 HOWE-BAKER MANAGEMENT, L.L.C.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 MATRIX ENGINEERING, LTD.

	
	
By:                       
                                     

	 Name:

	 Title:



  
 A-5









	
	 MATRIX MANAGEMENT SERVICES, L.L.C.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 OCEANIC CONTRACTORS, INC.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CBI VENEZOLANA, S.A.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CBI MONTAJES DE CHILE LIMITADA

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CBI CONSTRUCCIONES S.A.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CB&I (EUROPE) B.V.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CBI EASTERN ANSTALT

	
	
By:                       
                                     


	 Name: Ronald A. Ballschmiede

	 Title: Authorized Signatory



  
 A-6









	
	CBI LUXEMBOURG S.a.r.L.
	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CMP HOLDINGS B.V.

	
	
By:                       
                                     

	 Name:

	 Title:


 Executed by 

ACN 000 612 411 in accordance with 

section 127 of the Corporations Act 

2001: 
  

			
	  
 Director/company secretary
	 	  

Director

		
	  
 Name of director/company secretary
 (BLOCK
LETTERS)
	 	  
 Name of director

(BLOCK LETTERS)


 CBI ENGINEERING AND CONSTRUCTION CONSULTANT (SHANGHAI) CO. LTD. 

 

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CBI (PHILIPPINES), INC.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CBI OVERSEAS, LLC

	
	
By:                       
                                     

	 Name:

	 Title:



  
 A-7









	
	 CBI CONSTRUCTORS (PNG) PTY. LIMITED

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CBI CONSTRUCTORS LIMITED

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CBI HOLDINGS (U.K.) LIMITED

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CB&I UK LIMITED

	
	
By:                       
                                     

	 Name: Ronald A. Ballschmiede

	 Title: Authorized Signatory

	
	 CB&I LUMMUS CREST LTD.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CB&I MALTA LIMITED

	
	
By:                       
                                     

	 Name:

	 Title:



  
 A-8









	
	 LUTECH RESOURCES LIMITED

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 NETHERLANDS OPERATING COMPANY B.V.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CB&I NEDERLAND B.V.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.

	
	
By:                       
                                     

	 Name:

	 Title:



  
 A-9









	
	 CHICAGO BRIDGE & IRON (ANTILLES) N.V.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 LUMMUS TECHNOLOGY HEAT TRANSFER B.V.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 LEALAND FINANCE COMPANY B.V.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CB&I FINANCE COMPANY LIMITED

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CB&I OIL & GAS EUROPE B.V.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CBI COLOMBIANA S.A.

	
	
By:                       
                                     

	 Name: Ronald A. Ballschmiede

	 Title: Authorized Signatory



  
 A-10









	
	 CHICAGO BRIDGE & IRON COMPANY B.V.

	
	
By:                       
                                     

	 Name: Ronald A. Ballschmiede

	 Title: Director

	
	 LUMMUS INTERNATIONAL CORPORATION

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 HUA LU ENGINEERING CO., LTD.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 LUMMUS CATALYST COMPANY LTD.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 LUMMUS OVERSEAS CORPORATION

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CATALYTIC DISTILLATION TECHNOLOGIES

	
	
By:                       
                                     

	 Name:

	 Title:



  
 A-11









	
	 LUMMUS TECHNOLOGY INC.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CBI SERVICES, INC.

	
	
By:                       
                                     

	 Name: Ronald A. Ballschmiede

	 Title: Authorized Signatory

	
	 WOODLANDS INTERNATIONAL INSURANCE COMPANY LIMITED

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CBI HUNGARY HOLDING LIMITED LIABILITY COMPANY

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 LUMMUS NOVOLEN TECHNOLOGY GMBH

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CB&I LUMMUS GMBH

	
	
By:                       
                                     

	 Name:

	 Title:



  
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	 CB&I LUMMUS S.R.O.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CBI PERUANA S.A.C.

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 HORTON CBI LIMITED

	
	
By:                       
                                     

	 Name: Ronald A. Ballschmiede

	 Title: Authorized Signatory

	
	 CB&I (NIGERIA) LIMITED

	
	
By:                       
                                     

	 Name:

	 Title:

	
	 CB&I SINGAPORE PTE LTD.

	
	
By:                       
                                     

	 Name:

	 Title:



  
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