Amendment No.2 to the Third Amended and Restated Credit Agreement



 Exhibit 10.2 
 CONFORMED COPY 
 AMENDMENT NO. 2 

THIS AMENDMENT NO. 2 (the “Amendment”) is being executed and delivered as of October 14, 2011, by
and among Chicago Bridge and Iron Company N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), Chicago Bridge & Iron Company, a Delaware corporation, as borrower under the
hereinafter identified and defined Term Loan Agreement (the “Borrower”), JPMorgan Chase Bank, National Association as administrative agent (the “Administrative Agent”) under said Term Loan Agreement, and the
Required Lenders party hereto. All capitalized terms used herein without definition shall have the same meanings as set forth in the Term Loan Agreement. 
 W I T N E S S E T H: 
 WHEREAS, the Company, the Borrower, the
Lenders and the Administrative Agent are currently parties to that certain Term Loan Agreement dated as of November 9, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan
Agreement”); 
 WHEREAS, the Company and the Borrower have requested the Lenders to amend the Term Loan
Agreement in certain respects; 
 WHEREAS, the Required Lenders have agreed to amend the Term Loan Agreement on
the terms and conditions set forth in Section 1 hereof. 
 NOW, THEREFORE, in consideration of the
foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Company, the Borrower and the Lenders, such parties hereby agree as follows: 

1. Amendment. Effective as of the date first written above upon the satisfaction of the conditions set forth in
paragraph 2 below, Section 7.3(S) of the Term Loan Agreement is hereby amended by deleting the reference to “$100,000,000” set forth therein and replacing such reference with “$200,000,000”. 

2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that
the Administrative Agent shall have received (i) counterparts of this Amendment duly executed and delivered by the Company, the Borrower and the Required Lenders and executed counterparts of the Reaffirmation attached hereto duly executed and
delivered by the Subsidiary Guarantors, (ii) for the account of each Lender that executes and delivers its counterpart hereto as and by such time as is requested by the Administrative Agent, an amendment fee in the amount previously disclosed
to the Lenders (it being understood that no Lender shall be entitled to an amendment fee hereunder if such Lender is also paid an amendment fee pursuant to the amendment to the Credit Agreement dated as of the date hereof) and (iii) payment
and/or reimbursement of its and its affiliates’ fees and expenses (including reasonable out-of-pocket fees and expenses of counsel) in connection herewith. 

3. Representation and Warranties. Each of the Company and the Borrower hereby represents and warrants that
(i) all of the representations and warranties contained in Article VI of the Term Loan Agreement, as amended hereby, are true and correct and (ii) no Default or Unmatured Default is in effect. 







 4. No Implicit Waiver. Except as expressly set forth herein,
(i) the execution, delivery and effectiveness of this Amendment shall neither operate as a waiver of any rights, power or remedy of the Administrative Agent or the Lenders under the Term Loan Agreement or any other documents executed in
connection with the Term Loan Agreement, nor constitute a waiver of any provision of the Term Loan Agreement nor any other document executed in connection therewith and (ii) the Term Loan Agreement shall remain in full force and effect in
accordance with their original terms. 
 5. Reference to Term Loan Agreement. Upon the effectiveness of
this Amendment, each reference in the Term Loan Agreement or any other Loan Document to “this Agreement,” “hereunder,” or words of like or similar import shall mean and be reference to the Term Loan Agreement, as amended and
modified by this Amendment. 
 6. GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS AMENDMENT, ON
BEHALF OF ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY DISPUTE BETWEEN THE COMPANY OR THE BORROWER AND THE ADMINISTRATIVE AGENT OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT, THE TERM LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL
LAWS (INCLUDING §735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS. 
 7. Counterparts. This Amendment may be executed in any number of counterparts by the parties hereto, each of which counterparts when so executed shall be an original, but all the counterparts shall
together constitute one and the same agreement. The parties hereto agree that delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of an original executed counterpart of this
Amendment. 
 [Signature Pages Follow] 







 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first above written. 
  

			
	CHICAGO BRIDGE & IRON COMPANY N.V., as the Company
	By:	 	CHICAGO BRIDGE & IRON COMPANY B.V.
	Its:	 	Managing Director
		
	By:	 	 /s/ Ronald A. Ballschmiede

	Name:	 	Ronald A. Ballschmiede
	Title:	 	Managing Director
	
	CHICAGO BRIDGE & IRON COMPANY, as the Borrower
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Vice President & Treasurer



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 








 
			
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
		
	By:	 	 /s/ Darren Vanek

	Name:	 	Darren Vanek
	Title:	 	Vice President
	
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Matthew Griesbach

	Name:	 	Matthew Griesbach
	Title:	 	Director
	
	WELLS FARGO BANK, N.A., as a Lender
		
	By:	 	 /s/ Thomas F. Caver, III

	Name:	 	Thomas F. Caver, III
	Title:	 	Senior Vice President
	
	BNP PARIBAS, as a Lender
		
	By:	 	 /s/ Jamie Dillon

	Name:	 	Jamie Dillon
	Title:	 	Managing Director
		
	By:	 	 /s/ Mary-Ann Wong

	Name:	 	Mary-Ann Wong
	Title:	 	Vice President



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 








 
			
	THE ROYAL BANK OF SCOTLAND plc, as a Lender
		
	By:	 	 /s/ Brian D. Williams

	Name:	 	Brian D. Williams
	Title:	 	Authorized Signatory
	
	FIFTH THIRD BANK, as a Lender
		
	By:	 	 /s/ Mike Mendenhall

	Name:	 	Mike Mendenhall
	Title:	 	Vice President
	
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
		
	By:	 	 /s/ Page Dillehunt

	Name:	 	Page Dillehunt
	Title:	 	Managing Director
		
	By:	 	 /s/ Sharada Manne

	Name:	 	Sharada Manne
	Title:	 	Director



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 








 
			
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender
		
	By:	 	 /s/ Shaheen Malik

	Name:	 	Shaheen Malik
	Title:	 	Vice President
		
	By:	 	 /s/ Rahul Parmar

	Name:	 	Rahul Parmar
	Title:	 	Associate
	
	THE NORTHERN TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Keith L. Burson

	Name:	 	Keith L. Burson
	Title:	 	Vice President
	
	STANDARD CHARTERED BANK, as a Lender
		
	By:	 	 /s/ James P. Hughes

	Name:	 	James P. Hughes
	Title:	 	Director
		
	By:	 	 /s/ Robert K. Reddington

	Name:	 	Robert K. Reddington
	Title:	 	Credit Documentation Manager
	Credit Documentation Unit, WB Legal- Americas



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 








 
			
	ABU DHABI INTERNATIONAL BANK INC. as a Lender
		
	By:	 	 /s/ David J. Young

	Name:	 	David J. Young
	Title:	 	Vice President
		
	By:	 	 /s/ Nagy S. Kolta

	Name:	 	Nagy S. Kolta
	Title:	 	Executive Vice President
	
	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Keith Morton

	Name:	 	Keith Morton
	Title:	 	Vice President
	
	ARAB BANKING CORPORATION, as a Lender
		
	By:	 	 /s/ Robert J. Ivosevich

	Name:	 	Robert J. Ivosevich
	Title:	 	General Manager
		
	By:	 	 /s/ T.E. Fitzherbert

	Name:	 	T.E. Fitzherbert
	Title:	 	Vice President
	
	BOKF, N.A. dba Bank of Texas, as a Lender
		
	By:	 	 /s/ Marian Livingston

	Name:	 	Marian Livingston
	Title:	 	Senior Vice President



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 








 
			
	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Susana Campuzano

	Name:	 	Susana Campuzano
	Title:	 	Vice President
	
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	 /s/ Shuji Yabe

	Name:	 	Shuji Yabe
	Title:	 	Managing Director
	
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Patrick Engel

	Name:	 	Patrick Engel
	Title:	 	Vice President
	
	ING BANK N.V., as a Lender
		
	By:	 	 /s/ Bas Gilbert

	Name:	 	Bas Gilbert
	Title:	 	Director
		
	By:	 	 /s/ E.C. Streng

	Name:	 	E.C. Streng
	Title:	 	Director



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 








 
			
	COMERICA BANK, as a Lender
		
	By:	 	 /s/ Joey Powell

	Name:	 	Joey Powell
	Title:	 	Vice President
	
	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender
		
	By:	 	 /s/ Michael Weinert

	Name:	 	Michael Weinert
	Title:	 	Assistant Vice President
		
	By:	 	 /s/ Sandy Bali

	Name:	 	Sandy Bali
	Title:	 	Associate
	
	DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Ming K. Chu

	Name:	 	Ming K. Chu
	Title:	 	Vice President
		
	By:	 	 /s/ Virginia Cosenza

	Name:	 	Virginia Cosenza
	Title:	 	Vice President
	
	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ BC Robinson

	Name:	 	Bruce Robinson
	Title:	 	Vice President



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 








 
			
	RIYAD BANK, HOUSTON AGENCY, as a Lender
		
	By:	 	 /s/ William B. Shepard

	Name:	 	William B. Shepard
	Title:	 	General Manager
		
	By:	 	 /s/ Paul N. Travis

	Name:	 	Paul N. Travis
	Title:	 	Vice President & Head of Corporate Finance
	
	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	 /s/ Mark Sparrow

	Name:	 	Mark Sparrow
	Title:	 	Director



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 








 REAFFIRMATION 

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 2 in connection with
that certain Term Loan Agreement dated as of November 9, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) by and among Chicago Bridge and Iron Company
N.V. (the “Company”), Chicago Bridge & Iron Company, as the borrower thereunder (the “Borrower”), JPMorgan Chase Bank, National Association as administrative agent (the “Administrative
Agent”) under the Term Loan Agreement and the lenders party to said Term Loan Agreement, which Amendment No. 2 is dated as of October 14, 2011 (the “Amendment”). Capitalized terms used in this Reaffirmation and
not defined herein shall have the meanings given to them in the Term Loan Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the
terms and conditions of the Guaranty and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Term Loan Agreement remains in
full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Term Loan Agreement contained in the above-referenced documents shall be a reference to the Term Loan Agreement as so modified by the Amendment and as the
same may from time to time hereafter be amended, modified or restated. 
 [signature pages follow] 








			
	CHICAGO BRIDGE & IRON COMPANY a Delaware corporation
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Vice President & Treasurer

	
	CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	CB&I TYLER COMPANY
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	CB&I INC.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	CHICAGO BRIDGE & IRON COMPANY an Illinois corporation
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	A&B BUILDERS, LTD.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	ASIA PACIFIC SUPPLY COMPANY
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	CBI AMERICAS LTD.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 









			
	CSA TRADING COMPANY, LTD.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	CB&I WOODLANDS L.L.C.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	CBI COMPANY LTD.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	CENTRAL TRADING COMPANY, LTD.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	CONSTRUCTORS INTERNATIONAL, L.L.C.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	HBI HOLDINGS, L.L.C.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	HOWE-BAKER INTERNATIONAL, L.L.C.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	HOWE-BAKER ENGINEERS, LTD.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 









			
	HOWE-BAKER HOLDINGS, L.L.C.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	HOWE-BAKER MANAGEMENT, L.L.C.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	MATRIX ENGINEERING, LTD.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	MATRIX MANAGEMENT SERVICES, L.L.C.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer

	
	OCEANIC CONTRACTORS, INC.
		
	 By:
	 	 /s/ Luciano Reyes

	 Name:
	 	 Luciano Reyes

	 Title:
	 	 Treasurer



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 









			
	CBI VENEZOLANA, S.A.
		
	 By:
	 	 /s/ Kenneth L. Schmidt

	 Name:
	 	 Kenneth L. Schmidt

	 Title:
	 	 President

	
	CBI MONTAJES DE CHILE LIMITADA
		
	 By:
	 	 /s/ Kenneth L. Schmidt

	 Name:
	 	 Kenneth L. Schmidt

	 Title:
	 	 Legal Representative

	
	CBI CONSTRUCCIONES S.A.
		
	 By:
	 	 /s/ Kenneth L. Schmidt

	 Name:
	 	 Kenneth L. Schmidt

	 Title:
	 	 Alternate Director



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 









			
	CB&I EUROPE B.V.
		
	 By:
	 	 /s/ Raymond Buckley

	 Name:
	 	 Raymond Buckley

	 Title:
	 	 Managing Director

	
	CBI EASTERN ANSTALT
		
	 By:
	 	 /s/ Raymond Buckley

	 Name:
	 	 Raymond Buckley

	 Title:
	 	 Director

	
	CBI LUXEMBOURG S.a.r.L.
		
	 By:
	 	 /s/ Raymond Buckley

	 Name:
	 	 Raymond Buckley

	 Title:
	 	 Director

	
	CMP HOLDINGS B.V.
		
	 By:
	 	 /s/ Raymond Buckley

	 Name:
	 	 Raymond Buckley

	 Title:
	 	 Director



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 









			
	CBI CONSTRUCTORS PTY. LTD.
		
	 By:
	 	 /s/ Geoffrey Ronald Loft

	 Name:
	 	 Geoffrey Ronald Loft

	 Title:
	 	 Director

	
	CBI ENGINEERING CONSULTANT (SHANGHAI) CO. LTD.
		
	 By:
	 	 /s/ Geoffrey Ronald Loft

	 Name:
	 	 Geoffrey Ronald Loft

	 Title:
	 	 Executive Director

	
	CBI (PHILIPPINES), INC.
		
	 By:
	 	 /s/ Geoffrey Ronald Loft

	 Name:
	 	 Geoffrey Ronald Loft

	 Title:
	 	 Treasurer

	
	CBI OVERSEAS, LLC
		
	 By:
	 	 /s/ Geoffrey Ronald Loft

	 Name:
	 	 Geoffrey Ronald Loft

	 Title:
	 	 Director

	
	CBI CONSTRUCTORS (PNG) PTY. LIMITED
		
	 By:
	 	 /s/ Ross Adame

	 Name:
	 	 Ross Adame

	 Title:
	 	 Director



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 









			
	CBI CONSTRUCTORS LIMITED
		
	 By:
	 	 /s/ Kevin Forder

	 Name:
	 	 Kevin Forder

	 Title:
	 	 Director

	
	CBI HOLDINGS (U.K.) LIMITED
		
	 By:
	 	 /s/ Kevin Forder

	 Name:
	 	 Kevin Forder

	 Title:
	 	 Director

	
	CB&I UK LIMITED
		
	 By:
	 	 /s/ Kevin Forder

	 Name:
	 	 Kevin Forder

	 Title:
	 	 Director

	
	CB&I LUMMUS CREST LTD.
		
	 By:
	 	 /s/ L.T.M. Kester

	 Name:
	 	 L.T.M. Kester

	 Title:
	 	 Managing Director

	
	CB&I LUMMUS MALTA LIMITED
		
	 By:
	 	 /s/ L.T.M. Kester

	 Name:
	 	 L.T.M. Kester

	 Title:
	 	 Director

	
	LUTECH RESOURCES LIMITED
		
	 By:
	 	 /s/ L.T.M. Kester

	 Name:
	 	 L.T.M. Kester

	 Title:
	 	 Director

	
	NETHERLANDS OPERATING COMPANY B.V.
		
	 By:
	 	 /s/ Imre A. Csoti

	 Name:
	 	 Imre A. Csoti

	 Title:
	 	 Director

	
	CB&I LUMMUS B.V.
		
	 By:
	 	 /s/ Imre A. Csoti

	 Name:
	 	 Imre A. Csoti

	 Title:
	 	 Director



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 









			
	ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.
		
	 By:
	 	 /s/ Peter K. Bennett

	 Name:
	 	 Peter K. Bennett

	 Title:
	 	 Director

	
	PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
		
	 By:
	 	 /s/ Peter K. Bennett

	 Name:
	 	 Peter K. Bennett

	 Title:
	 	 Director

	
	SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.
		
	 By:
	 	 /s/ Peter K. Bennett

	 Name:
	 	 Peter K. Bennett

	 Title:
	 	 Director

	
	CHICAGO BRIDGE & IRON (ANTILLES) N.V.
		
	 By:
	 	 /s/ Peter K. Bennett

	 Name:
	 	 Peter K. Bennett

	 Title:
	 	 Managing Director



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 









			
	LUMMUS TECHNOLOGY HEAT TRANSFER B.V.
		
	 By:
	 	 /s/ Ronald A. Ballschmiede

	 Name:
	 	 Ronald A. Ballschmiede

	 Title:
	 	 Director

	
	LEALAND FINANCE COMPANY B.V.
		
	 By:
	 	 /s/ Ronald A. Ballschmiede

	 Name:
	 	 Ronald A. Ballschmiede

	 Title:
	 	 Managing Director

	
	CB&I LUMMUS PTE LTD.
		
	 By:
	 	 /s/ Ronald A. Ballschmiede

	 Name:
	 	 Ronald A. Ballschmiede

	 Title:
	 	 Director

	
	CB&I OIL & GAS EUROPE B.V.
		
	 By:
	 	 /s/ Ronald A. Ballschmiede

	 Name:
	 	 Ronald A. Ballschmiede

	 Title:
	 	 Director

	
	CBI COLOMBIANA S.A.
		
	 By:
	 	 /s/ Ronald A. Ballschmiede

	 Name:
	 	 Ronald A. Ballschmiede

	 Title:
	 	 Director

	
	CHICAGO BRIDGE & IRON COMPANY B.V.
		
	 By:
	 	 /s/ Ronald A. Ballschmiede

	 Name:
	 	 Ronald A. Ballschmiede

	 Title:
	 	 Managing Director



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 









			
	CB&I LUMMUS GLOBAL INTERNATIONAL CORPORATION
		
	By:	 	 /s/ John R. Albanese, Jr.

	Name:	 	John R. Albanese, Jr.
	Title:	 	Vice President - Finance & Treasurer
	
	HUA LU ENGINEERING CO., LTD.
		
	By:	 	 /s/ John R. Albanese, Jr.

	Name:	 	John R. Albanese, Jr.
	Title:	 	Director
	
	LUMMUS CATALYST COMPANY LTD.
		
	By:	 	 /s/ John R. Albanese, Jr.

	Name:	 	John R. Albanese, Jr.
	Title:	 	Vice President & Treasurer
	
	CB&I LUMMUS GLOBAL OVERSEAS CORPORATION
		
	By:	 	 /s/ John R. Albanese, Jr.

	Name:	 	John R. Albanese, Jr.
	Title:	 	Vice President & Treasurer
	
	CATALYTIC DISTILLATION TECHNOLOGIES (CDTECH) a Texas general partnership
		
	By:	 	 /s/ John R. Albanese, Jr.

	Name:	 	John R. Albanese, Jr.
	Title:	 	Management Committee Member
	
	LUMMUS TECHNOLOGY INC.
		
	By:	 	 /s/ John R. Albanese, Jr.

	Name:	 	John R. Albanese, Jr.
	Title:	 	Senior Vice President, Chief Financial Officer, & Treasurer


  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 









			
	CBI SERVICES, INC.
		
	 By:
	 	 /s/ Terrence G. Browne

	 Name:
	 	 Terrence G. Browne

	 Title:
	 	 Treasurer

	
	WOODLANDS INTERNATIONAL INSURANCE COMPANY LIMITED
		
	 By:
	 	 /s/ Robert Havlick

	 Name:
	 	 Robert Havlick

	 Title:
	 	 Director

	
	CB&I FINANCE COMPANY LIMITED
		
	 By:
	 	 /s/ Travis L. Stricker

	 Name:
	 	 Travis L. Stricker

	 Title:
	 	 Director

	
	CBI HUNGARY HOLDING LIMITED LIABILITY COMPANY
		
	 By:
	 	 /s/ Sergio M. Lopez

	 Name:
	 	 Sergio M. Lopez

	 Title:
	 	 Managing Director



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007 









			
	LUMMUS NOVOLEN TECHNOLOGY GMBH
		
	 By:
	 	 /s/ Godofredo Follmer

	 Name:
	 	 Godofredo Follmer

	 Title:
	 	 Managing Director

	
	CB&I LUMMUS GMBH
		
	 By:
	 	 /s/ Andreas Schwarzhaupt

	 Name:
	 	 Andreas Schwarzhaupt

	 Title:
	 	 Director

	
	CB&I LUMMUS S.R.O.
		
	 By:
	 	 /s/ Hynek Jicinsky

	 Name:
	 	 Hynek Jicinsky

	 Title:
	 	 Managing Director

	
	CBI PERUANA S.A.C.
		
	 By:
	 	 /s/ Peter Rano

	 Name:
	 	 Peter Rano

	 Title:
	 	 General Manager

	
	HORTON CBI LIMITED
		
	 By:
	 	 /s/ Marc R. Beauregard

	 Name:
	 	 Marc R. Beauregard

	 Title:
	 	 President



  
 Signature
Page to Amendment No. 2 to 
 Chicago Bridge & Iron Company 

Term Loan Agreement dated as of November 9, 2007