exv10w3






Exhibit 10.3




AMENDMENT NO. 1




     THIS AMENDMENT NO. 1 (the “Amendment”) is being executed and delivered as of August 5,
2008, 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 June 30, 2008 and subject to the satisfaction of the
conditions set forth in paragraph 2 below, the Term Loan Agreement shall be and hereby is amended
as follows:



     (a) The following definitions of “Adjusted EBITDA”, “Pricing Ratio” and “Second Quarter 2008
Adjustment” are hereby added to Section 1.1 of the Term Loan Agreement in their respective
appropriate alphabetical order:



     “ “Adjusted EBITDA” means EBITDA plus, to the extent the losses
specified in the definition of “Second Quarter 2008 Adjustment” were recognized
during a period for which EBITDA is being calculated, the Second Quarter 2008
Adjustment.”



     “ “Pricing Ratio” means the ratio of (i) all Adjusted Indebtedness of the
Company and its Subsidiaries to (ii) EBITDA.”



 









 





     “ “Second Quarter 2008 Adjustment” means an amount (in any event, not to exceed
$105,000,000) attributable to 33% of the losses relating to the “South Hook” and
“Isle of Grain” contracts, to the extent such losses were recognized during the
fiscal quarter of the Company and its Subsidiaries ending June 30, 2008.”



     (b) The definition of “Consolidated Net Income Available for Fixed Charges” is hereby amended
to add at the end of such definition “, plus, to the extent the losses specified in the definition
of ‘Second Quarter 2008 Adjustment’ were recognized during a period for which Consolidated Net
Income Available for Fixed Charges is being calculated, the Second Quarter 2008 Adjustment”.



     (c) Section 2.14(D)(ii) of the Term Loan Agreement is hereby amended and restated in
its entirety as follows:



(ii) (a) The Applicable Floating Rate Margins and Applicable Eurodollar Margin
shall, subject to the provisions of Section 2.14(D)(ii)(b) below, be determined
from time to time by reference to the table set forth below, on the basis of
the then applicable Pricing Ratio as described in this Section 2.14(D)(ii):



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Greater than or	 	Greater than or	 	 
	 	 	 	 	equal to 1.00 to	 	equal to 1.50 to	 	Greater than or
	 	 	Less than 1.00 to	 	1.00 and less than	 	1.00 but less than	 	equal to 2.00 to
	Pricing Ratio	 	1.00	 	1.50 to 1.00	 	2.00 to 1.00	 	1.00
	 
	 	 	 	 	 	 	 	 
	Applicable Eurodollar Margin
	 	1.25%	 	1.50%	 	2.00%	 	2.25%
	 
	 	 	 	 	 	 	 	 
	Applicable Floating Rate Margin
	 	0.00%	 	0.25%	 	0.75%	 	1.00%






(b) Upon receipt of the financial statements delivered pursuant to Sections
7.1(A)(i) and (ii), as applicable, the Applicable Floating Rate Margins and
Applicable Eurodollar Margin shall be adjusted, such adjustment being effective
five (5) Business Days following the date such financial statements and the
compliance certificate required to be delivered in connection therewith pursuant
to Section 7.1(A)(iii) shall be due; provided, that if the Company shall not
have timely delivered its financial statements in accordance with Section
7.1(A)(i) or (ii), as applicable, then commencing on the date upon which such
financial statements should have been delivered and continuing until five (5)
Business Days following the date such financial statements are actually
delivered, the Applicable Floating Rate Margins and Applicable Eurodollar Margin
shall be the maximum Applicable Floating



 









 





     Rate Margins and Applicable Eurodollar Margin, as applicable, as set forth in
this Section 2.14(D)(ii).



     (d) Section 7.3(A)(i) is hereby amended and restated in its entirety as follows:




     “(i) Indebtedness of the Borrower under this Agreement and the Subsidiaries under the
Subsidiary Guaranty;”



     (e) Section 7.3(F)(b) is hereby amended to delete the reference to “EBITDA” therein
and to substitute “EBITDA and Adjusted EBITDA” therefor.



     (f) Section 7.4(A) is hereby amended to delete the references therein to “EBITDA” and
to substitute “Adjusted EBITDA” therefor.



     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) an executed amendment to the Letter of Credit Agreement incorporating
amendments thereto which are consistent with the amendments herein, (iii) 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 and (iv)
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. 1 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/ Robert L. Mendoza

Name: Robert L. Mendoza

Title: Vice President




BANK OF AMERICA, N.A., as Syndication Agent and as

a Lender




By: /s/ Mathew Griesboch

Name: Mathew Griesboch

Title: Vice President




WELLS FARGO BANK, N.A., as a Documentation Agent

and as a Lender




By: /s/ Thomas F. Caver, III

Name: Thomas F. Caver, III

Title: Vice President




BNP PARIBAS, as a Documentation Agent and as a

Lender




By: /s/ Jamie Dillon

Name: Jamie Dillon

Title: Managing Director




By: /s/ Pierre-Nicholas Rogers

Name: Pierre Nicholas Rogers

Title: Managing Director




Signature Page to Amendment No. 1 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007






 









 








THE ROYAL BANK OF SCOTLAND plc, as a

Documentation Agent and as a Lender




By: /s/ Brian Williams

Name: Brian Williams

Title: Vice President




FORTIS BANK SA/NV, CAYMAN ISLANDS BRANCH, as a

Lender




By: /s/ Douglas Riahi___

Name: Douglas Riahi

Title: Managing Director




By: /s/ John W. Deegan___

Name: John W. Deegan

Title: Director and Group Head




FIFTH THIRD BANK, as a Lender




By: /s/ Tim Adair

Name: Tim Adair

Title: Officer




CALYON NEW YORK BRANCH, as a Lender




By: /s/ Page Dillehunt

Name: Page Dillehunt

Title: Managing Director




By: /s/ Michael Willis

Name: Michael Willis

Title: Director




Signature Page to Amendment No. 1 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007






 









 








CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender




By: /s/ Robert Hetu

Name: Robert Hetu

Title: Managing Director




By: /s/ Christopher Reo Day

Name: Christopher Reo Day

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/ Katherine E. Leahy

Name: Katherine E. Leahy

Title: Relationship Manager




By: /s/ Robert K. Reddington

Name: Robert K. Reddington

Title: Assistant Vice President

          Credit Documentation

          Credit Risk Control

          Standard Chartered Bank N.Y.




Signature Page to Amendment No. 1 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/ Don Backer

Name: Don Backer

Title: Senior Vice President




ARAB BANKING CORPORATION, as a Lender




By: /s/ Robert Ivosevich

Name: Robert Ivosevich

Title: General Manager




By: /s/ Rami El-Rifai

Name: Rami El Rifai

Title: Head of Corporate Finance




BANK OF TEXAS, N.A., as a Lender




By: /s/ Marian Livingston

Name: Marian Livingston

Title: Senior Vice President




Signature Page to Amendment No. 1 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007






 









 








COMPASS BANK, as a Lender




By: /s/ Eric E. Ensmann

Name: Eric E. Ensmann

Title: Senior Vice President




SUMITOMO MITSUI BANKING CORPORATION, as a Lender




By: /s/ Yoshihiro Hyakutome

Name: Yoshihiro Hyakutome

Title: General Manager




U.S. BANK NATIONAL ASSOCIATION, as a Lender




By:                                         

Name:

Title:




ING BANK N.V., as a Lender




By: /s/ M.W.L. Weijers

Name: M.W.L. Weijers

Title: Managing Director




By: /s/ B.D. Gilbert

Name: B.D. Gilbert

Title: Relationship Manager




COMERICA BANK, as a Lender




By: /s/ DeVon Lang

Name: DeVon Lang

Title: Corporate Banking Office




Signature Page to Amendment No. 1 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007






 









 








COMMERZBANK AG, NEW YORK AND GRAND CAYMAN

BRANCHES, as a Lender




By: /s/ Edward C.A. Forsberg, Jr.

Name: Edward C.A. Forsberg, Jr.

Title: Senior Vice President & Manager




By: /s/ David A. Bennett

Name: David A. Bennett

Title: Vice President




DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender




By: /s/ Ming K. Chu

Name: Ming K. Chu

Title: Vice President




By: /s/ Heidi Sandquist

Name: Heidi Sandquist

Title: Vice President




HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender




By: /s/ Steven F. Larsen

Name: Steven F. Larsen

Title: First Vice President




Signature Page to Amendment No. 1 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007






 









 








RIYAD BANK, HOUSTON AGENCY, as a Lender




By: /s/ Paul N. Travis

Name: Paul N. Travis

Title: Vice President & Head of Corporate Finance




By: /s/ Harlene Sridharan

Name: Harlene Sridharan

Title: Operations Manager




THE BANK OF NOVA SCOTIA, as a Lender




By: /s/ Karen L. Anillo

Name: Karen L. Anillo

Title: Director




WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender




By: /s/ Michael R. Quiray

Name: Michael R. Quiray

Title: Vice President





Signature Page to Amendment No. 1 to

Chicago Bridge & Iron Company

Term Loan Agreement dated as of November 9, 2007