exv10w1






EXHIBIT 10.1




AMENDMENT NO. 2




     THIS AMENDMENT NO. 2 (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”), certain Subsidiaries party to the
hereinafter identified and defined Credit Agreement, as borrowers (the “Subsidiary
Borrowers” and together with the Company, the “Borrowers”), JPMorgan Chase Bank,
National Association as administrative agent (the “Administrative Agent”) under said Credit
Agreement, and the Required Lenders party hereto. All capitalized terms used herein without
definition shall have the same meanings as set forth in the Credit Agreement.



W I T N E S S E T H:




     WHEREAS, the Company, the Subsidiary Borrowers, the Lenders and the Administrative Agent are
currently parties to that certain Second Amended and Restated Credit Agreement dated as of October
13, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”);



     WHEREAS, the Borrowers have requested the Lenders to amend the Credit Agreement in certain
respects;



     WHEREAS, the Required Lenders have agreed to amend the Credit 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 Borrowers 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 Credit 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 Credit 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 Credit Agreement is hereby amended and restated in its
entirety as follows:




     “(ii) (a) The Applicable Floating Rate Margins, Applicable Eurodollar Margin,
Applicable L/C Fee Percentage and Applicable Commitment Fee Percentage 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):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pricing Ratio	 	Less than 1.00 to	 	 	Greater than or	 	 	Greater than or	 	 	Greater than or	 
	 	 	1.00	 	 	equal to 1.00 to	 	 	equal to 1.50 to	 	 	equal to 2.00 to	 
	 	 	 	 	 	 	1.00 and less than	 	 	1.00 but less than	 	 	1.00	 
	 	 	 	 	 	1.50 to 1.00	 	 	2.00 to 1.00	 	 	 	 
	Applicable
	 	 	0.250	%	 	 	0.30	%	 	 	0.40	%	 	 	0.45	%
	Commitment Fee
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable L/C Fee
	 	 	0.9125	%	 	 	1.10	%	 	 	1.475	%	 	 	1.6625	%
	for Performance
Letters of Credit
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable L/C Fee
	 	 	1.25	%	 	 	1.50	%	 	 	2.00	%	 	 	2.25	%
	for Financial
Letters of Credit
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable
	 	 	1.250	%	 	 	1.50	%	 	 	2.00	%	 	 	2.25	%
	Eurodollar Margin
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Floating
	 	 	0.00	%	 	 	0.25	%	 	 	0.75	%	 	 	1.00	%
	Rate Margin
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








(b) (1) Notwithstanding the foregoing or anything else contained in this Agreement to
the contrary, for purposes of computing the Revolving Credit Obligations in connection
with determining the applicable commitment fee, the parties hereto



 









 






acknowledge and agree that to the extent any Escalating L/C is then issued and
outstanding, the applicable commitment fee shall accrue at 200% of the commitment fee
which would be applicable solely by reference to the foregoing table multiplied
by the difference between (x) the Dollar Amount then available to be drawn under
such Escalating L/C and (y) the maximum Dollar Amount (after giving effect to all
possible increases) available to be drawn thereunder.




(2) Upon receipt of the financial statements delivered pursuant to Sections 7.1(A)(i)
and (ii), as applicable, the Applicable Floating Rate Margins, Applicable Eurodollar
Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee Percentage 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, Applicable Eurodollar Margin, Applicable L/C Fee Percentage and
Applicable Commitment Fee Percentage shall be the maximum Applicable Floating Rate
Margins, Applicable Eurodollar Margin, Applicable L/C Fee Percentage and Applicable
Commitment Fee Percentage, 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 Borrowers 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 Subsidiary Borrowers 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 Borrower hereby represents and warrants that
(i) all of the representations and warranties contained in Article VI of the Credit 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 Credit Agreement or any other
documents executed in connection with the Credit Agreement, nor constitute a waiver of any
provision of the Credit Agreement nor any other document executed in connection therewith and (ii)
the Credit Agreement shall remain in full force and effect in accordance with their original terms.



     5. Reference to Credit Agreement. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement or any other Loan Document to “this Agreement,” “hereunder,” or
words of like or similar import shall mean and be reference to the Credit 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 ANY 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 CREDIT 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




CB&I INC. (Formerly Known as CB&I CONSTRUCTORS,

INC.), as a Subsidiary Borrower




By: /s/ Luciano Reyes




Name: Luciano Reyes




Title: Treasurer




CBI SERVICES, INC., as a Subsidiary Borrower




By: /s/ Terrence G. Browne




Name: Terrence G. Browne




Title: Treasurer




Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company N.V. et al

Second Amended and Restated Credit Agreement dated as of October 13, 2006




 









 





CHICAGO BRIDGE & IRON COMPANY (DELAWARE), as a

Subsidiary Borrower




By: /s /Luciano Reyes

Name: Luciano Reyes

Title: Treasurer




CB&I TYLER COMPANY, as a Subsidiary Borrower




By: /s/ Luciano Reyes




Name: Luciano Reyes




Title: Treasurer




CHICAGO BRIDGE & IRON COMPANY B.V., as a Subsidiary

Borrower




By: /s/ Ronald A. Ballschmiede




Name: Ronald A. Ballschmiede




Title: Managing Director




CHICAGO BRIDGE & IRON COMPANY, as a Subsidiary

Borrower




By: /s/ Luciano Reyes




Name: Luciano Reyes


Title: Vice President & Treasurer




Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company N.V. et al

Second Amended and Restated Credit Agreement dated as of October 13, 2006





 









 








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 Griesbach

Name: Mathew Griesbach

Title: Vice President




BANK OF MONTREAL, as


a Documentation Agent and as a Lender




By: /s/ John Armstrong




Name: John Armstrong


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




Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company N.V. et al

Second Amended and Restated Credit Agreement dated as of October 13, 2006





 









 








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




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:__________

Name:

Title:




Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company N.V. et al

Second Amended and Restated Credit Agreement dated as of October 13, 2006





 









 








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




UBS LOAN FINANCE LLC, as a Lender




By: /s/ Irja R. Otsa




Name: Irja R. Otsa




Title: Associate Director




By: /s/ Mary E. Evans




Name: Mary E. Evans




Title: Associate Director




PNC BANK, NATIONAL ASSOCIATION, as a Lender




By: /s/ W.J. Browne




Name: W.J. Browne




Title: Managing Director




Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company N.V. et al

Second Amended and Restated Credit Agreement dated as of October 13, 2006





 









 








CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender




By:___

Name:

Title:




By:___

Name:

Title:




REGIONS BANK, as a Lender




By: /s/ Keith S. Page




Name: Keith S. Page


Title: Senior Vice President




ALLIED IRISH BANK, PLC, as a Lender




By:_/s/ Norbert Galligan___




Name: Norbert Galligan


Title: Vice President




By: /s/ Gregory J. Wiske




Name: Gregory J. Wiske


Title: Vice President




THE NORTHERN TRUST COMPANY, as a Lender




By: /s/ Keith L. Burson




Name: Keith L. Burson


Title: Vice President




Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company N.V. et al

Second Amended and Restated Credit Agreement dated as of October 13, 2006





 









 








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




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




AMEGY BANK NATIONAL ASSOCIATION as a Lender




By: /s/ Jill S. Vaughan




Name: Jill S. Vaughn


Title: Senior Vice President




BANK OF NEW YORK, as a Lender




By: /s/ William M. Feathers




Name: William M. Feathers


Title: Vice President




Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company N.V. et al

Second Amended and Restated Credit Agreement dated as of October 13, 2006





 









 








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




COMPASS BANK, as a Lender




By:___

Name:

Title:




Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company N.V. et al

Second Amended and Restated Credit Agreement dated as of October 13, 2006





 









 








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 Officer




Signature Page to Amendment No. 2 to

Chicago Bridge & Iron Company N.V. et al

Second Amended and Restated Credit Agreement dated as of October 13, 2006





 









 








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. 2 to

Chicago Bridge & Iron Company N.V. et al

Second Amended and Restated Credit Agreement dated as of October 13, 2006





 









 








RIYAD BANK, HOUSTON AGENCY, as a Lender




By: /s/ Paul N. Travis




Name: Paul N. Travis


Title: Vice President & Head of Corporate




By: /s/ Harlene Sridharan




Name: Harlene Sridharan




Title: Operations Manager




THE BANK OF NOVA SCOTIA, as a Lender




By: /s/ James Forward




Name: James Forward




Title: Managing 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. 2 to

Chicago Bridge & Iron Company N.V. et al

Second Amended and Restated Credit Agreement dated as of October 13, 2006