JOINDER TO GUARANTY July 23, 2010
Exhibit 10.5(a)
JOINDER TO GUARANTY
July 23, 2010
July 23, 2010
Reference is hereby made to the Guaranty (the “Guaranty”) made as of the 9th day of
November, 2007 by CHICAGO BRIDGE & IRON COMPANY, a Delaware corporation, CHICAGO BRIDGE & IRON
COMPANY (DELAWARE), a Delaware corporation, CB&I TYLER COMPANY, a Delaware corporation, CB&I
CONSTRUCTORS, INC., a Texas corporation, CBI SERVICES, INC., a Delaware corporation, XXXXXX CBI,
LIMITED, a corporation organized under the laws of Canada, CBI VENEZOLANA, S.A., a corporation
organized under the laws of the Republic of Venezuela, CBI EASTERN ANSTALT, a corporation organized
under the laws of the Principality of Liechtenstein, CBI CONSTRUCTORS PTY, LTD., a corporation
organized under the laws of the Commonwealth of Australia, XXXXXXX FINANCE COMPANY B.V., a
corporation organized under the laws of the Kingdom of the Netherlands, CB&I (EUROPE) B.V., a
corporation organized under the laws of the Kingdom of the Netherlands, ARABIAN GULF MATERIAL
SUPPLY COMPANY, LTD., a corporation organized under the laws of the Cayman Islands, ASIA PACIFIC
SUPPLY CO., a corporation organized under the laws of Delaware, CBI COMPANY LTD., a corporation
organized under the laws of Delaware, CBI CONSTRUCCIONES S.A., a corporation organized under the
laws of Argentina, CBI CONSTRUCTORS LIMITED, a corporation organized under the laws of the United
Kingdom, CBI HOLDINGS (U.K.) LIMITED, a corporation organized under the laws of England and Wales,
CBI OVERSEAS, LLC, a limited liability company organized under the laws of Delaware, CENTRAL
TRADING COMPANY, LTD., a corporation organized under the laws of Delaware, CHICAGO BRIDGE & IRON
(ANTILLES) N.V., a corporation organized under the laws of Curacao, CHICAGO BRIDGE & IRON COMPANY
B.V., a corporation organized under the laws of the Netherlands, CMP HOLDINGS B.V., a corporation
organized under the laws of the Netherlands, PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD., a
corporation organized under the laws of the Cayman Islands, XXXX-XXXXX INTERNATIONAL, L.L.C., a
limited liability company organized under the laws of Delaware, XXXX-XXXXX ENGINEERS, LTD., a
limited partnership organized under the laws of Texas, XXXX-XXXXX HOLDINGS, L.L.C., a limited
liability company organized under the laws of Delaware, XXXX-XXXXX MANAGEMENT, L.L.C., a limited
liability company organized under the laws of Delaware, XXXX-XXXXX, X.X., a limited partnership
organized under the laws of Texas, MATRIX ENGINEERING, LTD., a limited partnership organized under
the laws of Texas, HBI HOLDINGS, L.L.C., a limited liability company organized under the laws of
Delaware, XXXX-XXXXX INTERNATIONAL MANAGEMENT, L.L.C., a limited liability company organized under
the laws of Delaware, A&B BUILDERS, LTD., a limited partnership organized under the laws of Texas,
MATRIX MANAGEMENT SERVICES, L.L.C., a limited liability company organized under the laws of
Delaware, CALLIDUS TECHNOLOGIES INTERNATIONAL, L.L.C., a limited liability company organized under
the laws of Delaware, CALLIDUS TECHNOLOGIES, L.L.C., a limited liability company organized under
the laws of Oklahoma, CONSTRUCTORS INTERNATIONAL, L.L.C., a limited liability company organized
under the laws of Delaware, SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD., a corporation organized
under the laws of the Cayman Islands, CB&I (NIGERIA) LIMITED, a corporation organized under the
laws of Nigeria, CHICAGO BRIDGE & IRON
(ESPANA) S.A., a corporation organized under the laws of
Spain, CBI (PHILLIPINES) INC., a corporation organized under the laws of the Philippines, CB&I XXXX XXXXX
LIMITED, a company organized under the laws of England, XXXXX CONSTRUCTION GROUP, INC., a
corporation organized under the laws of Washington, TPA XXXX-XXXXX, LTD., a partnership organized
under the laws of Texas, and CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY, a limited liability
company organized under the laws of Hungary (the “Initial Guarantors” and along with any
additional Subsidiaries which become parties to this Guaranty by executing a Supplement hereto in
the form attached as Annex I, the “Guarantors”) in favor of the Administrative Agent under
the Term Loan Agreement. Capitalized terms used herein and not defined herein shall have the
meanings given to them in the Guaranty. By its execution below, each of (i) CB&I ENGINEERING
CONSULTANT (SHANGHAI) CO. LTD., a limited liability company organized under the laws of Shanghai,
(ii) CBI CONSTRUCTORS (PNG) PTY. LIMITED, a company limited by shares organized under the laws of
Papua New Guinea, and (iii) CBI COLOMBIANA S.A., a corporation organized under the laws of
Colombia, agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be
bound by such Guaranty as if originally a party thereto. By its execution below, each of the
undersigned represents and warrants as to itself that all of the representations and warranties
contained in Section 2 of the Guaranty are true and correct in all respects as of the date
hereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned have executed and delivered this Joinder to Guaranty as of
the date first written above.
CB&I ENGINEERING CONSULTANT (SHANGHAI) CO. LTD. |
|||
By: | /s/ Xxxxxxxx Xxxxxx Loft | ||
Name: | Xxxxxxxx Xxxxxx Loft | ||
Title: | Executive Director | ||
CBI CONSTRUCTORS (PNG) PTY. LIMITED |
|||
By: | /s/ Xxxx Xxxxx | ||
Name: | Xxxx Xxxxx | ||
Title: | Director | ||
CBI COLOMBIANA S.A. |
|||
By: | /s/ Xxxxxx X. Xxxxxxxxxxxx | ||
Name: | Xxxxxx X. Xxxxxxxxxxxx | ||
Title: | Director |
Signature Page (Joinder to Guaranty — Term)