THIRD AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT
EXHIBIT 10.33(c)
Execution Version
THIRD AMENDMENT
TO NOTE PURCHASE AND GUARANTEE AGREEMENT
TO NOTE PURCHASE AND GUARANTEE AGREEMENT
This Third Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of February 24, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the institutions set forth on the signature pages to this Amendment (collectively, the “Noteholders”).
RECITALS:
A. The Obligors and each of the Noteholders have heretofore entered into the Note Purchase and Guarantee Agreement dated as of July 22, 2015 (as amended, amended and restated, supplemented or otherwise modified, the “Note Purchase Agreement”), pursuant to which the Company issued U.S. $200,000,000 aggregate principal amount of its 4.53% Senior Notes, due July 30, 2025 (the “Notes”).
B. The Obligors and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.
C. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.
D. All requirements of law have been fully complied with and all other acts and things necessary to make this Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.
NOW, THEREFORE, the Obligors and the Noteholders, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, do hereby agree as follows:
SECTION 1. | AMENDMENTS TO NOTE PURCHASE AGREEMENT. |
Subject to the terms and conditions set forth herein, the Note Purchase Agreement (exclusive of Schedules thereto) is amended as follows:
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(a) Section 7.2(a) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
(a) Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Obligors were in compliance with the requirements of Section 10.3 or Section 10.6 through Section 10.10, inclusive, during the quarterly or annual period covered by the statements then being furnished (including (x) with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence and (y) beginning with the fiscal quarter ending December 31, 2016, the quarterly EBITDA associated with the Obligors’ Capital Services business group for each of the preceding four fiscal quarters ended as of the fiscal quarter or fiscal year end covered by such certificate, continuing until such business group is sold). In the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 24.3) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election; and
(b) Section 9.10 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Section 9.10. Maintenance of Rating on Notes . The Company will at all times maintain a rating by a Designated Rating Agency on the Notes. The Company shall notify each holder of a Note in writing of any change in, or withdrawal of, the rating on the Notes, and of its receipt of any written notice that such a change or withdrawal is likely to occur (and of any resulting obligation to pay the fee pursuant to Section 9.12(a)) promptly, and in any event within 5 days, thereafter.
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(c) Section 9.11 of the Note Purchase Agreement is hereby amended by adding a new clause (f) to read as follows:
(f) Further to the provisions of Section 9.11(e), from and after the Third Amendment Effective Date, the Obligors agree that the restrictions on share repurchases added to Section 7.06 in each of the Credit Agreements on or about such date are hereby incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full herein. Specifically, from the Third Amendment Effective Date until the earlier to occur of (x) the date on which the Capital Services Business Sale has been consummated in full and (y) the date occurring on or after the termination of the purchase agreement in respect of the Capital Services Business Sale in accordance with its terms on which the Leverage Ratio is less than 3.00:1.00, neither the Company nor its Subsidiaries shall make any share repurchases. Such restriction on share repurchases shall be deemed to constitute an Incorporated Covenant for purposes of this Section 9.11.
(d) Section 9 of the Note Purchase Agreement is hereby amended by adding a new Section 9.12 to read as follows:
Section 9.12. Payment of Certain Fees.
(a) Investment Grade Rating. If at any time the Company fails to have an Investment Grade Rating on the Notes, the Obligors shall pay a fee (the “Rating Fee”) to each holder in an amount equal to 1.50% (150 bps) per annum (0.375% (37.50 bps) per quarter) of the aggregate principal amount of Notes held by such holder, payable within 30 days of the end of each fiscal quarter in which the Company failed to have such Investment Grade Rating; provided, that if at any time the Leverage Fee (defined in clause (b) below) payable pursuant to Section 9.12(b) is also payable, the Rating Fee payable pursuant to this Section 9.12(a) shall be an amount equal to 1.00% (100 bps) per annum (0.25% (25 bps) per quarter) of the aggregate principal amount of Notes held by such holder. For purposes of clarity, at any time that both the Rating Fee and Leverage Fee are payable, the aggregate fees payable under this Section 9.12
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shall equal 1.50% (150 bps) per annum (0.375% (37.50 bps) per quarter).
(b) Leverage Ratio. During the period beginning with the fiscal quarter ending December 31, 2016 and ending December 31, 2017, if the Leverage Ratio as of the last day of any fiscal quarter exceeds 3.00 to 1.00, the Obligors shall pay a fee (the “Leverage Fee”) to each holder of the Notes equal to 0.50% (50 bps) per annum (0.125% (12.5 bps) per quarter) of the aggregate principal amount of Notes held by such holder, payable with respect to the fiscal quarter in which such ratio exceeded 3.00:1.00 on the date of delivery of corresponding financial statements pursuant to Section 7.1(a) or Section 7.1(b) and, in any event, not later than the last date such financial statements are required to be delivered, if not earlier delivered. Payment of the Leverage Fee shall not excuse or cure any Default or Event of Default arising from the Obligors’ failure to comply with the terms of Section 10.7.
(c) Any fee payable pursuant to Section 9.12(a) or Section 9.12(b) shall be in addition to any increased interest payable at any applicable Default Rate and any other amount due in connection with an Event of Default.
(e) Section 9 of the Note Purchase Agreement is hereby further amended by adding a new Section 9.13 to read as follows:
Section 9.13. Prepayment in Connection with Capital Services Business Sale. (a) The Obligors shall apply the net proceeds of the Capital Services Business Sale to prepay Senior Indebtedness outstanding under this Agreement, the 2012 NPA, the 2015 Term Loan Agreement, the Existing Credit Agreement, the Revolving Credit Facility and the Bilateral Revolving Credit Agreements (the “Specified Facilities”) on a pro rata basis, based on the outstanding principal amount thereunder as of the last day of the fiscal quarter immediately preceding the closing of the Capital Services Business Sale (such pro rata portion of net proceeds applicable to the Notes, herein the “Ratable Amount”) in accordance with this Section 9.13. The Obligors shall, promptly (and in any event within five (5) Business Days) following the closing of the Capital Services Business
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Sale, make a written offer to prepay the Notes in an aggregate amount equal to the Ratable Amount (which Ratable Amount shall include interest accrued to the date of prepayment), but without the Make-Whole Amount, and specifying a prepayment date that is not later than 30 days following the closing of the Capital Services Business Sale. Such offer of prepayment shall be made pro rata among all of the Notes under this Agreement, without regard to series (unless a holder of the Notes or a holder of 2012 Notes declines all or a portion of its pro rata share of such prepayment at par, in which case, such declined amount shall be offered on a pro rata basis to the holders of Notes and holders of 2012 Notes that have accepted such offer of prepayment). The initial offer to prepay the Notes shall be made pursuant to Section 8.5 of this Agreement. With respect to the aggregate pro rata portion of the net proceeds payable under the 2015 Term Loan Agreement, the Existing Credit Agreement, the Revolving Credit Facility and the Bilateral Revolving Credit Agreements, the Company shall determine the allocation as among such Specified Facilities. Notwithstanding the foregoing, to the extent any net proceeds of the Capital Services Business Sale offered to the holders of the Notes for prepayment are ultimately declined for prepayment (for clarity, after any declined proceeds are re-offered to the holders of Notes and holders of 2012 Notes that have accepted the initial offer of prepayment, as provided above), the amount of such declined proceeds shall be applied by the Obligors to prepay Senior Indebtedness outstanding under the other Specified Facilities, as determined by the Company.
(b) On the date that the Obligors receive the proceeds from the Capital Services Business Sale, the Ratable Amount of such proceeds allocable to the Notes shall be deposited, in cash, into a segregated deposit account of the Company at a bank that is not a lender to the Obligors or their Subsidiaries (under any of the Specified Facilities or otherwise), and such funds shall remain in such account for the benefit of the holders until the prepayment required under this Section 9.13 is made.
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(f) Section 10.2 of the Note Purchase Agreement is hereby amended by adding the following sentence at the end thereof:
The Capital Services Business Sale shall be deemed a conveyance permitted under this Section 10.2 and, notwithstanding anything to the contrary contained herein, CB&I Government Solutions, Inc. and CB&I Environmental & Infrastructure, Inc. shall be released automatically from their obligations under the Subsidiary Guarantee concurrent with, and conditioned upon, their ceasing to be Subsidiaries of the Obligors upon the consummation of the Capital Services Business Sale.
(g) Section 10.7 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Section 10.7. Leverage Ratio. The Parent Guarantor shall not permit the ratio (the “Leverage Ratio”) of (i) all Adjusted Indebtedness of the Parent Guarantor and its Subsidiaries as of any date of determination (but excluding Excluded JV Indebtedness) to (ii) EBITDA for the most recently-ended period of four-fiscal quarters for which financial statements were required to be delivered to exceed the lesser of:
(a) 3.00:1.00; provided that beginning December 31, 2016, and ending on the earlier of (x) December 31, 2017 and (y) the last day of the first fiscal quarter in which the 45th-day immediately following the closing of the Capital Services Business Sale occurs, the foregoing ratio of 3.00:1.00 shall be increased to 3.50:1.00, and
(b) the level required to be maintained under a similar leverage covenant contained in any Credit Agreement for such applicable fiscal period.
For purposes of this Section, if during the period of calculation any Obligor or any Subsidiary shall have acquired or disposed of any Person or acquired or disposed of all or substantially all of the operating assets of any Person, EBITDA for such period shall be
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calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.
The Leverage Ratio shall be calculated as of the last day of each fiscal quarter based upon (A) for Adjusted Indebtedness, Adjusted Indebtedness (but excluding Excluded JV Indebtedness) as of the last day of each such fiscal quarter and (B) for EBITDA, the actual amount for the four quarter period ending on such day, calculated, with respect to acquisitions and disposals, if any, as provided in the preceding paragraph.
(h) Section 10.8 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Section 10.8. Consolidated Net Worth . The Parent Guarantor shall not permit its Consolidated Net Worth at any time on or after December 31, 2016 to be less than (a) the sum of (x) eighty-five percent (85%) of the actual net worth of the Parent Guarantor and its Subsidiaries on a consolidated basis as of December 31, 2016 (after giving effect to write downs associated with the Capital Services Business Sale) plus (y) fifty percent (50%) of the sum of Consolidated Net Income (if positive) earned in each fiscal quarter, commencing with the fiscal quarter ending on March 31, 2017, less (b) a one-time non-cash tax expense resulting from the tax gain on the Capital Services Business Sale, taken at the time of such sale, not to exceed $150,000,000. Notwithstanding the foregoing, in no event shall Consolidated Net Worth of the Parent Guarantor required by this Section 10.8 as of December 31, 2016 be less than $1,200,000,000.
SECTION 2. | AMENDMENTS TO DEFINED TERMS. |
Schedule B to the Note Purchase Agreement is hereby amended by adding the following new definitions in their proper alphabetical order:
“2012 Notes” means the Company’s (i) U.S. $150,000,000 aggregate principal amount of its 4.15% Senior Notes, Series A, due December 27, 2017, (ii) U.S. $225,000,000 aggregate principal amount of its 4.57% Senior Notes, Series B, due December 27, 2019,
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(iii) U.S. $275,000,000 aggregate principal amount of its 5.15% Senior Notes, Series C, due December 27, 2022 and (iv) U.S. $150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024, issued under the 2012 NPA.
“2012 NPA” means the Note Purchase Agreement dated as of December 27, 2012 between the Company, the Parent Guarantor and the Purchasers named therein, as amended, restated, assumed, supplemented or otherwise modified from time to time.
“Bilateral Revolving Credit Agreements” means the following revolving credit facilities (i) a revolving credit facility of up to $263,000,000 between the Parent Guarantor and Intesa San Paolo, (ii) a revolving credit facility of up to $100,000,000 between the Parent Guarantor and SunTrust Bank, (iii) a revolving credit facility of up to $50,000,000 between the Parent Guarantor and Santander and (iv) a revolving credit facility of up to $50,000,000 between the Parent Guarantor and National Bank of Kuwait.
“Capital Services Business Sale” means the sale by the Parent Guarantor of all or substantially all of its Capital Services group business.
“DBRS” means DBRS, Inc. or its successors.
“Designated Rating Agency” means any of DBRS, S&P, Xxxxx’x or Fitch.
“Xxxxx” means Fitch IBCA, Inc. or its successors.
“Investment Grade Rating” means a senior unsecured long term debt rating with respect to the Notes of (a) “BBB (low)” or better by DBRS, Inc., (b) “BBB-” or better by S&P, (c) “Baa3” or better by Moody’s, or (d) “BBB-” or better by Fitch (or an equivalent rating from any successor to any of the foregoing); provided that if at any time the Obligors hold ratings from (i) two (but only two) of the foregoing rating agencies, the lower of such ratings shall apply, and (ii) three or more of the foregoing rating agencies, the second lowest of such ratings shall apply.
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“Moody’s” means means Xxxxx’x Investors Service, Inc. or its successors.
“S&P” means Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Company, or its successors.
“Third Amendment Effective Date” means February 24, 2017.
SECTION 3. | REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS. |
To induce the Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), each Obligor represents and warrants to the Noteholders that:
(a) this Amendment has been duly authorized, executed and delivered by it and this Amendment constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
(b) the Note Purchase Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
(c) the execution, delivery and performance by such Obligor of this Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including, without limitation, any Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 3(c);
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(d) as of the date hereof immediately prior to and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing;
(e) no fee or form of other consideration is being paid or given to any lender under any outstanding Credit Agreement to consent to an amendment to any such Credit Agreement related to substantially similar matters referred to in this Amendment, other than (i) an increase in interest payable on the loans of 0.25% (25 bps) on the outstanding principal amount thereof and corresponding increases to applicable commitment and letter of credit fees at such times as the leverage ratio thereunder exceeds 3.00:1.00, and (ii) an amendment fee equal to 0.125% (12.5 bps) on the aggregate outstanding principal amount thereof held by the lenders consenting thereto, payable upon execution of such amendments; and
(f) all of the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects (in all respects in the case of representations and warranties qualified by materiality, Material Adverse Effect or similar language in the text thereof) with the same force and effect as if made by such Obligor on and as of the date hereof, except to the extent that such representations and warranties expressly relate solely to an earlier date or due solely as a result of actions taken by the Obligors in accordance with the covenants set forth in the Note Purchase Agreement; and
(g) the Subsidiary Guarantors executing this Amendment constitute all of the Subsidiary Guarantors as of the date hereof.
SECTION 4. | EFFECTIVENESS; CONDITIONS PRECEDENT. |
This Amendment and the amendments to the Note Purchase Agreement provided in Sections 1 and 2 hereof shall be effective as of the date first written above upon the satisfaction of the following conditions precedent:
(a) executed counterparts of this Amendment, duly executed by the Obligors and the holders of not less than 51% of the outstanding principal of the Notes and consented to by the Subsidiary Guarantors shall have been delivered to the Noteholders;
(b) the representations and warranties of the Obligors set forth in Section 3 hereof are true and correct on and with respect to the date hereof;
(c) the Obligors shall have paid the fees and expenses of Xxxxxxx and Xxxxxx LLP, counsel to the Noteholders in connection with the negotiation, preparation, approval, execution and delivery of this Amendment;
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(d) the Noteholders shall have received a copy of any amendment to each outstanding Credit Agreement incorporating substantially similar amendments to those contained in this Amendment;
(e) each holder of a Note shall have received the Leverage Fee provided for in Section 9.12(b) of the Note Purchase Agreement (as amended hereby), payable in connection with the fiscal quarter ended December 31, 2016, on the aggregate outstanding principal amount of each Note held by such holder; and
(f) in addition to the fee payable pursuant to Section 4(e) above, each holder of a Note shall have received a work fee in an amount equal to 0.20% (20 bps) on the aggregate outstanding principal amount of each Note held by such holder.
SECTION 5. | MISCELLANEOUS. |
(a) This Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.
(b) Each Subsidiary Guarantor (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under its Subsidiary Guarantee, and (iii) agrees that this Amendment and all documents delivered in connection herewith do not operate to reduce or discharge its obligations under the Note Purchase Agreement or its Subsidiary Guarantee.
(c) Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Note Purchase Agreement without making specific reference to this Amendment but nevertheless all such references shall include this Amendment unless the context otherwise requires.
(d) The descriptive headings of the various Sections or parts of this Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.
(e) This Amendment shall be governed by and construed in accordance with New York law.
[Signature pages follow.]
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IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the date first written above.
CHICAGO BRIDGE & IRON COMPANY N.V., as the Parent Guarantor
By: CHICAGO BRIDGE & IRON COMPANY B.V., as its Managing Director
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | Authorized Signatory | |||
[Signature to Third Amendment to 2015 Note Purchase Agreement]
CHICAGO BRIDGE & IRON COMPANY, a Delaware corporation | |||||||||
By: | /s/ Xxxxxxx X. Xxxx | ||||||||
Name: | Xxxxxxx X. Xxxx | ||||||||
Title: | Authorized Signatory | ||||||||
CHICAGO BRIDGE & IRON COMPANY (DELAWARE) | |||||||||
By: | /s/ Xxxxxxx X. Xxxx | ||||||||
Name: | Xxxxxxx X. Xxxx | ||||||||
Title: | Authorized Signatory | ||||||||
CB&I TYLER COMPANY | |||||||||
By: | /s/ Xxxxxxx Xxxxx | ||||||||
Name: | Xxxxxxx Xxxxx | ||||||||
Title: | Treasurer | ||||||||
CB&I, LLC | |||||||||
By: | CB&I HoldCo, LLC, its Sole Member | ||||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | ||||||||
Name: | Xxxxxx X. Xxxxxxxx | ||||||||
Title: | Secretary | ||||||||
CHICAGO BRIDGE & IRON COMPANY, an Illinois corporation |
By: | /s/ Xxxxxxx Xxxxx | ||||||||
Name: | Xxxxxxx Xxxxx | ||||||||
Title: | Treasurer | ||||||||
A&B BUILDERS, LTD. | |||||||||
By: | /s/ Xxxxxxx Xxxxx | ||||||||
Name: | Xxxxxxx Xxxxx | ||||||||
Title: | Treasurer | ||||||||
ASIA PACIFIC SUPPLY COMPANY | |||||||||
By: | /s/ Xxxxxxx Xxxxx | ||||||||
Name: | Xxxxxxx Xxxxx | ||||||||
Title: | Treasurer | ||||||||
[Signature to Third Amendment to 2015 Note Purchase Agreement]
CBI AMERICAS LTD. | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
CSA TRADING COMPANY, LTD. | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
CB&I WOODLANDS L.L.C. | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
CBI COMPANY LTD. | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
CENTRAL TRADING COMPANY, LTD. | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
CONSTRUCTORS INTERNATIONAL, L.L.C. |
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
HBI HOLDINGS, L.L.C. | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
XXXX-XXXXX INTERNATIONAL, L.L.C. | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
[Signature to Third Amendment to 2015 Note Purchase Agreement]
XXXX-XXXXX ENGINEERS, LTD. | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
XXXX-XXXXX HOLDINGS, L.L.C. | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
XXXX-XXXXX MANAGEMENT, L.L.C. | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
XXXX-XXXXX INTERNATIONAL MANAGEMENT L.L.C. |
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
MATRIX ENGINEERING, LTD. |
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
MATRIX MANAGEMENT SERVICES, L.L.C. |
By: | /s/ Xxxxxxx Xxxxx | ||||
Name: | Xxxxxxx Xxxxx | ||||
Title: | Treasurer | ||||
OCEANIC CONTRACTORS, INC. | |||||
By: | /s/ Xxxxxxx Xxxxx | ||||
Name: | Xxxxxxx Xxxxx | ||||
Title: | Treasurer | ||||
CBI VENEZOLANA, S.A. | |||||
By: | /s/ Rui Xxxxxxx Xxxxx | ||||
Name: | Rui Xxxxxxx Xxxxx | ||||
Title: | Treasurer | ||||
[Signature to Third Amendment to 2015 Note Purchase Agreement]
CBI MONTAJES DE CHILE LIMITADA | |||||
By: | /s/ Rui Xxxxxxx Xxxxx | ||||
Name: | Rui Xxxxxxx Xxxxx | ||||
Title: | Director/Legal Representative | ||||
CB&I EUROPE B.V. | |||||
By: | /s/ Xxxxxxx Xxxxxxx | ||||
Name: | Xxxxxxx Xxxxxxx | ||||
Title: | Director | ||||
CBI EASTERN ANSTALT | |||||
By: | /s/ Xxxxxxx Xxxxxxx | ||||
Name: | Xxxxxxx Xxxxxxx | ||||
Title: | Director | ||||
CB&I POWER COMPANY B.V. (f/k/a/ CMP HOLDINGS B.V.) |
By: | /s/ Xxxxxxx Xxxxxxx | ||||
Name: | Xxxxxxx Xxxxxxx | ||||
Title: | Director | ||||
CBI CONSTRUCTORS PTY LTD | |||||
By: | /s/ Xxx Xxxxxxx Bendesh | ||||
Name: | Xxx Xxxxxxx Bendesh | ||||
Title: | Director | ||||
CBI ENGINEERING AND CONSTRUCTION | ||||
CONSULTANT (SHANGHAI) CO. LTD. | ||||
By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | Chairman | |||
CBI (PHILIPPINES), INC. | ||||
By: | /s/ Xxx Xxxxxxxx | |||
Name: | Xxx Xxxxxxxx | |||
Title: | President | |||
CBI OVERSEAS, LLC | ||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Secretary | |||
[Signature to Third Amendment to 2015 Note Purchase Agreement]
CB&I CONSTRUCTORS LIMITED | ||||
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Director | |||
CB&I HOLDINGS (U.K.) LIMITED | ||||
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Director | |||
CB&I UK LIMITED | ||||
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Director | |||
CB&I MALTA LIMITED | ||||
By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | Director | |||
LUTECH RESOURCES LIMITED | ||||
By: | /s/ Xxxxxxxx Xxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxx | |||
Title: | Secretary | |||
NETHERLANDS OPERATING COMPANY B.V. |
By: | /s/ H.M. Koese | |||||
Name: | H. M. Koese | |||||
Title: | Director | |||||
CBI NEDERLAND B.V. | ||||||
By: | /s/ Xxxxx Xxxxx | |||||
Name: | Xxxxx Xxxxx | |||||
Title: | Director | |||||
[Signature to Third Amendment to 2015 Note Purchase Agreement]
ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD. |
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Director | |||
PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD. |
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Director | |||
SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD. |
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Director | |||
CHICAGO BRIDGE & IRON (ANTILLES) N.V. |
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | Managing Director | |||
XXXXXX TECHNOLOGY HEAT TRANSFER B.V. |
By: | /s/ Xxxx X. Xxxxxxxx, Xx. | |||||||
Name: | Xxxx X. Xxxxxxxx, Xx. | |||||||
Title: | Director | |||||||
XXXXXXX FINANCE COMPANY B.V. | ||||||||
By: | /s/ Xxxxxxx X. Xxxx | |||||||
Name: | Xxxxxxx X. Xxxx | |||||||
Title: | Managing Director | |||||||
CB&I FINANCE COMPANY LIMITED | ||||||||
By: | /s/ Xxxxx X. Xxxxxx | |||||||
Name: | Xxxxx X. Xxxxxx | |||||||
Title: | Director | |||||||
CB&I OIL & GAS EUROPE B.V. | ||||||||
By: | /s/ Xxxxxxx X. Xxxx | |||||||
Name: | Xxxxxxx X. Xxxx | |||||||
Title: | Managing Director | |||||||
[Signature to Third Amendment to 2015 Note Purchase Agreement]
CBI COLOMBIANA S.A. | ||||||||
By: | /s/ Xxxxxxx X. Xxxx | |||||||
Name: | Xxxxxxx X. Xxxx | |||||||
Title: | Director | |||||||
CHICAGO BRIDGE & IRON COMPANY B.V. |
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | Managing Director | |||
XXXXXX INTERNATIONAL CORPORATION |
By: | /s/ Xxxx X. Xxxxxxxx, Xx. | |||
Name: | Xxxx X. Xxxxxxxx, Xx. | |||
Title: | Vice President – Finance – Treasurer | |||
XXX XX ENGINEERING CO., LTD. | ||||
By: | /s/ Xxxx X. Xxxxxxxx, Xx. | |||
Name: | Xxxx X. Xxxxxxxx, Xx. | |||
Title: | Director | |||
CB&I TECHNOLOGY VENTURES, INC. |
(f/k/a XXXXXX CATALYST COMPANY LTD.) |
By: | /s/ Xxxx X. Xxxxxxxx, Xx. | |||||||
Name: | Xxxx X. Xxxxxxxx, Xx. | |||||||
Title: | Vice President & Treasurer | |||||||
XXXXXX OVERSEAS CORPORATION | ||||||||
By: | /s/ Xxxx X. Xxxxxxxx, Xx. | |||||||
Name: | Xxxx X. Xxxxxxxx, Xx. | |||||||
Title: | Vice President & Treasurer | |||||||
CATALYTIC DISTILLATION TECHNOLOGIES |
By: | /s/ Xxxx X. Xxxxxxxx, Xx. | |||
Name: | Xxxx X. Xxxxxxxx, Xx. | |||
Title: | Management Committee Member | |||
[Signature to Third Amendment to 2015 Note Purchase Agreement]
XXXXXX TECHNOLOGY, INC. | ||||
By: | /s/ Xxxx X. Xxxxxxxx, Xx. | |||
Name: | Xxxx X. Xxxxxxxx, Xx. | |||
Title: | CFO & Treasurer | |||
CBI SERVICES, LLC | ||||
By: | CB&I HoldCo, LLC, its Sole Member | |||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Secretary | |||
WOODLANDS INTERNATIONAL INSURANCE COMPANY |
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Director | |||
CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY |
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | Director | |||
XXXXXX NOVOLEN TECHNOLOGY GMBH |
By: | /s/ Xxxxxxxxx Xxxxxxx | |||
Name: | Xxxxxxxxx Xxxxxxx | |||
Title: | Managing Director | |||
CB&I XXXXXX GMBH | ||||
By: | /s/ Xxxxxxx Xxxxxxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxxxxxx | |||
Title: | Managing Director | |||
CB&I S.R.O. | ||||
By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Managing Director | |||
CBI PERUANA S.A.C. | ||||
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | General Manager | |||
[Signature to Third Amendment to 2015 Note Purchase Agreement]
XXXXXX CBI, LIMITED | ||||
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Director | |||
CB&I (NIGERIA) LIMITED | ||||
By: | /s/ Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | |||
Title: | Director | |||
CB&I SINGAPORE PTE LTD. | ||||
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | Director | |||
CB&I NORTH CAROLINA, INC. | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Director | |||
XXXX ALLOY PIPING PRODUCTS, LLC | |||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Manager | |||
CB&I Xxxxxx LA, L.L.C. | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Manager | |||
CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC. | ||||
(f/k/a XXXX ENVIRONMENTAL, INC.) | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Director | |||
[Signature to Third Amendment to 2015 Note Purchase Agreement]
CB&I OVERSEAS (FAR EAST) LTD. | ||||||||||
By: | /s/ Xxxxxxx X. Xxxx | |||||||||
Name: | Xxxxxxx X. Xxxx | |||||||||
Title: | Director | |||||||||
THE XXXX GROUP INC. | ||||||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||||
Name: | Xxxxxxx Xxxxx | |||||||||
Title: | Treasurer | |||||||||
XXXXXX GASIFICATION TECHNOLOGY LICENSING COMPANY | ||||||||||
By: | /s/ Xxxx X. Xxxxxxxx, Xx. | |||||||||
Name: | Xxxx X. Xxxxxxxx, Xx. | |||||||||
Title: | Director | |||||||||
CB&I LAURENS, INC. | ||||||||||
By: | /s/ Xxxxxxx X. Xxxx | |||||||||
Name: | Xxxxxxx X. Xxxx | |||||||||
Title: | Vice President – Global Tax | |||||||||
CB&I GOVERNMENT SOLUTIONS, INC. | ||||||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||||
Name: | Xxxxxxx Xxxxx | |||||||||
Title: | Director | |||||||||
XXXX SSS FABRICATORS, INC. | ||||||||||
By: | /s/ Xxxxxxx Xxxxx | |||||||||
Name: | Xxxxxxx Xxxxx | |||||||||
Title: | Treasurer | |||||||||
CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS) | ||||||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||||||
Name: | Xxxxxx X. Xxxxxxxx | |||||||||
Title: | Secretary | |||||||||
CBI US HOLDING COMPANY, INC | ||||||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||||||
Name: | Xxxxxx X. Xxxxxxxx | |||||||||
Title: | Secretary | |||||||||
[Signature to Third Amendment to 2015 Note Purchase Agreement]
CBI HOLDCO TWO, INC | ||||||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||||||
Name: | Xxxxxx X. Xxxxxxxx | |||||||||
Title: | Secretary | |||||||||
CBI COMPANY BV | ||||||||||
By: | /s/Xxxxx Xxxxx | |||||||||
Name: | Xxxxx Xxxxx | |||||||||
Title: | Director | |||||||||
[Signature to Third Amendment to 2015 Note Purchase Agreement]
This Amendment is hereby
accepted and agreed to as
of the date thereof.
THE GIBRALTAR LIFE INSURANCE CO., LTD.
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Adviser
By: /s/ Xxxxx X.
Vice President
We acknowledge that The Gibraltar Life Insurance Co., Ltd. holds $34,000,000.00 of the Notes.
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Xxxxx X.
Vice President
We acknowledge that The Prudential Insurance Company of America holds $24,150,000.00 of the Notes.
PRUDENTIAL RETIREMENT GUARANTEED
COST BUSINESS TRUST
By: PGIM, Inc., as investment manager
By: /s/ Xxxxx X.
Vice President
We acknowledge that Prudential Retirement Guaranteed Cost Business Trust holds $1,000,000.00 of the Notes.
[Signature to Third Amendment to 2015 Note Purchase Agreement]
Chicago Bridge & Iron Company (Delaware)
Chicago Bridge & Iron Company N.V.
This Amendment is hereby
accepted and agreed to as
of the date thereof.
FARMERS INSURANCE EXCHANGE
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)
(as its General Partner)
By: /s/ Xxxxx X.
Vice President
We acknowledge that Farmers Insurance Exchange holds $7,595,000.00 of the Notes.
MID CENTURY INSURANCE COMPANY
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)
(as its General Partner)
By: /s/ Xxxxx X.
Vice President
We acknowledge that Mid Century Insurance Company holds $3,255,000.00 of the Notes.
[Signature to Third Amendment to 2015 Note Purchase Agreement]
Chicago Bridge & Iron Company (Delaware)
Chicago Bridge & Iron Company N.V.
This Amendment is hereby
accepted and agreed to as
of the date thereof.
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Senior Vice President and Managing Director
We acknowledge that Metropolitan Life Insurance Company holds $17,800,000.00 of the Notes.
METLIFE INSURANCE K.K.
by MetLife Investment Advisors, LLC, Its Investment Manager
NEW ENGLAND LIFE INSURANCE COMPANY
by MetLife Investment Advisors, LLC, Its Investment Manager
SYMETRA LIFE INSURANCE COMPANY
by MetLife Investment Advisors, LLC, Its Investment Manager
By: /s/ C. Xxxxx Xxxxxx
Name: C. Xxxxx Xxxxxx
Title: Managing Director
We acknowledge that Metlife Insurance K.K. holds $4,600,000.00 of the Notes.
We acknowledge that Symetra Life Insurance Company holds $9,000,000.00 of the Notes.
We acknowledge that New England Life Insurance Company holds $4,600,000.00 of the Notes.
[Signature to Third Amendment to 2015 Note Purchase Agreement]
Chicago Bridge & Iron Company (Delaware)
Chicago Bridge & Iron Company N.V.
This Amendment is hereby
accepted and agreed to as
of the date thereof.
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By: | Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact |
By /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President
We acknowledge that The Lincoln National Life Insurance Company holds $33,000,000 of the Notes.
[Signature to Third Amendment to 2015 Note Purchase Agreement]
Chicago Bridge & Iron Company (Delaware)
Chicago Bridge & Iron Company N.V.
This Amendment is hereby
accepted and agreed to as
of the date thereof.
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By | /s/ Xxxxxx X. Xxxxxxx |
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
We acknowledge that The Guardian Life Insurance Company of America holds $25,000,000 of the Notes.
[Signature to Third Amendment to 2015 Note Purchase Agreement]
Chicago Bridge & Iron Company (Delaware)
Chicago Bridge & Iron Company N.V.
This Amendment is hereby
accepted and agreed to as
of the date thereof.
GENWORTH LIFE AND ANNUITY INSURANCE COMPANY
By | /s/ Xxxx X. Xxxx |
Name: Xxxx X. Xxxx
Title: Investment Officer
We acknowledge that Genworth Life and Annuity Insurance Company holds $13,000,000 of the Notes.
GENWORTH LIFE INSURANCE COMPANY OF NEW YORK
By | /s/ Xxxx X. Xxxx |
Name: Xxxx X. Xxxx
Title: Investment Officer
We acknowledge that Genworth Life and Annuity Insurance Company holds $2,000,000 of the Notes.
[Signature to Third Amendment to 2015 Note Purchase Agreement]
Chicago Bridge & Iron Company (Delaware)
Chicago Bridge & Iron Company N.V.
This Amendment is hereby
accepted and agreed to as
of the date thereof.
SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY
By | /s/ Xxxxx Xxxxxx |
Name: Xxxxx Xxxxxx
Title: Senior Portfolio Manager
We acknowledge that Southern Farm Bureau Life Insurance Company holds $10,000,000 of the Notes.
[Signature to Third Amendment to 2015 Note Purchase Agreement]
Chicago Bridge & Iron Company (Delaware)
Chicago Bridge & Iron Company N.V.
This Amendment is hereby
accepted and agreed to as
of the date thereof.
AMERICAN FAMILY LIFE INSURANCE COMPANY
By | /s/ Xxxxx X. Xxxx |
Name: Xxxxx X. Xxxx
Title: Fixed Income Portfolio Manager
We acknowledge that American Family Life Insurance Company holds $5,000,000 of the Notes.
[Signature to Third Amendment to 2015 Note Purchase Agreement]
Chicago Bridge & Iron Company (Delaware)
Chicago Bridge & Iron Company N.V.
This Amendment is hereby
accepted and agreed to as
of the date thereof.
ASSURITY LIFE INSURANCE COMPANY
By | /s/ Xxxxxx Xxxxx |
Name: Xxxxxx Xxxxx
Title: Senior Director - Investments
We acknowledge that Assurity Life Insurance Company holds $3,000,000 of the Notes.
[Signature to Third Amendment to 2015 Note Purchase Agreement]
Chicago Bridge & Iron Company (Delaware)
Chicago Bridge & Iron Company N.V.
This Amendment is hereby
accepted and agreed to as
of the date thereof.
CMFG LIFE INSURANCE COMPANY
By: MEMBERS Capital Advisors, Inc.
acting as Investment Advisor
acting as Investment Advisor
By | /s/ Xxxx Xxxxxxxx |
Name: Xxxx Xxxxxxxx
Title: Managing, Director, Investments
We acknowledge that CMFG Life Insurance Company holds $3,000,000 of the Notes.
[Signature to Third Amendment to 2015 Note Purchase Agreement]
Chicago Bridge & Iron Company (Delaware)
Chicago Bridge & Iron Company N.V.
