SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.3
Execution Version
This Second Supplemental Indenture (this “Supplemental Indenture”), dated as of May 10, 2018, among McDermott Technology (Americas), Inc. (“Survivor Corp. 1”), McDermott Technology (US), Inc. (“Survivor Corp. 2” and together with Survivor Corp. 1, the “Post-Merger Co-Issuers”), as the Issuers, each of the Guarantors listed on the signature pages hereto (collectively, the “Guaranteeing Subsidiaries”), and Xxxxx Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
WITNESSETH
WHEREAS, McDermott Escrow 1, Inc. (“Escrow Issuer 1”) and McDermott Escrow 2, Inc. (“Escrow Issuer 2” and, together with Escrow Issuer 1, the “Initial Co-Issuers”) have heretofore executed and delivered to the Trustee an Indenture (as supplemented, the “Indenture”), dated as of April 18, 2018, providing for the issuance of $1,300,000,000 aggregate principal amount of 10.625% Senior Notes due 2024 (the “Notes”);
WHEREAS, on the date hereof, (i) Escrow Issuer 1 has merged with and into Survivor Corp. 1 and Escrow Issuer 2 has merged with and into Survivor Corp. 2, with the Post-Merger Co-Issuers being the surviving Persons of such mergers and the Initial Co-Issuers ceasing to exist and (ii) XxXxxxxxx International, Inc. and certain of its subsidiaries have become parties to the Indenture as Guarantors pursuant to a separate supplemental indenture; and
WHEREAS, pursuant to Section 9.5 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) [Reserved].
(3) Agreement to Guarantee. The Guaranteeing Subsidiaries each hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations of the Issuers pursuant to the Notes and the Indenture in accordance with Section 10.1(a) of the Indenture.
(4) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Post-Merger Co-Issuers or any Guarantor or their subsidiaries (other than the Post-Merger Co-Issuers and the Guarantors) shall have any liability for any obligations of the Post-Merger Co-Issuers or the Guarantors under the Notes, the
Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
(5) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(6) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
(7) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
(8) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Post-Merger Co-Issuers and the Guaranteeing Subsidiaries.
(9) Successors. All agreements of each of the Post-Merger Co-Issuers and the Guaranteeing Subsidiaries in this Supplemental Indenture shall bind its successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
(10) Limitation on Guarantor’s Liability.
| (a) | Ireland |
(1) Notwithstanding anything set out to the contrary in the Indenture, this Supplemental Indenture or any other Indenture Document to the contrary, the Guarantee provided by the Guaranteeing Subsidiaries does not extend to any part of the Notes Obligations to the extent that doing so would result in the Guarantee constituting unlawful financial assistance within the meaning of section 82 of the Companies Xxx 0000 of Ireland.
| (b) | Arkansas |
(1) Each Guaranteeing Subsidiary organized or incorporated in Arkansas acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture, and that the waivers set forth in the Indenture are knowingly made in contemplation of such benefits.
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| (c) | Liechtenstein |
(1) If and to the extent that (i) the obligations of a Guaranteeing Subsidiary incorporated under the laws of Liechtenstein (each, a “Liechtenstein Guarantor”) which arise under this Supplemental Indenture or any other Secured Debt Document (as defined in the Collateral Agency and Intercreditor Agreement (as defined in the Credit Agreement)) as well as any payments thereunder are for the benefit of the Liechtenstein Guarantor’s (a) direct or indirect shareholder(s), or (b) other affiliated companies (other than its direct or indirect subsidiaries), and (ii) complying with such obligations would constitute a violation of Art. 545 (2) of the Liechtenstein Persons and Companies Act (Personen- und Gesellschaftsrecht) or similar mandatory provisions of Liechtenstein corporate law prohibiting capital repayment or restricting profit distributions, then the aggregate obligations of the Liechtenstein Guarantor under this Supplemental Indenture and any other Secured Debt Document shall be limited as follows:
(i) The aggregate obligations of the Liechtenstein Guarantor under any Secured Debt Document (including but not limited to this Supplemental Indenture) including the proceeds from the enforcement of any security interest granted by the Liechtenstein Guarantor under any Secured Debt Document shall be limited to the maximum amount of the Liechtenstein Guarantor’s distributable net assets available for distribution to the shareholders of the respective Liechtenstein Guarantor in accordance with Art. 545 (2) of the Liechtenstein Persons and Companies Act (Personen- und Gesellschaftsrecht) and other mandatory provisions of Liechtenstein corporate law and the provisions of its articles of association and by-laws (net of taxes, if applicable) at the time the relevant payment becomes due (from time to time, each a “Liechtenstein Minimum Guarantee Amount”).
(ii) The limitations set out herein (as may apply) shall not (generally or definitively) free the Liechtenstein Guarantor from its obligations hereunder or under any other Secured Debt Document in excess thereof, but merely postpone the fulfilment date thereof until such time or times as fulfilment is again possible in accordance with the above mentioned limitations.
(iii) In order to allow the Holders to obtain the maximum benefit under and out of this Supplemental Indenture and the other Secured Debt Documents, the Liechtenstein Guarantor undertakes to promptly implement all such measures and/or to promptly procure the fulfilment of all prerequisites allowing it to make the (requested) payment(s), including the following:
(1) preparation of an audited interim balance sheet (geprüfter Zwischenabschluss) of the Liechtenstein Guarantor in accordance with generally accepted accounting principles and Liechtenstein law, observing the accounting principles applied in the previous years for the creation of the non-consolidated financial statement;
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(2) confirmation of the auditors of the relevant Liechtenstein Guarantor that the relevant Liechtenstein Minimum Guarantee Amount represents (the maximum of) freely distributable profits (verfügbarer Reingewinn);
(3) approval by the shareholders of the Liechtenstein Guarantor of the (resulting) profit distribution in the amount of the Liechtenstein Minimum Guarantee Amount; and
(4) all such other measures necessary or useful to allow the Liechtenstein Guarantor to make the payments agreed hereunder with a minimum of limitation, including the conversion of unnecessary restricted reserves into distributable reserves and the disposal of any of its assets that are not required for the Liechtenstein Guarantor’s business and the book value of which is significantly lower than its market value, in which case the Liechtenstein Guarantor shall notify the Trustee immediately about the sale proceeds and the book value of its respective assets and of the realized hidden reserves (stille Reserven).
For avoidance of doubt, the limitations hereinbefore referred to shall not lead to an obligation of the Liechtenstein Guarantor to decrease its statutory capital or statutory reserves (statutarischer Reservefonds).
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| MCDERMOTT TECHNOLOGY (AMERICAS), INC. | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | Executive Vice President and Chief Financial Officer | |
| MCDERMOTT TECHNOLOGY (US), INC. | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Financial Officer | |
[Signature Page – Supplemental Indenture]
| GUARANTORS: | ||
| CB&I TYLER LLC | ||
| CBI AMERICAS LTD. | ||
| CENTRAL TRADING COMPANY LTD. | ||
| CHICAGO BRIDGE & IRON COMPANY | ||
| CHICAGO BRIDGE & IRON COMPANY (DELAWARE) | ||
| XXXXXX TECHNOLOGY LLC | ||
| CB&I HOLDCO INTERNATIONAL, LLC | ||
| CB&I HOLDCO, LLC | ||
| CB&I INTERNATIONAL, LLC | ||
| CB&I OFFSHORE SERVICES, INC. | ||
| CB&I LLC | ||
| CHEMICAL RESEARCH & LICENSING, LLC | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Treasurer |
[Signature Page – Supplemental Indenture]
| ATLANTIC CONTINGENCY CONSTRUCTORS II, LLC | CB&I RIO GRANDE HOLDINGS, L.L.C. | |
| CB&I CLEARFIELD, INC. | CB&I RIO GRANDE VALLEY FABRICATION & MANUFACTURING, L.L.C. | |
| CB&I FINANCIAL RESOURCES LLC | CB&I XXXXXX LA, L.L.C. | |
| CB&I HOUSTON 09 LLC | INTERNATIONAL CONSULTANTS, L.L.C. | |
| CB&I HOUSTON 10 LLC | XXXX ALLOY PIPING PRODUCTS, LLC | |
| CB&I HOUSTON 11 LLC | XXXX ENERGY SERVICES, INC. | |
| CB&I HOUSTON 12 LLC | XXXX FABRICATORS, INC. | |
| CB&I HOUSTON 13 LLC | XXXX FAR EAST SERVICES, LLC | |
| CB&I PROJECT SERVICES GROUP, LLC | XXXX HOME LOUISIANA, LLC | |
| CBI OVERSEAS, LLC | XXXX XX HOLDINGS, L.L.C. | |
| CBI SERVICES, LLC | XXXX MANAGED SERVICES, LLC | |
| EDS EQUIPMENT COMPANY, LLC | XXXX NUCLEAR ENERGY HOLDINGS (UK), INC. | |
| XXXXXX GASIFICATION TECHNOLOGY LICENSING LLC | XXXX POWER DELIVERY SYSTEMS, INC. | |
| XXXXXX TECHNOLOGY INTERNATIONAL LLC | XXXX POWER SERVICES GROUP, L.L.C. | |
| XXXXXX TECHNOLOGY OVERSEAS LLC | XXXX POWER SERVICES, LLC | |
| XXXXXX TECHNOLOGY SERVICES LLC | XXXX PROCESS FABRICATORS, INC. | |
| XXXXXX TECHNOLOGY VENTURES LLC | XXXX SERVICES, L.L.C. | |
| NUCLEAR ENERGY HOLDINGS, L.L.C. | XXXX SSS FABRICATORS, INC. | |
| S C XXXXX, L.L.C. | CB&I NORTH CAROLINA, INC. | |
| CB&I BRAZIL HOLDINGS, INC. | XXXX NC COMPANY, INC. | |
| CB&I FABRICATION, LLC | CB&I LAURENS, INC. | |
| CB&I INTERNATIONAL ONE, LLC | CATALYTIC DISTILLATION TECHNOLOGIES | |
| CB&I LAKE XXXXXXX, L.L.C. | ||
| XXXX TRANSMISSION & DISTRIBUTION SERVICES INTERNATIONAL, INC. |
||
| CB&I POWER INTERNATIONAL, INC. | ||
| CB&I POWER, LLC |
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person |
[Signature Page – Supplemental Indenture]
| 000 XXXX XXXXXX LLC | MATRIX MANAGEMENT SERVICES, LLC | |
| ASIA PACIFIC SUPPLY CO. | OCEANIC CONTRACTORS, INC. | |
| ATLANTIS CONTRACTORS INC. | PROSPECT INDUSTRIES (HOLDINGS) INC. | |
| CB&I GLOBAL, L.L.C. | XXXX CONNEX, INC. | |
| CB&I HOUSTON 06 LLC | TVL LENDER II, INC. | |
| CB&I HOUSTON 07 LLC | CHICAGO BRIDGE & IRON COMPANY | |
| CB&I HOUSTON LLC | CB&I ENERGY SERVICES, LLC | |
| CONSTRUCTORS INTERNATIONAL, L.L.C. | CB&I GROUP INC. | |
| CSA TRADING COMPANY LTD. | CB&I INTERNATIONAL, INC. | |
| HBI HOLDINGS, LLC | XXXXXX CONSULTANTS INTERNATIONAL LLC | |
| XXXX-XXXXX HOLDINGS, L.L.C. | PIKE PROPERTIES II, INC. | |
| XXXX-XXXXX INTERNATIONAL MANAGEMENT, LLC | A & B BUILDERS, LTD. | |
| XXXX-XXXXX INTERNATIONAL, L.L.C. | XXXX-XXXXX ENGINEERS, LTD. | |
| XXXX-XXXXX MANAGEMENT, L.L.C. | MATRIX ENGINEERING, LTD. | |
| LUTECH RESOURCES INC. |
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Assistant Treasurer |
[Signature Page – Supplemental Indenture]
| CB&I CONNECTICUT, INC. | ||
| CBI OVERSEAS (FAR EAST) INC. | ||
| XXXX INTERNATIONAL INC. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Vice President and Treasurer | |
| CBI HOLDCO TWO INC. | ||
| CBI US HOLDING COMPANY INC. | ||
| CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS), LLC | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Vice President and Assistant Treasurer | |
[Signature Page – Supplemental Indenture]
| Executed by CBI CONSTRUCTORS PTY LTD ACN 000 612 411 by its attorney under power of attorney which the attorney has received no notice of the revocation of the power: |
| /s/ Xxxxxx Xxxxxxxxxx Signature of attorney |
| Xxxxxx Xxxxxxxxxx Name of attorney (print) |
[Signature Page – Supplemental Indenture]
| XXXXXX CBI, LIMITED | ||
| LUTECH RESOURCES CANADA LTD. | ||
| CB&I CANADA LTD. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
[Signature Page – Supplemental Indenture]
| Executed as a Deed by | ||
| CB&I MIDDLE EAST HOLDING, INC. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
| Witnessed | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Senior Director | |
| Executed as a Deed by | ||
| ENVIRONMENTAL SOLUTIONS (CAYMAN) LTD. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
| Witnessed | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Senior Director | |
[Signature Page – Supplemental Indenture]
| Executed as a Deed by | ||
| ENVIRONMENTAL SOLUTIONS HOLDING LTD. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
| Witnessed | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Senior Director | |
| Executed as a Deed by | ||
| ENVIRONMENTAL SOLUTIONS LTD. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
| Witnessed | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Senior Director | |
| Executed as a Deed by | ||
| HIGHLAND TRADING COMPANY, LTD. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
| Witnessed | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Senior Director | |
[Signature Page – Supplemental Indenture]
| Executed as a Deed by | ||
| OASIS SUPPLY COMPANY, LTD. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
| Witnessed | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Senior Director | |
| Executed as a Deed by | ||
| XXXX E & I INTERNATIONAL LTD. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
| Witnessed | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Senior Director | |
| Executed as a Deed by | ||
| XXXX OVERSEAS (MIDDLE EAST) LTD. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
| Witnessed | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Senior Director | |
[Signature Page – Supplemental Indenture]
| CHICAGO BRIDGE & IRON (ANTILLES) N.V. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Attorney | |
[Signature Page – Supplemental Indenture]
| SIGNED AND DELIVERED for and on behalf of and as the deed of CB & I FINANCE COMPANY LIMITED by its lawfully appointed attorney | ||||
| /s/ Xxxxxx Xxxxxxxxxx | ||||
| XXXXXX XXXXXXXXXX | ||||
| Attorney | ||||
| in the presence of:
(Signature of Witness): /s/ Xxxxxx Xxxxx
(Name of Witness): Xxxxxx Xxxxx
(Address of Witness): 0000 Xxxxxxxx Xxxxxx Xx., Xxx Xxxxxxxxx, XX 00000
(Occupation of Witness): Contract Administrator |
[Signature Page – Supplemental Indenture]
| CBI EASTERN ANSTALT | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
[Signature Page – Supplemental Indenture]
| CB&I XXXXXXXXX, S. DE X. X. DE C.V. | ||
| CHICAGO BRIDGE DE MÉXICO, S.A. DE C.V. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
[Signature Page – Supplemental Indenture]
| CB&I COJAFEX B.V. | ||
| CB&I EUROPE B.V. | ||
| CB&I HOLDINGS B.V. | ||
| CB&I NEDERLAND B.V. | ||
| CB&I OIL & GAS EUROPE B.V. | ||
| CB&I POWER COMPANY B.V. | ||
| CB&I RUSLAND B.V. | ||
| CBI COMPANY B.V. | ||
| CBI COMPANY TWO B.V. | ||
| CHICAGO BRIDGE & IRON COMPANY B.V. | ||
| COMET II B.V. | ||
| XXXXXXX FINANCE COMPANY B.V. | ||
| XXXXXX TECHNOLOGY B.V. | ||
| XXXXXX TECHNOLOGY HEAT TRANSFER B.V. | ||
| LUTECH PROJECT SOLUTIONS B.V. | ||
| LUTECH PROJECTS B.V. | ||
| LUTECH RESOURCES B.V. | ||
| NETHERLANDS OPERATING COMPANY B.V. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Attorney | |
[Signature Page – Supplemental Indenture]
| NOVOLEN TECHNOLOGY HOLDINGS C.V.
By: McDermott Technology (3), B.V., acting in its capacity as general partner | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Attorney | |
[Signature Page – Supplemental Indenture]
| CBI PANAMA, S.A. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
[Signature Page – Supplemental Indenture]
| ARABIAN CBI LTD. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
| ARABIAN CBI TANK MANUFACTURING COMPANY LTD. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
| XXXXXX ARABIA LTD CO. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
[Signature Page – Supplemental Indenture]
| CB&I GLOBAL OPERATIONS INTERNATIONAL, PTE. LTD. | ||
| CB&I GLOBAL OPERATIONS US PTE. LTD. | ||
| CB&I SINGAPORE PTE. LTD. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Person | |
[Signature Page – Supplemental Indenture]
| Executed and Delivered as a Deed by | ||
| XXXXX & CO LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
| Executed and Delivered as a Deed by | ||
| CB&I CONSTRUCTORS LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
| Executed and Delivered as a Deed by | ||
| CB&I GROUP UK HOLDINGS | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
[Signature Page – Supplemental Indenture]
| Executed and Delivered as a Deed by | ||
| CB&I HOLDINGS (UK) LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
| Executed and Delivered as a Deed by | ||
| CB&I LONDON | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
| Executed and Delivered as a Deed by | ||
| CB&I PADDINGTON LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
[Signature Page – Supplemental Indenture]
| Executed and Delivered as a Deed by | ||
| CB&I POWER LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
| Executed and Delivered as a Deed by | ||
| CB&I UK LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
| Executed and Delivered as a Deed by | ||
| CBI UK CAYMAN ACQUISITION LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
[Signature Page – Supplemental Indenture]
| Executed and Delivered as a Deed by | ||
| XXXXXX CONSULTANTS INTERNATIONAL LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
| Executed and Delivered as a Deed by | ||
| LUTECH RESOURCES LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
| Executed and Delivered as a Deed by | ||
| OXFORD METAL SUPPLY LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
[Signature Page – Supplemental Indenture]
| Executed and Delivered as a Deed by | ||
| PIPEWORK ENGINEERING AND DEVELOPMENTS LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
| Executed and Delivered as a Deed by | ||
| XXXX XXXX LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
[Signature Page – Supplemental Indenture]
| Executed and Delivered as a Deed by | ||
| XXXX GROUP UK LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
| Executed and Delivered as a Deed by | ||
| WHESSOE PIPING SYSTEMS LIMITED | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorised Person | |
| Witnessed | ||
| By: | /s/ A. Xxxxxxxxx Xxxxxx | |
| Name: | A. Xxxxxxxxx Xxxxxx | |
| Title: | Executive Assistant | |
[Signature Page – Supplemental Indenture]
| CB&I EL DORADO, INC. | ||
| By: |
/s/ Xxxx Xxxxxxxxx | |
| Name: |
Xxxx Xxxxxxxxx | |
| Title: |
President | |
[Signature Page – Supplemental Indenture]
| XXXX BENECO, INC. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Chief Financial Officer and President | |
| XXXX MANAGEMENT SERVICES ONE, INC. | ||
| XXXX TRANSMISSION & DISTRIBUTION SERVICES, INC. | ||
| XXXX INTERNATIONAL MANAGEMENT SERVICES TWO, INC. | ||
| XXXX POWER TECHNOLOGIES, INC. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | President | |
[Signature Page – Supplemental Indenture]
| CB&I HOUSTON 08 LLC | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Assistant Treasurer | |
[Signature Page – Supplemental Indenture]
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: Xxxx X. Xxxxxxxx Title: Vice President | ||
[Signature Page – Supplemental Indenture]
