Exhibit 10.1(a)

EXHIBIT A-1

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Commitments

Name of Lender		Commitment
JPMorgan Chase Bank, N.A.		$	90,000,000.00
Bank of America, N.A.		$	90,000,000.00
BNP Paribas		$	80,000,000.00
The Royal Bank of Scotland plc		$	80,000,000.00
Wells Fargo Bank, N.A.		$	80,000,000.00
Credit Agricole Corporate & Investment Banking		$	80,000,000.00
Compass Bank		$	66,666,666.67
U.S. Bank National Association		$	66,666,666.67
ING Bank, N.V.		$	66,666,666.66
Bank of Montreal		$	54,000,000.00
UBS AG, Stamford Branch		$	42,000,000.00
Sumitomo Mitsui Banking Corporation		$	30,000,000.00
Riyad Bank, Houston Agency		$	30,000,000.00
Capital One Bank, N.A.		$	26,750,000.00
Abu Dhabi International Bank Inc.		$	25,000,000.00
The Northern Trust Company		$	25,000,000.00
Standard Chartered Bank		$	25,000,000.00
Amegy Bank		$	25,000,000.00
Bank of Texas, N.A.		$	25,000,000.00

Name of Lender		Commitment
HSBC Bank USA		$	25,000,000.00
Commerzbank AG, US and Grand Cayman Branches		$	25,000,000.00
Comerica Bank		$	25,000,000.00
Arab Banking Corporation BSC		$	17,250,000.00
TOTAL		$	1,100,000,000

EXHIBIT A-2

TO

AMENDED AND RESTATED CREDIT AGREEMENT

Issuing Banks

JPMorgan Chase Bank, N.A.

Bank of America, N.A.

Bank of Montreal

Wells Fargo Bank, N.A.

The Royal Bank of Scotland plc

Compass Bank

U.S. Bank National Association

BNP Paribas

EXHIBIT A-3

TO

AMENDED AND RESTATED CREDIT AGREEMENT

Mandatory Cost

1.

The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2.

On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Associated Costs Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Associated Costs Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3.

The Associated Costs Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4.

The Associated Costs Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Administrative Agent as follows:

(a)

in relation to a Loan in Pounds Sterling:

AB+C(B – D)+ E x 0.01   100 – (A+C)		per cent. per annum

(b)

in relation to a Loan in any currency other than Pounds Sterling:

E x 0.01   300		per cent. per annum.

Where:

A

is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B

is the percentage rate of interest (excluding the Applicable Eurodollar Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in Section 2.13(c) payable for the relevant Interest Period on the Loan.

C

is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

D

is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest bearing Special Deposits.

E

is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5.

For the purposes of this Schedule:

(a)

“Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b)

“Facility Office” means the office or offices notified by a Lender to the Administrative Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

(c)

“Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(d)

“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);

(e)

“Participating Member State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to economic and monetary union.

(f)

“Reference Banks” means, in relation to Mandatory Cost, the principal London offices of JPMorgan Chase Bank, N.A.

(g)

“Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

(h)

“Unpaid Sum” means any sum due and payable but unpaid by the relevant Borrower under the Loan Documents.

6.

In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

7.

If requested by the Administrative Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

8.

Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Associated Costs Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(i)

the jurisdiction of its Facility Office; and

(j)

any other information that the Administrative Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph.

9.

The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

10.

The Administrative Agent shall have no liability to any person if such determination results in an Associated Costs Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11.

The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Associated Costs Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12.

Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Associated Costs Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

The Administrative Agent may from time to time, after consultation with the relevant Borrower and the relevant Lenders, determine and notify to all parties hereto any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

EXHIBIT B

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Form of Borrowing/Election Notice

TO:		JPMorgan Chase Bank, N.A., as contractual representative (the “Administrative Agent”) under that certain Third Amended and Restated Credit Agreement dated as of July 23, 2010 by and among Chicago Bridge & Iron Company N.V., the Subsidiary Borrowers from time to time parties thereto, the financial institutions from time to time parties thereto as lenders (the “Lenders”) and the Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

The undersigned Borrower hereby gives to the Administrative Agent [and the Swing Line Bank] a [Borrowing/Election Notice pursuant to Section 2.2] [a Borrowing/Election Notice pursuant to Section 2.7] [Borrowing/Election Notice pursuant to Section 2.9(D)] of the Credit Agreement, and such Borrower hereby requests to [borrow] [convert] [continue] on              ,        (the “Borrowing Date”) from the Lenders on a pro rata basis an aggregate principal amount of:

(a) [US $                    ] in Revolving Loans [as a][which are presently outstanding as a [Floating Rate Advance][Eurodollar Rate Advance][be converted to][be continued as]]

•

Floating Rate Advance

•

Eurodollar Rate Advance

•

Applicable Interest Period of                      month(s).

(b)

$                     in Swing Line Loans as a Floating Rate Advance.

The undersigned hereby certifies to the Administrative Agent and the Lenders that (i) the representations and warranties of the undersigned contained in Article VI of the Credit Agreement are and shall be true and correct on and as of the date hereof and on and as of the Borrowing Date (unless such representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true and correct as of such date) except for changes in the Schedules to the Credit Agreement affecting transactions permitted by or not in violation of the Credit Agreement; (ii) no Default or Unmatured Default has occurred and is continuing on the date hereof or on the Borrowing Date or will result from the making of the proposed Advance; and (iii) the conditions set forth in [Section 5.2 and]¹ Section 5.3 of the Credit Agreement have been satisfied.

Unless otherwise defined herein, terms defined in the Credit Agreement shall have the same meanings in this Borrowing/Election Notice.

Dated                      _____,

		[CHICAGO BRIDGE & IRON COMPANY N.V.] [SUBSIDIARY BORROWER]
		By:
				Name:
				Title:

EXHIBIT C

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Form of Request for Letter of Credit

TO:		2, an Issuing Bank under that certain Third Amended and Restated Credit Agreement dated as of July 23, 2010 by and among Chicago Bridge & Iron Company N.V., the Subsidiary Borrowers from time to time parties thereto, the financial institutions from time to time parties thereto as lenders (the “Lenders”) and JPMorgan Chase Bank, N.A., as contractual representative for itself and the other Lenders (the “Administrative Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) and

JPMORGAN CHASE BANK, N.A., as Administrative Agent
JPMorgan Chase Bank
10 S. Dearborn St.
Chicago, IL 60303
Attention: CLS Loan and Agency
Telecopier: 312-732-2729
Confirmation: 312-732-2006
Email: CLS.Agency.LC.Sold.Team@jpmchase.com

with a copy to

JPMorgan Securities Inc.
707 Travis Street
Houston, TX 77002
Attn: Janice Carter
Telecopier: 713-216-4651
Confirmation: 713-216-4383
Email: janice.carter@jpmorgan.com

Pursuant to Section 3.4 of the Credit Agreement, the undersigned Borrower hereby gives to the Issuing Bank a request for issuance of a [Financial][Performance]Letter of Credit on behalf of such Borrower for the benefit of                                          ³, having an address of [                    ], in the amount of [US $                    ][                      in the following Agreed Currency:                     ], with an effective date of                     ,  _____  (the “Effective Date”) and an expiry date of                     ,  _____.

The undersigned hereby certifies that (i) the representations and warranties of the undersigned contained in Article VI of the Credit Agreement are and shall be true and correct on and as of the date hereof and on and as of the Effective Date (unless such representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true and correct as of such date) except for changes in the Schedules to the Credit Agreement affecting transactions permitted by or not in violation of the Credit Agreement; (ii) no Default or Unmatured Default has occurred and is continuing on the date hereof or on the Effective Date or will result from the issuance of the proposed Letter of Credit; and (iii) the conditions set forth in Sections 3.4[, 5.2 ]⁴ and 5.3 of the Credit Agreement have been satisfied.

Unless otherwise defined herein, terms defined in the Credit Agreement shall have the same meanings in this Request for Letter of Credit.

		Dated                      _________,
		[CHICAGO BRIDGE & IRON COMPANY N.V.] [SUBSIDIARY BORROWER]
		By:
				Name:
				Title:

EXHIBIT D

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Form of Assignment and Acceptance Agreement

This Assignment Agreement (this “Assignment Agreement”) between                                                           (the “Assignor”) and                                          (the “Assignee”) is dated as of                     , 20____. The parties hereto agree as follows:

(1) PRELIMINARY STATEMENT. The Assignor is a party to a Third Amended and Restated Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the “Credit Agreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule 1”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

(2) ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, such that after giving effect to such assignment the Assignee shall have purchased pursuant to this Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement and the other Loan Documents relating to the facilities listed in Item 3 of Schedule 1. The aggregate Commitment (or Loans, if the applicable Commitment has been terminated) purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1.

(3) EFFECTIVE DATE. The effective date of this Assignment Agreement (the “Effective Date”) shall be the later of the date specified in Item 5 of Schedule 1 or two Business Days (or such shorter period agreed to by the Administrative Agent) after this Assignment Agreement, together with any consents required under the Credit Agreement, are delivered to the Administrative Agent. In no event will the Effective Date occur if the payments required to be made by the Assignee to the Assignor on the Effective Date are not made on the proposed Effective Date.

(4) PAYMENT OBLIGATIONS. In consideration for the sale and assignment of Loans hereunder, the Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee. On and after the Effective Date, the Assignee shall be entitled to receive from the Administrative Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee will promptly remit to the Assignor any interest on Loans and fees received from the Administrative Agent which relate to the portion of the Commitment or Loans assigned to the Assignee hereunder for periods prior to the Effective Date and not previously paid by the Assignee to the Assignor. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto.

(5) RECORDATION FEE. The Assignor and Assignee each agree to pay one-half of the recordation fee required to be paid to the Administrative Agent in connection with this Assignment Agreement unless otherwise specified in Item 6 of Schedule 1.

(6) REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR’S LIABILITY. The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder, (ii) such interest is free and clear of any adverse claim created by the Assignor and (iii) the execution and delivery of this Assignment Agreement by the Assignor is duly authorized. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrowers or any guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of the Borrowers or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of the property, books or records of the Borrowers, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents. Such assignment is without recourse to the Assignor.

(7) REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) confirms that the execution and delivery of this Assignment Agreement by the Assignee is duly authorized, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (vi) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vii) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and

assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, (viii) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment Agreement, (ix) if applicable, attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes, (x) confirms, to the extent required under the Dutch Banking Act and the Dutch Exemption Regulation, it is a PMP, (xi) confirms it is aware that it does not benefit from the protection offered by the Dutch Banking Act to Lenders which are not PMPs, and (xii) it has made its own independent appraisal of risks arising under or in connection with any Loan Documents

(8) GOVERNING LAW. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAW (INCLUDING, WITHOUT LIMITATION 735 ILCS 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

(9) NOTICES. Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth in the attachment to Schedule 1.

(10) COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may be executed in counterparts. Transmission by facsimile of an executed counterpart of this Assignment Agreement shall be deemed to constitute due and sufficient delivery of such counterpart and such facsimile shall be deemed to be an original counterpart of this Assignment Agreement.

IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have executed this Assignment Agreement by executing Schedule 1 hereto as of the date first above written.

SCHEDULE 1
To Assignment Agreement

1. Description and Date of Credit Agreement. That certain Third Amended and Restated Credit Agreement, dated as of July 23, 2010, by and among Chicago Bridge & Iron Company N.V., the Subsidiary Borrowers from time to time parties thereto, the lenders from time to time parties thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as contractual representative on behalf of itself and the other Lender (the “Administrative Agent”).

2.

Date of Assignment Agreement.                          , 200_

3.

Amounts (As of Date of Item 2 above):      $

				[Facility Name*]
		Assignee’s percentage of each Facility purchased under the Assignment Agreement**		%
		Amount of each Facility purchased under the Assignment Agreement***		$
4.		Assignee’s Commitment (or Loans with respect to terminated Commitment) purchased hereunder:		$
5.		Proposed Effective Date:
6.		Non-standard Recordation Fee Arrangement:		N/A*** [Assignor/Assignee to pay 100% of fee]

Accepted and Agreed:
[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]
By:		By:
Title:		Title:
ACCEPTED AND CONSENTED TO****		ACCEPTED AND CONSENTED TO
BY		BY
[NAME OF BORROWER]		JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
By:		By:
Title:		Title:

ATTACHMENT TO
SCHEDULE 1 to ASSIGNMENT AGREEMENT

ADMINISTRATIVE INFORMATION SHEET

Attach Assignor’s Administrative Information Sheet, which must
include notice addresses for the Assignor and the Assignee
(Sample form shown below)

ASSIGNOR INFORMATION

Contact:

Name:		Telephone No.:
Fax No.:		Telex No.:
		Answerback:

Payment Information:

Name & ABA # of Destination Bank:

Account Name & Number for Wire Transfer:

Other Instructions:

Address for Notices for Assignor:

ASSIGNEE INFORMATION

Credit Contact:

Name:		Telephone No.:
Fax No.:		Telex No.:
		Answerback:

Key Operations Contacts:

Booking Installation:		Booking Installation:
Name:		Name:
Telephone No.:		Telephone No.:
Fax No.:		Fax No.:
Telex No.:		Telex No.:
Answerback:		Answerback:

Payment Information:

Name & ABA # of Destination Bank:

Account Name & Number for Wire Transfer:

Other Instructions:

Address for Notices for Assignee:

JPMORGAN INFORMATION

Assignee will be called promptly upon receipt of the signed agreement.

Initial Funding Contact:		Subsequent Operations Contact:
Name:		Name:
Telephone No.:		Telephone No.:
Fax No.:		Fax No.:
		JPMorgan Telex No.:

Initial Funding Standards:

Libor — Fund 2 days after rates are set.

JPMorgan Wire Instructions:

[JPMORGAN TO CONFIRM]

APPENDIX I
to
Assignment and Acceptance Agreement

FORM OF NOTICE OF ASSIGNMENT

[Date]

To:		CHICAGO BRIDGE & IRON COMPANY N.V. [Address] Attention: JPMorgan Chase Bank, N.A. as Administrative Agent [Address] Attention:

From:		[NAME OF ASSIGNOR] (the “Assignor”)

		[NAME OF ASSIGNEE] (the “Assignee”)

1. We refer to the Third Amended and Restated Credit Agreement (as it may be amended, modified, renewed or extended from time to time, the “Credit Agreement”) described in Item 1 of Schedule 1 attached to the Assignment Agreement referenced below (“Schedule 1”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2. This Notice of Assignment (this “Notice”) is given and delivered to the Administrative Agent pursuant to Section 14.3(B) of the Credit Agreement.

3. The Assignor and the Assignee have entered into an Assignment and Acceptance Agreement, dated as of                      _____, 20____ (the “Assignment Agreement”), pursuant to which, among other things, the Assignor has sold, assigned, delegated and transferred to the Assignee, and the Assignee has purchased, accepted and assumed from the Assignor the percentage interest specified in Item 3 of Schedule 1 of all outstandings, rights and obligations under the Credit Agreement relating to the facilities listed in Item 3 of Schedule 1. The Effective Date of the Assignment Agreement shall be as specified in the Assignment Agreement.

4. The Assignor and the Assignee hereby give to the Company and the Administrative Agent notice of the assignment and delegation referred to herein.

5. The Assignee advises the Administrative Agent that its notice and payment instructions are set forth in the attachment to Schedule 1.

6. The Assignee hereby represents and warrants that none of the funds, monies, assets or other consideration being used to make the purchase pursuant to the Assignment Agreement are “plan assets” as defined under ERISA and that its rights, benefits, and interests in and under the Loan Documents will not be “plan assets” under ERISA.

7. The Assignee authorizes the Administrative Agent to act as its contractual representative under the Loan Documents in accordance with the terms thereof.⁵

NAME OF ASSIGNOR

NAME OF ASSIGNEE

By:

By:

Name:

Name:

Title:

Title:

Acknowledged and consented to by: JPMORGAN CHASE BANK, N.A., as Administrative Agent

Acknowledged and consented to by: CHICAGO BRIDGE & IRON COMPANY N.V., By: CHICAGO BRIDGE & IRON COMPANY B.V.

By:

By:

Name:

Name:

Title:

Title:

EXHIBIT E-1

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Form of Company’s US Counsel’s Opinion(s)

Attached

July 23, 2010

Each of the Lenders party
to the Credit Agreement
referred to below and
JPMorgan Chase Bank, N.A.,
as Administrative Agent

Re: Chicago Bridge & Iron Company N.V.

Ladies and Gentlemen:

I have acted as United States counsel to Chicago Bridge & Iron Company N.V., a company incorporated in The Netherlands (the “Company”), each of the “Foreign Subsidiaries” (as defined below) and each of the “Domestic Subsidiaries” (as defined below) in connection with the execution and delivery of that certain Third Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of the date hereof, among the Company, the Subsidiaries (as defined below), the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”).

This opinion is furnished to you pursuant to Section 5.1(v) of the Credit Agreement. Capitalized terms used herein without definition shall have the meanings specified in the Credit Agreement.

In connection with the opinions expressed herein, I have examined the following documents:

(i)

the Credit Agreement;

(ii)

the Reaffirmation to be executed and delivered by the Company and the Subsidiary Guarantors pursuant to Section 5.1(vi) of the Credit Agreement; and

(iii)

each promissory note, dated as of the date hereof (if any), to be executed and delivered pursuant to Section 2.12(D) of the Credit Agreement.

The documents referred to in clauses (i), (ii) and (iii) above are collectively referred to herein as the “Loan Documents.” The foreign Subsidiary Borrowers and the domestic Subsidiary Borrowers executing and delivering the Credit Agreement on the date hereof are listed on Annex A attached hereto and are sometimes referred to herein respectively as the “Foreign Subsidiaries” and as the “Domestic Subsidiaries” and collectively as the “Subsidiaries.”

July 23, 2010
Page 8

In rendering this opinion to you, I have assumed, without inquiry:

(a) (i) the genuineness of all signatures other than those on behalf of the Company and the Subsidiaries on original copies of the Loan Documents; (ii) the conformity to the original documents of all documents submitted to me as copies and the authenticity of all documents submitted to me as originals; (iii) the due authorization, execution and delivery of the Loan Documents by each of the parties thereto other than the Company (solely with respect to execution and delivery), the Foreign Subsidiaries (solely with respect to execution and delivery) and the Domestic Subsidiaries and (iv) the validity and enforceability of the Loan Documents against each of the parties thereto other than the Company and the Subsidiaries;

(b) that the execution, delivery and performance of the Loan Documents by each party thereto do not conflict with or constitute a violation of any law or governmental rule or regulation of (i) the State of Delaware other than the General Corporation Law of the State of Delaware (the “DGCL”) or (ii) any jurisdiction other than the United States of America and the State of Illinois;

(c) that the execution, delivery and performance of the Loan Documents by each party thereto other than, with respect to clauses (ii) and (iii) below, as applicable to the Company and the Foreign Subsidiaries, and with respect to clauses (i), (ii) and (iii) below, as applicable to each of the Domestic Subsidiaries, do not breach, conflict with or constitute a violation of or default under (i) the certificate or articles of association or incorporation, by-laws or any other charter or governing document of such party; (ii) any agreement, instrument or document to which any such party was, or is, a party or by which any such party or any of its properties was, or is, bound or (iii) any order, judgment or decree to which any such party was, or is, bound or subject or by which any of its properties was, or is, bound; and

(d) that any consideration contemplated to be given on the date hereof by any party in any of the Loan Documents was given on the date hereof.

Based upon the foregoing assumptions and subject to the limitations, qualifications and exceptions hereinafter set forth, I am of the opinion that:

1. Each Domestic Subsidiary on the date hereof (a) is a corporation duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite corporate power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, (c) is duly qualified as a foreign corporation to transact business and is in good standing in its jurisdiction of incorporation and each jurisdiction where such qualification is required, except where the failure to be so qualified or be in good standing could not reasonably be expected to result in a Material Adverse Effect, and (d) has the corporate power and authority to execute, deliver and perform its obligations under each Loan Document to which it is a party.

July 23, 2010
Page 9

2. The execution, delivery and performance of each Loan Document by the Company on the date hereof, and the consummation of the transactions contemplated thereby will not (a) violate (i) any applicable federal or Illinois State law, statute, rule or regulation, the DGCL or any order of any federal or Illinois State Governmental Authority with jurisdiction over the Company or its properties or the Chancery Court, appellate courts or Secretary of State of the State of Delaware or (ii) any provision of any indenture or other material agreement or instrument known to me to which the Company is a party or by which it or any of its property may be bound, (b) result in a default under any such indenture, agreement or other instrument or (c) result in the creation or imposition of any Lien (other than Liens permitted under Section 7.3(C) of the Credit Agreement) upon or with respect to any property or assets now owned or hereafter acquired by the Company except, in the case of clauses (a) through (c) above, for any of the foregoing that could not reasonably be expected to result in a Material Adverse Effect or materially and adversely affect the rights or interests of the Lenders under the Loan Documents.

3. The execution, delivery and performance of each Loan Document by each Domestic Subsidiary on the date hereof, and the consummation of the transactions contemplated thereby (a) have been duly authorized by all requisite corporate action of such Domestic Subsidiary and (b) will not (i) violate (A) any provision of the certificate of incorporation or by-laws of such Domestic Subsidiary, (B) any applicable federal or Illinois State law, statute, rule or regulation, the DGCL or any order of any federal or Illinois State Governmental Authority with jurisdiction over any such Domestic Subsidiary or its properties or the Chancery Court, appellate courts or Secretary of State of the State of Delaware or (C) any provision of any indenture or other material agreement or instrument known to me to which any such Domestic Subsidiary is a party or by which it or any of its property may be bound, (ii) result in a default under any such indenture, agreement or other instrument or (iii) result in the creation or imposition of any Lien (other than Liens permitted under Section 7.3(C) of the Credit Agreement) upon or with respect to any property or assets now owned or hereafter acquired by any such Domestic Subsidiary except, in the case of clauses (b)(i) through (b)(iii) above, for any of the foregoing that could not reasonably be expected to result in a Material Adverse Effect or materially and adversely affect the rights or interests of the Lenders under the Loan Documents.

4. The execution, delivery and performance of each Loan Document by each Foreign Subsidiary on the date hereof, and the consummation of the transactions contemplated thereby will not (a) violate (i) any applicable federal or Illinois State law, statute, rule or regulation, the DGCL or any order of any federal or Illinois State Governmental Authority with jurisdiction over any such Foreign Subsidiary or its properties or the Chancery Court, appellate courts or Secretary of State of the State of Delaware or (ii) any provision of any indenture or other material agreement or instrument known to me to which any such Foreign Subsidiary is a party or by which it or any of its property may be bound, (b) result in a default under any such indenture, agreement or other instrument or (c) result in the creation or imposition of any Lien (other than Liens permitted under Section 7.3(C) of the Credit Agreement) upon or with respect to any property or assets now owned or hereafter acquired by any such Foreign Subsidiary except, in the case of clauses (a) through (c) above, for any of the foregoing that could not reasonably be expected to result in a Material Adverse Effect or materially and adversely affect the rights or interests of the Lenders under the Loan Documents.

July 23, 2010
Page 10

5. The Company, each Domestic Subsidiary and each Foreign Subsidiary have duly executed and delivered each Loan Document to which such Person is a party. Each such Loan Document constitutes the legal, valid and binding obligation of each such Domestic Subsidiary, enforceable against such Domestic Subsidiary in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

6. No consent or approval of, registration or filing with, or any other action by any federal or Illinois State Governmental Authority with jurisdiction over the Company or the Subsidiaries or the Chancery Court, or appellate courts or Secretary of State of the State of Delaware is or will be required in connection with the execution, delivery or performance by the Company and the Subsidiaries of each Loan Document to which such Person is a party or the consummation of the transactions thereby, other than any such authorizations and approvals as have already been obtained and are in full force and effect according to federal or Illinois law or the DGCL.

7. To the best of my knowledge, there are no pending or threatened actions, suits or proceedings at law or in equity or by or before any federal, Illinois or Delaware Governmental Authority against or affecting the Company, any Domestic Subsidiary, any Foreign Subsidiary or any business, property or rights of any such Person that involve any Loan Documents or the transactions contemplated thereby.

8. None of the Company or any of the Subsidiaries is an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940.

My opinions set forth above are subject to the following qualifications:

A. The enforceability of the Loan Documents is subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other laws affecting creditor’s rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

B. I express no opinion as to the Lenders’ right to collect any payment to the extent that such payment constitutes a penalty, forfeiture or late charge.

C. I express no opinion as to the applicability of Section 548 of the Federal Bankruptcy Code or of any provisions of any state fraudulent conveyance statute or law to the transactions contemplated by the Loan Documents.

July 23, 2010
Page 11

The foregoing opinions are limited to matters involving the federal laws of the United States, the laws of the State of Illinois and the DGCL, and I do not express any opinion as to the laws of any other jurisdiction.

This opinion is rendered solely to, and is intended solely for the benefit of, the Administrative Agent and the Lenders, in connection with the transactions contemplated by the Loan Documents. This opinion may not be relied upon by the Administrative Agent or any of the Lenders or any of their respective successors and assigns for any other purpose, or by any other person, firm or corporation for any purpose, in each case without my prior written consent.

Very truly yours,

David A. Delman
General Counsel

ANNEX A

Domestic Subsidiary Borrowers

Chicago Bridge & Iron Company (Delaware)
Chicago Bridge & Iron Company
CB&I Inc.
CBI Services, Inc.
CB&I Tyler Company

Foreign Subsidiary Borrowers

Chicago Bridge & Iron Company B.V.

EXHIBIT E-2

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Form of Company’s Foreign Counsel’s Opinion(s)

Attached

To: the Lenders from time to time party to the Credit Agreement referred to below

Attention: JPMorgan Chase Bank, National Association, as Administrative Agent

Dear Sirs:

We have acted as special Netherlands legal counsel to each of Chicago Bridge & Iron Company N.V. (the “Company”) and Chicago Bridge & Iron Company B.V. (“CB&I B.V.”; together with the Company, the “Companies”), each with its registered office in Amsterdam, with respect to certain matters of Netherlands law relating to the Third Amended and Restated Credit Agreement, dated the date hereof (the “Credit Agreement”) among the Company; CB&I B.V. and certain other subsidiaries of the Company as Subsidiary Borrowers; certain financial institutions named therein as Lenders; JPMorgan Chase Bank, National Association, as Administrative Agent; Bank of America, National Association, as Syndication Agent; [                    ] as Documentation Agents; and J.P. Morgan Securities Inc. and Bank of America Securities LLC as Joint Lead Arrangers and Joint Book Runners.

In arriving at the opinions expressed below, we have examined and relied on the following documents:

a.

an executed copy of the Credit Agreement furnished to us by yourselves;

b.

an excerpt, dated July 14, 2010, of the registration of the Company in the Trade Register of the Chamber of Commerce of Amsterdam (the “Trade Register”), confirmed to us to be unchanged in all respects material for rendering this opinion by telephone communication from the Trade Register on the date hereof (the “Company Excerpt”);

c.

a copy of the deed of incorporation (akte van oprichting) of the Company, dated November 22, 1996 (the “Company Deed of Incorporation”);

d.

a copy of the articles of association (statuten) of the Company, represented by the management of the Company to be a true and correct copy of the articles of association of the Company as in force on the date hereof (the “Company Articles”);

e.

an excerpt, dated July 14, 2010, of the registration of CB&I B.V. in the Trade Register, confirmed to us to be unchanged in all respects material for rendering this opinion by telephone communication from the Trade Register on the date hereof (the “CB&I B.V. Excerpt”; together with the Company Excerpt, the “Excerpts”);

f.

a copy of the deed of incorporation (akte van oprichting) of CB& I B.V., dated March 17, 1997 (the “CB&I B.V. Deed of Incorporation”);

July 23, 2010
Page 15

g.

a copy of the articles of association (statuten) of CB&I B.V., represented by the management of the Company to be a true and correct copy of the articles of association of CB&I B.V. as in force on the date hereof (the “CB&I B.V. Articles”);

h.

a written resolution of the Board of Directors (directie) of the Company, reflecting the approval of the execution, delivery and performance by the Company of the Credit Agreement (the “Company Management Board Resolutions”);

i.

a written resolution of the Supervisory Board (raad van commissarissen) of the Company, reflecting the approval of the execution, delivery and performance by the Company of the Credit Agreement (the “Supervisory Board Resolutions”);

j.

written resolutions of the Board of Directors (directie) of CB&I B.V., reflecting the approval of the execution, delivery and performance by CB&I B.V. of the Credit Agreement (the “CB&I B.V. Management Board Resolutions”; together with the Company Management Board Resolutions the “Management Board Resolutions”);

k.

a copy of a directors certificate of the Company, dated July 21, 2010, signed by CB&I B.V., the sole director of the Company (the “Company Management Certificate”);

l.

a copy of a directors certificate of CB& I B.V., dated July 21, 2010, signed by a director of CB&I B.V. (the “CB& I B.V. Management Certificate”; together with the Company Management Certificate, the “Management Certificates”); and

m.

a resolution of the sole shareholder of CB&I B.V., approving the execution, delivery and performance of the Credit Agreement by CB&I B.V. (the “Shareholders Resolution”).

Capitalized terms used but not defined in this opinion are used herein as they are defined or used in the Credit Agreement.

In examining and describing the documents listed at a. through m. above and in giving the opinions stated below, we have, with your permission, assumed the following:

(i)

the genuineness of all signatures on all documents;

(ii)

the authenticity and completeness of all documents submitted to us as originals and the conformity to authentic originals of all conformed, copied, faxed or specimen documents;

July 23, 2010
Page 16

(iii)

that all information supplied to us orally by public officials and all certificates of public officials submitted to us are true and correct in all respects;

(iv)

the reliability of all search results obtained by electronic data transmission and the accuracy of the results of any printed or computer search of offices of public record;

(v)

that the information set forth in each of the Excerpts is true and correct as of the date hereof. Although not constituting conclusive evidence thereof, this assumption is supported by telephonic inquiries made to the Trade Register today;

(vi)

that the Company Articles are the articles of association (statuten) of the Company as in force on the date hereof. Although not constituting conclusive evidence thereof, this assumption is supported by the fact that the date of the last amendment to the articles of association of the Company as shown on the Company Excerpt corresponds with the date shown in the Company Articles as the last date of amendment of the articles of association of the Company;

(vii)

that the CB&I B.V. Articles are the articles of association (statuten) of CB&I B.V. as in force on the date hereof. Although not constituting conclusive evidence thereof, this assumption is supported by the fact that the date of the last amendment to the articles of association of CB&I B.V. as shown on the CB&I B.V. Excerpt corresponds with the date shown in the CB&I B.V. Articles as the last date of amendment of the articles of association of CB&I B.V.;

(viii)

that none of the Management Board Resolutions, the Supervisory Board Resolutions or the Shareholders Resolutions have been or will be revoked, amended, declared null and void (nietig verklaard) or rescinded (vernietigd);

(ix)

that the Company Deed of Incorporation is a notarial deed (authentieke akte), that the contents thereof are correct and complete and that there are no defects in the incorporation of the Company, not appearing on the face of the Company Deed of Incorporation, on the basis of which a court might dissolve the Company;

(x)

that the CB& I B.V. Deed of Incorporation is a notarial deed (authentieke akte), that the contents thereof are correct and complete and that there are no defects in the incorporation of CB& I B.V., not appearing on the face of the CB&I B.V. Deed of Incorporation, on the basis of which a court might dissolve CB&I B.V.;

(xi)

that neither of the Companies has passed a resolution to voluntarily dissolve (ontbinden), merge (fuseren) or de-merge (splitsen) and no petition has been presented to or order made by a court for the bankruptcy (faillissement) or moratorium of payment (surséance van betaling) of either of the Companies and no receiver, trustee, administrator (bewindvoerder) or similar officer has been appointed in respect of either of the Companies or their respective assets and that no decision has been taken to dissolve (ontbinden) either of the Companies by (i) the competent Chamber of Commerce under Article 19a Book 2 of the Dutch Civil Code or (ii) the competent District Court (rechtbank) under Article 21 Book 2 of the Dutch Civil Code. Although not constituting conclusive evidence thereof, this assumption is supported by information obtained by telephone today from (i) the Bankrupty Clerk’s Office (faillissementsgriffie) of the District Court (rechtbank) of Amsterdam (being the competent bankruptcy court in respect of each of the Companies in view of their corporate seats being at Amsterdam) and (ii) the Trade Register;

July 23, 2010
Page 17

(xii)

that each party to the Credit Agreement (other than the Companies) has been duly incorporated and organized and is validly existing and in good standing (where such concept is legally relevant) under the laws of its jurisdiction of incorporation and of the jurisdiction of its principal place of business;

(xiii)

(i) that the Credit Agreement has been duly authorized and validly executed and delivered by all parties thereto (other than the Companies) and (ii) that under any applicable law (other than insofar as the Companies are concerned the laws of The Netherlands) the Credit Agreement constitutes the valid and binding obligation of each of the parties thereto, enforceable against each of such parties in accordance with its terms;

(xiv)

that neither the Credit Agreement nor any of the transactions contemplated thereby or connected therewith (whether individually or seen as a whole) are or will result in a breach of the laws of any relevant jurisdiction other than that of The Netherlands (including for the avoidance of doubt the tax laws of any such jurisdiction) or are intended to avoid the applicability or the consequences of such laws in a manner that is not permitted thereunder;

(xv)

that all the factual statements contained in the Management Certificates are true and correct as of the date hereof;

(xvi)

that all necessary licenses, authorizations, permissions, consents and exemptions by or from any public or semipublic authority or agency of any country other than The Netherlands (“Governmental Authorizations”), and all payments of stamp duties or other taxes under the laws of any country other than The Netherlands, which may be required in connection with the execution, delivery and performance by the parties thereto of the Credit Agreement and any transaction contemplated therein, have been obtained or made and in the case of Governmental Authorizations are in full force and effect;

(xvii)

that under the laws of the State of Illinois to which the Credit Agreement is expressed to be subject, and under all other relevant laws (other than those of The Netherlands):

(a)

the choice of the laws of the State of Illinois as the governing law of the Credit Agreement is a valid and binding choice of law; and

(b)

the submission by the Companies to the exclusive jurisdiction of the state or federal courts located in Chicago, Illinois, in or pursuant to the Credit Agreement is valid and binding upon each of the Companies;

July 23, 2010
Page 18

(xviii)

that there are no dealings between the parties thereto that affect the Credit Agreement; and

(xix)

that at the time of execution of the Shareholders Resolution (a) Lealand Finance B.V. was the sole shareholder of CB&I B.V., (b) none of the shares in the capital of CB&I B.V. were subject to any pledge or usufruct pursuant to which voting rights were transferred to the pledgee or usufructuary and (c) no depositary receipts (certificaten) had been issued with respect to the shares of CB&I B.V. with the cooperation of CB&I B.V.

We have undertaken no independent factual investigation in connection with the opinions expressed herein or the transactions contemplated by the Credit Agreement other than to review the documents listed at a. through m. above. Specifically, we have relied as to factual matters on our review of the documents listed at a. through m. above and on the factual assumptions made herein. Our examination referred to above has been limited to the face of the documents and we have not examined the meaning and effect of any document governed by a law other than Dutch law.

Except as specifically mentioned herein, we have not conducted or caused to be conducted any searches, investigations or reviews relating to any judgment, rule, regulation, order, encumbrance, lien or third-party interest to which either of the Companies is subject or by which their respective properties and assets are bound or any litigation or governmental proceedings commenced, pending or threatened against or affecting either of the Companies or their respective properties, interests, rights, assets or undertakings.

We have not been concerned with investigating or verifying the completeness or accuracy of the facts, representations and warranties set out in the Credit Agreement (except to the extent specifically set forth herein) and to the extent that the accuracy of such facts and warranties or of any facts stated in any other document on which we have relied in giving this opinion is relevant to the contents of this opinion, we have (except to the extent specifically set forth herein) assumed that such facts are correct.

We do not express an opinion on matters of fact; matters of international law, including, without limitation, the laws of the European Union except to the extent the laws of the European Union have direct force and effect in The Netherlands; anti-trust law; or any matter of taxation. No opinion is given on commercial, accounting or non-legal matters or on the ability of the parties to meet their financial obligations under the Credit Agreement.

July 23, 2010
Page 19

Based on the foregoing, and subject to any facts, circumstances or documents not disclosed to us, and subject to the further limitations, qualifications, assumptions, exclusions and exceptions set forth herein, we are of the opinion that:

A.

The Company has been duly incorporated and is validly existing as a limited liability company (naamloze vennootschap) under the laws of The Netherlands. CB&I B.V. has been duly incorporated and is validly existing as a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under the laws of The Netherlands.

B.

Each of the Companies has the corporate power and corporate authority to execute and deliver the Credit Agreement and to perform its contractual obligations thereunder. The execution, delivery and performance by each of the Companies of the Credit Agreement have been duly authorized by all requisite corporate action on the part of such Company. The Credit Agreement has been duly executed and delivered by each of the Companies.

C.

Neither (i) the execution and delivery by each of the Companies of the Credit Agreement nor (ii) the performance by each of the Companies of its contractual obligations under the Credit Agreement, requires any consent, approval or authorisation of any national governmental or regulatory authority of The Netherlands.

D.

Under the laws of The Netherlands, there is no requirement that the Credit Agreement or any other document be filed or registered, or that any similar formalities be complied with, in any public office in The Netherlands in order to ensure the validity, binding effect or enforceability of the Credit Agreement against each of the Companies in legal proceedings in The Netherlands or the admissibility into evidence of the Credit Agreement in such proceedings.

E.

Neither (i) the execution and delivery by each of the Companies of the Credit Agreement nor (ii) the performance by each of the Companies of its contractual obligations under the Credit Agreement, violates or conflicts with the provisions of any published law, rule or regulation of general application of The Netherlands. Neither (i) the execution and delivery by the Company of the Credit Agreement nor (ii) the performance by the Company of its contractual obligations under the Credit Agreement, violates or conflicts with any of the provisions of the Company Articles. Neither (i) the execution and delivery by CB& I B.V. of the Credit Agreement nor (ii) the performance by CB& I B.V. of its contractual obligations under the Credit Agreement, violates or conflicts with any of the provisions of the CB& I B.V. Articles.

F.

The choice of the laws of the State of Illinois as the law governing the Credit Agreement is valid and binding upon each of the Companies under the laws of The Netherlands, and accordingly the Credit Agreement constitutes, in a proceeding before the courts of The Netherlands duly applying the laws of the State of Illinois, the valid and legally binding obligation of each of the Companies, enforceable against each of the Companies in accordance with its terms, subject to such exceptions to the legal, valid and binding obligation thereof and to the enforceability thereof as exist under the laws of the State of Illinois.

July 23, 2010
Page 20

G.

The submission by the Companies to the exclusive jurisdiction of the state or federal courts located in Chicago, Illinois, pursuant to Section 11.13(A) of the Credit Agreement, is valid and binding upon each of the Companies under the laws of The Netherlands, insofar as the laws of The Netherlands are applicable, except that such submission to jurisdiction will not be given effect with respect to claims for relief in summary proceedings (kort geding) before the provisional remedies judge (voorzieningenrechter) of a competent court in The Netherlands.

H.

In the absence of an applicable treaty between The Netherlands and the United States of America, a judgment rendered by a court in the State of Illinois will not be directly enforceable in The Netherlands. In order to obtain a judgment which is enforceable in The Netherlands, the claim must be reheard on its merits before a competent court in The Netherlands. However (i) a final judgment (which is a judgment not subject to being contested by appeal or other means) for the payment of money (other than a judgment for the payment of a fine or penalty or for the payment of punitive damages, as to which we express no opinion) rendered against a Company, in respect of a breach by that Company of its payment obligations under the Credit Agreement by a state or federal court located in Chicago, Illinois, acting pursuant to the acceptance by the relevant Company of the exclusive jurisdiction of such court pursuant to Section 11.13(A) of the Credit Agreement, will under current practice be recognised by a Dutch court if (1) such judgment results from proceedings compatible with Dutch concepts of due process, (2) such judgment and its enforcement do not violate the public policy of The Netherlands, (3) the court that rendered such judgment (x) had jurisdiction under the relevant laws applicable in the State of Illinois and (y) did not assume jurisdiction on grounds incompatible with internationally recognised principles in respect of jurisdictional matters and (4) such judgment does not conflict with any other final judgment rendered between the same parties and (ii) the court in The Netherlands that so recognises a judgment granted against a Company as described in clause (i) of this sentence will under current practice generally grant the same monetary relief (other than a judgment for the payment of a fine or penalty or for the payment of punitive damages, as to which we express no opinion) set forth in such judgment without the necessity for relitigation on the merits.

The opinions expressed herein are subject to the following exceptions, limitations, qualifications and assumptions:

(i)

The use of the terms “enforceable”, “enforceability”, “valid”, “binding” and “effective” where used in paragraphs A. through H. above means that the obligations assumed by the relevant party under the relevant agreement are of a type which Dutch law generally recognizes or enforces; it does not mean that these obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular, enforcement before the courts of The Netherlands will in any event be subject to the matters set forth in paragraphs (ii) through (xviii) below.

July 23, 2010
Page 21

(ii)

The opinions expressed herein may be affected or limited by and are subject in all respects to the provisions of applicable law concerning bankruptcy (faillissement), insolvency, fraudulent conveyance (actio Pauliana), preferential transfers (e.g. Article 47 Faillissementswet), moratorium (surséance van betaling), setoff, abatement (matiging), counterclaim, statute of limitations (verjaring) and compulsory dissolution (ontbinding), and other laws now or hereafter in effect, relating to or affecting the rights and remedies of creditors generally.

(iii)

The rights and obligations of the parties to the Credit Agreement are, to the extent that the laws of The Netherlands are applicable and also possibly in the event that enforcement by a court in The Netherlands of the Credit Agreement, or of a judgment rendered against either of the Companies based on the Credit Agreement, is sought, subject to the principles of reasonableness and fairness (beginselen van redelijkheid en billijkheid), which under Dutch law govern the relationship between the parties to a contract and which in certain circumstances may limit or preclude the reliance on, or enforcement of, contractual terms and provisions.

(iv)

The enforcement in The Netherlands of the Credit Agreement would be subject to the rules of civil procedure as applied by the Dutch courts.

(v)

Specific performance (reële executie) and other remedies analogous to common law equitable remedies such as injunctive relief may not always be available under Dutch law.

(vi)

A provision which stipulates that certain documents constitute conclusive evidence may not be enforceable in all circumstances.

(vii)

Under Article 109, Book 6, of the Dutch Civil Code the court has the power under certain circumstances to reduce the amount of damages that would otherwise be payable by a party to an agreement for failure to comply with the provisions of such agreement.

(viii)

If a specific provision in the Credit Agreement permits concurrent proceedings to be brought in different jurisdictions at the same time relating to the same subject matter such provision may not be enforceable in The Netherlands.

(ix)

Article 242 of the Dutch Code of Civil Procedure may limit the enforcement in proceedings before a Dutch court of contractual provisions providing for indemnification for attorney’s fees and collection costs (buitengerechtelijke kosten).

July 23, 2010
Page 22

(x)

Under Dutch law each power of attorney (volmacht) or mandate (lastgeving) (including all appointments of process agents or other agents or attorneys-in-fact), whether or not by its terms stated to be irrevocable, granted by either of the Companies, expressly or by implication, in the Credit Agreement will terminate without notice by force of law upon bankruptcy of such Company or, as the case may be, of the person to whom the power of attorney (volmacht) or mandate (lastgeving) is granted.

(xi)

Powers of attorney granted by either of the Companies can only be exercised with the cooperation of the court-appointed administrator (bewindvoerder) in the event such Company is granted a suspension of payments (surséance van betaling).

(xii)

The validity of the Credit Agreement may be affected by the provisions of Sections 3:45-3:48 of the Dutch Civil Code (to which Sections 42 through 45 of the Dutch Bankruptcy Act correspond in case of bankruptcy). These provisions grant to creditors, including future creditors, and the receiver in bankruptcy (curator), the right to challenge the validity of certain transactions if (i) such transactions are entered into by a debtor without a legal obligation to do so, (ii) the rights of one or more present or future creditors of the debtor are thereby prejudiced and (iii) at the time such transaction was entered into the debtor knew or reasonably should have known that the rights of one or more other present or future creditors of the debtor would be prejudiced by such transaction.

(xiii)

The opinions expressed in paragraph F. above are subject to the following exceptions and qualifications: (1) The choice of the laws of the State of Illinois as the law governing the Credit Agreement will not be recognized as valid and binding under the laws of The Netherlands, insofar as the laws of The Netherlands are applicable, to the extent that (a) any provision of the Credit Agreement or (b) any provision of the laws of the State of Illinois applicable to the Credit Agreement, is manifestly incompatible with the public policy of The Netherlands. (2) Regardless of the law which the parties to a contract have chosen as the governing law with respect thereto, a court of The Netherlands may give effect to mandatory rules of the laws of another jurisdiction with which the situation has a close connection, if and insofar as under the laws of that other jurisdiction those rules must be applied regardless of the law which would otherwise be applicable. (3) Regardless of the law which the parties to a contract have chosen as the governing law with respect thereto, the courts of The Netherlands will apply the laws of The Netherlands in a situation where under Dutch law application of such laws is mandatory. (4) The courts of The Netherlands will take into account the law of the country in which performance of an obligation occurs or is to occur in relation to (a) the manner of performance of such obligation and (b) the measures required to be taken by the obligee in the event of failure to perform such obligation.

July 23, 2010
Page 23

(xiv)

The service of process against either of the Companies other than by personal delivery by a bailiff of the Dutch courts (gerechtsdeurwaarder) may not be considered by a Dutch court to constitute valid service of process, notwithstanding any provision to the contrary in the Credit Agreement.

(xv)

Any provision of the Credit Agreement stating that the rights and obligations thereunder shall bind or enure to the benefit of any assignee of any party thereto may not be enforceable in The Netherlands in the absence of further agreements to that effect with such assignee.

(xvi)

Any provisions of the Credit Agreement providing for indemnification by a Company of any other party, or for waiver by a Company of any claim against another party, will not be enforceable under the laws of The Netherlands to the extent that as a result of enforcement of such provision a party to the Credit Agreement other than a Company would not be liable for, or would be entitled to indemnification for, such other party’s own intentional misconduct (opzet) or gross negligence (grove schuld).

(xvii)

Dutch law does not recognize the concept of ownership of property by a trustee for the benefit of third persons. Accordingly, any trusts purported to be created pursuant to any provision of the Credit Agreement would not be recognized under the laws of The Netherlands and would not be enforced in legal proceedings before a court in The Netherlands.

(xviii)

Under the laws of The Netherlands an agreement by a company may be void on the grounds of ultra vires if it is not in the interest of the company to enter into such agreement, even if the agreement clearly falls within the scope of the literal wording of the objects clause of the company’s articles of association. While the case law on this issue is limited, a guarantee of, assumption of liability for, or granting of other security for, obligations of companies other than direct or indirect majority-owned subsidiaries of the company issuing a guarantee or granting other security may be particularly vulnerable to challenge on this grounds. In the present case we assume that CB&I B.V. may derive benefits from the transactions contemplated by the Credit Agreement, taken as a whole. Whether such benefit is sufficient to make entering into the Credit Agreement by CB&I B.V. in its “corporate interest” is a highly fact-specific question on which we express no opinion. We note that in any event the objects clause included in the CB&I B.V. Articles does specifically include the granting of security and issuance of guarantees for the benefit of group companies and third parties in general, including companies other than direct or indirect majority-owned subsidiaries of CB&I B.V.

July 23, 2010
Page 24

We express no opinion concerning

[a]

the validity, enforceability or effectiveness in proceedings in the courts of The Netherlands of any security interest purported to be created by the Credit Agreement;

[b]

the provisions of Section 10.3 (e), (h) and (k) of the Credit Agreement, of the last sentence of Section 10.3 of the Credit Agreement and of Section 10.4 of the Credit Agreement insofar as pursuant to those provisions the Company purports to waive any defenses available to it pursuant to mandatory provisions of Dutch law;

[c]

the enforceability in proceedings before the Dutch courts of the second sentence of Section 11.13(B) of the Credit Agreement; or

[d]

the provisions of the second sentence of Section 11.15 of the Credit Agreement, to the extent such provision relates to liens and security interests created by Dutch law.

This opinion speaks as of the date hereof, and we make no undertaking to supplement such opinions if facts and circumstances (including, without limitation, amendments to the Credit Agreement) come to our attention, or changes in the law occur, which could affect such opinion.

This opinion:

1.

expresses and describes Dutch legal concepts in English and not in their original Dutch terms; these concepts may not be identical to the concepts described by the English translations; this opinion may therefore be relied upon only on the express conditions (x) that such opinion and any issues of interpretation or liability arising thereunder shall be governed by, and that all words and expressions used herein shall be construed and interpreted in accordance with, the laws of The Netherlands and (y) that any issues of interpretation or liability arising hereunder shall also be governed by Dutch law and shall be brought exclusively before a Dutch court;

2.

is strictly limited to the matters set forth herein and no opinion may be inferred or implied beyond that expressly stated herein; and

3.

is furnished as of its date pursuant to Section 5.1(v) of the Credit Agreement and may be relied upon solely by the addressees hereof and may not be relied upon by or furnished, circulated or quoted to, or used or referred to or filed with, any other person, or by any person in any other context, without our express written consent. A copy may, however, be provided to (i) your legal advisers solely for the purpose of the Credit Agreement and of giving their opinions in connection therewith and subject to the restrictions set forth in this paragraph 3, (ii) bank examiners and regulators in connection with their review of your activities and (iii) prospective participants and assignees under the Credit Agreement subject to the restrictions set forth in this paragraph 3.

July 23, 2010
Page 25

We express no opinion on any laws other than the law of The Netherlands as it stands and has been interpreted in printed case law of the courts of The Netherlands as of the date of this opinion. In particular, without limiting the generality of the foregoing we express no opinion concerning whether or under what circumstances or with what result a court sitting outside The Netherlands would or might apply Dutch law.

This opinion is given on behalf of Baker & McKenzie Amsterdam N.V. and not on behalf of or by any other office or associated firm of the Swiss Verein Baker & McKenzie International. In this opinion the expressions “we”, “us”, “our” and like expressions should be construed accordingly.

Yours sincerely,

Baker & McKenzie Amsterdam N.V.

July 23, 2010
Page 26

EXHIBIT E-3

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

List of Closing Documents

$1,100,000,000

CREDIT FACILITY

TO

CHICAGO BRIDGE & IRON COMPANY N.V.

July 23, 2010

LIST OF CLOSING DOCUMENTS⁶

LOAN AND SECURITY DOCUMENTS

Third Amended and Restated Credit Agreement (the “Credit Agreement”) by and among Chicago Bridge & Iron Company N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), and one or more subsidiaries of the company (whether now existing or hereafter formed, the “Subsidiary Borrowers”; together with the Company, the “Borrowers”), the institutions from time to time parties thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, National Association, in its capacity as contractual representative capacity (the “Administrative Agent”), evidencing a $1,100,000,000 revolving credit facility to the Borrowers from the Lenders.

EXHIBITS

EXHIBIT A-1		—		Commitments
EXHIBIT A-2		—		Issuing Banks
EXHIBIT A-3		—		Mandatory Costs
EXHIBIT B		—		Form of Borrowing/Election Notice
EXHIBIT C		—		Form of Request for Letter of Credit
EXHIBIT D		—		Form of Assignment and Acceptance Agreement
EXHIBIT E-1		—		Form of Company’s US Counsel’s Opinion
EXHIBIT E-2		—		Form of Company’s Foreign Counsel’s Opinion
EXHIBIT E-3		—		List of Closing Documents
EXHIBIT E-4		—		Form of Counsel’s Opinion for Subsidiary Borrowers
EXHIBIT F		—		Form of Officer’s Certificate

July 23, 2010
Page 28

EXHIBIT G		—		Form of Compliance Certificate
EXHIBIT H		—		Form of Subsidiary Guaranty
EXHIBIT I		—		Form of Revolving Loan Note
EXHIBIT J		—		Form of Assumption Letter
EXHIBIT K		—		Form of Designation Agreement
EXHIBIT L		—		Form of Commitment and Acceptance

SCHEDULES

SCHEDULE 1.1.1		Permitted Existing Indebtedness
SCHEDULE 1.1.2		Permitted Existing Investments
SCHEDULE 1.1.3		Permitted Existing Liens
SCHEDULE 1.1.4		Permitted Existing Contingent Obligations
SCHEDULE 1.1.5		Material Subsidiaries and Foreign Subsidiaries that are not Excluded Foreign Subsidiaries
SCHEDULE 3.2		Transitional Letters of Credit
SCHEDULE 6.4		Pro Forma Financial Statements
SCHEDULE 6.7		FTC Litigation
SCHEDULE 6.8		Subsidiaries
SCHEDULE 6.9		Pensions and Post-Retirement Plans
SCHEDULE 6.17		Environmental Matters
SCHEDULE 7.3(N)		Subsidiary Covenants
SCHEDULE 7.3(S)		Permitted Restricted Payments

•

Annex I Joinder to the Subsidiary Guaranty, executed by certain new Subsidiary Guarantors.

•

Reaffirmation (the “Reaffirmation”) executed by each of the Subsidiary Guarantors, in favor of the Administrative Agent.

•

Revolving Loan Notes executed by each Borrower in favor of any Lender which has requested a note pursuant to Section 2.12 of the Credit Agreement in the aggregate principal amount of each such Lender’s Commitment under the Credit Agreement.

• CORPORATE DOCUMENTS

•

Certificates of the Secretary or Assistant Secretary of each of the Borrowers certifying: (i) the resolutions of the Board of Directors (or other similar governing body) of such Borrower authorizing, inter alia, the execution, delivery and performance of each document to which it is a party; and the names and true signatures of the incumbent officers of such Borrower authorized to sign the documents to which it is a party and authorized to request Advances or Letters of Credit under the Credit Agreement, and (ii) with respect to any Borrower that is organized under the laws of any State in the United States of America, a copy of the By-laws for such Borrower.

July 23, 2010
Page 29

•

Articles of Incorporation of each Borrower certified as of recent date by the appropriate governmental officer in the jurisdiction of incorporation for each such Borrower.

•

Good Standing Certificate for each Borrower certified as of recent date by the appropriate governmental officer in the jurisdiction of incorporation for each such Borrower.

• OPINIONS

•

Opinion of General Counsel of the Borrowers and the Subsidiary Guarantors with respect to the Credit Agreement and the Reaffirmation.

•

Opinion of Dutch Counsel of the Company with respect to the Credit Agreement.

• CLOSING CERTIFICATES AND MISCELLANEOUS

•

Officer’s Certificate of the Company certifying that on the closing date and initial Borrowing Date (a) all the representations in the Credit Agreement are true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), (b) no Default or Unmatured Default has occurred and is continuing and (c) there exists no injunction or temporary restraining order which would prohibit the making of the Loans, the issuance of the Letters of Credit or the consummation of the other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order.

EXHIBIT E-4

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Form of Counsel’s Opinion for Subsidiary Borrowers

See Exhibit E-1

July 23, 2010
Page 31

EXHIBIT F

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Form of Officer’s Certificate

I, the undersigned, hereby certify that I am the                      of CHICAGO BRIDGE & IRON COMPANY B.V., which is the Managing Director of Chicago Bridge & Iron Company, N.V., a corporation duly organized and existing under the laws of the Kingdom of the Netherlands (the “Company”). Capitalized terms used herein and not otherwise defined herein are as defined in that that certain Third Amended and Restated Credit Agreement dated as of July 23, 2010 by and among the Company, the Subsidiary Borrowers from time to time parties thereto, the financial institutions from time to time parties thereto as lenders (the “Lenders”) and JPMorgan Chase Bank, N.A., as contractual representative for itself and the other Lenders (the “Administrative Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

I further certify on behalf of the Company, that as of the date hereof, to the best of my knowledge, after diligent inquiry of all relevant persons at the Company and its respective Subsidiaries, no Default or Unmatured Default exists [other than the following (describe the nature of the Default or Unmatured Default and the status thereof)].

IN WITNESS WHEREOF, I hereby subscribe my name on behalf of the Company on this _____ day of                     , _____.

		CHICAGO BRIDGE & IRON COMPANY N.V. By: Chicago Bridge & Iron Company B.V., its Managing Director
		By:
				Title:

EXHIBIT G

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Form of Compliance Certificate

Pursuant to Section 7.1(A)(iii) of that certain Third Amended and Restated Credit Agreement dated as of July 23, 2010 by and among Chicago Bridge & Iron Company N.V. (the “Company”), the Subsidiary Borrowers from time to time parties thereto (together with the Company, collectively, the “Borrowers”), the financial institutions from time to time parties thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as contractual representative for itself and the other Lenders (the “Administrative Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), the Company, through the undersigned                                          of Chicago Bridge & Iron Company B.V., hereby delivers to the Administrative Agent [, together with the financial statements being delivered to the Administrative Agent pursuant to Section 7.1(A) of the Credit Agreement,] this Compliance Certificate (the “Certificate”) [for the accounting period from                     , 20___ to                     , 20___] (the “Accounting Period”). Capitalized terms used herein shall have the meanings set forth in the Credit Agreement. Subsection references herein relate to subsections of the Credit Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected                                          of Chicago Bridge & Iron Company B.V., which is the Managing Director of the Company;

2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrowers and their respective Subsidiaries during the Accounting Period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default during or at the end of the Accounting Period covered by the attached financial statements or as of the date of this Certificate [except as set forth below]; and

4. Schedule I attached hereto sets forth financial data and computations evidencing the Borrowers’ compliance with certain covenants of the Credit Agreement, all of which data and computations are true, complete and correct.

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this _____ day of                     , 20___.

The Company hereby certifies on behalf of itself and the other Borrowers that the information set forth herein and on the attached Schedule I hereto is accurate as of                     , _____, to the best of the undersigned officer’s knowledge, after diligent inquiry, and that the financial statements delivered herewith present fairly the financial position of the Borrowers and their respective Subsidiaries at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with Agreement Accounting Principles, consistently applied.

Dated                     , __

		CHICAGO BRIDGE & IRON COMPANY N.V. By: Chicago Bridge & Iron Company B.V., its Managing Director
		By:
				Name:
				Title:

SCHEDULE I

to

COMPLIANCE CERTIFICATE

I.

FINANCIAL COVENANTS

A.

MAXIMUM LEVERAGE RATIO (Section 7.4(A))

(1

)

Adjusted Indebtedness

$___________

(2

)

EBITDA

(a)

Net Income

$___________

(b)

Interest Expense

+

$___________

(c)

Taxes

+

$___________

(d)

Non-recurring non-cash charges (excluding any such charge to the extent it becomes a cash charge)

+

$___________

(e)

Extraordinary losses incurred other than in the ordinary course of business

+

$___________

(f)

Non-recurring non-cash credits

-

$___________

(g)

Extraordinary gains realized other than in the ordinary course of business

-

$___________

(h)

Joint venture cash distributions (i.e. cash distributions actually received by the Company or any Subsidiary from any Person (other than a Subsidiary) in which the Company or any Subsidiary has an ownership interest)

+

$___________

(i)

Equity Income (i.e. the net earnings of any Person (other than a Subsidiary) in which the Company or any Subsidiary has an ownership interest)

-

$___________

(j)

EBIT

=

$___________

(k)

Depreciation

+

$___________

(l)

Amortization

+

$___________

(m)

Non-cash compensation expenses under stock option plans

+

$___________

(n)

EBITDA

=

$___________

(3

)

“Leverage Ratio” (Ratio of item (1) to (2)(n))

______ to 1.00

(4

)

Maximum Leverage Ratio

2.50 to 1.00

B.

PRICING RATIO (Section 7.4(A))

(1

)

Adjusted Indebtedness

$___________

(2

)

EBITDA (see A.(2)(n) above)

____________

(3

)

“Pricing Ratio” (Ratio of item (1) to (2))

______ to 1.00

C.

MINIMUM FIXED CHARGE COVERAGE RATIO (Section 7.4(B))

(1

)

Consolidated Net Income Available for Fixed Charges

(a)

Net Income

$___________

(b)

Extraordinary gains

-

$___________

(c)

Extraordinary losses

+

$___________

(d)

Other excluded earnings

-

$___________

(e)

Consolidated Net Income

=

$___________

(f)

Provisions for Income Taxes

+

$___________

(g)

Consolidated Fixed Charges (item 2(c))

+

$___________

(h)

Consolidated Net Income Available for Fixed Charges (item 1(e) plus 1(f) plus 1(g))

+

$___________

(2

)

Consolidated Fixed Charges

(a)

Consolidated Long-Term Lease Rentals

$___________

(b)

consolidated interest expense

+

$___________

(c)

Consolidated Fixed Charges

=

$___________

(3

)

Fixed Charge Coverage Ratio (Ratio of (1)(h) to (2)(c)

_____ to 1.00

			(4	)		Minimum Fixed Charge Coverage Ratio						1.75 to 1.00
D.		MINIMUM CONSOLIDATED NET WORTH (Section 7.4(C)).
			(1	)		State whether Consolidated Net Worth (as defined) was less than [____________], plus fifty percent (50%) of the sum of Consolidated Net Income (if positive) calculated separately for each fiscal quarter commencing with the fiscal quarter ending on September 30, 2010, plus 75% of the amount by which stockholders’ equity of the Company is, in accordance with Agreement Accounting Principles, adjusted from time to time as a result of the issuance of any Equity Interests after June 30, 2010						Yes/No
II.		OTHER MISCELLANEOUS PROVISIONS
A.		SUBSIDIARY INDEBTEDNESS (Section 7.3(A))
			(1	)		Aggregate principal amount of unsecured Indebtedness from Lealand Finance Company B.V. to any Subsidiary of the Company (other than a Subsidiary Guarantor) [Maximum: $50,000,000]						$____________
			(2	)		Aggregate principal amount of other Indebtedness incurred by the Subsidiaries not otherwise permitted under Section 7.3(A) [Maximum: $20,000,000][Please attached a detailed schedule setting forth all such Subsidiary Indebtedness]						$____________
B.		ASSET SALES (Section 7.3(B))
			(1	)		Aggregate book value of assets acquired from Pitt-Des Moines Inc. and identified in a ruling by the Federal Trade Commission requiring the divestiture of such assets [Maximum: $15,000,000]
			(2	)		State whether any asset sales (other than (i) sales of inventory in the ordinary course of business, (ii) dispositions of obsolete equipment in the ordinary course, (iii) transfers of assets between the Company and its wholly-owned Subsidiaries or between wholly-owned Subsidiaries of the Company not otherwise prohibited by the Credit Agreement and (iv) Permitted Sale and Leaseback Transactions pursuant to Section 7.3(B)(iv)), have occurred.						Yes/No
			(3	)		If yes, attach as a schedule hereto the details of such asset sales and calculation of compliance with Section 7.3(B)(vi).

C.

INVESTMENTS (Section 7.3(D))

(1

)

Aggregate amount of Investments in joint ventures (other than Subsidiaries) and nonconsolidated Subsidiaries [Maximum: $200,000,000]

$____________

(2

)

Aggregate amount of Investments not otherwise permitted under Sections 7.3(D)(i) through (ix) [Maximum: $20,000,000]

$____________

D.

RESTRICTED PAYMENTS (Section 7.3(S))

(1

)

Aggregate amount of Restricted Payments made or paid by the Company or any Subsidiary during the twelve month period then ended [Maximum: $100,000,000]

$____________

E.

MATERIAL SUBSIDIARY CALCULATIONS (Sections 7.2(K) and 7.3(Q))

Material Subsidiaries

(3

)

Set forth below is a list of all Material Subsidiaries of the Company and each other Subsidiary of the Company that guarantees Indebtedness of the Company. Also set forth below is an indication of whether such Subsidiaries are parties to the Subsidiary Guaranty.

		Signatory to
		Subsidiary Guaranty
Name of Material Subsidiaries and Jurisdiction of Formation		(Yes/No)
		Yes
		Yes

EXHIBIT H

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Form of Subsidiary Guaranty

Attached

SUBSIDIARY GUARANTY

THIS SUBSIDIARY GUARANTY (this “Guaranty”) is made as of the 22nd day of August, 2003, 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, HORTON 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, LEALAND 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, HOWE-BAKER INTERNATIONAL, L.L.C., a limited liability company organized under the laws of Delaware, HOWE-BAKER ENGINEERS, LTD., a limited partnership organized under the laws of Texas, HOWE-BAKER HOLDINGS, L.L.C., a limited liability company organized under the laws of Delaware, HOWE-BAKER MANAGEMENT, L.L.C., a limited liability company organized under the laws of Delaware, HOWE-BAKER, L.P., 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, HOWE-BAKER 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 Phillipines, CB&I JOHN BROWN LIMITED, a company organized under the laws of England, MORSE CONSTRUCTION GROUP, INC., a corporation organized under the laws of Washington, TPA HOWE-BAKER, 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 (collectively, 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 (and as defined in) the Credit Agreements referred to below;

WITNESSETH:

WHEREAS, CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”) and the Subsidiary Borrowers (together with the Company, the “Borrowers”), the institutions from time to time parties thereto as lenders (the “Lenders”), BANK ONE, NA, a national banking association having its principal office in Chicago, Illinois, in its capacity as contractual representative for the Lenders (the “Administrative Agent”), have entered into (i) a certain Three-Year Credit Agreement dated as of August 22, 2003 (as the same may be amended, modified, supplemented and/or restated, and as in effect from time to time, the “3-Year Credit Agreement”), and (ii) a certain Five-Year Credit Agreement dated as of August 22, 2003 (as the same may be amended, modified, supplemented and/or restated, as in effect from time to time, the “5-Year Credit Agreement”, and, together with the 3-Year Credit Agreement, the “Credit Agreements”), providing, subject to the terms and conditions thereof, for extensions of credit and other financial accommodations to be made by the Lenders to the Borrowers;

WHEREAS, it is a condition precedent to the initial extensions of credit by the Lenders under each of the Credit Agreements that each of the Guarantors execute and deliver this Guaranty, whereby each of the Guarantors shall guarantee the payment when due of all “Obligations” (as defined in the Credit Agreements), including, without limitation, all principal, interest and other amounts that shall be at any time payable by the Borrowers under the Credit Agreements or the other Loan Documents, and all Hedging Obligations to which any Lender shall be a counterparty (each a “Designated Hedging Agreement”); and

WHEREAS, in consideration of the direct and indirect financial and other support that one or more of the Borrowers has provided, and such direct and indirect financial and other support as the Borrowers may in the future provide, to the Guarantors, and in order to induce the Lenders and the Administrative Agent to enter into the Credit Agreements, each of the Guarantors is willing to guarantee the Obligations of the Borrowers under the Credit Agreements and the other Loan Documents and all Hedging Obligations under any Designated Hedging Agreements;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

III. Definitions. Terms defined in the Credit Agreements and not otherwise defined herein have, as used herein, the respective meanings provided for therein. For purposes of this Guaranty, “3-Year Lenders” means all of the Lenders under the 3-Year Credit Agreement, and “5-Year Lenders” means all of the Lenders under the 5-Year Credit Agreement. “Lenders” means, collectively, all of the 3-Year Lenders and all of the 5-Year Lenders.

IV. Representations, Warranties and Covenants. Each of the Guarantors represents and warrants (which representations and warranties shall be deemed to have been renewed at the time of the making, conversion or continuation of any Loan or issuance of any Letter of Credit) that:

(1)

It is a corporation, partnership or limited liability company duly and properly incorporated or formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, and has all requisite authority to conduct its business as a foreign Person in each jurisdiction in which its business is conducted, except where the failure to have such requisite authority would not have a Material Adverse Effect.

(2)

It has the power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution and delivery by it of this Guaranty and the performance by each of its obligations hereunder have been duly authorized by proper proceedings, and this Guaranty constitutes a legal, valid and binding obligation of each Guarantor, enforceable against such Guarantor, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

(3)

Neither the execution and delivery by it of this Guaranty, nor the consummation by it of the transactions herein contemplated, nor compliance by it with the terms and provisions hereof, will (i) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it or its certificate or articles of incorporation or by-laws, limited liability company or partnership agreement (as applicable) or the provisions of any indenture, instrument or material agreement to which it is a party or is subject, or by which it, or its property, is bound, (ii) or conflict with or constitute a default thereunder, except such interference or default which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien in, of or on its property pursuant to the terms of any such indenture, instrument or material agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority, is required to authorize, or is required in connection with the execution, delivery and performance by it of, or the legality, validity, binding effect or enforceability against it of, this Guaranty.

In addition to the foregoing, each of the Guarantors covenants that, so long as any Lender has any Commitment outstanding under either of the Credit Agreements or any amount payable under the Credit Agreements or any other Obligations or Hedging Obligations under Designated Hedging Agreements shall remain unpaid, it will, and, if necessary, will enable the Borrowers to, fully comply with those covenants and agreements of the Borrowers applicable to such Guarantor set forth in each of the Credit Agreements.

V. The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of (a) the Obligations and (b) all Hedging Obligations under the Designated Hedging Agreements, including, without limitation, (i) the principal of and interest on each Advance made to any of the Borrowers pursuant to the Credit Agreements, (ii) any Reimbursement Obligations of the Borrowers, (iii) all Hedging Obligations owing to any Lender or any affiliate of any Lender under any Designated Hedging Agreement and (iv) all other amounts payable by the Borrowers or any of their Subsidiaries under the Credit Agreements, any Designated Hedging Agreement and the other Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon failure by any Borrower or any of their Affiliates, as applicable, to pay punctually any such amount, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreements, any Designated Hedging Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

VI. Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(1)

any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations;

(2)

any modification or amendment of or supplement to either of the Credit Agreements, any Designated Hedging Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby;

(3)

any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;

(4)

any change in the corporate, partnership or other existence, structure or ownership of any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of any Borrower or any other guarantor of any of the Guaranteed Obligations;

(5)

the existence of any claim, setoff or other rights which the Guarantors may have at any time against any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any holder of Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(6)

the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or any other invalidity or unenforceability relating to or against any Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreements, any Designated Hedging Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations;

(7)

the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any;

(8)

the election by, or on behalf of, any one or more of the holders of Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;

(9)

any borrowing or grant of a security interest by any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code;

(10)

the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the holders of Obligations the Administrative Agent for repayment of all or any part of the Guaranteed Obligations;

(11)

the failure of any other Guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or

(12)

any other act or omission to act or delay of any kind by any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any holder of Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder.

VII. Discharge Only Upon Payment In Full: Reinstatement In Certain Circumstances. Each of the Guarantors’ obligations hereunder shall remain in full force and effect until all Guaranteed Obligations shall have been paid in full in cash and the Commitments and all Letters of Credit issued under the Credit Agreements shall have terminated or expired. If at any time any payment of the principal of or interest on any Advance or Reimbursement Obligation or any other amount payable by the Borrower or any other party under the Credit Agreements, any Designated Hedging Agreement or any other Loan Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, each of the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

VIII. General Waivers. Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or action on delinquency, protest, the benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Borrower, any other guarantor of the Guaranteed Obligations, or any other Person.

IX. Subordination of Subrogation; Subordination of Intercompany Indebtedness.

(1)

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cash, the Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waive any right to enforce any remedy which the Issuing Banks, holders of the Guaranteed Obligations or the Administrative Agent now have or may hereafter have against any Borrower, any endorser or any guarantor of all or any part of the Obligations or any other Person, and the Guarantors waive any benefit of, and any right to participate in, any security or collateral given to the holders of Guaranteed Obligations and the Administrative Agent to secure the payment or performance of all or any part of the Guaranteed Obligations or any other liability of the Borrowers to the holders of the Guaranteed Obligations. Should any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, each Guarantor hereby expressly and irrevocably (A) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (B) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and the holders of the Guaranteed Obligations and shall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the holders of the Guaranteed Obligations and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 7(a).

(2)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against either any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations. Notwithstanding any right of any Guarantor to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the holders of the Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document or any Designated Hedging Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document and/or Designated Hedging Agreements, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the holders of the Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or any Designated Hedging Agreement have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

X. Contribution with Respect to Guaranteed Obligations.

(1)

To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations and termination of the Credit Agreements and the Designated Hedging Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

(2)

As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the maximum amount of the claim which could then be recovered from such Guarantor under this Guaranty without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

(3)

This Section 8 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 8 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty.

(4)

The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution and indemnification is owing.

(5)

The rights of the indemnifying Guarantors against other Guarantors under this Section 8 shall be exercisable upon the full and indefeasible payment of the Guaranteed Obligations in cash and the termination of the Credit Agreements and the Designated Hedging Agreements.

XI. Stay of Acceleration. If acceleration of the time for payment of any amount payable by any Borrower under the Credit Agreements, any counterparty to any Designated Hedging Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of any Borrower or any of their Affiliates, all such amounts otherwise subject to acceleration under the terms of the Credit Agreements, any Designated Hedging Agreement or any other Loan Document shall nonetheless be payable by each of the Guarantors hereunder forthwith on demand by the Administrative Agent.

XII. Notices. All notices, requests and other communications to any party hereunder shall be given in the manner prescribed in Article XV of the Credit Agreements with respect to the Administrative Agent at its notice address therein and with respect to any Guarantor at the address set forth below or such other address or telecopy number as such party may hereafter specify for such purpose by notice to the Administrative Agent in accordance with the provisions of such Article XV.

Notice Address for Guarantors:

c/o Chicago Bridge & Iron Company
One CB&I Plaza
2103 Research Forest Drive
The Woodlands, TX 77380
Attn: Richard E. Goodrich, Executive Vice President & Chief Financial Officer
Fax: (_____) ____________

XIII. No Waivers. No failure or delay by the Administrative Agent or any holders of Guaranteed Obligations in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Guaranty, the Credit Agreements, any Designated Hedging Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.

XIV. Successors and Assigns. This Guaranty is for the benefit of the Administrative Agent and the holders of Guaranteed Obligations and their respective successors and permitted assigns, provided, that no Guarantor shall have any right to assign its rights or obligations hereunder without the consent of all of the Lenders, and any such assignment in violation of this Section 12 shall be null and void; and in the event of an assignment of any amounts payable under the Credit Agreements, any Designated Hedging Agreement or the other Loan Documents in accordance with the respective terms thereof, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. This Guaranty shall be binding upon each of the Guarantors and their respective successors and assigns.

XV. Changes in Writing. Other than in connection with the addition of additional Subsidiaries, which become parties hereto by executing a Supplement hereto in the form attached as Annex I, neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing signed by each of the Guarantors and the Administrative Agent with the consent of the Required Lenders under the 3-Year Credit Agreement (or all of the 3-Year Lenders if required pursuant to the terms of Section 9.2 of the 3-Year Credit Agreement) or with the consent of the Required Lenders under the 5-Year Agreement (or all of the 5-Year Lenders if required pursuant to the terms of Section 9.2 of the 5-Year Credit Agreement).

XVI. GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS GUARANTY, ON BEHALF OF ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY DISPUTE BETWEEN ANY GUARANTOR AND THE ADMINISTRATIVE AGENT OR ANY HOLDER OF GUARANTEED OBLIGATIONS ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS 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.

XVII. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

(A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN CLAUSE (B), EACH OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY BY FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS (UNLESS THE FEDERAL COURTS WILL NOT ACCEPT JURISDICTION, IN WHICH CASE THEY SHALL BE RESOLVED EXCLUSIVELY BY STATE COURTS LOCATED IN CHICAGO, ILLINOIS), BUT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF CHICAGO, ILLINOIS. EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS CLAUSE (A) ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

(B) OTHER JURISDICTIONS. EACH GUARANTOR AGREES THAT THE ADMINISTRATIVE AGENT OR ANY HOLDER OF GUARANTEED OBLIGATIONS SHALL HAVE THE RIGHT TO PROCEED AGAINST EACH GUARANTOR OR ITS RESPECTIVE PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER ANY GUARANTOR OR (2) IN ORDER TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON. EACH GUARANTOR AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. EACH GUARANTOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS CLAUSE (B).

(C) SERVICE OF PROCESS. EACH GUARANTOR WAIVES PERSONAL SERVICE OF ANY PROCESS UPON IT AND IRREVOCABLY APPOINTS THE BORROWER AT ITS OFFICES LOCATED AT 1501 N. DIVISION STREET PLAINFIELD, ILLINOIS 60544-8984, AS EACH GUARANTOR’S AGENT FOR THE PURPOSE OF ACCEPTING ANY WRITS, SERVICE OF PROCESS OR SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING ISSUED BY ANY COURT. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF THE AGENT OR THE HOLDERS OF THE GUARANTEED OBLIGATIONS TO SERVE ANY SUCH WRITS, PROCESS OR SUMMONSES IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(D) VENUE. EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH ABOVE.

(E) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS GUARANTY OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS GUARANTY WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(E) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF THIS SECTION 15 WITH ITS COUNSEL.

XVIII. Taxes, Expenses of Enforcement, etc.

A. Taxes.

(1)

Any and all payments by any of the Guarantors hereunder (whether in respect of principal, interest, fees or otherwise) shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings or any interest, penalties and liabilities with respect thereto including those arising after the date hereof as a result of the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of each Lender and the Administrative Agent, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by such Lender’s or the Administrative Agent’s, as the case may be, net income by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender or the Administrative Agent, as the case may be, is organized (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities which the Administrative Agent or a

Lender determines to be applicable to this Guaranty, the other Loan Documents, the Revolving Loan Commitments, the Loans or the Letters of Credit being hereinafter referred to as “Taxes”). If any Guarantor shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder to any holder of Obligations, (i) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions applicable to additional sums payable under this Section 16(A)) such Lender or Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the applicable Guarantor shall make such deductions or withholdings, and (iii) the applicable Guarantor shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law. If a withholding tax of the United States of America or any other Governmental Authority shall be or become applicable (y) after the date of this Guaranty, to such payments by the applicable Guarantor made to the Lending Installation or any other office that a Lender may claim as its Lending Installation, or (z) after such Lender’s selection and designation of any other Lending Installation, to such payments made to such other Lending Installation, such Lender shall use reasonable efforts to make, fund and maintain the affected Loans through another Lending Installation of such Lender in another jurisdiction so as to reduce the applicable Guarantor’s liability hereunder, if the making, funding or maintenance of such Loans through such other Lending Installation of such Lender does not, in the judgment of such Lender, otherwise adversely affect such Loans, or obligations under the Commitments of such Lender.

(2)

In addition, each of the Guarantors agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges, or similar levies which arise from any payment made hereunder, or from the execution, delivery or registration of, or otherwise with respect to, this Guaranty, the other Loan Documents, the Commitments, the Loans or the Letters of Credit (hereinafter referred to as “Other Taxes”).

(3)

Subject to the exceptions in the Credit Agreements, each of the Guarantors indemnifies each Lender and the Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any Governmental Authority on amounts payable under this Section 16(A)) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within thirty (30) days after the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. If the Taxes or Other Taxes with respect to which any Guarantor has made either a direct payment to the taxation or other authority or an indemnification payment hereunder are subsequently refunded to any Lender, such Lender will return to the applicable Guarantor an amount equal to the lesser of the indemnification payment or the refunded amount. A certificate as to any additional amount payable to any Lender or the Administrative Agent under this Section 16(A) submitted to the applicable Guarantor and the Administrative Agent (if a Lender is so submitting) by such Lender or the Administrative Agent shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall, absent manifest error, be deemed presumptively correct. With respect to such deduction or withholding for or on account of any Taxes and to confirm that all such Taxes have been paid to the appropriate Governmental Authorities, the applicable Guarantor or Guarantors shall promptly (and in any event not later than thirty (30) days after receipt) furnish to each Lender and the Administrative Agent such certificates, receipts and other documents as may be required (in the reasonable judgment of such Lender or the Administrative Agent) to establish any tax credit to which such Lender or the Administrative Agent may be entitled.

(4)

Within thirty (30) days after the date of any payment of Taxes or Other Taxes by any Guarantor, the applicable Guarantor shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof.

(5)

Without prejudice to the survival of any other agreement of the Guarantors hereunder, the agreements and obligations of the Guarantors contained in this Section 16(A) shall survive the payment in full of all Guaranteed Obligations and the termination of this Guaranty.

B.

Expenses of Enforcement, Etc. Subject to the terms of the Credit Agreements, after the occurrence of a Default under the 3-Year Credit Agreement, the 3-Year Lenders shall have the right at any time, and, after the occurrence of a Default under the 5-Year Credit Agreement, the 5-Year Lenders shall have the right at any time to direct the Administrative Agent to commence enforcement proceedings with respect to the Guaranteed Obligations. The Guarantors agree to reimburse the Administrative Agent and the holders of Obligations for any costs and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and the holders of Obligations, which attorneys may be employees of the Administrative Agent or the holders of Obligations) paid or incurred by the Administrative Agent or any holders of Obligation in connection with the collection and enforcement of amounts due under the Loan Documents, including without limitation this Guaranty. The Administrative Agent agrees to distribute payments received from any of the Guarantors hereunder to the holders of Obligations on a pro rata basis for application in accordance with the terms of the respective Credit Agreements.

XIX. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due from any Guarantor hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main office in Chicago, Illinois on the Business Day preceding that on which the final, non-appealable judgment is given. The obligations of each Guarantor in respect of any sum due to the Administrative Agent, for itself and the other Lenders, hereunder or under any other Loan Document shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in such other currency the Administrative Agent may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to the Administrative Agent, on behalf of itself or any Lender, in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent against such loss.

XX. Setoff. At any time after all or any part of the Guaranteed Obligations have become due and payable (by acceleration or otherwise), each holder of Obligations and the Administrative Agent may, without notice to any Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of all or any part of the Guaranteed Obligations (i) any indebtedness due or to become due from such holder of Obligations or the Administrative Agent to any Guarantor, and (ii) any moneys, credits or other property belonging to any Guarantor, at any time held by or coming into the possession of such holder of Obligations or the Administrative Agent or any of their respective affiliates.

XXI. Financial Information. Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Borrowers and any and all endorsers and/or other Guarantors of all or any part of the Guaranteed Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that none of the holders of Obligations or the Administrative Agent shall have any duty to advise such Guarantor of information known to any of them regarding such condition or any such circumstances. In the event any holder of Obligations or the Administrative Agent, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Guarantor, such holder of Obligations or the Administrative Agent shall be under no obligation (i) to undertake any investigation not a part of its regular business routine, (ii) to disclose any information which such holder of Obligations or the Administrative Agent, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures of such information or any other information to such Guarantor.

XXII. Severability. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

XXIII. Merger. This Guaranty represents the final agreement of each of the Guarantors with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous agreements, or subsequent oral agreements, between the Guarantor and any holder of Obligations or the Administrative Agent.

XXIV. Headings. Section headings in this Guaranty are for convenience of reference only and shall not govern the interpretation of any provision of this Guaranty.

IN WITNESS WHEREOF, the Initial Guarantors has caused this Guaranty to be duly executed by its authorized officer as of the day and year first above written.

CHICAGO BRIDGE & IRON COMPANY
By
		Name:
		Title:
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
By
		Name:
		Title:
CB&I TYLER COMPANY
By
		Name:
		Title:
CB&I CONSTRUCTORS, INC.
By
		Name:
		Title:
CBI SERVICES, INC.
By
		Name:
		Title:

Signature Page to Subsidiary Guaranty

HORTON CBI, LIMITED
By
		Name:
		Title:
CBI VENEZOLANA, S.A.
By
		Name:
		Title:
CBI EASTERN ANSTALT
By
		Name:
		Title:
CBI CONSTRUCTORS PTY, LTD.
By
		Name:
		Title:
LEALAND FINANCE COMPANY B.V.
By
		Name:
		Title:
CB&I (EUROPE) B.V.
By
		Name:
		Title:

Signature Page to Subsidiary Guaranty

ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.
By
		Name:
		Title:
ASIA PACIFIC SUPPLY CO.
By
		Name:
		Title:
CBI COMPANY LTD.
By
		Name:
		Title:
CBI CONSTRUCCIONES S.A.
By
		Name:
		Title:
CBI CONSTRUCTORS LIMITED
By
		Name:
		Title:
CBI HOLDINGS (U.K.) LIMITED
By
		Name:
		Title:

Signature Page to Subsidiary Guaranty

CBI OVERSEAS, LLC
By
		Name:
		Title:
CENTRAL TRADING COMPANY, LTD.
By
		Name:
		Title:
CHICAGO BRIDGE & IRON (ANTILLES) N.V.
By
		Name:
		Title:
CHICAGO BRIDGE & IRON COMPANY B.V.
By
		Name:
		Title:
CMP HOLDINGS B.V.
By
		Name:
		Title:
PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
By
		Name:
		Title:
HOWE-BAKER INTERNATIONAL, L.L.C.
By
		Name:
		Title:

Signature Page to Subsidiary Guaranty

HOWE-BAKER ENGINEERS, LTD.
By
		Name:
		Title:
HOWE-BAKER HOLDINGS, L.L.C.
By
		Name:
		Title:
HOWE-BAKER MANAGEMENT, L.L.C.
By
		Name:
		Title:
HOWE-BAKER, L.P.
By
		Name:
		Title:
MATRIX ENGINEERING, LTD.
By
		Name:
		Title:

Signature Page to Subsidiary Guaranty

HBI HOLDINGS, L.L.C.
By
		Name:
		Title:
HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C.
By
		Name:
		Title:
A&B BUILDERS, LTD.
By
		Name:
		Title:
MATRIX MANAGEMENT SERVICES, L.L.C.
By
		Name:
		Title:
CALLIDUS TECHNOLOGIES INTERNATIONAL, L.L.C.
By
		Name:
		Title:
CALLIDUS TECHNOLOGIES, L.L.C.
By
		Name:
		Title:
CONSTRUCTORS INTERNATIONAL, L.L.C.
By
		Name:
		Title:

Signature Page to Subsidiary Guaranty

SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.
By
		Name:
		Title:
CB&I (NIGERIA) LIMITED
By
		Name:
		Title:
CHICAGO BRIDGE & IRON (ESPANA) S.A.
By
		Name:
		Title:
CBI (PHILLIPINES), INC.
By
		Name:
		Title:
CB&I JOHN BROWN LIMITED
By
		Name:
		Title:
MORSE CONSTRUCTION GROUP, INC.
By
		Name:
		Title:
TPA HOWE-BAKER, LTD.
By
		Name:
		Title:
CBI HUNGARY HOLDING LIMITED LIABILITY COMPANY
By
		Name:
		Title: