Attached files

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EX-32.2 - EXHIBIT 32.2 - CHICAGO BRIDGE & IRON CO N Va20170331ex322.htm
EX-32.1 - EXHIBIT 32.1 - CHICAGO BRIDGE & IRON CO N Va20170331ex321.htm
EX-31.2 - EXHIBIT 31.2 - CHICAGO BRIDGE & IRON CO N Va20170331ex312.htm
EX-31.1 - EXHIBIT 31.1 - CHICAGO BRIDGE & IRON CO N Va20170331ex311.htm
EX-10.11 - EXHIBIT 10.11 - CHICAGO BRIDGE & IRON CO N Va20170331ex1011.htm
EX-10.10 - EXHIBIT 10.10 - CHICAGO BRIDGE & IRON CO N Va20170331ex1010.htm
EX-10.8 - EXHIBIT 10.8 - CHICAGO BRIDGE & IRON CO N Va20170331ex108.htm
EX-10.7 - EXHIBIT 10.7 - CHICAGO BRIDGE & IRON CO N Va20170331ex107.htm
EX-10.1 - EXHIBIT 10.1 - CHICAGO BRIDGE & IRON CO N Va20170331ex101.htm
10-Q - FORM 10-Q - CHICAGO BRIDGE & IRON CO N Va2017033110q.htm


Execution Version

AMENDMENT NO. 3 AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement (this “Amendment”), dated as of May 8, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Initial Borrower”), CERTAIN SUBSIDIARIES OF THE COMPANY SIGNATORY HERETO (each a “Designated Borrower” and, together with the Initial Borrower, collectively the “Borrowers” and each a “Borrower”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto.
W I T N E S S E T H:
WHEREAS, each of the Company, the Borrowers, the Administrative Agent, and the Lenders have entered into that certain Amended and Restated Revolving Credit Agreement dated as of July 8, 2015 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of October 27, 2015, that certain Amendment No. 2 to Amended and Restated Revolving Credit Agreement, dated as of February 24, 2017 and as hereby amended and as from time to time further amended, modified, supplemented, restated, or amended and restated, the “Credit Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement as amended hereby), pursuant to which the Lenders have made available to the Borrowers a senior unsecured revolving credit facility in an original aggregate principal amount of $800,000,000; and
WHEREAS, the Company has entered into the Guaranty pursuant to which it has guaranteed certain or all of the obligations of the Borrowers under the Credit Agreement and the other Loan Documents; and
WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement in certain respects and to waive a Default or potential Default under the Credit Agreement, which the Administrative Agent and the Lenders party hereto are willing to do on the terms and conditions contained in this Amendment;
NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.Amendments to Credit Agreement. Subject to the terms and conditions set forth herein, the Credit Agreement (exclusive of Schedules and Exhibits thereto) shall be amended such that after giving effect to all such amendments, it shall read in its entirety as set forth on Annex I attached hereto.
2.    Amendments to Compliance Certificate. Exhibit D to the Credit Agreement is hereby amended and restated in its entirety as set forth in Annex II hereto.
3.    Waiver. Pursuant to Section 10.01 of the Credit Agreement and subject to the terms and conditions hereof, effective as of the date hereof each Lender party hereto hereby waives:

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(a)    the requirement set forth in Section 6.01(d) of the Credit Agreement for the Company to deliver a copy of the plan and forecast of the Company and its Subsidiaries for the fiscal year commencing January 1, 2017, and further waives any Default or potential Default that has arisen or may arise under Section 8.01(b) of the Credit Agreement in connection thereof; and
(b)    any actual or potential Default or Event of Default, if any, under Section 8.01(b) of the Credit Agreement arising solely as a result of the failure of the Company to comply with the terms of Section 7.18(a) of the Credit Agreement for the fiscal quarter ending March 31, 2017.
The waivers set forth in this Amendment is limited to the extent specifically set forth above for the fiscal year commencing January 1, 2017 and the fiscal quarter ending March 31, 2017, respectively, and shall in no way serve to waive compliance with Section 6.01(d) and Section 7.18(a) of the Credit Agreement for any other periods, or any other terms, covenants or provisions of the Credit Agreement or any other Loan Document, or any obligations of the Borrowers, other than as expressly set forth above.
4.    Effectiveness; Conditions Precedent. This Amendment, the amendments to the Credit Agreement provided in Sections 1 and 2 hereof and the waiver provided in Section 3 hereof shall be effective as of the date first written above upon the satisfaction of the following conditions precedent:
(a)    The Administrative Agent shall have received counterparts of this Amendment, duly executed by the Company, each Borrower, each Guarantor and the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf);
(b)    The Administrative Agent shall have received a copy of an amendment to each other outstanding Transaction Facility, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent; and
(c)    (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of May 3, 2017 by and among the Company, Bank of America, N.A., and Merrill Lynch, Pierce, Fenner & Smith Incorporated; (ii) an amendment fee shall have been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on May 5, 2017 for the account of such Lender, paid to the Administrative Agent, equal to 0.25% (25 bps) multiplied by each such Lender’s Commitments as of the date hereof; and (iii) all other fees and expenses of the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent) to the extent due and payable under Section 10.04(a) of the Credit Agreement and for which invoices have been presented a reasonable period of time prior to the effectiveness hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of accounts for such fees and expenses).
5.    Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Company represents and warrants to the Administrative Agent and the Lenders as follows:
(a)    The representations and warranties made by the Company in Article V of the Credit Agreement are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date;

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(b)    This Amendment has been duly authorized, executed and delivered by the Company and the Borrowers and constitutes a legal, valid and binding obligation of such parties, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting the rights of creditors, and subject to equitable principles of general application; and
(c)    After giving effect to this Amendment and the corresponding amendments to the Existing Revolving Credit Agreement and the Existing 2015 Term Loan Credit Agreement, no Default or Event of Default has occurred and is continuing, or would result from the effectiveness of this Amendment.
6.    Consent of the Guarantors. Each Guarantor hereby consents, acknowledges and agrees to the amendments and other matters set forth herein and hereby confirms and ratifies in all respects the Guaranty to which it is a party (including without limitation the continuation of each Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments, waivers and consents contemplated hereby) and the enforceability of the applicable Guaranty against the applicable Guarantor in accordance with its terms.
7.    Entire Agreement. This Amendment, together with all the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.
8.    Full Force and Effect of Credit Agreement. Except as hereby specifically amended, waived, modified or supplemented, the Credit Agreement and each other Loan Document is hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to its respective terms.
9.    Governing Law. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed and to be performed entirely within such State, and shall be further subject to the provisions of Sections 10.14 and 10.15 of the Credit Agreement.
10.    Enforceability. Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.
11.    References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.
12.    Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Company, the Borrowers, the Administrative Agent and each of the Guarantors and Lenders, and their respective successors, legal representatives, and assignees to the extent such assignees are permitted assignees as provided in Section 10.06 of the Credit Agreement.

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13.    No Novation. Neither the execution and delivery of this Amendment nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Credit Agreement or of any of the other Loan Documents or any obligations thereunder.
14.    Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.
15.    FATCA. For purposes of determining withholding Taxes imposed under the Foreign Account Tax Compliance Act (FATCA), from and after the effective date of this Amendment, it is understood and agreed that the Administrative Agent may treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
16.    Collateral Delivery Obligation. Within 60 days after the date hereof (which such date may be extended by an additional 30 days at the sole discretion of the Administrative Agent or as otherwise extended in accordance with the Agreed Collateral Principles), the Obligations under the Loan Documents shall be secured by valid and perfected first priority Liens and security interests, subject to Liens permitted under the Credit Agreement and subject further to the Agreed Collateral Principles, in all of the following, other than Excluded Collateral (the “Collateral”):
(a)    Subject to the limitations expressly set forth in this Section 16, all of the present and future personal property and assets, and, to the extent required by the Administrative Agent, owned real property having an individual value of at least $2,500,000, of each Loan Party including, without limitation:
(1)    all present and future shares of capital stock of (or other ownership or profit interests in) each of the present and future Subsidiaries of each Loan Party other than inactive Subsidiaries (limited, in the case of each entity that is a “controlled foreign corporation” under Section 957 of the Internal Revenue Code, each U.S. entity that is treated as a disregarded entity for U.S. federal income tax purposes that owns (directly or indirectly through another fiscally transparent entity) a “controlled foreign corporation”, and each U.S. entity that is treated as a corporation for U.S. federal income tax purposes whose assets primarily consist of one or more “controlled foreign corporations”, to a pledge of 65% of the capital stock of each such first-tier foreign Subsidiary or U.S. Subsidiary, as applicable, to the extent the pledge of any greater percentage would result in adverse tax consequences to the applicable Loan Party);
(2)    all inventory of each Loan Party;
(3)    all equipment of each Loan Party;
(4)    all intellectual property of each Loan Party (provided that in no event shall any intellectual property security agreements (or equivalent documentation) be filed with the USPTO or US Copyright office until after the occurrence and during the continuation of an Event of Default);
(5)    all accounts receivable and payment intangibles of each Loan Party; and

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(6)    all deposit accounts of each Loan Party located in the United States, but excluding (x) any deposit accounts specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of any Loan Party’s salaried employees and (y) other deposit accounts constituting zero balance, payroll, withholding or trust accounts, the aggregate average daily balance of which for all Loan Parties does not exceed $2,500,000 at any time; and
(b)    all proceeds and products of the foregoing.
Assets being disposed of in connection with Project Jazz shall not be included as, or required to be pledged as, Collateral; provided, however, in the event that Project Jazz is not consummated, such assets shall be included as, and be pledged as, Collateral to the extent it would not otherwise be excluded pursuant to this Section 16.
In no event shall the Collateral include any of the following:
(i)    pledges and security interests prohibited by applicable law, rule or regulation (to the extent such law, rule or regulation is effective under applicable anti-assignment provisions of the Uniform Commercial Code (or foreign equivalent));
(ii)     assets of and equity interests in any joint venture or other non-wholly owned Subsidiary;
(iii)    any asset or property if and for so long as the grant of a security interest therein is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, sublicense, agreement, instrument or other document;
(iv)    any property in which the Loan Party now or hereafter has rights, to the extent in each case a security interest may not be granted by the Loan Party in such property without the consent of one or more third parties, including any Governmental Authority;
(v)     any property to the extent that such grant of a security interest would contravene the Agreed Collateral Principles;
(vi)     any motor vehicles and any other assets subject to a certificate of title (other than proceeds thereof), to the extent a security interest in such motor vehicles or other assets cannot be perfected solely by filing a Uniform Commercial Code financing statement; and
(vii)    assets as to which the Administrative Agent and the Loan Parties reasonably agree that the costs of obtaining such security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby (the foregoing described in clauses (i) through (vii) are, collectively, the “Excluded Collateral”).
The “Agreed Collateral Principles” are as follows: (i) notwithstanding anything herein to the contrary, no actions shall be required under the law of any non-U.S. jurisdiction in order to create or perfect any security interest other than the United Kingdom, Lichtenstein, Netherlands and Netherlands Antilles, (ii) no lien by any Person organized outside of the United States shall be made that would result in any breach of any law or regulation (or analogous restriction) of the jurisdiction of organization of such Person or result in any risk to the officers or directors of such Person or a civil or criminal liability, and (iii) it is expressly

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acknowledged that in certain jurisdictions it may be (A) impossible or impractical (including for legal and regulatory reasons) to create security over certain categories of assets or (B) it may take longer than agreed upon to grant or create such security over certain categories of assets, in which event the Administrative Agent will act reasonably in granting the necessary extension of timing for obtaining such security, provided, that with respect to subsections (A) and (B), the applicable Loan Party has exercised commercially reasonable efforts in providing such security.
Notwithstanding anything to the contrary contained in the Loan Documents, the Liens on the Collateral shall (i) ratably secure the relevant Loan Party’s Obligations, (ii) rank pari passu with the Liens securing the obligations under the Transaction Facilities, (iii) be effected and implemented by the entry by the Loan Parties into such security, pledge and other agreements (including, without limitation, an amendment to the Credit Agreement), in each case in form and substance satisfactory to the Administrative Agent, and the taking by the Loan Parties of such action (including, without limitation, the filing of Uniform Commercial Code financing statements and the delivery of original certificates and instruments constituting or representing Collateral, accompanied by appropriate instruments of transfer), in each case, as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting Liens on the Collateral, and (iv) be subject to an intercreditor or related agreement (the “Intercreditor Agreement”) by and between the (A) Administrative Agent (acting as “collateral agent”), (B) the noteholders under the Note Purchase Agreements, (C) the respective administrative agents (to the extent authorized to do so) for the creditors under the other Transaction Facilities and (D) those Lenders under the Credit Agreement, the Existing Revolving Credit Agreement and the Existing 2015 Term Loan Agreement who have issued performance and financial letters of credit to the Company and/or its Subsidiaries (but outside of such credit agreements), which in the case of the Lenders pursuant to this clause (D) will be pari passu to the other Lenders and creditors in clauses (A) through (C) with respect to up to $500,000,000 in Indebtedness owed by the Company or its Subsidiaries to such Lenders. Notwithstanding any other timing requirement in this Section 16 otherwise, the Intercreditor Agreement shall be entered into by the parties thereto not later than 21 days following the date hereof.
The Administrative Agent shall also act as the “collateral agent” under the Loan Documents and any security instruments, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent (i) to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto, and (ii) to enter into security documents, the Intercreditor Agreement and any other related security instruments on behalf of the Lenders.
[Signature pages follow.]


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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

CHICAGO BRIDGE & IRON COMPANY (Delaware),
as the Initial Borrower


By:     /s/ Luciano Reyes        
Name: Luciano Reyes
Title: Treasurer


CB&I LLC, as a Designated Borrower
By: CB&I HoldCo, LLC, its Sole Member


By:     /s/ Regina N. Hamilton        
Name: Regina N. Hamilton
Title: Secretary


CB&I SERVICES, LLC, as a Designated Borrower
By: CB&I HoldCo, LLC, its Sole Member


By:     /s/ Regina N. Hamilton        
Name: Regina N. Hamilton
Title: Secretary


CHICAGO BRIDGE & IRON COMPANY B.V.,
as a Designated Borrower


By:     /s/ Michael S. Taff        
Name: Michael S. Taff
Title: Managing Director
CHICAGO BRIDGE & IRON COMPANY,
as a Designated Borrower


By:     /s/ Luciano Reyes        
Name: Luciano Reyes
Title: Vice President and Treasurer

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




COMPANY:
CHICAGO BRIDGE & IRON COMPANY N.V.

By: CHICAGO BRIDGE & IRON COMPANY B.V.,
its Managing Director


By:     /s/ Michael S. Taff        
Name: Michael S. Taff
Title: Authorized Signatory










































Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




ACKNOWLEDGEMENT

Each of the undersigned Subsidiary Guarantors hereby acknowledge and agree to the foregoing Amendment.

 
 
 
 
 
CHICAGO BRIDGE & IRON COMPANY, a Delaware corporation
 
 
 
By:
 
/s/ Michael S. Taff
 
 
 
Name:
 
Michael S. Taff
 
 
 
Title:
 
Authorized Signatory
 
 
 
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
 
 
 
By:
 
/s/ Michael S. Taff
 
 
 
Name:
 
Michael S. Taff
 
 
 
Title:
 
Authorized Signatory
 
 
 
CB&I TYLER COMPANY
 
 
 
 
By:
 
/s/ Luciano Reyes
 
 
 
Name:
 
Luciano Reyes
 
 
 
Title:
 
Treasurer
 
 
 
CB&I, LLC
 
By:
CB&I HoldCo, LLC, its Sole Member
 
 
 
 
By:
 
/s/ Regina N. Hamilton
 
 
 
Name:
 
Regina N. Hamilton
 
 
 
Title:
 
Secretary
 
 
CHICAGO BRIDGE & IRON COMPANY, an Illinois corporation
By:
 
/s/ Luciano Reyes
 
 
 
Name:
 Luciano Reyes
 
 
 
Title:
 Treasurer
 
 
 
A&B BUILDERS, LTD.
 
 
 
 
By:
 
/s/ Luciano Reyes
 
 
 
Name:
 
Luciano Reyes
 
 
 
Title:
 
Treasurer
 

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




 
ASIA PACIFIC SUPPLY COMPANY
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer

CBI AMERICAS LTD.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer
 
CSA TRADING COMPANY, LTD.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer
 
CB&I WOODLANDS L.L.C.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer
 
CBI COMPANY LTD.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer
 
CENTRAL TRADING COMPANY, LTD.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer
 
CONSTRUCTORS INTERNATIONAL, L.L.C.
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




HBI HOLDINGS, L.L.C.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer
 
 
 
 
 
HOWE-BAKER INTERNATIONAL, L.L.C.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer
 
HOWE-BAKER ENGINEERS, LTD.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer
 
HOWE-BAKER HOLDINGS, L.L.C.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer
 
HOWE-BAKER MANAGEMENT, L.L.C.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer
 
HOWE-BAKER INTERNATIONAL MANAGEMENT L.L.C.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer
MATRIX ENGINEERING, LTD.
 
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer


Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




MATRIX MANAGEMENT SERVICES, L.L.C.
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer
 
 
 
 
 
OCEANIC CONTRACTORS, INC.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Treasurer
 
CBI VENEZOLANA, S.A.
 
 
By:
 
/s/ Rui Orlando Gomes
 
 
Name:
 
Rui Orlando Gomes
 
 
Title:
 
Treasurer
 
CBI MONTAJES DE CHILE LIMITADA
 
 
By:
 
/s/ Rui Orlando Gomes
 
 
Name:
 
Rui Orlando Gomes
 
 
Title:
 
Director/Legal Representative
 
CB&I EUROPE B.V.
 
 
By:
 
/s/ Raymond Buckley
 
 
Name:
 
Raymond Buckley
 
 
Title:
 
Director
 
CBI EASTERN ANSTALT
 
 
By
 
/s/ Raymond Buckley
 
 
Name:
 
Raymond Buckley
 
 
Title:
 
Director
 
CB&I POWER COMPANY B.V.
(f/k/a CMP HOLDINGS B.V.)
 
 
 
By:
 
/s/ Raymond Buckley
 
 
 
Name:
 
Raymond Buckley
 
 
 
Title:
 
Director
 
 
 
 
 
 
 

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




CBI CONSTRUCTORS PTY LTD
 
 By:
/s/ Ian Michael Bendesh
 
Name:
 
Ian Michael Bendesh
 
Title:
 
Director
 
 
 
 
CBI ENGINEERING AND CONSTRUCTION
CONSULTANT (SHANGHAI) CO. LTD.
 
 
 
 
By:
 
/s/ Raymond Buckley
 
 
 
Name:
 Raymond Buckley
 
 
 
Title:
 Chairman
 
 
 
CBI (PHILIPPINES), INC.
 
 
 
 
By:
 
/s/ Tom Anderson
 
 
 
Name:
Tom Anderson
 
 
 
Title:
President
 
 
 
CBI OVERSEAS, LLC
 
 
 
 
By:
 
/s/ Regina N. Hamilton
 
 
 
Name:
Regina N. Hamilton
 
 
 
Title:
 Secretary
 
 
 
 
 
 
CB&I CONSTRUCTORS LIMITED
 
 
By:
 
/s/ Kevin J. Forder
 
 
Name:
 
Kevin J. Forder
 
 
Title:
 
Director
 
CB&I HOLDINGS (U.K.) LIMITED
 
 
By:
 
/s/ Kevin J. Forder
 
 
Name:
 
Kevin J. Forder
 
 
Title:
 
Director
 
CB&I UK LIMITED
 
 
By:
 
/s/ Kevin J. Forder
 
 
Name:
 
Kevin J. Forder
 
 
Title:
 
Director
 


Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




CB&I MALTA LIMITED
 
 
By:
 
/s/ Duncan Wigney
 
 
Name:
 
Duncan Wigney
 
 
Title:
 
Director
 
LUTECH RESOURCES LIMITED
 
 
By:
/s/ Jonathan Stephenson
 
Name:
Jonathan Stephenson
 
Title:
Secretary
 
 
 
 
 
 
NETHERLANDS OPERATING COMPANY B.V.
 
 
By:
 
/s/ H. M. Koese
 
 
Name:
H. M. Koese
 
 
Title:
Director
 
 
 
 
 
CBI NEDERLAND B.V.
 
 
By:
 
/s/ Ashok Joshi
 
 
Name:
Ashok Joshi
 
 
Title:
Director
 
ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Director
PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Director
 
SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Director


Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




 
CHICAGO BRIDGE & IRON (ANTILLES) N.V.
 
 
By:
 
/s/ Michael S. Taff
 
 
Name:
 
Michael S. Taff
 
 
Title:
 
Managing Director
 
LUMMUS TECHNOLOGY HEAT TRANSFER B.V.
 
 
 
By:
 
/s/ John R. Albanese, Jr.
 
 
 
Name:
 
John R. Albanese, Jr.
 
 
 
Title:
 
Director
 
 
 
LEALAND FINANCE COMPANY B.V.
 
 
 
 
By:
 
/s/ Michael S. Taff
 
 
 
Name:
 
Michael S. Taff
 
 
 
Title:
 
Managing Director
 
 
 
 
 
 
CB&I FINANCE COMPANY LIMITED
 
 
By:
 
/s/ Kevin J. Forder
 
 
Name:
 
Kevin J. Forder
 
 
Title:
 
Director
 
CB&I OIL & GAS EUROPE B.V.
 
 
By:
 
/s/ Michael S. Taff
 
 
Name:
 
Michael S. Taff
 
 
Title:
 
Managing Director
 
CBI COLOMBIANA S.A.
 
 
By:
 
/s/ Michael S. Taff
 
 
Name:
 
Michael S. Taff
 
 
Title:
 
Director
 
CHICAGO BRIDGE & IRON COMPANY B.V.
 
 
By:
 
/s/ Michael S. Taff
 
 
Name:
 
Michael S. Taff
 
 
Title:
 
Managing Director

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




 
 
CB&I TECHNOLOGY INTERNATIONAL CORPORATION (f/k/a LUMMUS INTERNATIONAL CORPORATION)

 
By:
 
/s/ John R. Albanese, Jr.
 
 
 
 
Name:
 
John R. Albanese, Jr.
 
 
 
 
Title:
 
Vice President – Finance – Treasurer
 
 
 
 
CB&I TECHNOLOGY VENTURES, INC.
 
 
(f/k/a LUMMUS CATALYST COMPANY LTD.)
 
 
 
 
 
By:
 
/s/ John R. Albanese, Jr.
 
 
 
 
Name:
 
John R. Albanese, Jr.
 
 
 
 
Title:
 
Vice President & Treasurer
 
 
 
 
 
 
 
 
 
 
CB&I TECHNOLOGY OVERSEAS CORPORATION (f/k/a LUMMUS OVERSEAS CORPORATION)
 
 
 
 
 
 
 
 
By:
 
/s/ John R. Albanese, Jr.
 
 
 
 
 
Name:
 
John R. Albanese, Jr.
 
 
 
 
 
Title:
 
Vice President & Treasurer
 
 
 
 
CATALYTIC DISTILLATION TECHNOLOGIES
 
 
 
 
 
By:
 
/s/ John R. Albanese, Jr.
 
 
 
 
 
Name:
 
John R. Albanese, Jr.
 
 
 
 
 
Title:
 
Management Committee Member
 
 
 
 
 
 
 
CB&I TECHNOLOGY INC. (f/k/a LUMMUS TECHNOLOGY, INC.)
 
 
 
 
 
 
 
 
By:
 
/s/ John R. Albanese, Jr.
 
 
 
 
 
Name:
 
John R. Albanese, Jr.
 
 
 
 
 
Title:
 
CFO & Treasurer
 
 
 
 
 
 
 
CBI SERVICES, LLC
 
 
 
By:
CB&I HoldCo, LLC, its Sole Member
 
 
 
 
 
 
 
 
By:
 
/s/ Regina N. Hamilton
 
 
 
 
 
Name:
 
Regina N. Hamilton
 
 
 
 
 
Title:
 
Secretary
 
 
 

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page





 
WOODLANDS INTERNATIONAL INSURANCE COMPANY
 
 
By:
 
/s/ Robert Havlick
 
 
Name:
 
Robert Havlick
 
 
Title:
 
Director
 
CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY
 
 
By:
 
/s/ William G. Lamb
 
 
Name:
 
William G. Lamb
 
 
Title:
 
Director
 
LUMMUS NOVOLEN TECHNOLOGY GMBH
 
 
By:
 
/s/ Godofredo Follmer
 
 
Name:
 
Godofredo Follmer
 
 
Title:
 
Managing Director
 
 
 
 
 
CB&I LUMMUS GMBH
 
 
By:
 
/s/ Andreas Schwarzhaupt
 
 
Name:
 
Andreas Schwarzhaupt
 
 
Title:
 
Managing Director
 
CB&I S.R.O.
 
 
By:
 
/s/ Jiri Gregor
 
 
Name:
 
Jiri Gregor
 
 
Title:
 
Managing Director
 
CBI PERUANA S.A.C.
 
 
By:
 
/s/ James E. Bishop
 
 
Name:
 
James E. Bishop
 
 
Title:
 
General Manager
 
HORTON CBI, LIMITED
 
 
By:
 
/s/ Greg Guse
 
 
Name:
 
Greg Guse
 
 
Title:
 
Director

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page





 
CB&I (NIGERIA) LIMITED
 
 
By:
 
/s/ Andy Dadosky
 
 
Name:
 
Andy Dadosky
 
 
Title:
 
Director
 
CB&I SINGAPORE PTE LTD.
 
 
By:
 
/s/ Michael S. Taff
 
 
Name:
 
Michael S. Taff
 
 
Title:
 
Director
 
CB&I NORTH CAROLINA, INC.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Director
 
 
 
 
 
 
SHAW ALLOY PIPING PRODUCTS, LLC
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Manager
 
CB&I Walker LA, L.L.C.
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Manager
 
 
 
 
 
CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC.
(f/k/a SHAW ENVIRONMENTAL, INC.)
 
 
By:
 
/s/ Luciano Reyes
 
 
Name:
 
Luciano Reyes
 
 
Title:
 
Director

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




   
 
 
 
 
 
 
 
 
 
CB&I OVERSEAS (FAR EAST) INC.
 
 
 
 
 
 
 
 
 
 
 
 
By:
 
  /s/ Joseph Christaldi
 
 
 
 
 
 
 
Name:
 
Joseph Christaldi
 
 
 
 
 
 
 
Title:
 
Director
 
 
 
 
 
 
 
 
 
 
 
THE SHAW GROUP INC.
 
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Luciano Reyes
 
 
 
 
 
 
 
Name:
 
Luciano Reyes
 
 
 
 
 
 
 
Title:
 
Treasurer
 
 
 
 
 
 
LUMMUS GASIFICATION TECHNOLOGY LICENSING COMPANY
 
 
 
 
 
 
 
By:
 
/s/ John R. Albanese, Jr.
 
 
 
 
 
 
 
Name:
 
John R. Albanese, Jr.
 
 
 
 
 
 
 
Title:
 
Director
 
 
 
 
 
 
 
 
 
 
 
CB&I LAURENS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ William G. Lamb
 
 
 
 
 
 
 
Name:
 
William G. Lamb
 
 
 
 
 
 
 
Title:
 
Vice President – Global Tax
 
 
 
 
 
 
 
 
 
 
 
CB&I GOVERNMENT SOLUTIONS, INC.
 
 
 
 
 
 
 
 
 
By:
 
/s/ Luciano Reyes
 
 
 
 
 
Name:
 
Luciano Reyes
 
 
 
 
 
 
 
Title:
 
Director
 
 
 
 
 
 
 
 
 
 
 
SHAW SSS FABRICATORS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Luciano Reyes
 
 
 
 
 
 
 
Name:
 
Luciano Reyes
 
 
 
 
 
 
 
Title:
 
Treasurer
 
 
 
 
 
 
 
CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS), LLC
 
 
 
 
 
 
 
 
By:
 
/s/ Regina N. Hamilton
 
 
 
 
 
 
 
Name:
 
Regina N. Hamilton
 
 
 
 
 
 
Title:
 
Director
 
 
 
 

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




 
 
 
 
 
CBI US HOLDING COMPANY, INC
 
 
By:
 
/s/ Regina N. Hamilton
 
 
Name:
 
Regina N. Hamilton
 
 
Title:
 
Secretary
 
 
 
 
 
CBI HOLDCO TWO, INC
 
 
By:
 
/s/ Regina N. Hamilton
 
 
Name:
 
Regina N. Hamilton
 
 
Title:
 
Secretary
 
 
 
 
 
CBI COMPANY BV
 
 
By:
 
/s/ Ashok Joshi
 
 
Name:
 
Ashok Joshi
 
 
Title:
 
Director


ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A.,
as Administrative Agent


By: /s/ Bridgett J. Manduk Mowry
Name:    Bridgett J. Manduk Mowry    
Title:    Vice President         

    
















Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




LENDERS:

BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender


By:/s/ Patrick Martin
Name: Patrick Martin
Title: Managing Director

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




BANK OF MONTREAL, as a Lender and an L/C Issuer


By: Michael Gift
Name: Michael Gift
Title: Director




























Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page



THE BANK OF NOVA SCOTIA, as a Lender


By:/s/ Michael Grad        
Name: Michael Grad
Title: Director










































Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page



THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender and an L/C Issuer


By: Mark Maloney
Name: Mark Maloney
Title: Authorized Signatory

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page



BNP PARIBAS, as a Lender and an L/C Issuer


By: Mary-Ann Wong
Name: Mary-Ann Wong
Title: Vice President



By: Liz Cheng
Name: Liz Cheng
Title: Vice President


Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




CITIBANK, N.A., as a Lender


By:/s/ Paul Burroughs        
Name: Paul Burroughs
Title: Vice President


Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page





COMMERZBANK AG, NEW YORK BRANCH, as a Lender


By:/s/ Barbara Stacks        
Name: Barbara Stacks
Title: Director


By:/s/ Christine Serrano        
Name: Christina Serrano
Title: Assistant Vice President

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




COMPASS BANK, as a Lender and an L/C Issuer


By: Aaron Loyd
Name: Aaron Loyd
Title: Director

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender and an L/C Issuer


By:/s/ Dixon Schultz
Name: Dixon Schultz
Title: Managing Director


By:/s/ Michael Willis
Name: Michael Willis
Title: Managing Director

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page



DBS BANK LTD., as a Lender


By:/s/ Yeo How Ngee            
Name: Yeo How Ngee
Title: Managing Director


Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page






FIFTH THIRD BANK, as a Lender


By:/s/ Robert R. Mangers    
Name: Robert R. Mangers
Title: Vice President


Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender


By:/s/ Paul Hatton    
Name: Paul Hatton
Title: Managing Director




























Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page



ING BANK N.V., DUBLIN BRANCH, as a Lender


By: /s/ Shuan Hawley                
Name: Shaun Hawley
Title: Director


By:/s/ Barry Fehily                
Name: Barry Fehily
Title: Managing Director


























Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page



INTESA SANPAOLO S.P.A., NEW YORK BRANCH, as a Lender


By: /s/ W.S. Debton        
Name: W.S. Denton
Title: Corporate & Investment Banking


By:/s/ Francesco Di Mario        
Name: Francesco Di Mario
Title: FVP, Credit Manager

























Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




LLOYDS BANK PLC, as a Lender


By: /s/Erin Walsh        
Name: Erin Walsh
Title: Assistant Vice President – W004


By: /s/ Daven Popat        
Name: Daven Popat
Title: Senior Vice President – P003


Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page





MIZUHO BANK, LTD., as a Lender


By:/s/Donna DeMagistric    
Name: Donna DeMagistric
Title: Authorized Signatory


Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




NBAD AMERICAS N.V., as a Lender


By:/s/ Pamela Sigda        
Name: Pamela Sigda
Title: Chief Operating Officer & SVP


By:/s/ Souzan Tarazi
Name: Souzan Tarazi
Title: Head of Operations

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page



THE NORTHERN TRUST COMPANY, as a Lender


By:/s/ Keith L. Burson            
Name: Keith L. Burson
Title: Senior Vice President






























Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page



REGIONS BANK, as a Lender


By: Joey Powell        
Name: Joey Powell
Title: Director

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




LENDERS:

RIYAD BANK, HOUSTON AGENCY, as a Lender


By:/s/ Tim Hartnett                
Name: Tim Hartnett
Title: Vice President & Administrative Officer


By:/s/ Manny Cafeo                
Name: Manny Cafeo
Title: Operations Manager



Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




SANTANDER BANK, N.A., as a Lender


By: Andres Barbosa            
Name: Andres Barbosa
Title: Executive Director





























Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page



SUMITOMO MITSUI BANKING CORPORATION, as a Lender


By:/s/ James D. Weinstein    
Name: James D. Weinstein
Title: Managing Director

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




SUNTRUST BANK, as a Lender


By:/s/ Justin Lien        
Name: Justin Lien
Title: Director

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




UNICREDIT BANK AG, NEW YORK BRANCH, as a Lender


By:/s/ Julien Tizorin        
Name: Julien Tizorin
Title: Director

By:/s/ Ken Hamilton        
Name: Ken Hamilton
Title: Managing Director

Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page





ZB, NA D/B/A AMEGY BANK NATIONAL ASSOCIATION, as a Lender


By:/s/ Lauren Eller                
Name: Lauren Eller
Title: Assistant Vice President


Chicago Bridge & Iron
Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement
Signature Page




                                            ANNEX I

CONFORMED CREDIT AGREEMENT

(see attached)







Published CUSIP Numbers: 16725MAM3 (Deal)
Revolver: 16725MAN1
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Dated as of July 8, 2015

among    

image1a01.jpg
CHICAGO BRIDGE & IRON COMPANY N.V.,
as Guarantor,

CHICAGO BRIDGE & IRON COMPANY (DELAWARE),
as Initial Borrower,

and

CERTAIN SUBSIDIARIES OF CHICAGO BRIDGE & IRON COMPANY N.V.,
as Designated Borrowers,

BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer,

and

The Other Lenders Party Hereto

BANK OF AMERICA MERRILL LYNCH, COMPASS BANK, BNP PARIBAS SECURITIES CORP., CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
and
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as Joint Lead Arrangers and Joint Bookrunners
COMPASS BANK, BNP PARIBAS, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as Co-Syndication Agents
BANK OF MONTREAL,
HSBC BANK USA, NATIONAL ASSOCIATION,
and
FIFTH THIRD BANK, 
as Co-Documentation Agents


1Conformed version to include Amendments 1, 2 and 3.

67484784_12



ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
1

 
 
 
 
 
 
1.01
 
Defined Terms
1

 
1.02
 
Other Interpretive Provisions
38

 
1.03
 
Accounting Terms
39

 
1.04
 
Rounding
39

 
1.05
 
Exchange Rates; Currency Equivalents
40

 
1.06
 
Additional Alternative Currencies
40

 
1.07
 
Change of Currency
41

 
1.08
 
Times of Day
42

 
1.09
 
Letter of Credit Amounts
42

 
1.10
 
Supplemental Disclosure
42

 
 
 
 
 
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
42

 
 
 
 
 
 
2.01
 
Committed Loans
42

 
2.02
 
Borrowings, Conversions and Continuations of Committed Loans
43

 
2.03
 
Letters of Credit
44

 
2.04
 
Swing Line Loans
54

 
2.05
 
Prepayments
57

 
2.06
 
Termination or Reduction of Commitments
59

 
2.07
 
Repayment of Loans
60

 
2.08
 
Interest
60

 
2.09
 
Fees
60

 
2.10
 
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
61

 
2.11
 
Evidence of Debt
62

 
2.12
 
Payments Generally; Administrative Agent's Clawback
62

 
2.13
 
Sharing of Payments by Lenders
64

 
2.14
 
Designated Borrowers
65

 
2.15
 
Increase in Commitments
66

 
2.16
 
Cash Collateral
68

 
2.17
 
Defaulting Lenders
69

 
 
 
 
 
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
72

 
 
 
 
 
 
3.01
 
Taxes
72

 
3.02
 
Illegality
77

 
3.03
 
Inability to Determine Rates
78

 
3.04
 
Increased Costs; Reserves on Eurodollar Rate Loans
78

 
3.05
 
Compensation for Losses
80

 
3.06
 
Mitigation Obligations; Replacement of Lenders
81

 
3.07
 
Survival
81

 
 
 
 
 

67484784_12



ARTILCE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
81

 
 
 
 
 
 
4.01
 
Conditions of Initial Credit Extension
81

 
4.02
 
Conditions to All Credit Extensions
83

 
4.03
 
Conditions to Initial Advance to Each New Designated Borrower
84

 
 
 
 
 
ARTICLE V REPRESENTATIONS AND WARRANTIES
84

 
 
 
 
 
 
5.01
 
Organization; Corporate Powers
85

 
5.02
 
Authority, Execution and Delivery; Loan Documents
85

 
5.03
 
No Conflict; Governmental Consents
85

 
5.04
 
No Material Adverse Change
86

 
5.05
 
Financial Statements
86

 
5.06
 
Payment of Taxes
87

 
5.07
 
Litigation; Loss Contingencies and Violations
87

 
5.08
 
Subsidiaries
87

 
5.09
 
ERISA
87

 
5.10
 
Accuracy of Information
88

 
5.11
 
Securities Activities
89

 
5.12
 
Material Agreements
89

 
5.13
 
Compliance with Laws
89

 
5.14
 
Assets and Properties
89

 
5.15
 
Statutory Indebtedness Restrictions
89

 
5.16
 
Insurance
89

 
5.17
 
Environmental Matters
89

 
5.18
 
Representations and Warranties of Each Designated Borrower
90

 
5.19
 
Benefits
92

 
5.20
 
Solvency
92

 
5.21
 
OFAC
92

 
5.22
 
PATRIOT Act
92

 
5.23
 
Senior Indebtedness
92

 
5.24
 
Anti-Corruption Laws
92

 
5.25
 
Not an EEA Financial Institution
92

 
 
 
 
 
ARTICLE VI AFFIRMATIVE COVENANTS
93

 
 
 
 
 
 
6.01
 
Financial Report
93

 
6.02
 
Notices
94

 
6.03
 
Existence, Etc.
98

 
6.04
 
Corporate Powers; Conduct of Business
98

 
6.05
 
Compliance with Laws, Etc.
98

 
6.06
 
Payment of Taxes and Claims; Tax Consolidation
98

 
6.07
 
Insurance
98

 
6.08
 
Inspection of Property; Books and Records; Discussions
99

 
6.09
 
ERISA Compliance
99


67484784_12



 
6.10
 
Maintenance of Property
99

 
6.11
 
Environmental Compliance
99

 
6.12
 
Use of Proceeds
99

 
6.13
 
Subsidiary Guarantors
100

 
6.14
 
Foreign Employee Benefit Compliance
101

 
6.15
 
Anti-Corruption Laws
101

 
 
 
 
 
ARTICLE VII NEGATIVE COVENANTS
101

 
 
 
 
 
 
7.01
 
Indebtedness
101

 
7.02
 
Sales of Assets
103

 
7.03
 
Liens
104

 
7.04
 
Investments
105

 
7.05
 
Contingent Obligations
106

 
7.06
 
Conduct of Business; Subsidiaries; Permitted Acquisitions
106

 
7.07
 
Transactions with Shareholders and Affiliates
108

 
7.08
 
Restriction on Fundamental Changes
108

 
7.09
 
Sales and Leasebacks
108

 
7.10
 
Margin Regulations
108

 
7.11
 
ERISA
109

 
7.12
 
Subsidiary Covenants
109

 
7.13
 
Hedging Obligations
109

 
7.14
 
Issuance of Disqualified Stock
109

 
7.15
 
Non-Guarantor Subsidiaries
110

 
7.16
 
Intercompany Indebtedness
110

 
7.17
 
Restricted Payments
110

 
7.18
 
Financial Covenants
110

 
7.19
 
Sanctions
112

 
7.20
 
Anti-Corruption Laws
112

 
 
 
 
 
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
113

 
 
 
 
 
 
8.01
 
Events of Default
113

 
8.02
 
Remedies Upon Event of Default
115

 
8.03
 
Application of Funds
116

 
 
 
 
 
ARTICLE IX ADMINISTRATIVE AGENT
117

 
 
 
 
 
 
9.01
 
Appointment and Authority
117

 
9.02
 
Rights as a Lender
117

 
9.03
 
Exculpatory Provisions
118

 
9.04
 
Reliance by Administrative Agent
119

 
9.05
 
Delegation of Duties
119

 
9.06
 
Resignation of Administrative Agent
119

 
9.07
 
Non-Reliance on Administrative Agent and Other Lenders
121


67484784_12



 
9.08
 
No Other Duties, Etc.
121

 
9.09
 
Administrative Agent May File Proofs of Claim
121

 
9.10
 
Guaranty Matters
122

 
9.11
 
Hedge Obligations
122

 
 
 
 
 
ARTICLE X MISCELLANEOUS
123

 
 
 
 
 
 
10.01
 
Amendments, Etc.
123

 
10.02
 
Notices; Effectiveness; Electronic Communication
124

 
10.03
 
No Waiver; Cumulative Remedies; Enforcement
126

 
10.04
 
Expenses; Indemnity; Damage Waiver
127

 
10.05
 
Payments Set Aside
129

 
10.06
 
Successors and Assigns
129

 
10.07
 
Treatment of Certain Information; Confidentiality
134

 
10.08
 
Right of Setoff
135

 
10.09
 
Interest Rate Limitation
136

 
10.10
 
Counterparts; Integration; Effectiveness
136

 
10.11
 
Survival of Representations and Warranties
136

 
10.12
 
Severability
137

 
10.13
 
Replacement of Lenders
137

 
10.14
 
Governing Law; Jurisdiction; Etc.
138

 
10.15
 
Waiver of Jury Trial
139

 
10.16
 
No Advisory or Fiduciary Responsibility
140

 
10.17
 
Electronic Execution of Assignments and Certain Other Documents
140

 
10.18
 
USA PATRIOT Act
141

 
10.19
 
Judgment Currency
141

 
10.20
 
Entire Agreement
141

 
10.21
 
Keepwell
141

 
10.22
 
Amendment and Restatement
142

 
10.23
 
Acknowledgment and Consent to Bail-In of EEA Financial Institutions
143

 
 
 
 
 
ARTICLE XI GUARANTY
143

 
 
 
 
 
 
11.01
 
Guaranty
143

 
11.02
 
Waivers; Subordination of Subrogation
144

 
11.03
 
Guaranty Absolute
145

 
11.04
 
Acceleration
145

 
11.05
 
Marshaling; Reinstatement
146

 
11.06
 
Termination Date
146

 
11.07
 
Subordination of Intercompany Indebtedness
146



67484784_12




SCHEDULES

1.01A    Excluded Foreign Subsidiaries
1.01B    Material Subsidiaries
2.01    Commitments and Applicable Percentages
2.03    Existing Letters of Credit and L/C Issuers
5.07    Litigation
5.08    Subsidiaries
5.09    Pensions and Post-Retirement Plans
5.17    Environmental Matters
7.01    Permitted Existing Indebtedness
7.03    Permitted Existing Liens
7.04    Permitted Existing Investments
7.05    Permitted Existing Contingent Obligations
7.12    Subsidiary Covenants
7.17    Permitted Restricted Payments
10.02    Administrative Agent’s Office; Certain Addresses for Notices
EXHIBITS

Form of
A        Committed Loan Notice
B        Swing Line Loan Notice
C        Note
D        Compliance Certificate
E        Assignment and Assumption
F        Officer’s Certificate
G        Subsidiary Guaranty
H        Designated Borrower Request and Assumption Agreement
I-1        Company’s US Counsel’s Opinion
I-2        Company’s Foreign Counsel’s Opinion
J        U.S. Tax Compliance Certificates
K        Letter of Credit Report


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AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of July 8, 2015 among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Initial Borrower”), and certain Subsidiaries of the Company party hereto or subsequently designated pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Initial Borrower, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
The Company, certain Subsidiaries of the Company party thereto, certain of the Lenders (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Revolving Credit Agreement dated as of December 21, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”), pursuant to which the Existing Lenders agreed to make certain revolving credit facilities available to the Borrowers in accordance with the terms thereof.
The Company, the Borrowers, the Lenders and the Administrative Agent desire to amend and restate the Existing Credit Agreement in its entirety to provide for a revolving credit facility on the terms and conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I    
DEFINITIONS AND ACCOUNTING TERMS
1.01    Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
Accounting Change” has the meaning specified in Section 1.03.
Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Company or any of its Subsidiaries (a) acquires any going business or all or substantially all of the assets of any Person, firm, corporation or division thereof, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding Equity Interests of another Person.
Act” has the meaning specified in Section 10.18.

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Adjusted Indebtedness” of a Person means, without duplication, such Person’s Indebtedness but excluding obligations with respect to (a) the undrawn portion of any Performance Letters of Credit (including any Performance Letters of Credit under and as defined in the Existing Revolving Credit Agreement), bank guarantees supporting obligations comparable to those supported by performance letters of credit and all reimbursement agreements related thereto and (b) liabilities of such Person or any of its Subsidiaries under any sale and leaseback transaction which do not create a liability on the consolidated balance sheet of such Person.
Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the Company and the Lenders.
Administrative Questionnaire” means an Administrative Questionnaire in substantially a form approved by the Administrative Agent.
Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
Aggregate Commitments” means the Commitments of all the Lenders.
Agreement” means this Credit Agreement.
Agreement Accounting Principles” means generally accepted accounting principles as in effect in the United States from time to time, applied in a manner consistent with that used in preparing the financial statements of the Company referred to in Section 5.05(b) hereof; provided, however, except as provided in Section 1.03, that with respect to the calculation of financial ratios and other financial tests required by this Agreement, “Agreement Accounting Principles” means generally accepted accounting principles as in effect in the United States as of the date of this Agreement, applied in a manner consistent with that used in preparing the financial statements of the Company referred to in Section 5.05(b) hereof.
Alternative Currency” means each currency (other than Dollars) that is approved in accordance with Section 1.06.
Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

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Amendment No. 2 Closing Date” means February 24, 2017, the effective date of Amendment No. 2 to Credit Agreement by and among the Company, the Borrowers, the Administrative Agent and the Lenders party thereto.
Amendment No. 3 Closing Date” means May 8, 2017, the effective date of Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement by and among the Company, the Borrowers, the Administrative Agent and the Lenders party thereto.
Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.17. If the commitment of each Lender to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
Applicable Rate” means, from time to time, the following percentages per annum, based upon the Leverage Ratio as set forth below:
Applicable Rate
Pricing Level
Leverage Ratio
Commitment Fee
Eurodollar Rate + / Financial Letter of Credit Fees
Performance Letter of Credit Fees
Base Rate +
1
Less than 0.75 to 1.00
0.150%
1.250%
0.650%
0.250%
2
Less than 1.25 to 1.00 but greater than or equal to 0.75 to 1.00
0.175%
1.375%
0.700%
0.375%
3
Less than 2.00 to 1.00 but greater than or equal to 1.25 to 1.00
0.225%
1.500%
0.800%
0.500%
4
Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00
0.250%
1.750%
0.900%
0.750%
5
Less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00
0.300%
2.000%
1.000%
1.000%
6
Less than 3.50 to 1.00 but greater than or equal to 3.00 to 1.00
0.350%
2.250%
1.100%
1.250%
7
Greater than or equal to 3.50 to 1.00
0.400%
2.500%
1.250%
1.500%

Any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective five (5) Business Days immediately following the date a Compliance Certificate

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is delivered pursuant to Section 6.01(c)(ii); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 7 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered.
Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for the period from the Amendment No. 3 Closing Date through and including the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(c)(ii) for the period of four consecutive fiscal quarters ending June 30, 2017 shall be Pricing Level 7.
Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).
Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.
Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
Arrangers” mean each of Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), Compass Bank, BNP Paribas Securities Corp., Crédit Agricole Corporate and Investment Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., each in its capacity as a joint lead arranger and joint bookrunner.
Asset Sale” means, with respect to any Person, the sale, lease, conveyance, disposition or other transfer by such Person of any of its assets (including by way of a sale-leaseback transaction, and including the sale or other transfer of any of the Equity Interests of any Subsidiary of such Person, but not the Equity Interests of such Person) to any Person other than the Company or any of its wholly-owned Subsidiaries other than (a) the sale of inventory in the ordinary course of business and (b) the sale or other disposition of any obsolete equipment disposed of in the ordinary course of business.
Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.

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Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.
Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
Bank of America” means Bank of America, N.A. and its successors.
Bankruptcy Code” means 11 U.S.C. § 101 et seq.
Base Rate means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%; provided that in no event shall such rate be less than 0%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.
Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.
Benefit Plan” means a defined benefit plan as defined in Section 3(35) of ERISA (other than a Multiemployer Plan or Foreign Pension Plan) in respect of which the Company or any other member of the Controlled Group is, or within the immediately preceding six (6) years was, an “employer” as defined in Section 3(5) of ERISA.
Borrower” and “Borrowers” each has the meaning specified in the introductory paragraph hereto.
Borrower Guarantors” has the meaning specified in Section 11.01(a).
Borrower Materials” has the meaning specified in Section 6.02.
Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

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Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York, New York or the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located, and in respect of any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurodollar Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan, means any such day that is also a London Banking Day.
Buying Lender” has the meaning specified in Section 2.15(f).
Capital Stock” means (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership, partnership interests (whether general or limited) and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.
Capitalized Lease” of a Person means any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.
Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.
Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuers shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the applicable L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government; (b) domestic and Eurodollar certificates of deposit and time deposits, bankers’ acceptances and floating rate certificates of deposit issued by any commercial bank organized under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches or agencies, the long-term indebtedness of which institution at the time of acquisition is rated A- (or better) by S&P or A3 (or better) by Moody’s, and which certificates of deposit and time deposits are fully protected against currency fluctuations for any such deposits with a term of more than ninety (90) days; (c) shares of money market, mutual or similar funds having assets in excess of $100,000,000 and the investments of which are limited to (x) investment grade securities (i.e., securities rated at least Baa by Moody’s or at least BBB by S&P) and (y) commercial paper of United States and foreign banks and bank holding companies and their subsidiaries and United

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States and foreign finance, commercial industrial or utility companies which, at the time of acquisition, are rated A-1 (or better) by S&P or P-1 (or better) by Moody’s (all such institutions being, “Qualified Institutions”); (d) commercial paper of Qualified Institutions; provided that the maturities of such Cash Equivalents shall not exceed three hundred sixty-five (365) days from the date of acquisition thereof; and (e) auction rate securities (long-term, variable rate bonds tied to short-term interest rates) that are rated Aaa by Moody’s or AAA by S&P.
Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
Change of Control” means an event or series of events by which:
(a)    any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of twenty percent (20%) or more of the voting power of the then outstanding Capital Stock of the Company entitled to vote generally in the election of the directors of the Company; or
(b)    the majority of the board of directors of the Company fails to consist of Continuing Directors; or
(c)    except as expressly permitted under the terms of this Agreement, the Company or any Designated Borrower consolidates with or merges into another Person or conveys, transfers or leases all or substantially all of its property to any Person, or any Person consolidates with or merges into the Company or any Designated Borrower, in either event pursuant to a transaction in which the outstanding Capital Stock of the Company or such Designated Borrower, as applicable, is reclassified or changed into or exchanged for cash, securities or other property; or
(d)    except as otherwise expressly permitted under the terms of this Agreement, the Company shall cease to own and control, either directly or indirectly, all of the economic and voting rights associated with all of the outstanding Capital Stock of each of the Subsidiary Guarantors or shall cease to have the power, directly or indirectly, to elect all of the members of the board of directors of each of the Subsidiary Guarantors.

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Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.
Code” means the Internal Revenue Code of 1986.
Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type, in the same currency and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.
Committed Loan” has the meaning specified in Section 2.01.
Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.
Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
Company” has the meaning specified in the introductory paragraph hereto.
Compliance Certificate” means a certificate substantially in the form of Exhibit D.
Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
Consolidated Fixed Charges” means, for any period, the sum of (a) Consolidated Long-Term Lease Rentals for such period and (b) consolidated Interest Expense of the Company and its Subsidiaries (including capitalized interest and the interest component of Capitalized Leases) for such period.
Consolidated Long-Term Lease Rentals” means, for any period, the sum of the minimum amount of rental and other obligations of the Company and its Subsidiaries required to be paid during such period under all leases of real or personal property (other than Capitalized Leases) having a term (including any required renewals or extensions or any renewals or extensions at the option of the lessor or lessee) of one year or more after the commencement of the initial term, determined on a consolidated basis in accordance with GAAP.

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Consolidated Net Income” means, for any period, the net income (or deficit) of the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, but excluding in any event (a) any extraordinary gain or loss (net of any tax effect), (b) cash distributions received by the Company or any Subsidiary from any Eligible Joint Venture and (c) net earnings of any Person (other than a Subsidiary) in which the Company or any Subsidiary has an ownership interest unless such net earnings shall have actually been received by the Company or such Subsidiary in the form of cash distributions.
Consolidated Net Income Available for Fixed Charges” means, for any period, Consolidated Net Income plus, to the extent deducted in determining such Consolidated Net Income, (a) provisions for income taxes, (b) Consolidated Fixed Charges, (c) to the extent not already included in Consolidated Net Income, dividends and distributions actually received in cash during such period from Persons that are not Subsidiaries of the Company, (d) retention bonuses paid to officers, directors and employees of the Company and its Subsidiaries in connection with the Transaction not to exceed $25,000,000, (e) any charges, fees and expenses incurred in connection with the Transaction, the transactions related thereto, and any related issuance of Indebtedness or equity, whether or not successful, (f) charges, expenses and losses incurred in connection with restructuring and integration activities in connection with the Transaction, including in connection with closures of certain facilities and termination of leases, (g) non-cash compensation expenses for management or employees to the extent deducted in computing Consolidated Net Income, (h) expenses incurred in connection with the Shaw Acquisition and relating to termination and severance as to, or relocation of, officers, directors and employees not exceeding $110,000,000, and (i) equity earnings booked or recognized by the Company or any of its Subsidiaries from Eligible Joint Ventures not to exceed 15% (or such lower percentage as may be set forth in the Note Purchase Agreements) of EBITDA of the Company pursuant to clauses (a) through (i) of the definition thereof for such period.
Consolidated Net Worth” means, at a particular date, all amounts which would be included under shareholders’ or members’ equity on the consolidated balance sheet for the Company and its consolidated Subsidiaries plus any preferred stock of the Company to the extent that it has not been redeemed for indebtedness, as determined in accordance with Agreement Accounting Principles.
Contaminant” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or petroleum-derived substance or waste, asbestos, polychlorinated biphenyls (“PCBs”), or any constituent of any such substance or waste, and includes but is not limited to these terms as defined in Environmental, Health or Safety Requirements of Law.
Contingent Obligation”, as applied to any Person, means any Contractual Obligation, contingent or otherwise, of that Person with respect to any Indebtedness of another or other obligation or liability of another, including, without limitation, any such Indebtedness, obligation or liability of another directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business), co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable, including Contractual Obligations (contingent or otherwise) arising through any agreement to purchase, repurchase, or otherwise acquire such Indebtedness, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof (whether in the form of loans, advances, stock purchases,

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capital contributions or otherwise), or to maintain solvency, assets, level of income, or other financial condition, or to make payment other than for value received. The amount of any Contingent Obligation shall be equal to the present value of the portion of the obligation so guaranteed or otherwise supported, in the case of known recurring obligations, and the maximum reasonably anticipated liability in respect of the portion of the obligation so guaranteed or otherwise supported assuming such Person is required to perform thereunder, in all other cases.
Continuing Director” means, with respect to any person as of any date of determination, any member of the board of directors of such Person who (a) was a member of such board of directors on the Closing Date, or (b) was nominated for election or elected to such board of directors with the approval of the required majority of the Continuing Directors who were members of such board at the time of such nomination or election; provided that an individual who is so elected or nominated in connection with a merger, consolidation, acquisition or similar transaction shall not be a Continuing Director unless such individual was a Continuing Director prior thereto.
Contractual Obligation”, as applied to any Person, means any provision of any equity or debt securities issued by that Person or any indenture, mortgage, deed of trust, security agreement, pledge agreement, guaranty, contract, undertaking, agreement or instrument, in any case in writing, to which that Person is a party or by which it or any of its properties is bound, or to which it or any of its properties is subject.
Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.
Controlling” and “Controlled” have meanings correlative thereto.
Controlled Group” means the group consisting of (a) any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Company; (b) a partnership or other trade or business (whether or not incorporated) which is under common control (within the meaning of Section 414(c) of the Code) with the Company; and (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Company, any corporation described in clause (a) above or any partnership or trade or business described in clause (b) above.
Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
Customary Permitted Liens” means:
(a)    Liens (other than Environmental Liens and Liens in favor of the IRS or the PBGC) with respect to the payment of taxes, assessments or governmental charges in all cases which are not yet due or (if foreclosure, distraint, sale or other similar proceedings shall not have been commenced or any such proceeding after being commenced is stayed) which are being contested in good faith by appropriate proceedings properly instituted and

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diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with Agreement Accounting Principles;
(b)    statutory Liens of landlords and Liens of suppliers, mechanics, carriers, materialmen, warehousemen, service providers or workmen and other similar Liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings properly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with Agreement Accounting Principles;
(c)    Liens (other than Environmental Liens and Liens in favor of the IRS or the PBGC) incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money), surety, appeal and performance bonds; provided that (i) all such Liens do not in the aggregate materially detract from the value of the Company’s or its Subsidiary’s assets or property taken as a whole or materially impair the use thereof in the operation of the businesses taken as a whole, and (ii) all Liens securing bonds to stay judgments or in connection with appeals do not secure at any time an aggregate amount exceeding $5,000,000;
(d)    Liens arising with respect to zoning restrictions, easements, encroachments, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar charges, restrictions or encumbrances on the use of real property which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Company or any of its respective Subsidiaries;
(e)    Liens of attachment or judgment with respect to judgments, writs or warrants of attachment, or similar process against the Company or any of its Subsidiaries which do not constitute a Default under Section 8.01(h) hereof; and
(f)    any interest or title of the lessor in the property subject to any operating lease entered into by the Company or any of its Subsidiaries in the ordinary course of business.
Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable

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Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.
Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the applicable L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the Company, the Administrative Agent, the L/C Issuers or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that for the avoidance of doubt, a Lender shall not be a Defaulting Lender solely by virtue of (i) the ownership or acquisition of any Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority or (ii) in the case of a Solvent Person, the precautionary appointment of an administrator, guardian, custodian or other similar official by a Governmental Authority under or based on the Law of the country where such Person is subject to home jurisdiction supervision if applicable Law requires that such appointment not be publicly disclosed, in any such case, so long as such ownership interest or where such action (as applicable) does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company, each L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

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Designated Borrower” has the meaning specified in the introductory paragraph hereto.
Designated Borrower Request and Assumption Agreement” has the meaning specified in Section 2.14.
Designated Hedging Agreement” has the meaning specified in Section 11.07.
Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days after the Maturity Date.
DOL” means the United States Department of Labor and any Person succeeding to the functions thereof.
Dollar” and “$” mean lawful money of the United States.
Dollar Equivalent” of any currency at any date shall mean (a) the amount of such currency if such currency is Dollars or (b) the equivalent in Dollars of the amount of such currency if such currency is any currency other than Dollars, calculated on the basis of the Spot Rate (determined as of such date, if such date is a Revaluation Date, or if such date is not a Computation Date, as of the most recent Revaluation Date) of the Administrative Agent or the applicable L/C Issuer, as the case may be.
Domestic Subsidiary” means any Subsidiary of the Company (a) that is organized under the laws of the United States, any state thereof or the District of Columbia and (b) substantially all of the operations of which are conducted within the United States.
Dutch Borrower” means any Borrower which is incorporated under the laws of the Netherlands.
EBIT” means, for any period, on a consolidated basis for the Company and its Subsidiaries, the sum of the amounts for such period, without duplication, calculated in each case in accordance with Agreement Accounting Principles, of (a) Consolidated Net Income, plus (b) Interest Expense to the extent deducted in computing Consolidated Net Income, plus (c) charges against income for foreign, federal, state and local taxes to the extent deducted in computing Consolidated Net Income, plus (d) any other non-recurring non-cash charges (excluding any such non-cash charges to the extent any such non-cash charge becomes, or is expected to become, a cash charge in a later period)

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to the extent deducted in computing Consolidated Net Income, plus (e) extraordinary losses incurred other than in the ordinary course of business to the extent deducted in computing Consolidated Net Income, minus (f) any non-recurring non-cash credits to the extent added in computing Consolidated Net Income, minus (g) extraordinary gains realized other than in the ordinary course of business to the extent added in computing Consolidated Net Income.
EBITDA” means, for any period, on a consolidated basis for the Company and its Subsidiaries, the sum of the amounts for such period, without duplication, calculated in each case in accordance with Agreement Accounting Principles, of (a) EBIT plus (b) depreciation expense to the extent deducted in computing Consolidated Net Income, plus (c) amortization expense, including, without limitation, amortization of goodwill and other intangible assets to the extent deducted in computing Consolidated Net Income, plus (d) non-cash compensation expenses for management or employees to the extent deducted in computing Consolidated Net Income, plus (e) to the extent not already included in Consolidated Net Income, dividends and distributions actually received in cash during such period from Persons that are not Subsidiaries of the Company, plus (f) retention bonuses paid to officers, directors and employees of the Company and its Subsidiaries in connection with the Transaction not to exceed $25,000,000, plus (g) any charges, fees and expenses incurred in connection with the Transaction, the transactions related thereto, and any related issuance of Indebtedness or equity, whether or not successful, plus (h) charges, expenses and losses incurred in connection with restructuring and integration activities in connection with the Transaction, including in connection with closures of certain facilities and termination of leases, plus (i) expenses incurred in connection with the Shaw Acquisition and relating to termination and severance as to, or relocation of, officers, directors and employees not exceeding $110,000,000, and plus (j) equity earnings booked or recognized by the Company or any of its Subsidiaries from Eligible Joint Ventures not to exceed 15% (or such lower percentage as may be set forth in the Note Purchase Agreements) of EBITDA of the Company pursuant to clauses (a) through (i) of this definition for such period.
EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Eligible Assignee” means any Person that is primarily engaged in the business of commercial banking and that (a) is a Lender or an Affiliate of a Lender, (b) shall have senior unsecured long-term debt ratings which are rated at least BBB (or the equivalent) as publicly announced by S&P or Fitch Investors Services, Inc. or Baa2 (or the equivalent) as publicly announced

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by Moody’s or (c) shall otherwise be reasonably acceptable to the Administrative Agent and the L/C Issuers.
Eligible Joint Venture” means, at each time of determination, a joint venture of the Company or any of its Subsidiaries that has been designated as such to the Administrative Agent (a) for which annual unaudited financial statements and quarterly unaudited financial statements have been delivered to the Administrative Agent and the Lenders, in each case such financial statements prepared in accordance with GAAP and otherwise in form and substance reasonably satisfactory to the Administrative Agent, (b) of which between a 20% and 50% interest in the profits or capital thereof is owned by the Company or one or more of its Subsidiaries, or the Company and one or more of its Subsidiaries, (c) for which the Eligible Joint Venture Leverage Ratio of such joint venture is less than 1.00 to 1.00, and (d) that is validly existing under the Laws of its jurisdiction of organization or formation (or equivalent); provided, however, that there may not be more than ten (10) designated Eligible Joint Ventures at any time.
Eligible Joint Venture Consolidated Net Income” means, for any period, the net income (or deficit) of any joint venture of the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, but excluding in any event (a) any extraordinary gain or loss (net of any tax effect) and (b) net earnings of any Person (other than a Subsidiary) in which such joint venture or any Subsidiary has an ownership interest unless such net earnings shall have actually been received by such joint venture or such Subsidiary in the form of cash distributions.
Eligible Joint Venture EBITDA” means, for any period, for any joint venture of the Company or any of its Subsidiaries, an amount equal to Eligible Joint Venture Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Eligible Joint Venture Consolidated Net Income: (i) Eligible Joint Venture Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by such joint venture for such period, (iii) depreciation and amortization expense and (iv) other non-recurring expenses of such joint venture reducing such Eligible Joint Venture Consolidated Net Income which do not represent a cash item in such period or any future period, and minus (b) the following to the extent included in calculating such Eligible Joint Venture Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of such joint venture for such period and (ii) all non-cash items increasing Eligible Joint Venture Consolidated Net Income for such period.
Eligible Joint Venture Interest Charges” means, for any period, for any joint venture of the Company or any of its Subsidiaries, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of such joint venture in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of such joint venture with respect to such period under capital leases that is treated as interest in accordance with GAAP.
Eligible Joint Venture Leverage Ratio” means, as of any date of determination, for any joint venture of the Company, the ratio of (a) Indebtedness for such joint venture of the Company or any of its Subsidiaries, on a consolidated basis, to (b) Eligible Joint Venture EBITDA for the period of the four prior fiscal quarters ending on or most recently ended prior to such date.

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Environmental, Health or Safety Requirements of Law” means all Requirements of Law derived from or relating to foreign, federal, state and local laws or regulations relating to or addressing pollution or protection of the environment, or protection of worker health or safety, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Occupational Safety and Health Act of 1970, 29 U.S.C. § 651 et seq., and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., in each case including any amendments thereto, any successor statutes, and any regulations or guidance promulgated thereunder, and any state or local equivalent thereof.
Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
Environmental Lien” means a lien in favor of any Governmental Authority for (a) any liability under Environmental, Health or Safety Requirements of Law, or (b) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.
Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). Equity Interests will not include any Incentive Arrangements or obligations or payments thereunder.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time including (unless the context otherwise requires) any rules or regulations promulgated thereunder.
EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
Euro” and “” mean the single currency of the Participating Member States.
Eurodollar Rate” means:
(a)    for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement

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of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and
(b)    for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two (2) Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day;
provided that in no event shall such rate be less than 0%; provided, further that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied to the applicable Interest Period in a manner consistent with market practice; and provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
Eurodollar Rate Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate”. All Eurodollar Rate Loans shall be denominated in Dollars.
Event of Default” has the meaning specified in Section 8.01.
Excluded Foreign Subsidiary” means any Foreign Subsidiary other than those listed as Foreign Subsidiaries on Schedule 1.01A.
Excluded Joint Venture” means a Subsidiary that is a joint venture or an unincorporated association that is not required to become a Guarantor pursuant to Section 6.13.
Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.21 and any other “keepwell, support or other agreement” for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.
Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction

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imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.
Existing Letters of Credit” means those letters of credit existing on the Closing Date and identified on Schedule 2.03.
Existing Credit Agreement” has the meaning specified in the introductory paragraphs hereto.
Existing Lenders” has the meaning specified in the introductory paragraphs hereto.
Existing Revolving Credit Agreement” means that certain Credit Agreement dated as of October 28, 2013 by and among the Company, the Initial Borrower and certain other Subsidiaries of the Company party thereto, as borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent, in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.
Existing 2012 Term Loan Credit Agreement” means that certain Term Loan Agreement dated as of December 21, 2012 by and among the Company, the Initial Borrower, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent, in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.
Existing 2015 Term Loan Credit Agreement” means that certain Term Loan Agreement dated as of July 8, 2015 by and among the Company, the Initial Borrower, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent, in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.
FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement.
Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New

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York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.
Fee Letters” means, collectively, (a) the letter agreement, dated May 21, 2015, among the Company, the Initial Borrower, the Administrative Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated, (b) the letter agreement dated May 22, 2015, among the Company, the Initial Borrower and Credit Agricole Corporate and Investment Bank, (c) the letter agreement dated May 22, 2015, among the Company, the Initial Borrower and The Bank of Tokyo-Mitsubishi UFJ, Ltd., and (d) the letter agreement dated May 22, 2015, among the Company, the Initial Borrower and BNP Paribas Securities Corp.
Financial Credit Obligations” means the sum of the outstanding principal amount of all Loans and all L/C Obligations under each Financial Letter of Credit.
Financial Letter of Credit” means any Letter of Credit other than a Performance Letter of Credit.
Financial Letter of Credit Sublimit” means an amount equal to $50,000,000. The Financial Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.
Financial Officer” means any of the chief financial officer, principal accounting officer, treasurer or controller of the Company, acting singly.
Foreign Employee Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA which is maintained or contributed to for the benefit of the employees of the Company, any of its respective Subsidiaries or any members of its Controlled Group and is not covered by ERISA pursuant to ERISA Section 4(b)(4).
Foreign Lender” means, with respect to any Borrower, (a) if such Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if such Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
Foreign Pension Plan” means any employee benefit plan as described in Section 3(3) of ERISA for which the Company or any member of its Controlled Group is a sponsor or administrator and which (a) is maintained or contributed to for the benefit of employees of the Company, any of its respective Subsidiaries or any member of its Controlled Group, (b) is not covered by ERISA pursuant to Section 4(b)(4) of ERISA, and (c) under applicable local law, is required to be funded through a trust or other funding vehicle.

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Foreign Subsidiary” means a Subsidiary of the Company which is not a Domestic Subsidiary.
Freeport Joint Ventures” means the joint ventures related to the Freeport Liquefaction Project.
Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to an L/C Issuer, such Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.
Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
Guaranteed Obligations” has the meaning specified in Section 11.01(a).
Guarantors” means, collectively, (a) the Subsidiary Guarantors, (b) the Company and (c) with respect to the payment and performance by each Specified Loan Party of its obligations under its Guaranty with respect to all Hedging Obligations under Designated Hedging Agreements, each Borrower.
Guaranty” means each of (a) the guaranty by the Company and each Designated Borrower of all of the Obligations of Initial Borrower and the Designated Borrowers pursuant to Article XI of this Agreement and (b) the Subsidiary Guaranty, in each case, as amended, restated, supplemented or otherwise modified from time to time.
Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum

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distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
Hedge Bank” means any Person that, (a) at the time it enters into a Hedging Obligation not prohibited by this Agreement, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Hedging Obligation not prohibited by this Agreement, in each case, in its capacity as a party to such Hedging Obligation.
Hedging Arrangements” has the meaning specified in “Hedging Obligations” below.
Hedging Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all agreements, devices or arrangements designed to protect at least one of the parties thereto from the fluctuations of interest rates, commodity prices, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions, including, but not limited to, dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts and warrants or any similar derivative transactions (“Hedging Arrangements”), and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any of the foregoing.
Home Country” has the meaning specified in Section 5.18(a).
Incentive Arrangements” means any stock ownership, restricted stock, stock option, stock appreciation rights, “phantom” stock plans, employment agreements, non-competition agreements, subscription and stockholders agreements and other incentive and bonus plans and similar arrangements made in connection with the retention of executives, officers or employees of the Company and its Subsidiaries.
Indebtedness” of a Person means, without duplication, such Person’s (a) obligations for borrowed money, (b) obligations representing the deferred purchase price of property or services (other than (i) accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade, and (ii) purchase price adjustments, earnouts or other similar forms of contingent purchase prices), (c) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from property or assets now or hereafter owned or acquired by such Person, (d) obligations which are evidenced by notes, acceptances or other instruments, (e) Capitalized Lease Obligations, (f) Contingent Obligations, (g) obligations with respect to any letters of credit, bank guarantees and similar instruments, including, without limitation, Financial Letters of Credit and Performance Letters of Credit (in each case, under and as defined in this Agreement and the Existing Revolving Credit Agreement), and all reimbursement agreements related thereto, (h) Off-Balance Sheet Liabilities and (i) Disqualified Stock.

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Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.
Indemnitees” has the meaning specified in Section 10.04(b).
Information” has the meaning specified in Section 10.07.
Initial Borrower” has the meaning specified in the introductory paragraph hereto.
Interest Expense” means, for any period, the total gross interest expense of the Company and its consolidated Subsidiaries, whether paid or accrued, including, without duplication, the interest component of Capitalized Leases, commitment and letter of credit fees, the discount or implied interest component of Off-Balance Sheet Liabilities, capitalized interest expense, pay-in-kind interest expense, amortization of debt documents and net payments (if any) pursuant to Hedging Arrangements relating to interest rate protection, all as determined in conformity with Agreement Accounting Principles.
Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.
Interest Period” means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date seven days, one month, two months, three months or six months thereafter (or, subject to the Administrative Agent’s receipt of all Lenders’ consent, another period so long as such period is not more than twelve (12) months), as selected by the applicable Borrower in its Committed Loan Notice, or such other period that is twelve months or less requested by the applicable Borrower and consented to by all of the Lenders; provided that: