Amendment No. 1 to the Term Loan Agreement

Exhibit 10.3

AMENDMENT NO. 1

     THIS AMENDMENT NO. 1 (the “Amendment”) is being executed and delivered as of August 5, 2008, by and among Chicago Bridge and Iron Company N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), Chicago Bridge & Iron Company, a Delaware corporation, as borrower under the hereinafter identified and defined Term Loan Agreement (the “Borrower”), JPMorgan Chase Bank, National Association as administrative agent (the “Administrative Agent”) under said Term Loan Agreement, and the Required Lenders party hereto. All capitalized terms used herein without definition shall have the same meanings as set forth in the Term Loan Agreement.

W I T N E S S E T H:

     WHEREAS, the Company, the Borrower, the Lenders and the Administrative Agent are currently parties to that certain Term Loan Agreement dated as of November 9, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”);

     WHEREAS, the Company and the Borrower have requested the Lenders to amend the Term Loan Agreement in certain respects;

     WHEREAS, the Required Lenders have agreed to amend the Term Loan Agreement on the terms and conditions set forth in Section 1 hereof.

     NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Company, the Borrower and the Lenders, such parties hereby agree as follows:

     1. Amendment. Effective as of June 30, 2008 and subject to the satisfaction of the conditions set forth in paragraph 2 below, the Term Loan Agreement shall be and hereby is amended as follows:

     (a) The following definitions of “Adjusted EBITDA”, “Pricing Ratio” and “Second Quarter 2008 Adjustment” are hereby added to Section 1.1 of the Term Loan Agreement in their respective appropriate alphabetical order:

     “ “Adjusted EBITDA” means EBITDA plus, to the extent the losses specified in the definition of “Second Quarter 2008 Adjustment” were recognized during a period for which EBITDA is being calculated, the Second Quarter 2008 Adjustment.”

     “ “Pricing Ratio” means the ratio of (i) all Adjusted Indebtedness of the Company and its Subsidiaries to (ii) EBITDA.”

     “ “Second Quarter 2008 Adjustment” means an amount (in any event, not to exceed $105,000,000) attributable to 33% of the losses relating to the “South Hook” and “Isle of Grain” contracts, to the extent such losses were recognized during the fiscal quarter of the Company and its Subsidiaries ending June 30, 2008.”

     (b) The definition of “Consolidated Net Income Available for Fixed Charges” is hereby amended to add at the end of such definition “, plus, to the extent the losses specified in the definition of ‘Second Quarter 2008 Adjustment’ were recognized during a period for which Consolidated Net Income Available for Fixed Charges is being calculated, the Second Quarter 2008 Adjustment”.

     (c) Section 2.14(D)(ii) of the Term Loan Agreement is hereby amended and restated in its entirety as follows:

(ii) (a) The Applicable Floating Rate Margins and Applicable Eurodollar Margin shall, subject to the provisions of Section 2.14(D)(ii)(b) below, be determined from time to time by reference to the table set forth below, on the basis of the then applicable Pricing Ratio as described in this Section 2.14(D)(ii):

				Greater than or		Greater than or
				equal to 1.00 to		equal to 1.50 to		Greater than or
		Less than 1.00 to		1.00 and less than		1.00 but less than		equal to 2.00 to
Pricing Ratio		1.00		1.50 to 1.00		2.00 to 1.00		1.00
Applicable Eurodollar Margin		1.25%		1.50%		2.00%		2.25%
Applicable Floating Rate Margin		0.00%		0.25%		0.75%		1.00%

(b) Upon receipt of the financial statements delivered pursuant to Sections 7.1(A)(i) and (ii), as applicable, the Applicable Floating Rate Margins and Applicable Eurodollar Margin shall be adjusted, such adjustment being effective five (5) Business Days following the date such financial statements and the compliance certificate required to be delivered in connection therewith pursuant to Section 7.1(A)(iii) shall be due; provided, that if the Company shall not have timely delivered its financial statements in accordance with Section 7.1(A)(i) or (ii), as applicable, then commencing on the date upon which such financial statements should have been delivered and continuing until five (5) Business Days following the date such financial statements are actually delivered, the Applicable Floating Rate Margins and Applicable Eurodollar Margin shall be the maximum Applicable Floating

     Rate Margins and Applicable Eurodollar Margin, as applicable, as set forth in this Section 2.14(D)(ii).

     (d) Section 7.3(A)(i) is hereby amended and restated in its entirety as follows:

     “(i) Indebtedness of the Borrower under this Agreement and the Subsidiaries under the Subsidiary Guaranty;”

     (e) Section 7.3(F)(b) is hereby amended to delete the reference to “EBITDA” therein and to substitute “EBITDA and Adjusted EBITDA” therefor.

     (f) Section 7.4(A) is hereby amended to delete the references therein to “EBITDA” and to substitute “Adjusted EBITDA” therefor.

     2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed and delivered by the Company, the Borrower and the Required Lenders and executed counterparts of the Reaffirmation attached hereto duly executed and delivered by the Subsidiary Guarantors, (ii) an executed amendment to the Letter of Credit Agreement incorporating amendments thereto which are consistent with the amendments herein, (iii) for the account of each Lender that executes and delivers its counterpart hereto as and by such time as is requested by the Administrative Agent, an amendment fee in the amount previously disclosed to the Lenders and (iv) payment and/or reimbursement of its and its affiliates’ fees and expenses (including reasonable out-of-pocket fees and expenses of counsel) in connection herewith.

     3. Representation and Warranties. Each of the Company and the Borrower hereby represents and warrants that (i) all of the representations and warranties contained in Article VI of the Term Loan Agreement, as amended hereby, are true and correct and (ii) no Default or Unmatured Default is in effect.

     4. No Implicit Waiver. Except as expressly set forth herein, (i) the execution, delivery and effectiveness of this Amendment shall neither operate as a waiver of any rights, power or remedy of the Administrative Agent or the Lenders under the Term Loan Agreement or any other documents executed in connection with the Term Loan Agreement, nor constitute a waiver of any provision of the Term Loan Agreement nor any other document executed in connection therewith and (ii) the Term Loan Agreement shall remain in full force and effect in accordance with their original terms.

     5. Reference to Term Loan Agreement. Upon the effectiveness of this Amendment, each reference in the Term Loan Agreement or any other Loan Document to “this Agreement,” “hereunder,” or words of like or similar import shall mean and be reference to the Term Loan Agreement, as amended and modified by this Amendment.

     6. GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS AMENDMENT, ON BEHALF OF ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY DISPUTE

BETWEEN THE COMPANY OR THE BORROWER AND THE ADMINISTRATIVE AGENT OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT, THE TERM LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING §735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.

     7. Counterparts. This Amendment may be executed in any number of counterparts by the parties hereto, each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same agreement. The parties hereto agree that delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.

[Signature Pages Follow]

     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

CHICAGO BRIDGE & IRON COMPANY N.V., as the Company
By: CHICAGO BRIDGE & IRON COMPANY B.V.
Its: Managing Director

By: /s/ Ronald A. Ballschmiede
Name: Ronald A. Ballschmiede
Title: Managing Director

CHICAGO BRIDGE & IRON COMPANY, as the Borrower

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

Signature Page to Amendment No. 1 to
Chicago Bridge & Iron Company
Term Loan Agreement dated as of November 9, 2007

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
Administrative Agent and as a Lender

By: /s/ Robert L. Mendoza
Name: Robert L. Mendoza
Title: Vice President

BANK OF AMERICA, N.A., as Syndication Agent and as
a Lender

By: /s/ Mathew Griesboch
Name: Mathew Griesboch
Title: Vice President

WELLS FARGO BANK, N.A., as a Documentation Agent
and as a Lender

By: /s/ Thomas F. Caver, III
Name: Thomas F. Caver, III
Title: Vice President

BNP PARIBAS, as a Documentation Agent and as a
Lender

By: /s/ Jamie Dillon
Name: Jamie Dillon
Title: Managing Director

By: /s/ Pierre-Nicholas Rogers
Name: Pierre Nicholas Rogers
Title: Managing Director

Signature Page to Amendment No. 1 to
Chicago Bridge & Iron Company
Term Loan Agreement dated as of November 9, 2007

THE ROYAL BANK OF SCOTLAND plc, as a
Documentation Agent and as a Lender

By: /s/ Brian Williams
Name: Brian Williams
Title: Vice President

FORTIS BANK SA/NV, CAYMAN ISLANDS BRANCH, as a
Lender

By: /s/ Douglas Riahi___
Name: Douglas Riahi
Title: Managing Director

By: /s/ John W. Deegan___
Name: John W. Deegan
Title: Director and Group Head

FIFTH THIRD BANK, as a Lender

By: /s/ Tim Adair
Name: Tim Adair
Title: Officer

CALYON NEW YORK BRANCH, as a Lender

By: /s/ Page Dillehunt
Name: Page Dillehunt
Title: Managing Director

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

Signature Page to Amendment No. 1 to
Chicago Bridge & Iron Company
Term Loan Agreement dated as of November 9, 2007

CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender

By: /s/ Robert Hetu
Name: Robert Hetu
Title: Managing Director

By: /s/ Christopher Reo Day
Name: Christopher Reo Day
Title: Associate

THE NORTHERN TRUST COMPANY, as a Lender

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

STANDARD CHARTERED BANK, as a Lender

By: /s/ Katherine E. Leahy
Name: Katherine E. Leahy
Title: Relationship Manager

By: /s/ Robert K. Reddington
Name: Robert K. Reddington
Title: Assistant Vice President
          Credit Documentation
          Credit Risk Control
          Standard Chartered Bank N.Y.

Signature Page to Amendment No. 1 to
Chicago Bridge & Iron Company
Term Loan Agreement dated as of November 9, 2007

ABU DHABI INTERNATIONAL BANK INC. as a Lender

By: /s/ David J. Young
Name: David J. Young
Title: Vice President

By: /s/ Nagy S. Kolta
Name: Nagy S. Kolta
Title: Executive Vice President

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender

By: /s/ Don Backer
Name: Don Backer
Title: Senior Vice President

ARAB BANKING CORPORATION, as a Lender

By: /s/ Robert Ivosevich
Name: Robert Ivosevich
Title: General Manager

By: /s/ Rami El-Rifai
Name: Rami El Rifai
Title: Head of Corporate Finance

BANK OF TEXAS, N.A., as a Lender

By: /s/ Marian Livingston
Name: Marian Livingston
Title: Senior Vice President

Signature Page to Amendment No. 1 to
Chicago Bridge & Iron Company
Term Loan Agreement dated as of November 9, 2007

COMPASS BANK, as a Lender

By: /s/ Eric E. Ensmann
Name: Eric E. Ensmann
Title: Senior Vice President

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

By: /s/ Yoshihiro Hyakutome
Name: Yoshihiro Hyakutome
Title: General Manager

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:                                         
Name:
Title:

ING BANK N.V., as a Lender

By: /s/ M.W.L. Weijers
Name: M.W.L. Weijers
Title: Managing Director

By: /s/ B.D. Gilbert
Name: B.D. Gilbert
Title: Relationship Manager

COMERICA BANK, as a Lender

By: /s/ DeVon Lang
Name: DeVon Lang
Title: Corporate Banking Office

Signature Page to Amendment No. 1 to
Chicago Bridge & Iron Company
Term Loan Agreement dated as of November 9, 2007

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES, as a Lender

By: /s/ Edward C.A. Forsberg, Jr.
Name: Edward C.A. Forsberg, Jr.
Title: Senior Vice President & Manager

By: /s/ David A. Bennett
Name: David A. Bennett
Title: Vice President

DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender

By: /s/ Ming K. Chu
Name: Ming K. Chu
Title: Vice President

By: /s/ Heidi Sandquist
Name: Heidi Sandquist
Title: Vice President

HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

By: /s/ Steven F. Larsen
Name: Steven F. Larsen
Title: First Vice President

Signature Page to Amendment No. 1 to
Chicago Bridge & Iron Company
Term Loan Agreement dated as of November 9, 2007

RIYAD BANK, HOUSTON AGENCY, as a Lender

By: /s/ Paul N. Travis
Name: Paul N. Travis
Title: Vice President & Head of Corporate Finance

By: /s/ Harlene Sridharan
Name: Harlene Sridharan
Title: Operations Manager

THE BANK OF NOVA SCOTIA, as a Lender

By: /s/ Karen L. Anillo
Name: Karen L. Anillo
Title: Director

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Michael R. Quiray
Name: Michael R. Quiray
Title: Vice President

Signature Page to Amendment No. 1 to
Chicago Bridge & Iron Company
Term Loan Agreement dated as of November 9, 2007