EXHIBIT 2.10

AMENDMENT NO. 2 TO

NOTE PURCHASE AND GUARANTEE AGREEMENT

This Amendment No. 2 to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of June 30, 2015, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Parent Guarantor”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company” and, together with the Parent Guarantor, the “Obligors”), and each of the Purchasers signatory hereto (the “Purchasers”).

W I T N E S S E T H:

WHEREAS, each of the Parent Guarantor, the Company and the Purchasers entered into that certain Note Purchase and Guarantee Agreement, dated as of December 27, 2012 (the “Existing Note Purchase Agreement”, the Existing Note Purchase Agreement as previously amended, as hereby amended and as from time to time further amended, modified, supplemented, restated, or amended and restated, the “Note Purchase Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Note Purchase Agreement), pursuant to which the Company authorized the issue and sale of (i) U.S.$150,000,000 aggregate principal amount of its 4.15% Senior Notes, Series A, due December 27, 2017, (ii) U.S.$225,000,000 aggregate principal amount of its 4.57% Senior Notes, Series B, due December 27, 2019; (iii) U.S.$275,000,000 aggregate principal amount of its 5.15% Senior Notes, Series C, due December 27, 2022; and (iv) U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024;

WHEREAS, the Parent Guarantor has entered into the Parent Guarantee pursuant to which it has guaranteed all of the obligations of the Company under the Note Purchase Agreement and the Notes;

WHEREAS, the Company has requested that the Purchasers agree to amend the Existing Note Purchase Agreement in certain respects, which the Purchasers party hereto are willing to do on the terms and conditions contained in this Amendment;

WHEREAS, pursuant to Section 18.1 of the Note Purchase Agreement, it may be amended with the written consent of the Required Holders and the Obligors; and

WHEREAS, the Purchasers signatory hereto constitute the Required Holders.

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 Existing Note Purchase Agreement. Subject to the terms and conditions set forth herein:

 

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(a) The following defined terms are added to Schedule B of the Existing Note Purchase Agreement in their appropriate alphabetical order:

“2015 Term Facility” means a senior term loan facility dated on or around July 2015, providing for term loans with Bank of America, N.A., as administrative agent, the Company, as borrower and the Parent Guarantor and certain of its Subsidiaries as guarantors, and the other financial institutions party thereto, as amended, replaced, or otherwise modified and in effect from time to time.

“Amendment No. 2 Effective Date” means June 30, 2015.

“Mozambique Joint Venture” means the Anadarko Mozambique Area 1 Limitada joint venture of the Parent Guarantor or any of its Subsidiaries with Chiyoda and Saipem (CCS JV) located in Cabo Delgado, Mozambique, provided that (i) annual unaudited financial statements and quarterly unaudited financial statements of the Mozambique Joint Venture have been delivered to the holders of the Notes, in each case such financial statements shall have been prepared in accordance with GAAP, (ii) of which 33.333% interest in the profits or capital thereof is owned by the Parent Guarantor or one or more of its Subsidiaries or the Parent Guarantor and one or more of its Subsidiaries, (iii) for which the Mozambique Joint Venture Leverage Ratio is less than 1.00 to 1.00, and (iv) such Mozambique Joint Venture is validly existing under the laws of its jurisdiction of organization or formation (or equivalent).

“Mozambique Joint Venture Consolidated Net Income” means, for any period, the net income (or deficit) of the Mozambique Joint Venture for such period, determined on a consolidated basis in accordance with GAAP, but excluding in any event (i) any extraordinary gain or loss (net of any tax effect) and (ii) net earnings of any Person (other than a Subsidiary) in which such Mozambique Joint Venture has an ownership interest unless such net earnings shall have actually been received by such Mozambique Joint Venture in the form of cash distributions.

“Mozambique Joint Venture EBITDA” means, for any period, with respect to the Mozambique Joint Venture an amount equal to Mozambique Joint Venture Consolidated Net Income for such period plus, without duplication, (i) the following to the extent deducted in calculating such Mozambique Joint Venture Consolidated Net Income: (a) Mozambique Joint Venture Interest Charges for such period, (b) the provision for federal, state, local and foreign income taxes payable by such Mozambique Joint Venture for such period, (c) depreciation and amortization expense and (d) other non-recurring expenses of such Mozambique Joint Venture reducing such Mozambique Joint Venture Consolidated Net Income which do not represent a cash item in such period or any future period and minus, without duplication, (ii) the following to the extent included in calculating such Mozambique Joint Venture Consolidated Net Income: (a) federal, state, local and foreign income tax credits of such Mozambique Joint Venture for such period and (b) all non-cash items increasing Mozambique Joint Venture Consolidated Net Income for such period.

 

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“Mozambique Joint Venture Interest Charges” means, for any period, with respect to the Mozambique Joint Venture, the sum of (i) all interest, premium payments, debt discount, fees, charges and related expenses of such Mozambique 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 (ii) the portion of rent expense of such Mozambique Joint Venture with respect to such period under capital leases that is treated as interest in accordance with GAAP.

“Mozambique Joint Venture Leverage Ratio” means, as of any date of determination, for the Mozambique Joint Venture, the ratio of (i) Indebtedness for such Mozambique Joint Venture, on a consolidated basis, to (ii) Mozambique Joint Venture EBITDA for the period of the four prior fiscal quarters ending on or most recently ended prior to such date.

(b) Schedule B to the Existing Note Purchase Agreement is amended by revising the following definitions in their entirety so that after all such revisions each such definition reads as follows:

“Consolidated Net Income” means, for any period, the net income (or deficit) of the Parent Guarantor and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, but excluding in any event, without duplication, (i) any extraordinary gain or loss (net of any tax effect), (ii) cash distributions received by the Parent Guarantor or any Subsidiary from the Mozambique Joint Venture and (iii) net earnings of any Person (other than a Subsidiary) in which the Parent Guarantor or any Subsidiary has an ownership interest unless such net earnings shall have actually been received by the Parent Guarantor or such Subsidiary in the form of cash distributions.

“Consolidated Net Income Available for Fixed Charges” means, for any period, Consolidated Net Income plus, without duplication, to the extent deducted in determining such Consolidated Net Income, (i) provisions for income taxes, (ii) Consolidated Fixed Charges, (iii) 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 Parent Guarantor, (iv) retention bonuses paid to officers, directors and employees of the Parent Guarantor and its Subsidiaries in connection with the Transaction not to exceed $25,000,000, (v) 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, (vi) 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, (vii) non-cash compensation expenses for management or employees to the extent deducted in computing Consolidated Net

 

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Income, (viii) 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 (ix) commencing on the Amendment No. 2 Effective Date and continuing thereafter, equity earnings booked or recognized by the Parent Guarantor or any of its Subsidiaries from the Mozambique Joint Venture not to exceed 15% of EBITDA of the Parent Guarantor pursuant to clauses (i) through (ix) of the definition thereof for such period.

“EBITDA” means, for any period, on a consolidated basis for the Parent Guarantor and its Subsidiaries, the sum of the amounts for such period, without duplication, calculated in each case in accordance with GAAP, of (i) EBIT plus (ii) depreciation expense to the extent deducted in computing Consolidated Net Income, plus (iii) amortization expense, including, without limitation, amortization of goodwill and other intangible assets to the extent deducted in computing Consolidated Net Income, plus (iv) non-cash compensation expenses for management or employees to the extent deducted in computing Consolidated Net Income, plus (v) 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 Parent Guarantor, plus (vi) retention bonuses paid to officers, directors and employees of the Parent Guarantor and its Subsidiaries in connection with the Transaction not to exceed $25,000,000, plus (vii) 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 (viii) 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 (ix) 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 (x) commencing on the Amendment No. 2 Effective Date and continuing thereafter, equity earnings booked or recognized by the Parent Guarantor or any of its Subsidiaries from the Mozambique Joint Venture not to exceed 15% of EBITDA of the Parent Guarantor pursuant to clauses (i) through (ix) of this definition for such period.

“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, and all reimbursement agreements related thereto, (h) Off-Balance Sheet Liabilities and (i) Disqualified Stock.

 

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“Priority Debt” means (without duplication), as of the date of any determination thereof, the sum of (i) all unsecured Indebtedness of Subsidiaries, including all of their Guaranties of Indebtedness of any Obligor, but excluding (w) Indebtedness owing to (1) any Obligor or (2) any other Subsidiary, (x) Indebtedness outstanding at the time such Person became a Subsidiary, provided that such Indebtedness has not been incurred in contemplation of such person becoming a Subsidiary, (y) all Indebtedness of the Company and the Subsidiary Guarantors, and (z) the undrawn portion of any Performance Letters of Credit and obligations with respect to all reimbursement agreements related thereto, and (ii) all Indebtedness of any Obligor and their Subsidiaries secured by Liens, other than Indebtedness secured by Liens permitted by subparagraphs (a) through (n), inclusive, of Section 10.6.

“Term Facility” means a senior term loan facility dated as of December 21, 2012, initially providing for term loans in an aggregate principal amount of up to $1.0 billion (as may be increased pursuant to the accordion feature) with Bank of America, N.A. as administrative agent, the Company, as borrower and the Parent Guarantor and certain of its Subsidiaries as guarantors, and other financial institutions party thereto as amended, replaced, or otherwise modified and in effect from time to time.

(c) The definition of “Credit Agreement” in Schedule B to the Existing Note Purchase Agreement is amended by (i) deleting “and” before clause (vi) thereof and replacing it with “,” and (ii) adding the following at the end of clause (vi) thereof:

“and (vii) the 2015 Term Facility,”

(d) Section 10.6 of the Existing Note Purchase Agreement is amended by

 

(1)

deleting “and” at the end of clause (m);

 

(2)

amending and restating clause (n) to read as follows:

“(n) Liens on pledged cash of the Parent Guarantor and its Subsidiaries required for notional cash pooling arrangements in the ordinary course of business and not securing Indebtedness for borrowed money; and”; and

 

(3)

adding the following new clause (o) following clause (n):

“(o) Liens securing Priority Debt of the Obligors or any Subsidiary, provided that the aggregate outstanding principal amount of any such Priority Debt shall be permitted by Sections 10.7 and 10.10, and, provided further that, notwithstanding the

 

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foregoing, no such Liens may secure any obligations under or pursuant to any Credit Agreement within the provisions of this Section 10.6(o) unless concurrently therewith the Obligors shall secure the Notes, or shall cause the Notes to be secured, equally and ratably with such obligations pursuant to documentation (including without limitation an intercreditor agreement) in form and substance reasonably satisfactory to the Required Holders.”

(e) Section 11 of the Existing Note Purchase Agreement is amended by deleting “$50,000,000” in each place where it appears and replacing it with “$75,000,000”.

2. Notice Information. The Obligors hereby notify the Purchasers, in accordance with Section 19 of the Note Purchase Agreement, that the contact information for each Obligor is as follows:

 

(a)

For the Company:

Chicago Bridge & Iron Company (Delaware)

One CB&I Plaza

2103 Research Forest Drive

The Woodlands, Texas 77380

Attention: Michael S. Taff,

Managing Director and Chief Financial Officer

Tel: (832) 513-1000

Fax: (832) 513-1092

With a copy to:

Chicago Bridge & Iron Company (Delaware)

One CB&I Plaza

2103 Research Forest Drive

The Woodlands, Texas 77380

Attention: Chief Legal Officer

Tel: (832) 513-1000

Fax: (832) 513-1092

With a second copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention: Heather Emmel

Tel: (212) 310-8000

Fax: (212) 310-8007

Email: heather.emmel@weil.com

 

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(b)

For the Parent Guarantor:

Chicago Bridge & Iron Company N.V.

c/o Chicago Bridge & Iron Company (Delaware)

One CB&I Plaza

2103 Research Forest Drive

The Woodlands, Texas 77380

Attention: Michael S. Taff,

Managing Director and Chief Financial Officer

Tel: (832) 513-1000

Fax: (832) 513-1092

With a copy to:

Chicago Bridge & Iron Company N.V.

c/o Chicago Bridge & Iron Company (Delaware)

One CB&I Plaza

2103 Research Forest Drive

The Woodlands, Texas 77380

Attention: Chief Legal Officer

Tel: (832) 513-1000

Fax: (832) 513-1092

With a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention: Heather Emmel

Tel: (212) 310-8000

Fax: (212) 310-8007

Email: heather.emmel@weil.com

3. Effectiveness; Conditions Precedent. This Amendment and the amendments to the Existing Note Purchase Agreement provided for in Section 1 hereof shall be effective as of the date first written above upon the satisfaction of the following conditions precedent:

(a) Each Purchaser shall have received counterparts of this Amendment, duly executed by the Parent Guarantor, the Company and such Purchaser, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf); and

(b) all fees and expenses of the Purchasers (including the fees and expenses of counsel to the Required Holders) to the extent due and payable under Section 16.1 of the Note Purchase 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); and

 

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(c) each holder (as such term is defined in the Note Purchase Agreement) of a Note shall have received a fee in an amount equal to five basis points (5 bps) on the aggregate outstanding principal amount of each Note held by such holder.

4. Representations and Warranties. In order to induce the Purchasers to enter into this Amendment, each Obligor represents and warrants to the Purchasers as follows:

(a) The representations and warranties made by the Obligors in Section 5 of the Note Purchase Agreement are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date;

(b) This Amendment has been duly authorized, executed and delivered by the Obligors and constitutes a legal, valid and binding obligation of such parties, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and fraudulent conveyance laws or other similar laws generally affecting the enforcement of creditor’s rights generally, and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and

(c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, or would result from the effectiveness of this Amendment.

5. Consent of the Parent Guarantor. The Parent Guarantor hereby consents, acknowledges and agrees to the amendments and other matters set forth herein and hereby confirms and ratifies in all respects the Parent Guarantee to which it is a party (including without limitation the continuation of the Parent 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 Parent Guarantee against the Parent Guarantor in accordance with its terms.

6. Entire Agreement. This Amendment, together with all the Financing Agreements (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 18 of the Note Purchase Agreement.

7. Full Force and Effect of Note Purchase Agreement. Except as hereby specifically amended, waived, modified or supplemented, the Note Purchase Agreement is hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to its respective terms.

 

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8. Governing Law. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State, and shall be further subject to the provisions of Section 24.8 of the Note Purchase Agreement.

9. 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.

10. References. All references in any of the Financing Agreements to the “Purchase Agreement”, “Note Purchase Agreement”, “Note Agreement” or similar phrase shall mean the Note Purchase Agreement.

11. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Parent Guarantor, the Company and the Purchasers, and their respective successors and permitted assigns, as provided in Section 24.1 of the Note Purchase Agreement.

12. 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 Note Purchase Agreement or of any of the other Financing Agreements or any obligations thereunder.

13. 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.

[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.

 

OBLIGORS:
CHICAGO BRIDGE & IRON COMPANY (Delaware), as the Company
By:		/s/ Michael S. Taff
		Name: Michael S. Taff
		Title: Authorized Signatory
CHICAGO BRIDGE & IRON COMPANY N.V., as the Parent Guarantor
By:		CHICAGO BRIDGE & IRON COMPANY B.V., its Managing Director
By:		/s/ Michael S. Taff
		Name: Michael S. Taff
		Title: Managing Director

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

 

This Amendment is hereby accepted and agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

.

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

.

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page

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Chicago Bridge & Iron Company (Delaware)		Amendment No. 2
Chicago Bridge & Iron Company N.V.		to Note Purchase and
		Guarantee Agreement

 

This Amendment is hereby accepted and

agreed to as of the date hereof.

 

 

Chicago Bridge & Iron

Amendment No. 2 to Note Purchase Agreement

Signature Page