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8-K - FORM 8-K - CHICAGO BRIDGE & IRON CO N Vd31186d8k.htm
EX-2.3 - EX-2.3 - CHICAGO BRIDGE & IRON CO N Vd31186dex23.htm
EX-2.4 - EX-2.4 - CHICAGO BRIDGE & IRON CO N Vd31186dex24.htm
EX-2.1 - EX-2.1 - CHICAGO BRIDGE & IRON CO N Vd31186dex21.htm
EX-2.8 - EX-2.8 - CHICAGO BRIDGE & IRON CO N Vd31186dex28.htm
EX-2.2 - EX-2.2 - CHICAGO BRIDGE & IRON CO N Vd31186dex22.htm
EX-2.9 - EX-2.9 - CHICAGO BRIDGE & IRON CO N Vd31186dex29.htm
EX-2.6 - EX-2.6 - CHICAGO BRIDGE & IRON CO N Vd31186dex26.htm
EX-2.5 - EX-2.5 - CHICAGO BRIDGE & IRON CO N Vd31186dex25.htm
EX-2.10 - EX-2.10 - CHICAGO BRIDGE & IRON CO N Vd31186dex210.htm
EX-99.1 - EX-99.1 - CHICAGO BRIDGE & IRON CO N Vd31186dex991.htm
EX-99.2 - EX-99.2 - CHICAGO BRIDGE & IRON CO N Vd31186dex992.htm

Exhibit 2.7

THIRD AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT

This Third Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of October 27, 2015, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the institutions set forth on the signature pages to this Amendment (collectively, the “Noteholders”).

RECITALS:

A. The Obligors and each of the Noteholders have heretofore entered into the Note Purchase and Guarantee Agreement dated as of December 27, 2012 (as amended, amended and restated, supplemented or otherwise modified, the “Note Purchase Agreement”), pursuant to which the Company issued (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 (collectively, the “Notes”).

B. The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

C. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

D. All requirements of law have been fully complied with and all other acts and things necessary to make this Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, the Obligors and the Noteholders, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, do hereby agree as follows:

1. Amendments to Note Purchase Agreement. Subject to the terms and conditions set forth herein, the Note Purchase Agreement (exclusive of Schedules thereto) is amended as follows:

(a) Section 10.3 of the Note Purchase Agreement is hereby amended by amending and restating the initial proviso to the second paragraph thereto to read as follows: “provided that there shall be excluded from any determination of a “substantial part” any (i) sale or disposition of assets in the ordinary course of business of the Obligors and their Subsidiaries (including sales or dispositions of worthless, damaged or obsolete equipment), (ii) any transfer of assets from any Obligor to any Subsidiary or from any Subsidiary to any Obligor or another Subsidiary, (iii) any sale or disposition in connection with Project Bluefin consummated on or prior to March 31, 2016 and (iv) any sale or disposition of property acquired by any Obligor or any Subsidiary after the date of this Agreement to any Person within 365 days following the acquisition or construction of such property by Obligor or such Subsidiary if an Obligor or such Subsidiary shall concurrently with such sale or other disposition, lease such property, as lessee;”.


(b) Section 10.8(b) of the Note Purchase Agreement is hereby amended by restating subsection (b) in its entirety to read as follows:

“(b) From and after the Release Date, the Parent Guarantor shall not permit its Consolidated Net Worth at any time on or after September 30, 2015 to be less than the sum of (x) seventy-five percent (75%) of the actual net worth of the Parent Guarantor and its Subsidiaries on a consolidated basis as of September 30, 2015 plus (y) fifty percent (50%) of the sum of Consolidated Net Income (if positive) earned in each fiscal quarter, commencing with the fiscal quarter ending on December 31, 2015.”

2. Amendment to Defined Terms. Schedule B to the Note Purchase Agreement is hereby amended by adding the following new definition in its proper alphabetical order:

“Project Bluefin” means, collectively, the acquisition by a direct, wholly owned subsidiary of Westinghouse Electric Company LLC (“WECLLC”) of all of the issued and outstanding shares of capital stock or membership interests of CB&I Stone & Webster, Inc. (the “Transferred Company”) pursuant to that certain Purchase Agreement by and among the Parent Guarantor, the Transferred Company, WECLLC and a direct, wholly owned subsidiary of WECLLC, as amended, and all transactions, sales of assets and dispositions pursuant thereto and in connection therewith.”’

3. Representations and Warranties of the Obligors. To induce the Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), each Obligor represents and warrants to the Noteholders that:

(a) this Amendment has been duly authorized, executed and delivered by it and this Amendment constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(b) the Note Purchase Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(c) the execution, delivery and performance by such Obligor of this Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including, without limitation, any Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or


lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 3(c);

(d) as of the date hereof immediately prior to and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing;

(e) no fee or form of other consideration is being given to any lender under any outstanding Credit Agreement to consent to the amendment to the Credit Agreements entered into on the date hereof;

(f) CB&I Stone & Webster, Inc. (the “Transferred Company”) is the direct or indirect owner of the following Subsidiaries: CB&I Contractors, Inc., Shaw Nuclear Services, Inc., Field Services, LLC, CB&I Nuclear Technology Solutions, LLC, Shaw Global Services, LLC, CB&I Stone & Webster Construction, Inc., CB&I Stone & Webster International, Inc., Stone & Webster Services, LLC and CB&I Stone & Webster Asia, Inc.; and

(g) all of the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects (in all respects in the case of representations and warranties qualified by materiality, Material Adverse Effect or similar language in the text thereof) with the same force and effect as if made by such Obligor on and as of the date hereof, except to the extent that such representations and warranties expressly relate solely to an earlier date or due solely as a result of actions taken by the Obligors in accordance with the covenants set forth in the Note Purchase Agreement.

4. Effectiveness; Conditions Precedent. This Amendment and the amendments to the Note Purchase Agreement provided in Sections 1 and 2 hereof shall be effective as of the date first written above upon the satisfaction of the following conditions precedent:

(a) executed counterparts of this Amendment, duly executed by the Obligors and the holders of not less than 51% of the outstanding principal of the Notes and consented to by the Subsidiary Guarantors shall have been delivered to the Noteholders;

(b) the Noteholders shall have received evidence of the execution and effectiveness of the Purchase Agreement by and among the Parent Guarantor, the Transferred Company, Westinghouse Electric Company LLC and a direct, wholly owned subsidiary of Westinghouse Electric Company LLC related to Project Bluefin;

(c) the representations and warranties of the Obligors set forth in Section 3 hereof are true and correct on and with respect to the date hereof;

(d) the Obligors shall have paid the fees and expenses of Chapman and Cutler LLP, counsel to the Noteholders in connection with the negotiation, preparation, approval, execution and delivery of this Amendment; and

(e) the Noteholders shall have received a copy of an amendment to each outstanding Credit Agreement incorporating substantially similar amendments to those contained in this Amendment.


5. Miscellaneous.

(a) This Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

(b) Each Subsidiary Guarantor (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under its Subsidiary Guarantee, and (iii) agrees that this Amendment and all documents delivered in connection herewith do not operate to reduce or discharge its obligations under the Note Purchase Agreement or its Subsidiary Guarantee.

(c) Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Note Purchase Agreement without making specific reference to this Amendment but nevertheless all such references shall include this Amendment unless the context otherwise requires.

(d) The descriptive headings of the various Sections or parts of this Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

(e) This Amendment shall be governed by and construed in accordance with New York law.

[Signature pages follow.]


IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the date first written above.

CHICAGO BRIDGE & IRON COMPANY N.V., as the Parent Guarantor

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

 

By:  

    /s/ Michael S. Taff

  Name:   Michael S. Taff
  Title:   Authorized Signatory

 

 

[Signature to Amendment No. 3 to 2012 Note Purchase Agreement]


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 INC.
By:  

          /s/ Michael S. Taff

  Name:   Michael S. Taff
  Title:   Authorized Signatory
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
ASIA PACIFIC SUPPLY COMPANY
By:  

          /s/ Luciano Reyes

  Name:   Luciano Reyes
  Title:   Treasurer

 

 

[Signature to Amendment No. 3 to 2012 Note Purchase Agreement]


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
HBI HOLDINGS, L.L.C.
By:  

          /s/ Luciano Reyes

  Name:   Luciano Reyes
  Title:   Treasurer

 

 

[Signature to Amendment No. 3 to 2012 Note Purchase Agreement]


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
MATRIX MANAGEMENT SERVICES, L.L.C.
By:  

          /s/ Luciano Reyes

  Name:   Luciano Reyes
  Title:   Treasurer

 

 

[Signature to Amendment No. 3 to 2012 Note Purchase Agreement]


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
CBI LUXEMBOURG S.a.r.L.
By:  

          /s/ William G. Lamb

  Name:   William G. Lamb
  Title:   Director

 

 

[Signature to Amendment No. 3 to 2012 Note Purchase Agreement]


CB&I POWER COMPANY B.V. (f/k/a/ CMP HOLDINGS B.V.)    
By:  

          /s/ Raymond Buckley

   
  Name:   Raymond Buckley    
  Title:   Director    

Executed by CBI Constructors Pty Ltd

ACN 000 612 411 in accordance with

section 127 of the Corporations Act 2001:

   

Ian Michael Bendesh /s/ Ian Michael Bendesh

   

Ross Adame /s/ Ross Adame

Director/company secretary     Director

          /s/ IAN MICHAEL BENDESH

   

          /s/ ROSS ADAME

Name of director/company secretary

(BLOCK LETTERS)

   

Name of director

(BLOCK LETTERS)

CBI ENGINEERING AND CONSTRUCTION    
  CONSULTANT (SHANGHAI) CO. LTD.    

By:

 

          /s/ Raymond Buckley

   
  Name:   Raymond Buckley    
  Title:   Chairman    
CBI (PHILIPPINES), INC.    
By:  

          /s/ Peter K. Bennett

   
  Name:   Peter K. Bennett    
  Title:   President    
CBI OVERSEAS, LLC    
By:  

          /s/ Walter Browning

   
  Name:   Walter Browning    
  Title:   Secretary    
CBI CONSTRUCTORS (PNG) PTY. LIMITED    
By:  

          /s/ Peter K. Bennett

   
  Name:   Peter K. Bennett    
  Title:   Director    

 

 

[Signature to Amendment No. 3 to 2012 Note Purchase Agreement]


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/ Richard E. Chandler, Jr.

  Name:   Richard E. Chandler, Jr.
  Title:   Director
CB&I LUMMUS CREST LTD.
By:  

          /s/ L.T.M. Kester

  Name:   L.T.M. Kester
  Title:   Managing Director
CB&I MALTA LIMITED
By:  

          /s/ L.T.M. Kester

  Name:   L.T.M. Kester
  Title:   Director
LUTECH RESOURCES LIMITED
By:  

          /s/ L.T.M. Kester

  Name:   L.T.M. Kester
  Title:   Director
NETHERLANDS OPERATING COMPANY B.V.
By:  

          /s/ Imre A. Csoti

  Name:   Imre A. Csoti
  Title:   Director

 

 

[Signature to Amendment No. 3 to 2012 Note Purchase Agreement]


CBI NEDERLAND B.V.
By:  

          /s/ Imre A. Csoti

  Name:   Imre A. Csoti
  Title:   Director

ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.

By:  

          /s/ Geoffrey R. Loft

  Name:   Geoffrey R. Loft
  Title:   Director

PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.

By:  

          /s/ Geoffrey R. Loft

  Name:   Geoffrey R. Loft
  Title:   Director

SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.

By:  

          /s/ Geoffrey R. Loft

  Name:   Geoffrey R. Loft
  Title:   Director

CHICAGO BRIDGE & IRON (ANTILLES) N.V.

By:  

          /s/ Douglas Arthur Willard

  Name:   Douglas Arthur Willard
  Title:   Managing Director

LUMMUS TECHNOLOGY HEAT TRANSFER B.V.

By:  

          /s/ Richard E. Chandler, Jr.

  Name:   Richard E. Chandler, Jr.
  Title:   Director
LEALAND FINANCE COMPANY B.V.
By:  

          /s/ Michael S. Taff

  Name:   Michael S. Taff
  Title:   Managing Director

 

 

[Signature to Amendment No. 3 to 2012 Note Purchase Agreement]


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
LUMMUS INTERNATIONAL CORPORATION
By:  

          /s/ John R. Albanese, Jr.

  Name:   John R. Albanese, Jr.
  Title:   Vice President – Finance – Treasurer
HUA LU ENGINEERING CO., LTD.
By:  

          /s/ John R. Albanese, Jr.

  Name:   John R. Albanese, Jr.
  Title:   Director
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

 

 

[Signature to Amendment No. 3 to 2012 Note Purchase Agreement]


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
LUMMUS TECHNOLOGY, INC.
By:  

          /s/ John R. Albanese, Jr.

  Name:   John R. Albanese, Jr.
  Title:   CFO & Treasurer
CBI SERVICES, INC.
By:  

          /s/ Philip Asherman

  Name:   Philip Asherman
  Title:   Director
WOODLANDS INTERNATIONAL       INSURANCE COMPANY
By:  

          /s/ Robert Havlick

  Name:   Robert Havlick
  Title:   Director
CB&I HUNGARY HOLDING LIMITED       LIABILITY COMPANY
By:  

          /s/ Virginia M. Stanley

  Name:   Virginia M. Stanley
  Title:   Managing Director
LUMMUS NOVOLEN TECHNOLOGY GMBH
By:  

          /s/ Godofredo Follmer

  Name:   Godofredo Follmer
  Title:   Managing Director

 

 

[Signature to Amendment No. 3 to 2012 Note Purchase Agreement]


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/ Peter Rano

  Name:   Peter Rano
  Title:   General Manager
HORTON CBI LIMITED
By:  

          /s/ Marc R. Beauregard

  Name:   Marc R. Beauregard
  Title:   President
CB&I (NIGERIA) LIMITED
By:  

          /s/ Douglas Arthur Willard

  Name:   Douglas Arthur Willard
  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

 

 

[Signature to Amendment No. 3 to 2012 Note Purchase Agreement]


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 CONTRACTORS INC. (f/k/a SHAW CONSTRUCTORS, INC.)

By:  

          /s/ Luciano Reyes

  Name:   Luciano Reyes
  Title:   Director

CB&I STONE & WEBSTER CONSTRUCTION, INC.

(f/k/a STONE & WEBSTER CONSTRUCTION, INC.)

By:  

          /s/ Luciano Reyes

  Name:   Luciano Reyes
  Title:   Director

CB&I STONE & WEBSTER, INC. (f/k/a STONE & WEBSTER, INC.)

By:  

          /s/ Luciano Reyes

  Name:   Luciano Reyes
  Title:   Director

CB&I STONE & WEBSTER ASIA, INC. (f/k/a STONE & WEBSTER ASIA, INC.)

By:  

          /s/ Luciano Reyes

  Name:   Luciano Reyes
  Title:   Director

CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC.

(f/k/a SHAW ENVIRONMENTAL, INC.)
By:  

          /s/ Luciano Reyes

  Name:   Luciano Reyes
  Title:   Director

 

 

[Signature to Amendment No. 3 to 2012 Note Purchase Agreement]


CB&I OVERSEAS (FAR EAST) LTD.
By:  

          /s/ William G. Lamb

  Name:   William G. Lamb
  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

 

 

[Signature to Amendment No. 3 to 2012 Note Purchase Agreement]


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

AMERICAN HOME ASSURANCE COMPANY
AIG PROPERTY CASUALTY COMPANY (f/k/a Chartis Property Casualty Company)
COMMERCE AND INDUSTRY INSURANCE COMPANY
NEW HAMPSHIRE INSURANCE COMPANY
THE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA
AMERICAN GENERAL LIFE INSURANCE COMPANY (s/b/m with Sunamerica Life Insurance Company)
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
AMERICAN GENERAL LIFE INSURANCE COMPANY (s/b/m with Western National Life Insurance Company)
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:   AIG ASSET MANAGEMENT (U.S.), LLC, as Investment Adviser
By:  

  /s/ James Michael Reynolds

    James Michael Reynolds, Vice President
We acknowledge that American Home Assurance Company holds $10,000,000.00 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that AIG Property Casualty Company (f/k/a Chartis Property Casualty Company) holds $9,000,000.00 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that Commerce and Industry Insurance Company holds $15,000,000.00 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that New Hampshire Insurance Company holds $9,000,000.00 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that The Insurance Company of the State of Pennsylvania holds $9,000,000.00 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that American General Life Insurance Company (s/b/m with SunAmerica Life Insurance Company) holds $15,000,000.00 of the 5.15% Senior Notes, Series C, due December 27, 2022.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

We acknowledge that American General Life Insurance Company holds $4,500,000.00 of the 5.15% Senior Notes, Series C, due December 27, 2022.
We acknowledge that The United States Life Insurance Company in the City of New York holds $25,000,000.00 of the 5.15% Senior Notes, Series C, due December 27, 2022.

 

UNITED SERVICES AUTOMOBILE ASSOCIATION
CATASTROPHE REINSURANCE COMPANY
USAA CASUALTY INSURANCE COMPANY
USAA GENERAL INDEMNITY COMPANY
GARRISON PROPERTY & CASUALTY INSURANCE
      COMPANY
By:  

    /s/ Donna J. Baggerly

  Name: Donna J. Baggerly
  Title:   Vice President-Insurance Portfolios
We acknowledge that United Services Automobile Association holds $10,000,000 of the 4.57% Senior Notes, Series B, due December 27, 2019.

We acknowledge that Catastrophe Reinsurance

Company holds $6,000,000 of the 4.57% Senior Notes, Series B, due December 27, 2019.

We acknowledge that USAA Casualty Insurance Company holds $5,000,000 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that USAA General Indemnity Company holds $2,000,000 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that Garrison Property & Casualty Insurance Company holds $2,000,000 of the 4.57% Senior Notes, Series B, due December 27, 2019.
USAA LIFE INSURANCE COMPANY
By:  

    /s/ James F. Jackson, Jr.

  Name: James F. Jackson, Jr.
  Title:   Executive Director
We acknowledge that USAA Life Insurance Company holds $12,000,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.
We acknowledge that USAA Life Insurance Company holds $45,000,000 of the 5.30% Senior Notes, Series D, due December 27, 2024.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

METROPOLITAN LIFE INSURANCE COMPANY

METLIFE INSURANCE COMPANY USA

F/K/A METLIFE INSURANCE COMPANY OF CONNECTICUT

AND AS SUCCESSOR BY MERGER TO

METLIFE INVESTORS USA INSURANCE COMPANY

AND METLIFE INVESTORS INSURANCE COMPANY

by Metropolitan Life Insurance Company, its Investment

      Manager

FIRST METLIFE INVESTORS INSURANCE COMPANY

by Metropolitan Life Insurance Company, its Investment

      Manager

GENERAL AMERICAN LIFE INSURANCE COMPANY

by Metropolitan Life Insurance Company, its Investment Manager

By:  

        /s/ John Wills

  Name: John Wills
  Title:   Managing Director
We acknowledge that Metropolitan Life Insurance Company holds $17,000,000.00 of the 4.15% Senior Notes, Series A, due December 27, 2017.
We acknowledge that MetLife Insurance Company USA holds $9,500,000.00 of the 4.15% Senior Notes, Series A, due December 27, 2017.
We acknowledge that General American Life Insurance Company holds $7,000,000.00 of the 4.15% Senior Notes, Series A, due December 27, 2017.
We acknowledge that Metropolitan Life Insurance Company holds $15,000,000.00 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that MetLife Insurance Company USA holds $9,000,000.00 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that General American Life Insurance Company holds $1,500,000.00 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that First MetLife Investors Insurance Company holds $1,500,000.00 of the 4.57% Senior Notes, Series B, due December 27, 2019.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement
  

 

 

METLIFE INSURANCE K.K.

F/K/A METLIFE ALICO LIFE INSURANCE K.K.

by MetLife Investment Advisors, LLC, its Investment

      Manager

AXIS REINSURANCE COMPANY

by MetLife Investment Advisors, LLC, its Investment

      Manager

By:  

        /s/ John Wills

  Name: John Wills
  Title:   Managing Director
We acknowledge that MetLife Insurance K.K. holds $14,500,000.00 of the 4.15% Senior Notes, Series A, due December 27, 2017.
We acknowledge that Axis Reinsurance Company holds $7,372,000.00 of the 5.15% Senior Notes, Series C, due December 27, 2022.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

THE NORTHWESTERN MUTUAL LIFE INSURANCE
      COMPANY
By:   Northwestern Mutual Investment Management
  Company, LC, its investment adviser
By:  

    /s/ Howard Stern

  Name: Howard Stern
  Title:   Managing Director
We acknowledge that The Northwestern Mutual Life Insurance Company holds $30,000,000 of the 4.15% Senior Notes, Series A, due December 27, 2017.
We acknowledge that The Northwestern Mutual Life Insurance Company holds $23,500,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.
NORTHWESTERN LONG TERM CARE INSURANCE
      COMPANY
By:  

    /s/ Howard Stern

  Name: Howard Stern
  Title:   Its Authorized Agent
We acknowledge that Northwestern Long Term Care Insurance Company holds $2,500,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

FIDELITY & GUARANTY LIFE INSURANCE COMPANY
By:  

    /s/ Thomas Cunningham

  Name: Thomas Cunningham
  Title:   Vice President
We acknowledge that Fidelity & Guaranty Life Insurance Company holds $ 15,000,000 of the 4.15% Senior Notes, Series A, due December 27, 2017.
We acknowledge that Fidelity & Guaranty Life Insurance Company holds $15,000,000 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that Fidelity & Guaranty Life Insurance Company holds $15,000,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By:   Delaware Investment Advisers, a series of Delaware Management Business Trust,
  Attorney in Fact
By:  

            /s/ Karl Spaeth

  Name: Karl Spaeth
  Title:   Vice President
We acknowledge that The Lincoln National Life Insurance Company holds $35,000,000 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that The Lincoln National Life Insurance Company holds $11,000,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
By:   Delaware Investment Advisers, a series of Delaware Management Business Trust,
  Attorney in Fact
By:  

            /s/ Karl Spaeth

  Name: Karl Spaeth
  Title:   Vice President
We acknowledge that Lincoln Life & Annuity Company of New York holds $9,000,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:   Babson Capital Management LLC as Investment Adviser
By:  

            /s/ John B. Wheeler

  Name: John B. Wheeler
  Title:   Managing Director
We acknowledge that Massachusetts Mutual Life Insurance Company holds $7,900,000 of the 4.15% Senior Notes, Series A, due December 27, 2017.
We acknowledge that Massachusetts Mutual Life Insurance Company holds $8,600,000 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that Massachusetts Mutual Life Insurance Company holds $8,950,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.
C.M. LIFE INSURANCE COMPANY
By:   Babson Capital Management LLC as Investment Adviser
By:  

            /s/ John B. Wheeler

  Name: John B. Wheeler
  Title:   Managing Director
We acknowledge that C.M. Life Insurance Company holds $1,100,000 of the 4.15% Senior Notes, Series A, due December 27, 2017.
We acknowledge that C.M. Life Insurance Company holds $1,400,000 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that C.M. Life Insurance Company holds $1,050,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

UNITED OF OMAHA LIFE INSURANCE COMPANY
By:  

        /s/ Justin P. Kavan

  Name: Justin P. Kavan
  Title:   Senior Vice President
We acknowledge that United of Omaha Life Insurance Company holds $20,000,000 of the 5.30% Senior Notes, Series D, due December 27, 2024.
MUTUAL OF OMAHA INSURANCE COMPANY
By:  

        /s/ Justin P. Kavan

  Name: Justin P. Kavan
  Title:   Senior Vice President
We acknowledge that Mutual of Omaha Insurance Company holds $7,000,000 of the 5.30% Senior Notes, Series D, due December 27, 2024.
COMPANION LIFE INSURANCE COMPANY
By:  

        /s/ Justin P. Kavan

  Name: Justin P. Kavan
  Title:   An Authorized Signer
We acknowledge that Companion Life Insurance Company holds $1,000,000 of the 5.30% Senior Notes, Series D, due December 27, 2024.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

MODERN WOODMEN OF AMERICA
By:  

        /s/ Douglas A. Pannier

  Name: Douglas A. Pannier
  Title:   Group Head – Private Placements
We acknowledge that Modern Woodmen of America holds $10,000,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.
We acknowledge that Modern Woodmen of America holds $15,000,000 of the 5.30% Senior Notes, Series D, due December 27, 2024.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

CMFG LIFE INSURANCE COMPANY
CUMIS INSURANCE SOCIETY, INC.
By:   MEMBERS Capital Advisors, Inc.
  Acting as Investment Advisor
By:  

        /s/ Allen R. Cantrell

  Name: Allen R. Cantrell
  Title:   Managing Director, Investments
We acknowledge that CMFG Life Insurance Company holds $5,000,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.
We acknowledge that CUMIS Insurance Society, Inc. holds $1,000,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.
We acknowledge that CMFG Life Insurance Company holds $5,000,000 of the 5.30% Senior Notes, Series D, due December 27, 2024.
We acknowledge that CUMIS Insurance Society, Inc. holds $1,000,000 of the 5.30% Senior Notes, Series D, due December 27, 2024.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

PHOENIX LIFE INSURANCE COMPANY
By:  

        /s/ Nelson Correa

  Name: Nelson Correa
  Title:   Senior Managing Director, Private Placements
We acknowledge that Phoenix Life Insurance Company holds $5,000,000 of the 4.15% Senior Notes, Series A, due December 27, 2017.
PHL VARIABLE INSURANCE COMPANY
By:  

        /s/ Nelson Correa

  Name: Nelson Correa
  Title:   Its Duly Authorized Officer
We acknowledge that PHL Variable Insurance Company holds $5,000,000 of the 4.15% Senior Notes, Series A, due December 27, 2017.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

FARM BUREAU LIFE INSURANCE COMPANY
By:  

        /s/ Herman L. Riva

  Name: Herman L. Riva
  Title:   Securities Vice President
We acknowledge that Farm Bureau Life Insurance Company holds $8,000,000.00 of the 5.30% Senior Notes, Series D, due December 27, 2024.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

SOUTHERN FARM BUREAU LIFE INSURANCE
      COMPANY
By:  

        /s/ David Divine

  Name: David Divine
  Title: Senior Portfolio Manager
We acknowledge that Southern Farm Bureau Life Insurance Company holds $6,000,000 of the 4.15% Senior Notes, Series A, due December 27, 2017.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

ASSURITY LIFE INSURANCE COMPANY
By:  

        /s/ Victor Weber

  Name: Victor Weber
  Title:   Senior Director - Investments
We acknowledge that Assurity Life Insurance Company holds $3,000,000 of the 4.57% Senior Notes, Series B, due December 27, 2019.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

PAN-AMERICAN LIFE INSURANCE COMPANY
By:  

        /s/ Lisa Baudet

  Name: Lisa Baudet
  Title:   Vice President, Securities
We acknowledge that Pan-American Life Insurance Company holds $3,000,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

VOYA RETIREMENT INSURANCE AND ANNUITY
      COMPANY (F/K/A ING LIFE INSURANCE AND
      ANNUITY COMPANY)

VOYA INSURANCE AND ANNUITY COMPANY  (F/K/A ING USA

      ANNUITY AND LIFE INSURANCE COMPANY)

RELIASTAR LIFE INSURANCE COMPANY
By:   Voya Investment Management LLC, as Agent
By:  

        /s/ Paul Aronson

  Name: Paul Aronson
  Title:   Senior Vice President
We acknowledge that Voya Retirement Insurance and Annuity Company holds $9,400,000 of the 4.15% Senior Notes, Series A, due December 27, 2017.
We acknowledge that Voya Insurance and Annuity Company holds $10,500,000 of the 4.15% Senior Notes, Series A, due December 27, 2017.
We acknowledge that Reliastar Life Insurance Company holds $5,100,000 of the 4.15% Senior Notes, Series A, due December 27, 2017.
We acknowledge that Voya Retirement Insurance and Annuity Company holds $9,400,000 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that Voya Insurance and Annuity Company holds $10,500,000 of the 4.57% Senior Notes, Series B, due December 27, 2019.
We acknowledge that Reliastar Life Insurance Company holds $5,100,000 of 4.57% Senior Notes, Series B, due December 27, 2019.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

SOUTHERN FARM BUREAU LIFE INSURANCE
      COMPANY
By:  

        /s/ David Divine

  Name: David Divine
  Title: Senior Portfolio Manager
We acknowledge that Southern Farm Bureau Life Insurance Company holds $6,000,000 of the 4.15% Senior Notes, Series due December 27, 2017.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

MIDLAND NATIONAL LIFE INSURANCE COMPANY
By: Guggenheim Partners Investment
Management, LLC
By:  

        /s/ Kevin M. Robinson

  Name: Kevin M. Robinson
  Title:   Attorney-in-Fact
We acknowledge that Midland National Life Insurance Company holds $32,050,000 of the 5.15% Senior Notes, Series C, due December 27, 2022
EQUITRUST LIFE INSURANCE
COMPANY
By: Guggenheim Partners Investment
Management, LLC as Adviser
By:  

        /s/ Kevin M. Robinson

  Name: Kevin M. Robinson
  Title:   Attorney-in-Fact
We acknowledge that EquiTrust Life Insurance Company holds $9,778,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.
HORACE MANN LIFE INSURANCE
COMPANY
By: Guggenheim Partners Investment
Management, LLC, as Adviser
By:  

        /s/ Kevin M. Robinson

  Name: Kevin M. Robinson
  Title:   Attorney-in-Fact
We acknowledge that Horace Mann Life Insurance Company holds $11,000,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

NORTH AMERICAN COMPANY FOR
LIFE AND HEALTH INSURANCE
By: Guggenheim Partners Investment
Management, LLC
By:  

        /s/ Kevin M. Robinson

  Name: Kevin M. Robinson
  Title:   Attorney-in-Fact
We acknowledge that North American Company for Life and Health Insurance holds $15,000,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.
SECURITY BENEFIT LIFE
INSURANCE COMPANY
By: Guggenheim Partners Investment
Management, LLC, as Sub-Advisor
By:  

        /s/ Kevin M. Robinson

  Name: Kevin M. Robinson
  Title:   Attorney-in-Fact
We acknowledge that Security Benefit Life Insurance Company holds $14,000,000 of the
5.15% Senior Notes, Series C, due December 27,
2022.
WILTON REASSURANCE COMPANY
By: Guggenheim Partners Investment
Management, LLC, as Advisor
By:  

        /s/ Kevin M. Robinson

  Name: Kevin M. Robinson
  Title:   Attorney-in-Fact
We acknowledge that Wilton Reassurance Company holds $3,800,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page


Chicago Bridge & Iron Company (Delaware)    Third Amendment
Chicago Bridge & Iron Company N.V.    to Note Purchase and
   Guarantee Agreement

This Amendment is hereby accepted and

agreed to as of the date thereof.

  

 

 

TEXAS LIFE INSURANCE COMPANY
By: Guggenheim Partners Investment Management, LLC, as Advisor
By:  

        /s/ Kevin M. Robinson

  Name: Kevin M. Robinson
  Title:   Attorney-in-Fact
We acknowledge that Texas Life Insurance Company holds $1,500,000 of the 5.15% Senior Notes, Series C, due December 27, 2022.
WILTON REASSURANCE LIFE
COMPANY OF NEW YORK
By: Guggenheim Partners Investment
Management, LLC, as Advisor
By:  

        /s/ Kevin M. Robinson

  Name: Kevin M. Robinson
  Title:   Attorney-in-Fact
We acknowledge that Wilton Reassurance Life Company of New York holds $3,800,000 of the 5.15% Senior Notes, Series C, due December 27,
2022.

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page