Attached files

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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-2.2 - EX-2.2 - CHICAGO BRIDGE & IRON CO N Vd31186dex22.htm
EX-2.7 - EX-2.7 - CHICAGO BRIDGE & IRON CO N Vd31186dex27.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 2.8

FIRST AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT

This First 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 July 22, 2015 (as amended, amended and restated, supplemented or otherwise modified, the “Note Purchase Agreement”), pursuant to which the Company issued U.S. $200,000,000 aggregate principal amount of its 4.53% Senior Notes, due July 30, 2025 (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 final 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 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(b) 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 to 2015 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 to 2015 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 to 2015 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 to 2015 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 to 2015 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 to 2015 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 to 2015 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 to 2015 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 to 2015 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 to 2015 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 to 2015 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 to 2015 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 to 2015 Note Purchase Agreement)]


This Amendment is hereby

accepted and agreed to as

of the date hereof.

 

THE GIBRALTAR LIFE INSURANCE COMPANY CO., LTD.
By:   Prudential Investment Management Japan Co., Ltd., as Investment Manager
By:   Prudential Investment Management, Inc., as Sub-Adviser
  By:  

/s/ Chris L. Halloran

    Vice President
We acknowledge that The Gibraltar Life Insurance Co., Ltd. holds $34,000,000.00 of the Notes.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:  

/s/ Chris L. Halloran

  Vice President
We acknowledge that The Prudential Insurance Company of America holds $24,150,000.00 of the Notes.

PRUDENTIAL RETIREMENT GUARANTEED COST BUSINESS TRUST

By:   Prudential Investment Management, Inc.,
  as investment manager
  By:  

/s/ Chris L. Halloran

    Vice President
We acknowledge that Prudential Retirement Guaranteed Cost Business Trust holds $1,000,000.00 of the Notes.

 

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CHICAGO BRIDGE & IRON COMPANY N.V.

FIRST AMENDMENT TO 2015 NOTE PURCHASE AND GUARANTEE AGREEMENT


This Amendment is hereby

accepted and agreed to as

of the date hereof.

 

FARMERS INSURANCE EXCHANGE
By:  

Prudential Private Placement Investors, L.P.

(as Investment Advisor)

By:  

Prudential Private Placement Investors, Inc.

(as its General Partner)

  By:  

/s/ Chris L. Halloran

    Vice President
We acknowledge that Farmers Insurance Exchange holds $7,595,000.00 of the Notes.
MID CENTURY INSURANCE COMPANY
By:  

Prudential Private Placement Investors, L.P.

(as Investment Advisor)

By:  

Prudential Private Placement Investors, Inc.

(as its General Partner)

  By:  

/s/ Chris L. Halloran

    Vice President
We acknowledge that Mid Century Company holds $3,255,000.00 of the Notes.

 

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CHICAGO BRIDGE & IRON COMPANY N.V.

FIRST AMENDMENT TO 2015 NOTE PURCHASE AND GUARANTEE AGREEMENT


This Amendment is hereby

accepted and agreed to as

of the date hereof.

 

METROPOLITAN LIFE INSURANCE COMPANY

NEW ENGLAND 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 $17,800,000.00 of the Notes.
We acknowledge that New England Life Insurance Company holds $4,600,000.00 of the Notes.
METLIFE INSURANCE K.K.
by   MetLife Investment Advisors, LLC, Its Investment Manager
SYMETRA LIFE INSURANCE 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 $4,600,000.00 of the Notes.
We acknowledge that Symetra Life Insurance Company holds $9,000,000.00 of the Notes.

 

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CHICAGO BRIDGE & IRON COMPANY N.V.

AMENDMENT TO 2015 NOTE PURCHASE AND GUARANTEE AGREEMENT


This Amendment is hereby

accepted and agreed to as

of the date hereof.

 

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 Life Insurance Company holds $33,000,000 of the Notes.

 

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CHICAGO BRIDGE & IRON COMPANY N.V.

AMENDMENT TO 2015 NOTE PURCHASE AND GUARANTEE AGREEMENT


This Amendment is hereby

accepted and agreed to as

of the date hereof.

 

AMERICAN FAMILY LIFE INSURANCE COMPANY
By:  

            /s/ David L. Voge

  Name:   David L. Voge
  Title:   Fixed Income Portfolio Manager
We acknowledge that American Family Life Insurance Company holds $5,000,000 of the Notes.

 

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CHICAGO BRIDGE & IRON COMPANY N.V.

AMENDMENT TO 2015 NOTE PURCHASE AND GUARANTEE AGREEMENT


This Amendment is hereby

accepted and agreed to as

of the date hereof.

 

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 Notes.

 

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CHICAGO BRIDGE & IRON COMPANY N.V.

AMENDMENT TO 2015 NOTE PURCHASE AND GUARANTEE AGREEMENT


This Amendment is hereby

accepted and agreed to as

of the date hereof.

 

CMFG LIFE INSURANCE COMPANY
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 $3,000,000 of the Notes.

 

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CHICAGO BRIDGE & IRON COMPANY N.V.

AMENDMENT TO 2015 NOTE PURCHASE AND GUARANTEE AGREEMENT


This Amendment is hereby

accepted and agreed to as

of the date hereof.

 

THE GUARDIAN LIFE INSURANCE
COMPANY OF AMERICA

By:  

            /s/ Thomas M. Donohue

  Name:   Thomas M. Donohue
  Title:   Managing Director
We acknowledge that The Guardian Life Insurance Company of America holds $25,000,000 of the Notes.

 

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CHICAGO BRIDGE & IRON COMPANY N.V.

AMENDMENT TO 2015 NOTE PURCHASE AND GUARANTEE AGREEMENT


This Amendment is hereby

accepted and agreed to as

of the date hereof.

 

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 $10,000,000 of the Notes.

 

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CHICAGO BRIDGE & IRON COMPANY N.V.

AMENDMENT TO 2015 NOTE PURCHASE AND GUARANTEE AGREEMENT