EXHIBIT 2.9

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT dated as of February 12, 2013 (the or this “Amendment”) to the Note Purchase and Guarantee Agreement (as defined below) is 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”).

R E C I T A L S:

A. The Obligors and each of the Noteholders have heretofore entered into the Note Purchase and Guarantee Agreement dated as of December 27, 2012 (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 U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024.

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:

SECTION 1. AMENDMENT.

The definition of “Priority Debt” in Schedule B of the Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:

“Priority Debt” means (without duplication), as of the date of any determination thereof, the sum of (i) all unsecured Indebtedness of Subsidiaries (other than the Company), including all of their Guaranties of Indebtedness of any Obligor, but excluding (v) Indebtedness owing to any Obligor or any other Subsidiary, (w) 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, (x) the Subsidiary Guarantees and all Guaranties of Indebtedness of any

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Obligor by any Subsidiary which has also guaranteed the Notes, (y) the undrawn portion of any Performance Letters of Credit and obligations with respect to all reimbursement agreements related thereto and (z) Indebtedness of any Subsidiary under any Credit Agreement which has also guaranteed the Notes, and (ii) all Indebtedness of any Obligor and their Subsidiaries secured by Liens other than Indebtedness secured by Liens permitted by subparagraphs (a) through (m), inclusive, of Section 10.6.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.

Section 2.1. 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 2.1(c);

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

(e) all of the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects 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.

 

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SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.

Section 3.1. This Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:

(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 representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof;

(c) 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.

Upon receipt of all of the foregoing, this Amendment shall become effective.

SECTION 4. MISCELLANEOUS.

Section 4.1. 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.

Section 4.2. Each Subsidiary Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under its Subsidiary Guarantee, and (c) 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.

Section 4.3. 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.

Section 4.4. 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.

Section 4.5. This Amendment shall be governed by and construed in accordance with New York law.

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The execution hereof by you shall constitute a contract among us for the uses and purposes hereinabove set forth, and this Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

 

 

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Consented to by the Subsidiary Guarantors:
CHICAGO BRIDGE & IRON COMPANY, a Delaware corporation
By:		/s/ Ronald A. Ballschmiede
Name: Ronald A. Ballschmiede
Title: Authorized Signatory
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
By:		/s/ Ronald A. Ballschmiede
Name: Ronald A. Ballschmiede
Title: Authorized Signatory
CB&I TYLER COMPANY
By:		/s/ Luciano Reyes
Name: Luciano Reyes
Title: Treasurer
CB&I INC.
By:		/s/ Ronald A. Ballschmiede
Name: Ronald A. Ballschmiede
Title: Authorized Signatory
CHICAGO BRIDGE & IRON COMPANY, an Illinois corporation
By:		/s/ Ronald A. Ballschmiede
Name: Ronald A. Ballschmiede
Title: Authorized Signatory

 

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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
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
CB&I COMPANY LTD.
By:		/s/ Luciano Reyes
Name: Luciano Reyes
Title: Treasurer

 

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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
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

 

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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
OCEANIC CONTRACTORS, INC.
By:		/s/ Luciano Reyes
Name: Luciano Reyes
Title: Treasurer

 

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CBI VENEZOLANA, S.A.
By:		/s/ Kenneth L. Schmidt
Name: Kenneth L. Schmidt
Title: President
CBI MONTAJES DE CHILE LIMITADA
By:		/s/ Kenneth L. Schmidt
Name: Kenneth L. Schmidt
Title: Legal Representative
CBI CONSTRUCCIONES S.A.
By:		/s/ Kenneth L. Schmidt
Name: Kenneth L. Schmidt
Title: Alternate Director
CB&I (EUROPE) B.V.
By:		/s/ Raymond Buckley
Name: Raymond Buckley
Title: Managing Director
CBI EASTERN ANSTALT
By:		/s/ Douglas Arthur Willard
Name: Douglas Arthur Willard
Title: Director

 

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CBI LUXEMBOURG S.a.r.L.
By:		/s/ Sergio Lopez
Name: Sergio Lopez
Title: Authorized Signatory
CMP HOLDINGS B.V.
By:		/s/ Kevin J. Forder
Name: Kevin J. Forder
Title: Director
CBI CONSTRUCTORS PTY LTD
By:		/s/ Ronald A. Ballschmiede
Name: Ronald A. Ballschmiede
Title: Authorized Signatory
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

 

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CBI CONSTRUCTORS (PNG) PTY, LIMITED
By:		/s/ Ross Adame
Name: Ross Adame
Title: Director
CBI CONSTRUCTORS LIMITED
By:		/s/ Kevin J. Forder
Name: Kevin J. Forder
Title: Authorized Signatory
CB&I HOLDINGS (U.K.) LIMITED
By:		/s/ Kevin J. Forder
Name: Kevin J. Forder
Title: Authorized Signatory
CB&I UK LIMITED
By:		/s/ Ronald A. Ballschmiede
Name: Ronald A. Ballschmiede
Title: Authorized Signatory
CB&I LUMMUS CREST LTD.
By:		/s/ L.T.M. Kester
Name: L.T.M. Kester
Title: Managing Director

 

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CB&I MALTA LIMITED
By:		/s/ L.T.M. Kester
Name: L.T.M. Kester
Title: Secretary
LUTECH RESOURCES LIMITED
By:		/s/ L.T.M. Kester
Name: L.T.M. Kester
Title: Managing Director
NETHERLANDS OPERATING COMPANY B.V.
By:		/s/ Imre A. Csoti
Name: Imre A. Csoti
Title: Director
CB&I NEDERLAND B.V.
By:		/s/ Kevin J. Forder
Name: Kevin J. Forder
Title: Authorized Signatory
ARABIAN GULF MATERIAL SUPPLY     COMPANY, LTD.
By:		/s/ Geoffrey Loft
Name: Geoffrey Loft
Title: Authorized Signatory
PACIFIC RIM MATERIAL SUPPLY     COMPANY, LTD.
By:		/s/ Geoffrey Loft
Name: Geoffrey Loft
Title: Authorized Signatory

 

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SOUTHERN TROPIC MATERIAL SUPPLY     COMPANY, LTD.
By:		/s/ Geoffrey Loft
Name: Geoffrey Loft
Title: Authorized Signatory
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/ John R. Albanese, Jr.
Name: John R. Albanese, Jr.
Title: Director
LEALAND FINANCE COMPANY B.V.
By:		/s/ Kevin J. Forder
Name: Kevin J. Forder
Title: Managing Director
CB&I FINANCE COMPANY LIMITED
By:		/s/ Kevin J. Forder
Name: Kevin J. Forder
Title: Authorized Signatory

 

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CB&I OIL & GAS EUROPE B.V.
By:		/s/ Kevin J. Forder
Name: Kevin J. Forder
Title: Managing Director
CBI COLOMBIANA S.A.
By:		/s/ Ronald A. Ballschmiede
Name: Ronald A. Ballschmiede
Title: Authorized Signatory
CHICAGO BRIDGE & IRON COMPANY B.V.
By:		/s/ Ronald A. Ballschmiede
Name: Ronald A. Ballschmiede
Title: Director
LUMMUS INTERNATIONAL CORPORATION
By:		/s/ John R. Albanese, Jr.
Name: John R. Albanese, Jr.
Title: Vice President & Treasurer
HUA LU ENGINEERING CO., LTD.
By:		/s/ John R. Albanese, Jr.
Name: John R. Albanese, Jr.
Title: Vice President & Treasurer
LUMMUS CATALYST COMPANY LTD.
By:		/s/ John R. Albanese, Jr.
Name: John R. Albanese, Jr.
Title: Vice President & Treasurer

 

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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: Managing Committee Member
LUMMUS TECHNOLOGY INC.
By:		/s/ John R. Albanese, Jr.
Name: John R. Albanese, Jr.
Title: Senior Vice President, Treasurer & CFO
CBI SERVICES, INC.
By:		/s/ Ronald A. Ballschmiede
Name: Ronald A. Ballschmiede
Title: Authorized Signatory
WOODLANDS INTERNATIONAL INSURANCE COMPANY LIMITED
By:		/s/ Robert Havlick
Name: Robert Havlick
Title: Authorized Signatory

 

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CBI HUNGARY HOLDING LIMITED LIABILITY COMPANY
By:		/s/ Sergio Lopez
Name: Sergio Lopez
Title: Managing Director
LUMMUS NOVOLEN TECHNOLOGY GMBH
By:		/s/ Godofredo Follmer
Name: Godofredo Follmer
Title: Managing Director
CB&I LUMMUS GMBH
By:		/s/ Martin Hannich
Name: Martin Hannich
Title: Authorized Signatory
CB&I S.R.O.
By:		/s/ Hynek Jicinsky
Name: Hynek Jicinsky
Title: Managing Director
CBI PERUANA S.A.C.
By:		/s/ Peter Rano
Name: Peter Rano
Title: General Manager
HORTON CBI LIMITED
By:		/s/ Ronald A. Ballschmiede
Name: Ronald A. Ballschmiede
Title: Authorized Signatory

 

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CBI (NIGERIA) LIMITED
By:		/s/ Peter K. Bennett
Name: Peter K. Bennett
Title: Secretary
CB&I SINGAPORE PTE LTD.
By:		/s/ Jeremy Luke-Taylor
Name: Jeremy Luke-Taylor
Title: Director

 

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