THIRD AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT

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;”.

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(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 & ▇▇▇▇▇▇▇, 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

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

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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.]

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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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title:		Authorized Signatory

 

 

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

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CHICAGO BRIDGE & IRON COMPANY, a Delaware corporation
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title:		Authorized Signatory
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title:		Authorized Signatory
CB&I TYLER COMPANY
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
CB&I INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title:		Authorized Signatory
CHICAGO BRIDGE & IRON COMPANY, an Illinois corporation
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
A&B BUILDERS, LTD.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
ASIA PACIFIC SUPPLY COMPANY
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer

 

 

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

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CBI AMERICAS LTD.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
CSA TRADING COMPANY, LTD.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
CB&I WOODLANDS L.L.C.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
CBI COMPANY LTD.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
CENTRAL TRADING COMPANY, LTD.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
CONSTRUCTORS INTERNATIONAL, L.L.C.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
HBI HOLDINGS, L.L.C.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer

 

 

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

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▇▇▇▇-▇▇▇▇▇ INTERNATIONAL, L.L.C.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
▇▇▇▇-▇▇▇▇▇ ENGINEERS, LTD.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
▇▇▇▇-▇▇▇▇▇ HOLDINGS, L.L.C.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
▇▇▇▇-▇▇▇▇▇ MANAGEMENT, L.L.C.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
▇▇▇▇-▇▇▇▇▇ INTERNATIONAL MANAGEMENT L.L.C.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
MATRIX ENGINEERING, LTD.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
MATRIX MANAGEMENT SERVICES, L.L.C.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer

 

 

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

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OCEANIC CONTRACTORS, INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
CBI VENEZOLANA, S.A.
By:		/s/ Rui ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		Rui ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
CBI MONTAJES DE CHILE LIMITADA
By:		/s/ Rui ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		Rui ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Director/Legal Representative
CB&I EUROPE B.V.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Director
CBI EASTERN ANSTALT
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Director
CBI LUXEMBOURG S.a.r.L.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title:		Director

 

 

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

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CB&I POWER COMPANY B.V. (f/k/a/ CMP HOLDINGS B.V.)
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Director
Executed by CBI Constructors Pty Ltd ACN 000 612 411 in accordance with section 127 of the Corporations ▇▇▇ ▇▇▇▇:
▇▇▇ ▇▇▇▇▇▇▇ Bendesh /s/ ▇▇▇ ▇▇▇▇▇▇▇ Bendesh								▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇
Director/company secretary								Director
/s/ ▇▇▇ ▇▇▇▇▇▇▇ BENDESH								/s/ ▇▇▇▇ ▇▇▇▇▇
Name of director/company secretary (BLOCK LETTERS)								Name of director (BLOCK LETTERS)
CBI ENGINEERING AND CONSTRUCTION
CONSULTANT (SHANGHAI) CO. LTD.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Chairman
CBI (PHILIPPINES), INC.
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title:		President
CBI OVERSEAS, LLC
By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:		Secretary
CBI CONSTRUCTORS (PNG) PTY. LIMITED
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title:		Director

 

 

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

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CB&I CONSTRUCTORS LIMITED
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Director
CB&I HOLDINGS (U.K.) LIMITED
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Director
CB&I UK LIMITED
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Title:		Director
CB&I ▇▇▇▇▇▇ CREST LTD.
By:		/s/ L.T.M. ▇▇▇▇▇▇
		Name:		L.T.M. ▇▇▇▇▇▇
		Title:		Managing Director
CB&I MALTA LIMITED
By:		/s/ L.T.M. ▇▇▇▇▇▇
		Name:		L.T.M. ▇▇▇▇▇▇
		Title:		Director
LUTECH RESOURCES LIMITED
By:		/s/ L.T.M. ▇▇▇▇▇▇
		Name:		L.T.M. ▇▇▇▇▇▇
		Title:		Director
NETHERLANDS OPERATING COMPANY B.V.
By:		/s/ ▇▇▇▇ ▇. Csoti
		Name:		▇▇▇▇ ▇. Csoti
		Title:		Director

 

 

[Signature to Amendment ▇▇. ▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇]

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▇▇▇ ▇▇▇▇▇▇▇▇▇ B.V.
By:		/s/ ▇▇▇▇ ▇. Csoti
		Name:		▇▇▇▇ ▇. Csoti
		Title:		Director
ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.
By:		/s/ ▇▇▇▇▇▇▇▇ ▇. Loft
		Name:		▇▇▇▇▇▇▇▇ ▇. Loft
		Title:		Director
PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
By:		/s/ ▇▇▇▇▇▇▇▇ ▇. Loft
		Name:		▇▇▇▇▇▇▇▇ ▇. Loft
		Title:		Director
SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.
By:		/s/ ▇▇▇▇▇▇▇▇ ▇. Loft
		Name:		▇▇▇▇▇▇▇▇ ▇. Loft
		Title:		Director
CHICAGO BRIDGE & IRON (ANTILLES) N.V.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Managing Director
▇▇▇▇▇▇ TECHNOLOGY HEAT TRANSFER B.V.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Title:		Director
▇▇▇▇▇▇▇ FINANCE COMPANY B.V.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title:		Managing Director

 

 

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

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CB&I FINANCE COMPANY LIMITED
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Director
CB&I OIL & GAS EUROPE B.V.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title:		Managing Director
CBI COLOMBIANA S.A.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title:		Director
CHICAGO BRIDGE & IRON COMPANY B.V.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title:		Managing Director
▇▇▇▇▇▇ INTERNATIONAL CORPORATION
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Title:		Vice President – Finance – Treasurer
▇▇▇ ▇▇ ENGINEERING CO., LTD.
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Title:		Director
CB&I TECHNOLOGY VENTURES, INC.
(f/k/a ▇▇▇▇▇▇ CATALYST COMPANY LTD.)
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Title:		Vice President & Treasurer

 

 

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

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▇▇▇▇▇▇ OVERSEAS CORPORATION
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Title:		Vice President & Treasurer
CATALYTIC DISTILLATION       TECHNOLOGIES
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Title:		Management Committee Member
▇▇▇▇▇▇ TECHNOLOGY, INC.
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Title:		CFO & Treasurer
CBI SERVICES, INC.
By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:		Director
WOODLANDS INTERNATIONAL       INSURANCE COMPANY
By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Director
CB&I HUNGARY HOLDING LIMITED       LIABILITY COMPANY
By:		/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title:		Managing Director
▇▇▇▇▇▇ NOVOLEN TECHNOLOGY GMBH
By:		/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Managing Director

 

 

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

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CB&I ▇▇▇▇▇▇ GMBH
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
		Title:		Managing Director
CB&I S.R.O.
By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇▇▇▇▇▇
		Title:		Managing Director
CBI PERUANA S.A.C.
By:		/s/ ▇▇▇▇▇ ▇▇▇▇
		Name:		▇▇▇▇▇ ▇▇▇▇
		Title:		General Manager
▇▇▇▇▇▇ CBI LIMITED
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
		Title:		President
CB&I (NIGERIA) LIMITED
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Director
CB&I SINGAPORE PTE LTD.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title:		Director
CB&I NORTH CAROLINA, INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Director

 

 

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

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▇▇▇▇ ALLOY PIPING PRODUCTS, LLC
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Manager
CB&I ▇▇▇▇▇▇ LA, L.L.C.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Manager
CB&I CONTRACTORS INC. (f/k/a ▇▇▇▇ CONSTRUCTORS, INC.)
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Director
CB&I STONE & ▇▇▇▇▇▇▇ CONSTRUCTION, INC.
(f/k/a STONE & ▇▇▇▇▇▇▇ CONSTRUCTION, INC.)
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Director
CB&I STONE & ▇▇▇▇▇▇▇, INC. (f/k/a STONE & ▇▇▇▇▇▇▇, INC.)
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Director
CB&I STONE & ▇▇▇▇▇▇▇ ASIA, INC. (f/k/a STONE & ▇▇▇▇▇▇▇ ASIA, INC.)
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Director
CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC.
(f/k/a ▇▇▇▇ ENVIRONMENTAL, INC.)
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Director

 

 

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

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CB&I OVERSEAS (FAR EAST) LTD.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title:		Director
THE ▇▇▇▇ GROUP INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer
▇▇▇▇▇▇ GASIFICATION TECHNOLOGY LICENSING COMPANY
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
		Title:		Director
CB&I LAURENS, INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title:		Vice President – Global Tax
CB&I GOVERNMENT SOLUTIONS, INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Director
▇▇▇▇ SSS FABRICATORS, INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Treasurer

 

 

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

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page

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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.

 

 

 

Chicago Bridge & Iron

Third Amendment to Note Purchase and Guarantee Agreement

Signature Page