SECOND AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT

EXHIBIT 10.33(b)

Execution Version

SECOND AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT

This Second Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of December 29, 2016, 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 Obligors 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. 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:

-1-

(a)    Section 9.11 of the Note Purchase Agreement is hereby amended by:

(i)    amending and restating the second parenthetical in clause (a)(iii) of Section 9.11 to read as follows:

(any such provision and any Restricted Payment Provisions described in clause (e) below, in each case, together with all definitions and interpretive provisions from such Credit Agreement to the extent used in relation thereto, a “Most Favorable Covenant”)

and

(ii)    adding a new clause (e) to follow clause (d), which shall read as follows:

(e) In addition to the foregoing, the Obligors agree that the “Restricted Payments” covenants contained in each of the Credit Agreements are hereby incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the Second Amendment Effective Date, and such Restricted Payments covenants shall be deemed to constitute Incorporated Covenants for purposes of this Section 9.11. Upon the request of any holder of a Note, the Obligors shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder to further evidence the foregoing. In addition, the Most Favorable Covenants under this Section 9.11 shall include any covenant (whether constituting a covenant or event of default) of an Obligor contained in any Credit Agreement from and after the Second Amendment Effective Date that expressly and directly limits dividends or other restricted payments (collectively, “Restricted Payment Provisions”), and all rights and obligations set forth herein with respect to Most Favorable Covenants shall apply equally thereto. For informational purposes only, the Restricted Payments covenant contained in the Credit Agreements as of the Second Amendment Effective Date is set forth on Exhibit A to the Second Amendment to this Agreement.

-2-

(b)    Section 10.7 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

Section 10.7.    Leverage Ratio. The Parent Guarantor shall not permit the ratio (the “Leverage Ratio”) of (i) all Adjusted Indebtedness of the Parent Guarantor and its Subsidiaries as of any date of determination (but excluding Excluded JV Indebtedness) to (ii) EBITDA for the most recently-ended period of four-fiscal quarters for which financial statements were required to be delivered to exceed the lesser of (a) 3.00:1.0 and (b) the level required to be maintained under a similar leverage covenant contained in any Credit Agreement for such applicable fiscal period. For purposes of this Section, if during the period of calculation any Obligor or any Subsidiary shall have acquired or disposed of any Person or acquired or disposed of all or substantially all of the operating assets of any Person, EBITDA for such period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.

The Leverage Ratio shall be calculated as of the last day of each fiscal quarter based upon (A) for Adjusted Indebtedness, Adjusted Indebtedness (but excluding Excluded JV Indebtedness) as of the last day of each such fiscal quarter and (B) for EBITDA, the actual amount for the four quarter period ending on such day, calculated, with respect to acquisitions and disposals, if any, as provided in the preceding paragraph.

SECTION 2. AMENDMENTS TO DEFINED TERMS.

(a)    Schedule B to the Note Purchase Agreement is hereby amended by amending and restating the following existing definitions to read as follows:

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

-3-

Subsidiary) in which the Parent Guarantor or any Subsidiary has an ownership interest unless such net earnings shall have actually been received by the Parent Guarantor or such Subsidiary in the form of cash distributions.

“Consolidated Net Income Available for Fixed Charges” means, for any period, Consolidated Net Income plus, without duplication, to the extent deducted in determining such Consolidated Net Income, (i) provisions for income taxes, (ii) Consolidated Fixed Charges, (iii) to the extent not already included in Consolidated Net Income, dividends and distributions actually received in cash during such period from Persons that are not Subsidiaries of the Parent Guarantor, (iv) retention bonuses paid to officers, directors and employees of the Parent Guarantor and its Subsidiaries in connection with the Transaction not to exceed $25,000,000, (v) any charges, fees and expenses incurred in connection with the Transaction, the transactions related thereto, and any related issuance of Indebtedness or equity, whether or not successful, (vi) charges, expenses and losses incurred in connection with restructuring and integration activities in connection with the Transaction, including in connection with closures of certain facilities and termination of leases, (vii) non-cash compensation expenses for management or employees to the extent deducted in computing Consolidated Net Income, (viii) expenses incurred in connection with the Xxxx Acquisition and relating to termination and severance as to, or relocation of, officers, directors and employees not exceeding $110,000,000, and (ix) equity earnings booked or recognized by the Parent Guarantor or any of its Subsidiaries from Eligible Joint Ventures not to exceed 15% of EBITDA of the Parent Guarantor pursuant to clauses (i) through (ix) of the definition of EBITDA for such period.

“EBITDA” means, for any period, on a consolidated basis for the Parent Guarantor and its Subsidiaries, the sum of the amounts for such period, without duplication, calculated in each case in accordance with GAAP, of (i) EBIT plus (ii) depreciation expense to the extent deducted in computing Consolidated Net Income, plus (iii) amortization expense, including, without limitation, amortization of goodwill and other intangible assets to the extent deducted in computing Consolidated Net Income, plus (iv) non-cash

-4-

compensation expenses for management or employees to the extent deducted in computing Consolidated Net Income, plus (v) to the extent not already included in Consolidated Net Income, dividends and distributions actually received in cash during such period from Persons that are not Subsidiaries of the Parent Guarantor, plus (vi) retention bonuses paid to officers, directors and employees of the Parent Guarantor and its Subsidiaries in connection with the Transaction not to exceed $25,000,000, plus (vii) any charges, fees and expenses incurred in connection with the Transaction, the transactions related thereto, and any related issuance of Indebtedness or equity, whether or not successful, plus (viii) charges, expenses and losses incurred in connection with restructuring and integration activities in connection with the Transaction, including in connection with closures of certain facilities and termination of leases, plus (ix) expenses incurred in connection with the Xxxx Acquisition and relating to termination and severance as to, or relocation of, officers, directors and employees not exceeding $110,000,000, and plus (x) equity earnings booked or recognized by the Parent Guarantor or any of its Subsidiaries from Eligible Joint Ventures not to exceed 15% of EBITDA of the Parent Guarantor pursuant to clauses (i) through (ix) of this definition for such period.

“Incorporated Covenant” is defined in Section 9.11(b).

(b)    Schedule B to the Note Purchase Agreement is hereby amended by adding the following new definitions in their proper alphabetical order:

“Eligible Joint Venture” means, at each time of determination, a joint venture of the Parent Guarantor or any of its Subsidiaries that has been designated as such to the holders of the Notes (i) for which annual unaudited financial statements and quarterly unaudited financial statements have been delivered to the holders of the Notes, in each case such financial statements prepared in accordance with GAAP, (ii) of which between a 20% and 50% interest in the profits or capital thereof is owned by the Parent Guarantor or one or more of its Subsidiaries, or the Parent Guarantor and one or more of its Subsidiaries, (iii) for which the Eligible Joint Venture Leverage Ratio of such joint venture is less than 1.00 to 1.00, and (iv) that is validly existing under the laws of its jurisdiction of

-5-

organization or formation (or equivalent); provided, however, that there may not be more than ten (10) designated Eligible Joint Ventures at any time.

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

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

“Eligible Joint Venture Interest Charges” means, for any period, for any joint venture of the Parent Guarantor or any of its Subsidiaries, the sum of (i) all interest, premium payments, debt discount, fees, charges and related expenses of such joint venture in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (ii) the

-6-

portion of rent expense of such joint venture with respect to such period under capital leases that is treated as interest in accordance with GAAP.

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

“Excluded JV Indebtedness” means, at the time of any determination, Joint Venture Indebtedness, provided that (i) the respective advancing joint venture does not at the time of such determination have any outstanding Indebtedness (other Indebtedness owing to a partner or co-venturer in such joint venture), (ii) neither of the Obligors nor any Subsidiary guarantees any Indebtedness of such joint venture, and (iii) Excluded JV Indebtedness shall not exceed $1,000,000,000 at any one time, provided that Excluded JV Indebtedness may exceed $1,000,000,000 so long as any amount in excess of $1,000,000,000 represents Joint Venture Indebtedness owed to a particular joint venture (meeting the criteria in clauses (i) and (ii) above) and the indebted Company or Subsidiary Guarantor, as applicable, has paid down such outstanding Joint Venture Indebtedness to zero for at least two consecutive Business Days during each period of 60 consecutive days from and after the Second Amendment Effective Date.

“Joint Venture Indebtedness” shall mean unsecured Indebtedness of the Company or any Subsidiary Guarantor owing to a joint venture in which the Company or any Subsidiary Guarantor owns any interest.

“Second Amendment Effective Date” means December 29, 2016.

(c)    Schedule B to the Note Purchase Agreement is hereby amended by deleting the definitions of “Mozambique Joint Venture,” “Mozambique Joint Venture Consolidated Net

-7-

Income,” “Mozambique Joint Venture EBITDA,” “Mozambique Joint Venture Interest Charges,” and “Mozambique Joint Venture Leverage Ratio.”

SECTION 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 amendment or modification of any outstanding Credit Agreement that addresses the subject matter of this Amendment is being entered into by the Obligors on or about the date of this Amendment or is currently contemplated by the Obligors; and

-8-

(f)    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.

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

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

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

SECTION 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

-9-

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.]

-10-

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/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Authorized Signatory

[Signature to Second Amendment to 2015 Note Purchase Agreement]

CHICAGO BRIDGE & IRON COMPANY, a Delaware corporation
By:					/s/ Xxxxxxx X. Xxxx
					Name:			Xxxxxxx X. Xxxx
					Title:			Authorized Signatory
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
By:					/s/ Xxxxxxx X. Xxxx
					Name:			Xxxxxxx X. Xxxx
					Title:			Authorized Signatory
CB&I TYLER COMPANY
By:						/s/ Xxxxxxx Xxxxx
						Name:		Xxxxxxx Xxxxx
						Title:		Treasurer
CB&I, LLC
By:						/s/ Xxxxxxx X. Xxxx
						Name:		Xxxxxxx X. Xxxx
						Title:		Authorized Signatory

CHICAGO BRIDGE & IRON COMPANY, an Illinois corporation

By:		/s/ Xxxxxxx Xxxxx
		Name:			Xxxxxxx Xxxxx
		Title:			Treasurer
A&B BUILDERS, LTD.
By:				/s/ Xxxxxxx Xxxxx
				Name:			Xxxxxxx Xxxxx
				Title:			Treasurer
ASIA PACIFIC SUPPLY COMPANY
By:				/s/ Xxxxxxx Xxxxx
				Name:				Xxxxxxx Xxxxx
				Title:				Treasurer

[Signature to Second Amendment to 2015 Note Purchase Agreement]

CBI AMERICAS LTD.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer
CSA TRADING COMPANY, LTD.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer
CB&I WOODLANDS L.L.C.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer
CBI COMPANY LTD.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer
CENTRAL TRADING COMPANY, LTD.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer

CONSTRUCTORS INTERNATIONAL, L.L.C.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer
HBI HOLDINGS, L.L.C.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer

XXXX-XXXXX INTERNATIONAL, L.L.C.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer

[Signature to Second Amendment to 2015 Note Purchase Agreement]

XXXX-XXXXX ENGINEERS, LTD.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer
XXXX-XXXXX HOLDINGS, L.L.C.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer
XXXX-XXXXX MANAGEMENT, L.L.C.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer

XXXX-XXXXX INTERNATIONAL MANAGEMENT L.L.C.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer

MATRIX ENGINEERING, LTD.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer

MATRIX MANAGEMENT SERVICES, L.L.C.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer
OCEANIC CONTRACTORS, INC.
By:		/s/ Xxxxxxx Xxxxx
		Name:			Xxxxxxx Xxxxx
		Title:			Treasurer
CBI VENEZOLANA, S.A.
By:		/s/ Rui Xxxxxxx Xxxxx
		Name:			Rui Xxxxxxx Xxxxx
		Title:			Treasurer

[Signature to Second Amendment to 2015 Note Purchase Agreement]

CBI MONTAJES DE CHILE LIMITADA
By:		/s/ Rui Xxxxxxx Xxxxx
		Name:			Rui Xxxxxxx Xxxxx
		Title:			Director/Legal Representative
CB&I EUROPE B.V.
By:		/s/ Xxxxxxx Xxxxxxx
		Name:			Xxxxxxx Xxxxxxx
		Title:			Director
CBI EASTERN ANSTALT
By:		/s/ Xxxxxxx Xxxxxxx
		Name:			Xxxxxxx Xxxxxxx
		Title:			Director

CB&I POWER COMPANY B.V.

(f/k/a/ CMP HOLDINGS B.V.)

By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Director
CBI CONSTRUCTORS PTY LTD
By:	/s/ Xxx Xxxxxxx Bendesh
	Name:			Xxx Xxxxxxx Bendesh
	Title:			Director

CBI ENGINEERING AND CONSTRUCTION
CONSULTANT (SHANGHAI) CO. LTD.
By:		/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chairman
CBI (PHILIPPINES), INC.
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	President
CBI OVERSEAS, LLC
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxx
		Title:	Secretary

[Signature to Second Amendment to 2015 Note Purchase Agreement]

CB&I CONSTRUCTORS LIMITED
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Director
CB&I HOLDINGS (U.K.) LIMITED
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Director
CB&I UK LIMITED
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Director
CB&I MALTA LIMITED
By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Director
LUTECH RESOURCES LIMITED
By:		/s/ Xxxxxxxx Xxxxxxxxxx
		Name:		Xxxxxxxx Xxxxxxxxxx
		Title:		Secretary

NETHERLANDS OPERATING COMPANY B.V.

By:			/s/ H.M. Koese
			Name:			H. M. Koese
			Title:			Director
CBI NEDERLAND B.V.
By:		/s/ Xxxxx Xxxxx
		Name:				Xxxxx Xxxxx
		Title:				Director

[Signature to Second Amendment to 2015 Note Purchase Agreement]

ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

CHICAGO BRIDGE & IRON (ANTILLES) N.V.

By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Managing Director

XXXXXX TECHNOLOGY HEAT TRANSFER B.V.

By:		/s/ Xxxx X. Xxxxxxxx, Xx.
		Name:			Xxxx X. Xxxxxxxx, Xx.
		Title:			Director
XXXXXXX FINANCE COMPANY B.V.
By:		/s/ Xxxxxxx X. Xxxx
		Name:			Xxxxxxx X. Xxxx
		Title:			Managing Director
CB&I FINANCE COMPANY LIMITED
By:			/s/ Xxxxx X. Xxxxxx
			Name:				Xxxxx X. Xxxxxx
			Title:				Director
CB&I OIL & GAS EUROPE B.V.
By:			/s/ Xxxxxxx X. Xxxx
			Name:				Xxxxxxx X. Xxxx
			Title:				Managing Director

[Signature to Second Amendment to 2015 Note Purchase Agreement]

CBI COLOMBIANA S.A.
By:			/s/ Xxxxxxx X. Xxxx
			Name:				Xxxxxxx X. Xxxx
			Title:				Director

CHICAGO BRIDGE & IRON COMPANY B.V.

By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Managing Director

XXXXXX INTERNATIONAL CORPORATION

By:		/s/ Xxxx X. Xxxxxxxx, Xx.
		Name:		Xxxx X. Xxxxxxxx, Xx.
		Title:		Vice President – Finance – Treasurer
XXX XX ENGINEERING CO., LTD.
By:		/s/ Xxxx X. Xxxxxxxx, Xx.
		Name:		Xxxx X. Xxxxxxxx, Xx.
		Title:		Director

CB&I TECHNOLOGY VENTURES, INC.

(f/k/a XXXXXX CATALYST COMPANY LTD.)

By:			/s/ Xxxx X. Xxxxxxxx, Xx.
			Name:				Xxxx X. Xxxxxxxx, Xx.
			Title:				Vice President & Treasurer
XXXXXX OVERSEAS CORPORATION
By:		/s/ Xxxx X. Xxxxxxxx, Xx.
		Name:			Xxxx X. Xxxxxxxx, Xx.
		Title:			Vice President & Treasurer

CATALYTIC DISTILLATION TECHNOLOGIES

By:		/s/ Xxxx X. Xxxxxxxx, Xx.
		Name:		Xxxx X. Xxxxxxxx, Xx.
		Title:		Management Committee Member

[Signature to Second Amendment to 2015 Note Purchase Agreement]

XXXXXX TECHNOLOGY, INC.
By:		/s/ Xxxx X. Xxxxxxxx, Xx.
		Name:		Xxxx X. Xxxxxxxx, Xx.
		Title:		CFO & Treasurer
CBI SERVICES, LLC
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Assistant Secretary

WOODLANDS INTERNATIONAL INSURANCE COMPANY

By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Director

CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY

By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Director

XXXXXX NOVOLEN TECHNOLOGY GMBH

By:		/s/ Xxxxxxxxx Xxxxxxx
		Name:		Xxxxxxxxx Xxxxxxx
		Title:		Managing Director
CB&I XXXXXX GMBH
By:		/s/ Xxxxxxx Xxxxxxxxxxxx
		Name:		Xxxxxxx Xxxxxxxxxxxx
		Title:		Managing Director
CB&I S.R.O.
By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Managing Director
CBI PERUANA S.A.C.
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		General Manager

[Signature to Second Amendment to 2015 Note Purchase Agreement]

XXXXXX CBI, LIMITED
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Director
CB&I (NIGERIA) LIMITED
By:		/s/ Xxxxxxx Xxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxx Xxxxxxx
		Title:		Director
CB&I SINGAPORE PTE LTD.
By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Director
CB&I NORTH CAROLINA, INC.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

XXXX ALLOY PIPING PRODUCTS, LLC

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Manager
CB&I Xxxxxx LA, L.L.C.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Manager

CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC.

(f/k/a XXXX ENVIRONMENTAL, INC.)

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

[Signature to Second Amendment to 2015 Note Purchase Agreement]

CB&I OVERSEAS (FAR EAST) LTD.
By:		/s/ Xxxxxxx X. Xxxx
		Name:				Xxxxxxx X. Xxxx
		Title:				Director
THE XXXX GROUP INC.
By:		/s/ Xxxxxxx Xxxxx
		Name:				Xxxxxxx Xxxxx
		Title:				Treasurer
XXXXXX GASIFICATION TECHNOLOGY LICENSING COMPANY
By:		/s/ Xxxx X. Xxxxxxxx, Xx.
		Name:				Xxxx X. Xxxxxxxx, Xx.
		Title:				Director
CB&I LAURENS, INC.
By:		/s/ Xxxxxxx X. Xxxx
		Name:				Xxxxxxx X. Xxxx
		Title:				Vice President – Global Tax
CB&I GOVERNMENT SOLUTIONS, INC.
By:		/s/ Xxxxxxx Xxxxx
		Name:				Xxxxxxx Xxxxx
		Title:				Director
XXXX SSS FABRICATORS, INC.
By:		/s/ Xxxxxxx Xxxxx
		Name:				Xxxxxxx Xxxxx
		Title:				Treasurer
CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS)
By:			/s/ Xxxxxx X. Xxxxxxxx
			Name:				Xxxxxx X. Xxxxxxxx
			Title:				Secretary
CBI US HOLDING COMPANY, INC
By:			/s/ Xxxxxx X. Xxxxxxxx
			Name:				Xxxxxx X. Xxxxxxxx
			Title:				Secretary

[Signature to Second Amendment to 2015 Note Purchase Agreement]

CBI HOLDCO TWO, INC
By:			/s/ Xxxxxx X. Xxxxxxxx
			Name:				Xxxxxx X. Xxxxxxxx
			Title:				Secretary
CBI COMPANY BV
By:			/s/Xxxxx Xxxxx
			Name:				Xxxxx Xxxxx
			Title:				Director

[Signature to Second Amendment to 2015 Note Purchase Agreement]

This Amendment is hereby

accepted and agreed to as

of the date thereof.

THE GIBRALTAR LIFE INSURANCE CO., LTD.

By: Prudential Investment Management Japan Co., Ltd., as Investment Manager

By: PGIM, Inc., as Sub-Adviser

By: /s/ Xxxxx X.

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/ Xxxxx X.

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: PGIM, Inc., as investment manager

By: /s/ Xxxxx X.

Vice President

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

[Signature to Second Amendment to 2015 Note Purchase Agreement]

Chicago Bridge & Iron Company (Delaware)

Chicago Bridge & Iron Company N.V.

This Amendment is hereby

accepted and agreed to as

of the date thereof.

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/ Xxxxx X.

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/ Xxxxx X.

Vice President

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

[Signature to Second Amendment to 2015 Note Purchase Agreement]

Chicago Bridge & Iron Company (Delaware)

Chicago Bridge & Iron Company N.V.

This Amendment is hereby

accepted and agreed to as

of the date thereof.

METROPOLITAN LIFE INSURANCE COMPANY

NEW ENGLAND LIFE INSURANCE COMPANY

by Metropolitan Life Insurance Company, Its Investment Manager

By: /s/ Xxxx X. Willis____________________________

Name: Xxxx X. Xxxxx

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/ X. Xxxxx Inglis____________________________

Name: C. Xxxxx Xxxxxx

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.

[Signature to Second Amendment to 2015 Note Purchase Agreement]

Chicago Bridge & Iron Company (Delaware)

Chicago Bridge & Iron Company N.V.

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/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Vice President

We acknowledge that The Lincoln National Life Insurance Company holds $33,000,000 of the Notes.

[Signature to Second Amendment to 2015 Note Purchase Agreement]

Chicago Bridge & Iron Company (Delaware)

Chicago Bridge & Iron Company N.V.

This Amendment is hereby

accepted and agreed to as

of the date thereof.

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

By : /s/ Xxxxxx X. Xxxxxxx

Name:    Xxxxxx X. Xxxxxxx

Title:    Managing Director

We acknowledge that The Guardian Life Insurance Company of America holds $25,000,000 of the Notes.

[Signature to Second Amendment to 2015 Note Purchase Agreement]

Chicago Bridge & Iron Company (Delaware)

Chicago Bridge & Iron Company N.V.

This Amendment is hereby

accepted and agreed to as

of the date thereof.    

GENWORTH LIFE AND ANNUITY INSURANCE COMPANY

GENWORTH LIFE INSURANCE COMPANY OF NEW YORK

By : /s/ Xxxx X. Xxxx

Name: Xxxx X. Xxxx

Title: Investment Officer

We acknowledge that Genworth Life and Annuity Insurance Company holds $13 Million of the Notes and that Genworth Life Insurance Company of New York holds $2 Million of the Notes.

[Signature to Second Amendment to 2015 Note Purchase Agreement]

Chicago Bridge & Iron Company (Delaware)

Chicago Bridge & Iron Company N.V.

This Amendment is hereby

accepted and agreed to as

of the date thereof.

SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY

By : /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Senior Portfolio Manager

We acknowledge that Southern Farm Bureau Life Insurance Company holds $10,000,000 of the Notes.

[Signature to Second Amendment to 2015 Note Purchase Agreement]

Chicago Bridge & Iron Company (Delaware)

Chicago Bridge & Iron Company N.V.

This Amendment is hereby

accepted and agreed to as

of the date thereof.

AMERICAN FAMILY LIFE INSURANCE COMPANY

By : /s/ Xxxxx X. Xxxx

Name: Xxxxx X. Xxxx

Title: Fixed Income Portfolio Manager

We acknowledge that American Family Life Insurance Company holds $5,000,000 of the Notes.

[Signature to Second Amendment to 2015 Note Purchase Agreement]

Chicago Bridge & Iron Company (Delaware)

Chicago Bridge & Iron Company N.V.

This Amendment is hereby

accepted and agreed to as

of the date thereof.

ASSURITY LIFE INSURANCE COMPANY

By /s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Senior Director - Investments

We acknowledge that Assurity Life Insurance Company holds $3,000,000 of the Notes.

[Signature to Second Amendment to 2015 Note Purchase Agreement]

Chicago Bridge & Iron Company (Delaware)

Chicago Bridge & Iron Company N.V.

This Amendment is hereby

accepted and agreed to as

of the date thereof.

CMFG LIFE INSURANCE COMPANY

By: MEMBERS Capital Advisors, Inc.
acting as Investment Advisor

By /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Director, Investments

We acknowledge that CMFG Life Insurance Company holds $3,000,000 of the Notes.

[Signature to Second Amendment to 2015 Note Purchase Agreement]

Chicago Bridge & Iron Company (Delaware)

Chicago Bridge & Iron Company N.V.

EXHIBIT A

(Restricted Payments Covenant in Credit Agreements as in effect on Second Amendment Effective Date)

Restricted Payments. The Company shall not, nor shall it permit any Subsidiary to, declare, make or pay any Restricted Payments in excess of $250,000,000 in the aggregate during any period of twelve (12) consecutive months, other than (a) permitted Restricted Payments listed on Schedule 7.17, (b) payments and prepayments of debt permitted by Section 7.01(j), (c) payments and prepayments of the Transaction Facilities, (d) any Subsidiary may declare and pay dividends ratably with respect to its Equity Interests and (e) other Restricted Payments so long as when each such Restricted Payment is made, on a pro forma basis, the Leverage Ratio of the Company and its Subsidiaries for the most recently-ended period of four-fiscal quarters shall be less than 1.50 to 1.00.

Note: Capitalized terms used in this Exhibit have the meanings ascribed to them in the applicable Credit Agreement and, with respect to the Term Facility, references to Schedule 7.17 and Section 7.01(j) above are to Schedule 7.3(s) and Section 7.3(a)(x), respectively.