FIRST AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT

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 & Xxxxxxx, 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 & Xxxxxxx, Inc. (the “Transferred Company”) is the direct or indirect owner of the following Subsidiaries: CB&I Contractors, Inc., Xxxx Nuclear Services, Inc., Field Services, LLC, CB&I Nuclear Technology Solutions, LLC, Xxxx Global Services, LLC, CB&I Stone & Xxxxxxx Construction, Inc., CB&I Stone & Xxxxxxx International, Inc., Stone & Xxxxxxx Services, LLC and CB&I Stone & Xxxxxxx 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 Xxxxxxx and Xxxxxx 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/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Authorized Signatory

[Signature to 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 INC.
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 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

[Signature to Amendment to 2015 Note Purchase Agreement)]

XXXX-XXXXX INTERNATIONAL, L.L.C.
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer

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

[Signature to Amendment to 2015 Note Purchase Agreement)]

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

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

CBI LUXEMBOURG S.a.r.L.
By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		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/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Director

Executed by CBI Constructors Pty Ltd ACN 000 612 411 in accordance with section 127 of the Corporations Xxx 0000:
Xxx Xxxxxxx Bendesh /s/ Xxx Xxxxxxx Bendesh				Xxxx Xxxxx /s/ Xxxx Xxxxx
Director/company secretary				Director
/s/ XXX XXXXXXX BENDESH				/s/ XXXX XXXXX
Name of director/company secretary (BLOCK LETTERS)				Name of director (BLOCK LETTERS)

CBI ENGINEERING AND CONSTRUCTION       CONSULTANT (SHANGHAI) CO. LTD.
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Chairman

CBI (PHILIPPINES), INC.
By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		President

CBI OVERSEAS, LLC
By:		/s/ Xxxxxx Xxxxxxxx
		Name:		Xxxxxx Xxxxxxxx
		Title:		Secretary

CBI CONSTRUCTORS (PNG) PTY. LIMITED
By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Director

[Signature to 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/ Xxxxxxx X. Xxxxxxxx, Xx.
		Name:		Xxxxxxx X. Xxxxxxxx, Xx.
		Title:		Director

CB&I XXXXXX CREST LTD.
By:		/s/ L.T.M. Xxxxxx
		Name:		L.T.M. Xxxxxx
		Title:		Managing Director

CB&I MALTA LIMITED
By:		/s/ L.T.M. Xxxxxx
		Name:		L.T.M. Xxxxxx
		Title:		Director

LUTECH RESOURCES LIMITED
By:		/s/ L.T.M. Xxxxxx
		Name:		L.T.M. Xxxxxx
		Title:		Director

NETHERLANDS OPERATING COMPANY       B.V.
By:		/s/ Xxxx X. Csoti
		Name:		Xxxx X. Csoti
		Title:		Director

[Signature to Amendment to 2015 Note Purchase Agreement)]

CBI NEDERLAND B.V.
By:		/s/ Xxxx X. Csoti
		Name:		Xxxx X. Csoti
		Title:		Director

ARABIAN GULF MATERIAL SUPPLY       COMPANY, LTD.
By:		/s/ Xxxxxxxx X. Loft
		Name:		Xxxxxxxx X. Loft
		Title:		Director

PACIFIC RIM MATERIAL SUPPLY       COMPANY, LTD.
By:		/s/ Xxxxxxxx X. Loft
		Name:		Xxxxxxxx X. Loft
		Title:		Director

SOUTHERN TROPIC MATERIAL SUPPLY       COMPANY, LTD.
By:		/s/ Xxxxxxxx X. Loft
		Name:		Xxxxxxxx X. Loft
		Title:		Director

CHICAGO BRIDGE & IRON (ANTILLES) N.V.
By:		/s/ Xxxxxxx Xxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxx Xxxxxxx
		Title:		Managing Director

XXXXXX TECHNOLOGY HEAT TRANSFER       B.V.
By:		/s/ Xxxxxxx X. Xxxxxxxx, Xx.
		Name:		Xxxxxxx X. Xxxxxxxx, Xx.
		Title:		Director

XXXXXXX FINANCE COMPANY B.V.
By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Managing Director

[Signature to Amendment to 2015 Note Purchase Agreement)]

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

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

[Signature to Amendment to 2015 Note Purchase Agreement)]

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

XXXXXX TECHNOLOGY, INC.
By:		/s/ Xxxx X. Xxxxxxxx, Xx.
		Name:		Xxxx X. Xxxxxxxx, Xx.
		Title:		CFO & Treasurer

CBI SERVICES, INC.
By:		/s/ Xxxxxx Xxxxxxxx
		Name:		Xxxxxx Xxxxxxxx
		Title:		Director

WOODLANDS INTERNATIONAL INSURANCE COMPANY
By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Director

CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY
By:		/s/ Xxxxxxxx X. Xxxxxxx
		Name:		Xxxxxxxx X. Xxxxxxx
		Title:		Managing Director

XXXXXX NOVOLEN TECHNOLOGY GMBH
By:		/s/ Xxxxxxxxx Xxxxxxx
		Name:		Xxxxxxxxx Xxxxxxx
		Title:		Managing Director

[Signature to Amendment to 2015 Note Purchase Agreement)]

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 Xxxx
		Name:		Xxxxx Xxxx
		Title:		General Manager

XXXXXX CBI LIMITED
By:		/s/ Xxxx X. Xxxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxxx
		Title:		President

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

[Signature to Amendment to 2015 Note Purchase Agreement)]

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 CONTRACTORS INC. (f/k/a XXXX CONSTRUCTORS, INC.)
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

CB&I STONE & XXXXXXX CONSTRUCTION, INC.
(f/k/a STONE & XXXXXXX CONSTRUCTION, INC.)
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

CB&I STONE & XXXXXXX, INC. (f/k/a STONE & XXXXXXX, INC.)
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

CB&I STONE & XXXXXXX ASIA, INC. (f/k/a STONE & XXXXXXX ASIA, INC.)
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC. (f/k/a XXXX ENVIRONMENTAL, INC.)
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director

[Signature to 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

[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/ Xxxxx X. Xxxxxxxx
				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. Xxxxxxxx
		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/ Xxxxx X. Xxxxxxxx
				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/ Xxxxx X. Xxxxxxxx
				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. Xxxxxxxx
				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/ Xxxx Xxxxx
		Name:		Xxxx 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/ Xxxx Xxxxx
		Name:		Xxxx Xxxxx
		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/ Xxxx Xxxxxx
				Name:		Xxxx Xxxxxx
				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/ 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.

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/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		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/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		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/ 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.

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/ 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.

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CHICAGO BRIDGE & IRON COMPANY N.V.

AMENDMENT TO 2015 NOTE PURCHASE AND GUARANTEE AGREEMENT