FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

EXHIBIT 2.9

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT dated as of February 12, 2013 (the or this “Amendment”) to the Note Purchase and Guarantee Agreement (as defined below) is among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the institutions set forth on the signature pages to this Amendment (collectively, the “Noteholders”).

R E C I T A L S:

A. The Obligors and each of the Noteholders have heretofore entered into the Note Purchase and Guarantee Agreement dated as of December 27, 2012 (the “Note Purchase Agreement”), pursuant to which the Company issued (i) U.S.$150,000,000 aggregate principal amount of its 4.15% Senior Notes, Series A, due December 27, 2017, (ii) U.S.$225,000,000 aggregate principal amount of its 4.57% Senior Notes, Series B, due December 27, 2019, (iii) U.S.$275,000,000 aggregate principal amount of its 5.15% Senior Notes, Series C, due December 27, 2022, and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024.

B. The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

C. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

D. All requirements of law have been fully complied with and all other acts and things necessary to make this Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, the Obligors and the Noteholders, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, do hereby agree as follows:

SECTION 1. AMENDMENT.

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

“Priority Debt” means (without duplication), as of the date of any determination thereof, the sum of (i) all unsecured Indebtedness of Subsidiaries (other than the Company), including all of their Guaranties of Indebtedness of any Obligor, but excluding (v) Indebtedness owing to any Obligor or any other Subsidiary, (w) Indebtedness outstanding at the time such Person became a Subsidiary, provided that such Indebtedness has not been incurred in contemplation of such person becoming a Subsidiary, (x) the Subsidiary Guarantees and all Guaranties of Indebtedness of any

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

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.

Section 2.1. To induce the Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), each Obligor represents and warrants to the Noteholders that:

(a) this Amendment has been duly authorized, executed and delivered by it and this Amendment constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(b) the Note Purchase Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(c) the execution, delivery and performance by such Obligor of this Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including, without limitation, any Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c);

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

(e) all of the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by such Obligor on and as of the date hereof, except to the extent that such representations and warranties expressly relate solely to an earlier date or due solely as a result of actions taken by the Obligors in accordance with the covenants set forth in the Note Purchase Agreement.

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SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.

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

(a) executed counterparts of this Amendment, duly executed by the Obligors and the holders of not less than 51% of the outstanding principal of the Notes and consented to by the Subsidiary Guarantors shall have been delivered to the Noteholders;

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

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

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

SECTION 4. MISCELLANEOUS.

Section 4.1. This Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

Section 4.2. Each Subsidiary Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under its Subsidiary Guarantee, and (c) agrees that this Amendment and all documents delivered in connection herewith do not operate to reduce or discharge its obligations under the Note Purchase Agreement or its Subsidiary Guarantee.

Section 4.3. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Note Purchase Agreement without making specific reference to this Amendment but nevertheless all such references shall include this Amendment unless the context otherwise requires.

Section 4.4. The descriptive headings of the various Sections or parts of this Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

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

[Remainder of Page Intentionally Blank]

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

Very truly yours,
CHICAGO BRIDGE & IRON COMPANY     (DELAWARE), as the Company
By		/s/ Xxxxxx X. Xxxxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxxxx
		Title: Authorized Signatory
CHICAGO BRIDGE & IRON COMPANY N.V., as     the Parent Guarantor
By: Chicago Bridge & Iron Company B.V., as     its Managing Director
By		/s/ Xxxxxx X. Xxxxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxxxx
		Title: Director

[Signature Page to First Amendment]

Consented to by the Subsidiary Guarantors:
CHICAGO BRIDGE & IRON COMPANY, a Delaware corporation
By:		/s/ Xxxxxx X. Xxxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Authorized Signatory
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
By:		/s/ Xxxxxx X. Xxxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Authorized Signatory
CB&I TYLER COMPANY
By:		/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Treasurer
CB&I INC.
By:		/s/ Xxxxxx X. Xxxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Authorized Signatory
CHICAGO BRIDGE & IRON COMPANY, an Illinois corporation
By:		/s/ Xxxxxx X. Xxxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Authorized Signatory

[Signature Page to First Amendment]

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
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
CB&I COMPANY LTD.
By:		/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Treasurer

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

CBI VENEZOLANA, S.A.
By:		/s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President
CBI MONTAJES DE CHILE LIMITADA
By:		/s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Legal Representative
CBI CONSTRUCCIONES S.A.
By:		/s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Alternate Director
CB&I (EUROPE) B.V.
By:		/s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
CBI EASTERN ANSTALT
By:		/s/ Xxxxxxx Xxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxx Xxxxxxx
Title: Director

[Signature Page to First Amendment]

CBI LUXEMBOURG S.a.r.L.
By:		/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
CMP HOLDINGS B.V.
By:		/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Director
CBI CONSTRUCTORS PTY LTD
By:		/s/ Xxxxxx X. Xxxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Authorized Signatory
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

[Signature Page to First Amendment]

CBI CONSTRUCTORS (PNG) PTY, LIMITED
By:		/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Director
CBI CONSTRUCTORS LIMITED
By:		/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
CB&I HOLDINGS (U.K.) LIMITED
By:		/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
CB&I UK LIMITED
By:		/s/ Xxxxxx X. Xxxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Authorized Signatory
CB&I XXXXXX CREST LTD.
By:		/s/ L.T.M. Xxxxxx
Name: L.T.M. Xxxxxx
Title: Managing Director

[Signature Page to First Amendment]

CB&I MALTA LIMITED
By:		/s/ L.T.M. Xxxxxx
Name: L.T.M. Xxxxxx
Title: Secretary
LUTECH RESOURCES LIMITED
By:		/s/ L.T.M. Xxxxxx
Name: L.T.M. Xxxxxx
Title: Managing Director
NETHERLANDS OPERATING COMPANY B.V.
By:		/s/ Xxxx X. Csoti
Name: Xxxx X. Csoti
Title: Director
CB&I NEDERLAND B.V.
By:		/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
ARABIAN GULF MATERIAL SUPPLY     COMPANY, LTD.
By:		/s/ Xxxxxxxx Loft
Name: Xxxxxxxx Loft
Title: Authorized Signatory
PACIFIC RIM MATERIAL SUPPLY     COMPANY, LTD.
By:		/s/ Xxxxxxxx Loft
Name: Xxxxxxxx Loft
Title: Authorized Signatory

[Signature Page to First Amendment]

SOUTHERN TROPIC MATERIAL SUPPLY     COMPANY, LTD.
By:		/s/ Xxxxxxxx Loft
Name: Xxxxxxxx Loft
Title: Authorized Signatory
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/ Xxxx X. Xxxxxxxx, Xx.
Name: Xxxx X. Xxxxxxxx, Xx.
Title: Director
XXXXXXX FINANCE COMPANY B.V.
By:		/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Managing Director
CB&I FINANCE COMPANY LIMITED
By:		/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory

[Signature Page to First Amendment]

CB&I OIL & GAS EUROPE B.V.
By:		/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Managing Director
CBI COLOMBIANA S.A.
By:		/s/ Xxxxxx X. Xxxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Authorized Signatory
CHICAGO BRIDGE & IRON COMPANY B.V.
By:		/s/ Xxxxxx X. Xxxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Director
XXXXXX INTERNATIONAL CORPORATION
By:		/s/ Xxxx X. Xxxxxxxx, Xx.
Name: Xxxx X. Xxxxxxxx, Xx.
Title: Vice President & Treasurer
XXX XX ENGINEERING CO., LTD.
By:		/s/ Xxxx X. Xxxxxxxx, Xx.
Name: Xxxx X. Xxxxxxxx, Xx.
Title: Vice President & Treasurer
XXXXXX CATALYST COMPANY LTD.
By:		/s/ Xxxx X. Xxxxxxxx, Xx.
Name: Xxxx X. Xxxxxxxx, Xx.
Title: Vice President & Treasurer

[Signature Page to First Amendment]

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: Managing Committee Member
XXXXXX TECHNOLOGY INC.
By:		/s/ Xxxx X. Xxxxxxxx, Xx.
Name: Xxxx X. Xxxxxxxx, Xx.
Title: Senior Vice President, Treasurer & CFO
CBI SERVICES, INC.
By:		/s/ Xxxxxx X. Xxxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Authorized Signatory
WOODLANDS INTERNATIONAL INSURANCE COMPANY LIMITED
By:		/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory

[Signature Page to First Amendment]

CBI HUNGARY HOLDING LIMITED LIABILITY COMPANY
By:		/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Managing Director
XXXXXX NOVOLEN TECHNOLOGY GMBH
By:		/s/ Xxxxxxxxx Xxxxxxx
Name: Xxxxxxxxx Xxxxxxx
Title: Managing Director
CB&I XXXXXX GMBH
By:		/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
CB&I S.R.O.
By:		/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Managing Director
CBI PERUANA S.A.C.
By:		/s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: General Manager
XXXXXX CBI LIMITED
By:		/s/ Xxxxxx X. Xxxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Authorized Signatory

[Signature Page to First Amendment]

CBI (NIGERIA) LIMITED
By:		/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Secretary
CB&I SINGAPORE PTE LTD.
By:		/s/ Xxxxxx Xxxx-Xxxxxx
Name: Xxxxxx Xxxx-Xxxxxx
Title: Director

[Signature Page to First Amendment]

Accepted and Agreed to:

AMERICAN HOME ASSURANCE COMPANY
CHARTIS PROPERTY CASUALTY COMPANY
COMMERCE AND INDUSTRY INSURANCE COMPANY
NEW HAMPSHIRE INSURANCE COMPANY
THE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA
AMERICAN GENERAL LIFE INSURANCE COMPANY (S/B/M TO SUNAMERICA LIFE INSURANCE COMPANY)
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
AMERICAN GENERAL LIFE INSURANCE COMPANY (S/B/M TO WESTERN NATIONAL LIFE INSURANCE COMPANY)
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:		AIG Asset Management (U.S.), LLC, as Investment Adviser
By:		/s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Managing Director

[Signature Page to First Amendment to Note Purchase Agreement]

Accepted and Agreed to:

MIDLAND NATIONAL LIFE INSURANCE COMPANY
By:		Guggenheim Partners Investment Management, LLC
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Managing Director
NORTH AMERICAN COMPANY FOR LIFE AND HEALTH     INSURANCE
By:		Guggenheim Partners Investment Management, LLC
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Managing Director
SECURITY BENEFIT LIFE INSURANCE COMPANY
By:		Guggenheim Partners Investment Management, LLC, as Sub-Advisor
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Managing Director
WILTON REASSURANCE COMPANY
By:		Guggenheim Partners Investment Management, LLC
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Managing Director

[Signature Page to First Amendment to Note Purchase Agreement]

Accepted and Agreed to:

TEXAS LIFE INSURANCE COMPANY
By:		Guggenheim Partners Investment Management, LLC
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Managing Director
WILTON REASSURANCE COMPANY OF NEW YORK
By:		Guggenheim Partners Investment Management, LLC
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Managing Director
WILSHIRE INSTITUTIONAL MASTER FUND SPC-     GUGGENHEIM ALPHA SEGREGATED PORT
By:		Guggenheim Partners Investment Management, LLC
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Managing Director
RETIREMENT SYSTEM OF THE TENNESSEE VALLEY     AUTHORITY
By:		Guggenheim Partners Investment Management, LLC
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Managing Director

[Signature Page to First Amendment to Note Purchase Agreement]

Accepted and Agreed to:

SECURITY INCOME FUND - MACRO OPPORTUNITIES SERIES
By:		Guggenheim Partners Investment Management, LLC
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Managing Director
SECURITY INCOME FUND-TOTAL RETURN BOND SERIES
By:		Guggenheim Partners Investment Management, LLC
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Managing Director
EQUITRUST LIFE INSURANCE COMPANY
By:		Guggenheim Partners Investment Management, LLC as Advisor
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Managing Director
XXXXXX XXXX LIFE INSURANCE COMPANY
By:		Guggenheim Partners Investment Management, LLC
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Managing Director

[Signature Page to First Amendment to Note Purchase Agreement]

Accepted and Agreed to:

SECURITY INCOME FUND - U.S. INTERMEDIATE BOND  SERIES
By: Security Investors, LLC as Investment Adviser
By:		/s/ Xxx X. Xxx
		Name: Xxx X. Xxx
		Title: Senior Vice President
SBL FUND — SERIES E
By: Security Investors, LLC as Investment Adviser
By:		/s/ Xxx X. Xxx
		Name: Xxx X. Xxx
		Title: Senior Vice President
THE CALIFORNIA ENDOWMENT
By: Guggenheim Partners Investment Management, LLC as Manager
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Managing Director
RYDEX SERIES FUNDS - LONG SHORT INTEREST RATE     STRATEGY FUND
By: Security Investors, LLC as Investment Adviser
By:		/s/ Xxx X. Xxx
		Name: Xxx X. Xxx
		Title: Senior Vice President

[Signature Page to First Amendment to Note Purchase Agreement]

Accepted and Agreed to:

UNITED SERVICES AUTOMOBILE ASSOCIATION
CATASTROPHE REINSURANCE COMPANY
USAA CASUALTY INSURANCE COMPANY
USAA GENERAL INDEMNITY COMPANY
XXXXXXXX PROPERTY & CASUALTY INSURANCE     COMPANY
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Vice President
USAA LIFE INSURANCE COMPANY
By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Vice President

[Signature Page to First Amendment to Note Purchase Agreement]

Accepted and Agreed to:

METLIFE INVESTORS INSURANCE COMPANY
by Metropolitan Life Insurance Company, its Investment Manager
FIRST METLIFE INVESTORS INSURANCE COMPANY
by Metropolitan Life Insurance Company, its Investment Manager
GENERAL AMERICAN LIFE INSURANCE COMPANY
by Metropolitan Life Insurance Company, its Investment Manager
METLIFE INVESTORS USA INSURANCE COMPANY
by Metropolitan Life Insurance Company, its Investment Manager
METLIFE INSURANCE COMPANY OF CONNECTICUT
by Metropolitan Life Insurance Company, its Investment Manager
METROPOLITAN LIFE INSURANCE COMPANY
By		/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: Managing Director
METLIFE ALICO LIFE INSURANCE K.K.
by MetLife Investment Management, LLC, its Investment Manager
By		/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: Managing Director

[Signature Page to First Amendment to Note Purchase Agreement]

Accepted and Agreed to:

THE NORTHWESTERN MUTUAL LIFE INSURANCE     COMPANY
NORTHWESTERN LONG TERM CARE INSURANCE     COMPANY
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Its Authorized Agent

[Signature Page to First Amendment to Note Purchase Agreement]

Accepted and Agreed to:

ING LIFE INSURANCE AND ANNUITY COMPANY
ING USA ANNUITY AND LIFE INSURANCE COMPANY
RELIASTAR LIFE INSURANCE COMPANY
By:		ING Investment Management LLC, as Agent
By:		/s/ Xxxxxxxxxxx X. Xxxxx
		Name:   Xxxxxxxxxxx X. Xxxxx
		Title:     Senior Vice President

[Signature Page to First Amendment to Note Purchase Agreement]

Accepted and Agreed to:

FIDELITY & GUARANTY LIFE INSURANCE COMPANY
By:		/s/ Xxxxxx Xxxxxxxxxx
		Xxxxxx Xxxxxxxxxx
		Vice President

[Signature Page to First Amendment to Note Purchase Agreement]

Accepted and Agreed to:

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By:		Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact
By:		/s/ Xxxx Xxxxxx, Xx. CFA
		Name: Xxxx Xxxxxx, Xx. CFA
		Title:   Vice President
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
By:		Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact
By:		/s/ Xxxx Xxxxxx, Xx. CFA
		Name: Xxxx Xxxxxx, Xx. CFA
		Title:   Vice President

[Signature Page to First Amendment to Note Purchase Agreement]

Chicago Bridge & Iron

Accepted and Agreed to:

NATIONWIDE LIFE INSURANCE COMPANY
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
By:		/s/ Xxxx Xxxx Xxxxx
		Xxxx Xxxx Xxxxx
		Authorized Signatory

[Signature Page to First Amendment to Note Purchase Agreement]

Accepted and Agreed to:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:		Babson Capital Management LLC as Investment Adviser
By:		/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title:   Managing Director
C.M. LIFE INSURANCE COMPANY
By:		Babson Capital Management LLC as Investment Adviser
By:		/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title:   Managing Director

[Signature Page to First Amendment to Note Purchase Agreement]

Accepted and Agreed to:

UNITED OF OMAHA LIFE INSURANCE COMPANY
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name: Xxxxxx X. Xxxxxxxx
		Title:   Senior Vice President
MUTUAL OF OMAHA LIFE INSURANCE COMPANY
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name: Xxxxxx X. Xxxxxxxx
		Title:   Senior Vice President
COMPANION LIFE INSURANCE COMPANY
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name: Xxxxxx X. Xxxxxxxx
		Title:   An Authorized Signer

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Accepted and Agreed to:

MODERN WOODMEN OF AMERICA
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Group Head — Private Placements

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Accepted and Agreed to:

AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title:   Authorized Signatory

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Accepted and Agreed to:

CMFG LIFE INSURANCE COMPANY
CMFG LIFE INSURANCE COMPANY-MODCO
CUMIS INSURANCE SOCIEITY, INC.
By:		MEMBERS Capital Advisors, Inc.
		Acting as Investment Advisor
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title:   Managing Director, Investments

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Accepted and Agreed to:

SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA
By:		Conning, Inc., as Investment Manager
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title:   Director
PRIMERICA LIFE INSURANCE COMPANY
By:		Conning, Inc., as Investment Manager
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title:   Director
AMERICAN HEALTH AND LIFE INSURANCE COMPANY
By:		Conning, Inc., as Investment Manager
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title:   Director

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Accepted and Agreed to:

PHOENIX LIFE INSURANCE COMPANY
By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title:   Senior Managing Director, Private Placements
PHL VARIABLE INSURANCE COMPANY
By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title:   Its Duly Authorized Officer

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Accepted and Agreed to:

FARM BUREAU LIFE INSURANCE COMPANY
By:		/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title:   Securities Vice President

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Accepted and Agreed to:

SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:   Portfolio Manager

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Accepted and Agreed to:

ASSURITY LIFE INSURANCE COMPANY
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title:   Senior Director - Investments

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Accepted and Agreed to:

PAN-AMERICAN LIFE INSURANCE COMPANY
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Vice President, Securities

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