CHICAGO BRIDGE & IRON CO N V (Form: 8-K, Received: 12/07/2017 09:37:24)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 6, 2017

CHICAGO BRIDGE & IRON COMPANY N.V.

(Exact name of registrant as specified in its charter)

The Netherlands

(State or other jurisdiction of incorporation)



1-12815	98-0420223
(Commission File Number)	(I.R.S. Employer Identification No.)



Prinses Beatrixlaan 35
2595 AK The Hague
The Netherlands	N.A.
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 31 70 373 2010

N.A.

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

	Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		o



Item 1.01	Entry into a Material Definitive Agreement.

Chicago Bridge & Iron Company N.V. (the “Company” or “CB&I”) has requested, and the Administrative Agent for our credit facilities and Noteholders have agreed to, an extension of time from the previously disclosed milestone of December 8, 2017 to December 18, 2017 to complete the evaluation and negotiation of a transaction.

Specifically, on December 6, 2017 the Company, entered into certain amendments (the “Amendments”) and an extension letter (the “Extension Letter”) with respect to the following debt arrangements and instruments:

•

the Note Purchase and Guarantee Agreement, dated December 27, 2012, by and among Chicago Bridge & Iron (Delaware) (together with the Company, the “Obligors”), the Company and the purchasers party thereto (the “2012 NPA”) with respect to the Company’s (i) 7.15% Senior Notes, Series A, due 2017, (ii) 7.57% Senior Notes, Series B, due 2019, (iii) 8.15% Senior Notes, Series C, due 2022 and (iv) 8.30% Senior Notes, Series D, due 2024 (collectively, the “2012 Notes”);


•	the Note Purchase and Guarantee Agreement, dated as of July 22, 2015, by and among Chicago Bridge & Iron (Delaware), the Company and the purchasers party thereto (the “2015 NPA” and, together with the 2012 NPA, the “NPA’s”) with respect to the Company’s 7.53% Senior Notes due 2025 (the “2015 Notes” and, together with the 2012 Notes, the “Notes”);


•	the Company’s five-year, $1.15 billion committed revolving credit facility (the “Revolving Facility”), with Bank of America N.A. (“BofA”), as administrative agent, and BNP Paribas Securities Corp, BBVA Compass, Crédit Agricole Corporate and Investment Bank (“Crédit Agricole”) and TD Securities, each as syndication agents;


•	the Company’s five-year, $800 million committed revolving credit facility (the “Second Revolving Facility”), with BofA, as administrative agent, and BNP Paribas Securities Corp., BBVA Compass, Crédit Agricole and Bank of Tokyo Mitsubishi UFJ, each as syndication agents; and


•	the Company’s five-year, $500 million term loan (the “Second Term Loan” and collectively, with the Revolving Facility and the Second Revolving Facility, the “Bank Facilities” and collectively, with the Notes, the “Senior Facilities”), with BofA as administrative agent.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of: (i) Ninth Amendment to the 2012 NPA, dated as of December 6, 2017, filed as Exhibit 10.1 hereto; (ii) the Seventh Amendment to the 2015 NPA, dated as of December 6, 2017, filed as Exhibit 10.2 hereto; (iii) that certain letter agreement from Bank of America N.A. as Administrative Agent, dated December 6, 2017, to the Bank Facilities, filed as Exhibit 10.3 hereto; each of which is incorporated by reference herein.



Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 2.03.



Item 9.01	Financial Statements and Exhibits.


(d)	Exhibits

10.1 – Ninth Amendment, dated as of December 6, 2017, to the Note Purchase and Guarantee Agreement, dated as of December 27, 2012, by and among CB&I, Chicago Bridge & Iron Company (Delaware), and each of the noteholders signatory thereto.

10.2 – Seventh Amendment, dated as of December 6, 2017, to the Note Purchase and Guarantee Agreement, dated as of July 22, 2015, by and among CB&I, Chicago Bridge & Iron Company (Delaware), and each of the noteholders signatory thereto.

10.3 – Letter Agreement from Bank of America N.A., as Administrative Agent, dated as of December 6, 2017, to the Credit Agreement, dated as of October 28, 2013, by and among CB&I, Chicago Bridge & Iron Company (Delaware), certain subsidiaries of CB&I signatory thereto, Bank of America, N.A., as administrative agent and collateral agent, and each the Lenders signatory thereto, to the Amended and Restated Revolving Credit Agreement, dated as of July 8, 2015, by and among CB&I, Chicago Bridge & Iron (Delaware), certain subsidiaries of CB&I signatory thereto, Bank of America, N.A., as administrative agent and collateral agent, and each of the Lenders signatory thereto, and to the Term Loan Agreement, dated as of July 8, 2015, by and among CB&I, Chicago Bridge & Iron (Delaware), Bank of America, N.A., as administrative agent and collateral agent, and each of the Lenders signatory thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		CHICAGO BRIDGE & IRON COMPANY N.V.
		By:	Chicago Bridge & Iron Company B.V.
		Its:	Managing Director


Date:	December 7, 2017	By:	/s/ Michael S. Taff
			Michael S. Taff Managing Director (Principal Financial Officer)

EXHIBIT INDEX



Exhibit Number		Exhibit Description

10.1		Ninth Amendment, dated as of December 6, 2017, to the Note Purchase and Guarantee Agreement, dated as of December 27, 2012, by and among CB&I, Chicago Bridge & Iron Company (Delaware), and each of the noteholders signatory thereto.

10.2		Seventh Amendment, dated as of December 6, 2017, to the Note Purchase and Guarantee Agreement, dated as of July 22, 2015, by and among CB&I, Chicago Bridge & Iron Company (Delaware), and each of the noteholders signatory thereto.

10.3		Letter Agreement from Bank of America N.A., as Administrative Agent, dated as of December 6, 2017, to the Credit Agreement, dated as of October 28, 2013, by and among CB&I, Chicago Bridge & Iron Company (Delaware), certain subsidiaries of CB&I signatory thereto, Bank of America, N.A., as administrative agent and collateral agent, and each the Lenders signatory thereto, to the Amended and Restated Revolving Credit Agreement, dated as of July 8, 2015, by and among CB&I, Chicago Bridge & Iron (Delaware), certain subsidiaries of CB&I signatory thereto, Bank of America, N.A., as administrative agent and collateral agent, and each of the Lenders signatory thereto, and to the Term Loan Agreement, dated as of July 8, 2015, by and among CB&I, Chicago Bridge & Iron (Delaware), Bank of America, N.A., as administrative agent and collateral agent, and each of the Lenders signatory thereto.

Exhibit 10.1

NINTH AMENDMENT
TO NOTE PURCHASE AND GUARANTEE AGREEMENT

This Ninth Amendment to Note Purchase and Guarantee Agreement (this “Amendment” ), dated as of December 6, 2017, 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 holders of the Notes (as defined below) 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 from time to time prior to the date hereof, the “ Existing Note Purchase Agreement ” and as amended by this Amendment and as may be further 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 (as amended from time to time prior to the date hereof, the “ Existing Notes ” and as amended and restated pursuant to this Amendment and as may be further amended, amended and restated, supplemented or otherwise modified, the “ Notes ”).

B. That certain letter to Michael S. Taff, dated August 9, 2017 (the “ August 9 Letter ”), provided for, among other things, Milestones (as defined therein) in connection with the sales process for the proposed Tech Business Sale, the completion of a strategic review and the delivery of certain related information by the Obligors to the Noteholders. Specifically, Section 1(d) under the heading “Technology Business Information” established December 8, 2017 as the deadline by which Obligors are required to select a winning Final Offer (as defined therein) and execute an asset or equity purchase and sale agreement. In addition, Section 10.3(b)(4) of the Existing Note Purchase Agreement requires Obligors to execute definitive purchase and sale documentation in respect of the Tech Business Sale on or before December 8, 2017. The required date of satisfaction of the Obligors’ obligations set forth in this Recital shall collectively be referred to herein as the “ December 8 Deadline ”.

C. The Obligors have requested an extension of the December 8 Deadline to December 18, 2017, and the Noteholders have agreed to such extension.

D. The Required Holders are willing to amend the Existing Note Purchase Agreement pursuant to the terms and conditions set forth herein.

E. 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 Required Holders, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, do hereby agree as follows:


SECTION 1.	DEFINITIONS.

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


SECTION 2.	AMENDMENTS TO AUGUST 9 LETTER AND EXISTING NOTE PURCHASE AGREEMENT

(a) Amendment to August 9 Letter . Subject to the terms and conditions set forth herein, effective as of the Ninth Amendment Effective Date, the reference in Section 1(d) under the heading “Technology Business Information” in the August 9 Letter to “December 8, 2017” shall be replaced with a reference to “December 18, 2017”.

(b) Amendments to Existing Note Purchase Agreement . Subject to the terms and conditions set forth herein, effective as of the Ninth Amendment Effective Date, the reference in Section 10.3(b) of the Existing Note Purchase Agreement to “December 8, 2017” shall be replaced with a reference to “December 18, 2017”.


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:

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 (including, without limitation, the acknowledgement and agreement of the Obligors set forth in the last sentence of Section 7.1(l) of the Note Purchase Agreement, after taking into account 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); and

(d) as of the date hereof after giving effect to this Amendment and the Transaction Facilities Amendments, defined below, no Default or Event of Default has occurred which is continuing.


SECTION 4.	EFFECTIVENESS; CONDITIONS PRECEDENT AND CONDITION SUBSEQUENT.

This Amendment and the amendments to the August 9 Letter and the Existing Note Purchase Agreement provided for in Section 2 hereof shall be effective as of the date first written above (the “ Ninth Amendment Effective Date ”) upon the satisfaction of the following conditions precedent:

(a) executed counterparts of this Amendment, duly executed and delivered by the Obligors and the Required Holders 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; and

(c) The Noteholders shall have received a copy of an amendment to each outstanding Transaction Facility, in each case, in the form previously provided to them and otherwise in form and substance reasonably satisfactory to the Noteholders (collectively, the “ Transaction Facilities Amendments ” ).

For purposes of determining compliance with the conditions set forth in this Section 4, each Noteholder that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Amendment to be consented to or approved by or acceptable or satisfactory to such Noteholder, unless the Obligors shall have received notice from such Noteholder prior to the date hereof specifying its objection thereto.

SECTION 5. MISCELLANEOUS.

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

(b) 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.

(c) 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.

(d) This Amendment shall be governed by and construed in accordance with New York law and shall be further subject to the provisions of Section 24.7 and Section 24.8 of the Note Purchase Agreement.

(e) Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

(f) Neither the execution and delivery of this Amendment nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Note Purchase Agreement, the Existing Notes or any of the other Financing Agreements or any obligations thereunder.

(g) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signature pages follow.]

IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the date first written above.

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

By: /s/ Luciano Reyes

Name: Luciano Reyes

Title: Treasurer

CHICAGO BRIDGE & IRON COMPANY N.V.


By:	Chicago Bridge & Iron Company B.V., as its Managing Director

By: /s/ Michael S. Taff

Name: Michael S. Taff
Title: Authorized Signatory

[Signature to Ninth Amendment to 2012 Note Purchase Agreement]

AMERICAN HOME ASSURANCE COMPANY

NEW HAMPSHIRE INSURANCE COMPANY

THE INSURANCE COMPANY OF THE STATE OF

PENNSYLVANIA

COMMERCE AND INDUSTRY INSURANCE COMPANY

AIG PROPERTY CASUALTY COMPANY

AMERICAN GENERAL LIFE INSURANCE COMPANY

(SBM TO WESTERN NATIONAL LIFE INSURANCE

COMPANY)

AMERICAN GENERAL LIFE INSURANCE COMPANY

(SBM TO SUNAMERICA LIFE INSURANCE

COMPANY)

THE UNITED STATES LIFE INSURANCE COMPANY IN

THE CITY OF NEW YORK

AMERICAN GENERAL LIFE INSURANCE COMPANY

THE VARIABLE ANNUITY LIFE INSURANCE

COMPANY


By:	AIG Asset Management (U.S.), LLC, as investment adviser

By: /s/ Marcy Lyons

Name: Marcy Lyons

Title: Managing Director

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

UNITED SERVICES AUTOMOBILE ASSOCIATION

CATASTROPHE REINSURANCE COMPANY

USAA CASUALTY INSURANCE COMPANY

USAA GENERAL INDEMNITY COMPANY

GARRISON PROPERTY & CASUALTY INSURANCE

COMPANY

USAA LIFE INSURANCE COMPANY

By: /s/James F. Jackson, Jr.

Name: James F. Jackson, Jr.

Title: Assistant Vice President

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

MIDLAND NATIONAL LIFE INSURANCE COMPANY

By: Guggenheim Partners Investment Management, LLC, as Investment Manager

By: /s/ Kevin Robinson

Name: Kevin Robinson

Title: Attorney-in-Fact

HORACE MANN LIFE INSURANCE COMPANY

By: Guggenheim Partners Investment Management, LLC, as Advisor

By: /s/ Kevin Robinson

Name: Kevin Robinson

Title: Attorney-in-Fact

NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE COMPANY

By: Guggenheim Partners Investment Management, LLC, as Investment Manager

By: /s/ Kevin Robinson

Name: Kevin Robinson

Title: Attorney-in-Fact

EQUITRUST LIFE INSURANCE COMPANY

By: Guggenheim Partners Investment Management, LLC, as Advisor

By: /s/ Kevin Robinson

Name: Kevin Robinson

Title: Attorney-in-Fact

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

CCP CREDIT ACQUISITION HOLDINGS, L.L.C.

By: Centerbridge Credit Advisors, L.L.C., its managing member

By: /s/ Suzanne V. Clarke ____

Name: Suzanne V. Clarke

Title: Authorized Signatory

CENTERBRIDGE SPECIAL CREDIT PARTNERS III, L.P.

By: Centerbridge Special Credit Partners General Partner III, L.P., its general partner

By: /s/ Suzanne V. Clarke ____

Name: Suzanne V. Clarke

Title: Authorized Signatory

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY


By:	Northwestern Mutual Investment Management Company, LLC, its investment adviser

By: /s/ Michael H. Leske

Name: Michael H. Leske

Title: Managing Director

NORTHWESTERN LONG TERM CARE INSURANCE COMPANY

By: /s/ Michael H. Leske

Name: Michael H. Leske

Title: Managing Director

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

PAN-AMERICAN LIFE INSURANCE COMPANY

By: /s/ Lisa Baudot

Name: Lisa Baudot

Title: Vice President, Securities

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

METROPOLITAN LIFE INSURANCE COMPANY

GENERAL AMERICAN LIFE INSURANCE COMPANY

by Metropolitan Life Insurance Company, its Investment Manager

By: /s/ John Wills

Name: John Wills

Title: Senior Vice President and Managing Director

METLIFE INSURANCE K.K.

by MetLife Investment Advisors, LLC, Its Investment Manager

By: /s/ John Wills

Name: John Wills

Title: Senior Vice President and Managing Director

AXIS REINSURANCE COMPANY

by MetLife Investment Advisors, LLC, its Investment Manager

BRIGHTHOUSE LIFE INSURANCE COMPANY

F/K/A METLIFE INSURANCE COMPANY USA

F/K/A METLIFE INSURANCE COMPANY OF CONNECTICUT AND AS SUCCESSOR BY MERGER TO METLIFE INVESTORS USA INSURANCE COMPANY AND METLIFE INVESTORS INSURANCE COMPANY

by MetLife Investment Advisors, LLC, Its Investment Manager

BRIGHTHOUSE LIFE INSURANCE COMPANY OF NY F/K/A FIRST METLIFE INVESTORS INSURANCE COMPANY

by MetLife Investment Advisors, LLC, Its Investment Manager,

By: /s/ Judith A. Gulotta

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

Name: Judith A. Gulotta

Title: Managing Director

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

MODERN WOODMEN OF AMERICA

By: /s/ Douglas A. Pannier

Name: Douglas A. Pannier

Title: Group Head – Private Placements

By: /s/ Christopher M. Cramer

Name: Christopher M. Cramer

Title: Manager – Fixed Income

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY

By: /s/ Jeffrey A. Fossell ___

Name: Jeffrey A. Fossell

Title: Authorized Signatory

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY


By:	Macquarie Investment Management Advisers, a series of Macquarie Investment Management Business Trust, Attorney in Fact

By: /s/ Karl Spaeth

Name: Karl Spaeth

Title: Vice President

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK


By:	Macquarie Investment Management Advisers, a series of Macquarie Investment Management Business Trust, Attorney in Fact

By: /s/ Karl Spaeth

Name: Karl Spaeth

Title: Vice President

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

UNITED OF OMAHA LIFE INSURANCE COMPANY

By: /s/ Justin P. Kavan ___

Name: Justin P. Kavan

Title: Senior Vice President

MUTUAL OF OMAHA INSURANCE COMPANY

By: /s/ Justin P. Kavan ___

Name: Justin P. Kavan

Title: Senior Vice President

COMPANION LIFE INSURANCE COMPANY

By: /s/ Justin P. Kavan ___

Name: Justin P. Kavan

Title: Senior Vice President

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

NATIONWIDE LIFE INSURANCE COMPANY

NATIONWIDE LIFE AND ANNUITY INSURANCE

COMPANY

By: /s/ Mary Beth Cadle

Name: Mary Beth Cadel

Title: Authorized Signatory

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

ASSURITY LIFE INSURANCE COMPANY

By: /s/ Victor Weber ____

Name: Victor Weber

Title: Senior Director – Investments

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY (F/K/A ING LIFE INSURANCE AND ANNUITY COMPANY)

VOYA INSURANCE AND ANNUITY COMPANY (F/K/A ING USA ANNUITY AND LIFE INSURANCE COMPANY)

RELIASTAR LIFE INSURANCE COMPANY


By:	Voya Investment Management LLC, as Agent

By: /s/ John D. Inwood

Name: John D. Inwood

Title: Vice President

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

FARM BUREAU LIFE INSURANCE COMPANY

By: /s/ Herman L. Riva

Name: Herman L. Riva

Title: Securities Vice President

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Barings LLC as its Investment Advisor

By: /s/ Steven J. Katz

Name: Steven J. Katz

Title: Managing Director & Senior Counsel

C.M. LIFE INSURANCE COMPANY

By: Barings LLC as its Investment Advisor

By: /s/ Steven J. Katz

Name: Steven J. Katz

Title: Managing Director & Senior Counsel

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA

By: Conning, Inc., as Investment Manager

By: /s/ John Petchler _______

Name: John Petchler

Title: Director

PRIMERICA LIFE INSURANCE COMPANY

By: Conning, Inc., as Investment Manager

By: /s/ John Petchler _______

Name: John Petchler

Title: Director

AMERICAN HEALTH AND LIFE INSURANCE COMPANY

By: Conning, Inc., as Investment Manager

By: /s/ John Petchler _______

Name: John Petchler

Title: Director

NATIONAL BENEFIT LIFE INSURANCE COMPANY

By: Conning, Inc., as Investment Manager

By: /s/ John Petchler _______

Name: John Petchler

Title: Director

TRITON INSURANCE COMPANY

By: Conning, Inc., as Investment Manager

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

By: /s/ John Petchler _______

Name: John Petchler

Title: Director

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

CMFG LIFE INSURANCE COMPANY

CUMIS INSURANCE SOCIETY, INC.

By: MEMBERS Capital Advisors, Inc.

Acting as Investment Advisor

By: /s/ Anne M. Finucane ______

Name: Anne M. Finucane

Title: Managing Director, Investments

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

FIDELITY & GUARANTY LIFE INSURANCE COMPANY

By: Blackstone ISG-I Advisors, LLC, as Investment Manager

By: /s/ Jeffrey Iverson _

Name: Jeffrey Iverson

Title: Chief Compliance Officer

[Signature page to Ninth Amendment to 2012 Note Purchase Agreement]

Exhibit 10.2

SEVENTH AMENDMENT
TO NOTE PURCHASE AND GUARANTEE AGREEMENT

This Seventh Amendment to Note Purchase and Guarantee Agreement (this “Amendment” ), dated as of December 6, 2017, 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 holders of the Notes (as defined below) 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 from time to time prior to the date hereof, the “ Existing Note Purchase Agreement ” and as amended by this Amendment and as may be further 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 (as amended from time to time prior to the date hereof, the “ Existing Notes ” and as amended and restated pursuant to this Amendment and as may be further amended, amended and restated, supplemented or otherwise modified, the “ Notes ”).

C. The Obligors have requested an extension of the December 8 Deadline to December 18, 2017, and the Noteholders have agreed to such extension.

D. The Required Holders are willing to amend the Existing Note Purchase Agreement pursuant to the terms and conditions set forth herein.

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


SECTION 1.	DEFINITIONS.

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


SECTION 2.	AMENDMENTS TO AUGUST 9 LETTER AND EXISTING NOTE PURCHASE AGREEMENT

(a) Amendment to August 9 Letter . Subject to the terms and conditions set forth herein, effective as of the Seventh Amendment Effective Date, the reference in Section 1(d) under the heading “Technology Business Information” in the August 9 Letter to “December 8, 2017” shall be replaced with a reference to “December 18, 2017”.

(b) Amendments to Existing Note Purchase Agreement . Subject to the terms and conditions set forth herein, effective as of the Seventh Amendment Effective Date, the reference in Section 10.3(b) of the Existing Note Purchase Agreement to “December 8, 2017” shall be replaced with a reference to “December 18, 2017”.


SECTION 3.	REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.

(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;

(d) as of the date hereof after giving effect to this Amendment and the Transaction Facilities Amendments, defined below, no Default or Event of Default has occurred which is continuing.


SECTION 4.	EFFECTIVENESS; CONDITIONS PRECEDENT AND CONDITION SUBSEQUENT.

This Amendment and the amendments to the August 9 Letter and the Existing Note Purchase Agreement provided for in Section 2 hereof shall be effective as of the date first written above (the “ Seventh Amendment Effective Date ”) upon the satisfaction of the following conditions precedent:

(a) executed counterparts of this Amendment, duly executed and delivered by the Obligors and the Required Holders 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; and

(c) The Noteholders shall have received a copy of an amendment to each outstanding Transaction Facility, in each case, in the form previously provided to them and

otherwise in form and substance reasonably satisfactory to the Noteholders (collectively, the “ Transaction Facilities Amendments ” ).

SECTION 5. MISCELLANEOUS.

(c) 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.

(d) This Amendment shall be governed by and construed in accordance with New York law and shall be further subject to the provisions of Section 24.7 and Section 24.8 of the Note Purchase Agreement.

(g) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall

together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signature pages follow.]

IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the date first written above.

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

By: /s/ Luciano Reyes

Name: Luciano Reyes

Title: Treasurer

CHICAGO BRIDGE & IRON COMPANY N.V.


By:	Chicago Bridge & Iron Company B.V., as its Managing Director

By: /s/ Michael S. Taff

Name: Michael S. Taff
Title: Authorized Signatory

[Signature to Ninth Amendment to 2012 Note Purchase Agreement]

CMFG LIFE INSURANCE COMPANY

By: MEMBERS Capital Advisors, Inc.

Acting as Investment Advisor

By: _/s/_ Anne M. Finucane _______________

Name: Anne M. Finucane

Title: Managing Director, Investments

[Signature page to Seventh Amendment to 2015 Note Purchase Agreement]

METROPOLITAN LIFE INSURANCE COMPANY

By: /s/ John Wills

Name: John Wills

Title: Senior Vice President and Managing Director

METLIFE INSURANCE K.K.

by MetLife Investment Advisors, LLC, Its Investment Manager

By: /s/ John Wills

Name: John Wills

Title: Senior Vice President and Managing Director

NEW ENGLAND LIFE INSURANCE COMPANY

by MetLife Investment Advisors, LLC, Its Investment Manager

SYMETRA LIFE INSURANCE COMPANY

by MetLife Investment Advisors, LLC, Its Investment Manager

By: /s/ Judith A. Gulotta

Name: Judith A. Gulotta

Title: Managing Director

[Signature page to Seventh Amendment to 2015 Note Purchase Agreement]

THE GIBRALTAR LIFE INSURANCE CO., LTD.

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

By: PGIM, Inc., as Sub-Adviser

By: /s/ Elyssa K. McMullen

Name: Elyssa K. McMullen

Title: Vice President

THE PRUDENTIAL INSURANCE COMPANY

OF AMERICA

By: /s/ Elyssa K. McMullen

Name: Elyssa K. McMullen

Title: Vice President

PRUDENTIAL RETIREMENT GUARANTEED

COST BUSINESS TRUST

By: PGIM, Inc., as investment manager

By: /s/ Elyssa K. McMullen

Name: Elyssa K. McMullen

Title: Vice President

[Signature page to Seventh Amendment to 2015 Note Purchase Agreement]

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/ Elyssa K. McMullen

Name: Elyssa K. McMullen

Title: Vice President

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/ Elyssa K. McMullen

Name: Elyssa K. McMullen

Title: Vice President

[Signature page to Seventh Amendment to 2015 Note Purchase Agreement]

GENWORTH LIFE AND ANNUITY INSURANCE COMPANY

By: /s/ Kevin R. Kearns

Name: Kevin R. Kearns

Title: Investment Officer

GENWORTH LIFE INSURANCE COMPANY OF NEW YORK

By: /s/ Kevin R. Kearns

Name: Kevin R. Kearns

Title: Investment Officer

[Signature page to Seventh Amendment to 2015 Note Purchase Agreement]

AMERICAN FAMILY LIFE INSURANCE COMPANY

By: /s/ David L. Voge_________________

Name: David L. Voge

Title: Fixed Income Portfolio Manager

[Signature page to Seventh Amendment to 2015 Note Purchase Agreement]

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY


By:	Macquarie Investment Management Advisers, a series of Macquarie Investment Management Business Trust, Attorney in Fact

By: /s/ Karl Spaeth

Name: Karl Spaeth

Title: Vice President

[Signature page to Seventh Amendment to 2015 Note Purchase Agreement]

ASSURITY LIFE INSURANCE COMPANY

By: /s/ Victor Weber

Name: Victor Weber

Title: Senior Director - Investments

[Signature page to Seventh Amendment to 2015 Note Purchase Agreement]

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

By: _/s/ Amy Carroll______

Name: Amy Carroll

Title: Director

[Signature page to Seventh Amendment to 2015 Note Purchase Agreement]

Exhibit 10.3

December 6, 2017

To: the Lenders party to the 2013 Revolving Credit Agreement as of the date hereof

To: the Lenders party to the 2015 Revolving Credit Agreement as of the date hereof

To: the Lenders party to the 2015 Term Loan Agreement as of the date hereof

To: Chicago Bridge & Iron Company N.V.

To: Chicago Bridge & Iron Company (Delaware)

Ladies and Gentlemen:

Reference is made to (i) that certain Credit Agreement dated as of October 28, 2013 (as amended, modified, supplemented, restated, or amended and restated, the “ 2013 Revolving Credit Agreement ”) among Chicago Bridge & Iron Company N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “ Parent ”), Chicago Bridge & Iron Company (Delaware), a Delaware corporation (the “ Company ”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender, and an L/C Issuer; (ii) that certain Amended and Restated Revolving Credit Agreement dated as of July 8, 2015 (as amended, modified, supplemented, restated, or amended and restated, the “ 2015 Revolving Credit Agreement ”) among the Parent, the Company, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender, and an L/C Issuer; and (iii) that certain Term Loan Agreement dated as of July 8, 2015 (as amended, modified, supplemented, restated, or amended and restated, and, together with the 2013 Revolving Credit Agreement and the 2015 Revolving Credit Agreement, the “ Credit Agreements ”) among the Parent, the Company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the respective Credit Agreement.

Subject to the following paragraph, and in accordance with Section 6.19(a)(iv) of each Credit Agreement, Bank of America, N.A., in its role as Administrative Agent on behalf of each Lender party to a Credit Agreement, hereby extends the due date for execution of definitive transaction documentation with the successful bidder in respect of the Technology Disposition from December 8, 2017 to December 18, 2017 (the “ Proposed Extension ”).

The Proposed Extension is conditional, and shall only take effect, upon the Parent delivering to the Administrative Agent one or more letters, notices or agreements, in each case executed by the requisite holders of NPA Notes, that are (i) collectively or otherwise, sufficient to effect an extension of the due date specified in Section 10.3(b)(4) of each Note Purchase Agreement and (ii) in all respects in form and substance satisfactory to the Administrative Agent, in its sole discretion (which shall preclude, without limitation, any fee or other economic incentive being payable to the holders of the NPAs as a condition to, or consequence of, their agreement to such extension).

This letter agreement is a Loan Document for all purposes under each Credit Agreement.

Chicago Bridge & Iron

Notice of Extension

This letter agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart by telecopy or other electronic means (including .pdf) shall be effective as delivery of a manually executed counterpart of this letter agreement.

This letter agreement shall in all respects be governed by, and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed entirely within such State, and shall be further subject to the provisions of Sections 10.14 and 10.15 of each Credit Agreement.

[ Signature page follows .]

Very truly yours,

BANK OF AMERICA, N.A. ,

as Administrative Agent

By: /s/ Bridgett J. Manduk Mowry__

Name: Bridgett J. Manduk Mowry

Title: Vice President

[ Signature page to December 2017 Extension Letter ]