EX-10.2


 Exhibit 10.2 

EIGHTH AMENDMENT 
 TO
NOTE PURCHASE AND GUARANTEE AGREEMENT 
 This Eighth Amendment to Note Purchase and Guarantee Agreement (this “Eighth
Amendment”), dated as of December 18, 2017 (the “Eighth Amendment Effective Date”), 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”), each of the Subsidiary Guarantors set forth on the signature pages to this Amendment 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 may be amended, amended and restated,
supplemented or otherwise modified, the “Notes”). 
 B. In order to facilitate consummation of the Hydra Transaction
(defined below), the Obligors have requested certain amendments to and waivers of certain provisions in the Existing Note Purchase Agreement and the Subsidiary Guarantee (as in effect prior to the date hereof, the “Existing Subsidiary
Guarantee” and as amended by this Amendment and as may be further amended, amended and restated, supplemented or otherwise modified, the “Subsidiary Guarantee”) (the “Hydra Amendments and Waivers”).

 C. All holders of Notes are willing to agree to the Hydra Amendments and Waivers pursuant to the terms and conditions set forth herein.

 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 signatory hereto, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, do hereby agree as follows: 

SECTION 1. NEW AND AMENDED DEFINITIONS. 

Section 1.1 Existing Defined Terms. All capitalized terms used and not defined herein have the respective
meanings attributable thereto in the Note Purchase Agreement. 






 Section 1.2 New Defined Terms. The following defined terms are
hereby added to Schedule B to the Existing Note Purchase Agreement in the appropriate alphabetical order: 
 “Bankruptcy
Event” means the occurrence of an Event of Default under any of Sections 11(h), (i) or (j) with respect to either Obligor (other than an Event of Default described in clause (i) of Section 11(h) or described in clause
(vi) of Section 11(h) by virtue of the fact that such clause encompasses clause (i) of Section 11(h)). 

“Beaumont Facility” means the real and personal property more particularly described as the “Property” and the
74.091 acre tract identified as Tract No. 1 in that certain Special Warranty Deed, dated effective August 3, 2007, from Trinity Industries, Inc., as Grantor thereunder, to 850 Pine Street, Inc., as Grantee thereunder, recorded as
Instrument Number 2007030857 in the Official Public Records of Jefferson County, Texas. 
 “Business Combination Agreement”
means the Business Combination Agreement among the Parent Guarantor and certain of its Affiliates and Moon (as such term is defined in the Business Combination Agreement) and certain of its Affiliates, dated (and as in effect on) the date hereof.

 “Continuing Bilateral LOC Credit Facilities” means those Bilateral LOC Credit Facilities (as defined in the
Intercreditor Agreement) which, either as evidenced by a confirmatory letter delivered by the relevant Bilateral Bank (as defined in the Intercreditor Agreement) on or prior to the Eighth Amendment Effective Date, or as set forth on Annex 2 hereto,
will remain available following completion of the Hydra Transaction. 
 “Covenant Relief Period” means the period
commencing on and including the Eighth Amendment Effective Date and ending on the Hydra Termination Date. 
 “Eighth
Amendment” means the Eighth Amendment to Note Purchase and Guarantee Agreement, dated as of December 18, 2017, to which the Obligors and the holders of Notes are parties. 

“Eighth Amendment Effective Date” has the meaning set forth in the Eighth Amendment. 

“German Security Agreement” means each of the Security Documents expressed to be governed by the laws of Germany covering any
Note Party’s present and future Collateral located in, or subject to the laws of, Germany. 
 “Hydra Commitment
Letter” means the debt commitment letter and related agreements in respect of bridge and takeout facilities, a revolving credit facility and a letter of credit facility, dated (and as in effect on) the date hereof, executed by Barclays Bank
plc, Crédit Agricole Corporate and Investment Bank and Goldman Sachs Bank USA committing such signatories, subject to the terms and conditions set forth therein, to provide financing necessary to consummate the Hydra Transaction and to
provide funding required for the continued operation of all the entities that will be affiliated after consummation of the Hydra Transaction. 

  
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 “Hydra Outside Date” means the later of (i) June 18, 2018 or
(ii) such later date (if any) to which the Obligors and the Required Holders consent in writing. 
 “Hydra Termination
Date” means either (i) the date on which the Required Holders give written notice to the Obligors that a Hydra Termination Event has occurred and they are terminating the Covenant Relief Period or (ii) the occurrence of a
Bankruptcy Event. 
 “Hydra Termination Event” means the occurrence of any one or more of the following without the
prior written consent of the Required Holders: 
 (a) the Hydra Outside Date; 

(b) (i) the termination of either Hydra Transaction Document or (ii) a Material Amendment is made to either Hydra
Transaction Document; 
 (c) the occurrence of an Event of Default; 

(d) (i) the joint proxy statement/prospectus relating to the Comet Shareholders Meeting and the Moon Stockholders Meeting (as
each such term is defined in the Business Combination Agreement) shall not have been filed with the SEC on or before February 15, 2018, (ii) a solicitation/recommendation statement on Schedule 14D-9 in
respect of the prospective Hydra Transaction shall not have been filed with the SEC within 10 Business Days after the commencement of the Exchange Offer (as such term is defined in the Business Combination Agreement), (iii) all notices required to
call the Comet Shareholders Meeting shall not have been sent on or before May 18, 2018 or (iv) the Comet Shareholders Meeting or the Moon Stockholders Meeting, including any reconvened Comet Shareholders Meeting or Moon Stockholders
Meeting pursuant to the Business Combination Agreement, shall have concluded and the Comet Shareholder Approval or Moon Shareholder Approval (as each such term is defined in the Business Combination Agreement), as applicable, shall not have been
obtained (provided that no Hydra Termination Event under this clause (iv) shall occur until seven days after the date of the relevant Comet Shareholders Meeting or Moon Stockholders Meeting in respect of the prospective Hydra Transaction); or

 (e) there is a Comet Change in Recommendation (as such term is defined in the Business Combination Agreement). 

“Hydra Transaction” means, collectively, all of the transactions contemplated by the Business Combination Agreement. 

“Hydra Transaction Closing” means the closing of the Hydra Transaction. 

“Hydra Transaction Document” means, collectively, (a) the Business Combination Agreement and (b) the Hydra
Commitment Letter. 
 “LC Facility” has the meaning specified in the Hydra Commitment Letter. 

“Material Amendment” means 

  
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 (a) in the case of the Business Combination Agreement, any amendment thereto that
materially and adversely impacts the holders of the Notes, entered into without the prior written consent of the Required Holders, including but not limited to 

(i) an amendment to increase or decrease the Exchange Offer Ratio (as defined in the Business Combination Agreement) by more
than 10%, 
 (ii) including new or additional, or otherwise expanding or modifying, any conditions to the Hydra Transaction
Closing, provided that this clause (ii) does not apply to any waiver or removal of any such condition, or 
 (iii) any
amendment that is reasonably likely to prevent or delay or impair the ability of the Company or Moon to consummate the Hydra Transaction Closing on or before the Hydra Outside Date or any extension of the Termination Date (as such term is defined in
the Business Combination Agreement) or any amendment of Article 9 of the Business Combination Agreement that would result de facto in an extension of the Termination Date; and 

(b) in the case of the Hydra Commitment Letter and/or any Continuing Bilateral LOC Facility, any amendment thereto that
materially and adversely impacts the holders of Notes, entered into without the prior written consent of the Required Holders, including but not limited to 

(i) after accounting for any assumption or replacement of such obligations by another lender, bookrunner, underwriter, arranger
or similar entity within 10 days thereafter, any one or more reductions in the commitments under the Revolving Facility, the LC Facility, the Term C Facility and/or availability under the Continuing Bilateral LOC Credit Facilities that aggregate
$75,000,000 or more, 
 (ii) after accounting for any assumption or replacement of such commitments by another lender,
bookrunner, underwriter, arranger or similar entity within 10 days thereafter, any one or more reductions in the commitments under either or both of the Term B Facility and the Bridge Facilities (as each such term is defined in the Hydra Commitment
Letter) that aggregate $50,000,000 or more, 
 (iii) after accounting for any assumption or replacement of such obligations
by another lender, bookrunner, underwriter, arranger or similar entity within 10 days thereafter, any one or more reductions in the commitments under the Facilities (as defined in the Hydra Commitment Letter) and/or availability under the Continuing
Bilateral LOC Credit Facilities that aggregate more than $100,000,000, 
 (iv) any change to the use of funds to be advanced
under any of the Term B Facility or the Bridge Facilities (as defined in the Hydra Commitment Letter) or any limitation on the use of proceeds of the Takeout Debt (as defined in the Hydra Commitment Letter) for the same purposes as the Bridge
Facilities, 

  
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 (v) including new or additional, or otherwise expanding or modifying, any
conditions to funding the financing provided for in the Hydra Commitment Letter, provided that this clause (v) does not apply to any waiver or removal of any such condition, or 

(vi) any amendment that is reasonably likely to prevent or delay or impair the ability of the Company or Moon to consummate the
Hydra Transaction Closing on or before the Hydra Outside Date. 
 “Moon” has the meaning set forth in the Business
Combination Agreement. 
 “Noteholder Advisors” means the Financial Advisor and counsel to the holders of the Notes. 

“Payment Date” means the date of payment in full of all amounts owing in respect of the Notes or under this Agreement. 

“Revolving Facility” has the meaning specified in the Hydra Commitment Letter. 

“Term C Facility” has the meaning specified in the Hydra Commitment Letter. 

Section 1.3 Amended Defined Terms. 

(a) For purposes of Section 9.12(b) (Payment of Certain Fees – Leverage Ratio) of the Existing Note Purchase
Agreement, the Leverage Ratio shall be calculated using EBITDA, as such term is defined below: 
 “EBITDA”
means, for any period, on a consolidated basis for the Parent Guarantor and its Subsidiaries, the sum of the amounts for such period, without duplication, calculated in each case in accordance with GAAP, of (i) EBIT plus (ii) depreciation
expense to the extent deducted in computing Consolidated Net Income, plus (iii) amortization expense, including, without limitation, amortization of goodwill and other intangible assets to the extent deducted in computing Consolidated Net
Income, plus (iv) non-cash compensation expenses for management or employees to the extent deducted in computing Consolidated Net Income, plus (v) to the extent not already included in Consolidated
Net Income, dividends and distributions actually received in cash during such period from Persons that are not Subsidiaries of the Parent Guarantor, plus (vi) retention bonuses paid to officers, directors and employees of the Parent Guarantor
and its Subsidiaries in connection with the Transaction not to exceed $25,000,000, plus (vii) any charges, fees and expenses incurred in connection with the Transaction, the transactions related thereto, and any related issuance of Indebtedness
or equity, whether or not successful, plus (viii) charges, expenses and losses incurred in connection with restructuring and integration activities in connection with the Transaction, including in connection with closures of certain facilities
and termination of leases, plus (ix) expenses incurred in connection with the Shaw Acquisition and relating to termination and severance as to, or relocation of, officers, directors and employees not exceeding $110,000,000, and plus
(x) equity earnings booked or recognized by the Parent Guarantor or any of its Subsidiaries from Eligible Joint Ventures not to exceed 15% of EBITDA of the Parent Guarantor pursuant to clauses (i) through (ix) of this definition for such
period. 

  
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 (b) The following defined term set forth in Schedule B to the Existing Note
Purchase Agreement is hereby amended and restated in its entirety to read as follows: 
 “Event of Default”
is defined in Section 11 and shall also include the occurrence of a Hydra Termination Event. 
 SECTION 2. WAIVERS AND AMENDMENTS 

Section 2.1 Covenant Waivers. 

(a) Financial Covenants. Sections 10.7(a) and (b) (Leverage Ratios, Capital Markets Indebtedness) and 10.9 (Fixed Charge
Coverage Ratio) of the Existing Note Purchase Agreement shall not apply during the Covenant Relief Period; provided that (i) unless all amounts owing in respect of the Notes have been paid on or prior to the Hydra Termination Date, upon the
occurrence of such date, the foregoing sections shall be deemed to have applied at all times during such period and shall apply on and after the Hydra Termination Date, (ii) any Event of Default which would exist on any date during such period
as a result of a breach of such sections shall be deemed to exist, (iii) the holders of the Notes shall be deemed to have all remedies available to them during the existence of an Event of Default and (iv) if the Payment Date occurs on the
Hydra Termination Date, no such Event of Default shall be deemed to exist (the foregoing clauses (i) to (iv), inclusive, being referred to as the “Waiver Proviso”). Notwithstanding the foregoing, during the Covenant Relief
Period, the Company shall deliver the certificate of a Senior Financial Officer referred to in Section 7.2 of the Existing Note Purchase Agreement as if the covenants referred to in the preceding sentence applied during the Covenant Relief
Period. 
 (b) Auditor’s Opinion. The requirement in Section 7.1(b) of the Existing Note Purchase Agreement that the
auditor’s opinion to be delivered to the Noteholders in respect of the Parent Guarantor’s annual financial statements for its fiscal year ended December 31, 2017 not contain a “going concern” or similar qualification or
exception is hereby permanently waived. 
 (c) Cash Flow Variance Reports. The obligation of the Obligors to deliver to the
Noteholders the variance reports referred to in Section 7.1(j)(ii) of the Existing Note Purchase Agreement in respect of the weeks ended December 22, 2017 and December 29, 2017 by no later than the Wednesday following each such week
is hereby postponed until January 8, 2018. 
 (d) August 9, 2017 Letter. Sections 1(d) and 1(e), under the
heading “Technology Business Information,” set forth in the letter to the Obligors from counsel to the holders of the Notes, dated August 9, 2017, shall not apply during the Covenant Relief Period, subject to the Waiver Proviso. 

  
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 (e) Sale of Assets Covenant – Tech Business Sale. Section 10.3(b) of the
Existing Note Purchase Agreement shall not apply during the Covenant Relief Period, subject to the Waiver Proviso. 
 (f) Tech Business
Sale. Section 10.3(a)(7) shall not apply during the Covenant Relief Period. 
 Section 2.2 Covenant Amendments. 

(a) Section 7.1(p) (Hydra Transaction Updates). A new Section 7.1(p) (Hydra Transaction Updates) is
hereby added to the Existing Note Purchase Agreement to read in its entirety as follows: 
 (q) Hydra Transaction
Updates. 
 (i) On each Wednesday during the Covenant Relief Period, the Company shall host an update telephone call for
the Noteholder Advisors during which the Company shall (A) report to the Noteholder Advisors the occurrence of any developments which are material to the consummation of the Hydra Transaction Closing on or before June 18, 2018 (a
“Material Development,” which term shall include, without limitation, material developments affecting progress towards obtaining any required regulatory and shareholder approvals, completing financing documentation, and satisfying
all conditions to closing under the Business Combination Agreement), including an update on previously reported Material Developments and (B) discuss a timeline for completion of all material matters required in order to consummate the Hydra
Transaction Closing; and 
 (ii) within 3 Business Days after any reduction in the commitments under the Senior Credit
Facilities and Bridge Facilities (as each such term is defined in the Hydra Commitment Letter) or availability under the Continuing Bilateral LOC Credit Facilities, the Company shall deliver to the Noteholder Advisors a written notice describing
such reduction in reasonable detail. 
 The Noteholder Advisors may discuss any information provided to them pursuant to this
Section 7.1(p) with the holders of the Notes; provided that counsel to the holders of the Notes, after consultation with Company counsel, has concluded that any such disclosure is not inconsistent with any law, rule or regulation (including but
not limited to the Company’s securities law obligations, including tender offer and proxy solicitation rules) and that such disclosure would not require the Company, Moon or the recipient of such information to make public disclosure thereof or
make any filing with the SEC. 

  
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 (b) Section 7.2(a) (Covenant Compliance). The first sentence of
Section 7.2(a) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows: 
 [T]he
information (including detailed calculations) required in order to establish whether the Obligors were in compliance with the requirements of Sections 10.7, 10.9, 10.10, 10.21 and 10.22 (or, as to any such Section which is not applicable during the
Covenant Relief Period, would have been in compliance therewith had it been applicable) during the quarterly or annual period covered by the statements then being furnished, and whether the Leverage Fee is payable in respect of any quarterly period
pursuant to Section 9.12(b) (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the
calculation of the amount, ratio or percentage then in existence). 
 (c) Section 8.5 (Purchase of Notes). The following sentence is
hereby added at the end of Section 8.5 of the Existing Note Purchase Agreement: 
 Clause (b) of this Section 8.5 shall not
apply during the Covenant Relief Period. 
 (d) Section 8.7(g) (“Change of Control” Defined). The last
sentence of Section 8.7(g) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows: 

Notwithstanding the foregoing, the consummation of the Hydra Transaction shall not constitute or create a Change of Control. 

(e) Section 9.13 (Mandatory Offer of Prepayment in Connection with Tech Business Sale). Section 9.13
(Mandatory Offer of Prepayment in Connection with Tech Business Sale) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows: 

Section 9.13. Mandatory Prepayment of Notes Upon Occurrence of Hydra Transaction Closing. 

(a) On the same day on which the Hydra Transaction Closing occurs, the Company shall prepay all Notes then outstanding at 100%
of the aggregate outstanding principal amount thereof, together with interest accrued thereon to the date of prepayment and the Modified Make-Whole Amount; provided that, if a Bankruptcy Event shall occur prior to the Hydra Transaction Closing, the
reference to “Modified Make-Whole Amount” shall be deemed to be a reference to “Make-Whole Amount”. 

(b) Upon prepayment of the Notes pursuant to this Section 9.13, (i) interest thereon shall cease to accrue and
(ii) the holders of the Notes shall surrender the Notes to the Company. 

  
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 (f) Section 9.14 (Special Mandatory Offers of Prepayment. Section 9.14
(Special Mandatory Offer of Prepayment) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows: 

Section 9.14. Special Mandatory Offers of Prepayment. 

(a) If the Parent Guarantor or any of its Subsidiaries Disposes of any property in accordance with and as permitted by
Section 10.3(a)(2), Section 10.3(a)(4) (excluding a Permitted Sale and Leaseback Transaction under clause (a)(i) of the definition thereof) or Section 10.3(a)(6) hereof, then the Obligors shall apply 100% of the Net Cash Proceeds of
such Disposal to the pro rata payment of Senior Indebtedness outstanding under this Agreement and the other Transaction Facilities; provided that (i) in the case of Dispositions permitted by Section 10.3(a)(2)(ii) and consummated
during the Covenant Relief Period, such obligation shall only apply to 100% of the Net Cash Proceeds in excess of $10,000,000 attributable to all such Dispositions and (ii) in the case of the Disposition permitted by Section 10.3(a)(2)(i),
if such Disposition is consummated during the Covenant Relief Period, such obligation shall only apply to 100% of the Net Cash Proceeds in excess of $10,000,000 attributable to such Disposition. Such prepayment of the Notes shall be made pursuant to
a written offer of prepayment at a price equal to 100% of the principal amount to be prepaid (at par) plus accrued interest to the date of prepayment, and as otherwise more fully set forth in Section 9.14(d) below; provided that
the prepayment required upon the consummation of the Hydra Transaction Closing shall be governed by Section 9.13 and not this Section 9.14. For the avoidance of doubt, “property” includes Equity Interests of any other Person held
by the Person making the applicable Disposition. 
 (b) Upon the incurrence or issuance by the Parent Guarantor or any of its
Subsidiaries of any unsecured Indebtedness and/or Indebtedness that is subordinated or otherwise junior to the Notes (including any Subordinated Indebtedness), other than the debt described in the Hydra Commitment Letter in connection with the Hydra
Transaction Closing and subject to the terms of Section 9.13, in each case, pursuant to a capital markets transaction or any substitutions thereof occurring after the Eighth Amendment Effective Date, the Obligors shall apply 100% of the Net
Cash Proceeds of such incurrence or issuance to the pro rata payment of Senior Indebtedness outstanding under this Agreement and the other Transaction Facilities. Such prepayment of the Notes shall be made pursuant to a written offer of
prepayment at a price equal to 100% of the principal amount to be prepaid, accrued interest thereon to the date of prepayment, and the Modified Make-Whole Amount, and as otherwise more fully set forth in Section 9.14(d) below. 

(c) From and after the Eighth Amendment Effective Date, upon the issuance by the Parent Guarantor or any of its Subsidiaries of
any of its own Capital Stock (other than any issuance of Capital Stock in connection with employee benefit arrangements), the Obligors shall apply 100% of the Net Cash Proceeds of such issuance to the pro rata payment of Senior Indebtedness
outstanding under this Agreement and the other Transaction Facilities. Such prepayment of the Notes shall be made pursuant to a written offer of prepayment at a price equal to 100% of the principal amount to be prepaid, accrued interest thereon to
the date of prepayment, and the Modified Make-Whole Amount, and as otherwise more fully set forth in Section 9.14(d) below. 

  
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 (d) Each prepayment of Senior Indebtedness outstanding under this Agreement and
the other Transaction Facilities pursuant to any Disposition, incurrence of Indebtedness, issuance of Capital Stock or event or claim giving rise to Net Insurance/Condemnation Proceeds as described in this Section 9.14 (a “Prepayment
Event”) shall be made on a pro rata basis based on the Applicable Balance outstanding under the Transaction Facilities as of the Relevant Completion Date (such pro rata portion of Net Cash Proceeds or Net
Insurance/Condemnation Proceeds applicable to the Notes, herein the “Section 9.14 Ratable Amount”). The Obligors shall deposit the Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as applicable, from any
such Prepayment Event in a blocked account held with the Collateral Agent, for the benefit of the Secured Creditors, on the Relevant Completion Date and promptly (and in any event within five (5) Business Days) following the Relevant Completion
Date, make a written offer to prepay the Notes in an aggregate amount equal to the Section 9.14 Ratable Amount, together with accrued interest thereon and the Modified Make-Whole Amount, if applicable, specifying a prepayment date that is not
later than 30 days following the closing of the Prepayment Event, nor earlier than 10 Business Days after the date of such offer. Such offer of prepayment shall be made pro rata among all of the Notes under this Agreement, without regard to
series. Following the application of such Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as applicable, to prepay the Applicable Balances outstanding under the 2015 Term Loan Agreement, the 2013 Revolving Credit Agreement and the 2015
Revolving Credit Agreement but pending the prepayment of the Notes as contemplated by this Section 9.14, the remaining balance of the Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as applicable, shall be held in such blocked account
with the Collateral Agent for the benefit of the holders of the Notes and the 2012 Notes. If (x) a holder of the Notes or a holder of 2012 Notes declines all or a portion of its pro rata share of such prepayment, or (y) the
Applicable Balance allocable to the lenders under the 2013 Revolving Credit Agreement and the 2015 Revolving Credit Agreement exceeds the Applicable Outstandings thereunder as of the Relevant Completion Date, the amount of such declined proceeds and
any such excess as provided in clauses (x) and (y) above, shall be offered on a pro rata basis to holders of the Notes and the 2012 Notes that have accepted such initial offer of prepayment and the lenders under the other Transaction
Facilities based on the Applicable Balances thereof (it being agreed that any such secondary offer may be made concurrently with the initial offer). The failure of any holder to respond to the initial offer pursuant to this paragraph (d) shall
be deemed an acceptance of such offer. Any acceptance (or deemed acceptance) by a holder of such initial prepayment offer shall be deemed to constitute an acceptance of any such secondary offer. To the extent any Net Cash Proceeds or Net
Insurance/Condemnation Proceeds of a Prepayment Event offered to the holders 

  
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of the Notes for prepayment are ultimately declined for prepayment (after any declined proceeds are re-offered to the holders of Notes and holders of 2012
Notes that have accepted the initial offer of prepayment, as provided above), the amount of such declined proceeds shall be applied by the Obligors to prepay Senior Indebtedness outstanding under the other Transaction Facilities, as determined by
the Company. Proceeds payable to each holder pursuant to Section 9.14 shall be applied, first, to accrued interest on the principal balance being repaid to the date of payment, second, to the Modified Make-Whole Amount, if any, and finally, to
the principal balance of the Notes. Notwithstanding anything to the contrary set forth in this Section 9.14(d), if the aggregate Net Cash Proceeds or the Net Insurance/Condemnation Proceeds arising from any event or series of related events, as
applicable, referred to in this Section 9.14(d) are less than U.S.$10,000,000 (whether payable in one or more installments), the portion of such proceeds allocable to the Notes and the 2012 Notes shall remain on deposit in the blocked account
(provided that no such requirement shall apply unless such Net Cash Proceeds or Net Insurance/Condemnation Proceeds, when aggregated with all other such Net Cash proceeds and/or Net Insurance/Condemnation proceeds that are or may be required to be
applied in prepayment in accordance with this Section 9.14(d) and Section 9.14(d) of the 2012 NPA exceed $250,000, in which case all such proceeds shall be deposited in such blocked account) until applied to a prepayment of the Notes and
the 2012 Notes and the Company shall not be required to make a prepayment offer in respect of the Notes pursuant to this Section 9.14(d) until five (5) Business Days after the earlier to occur of (A) the amount on deposit in the
blocked account being equal to or more than U.S.$25,000,000 (excluding any Net Insurance/Condemnation Proceeds that are permitted to be, and are, reinvested in accordance with Section 9.14(e)) or (B) 90 days shall have elapsed since the last
distribution from the blocked account in respect of the Notes (provided that the Parent Guarantor may, at its option, make such prepayment offer earlier). 

(e) If the Parent Guarantor or any of its Subsidiaries receives any Net Insurance/Condemnation Proceeds, the Company shall
prepay an aggregate principal amount of the Notes and other Senior Indebtedness under the Transaction Facilities equal to 100% of such Net Insurance/Condemnation Proceeds immediately upon receipt thereof by such Person (such prepayments to be made
and applied as set forth in clause (d) above); provided that, 
 (i) except as provided in clause
(ii) below, such obligation shall only apply to Net Insurance/Condemnation Proceeds in excess of $10,000,000 received by any one or more of the Note Parties during the Covenant Relief Period in respect of each individual event or claim giving
rise to Net Insurance/Condemnation Proceeds so long as no Default or Event of Default has occurred and is continuing, 

  
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 (ii) such obligation shall only apply to Net Insurance/Condemnation Proceeds
received in respect of damage attributable to Hurricane Harvey to the extent that the aggregate amount of such Net Insurance/Condemnation Proceeds received during the Covenant Relief Period exceeds $67,000,000 (“Hurricane Harvey Excess
Proceeds”) so long as no Default or Event of Default has occurred and is continuing, and 
 (iii) if, prior to the
date any such prepayment is required to be made under this paragraph (e), the Parent Guarantor notifies the holders of the Notes of its intention to reinvest all or any portion of the Net Insurance/Condemnation Proceeds, other than Hurricane Harvey
Excess Proceeds, in assets used or useful in the business (other than cash or Cash Equivalents) of the Parent Guarantor or any of its Subsidiaries up to a maximum of $25,000,000 in respect of each individual event or claim giving rise to Net
Insurance/Condemnation Proceeds (such Net Insurance/Condemnation Proceeds or portion thereof, the “Eligible Reinvestment Proceeds”), then so long as (a) no Default or Event of Default has occurred and is continuing and
(b) such Eligible Reinvestment Proceeds are held in a blocked account opened with the Collateral Agent, for the benefit of the Secured Creditors, until such time as they are reinvested, the Company shall not be required to make a mandatory
prepayment under this clause (iii) in respect of such Eligible Reinvestment Proceeds to the extent such Eligible Reinvestment Proceeds are so reinvested within 180 days following receipt thereof, or if the Parent Guarantor or any of its
Subsidiaries has committed to so reinvest such Eligible Reinvestment Proceeds during such 180-day period and such Eligible Reinvestment Proceeds are so reinvested within 90 days after the expiration of such 180-day period; provided further that, if any Eligible Reinvestment Proceeds have not been so reinvested prior to the expiration of the applicable period, the Parent Guarantor shall promptly prepay the outstanding
principal amount of the Notes and other Indebtedness with the Eligible Reinvestment Proceeds not so reinvested as set forth in clause (d) above (without regard to the immediately preceding proviso). Any such prepayment of the Notes pursuant to
this Section 9.14(e) shall be made pursuant to a written offer of prepayment to the holders of the Notes at a price equal to 100% of the principal amount to be prepaid (at par) plus accrued interest to the date of prepayment, and as otherwise
more fully set forth in Section 9.14(d) above. 
 (g) Section 10.3 (Sales of Assets).
Section 10.3 (Sales of Assets) of the Existing Note Purchase Agreement is hereby amended as follows: 
 (i)
Clause (a)(2) thereof is hereby amended and restated to read in its entirety as set forth below: 

  
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 (2) the Disposition (i) of the Beaumont Facility or (ii) in the
ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Parent Guarantor’s or its Subsidiaries’ businesses; 

(ii) A new clause (a)(8) is hereby added to read in its entirety as set forth below: 

(8) subject to Section 9.13, to the extent that Hydra Transaction constitutes an Asset Sale, the Hydra Transaction. 

(h) Section 10.10 (Indebtedness). The last paragraph of Section 10.10 (Indebtedness) of the Existing
Note Purchase Agreement is hereby amended and restated in its entirety to read as follows: 
 Notwithstanding the foregoing, the aggregate
outstanding Indebtedness of the Parent Guarantor and its Subsidiaries incurred under Sections 10.10(b)(1), 10.10(b)(9), 10.10(b)(10) and 10.10(b)(11) above shall not at any time exceed an amount equal to (a) during the Covenant Relief Period,
$3,140,000,000 and (b) thereafter, $2,900,000,000 less, in each case, the aggregate amount of all scheduled repayments and mandatory prepayments of such Indebtedness (but, in respect of any mandatory prepayments under the 2013 Revolving Credit
Agreement and the 2015 Revolving Credit Agreement, only to the extent the Commitments (as defined in the 2013 Revolving Credit Agreement and the 2015 Revolving Credit Agreement, respectively) have been reduced by such prepayment) made after the
Fifth Amendment Effective Date up to the date of determination. 
 (i) Section 10.21 (Minimum EBITDA).
Section 10.21 (Minimum EBITDA) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows: 

Section 10.21. Minimum EBITDA. The Parent Guarantor shall not permit EBITDA for each period of
four consecutive fiscal quarters specified below to be less than the amount specified opposite such period below: 
  

					
	 Four Fiscal Quarters Ending
	  	Minimum EBITDA	 
	 December 31, 2017
	  	$	550,000,000	 
	 March 31, 2018
	  	$	500,000,000	 
	 June 30, 2018
	  	$	500,000,000	 
	 September 30, 2018
	  	$	550,000,000	 
	 December 31, 2018 and the last day of each fiscal quarter ending thereafter
	  	$	575,000,000	 


  
 13 







 (j) Section 10.22 (Minimum Availability). Section 10.22
(Minimum Availability) is hereby amended and restated in its entirety to read as follows: 

Section 10.22. Minimum Availability. The Parent Guarantor shall not, at any time, permit the
aggregate undrawn revolving credit commitments available for borrowing under the 2013 Revolving Credit Agreement and the 2015 Revolving Credit Agreement (“Minimum Availability”) at such time to be less than (a) during the
Covenant Relief Period, $50,000,000 and (b) at all times thereafter, $250,000,000. 
 Section 2.3 Other Amendments. 

(a) Section 12.1 (Acceleration). The last paragraph of Section 12.1 is hereby amended and restated in its entirety
to read as follows: 
 Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the
Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which
are hereby waived; provided, however, that (1) if the Hydra Transaction Closing has not occurred, (2) the Business Combination Agreement has not expired or been terminated and (3) no Bankruptcy Event has occurred, then, so long as all
amounts owing in respect of the Notes are paid in full prior to the occurrence of a Bankruptcy Event, the foregoing reference to Make-Whole Amount shall be deemed to be a reference to Modified Make-Whole Amount. Each Obligor acknowledges, and the
parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Obligors (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount or
Modified Make-Whole Amount by the Obligors in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances. 

(b) Section 15 (Payments on Notes). The following Section 15.3 is hereby added to the Existing Note Purchase Agreement: 

Section 15.3 Modified Make-Whole Amount. This Section 15 shall apply to the
payment of the Modified Make-Whole Amount as if a reference herein to “Make-Whole Amount” included a reference to “Modified Make-Whole Amount”. 

  
 14 







 (c) Section 18.1 (Amendment and Waiver – Requirements). The following sentence is
hereby added to the end of Section 18.1 (Amendment and Waiver – Requirements) to read in its entirety as follows: 

Notwithstanding the foregoing, no changes may be made to Section 9.13 (or any defined term as used therein) without the consent of each
holder of Notes. 
 (d) Section 19 (Notices; English Language). There is hereby added to clauses (iii) and
(iv) of Section 19 a reference to: 
 Kirkland & Ellis LLP 

609 Main Street 

Suite 4500 

Houston, Texas 77002 

Attention: Matthew R. Pacey, P.C. 

Tel: (713) 836-3786 

Fax: (713) 836-3601 

Email: matt.pacey@kirkland.com 

(e) Section 24.10 (Parallel Debt). There is hereby added to the Existing Note Purchase Agreement a new
Section 24.10 to read in its entirety as follows: 
 Section 24.10 Parallel Debt. 

(a) Each Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts
owing from time to time by such Obligor to any holder of Notes under any Financing Agreement, whether for principal, interest, Make-Whole Amount, Modified Make-Whole Amount, fees, expenses or otherwise, as and when those amounts are due. 

(b) Each Obligor and the Collateral Agent acknowledge that the obligations of each Obligor under Section 24.10(a) are
several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Obligor to any holder of Notes under any Financing Agreement (its “Corresponding Debt”) nor shall the
amounts for which each Obligor is liable under Section 24.10(a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: 

(i) the Parallel Debt of each Obligor shall be decreased to the extent that its Corresponding Debt has been irrevocably paid
or (in the case of guarantee obligations) discharged; and 
 (ii) the Corresponding Debt of each Obligor shall be decreased
to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and 

  
 15 







 (iii) the amount of the Parallel Debt of each Obligor shall at all times be
equal to the amount of its Corresponding Debt. 
 (c) For the purpose of this Section 24.10, the Collateral Agent acts
in its own name. The Collateral granted under any German Security Agreement to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt. 

(d) All moneys received or recovered by the Collateral Agent pursuant to this Section 24.10, and all amounts received or
recovered by the Collateral Agent from or by the enforcement of any German Security Agreement granted to secure the Parallel Debt, shall be applied in accordance with the Intercreditor Agreement. 

(e) Without limiting or affecting the Collateral Agent’s rights against the Obligors (whether under this
Section 24.10 or under any other provision of the Financing Agreements), each Obligor acknowledges that: 
 (i) nothing
in this Section 24.10 shall impose any obligation on the Collateral Agent to advance any sum to such Obligor or otherwise under any Financing Agreement, except, if applicable, in the Collateral Agent’s capacity as a holder of Notes; and

 (ii) for the purpose of any vote taken under any Financing Agreement, except, if applicable, in the Collateral
Agent’s capacity as a holder of Notes, the Collateral Agent shall not be regarded as owning any Notes or having any participation or commitment therein. 

(f) Section 24.11 (German Guarantor Limiting Language). There is hereby added to the Existing Note Purchase
Agreement a new Section 24.11 to read in its entirety as follows: 
 Section 24.11 German Guarantee Limitations. 

 

	 	(a)	To the extent that a guarantee created under this Agreement or any other obligation which qualifies as a “payment” (Zahlung) within the meaning of Sections 30, 31 of the German Limited Liabilities
Company Act (GmbHG) (the “GmbH-Act”) (the “Guarantee”) is granted or incurred by a Guarantor incorporated in Germany as a limited liability company (GmbH)
(each a “German Guarantor” and collectively, “German Guarantors”), currently CB&I Lummus GmbH and CB&I Novolen Technology GmbH, and the Guarantee of the German Guarantor guarantees amounts which are owed by
any current or future direct or indirect shareholders of the German Guarantor or Subsidiaries of such shareholders (with the exception of Subsidiaries which are also Subsidiaries of the German Guarantor), the Guarantee of the German Guarantor shall
be subject to certain limitations as set out in the following paragraphs of this Section. In relation to any other amounts guaranteed, the Guarantee of the German Guarantor remains unlimited. 


  
 16 








	 	(b)	Subject to paragraphs (e) and (f) below, the holders agree that the enforcement of the Guarantee shall be limited in relation to any German Guarantor, provided that the German Guarantor is able to demonstrate as
determined pursuant to the procedures set forth in paragraph (e) below that by enforcing the Guarantee (i) its (or, if a parent entity is a German Guarantor, such parent entity’s) net assets (determined in accordance with the
provisions of the German Commercial Code (HGB) (“HGB”)) (such net assets of any German Guarantor or its parent entity, the “Net Assets”) would be caused to fall below its registered share capital
(Stammkapital) or (ii) if the Net Assets were already lower than its registered share capital, such enforcement would cause such amount to be further reduced (Vertiefung der Unterbilanz) if and to the extent such limitation is
necessary to avoid a violation of Section 30 or 31 GmbH-Act (“Limitation on Enforcement” or “Limitation Event”). 


 

	 	(c)	Paragraph (b) above shall not apply with respect to (i) loans or other financial accommodation made available to, or bank guarantees issued for the benefit of creditors of, such German Guarantor or a
Subsidiary of such German Guarantor by a holder under this Agreement and (ii) amounts due and payable under the Guarantee which relate to funds made available under this Agreement which have been on-lent
to that German Guarantor or any of its Subsidiaries, in each case to the extent that any such on-lending is outstanding at the time of the enforcement of the Guarantee. For the avoidance of doubt, nothing in
this paragraph (c) shall have the effect that such on-lent amounts may be enforced multiple times (no double dip). 

  

	 	(d)	For the purposes of the calculation of Net Assets pursuant to paragraph (b) above, the following balance sheet items shall be adjusted as follows: 


 

	 	(i)	The amount of any increase of the stated share capital (Stammkapital) of the German Guarantor registered after the Tenth Amendment Effective Date without the prior written consent of the holders shall be deducted
from the relevant stated share capital; 

  

	 	(ii)	loans and other liabilities incurred in violation of the provisions of this Agreement shall be disregarded. The cash pool agreement facilitated by Bank Mendes Gans to which the German Guarantors are parties does not
violate any loan provisions; and 


  
 17 








	 	(iii)	the amount of non-distributable assets according to paragraph 8 of Section 268 HGB shall not be included in the calculation of Net Assets. 


 

	 	(e)	The Limitation on Enforcement shall only apply if and to the extent that: 

  

	 	(i)	if following notification by the Required Holders of claims raised under the Guarantee, the German Guarantor provides evidence reasonably satisfactory to the Required Holders, including in particular un-audited interim financial statements, within fifteen (15) Business Days (the “Management Determination”) stating: 


 

	 	(A)	the extent to which the enforcement of an unlimited Guarantee would cause the Net Assets of such German Guarantor to fall below its stated share capital or, if the Net Assets were already less than its stated share
capital (Stammkapital), would cause such amount to be further reduced (in each case taking into account the adjustments set out in paragraph (d) above) and thereby lead to a violation of the capital maintenance requirement as set out in
Sections 30, 31 GmbH-Act; 

  

	 	(B)	up to which amount the enforcement of the Guarantee would comply with the capital requirements as set out in Section 30, 31 GmbH-Act (the “Guarantee Enforcement
Amount”); and 

  

	 	(C)	where the Guarantee is proposed to be enforced against a German Guarantor that is a subsidiary of another German Guarantor, the extent to which the unlimited enforcement of the Guarantee against the subsidiary German
Guarantor would cause a Limitation Event with respect to the parent German Guarantor. 


	 	(ii)	 If the Required Holders have contested the Management Determination (which they may do within fifteen
(15) Business Days of their receipt of the Management Determination) by claiming that (a) no Limitation Event is to apply or (b) the Guarantee Enforcement Amount could be higher without breaching the capital maintenance requirement as
set out in Sections 30, 31 of the GmbH-Act, the German Guarantor shall have forty-five (45) Business Days from the date the Required Holders have contested




  
 18 








	 	
the Management Determination to provide to the holders an expert opinion (the “Expert’s Determination”) by one or more legal and/or audit experts appointed by the German
Guarantor (at its own cost and expense), confirming the amount up to which the enforcement of the Guarantee would comply with the capital maintenance requirements pursuant to Sections 30, 31 GmbH-Act (in each
case taking into account the adjustments set out in paragraph (d) above). 

  

	 	(f)	If the Required Holders disagree with the Expert’s Determination, the holders shall nevertheless be entitled to enforce the Guarantee up to the amount which is undisputed between themselves and the German
Guarantor. In relation to the amount which is disputed, the amounts determined in the Expert’s Determination shall be (except for manifest error) binding for the German Guarantor and the holders. 


 

	 	(g)	If the German Guarantor claims that the enforcement of the Guarantee would lead to the occurrence of a Limitation Event, then the German Guarantor shall – to the extent lawful and commercially justifiable –
realise at market value any and all of its assets that are shown in its balance sheet with a book value (Buchwert) which is (in the opinion of the Required Holders) significantly lower than their market value and to the extent that such
assets are not necessary for the German Guarantor’s business (nicht betriebsnotwendig), to the extent necessary to satisfy the amounts demanded under the Guarantee. 


 

	 	(h)	The Limitation on Enforcement does not affect the right of the holders to claim again any outstanding amount at a later point in time, subject always to the operation of the limitation set out above at the time of such
enforcement. 

  

	 	(i)	This Section 24.11 (German Guarantor Limiting Language) shall apply mutatis mutandis (i) if the Guarantee is granted by a Guarantor incorporated in Germany as a limited liability partnership
(GmbH & Co. KG) in relation to the limited liability company as general partner (Komplementär) of such Guarantor and (ii) to any limited liability company incorporated (or limited partnership with a
limited liability company established) in a jurisdiction other than Germany whose centre of main interest (as that term is used in Article 3(1) of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings) is in
Germany. 

  

	 	(j)	In addition to the limitations on the enforcement of the Guarantee, it is hereby agreed that the German Guarantor shall have a defence against any claim, enforcement, or other request for performance or requirement to
perform, whether such requirement is based on statute, contract or otherwise, to the extent such claim, enforcement or other performance would result in personal liability for the German Guarantor’s managing director(s) under then applicable
law and any claims arising under the Guarantee shall be limited to the extent of such defence, such that such personal liability would not be incurred. Nothing herein shall nor shall be deemed to prevent the holders from asserting, in a court of law
or otherwise, that the claim, enforcement or other request for performance would not cause the German Guarantor’s managing director(s) to incur any liability, nor shall it prevent the German Guarantor from asserting, in a court of law or
otherwise, to the contrary. 


  
 19 








	 	(k)	Should new legislation or jurisprudence of a higher regional court (Oberlandesgericht) or the Federal Court of Justice (Bundesgerichtshof) – including, without limitation, based on proceedings
initiated by the German Guarantor and/or its managing directors (Geschäftsführer) or the Required Holders – being published, entered into and/or come into force after the Eighth Amendment Effective Date and should such law or
court ruling lead to a different legal and/or factual assessment: 

  

	 	(i)	of the granting of the Guarantee by the German Guarantor, the holders shall, upon the German Guarantor’s managing directors’ (Geschäftsführer) request, enter into good faith negotiations on
possible amendments to this Section 24.11 (German Guarantor Limiting Language) to the extent necessary to avoid the managing directors’ (Geschäftsführer) personal liability resulting from the granting of the
Guarantee (taking into account the initial intention of the limitations set out in this Section 24.11 (German Guarantor Limiting Language) and, including but not limited to, amending reference points for the assessment whether or not a
violation of §§ 30, 31 GmbHG has occurred); or 

  

	 	(ii)	of the enforcement of the Guarantee so that the limitations in this Section 24.11 (German Guarantor Limiting Language) are, are not, or are only partially, required to protect the managing directors
(Geschäftsführer) of the German Guarantor from the risk of personal liability arising from the enforcement of the Guarantee, the German Guarantor shall, upon the Required Holders’ request, enter into good faith negotiations on
possible amendments to this Section 24.11 (German Guarantor Limiting Language) to the extent such provisions are, are not, or are only partially, required anymore to protect the managing directors (Geschäftsführer) of
the German Guarantor from the risk of personal liability arising from the enforcement of the Guarantee. 


  
 20 








	 	(l)	Notwithstanding anything to the contrary in this Agreement, this Section 24.11 (German Guarantor Limiting Language) and any rights or obligations arising out of it shall be governed by, and construed in
accordance with, German law. 

 SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS. 

To induce the Noteholders to execute and deliver 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 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 and delivery of this Amendment and the performance by such Obligor of this Amendment
and the Note Purchase Agreement (i) have been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) do 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, bylaws or other constitutive document, (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 after giving effect to this Amendment and the amendments to the Transaction Facilities referred to in
Section 4(b), no Default or Event of Default has occurred which is continuing; 
 (e) 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; and 

  
 21 







 (f) no fee or other consideration has been or will be paid to any party to any of the amendments
referred to in Section 4(a) or Section 4(b) hereof as consideration for the execution thereof, except (i) for the fees identified in Section 4(e), the fee payable to the holders of the Series A Notes under (and as defined in) the
2012 NPA under Section 4(f) of the tenth amendment thereto being executed on the date hereof, (ii) a fee equivalent to the fee identified in Section 4(e) payable to the holders of the 2012 Notes and (iii) a fee of .20% (20 basis
points) of (A) the aggregate commitments under the 2013 Revolving Credit Agreement and the 2015 Revolving Credit Agreement and (B) the aggregate principal amount outstanding under the 2015 Term Loan Agreement, in each case payable to the
lenders under the 2013 Revolving Credit Agreement, the 2015 Revolving Credit Agreement and the 2015 Term Loan Agreement, as applicable. 
 The
representations and warranties set forth in this Section 3 shall survive the execution and delivery of this Amendment. 

SECTION 4. EFFECTIVENESS; CONDITIONS PRECEDENT AND CONDITION SUBSEQUENT. 

This Amendment and the Hydra Amendments and Waivers shall be effective as of the Eighth Amendment Effective Date upon the satisfaction of the
following conditions precedent: 
 (a) counterparts of this Amendment, duly executed and delivered by the Obligors, all
holders of the Notes and the Subsidiary Guarantors, shall have been delivered to the Noteholders; 
 (b) counterparts of
amendments to each of the Transaction Facilities (other than the Existing Note Purchase Agreement), in form and substance satisfactory to the Required Holders in their reasonable discretion, shall have been duly executed and delivered by the parties
thereto and copies thereof shall have been delivered to counsel for the Noteholders; 
 (c) (i) the Business Combination
Agreement, in form and substance satisfactory to counsel to the Noteholders (and for purposes of this Section 4(c), the Noteholders confirm that the Business Combination Agreement draft dated December 17, 2017 is satisfactory to counsel to
the Noteholders), in its reasonable discretion, shall be contemporaneously executed and delivered by the parties thereto and a copy thereof shall be delivered to counsel for the Noteholders immediately following such execution and delivery and
(ii) a summary of the provisions in the Business Combination Agreement relating to conditions to closing, termination events, termination fees and the definition of “Material Adverse Effect”, in form and substance satisfactory to the
Required Holders in their reasonable discretion, shall have been delivered to the Noteholders; 

  
 22 







 (d) (i) the Hydra Commitment Letter, in form and substance satisfactory to
counsel to the Noteholders (and for purposes of this Section 4(d), the Noteholders confirm that the Hydra Commitment Letter draft dated December 15, 2017 is satisfactory to counsel to the Noteholders), in its reasonable discretion, shall
be contemporaneously executed and delivered by the parties thereto and a copy thereof shall be delivered to counsel for the Noteholders immediately following such execution and delivery and (ii) a summary of the provisions in the Hydra
Commitment Letter relating to conditions to closing, termination events and the definition of “Material Adverse Effect”, in form and substance satisfactory to the Required Holders in their reasonable discretion, shall have been delivered
to the Noteholders; 
 (e) a fee in the amount of 0.10% (10 basis points) of the outstanding principal amount of each Note
shall have been paid by the Obligors to the holder thereof by federal funds wire transfer in immediately available funds in accordance with the wiring instructions set forth in Schedule A to the Existing Note Purchase Agreement for such holder or
such other wiring instructions as such holder shall have provided to the Obligors in writing; 
 (f) 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; 

(g) the Noteholders shall have received a favorable legal opinion in form and substance satisfactory to each such Noteholder
from Van Campen Liem, as special Dutch counsel to the Parent Guarantor, dated as of the Eighth Amendment Effective Date and addressing the due authorization, execution and delivery of this Amendment by the Parent Guarantor (and the Parent Guarantor
hereby instructs its counsel to deliver such opinion to the Noteholders on the Eighth Amendment Effective Date); 
 (h) the
Noteholders shall have received (x) from the Company a certificate of its Secretary or an Assistant Secretary or other appropriate person, dated the Tenth Amendment Effective Date, certifying and attaching (A) the resolutions and other
corporate proceedings relating to the authorization, execution and delivery of this Amendment and (B) the Company’s organizational documents then in effect, and (y) resolutions of each Note Party (other than the Parent Guarantor and
the Company) authorizing this Amendment; and 
 (i) the Obligors shall have paid all fees and expenses of Morgan,
Lewis & Bockius LLP, Evercore Group L.L.C. and RPA Advisors, LLC for which invoices have been presented at least two days prior to the effectiveness hereof (without prejudice to the Obligors’ obligations to pay any additional fees and
expenses not included in such invoice). 
 For purposes of determining compliance with the conditions set forth in this Section 4, each Noteholder that
has signed this Amendment and its counsel shall be deemed to be satisfied with each document required to be satisfactory to such Noteholder or its counsel unless the Obligors shall have received notice from such Noteholder prior to delivery of its
executed signature page hereto specifying objections thereto. 

  
 23 







 SECTION 5. RELEASE. 

In consideration of the agreements of the Noteholders contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, each of the Obligors and the Subsidiary Guarantors and their respective successors, assigns, and other legal representatives (collectively, the “Releasors”), hereby absolutely,
unconditionally and irrevocably releases, remises and forever discharges the Noteholders and the Collateral Agent, and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries,
divisions, predecessors, directors, officers, attorneys, advisors, employees, agents and other representatives (the Noteholders, the Collateral Agent and all such other Persons being hereinafter referred to collectively as the
“Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, disputes, controversies, sums of money, accounts, bills, reckonings, damages and any and all other claims,
counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown,
suspected or unsuspected, both at law and in equity, which any of the Releasors may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever
which arises at any time on or prior to the date and effectiveness of this Amendment, for or on account of, or in relation to, or in any way in connection with the Existing Note Purchase Agreement, the Existing Notes or any of the other Financing
Agreements or transactions thereunder or related thereto. 
 Each of the Obligors and the Subsidiary Guarantors understands, acknowledges
and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the
provisions of such release. 
 Each of the Obligors and the Subsidiary Guarantors agrees that no fact, event, circumstance, evidence or
transaction which could now be asserted, whether known or unknown, shall affect in any manner the final, absolute and unconditional nature of the release set forth above. 

SECTION 6. SUBSIDIARY GUARANTEE. 

Section 6.1 Confirmation and Reaffirmation. Each Subsidiary Guarantor hereby agrees, acknowledges and affirms
that (i) it is a “Guarantor” for all purposes under, and as defined in, the Subsidiary Guarantee to which it is a party, (ii) its obligations and liabilities under such Subsidiary Guarantee continue to be in full force and
effect, (iii) such obligations and liabilities extend to, and the “Guaranteed Obligations” under, and as defined in, such Subsidiary Guarantee shall include, the obligations and liabilities of the Obligors under, and in respect of,
the Note Purchase Agreement, the Notes and the other Financing Agreements (in each case, as modified by this Amendment), and (iv) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders with
respect to such Subsidiary Guarantee, the Note Purchase Agreement, the Notes, any other Financing Agreement or otherwise. 

  
 24 







 Section 6.2 Amendment. A new Section 17 is hereby added to
the Subsidiary Guarantee to read in its entirety as set forth in Annex 1 hereto. The new Section 17 of the Subsidiary Guarantee shall be deemed to be included in any outstanding Subsidiary Guarantee and the form of Subsidiary Guarantee
attached as Exhibit 2.3 to the Note Purchase Agreement. 
 SECTION 7. MISCELLANEOUS. 

(a) This Amendment shall be construed in connection with and as part of the Note Purchase Agreement and the Subsidiary
Guarantee, 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 Subsidiary Guarantee are hereby ratified and shall be and remain in
full force and effect. 
 (b) Each of the Parent Guarantor and the Subsidiary Guarantors (i) acknowledges and consents
to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Parent Guarantee and its Subsidiary Guarantee, as applicable, 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 (including, without limitation, the Parent Guarantee) 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 and the Subsidiary Guarantee 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 and shall be further subject to the provisions of Section 24.7 and Section 24.8 of the Note Purchase Agreement. 

(f) 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. 
 (g)
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 Subsidiary Guarantee or any of the
other Financing Agreements or any obligations thereunder. 
 (h) 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. 

  
 25 







 (i) This Amendment may not be amended without the consent of all parties hereto,
except for those provisions hereof that amend or waive provisions of the Existing Note Purchase Agreement; those provisions may be amended with the consent of those Persons specified in Section 18 of the Note Purchase Agreement. 

[Signature pages follow] 

  
 26 







 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


  

			
	CB&I TYLER COMPANY
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	CB&I LLC
	By:	 	CB&I HoldCo, LLC, its Sole Member
		
	By:	 	 /s/ Regina N. Hamilton

	Name:	 	Regina N. Hamilton
	Title:	 	Secretary
	
	CHICAGO BRIDGE & IRON COMPANY, an Illinois corporation
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	A & B BUILDERS, LTD.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer

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

 







			
	
	ASIA PACIFIC SUPPLY CO.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	CBI AMERICAS LTD.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	CSA TRADING COMPANY LTD.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	CB&I WOODLANDS LLC
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	CBI COMPANY LTD.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	CENTRAL TRADING COMPANY LTD.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	CONSTRUCTORS INTERNATIONAL, L.L.C.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	HBI HOLDINGS, LLC
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer


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








			
	
	HOWE-BAKER INTERNATIONAL, L.L.C.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	HOWE-BAKER ENGINEERS, LTD.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	HOWE-BAKER HOLDINGS, L.L.C.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	HOWE-BAKER MANAGEMENT, L.L.C.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	HOWE-BAKER INTERNATIONAL MANAGEMENT, LLC
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	MATRIX ENGINEERING, LTD.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	MATRIX MANAGEMENT SERVICES, LLC
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	OCEANIC CONTRACTORS, INC.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer


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








			
	
	CBI VENEZOLANA, S.A.
		
	By:	 	 /s/ Rui Orlando Gomes

	Name:	 	Rui Orlando Gomes
	Title:	 	Treasurer
	
	CBI MONTAJES DE CHILE LIMITADA
		
	By:	 	 /s/ Rui Orlando Gomes

	Name:	 	Rui Orlando Gomes
	Title:	 	Director/Legal Representative
	
	CB&I EUROPE B.V.
		
	By:	 	 /s/ Raymond Buckley

	Name:	 	Raymond Buckley
	Title:	 	Director
	
	CBI EASTERN ANSTALT
		
	By:	 	 /s/ Raymond Buckley

	Name:	 	Raymond Buckley
	Title:	 	Director
	
	CB&I POWER COMPANY B.V.
(f/k/a CMP HOLDINGS B.V.)
		
	By:	 	 /s/ Raymond Buckley

	Name:	 	Raymond Buckley
	Title:	 	Director
	
	CBI CONSTRUCTORS PTY LTD
		
	By:	 	 /s/ Ian Michael Bendesh

	Name:	 	Ian Michael Bendesh
	Title:	 	Director
	
	CBI ENGINEERING AND CONSTRUCTION CONSULTANT (SHANGHAI) CO. LTD.
		
	By:	 	 /s/ Raymond Buckley

	Name:	 	Raymond Buckley
	Title:	 	Chairman
	
	CBI (PHILIPPINES), INC.
		
	By:	 	 /s/ Tom Anderson

	Name:	 	Tom Anderson
	Title:	 	President


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








			
	
	CBI OVERSEAS, LLC
		
	By:	 	 /s/ Regina N. Hamilton

	Name:	 	Regina N. Hamilton
	Title:	 	Secretary
	
	CB&I CONSTRUCTORS LIMITED
		
	By:	 	 /s/ Duncan Wigney

	Name:	 	Duncan Wigney
	Title:	 	Director
	
	CB&I HOLDINGS (U.K.) LIMITED
		
	By:	 	 /s/ Duncan Wigney

	Name:	 	Duncan Wigney
	Title:	 	Director
	
	CB&I UK LIMITED
		
	By:	 	 /s/ Duncan Wigney

	Name:	 	Duncan Wigney
	Title:	 	Director
	
	CB&I MALTA LIMITED
		
	By:	 	 /s/ Duncan Wigney

	Name:	 	Duncan Wigney
	Title:	 	Director
	
	LUTECH RESOURCES LIMITED
		
	By:	 	 /s/ Jonathan Stephenson

	Name:	 	Jonathan Stephenson
	Title:	 	Secretary
	
	NETHERLANDS OPERATING COMPANY B.V.
		
	By:	 	 /s/ H. M. Koese

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

	Name:	 	Ashok Joshi
	Title:	 	Director


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








			
	
	ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Director
	
	PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Director
	
	SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Director
	
	CHICAGO BRIDGE & IRON (ANTILLES) N.V.
		
	By:	 	 /s/ Michael S. Taff

	Name:	 	Michael S. Taff
	Title:	 	Managing Director
	
	LUMMUS TECHNOLOGY HEAT TRANSFER B.V.
		
	By:	 	 /s/ John R. Albanese, Jr.

	Name:	 	John R. Albanese, Jr.
	Title:	 	Director
	
	LEALAND FINANCE COMPANY B.V.
		
	By:	 	 /s/ Michael S. Taff

	Name:	 	Michael S. Taff
	Title:	 	Managing Director
	
	CB&I FINANCE COMPANY LIMITED
		
	By:	 	 /s/ Jan Broekman

	Name:	 	Jan Broekman
	Title:	 	Authorized Signatory


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








			
	
	CB&I OIL & GAS EUROPE B.V.
		
	By:	 	 /s/ Michael S. Taff

	Name:	 	Michael S. Taff
	Title:	 	Managing Director
	
	CBI COLOMBIANA S.A.
		
	By:	 	 /s/ Michael S. Taff

	Name:	 	Michael S. Taff
	Title:	 	Director
	
	CHICAGO BRIDGE & IRON COMPANY B.V.
		
	By:	 	 /s/ Michael S. Taff

	Name:	 	Michael S. Taff
	Title:	 	Managing Director
	
	 CB&I TECHNOLOGY INTERNATIONAL CORPORATION

(f/k/a LUMMUS INTERNATIONAL CORPORATION)

		
	By:	 	 /s/ John R. Albanese, Jr.

	Name:	 	John R. Albanese, Jr.
	Title:	 	Vice President – Finance – Treasurer
	
	 CB&I TECHNOLOGY VENTURES, INC.

(f/k/a LUMMUS CATALYST COMPANY LTD.)

		
	By:	 	 /s/ John R. Albanese, Jr.

	Name:	 	John R. Albanese, Jr.
	Title:	 	Vice President & Treasurer
	
	CB&I TECHNOLOGY OVERSEAS CORPORATION (f/k/a LUMMUS OVERSEAS CORPORATION)
		
	By:	 	 /s/ John R. Albanese, Jr.

	Name:	 	John R. Albanese, Jr.
	Title:	 	Vice President & Treasurer
	
	CATALYTIC DISTILLATION TECHNOLOGIES
		
	By:	 	 /s/ John R. Albanese, Jr.

	Name:	 	John R. Albanese, Jr.
	Title:	 	Management Committee Member


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








			
	
	 CB&I TECHNOLOGY INC.

(f/k/a LUMMUS TECHNOLOGY, INC.)

		
	By:	 	 /s/ John R. Albanese, Jr.

	Name:	 	John R. Albanese, Jr.
	Title:	 	CFO & Treasurer
	
	CBI SERVICES, LLC
	By:	 	CB&I HoldCo, LLC, its Sole Member
		
	By:	 	 /s/ Regina N. Hamilton

	Name:	 	Regina N. Hamilton
	Title:	 	Secretary
	
	WOODLANDS INTERNATIONAL INSURANCE COMPANY
		
	By:	 	 /s/ Timothy Moran

	Name:	 	Timothy Moran
	Title:	 	Director
	
	CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY
		
	By:	 	 /s/ William G. Lamb

	Name:	 	William G. Lamb
	Title:	 	Director
	
	LUMMUS NOVOLEN TECHNOLOGY GMBH
		
	By:	 	 /s/ Godofredo Follmer

	Name:	 	Godofredo Follmer
	Title:	 	Managing Director
	
	CB&I LUMMUS GMBH
		
	By:	 	 /s/ Andreas Schwarzhaupt

	Name:	 	Andreas Schwarzhaupt
	Title:	 	Managing Director
	
	CB&I S.R.O.
		
	By:	 	 /s/ Jiri Gregor

	Name:	 	Jiri Gregor
	Title:	 	Managing Director


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








			
	
	CBI PERUANA S.A.C.
		
	By:	 	 /s/ James E. Bishop

	Name:	 	James E. Bishop
	Title:	 	General Manager
	
	HORTON CBI, LIMITED
		
	By:	 	 /s/ Gregory L. Guse

	Name:	 	Gregory L. Guse
	Title:	 	Director
	
	CB&I (NIGERIA) LIMITED
		
	By:	 	 /s/ Andy Dadosky

	Name:	 	Andy Dadosky
	Title:	 	Director
	
	CB&I SINGAPORE PTE LTD.
		
	By:	 	 /s/ Michael S. Taff

	Name:	 	Michael S. Taff
	Title:	 	Director
	
	CB&I NORTH CAROLINA, INC.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Director
	
	SHAW ALLOY PIPING PRODUCTS, LLC
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Manager
	
	CB&I WALKER LA, L.L.C.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Manager
	
	CBI OVERSEAS (FAR EAST) INC.
		
	By:	 	 /s/ Joseph Christaldi

	Name:	 	Joseph Christaldi
	Title:	 	Director


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








			
	
	THE SHAW GROUP INC.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	LUMMUS GASIFICATION TECHNOLOGY LICENSING COMPANY
		
	By:	 	 /s/ John R. Albanese, Jr.

	Name:	 	John R. Albanese, Jr.
	Title:	 	Director
	
	CB&I LAURENS, INC.
		
	By:	 	 /s/ William G. Lamb

	Name:	 	William G. Lamb
	Title:	 	Vice President – Global Tax
	
	SHAW SSS FABRICATORS, INC.
		
	By:	 	 /s/ Luciano Reyes

	Name:	 	Luciano Reyes
	Title:	 	Treasurer
	
	CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS), LLC
		
	By:	 	 /s/ Regina N. Hamilton

	Name:	 	Regina N. Hamilton
	Title:	 	Director
	
	CBI US HOLDING COMPANY INC.
		
	By:	 	 /s/ Regina N. Hamilton

	Name:	 	Regina N. Hamilton
	Title:	 	Secretary
	
	CBI HOLDCO TWO INC.
		
	By:	 	 /s/ Regina N. Hamilton

	Name:	 	Regina N. Hamilton
	Title:	 	Secretary
	
	CBI COMPANY BV
		
	By:	 	 /s/ Ashok Joshi

	Name:	 	Ashok Joshi
	Title:	 	Director


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








			
	
	CB&I HOLDCO, LLC
		
	By:	 	 /s/ Regina N. Hamilton

	Name:	 	Regina N. Hamilton
	Title:	 	Secretary


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







 
			
	
	THE GIBRALTAR LIFE INSURANCE Co., LTD.
		
	By:	 	Prudential Investment Management Japan Co., Ltd., as Investment Manager
		
	By:	 	PGEVI, Inc., as Sub-Adviser
		
	By:	 	 /s/ Paul H. Procyk

	Name:	 	Paul H. Procyk
	Title:	 	Vice President
	
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
		
	By:	 	 /s/ Paul H. Procyk

	Name:	 	Paul H. Procyk
	Title:	 	Vice President
	
	PRUDENTIAL RETIREMENT GUARANTEED COST BUSINESS TRUST
		
	By:	 	PGIM, Inc., as Investment Manager
		
	By:	 	 /s/ Paul H. Procyk

	Name:	 	Paul H. Procyk
	Title:	 	Vice President



  
 [Signature page to
Eighth 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/ Paul H. Procyk

		 	Name: Paul H. Procyk
		 	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/ Paul H. Procyk

		 	Name: Paul H. Procyk
		 	Title: Vice President



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







 
			
	
	SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY
		
	By:	 	 /s/ David Divine

	Name:	 	David Divine
	Title:	 	Senior Portfolio Manager



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







 
			
	CMFG LIFE INSURANCE COMPANY
		
	By:	 	MEMBERS Capital Advisors, Inc. Acting as Investment Advisor
		
	By:	 	 /s/ Anne M. Funucane

	Name:	 	Anne M. Funucane
	Title:	 	Managing Director, Investments



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







 
			
	
	ASSURITY LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Victor Weber

	Name:	 	Victor Weber
	Title:	 	Senior Director—Investments



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







 Annex 1 

SECTION 17.    GERMAN GUARANTEE LIMITATIONS. 
  

	 	(a)	To the extent that the guarantee created under this Guarantee Agreement or any other obligation which qualifies as a “payment” (Zahlung) within the meaning of Sections 30, 31 of the German Limited
Liabilities Company Act (GmbHG) (the “GmbH-Act”) (the “Guarantee”) is granted or incurred by a Guarantor incorporated in Germany as a limited liability company
(GmbH) (each a “German Guarantor” and collectively, “German Guarantors”), currently CB&I Lummus GmbH and CB&I Novolen Technology GmbH, and the Guarantee of the German Guarantor guarantees amounts
which are owed by any current or future direct or indirect shareholders of the German Guarantor or Subsidiaries of such shareholders (with the exception of Subsidiaries which are also Subsidiaries of the German Guarantor), the Guarantee of the
German Guarantor shall be subject to certain limitations as set out in the following paragraphs of this clause. In relation to any other amounts guaranteed, the Guarantee of the German Guarantor remains unlimited. 


 

	 	(b)	Subject to paragraphs (e) and (f) below, the holders agree that the enforcement of the Guarantee shall be limited in relation to any German Guarantor, provided that the German Guarantor is able to demonstrate as
determined pursuant to the procedures set forth in paragraph (e) below that by enforcing the Guarantee (i) its (or, if a parent entity is a German Guarantor, such parent entity’s) net assets (determined in accordance with the
provisions of the German Commercial Code (HGB) (“HGB”)) (such net assets of any German Guarantor or its parent entity, the “Net Assets”) would be caused to fall below its registered share capital
(Stammkapital) or (ii) if the Net Assets were already lower than its registered share capital, such enforcement would cause such amount to be further reduced (Vertiefung der Unterbilanz) if and to the extent such limitation is
necessary to avoid a violation of Section 30 or 31 GmbH-Act (“Limitation on Enforcement” or “Limitation Event”). 


 

	 	(c)	Paragraph (b) above shall not apply with respect to (i) loans or other financial accommodation made available to, or bank guarantees issued for the benefit of creditors of, such German Guarantor or a
Subsidiary of such German Guarantor by a holder under the Note Agreement and (ii) amounts due and payable under the Guarantee which relate to funds made available under the Note Agreement which have been
on-lent to that German Guarantor or any of its Subsidiaries, in each case to the extent that any such on-lending is outstanding at the time of the enforcement of the
Guarantee. For the avoidance of doubt, nothing in this paragraph (c) shall have the effect that such on-lent amounts may be enforced multiple times (no double dip). 


 

	 	(d)	For the purposes of the calculation of Net Assets pursuant to paragraph (b) above, the following balance sheet items shall be adjusted as follows: 








	 	(iii)	The amount of any increase of the stated share capital (Stammkapital) of the German Guarantor registered after the date of this Guarantee Agreement without the prior written consent of the holders shall be
deducted from the relevant stated share capital; 

  

	 	(iv)	loans and other liabilities incurred in violation of the provisions of the Note Agreement shall be disregarded. The cash pool agreement facilitated by Bank Mendes Gans to which the German Guarantors are parties does not
violate any loan provisions; and 

  

	 	(v)	the amount of non-distributable assets according to paragraph 8 of Section 268 HGB shall not be included in the calculation of Net Assets. 


 

	 	(e)	The Limitation on Enforcement shall only apply if and to the extent that: 

  

	 	(vi)	if following notification by the Required Holders of claims raised under the Guarantee, the German Guarantor provides evidence reasonably satisfactory to the Required Holders, including in particular un-audited interim financial statements, within fifteen (15) Business Days (the “Management Determination”) stating: 


 

	 	(D)	the extent to which the enforcement of an unlimited Guarantee would cause the Net Assets of such German Guarantor to fall below its stated share capital or, if the Net Assets were already less than its stated share
capital (Stammkapital), would cause such amount to be further reduced (in each case taking into account the adjustments set out in paragraph (d) above) and thereby lead to a violation of the capital maintenance requirement as set out in
Sections 30, 31 GmbH-Act; 

  

	 	(E)	up to which amount the enforcement of the Guarantee would comply with the capital requirements as set out in Section 30, 31 GmbH-Act (the “Guarantee Enforcement
Amount”); and 

  

	 	(F)	where the Guarantee is proposed to be enforced against a German Guarantor that is a subsidiary of another German Guarantor, the extent to which the unlimited enforcement of the Guarantee against the subsidiary German
Guarantor would cause a Limitation Event with respect to the parent German Guarantor. 

  

	 	(vii)	 If the Required Holders have contested the Management Determination (which they may do within fifteen
(15) Business Days of their receipt of the Management Determination) by claiming that (a) no Limitation Event is to apply or (b) the Guarantee Enforcement Amount could be higher without breaching the capital maintenance requirement as
set out in Sections 30, 31 of the GmbH-Act, the German Guarantor shall have forty-five (45) Business Days from the date the Required Holders have contested the Management Determination to provide to the
holders an expert opinion (the “Expert’s Determination”) by one or more legal 



  
 Annex1-2 








	 	
and/or audit experts appointed by the German Guarantor (at its own cost and expense), confirming the amount up to which the enforcement of the Guarantee would comply with the capital maintenance
requirements pursuant to Sections 30, 31 GmbH-Act (in each case taking into account the adjustments set out in paragraph (d) above). 


 

	 	(f)	If the Required Holders disagree with the Expert’s Determination, the holders shall nevertheless be entitled to enforce the Guarantee up to the amount which is undisputed between themselves and the German
Guarantor. In relation to the amount which is disputed, the amounts determined in the Expert’s Determination shall be (except for manifest error) binding for the German Guarantor and the holders. 


 

	 	(g)	If the German Guarantor claims that the enforcement of the Guarantee would lead to the occurrence of a Limitation Event, then the German Guarantor shall – to the extent lawful and commercially justifiable –
realise at market value any and all of its assets that are shown in its balance sheet with a book value (Buchwert) which is (in the opinion of the Required Holders) significantly lower than their market value and to the extent that such
assets are not necessary for the German Guarantor’s business (nicht betriebsnotwendig), to the extent necessary to satisfy the amounts demanded under the Guarantee. 


 

	 	(h)	The Limitation on Enforcement does not affect the right of the holders to claim again any outstanding amount at a later point in time, subject always to the operation of the limitation set out above at the time of such
enforcement. 

  

	 	(i)	This Section 17 (German guarantee limitations) shall apply mutatis mutandis (i) if the Guarantee is granted by a Guarantor incorporated in Germany as a limited liability partnership
(GmbH & Co. KG) in relation to the limited liability company as general partner (Komplementär) of such Guarantor and (ii) to any limited liability company incorporated (or limited partnership with a
limited liability company established) in a jurisdiction other than Germany whose centre of main interest (as that term is used in Article 3(1) of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings) is in
Germany. 

  

	 	(j)	In addition to the limitations on the enforcement of the Guarantee, it is hereby agreed that the German Guarantor shall have a defence against any claim, enforcement, or other request for performance or requirement to
perform, whether such requirement is based on statute, contract or otherwise, to the extent such claim, enforcement or other performance would result in personal liability for the German Guarantor’s managing director(s) under then applicable
law and any claims arising under the Guarantee shall be limited to the extent of such defence, such that such personal liability would not be incurred. Nothing herein shall nor shall be deemed to prevent the holders from asserting, in a court of law
or otherwise, that the claim, enforcement or other request for performance would not cause the German Guarantor’s managing director(s) to incur any liability, nor shall it prevent the German Guarantor from asserting, in a court of law or
otherwise, to the contrary. 


  
 Annex1-3 








	 	(k)	Should new legislation or jurisprudence of a higher regional court (Oberlandesgericht) or the Federal Court of Justice (Bundesgerichtshof) – including, without limitation, based on proceedings
initiated by the German Guarantor and/or its managing directors (Geschäftsführer) or the Required Holders – being published, entered into and/or come into force after the date of Amendment No. 10 and should such law or
court ruling lead to a different legal and/or factual assessment: 

  

	 	(i)	of the granting of the Guarantee by the German Guarantor, the holders shall, upon the German Guarantor’s managing directors’ (Geschäftsführer) request, enter into good faith negotiations on
possible amendments to this Section 17 (German guarantee limitations) to the extent necessary to avoid the managing directors’ (Geschäftsführer) personal liability resulting from the granting of the Guarantee
(taking into account the initial intention of the limitations set out in this Section 17 (German guarantee limitations) and, including but not limited to, amending reference points for the assessment whether or not a violation of
§§ 30, 31 GmbHG has occurred); or 

  

	 	(ii)	of the enforcement of the Guarantee so that the limitations in this Section 17 (German guarantee limitations) are, are not, or are only partially, required to protect the managing directors
(Geschäftsführer) of the German Guarantor from the risk of personal liability arising from the enforcement of the Guarantee, the German Guarantor shall, upon the Required Holders’ request, enter into good faith negotiations on
possible amendments to this Section 17 (German guarantee limitations) to the extent such provisions are, are not, or are only partially, required anymore to protect the managing directors (Geschäftsführer) of the German
Guarantor from the risk of personal liability arising from the enforcement of the Guarantee. 

  

	 	(l)	Notwithstanding anything to the contrary in this Guarantee Agreement, this Section 17 (German guarantee limitations) and any rights or obligations arising out of it shall be governed by, and construed in
accordance with, German law. 


  
 Annex1-4 







 Annex 2 

Continuing Bilateral LOC Credit Facilities 
  

					
	 Issuing Bank
	  	Amount of Bilateral
LOC Credit Facility1	 
	 Lloyds Bank plc
	  	$	200,000,000	 
	 Riyad Bank
	  	$	112,000,000	 
	 Mashreq
	  	$	35,000,000	 
	 Samba Financial Group
	  	$	20,000,000	 
	 Europe Arab Bank plc
	  	$	4,000,000	 

  

	1 	Amounts expressed in U.S. dollars but may be the equivalent amount in another currency