CHICAGO BRIDGE & IRON COMPANY
N.V.
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
CBI SERVICES, INC.
CB&I CONSTRUCTORS, INC.
CB&I TYLER COMPANY
$75,000,000 Original Principal
Amount
7.34% Senior Notes, due July 15, 2007
To the Holders
of Senior Notes
of Chicago Bridge & Iron Company (Delaware),
CBI Services, Inc., CB&I Constructors, Inc.
and
CB&I Tyler Company Named
in the Attached Schedule I
Reference is made
to the Note Purchase Agreement dated as of July 1, 2001 among
Chicago Bridge & Iron Company N.V., a company organized under
the laws of the Kingdom of the Netherlands having its corporate
seat in Amsterdam (the “Company”), Chicago Bridge &
Iron Company (Delaware), a Delaware corporation, CBI Services,
Inc., a Delaware corporation, CB&I Constructors, Inc., a Texas
corporation, CB&I Tyler Company, a Delaware corporation (each
of the foregoing being a Wholly Owned Subsidiary of the Company and
referred to collectively as the “Co-Obligors”), and the
Purchasers named in Schedule A thereto (the “Note
Purchase Agreement”). You are the holders of the
Co-Obligors’ 7.34% Senior Notes, due July 15, 2007 (the
“Notes”) in the unpaid principal amount set forth
opposite your name in the attached Schedule I. You are
referred to herein individually as a “Holder” and
collectively as the “Holders.” Capitalized terms used
and not otherwise defined herein shall have the meanings ascribed
to them in the Note Purchase Agreement.
The Company and
the Co-Obligors have advised the Holders that the Company can not
timely comply with the provisions of Section 7.1(a) (Quarterly
Statements) of the Note Purchase Agreement, Section 7.1(b)
(Annual Statements) of the Note Purchase Agreement and
Section 7.2 (Officer’s Certificate) of the Note Purchase
Agreement with respect to delivery of the financial statements for
the quarterly fiscal periods ended September 30, 2005 and
March 31, 2006 and the
fiscal year
ended December 31, 2005. The Holders granted a waiver of
Section 7.1(a) (Quarterly Statements) of the Note Purchase
Agreement and Section 7.2 (Officer’s Certificate) of the
Note Purchase Agreement pursuant to the Limited Waiver dated as of
January 13, 2006 among the Company, the Co-Obligors and the
Holders, that expires on April 1, 2006. The Holders granted a
further waiver of compliance by the Company with
Section 7.1(a) (Quarterly Statements), Section 7.1(b)
(Annual Statements) and Section 7.2 (Officer’s
Certificate) of the Note Purchase Agreement pursuant to the Limited
Waiver dated as of March 30, 2006 among the Company, the
Co-Obligors and the Holders, that expires on May 31, 2006. The
Company and the Co-Obligors have requested a further waiver of
compliance by the Company with Section 7.1(a) (Quarterly
Statements), Section 7.1(b) (Annual Statements) and
Section 7.2 (Officer’s Certificate) of the Note Purchase
Agreement and the Holders are willing to grant such additional
waiver, on the terms contained herein. The Company and the
Co-Obligors have requested a comparable waiver from the parties to
the Credit Agreement.
In consideration
of the premises and for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the Company, the
Co-Obligors and the Holders agree as follows:
The Holders waive,
until the date specified in Section 3.2, any Default or Event
of Default caused solely by (x) the Company’s failure to
timely comply with the provisions of Section 7.1(a) (Quarterly
Statements), 7.1(b) (Annual Statements) and Section 7.2
(Officer’s Certificate) of the Note Purchase Agreement with
respect to the delivery of the financial statements for the
quarterly fiscal periods ended September 30, 2005 and
March 31, 2006 and for the fiscal year ended December 31, 2005
or (y) any inaccuracy in any of the Company’s internally
prepared financial statements (and related statements, reports,
certificates and documents) for its four fiscal quarter period
ending December 31, 2005 th
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