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
Dated as of November 14,
2005
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
between 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 and Section 7.2
(Officer’s Certificate) of the Note Purchase Agreement with
respect to delivery of the financial statements for the quarterly
fiscal period ended September 30, 2005. The Company and the
Co-Obligors have requested a waiver of compliance by the Company
with
Section 7.1(a) (Quarterly Statements) and
Section 7.2 (Officer’s Certificate) of the Note Purchase
Agreement and the Holders are willing to grant such 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 the Company’s failure to timely
comply with the provisions of Section 7.1(a) (Quarterly
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 period ended
September 30, 2005. This Limited Waiver is limited to its terms and
shall not constitute a waiver of any other term, condition,
representation or covenant under the Note Purchase Agreement or any
of the other agreements, documents or instruments executed and
delivered in connection therewith. This Limited Waiver shall not
continue beyond the date specified in Section 3.2.
2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE CO-OBLIGORS;
REAFFIRMATION; COVENANTS
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