WAIVER NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 99.1

WAIVER NO. 2

     THIS WAIVER NO. 2 is being executed and delivered as of January 13, 2006, by and among Chicago Bridge and Iron Company N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “ Company ”), certain Subsidiaries party thereto as Borrowers (the “ Subsidiary Borrowers ”), JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA) as Administrative Agent (the “ Administrative Agent ”) under the hereinafter identified and defined Credit Agreement and the lenders party to said Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

W I T N E S S E T H:

     WHEREAS, the Company, the Subsidiary Borrowers, the Lenders and the Administrative Agent are currently party to that certain Amended and Restated Credit Agreement dated as of May 12, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”);

     WHEREAS, the Borrowers have requested the Lenders and the Administrative Agent to waive certain provisions of the Credit Agreement in certain respects;

     WHEREAS, the Lenders and the Agent have agreed to waive certain provisions of the Credit Agreement on the terms and conditions set forth in Section 1 hereof.

     NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Borrowers and the Lenders, such parties hereby agree as follows:

     1.  Waiver . The Borrowers have informed the Lenders that Defaults or Unmatured Defaults have occurred and are continuing, or are about to occur, under Sections 7.1(A)(i)(a), 7.1(A)(iii) and 8.1(B) of the Credit Agreement as a result of the Company’s failure to timely (a) file with the Commission its financial results and related documents for the third quarter of its 2005 fiscal year and (b) deliver to the Administrative Agent and the Lenders the financial reports and related documents required under the Credit Agreement for such period (collectively, the “ Specified Defaults ”). In accordance with the provisions of Section 9.2(i) of the Credit Agreement, the Borrowers have requested that, subject to the terms hereof, the Required Lenders waive the Specified Defaults and waive the application of the default rate of interest provided under Section 2.10 of the Credit Agreement. The Required Lenders hereby agree to such limited waiver; provided that this waiver shall (i) only remain in effect during the period (the “ Waiver Period ”) commencing on the date hereof and expiring on the earlier of (a) the occurrence of any Default or Unmatured Default other than one of the Specified Defaults and (b) April 1, 2006 and (ii) be subject to the receipt by the Administrative Agent of evidence satisfactory to it that the requisite number of noteholders party to the Note Purchase Agreement have duly executed and delivered an agreement to substantially the same effect as this waiver

agreement such that no default, event of default or unmatured default would exist under the Note Agreement during the Waiver Period.

     Pursuant to the provisions of Section 9.3 of the Credit Agreement, (a) no delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or Unmatured Default or an acquiescence therein, and the making of a Loan or the issuance of a Letter of Credit notwithstanding the existence of a Default or the inability of the Company or any other Borrower to satisfy the conditions precedent to such Loan or issuance of such Letter of Credit shall not constitute any waiver or acquiescence and (b) any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the requisite number of Lenders required pursuant to Section 9.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law as a result of the Specified Defaults are hereby reserved on behalf of the Administrative Agent and the Lenders following the Waiver Period.

     2.  Conditions of Effectiveness . This Waiver shall be deemed to have become effective as of the date hereof, but such effectiveness shall be subject to the following conditions: the Administrative Agent shall have received executed counterparts of this Waiver duly executed and delivered by the Company, the Subsidiary Borrowers and the Required Lenders and executed counterparts of the Reaffirmation attached hereto duly executed and delivered by the Subsidiary Guarantors.

     3.  Representation and Warranties . Each Borrower hereby represents and warrants that, other than in connection with the Specified Defaults, (i) all of the representations and warranties contained in Article VI of the Credit Agreement are true and correct and (ii) no Default or Unmatured Default is in effect.

     5.  No Implicit Waiver . Except as expressly set forth herein in connection with the Specified Defaults, (i) the execution, delivery and effectiveness of this Waiver shall neither operate as a waiver of any rights, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement or any other documents executed in connection with the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement nor any other document executed in connection therewith and (ii) the Credit Agreement shall remain in full force and effect in accordance with their original terms.

     6.  GOVERNING LAW . THE ADMINISTRATIVE AGENT ACCEPTS THIS WAIVER NO. 2, ON BEHALF OF ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY DISPUTE BETWEEN ANY BORROWER AND THE ADMINISTRATIVE AGENT OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS WAIVER, THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING §735

ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.

[Signature Pages Follow]

     IN WITNESS WHEREOF, this Waiver No. 2 has been duly executed as of the day and year first above written.

Signature Page to Waiver No. 2 to
Chicago Bridge & Iron Company N.V. et al
Amended and Restated Credit Agreement dated as of May 12, 2005

Signature Page to Waiver No. 2 to
Chicago Brid