Chicago Bridge & Iron 8-K Entry into a Material Definitive 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.

CHICAGO BRIDGE & IRON COMPANY N.V.,as the Company By: CHICAGO BRIDGE & IRON COMPANY B.V. Its: Managing Director
By:	/s/ Gerald M. Glenn
Name: Gerald M. Glenn Title: Managing Director

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

CB&I CONSTRUCTORS, INC.,as a Subsidiary Borrower
By:	/s/ Richard A. Byers
Name: Richard A. Byers Title: Vice President and Treasurer
CBI SERVICES, INC.,as a Subsidiary Borrower
By:	/s/ Terrence G. Browne
Name: Terrence G. Browne Title: Treasurer
CHICAGO BRIDGE & IRON COMPANY (DELAWARE),as a Subsidiary Borrower
By:	/s/ Richard A. Byers
Name: Richard A. Byers Title: Vice President and Treasurer
CB&I TYLER COMPANY,as a Subsidiary Borrower
By:	/s/ Richard A. Byers
Name: Richard A. Byers Title: Vice President and Treasurer
CHICAGO BRIDGE & IRON COMPANY B.V.,as a Subsidiary Borrower
By:	/s/ Gerald M. Glenn
Name: Gerald M. Glenn Title: Managing Director

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

JPMORGAN CHASE BANK, N.A.(successor by merger to Bank One, NA), as Administrative Agent and as a Lender
By:	/s/ H. David Jones
Name: H. David Jones Title: Vice President
BANK OF AMERICA, N.A.,as Syndication Agent and as a Lender
By:	/s/ Robert W. Troutman
Name: Robert W. Troutman Title: Managing Director
BANK OF MONTREAL,as a Documentation Agent and as a Lender
By:	/s/ Joann Holman
Name: Joann Holman Title: Director
WELLS FARGO BANK, N.A.,as a Documentation Agent and as a Lender
By:	/s/ Thomas F. Caver, III
Name: Thomas F. Caver, III Title: Vice President

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

BNP PARIBAS,as a Documentation Agent and as a Lender
By:
Name: Title:
By:
Name: Title:
THE ROYAL BANK OF SCOTLAND plc ,as a Documentation Agent and as a Lender
By:	/s/ Paul McDonagh
Name: Paul McDonagh Title: Managing Director
FORTIS CAPITAL CORP.,as a Lender
By:	/s/ John W. Deegan
Name: John W. Deegan Title: Senior Vice President
By:	/s/ Rainer R. Kader
Name: Rainer R. Kader Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch,as a Lender
By:	/s/ Thomas R. Cantello
Name: Thomas R. Cantello Title: Vice President
By:	/s/ Brian T. Caldwell
Name: Brian T. Caldwell Title: Director

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

BARCLAYS BANK plc,as a Lender
By:	/s/ David Barton
Name: David Barton Title: Associate Director
CALYON NEW YORK BRANCH,as a Lender
By:	/s/ Page Dillehunt
Name: Page Dillehunt Title: Director
By:	/s/ Bertrand Cord’homme
Name: Bertrand Cord’homme Title: Director
UBS LOAN FINANCE LLC, as a Lender
By:	/s/ Pamela Oh
Name: Pamela Oh Title: Associate Director, Banking Products Services, US
By:	/s/ Irja R. Ofsa
Name: Irja R. Ofsa Title: Associate Director, Banking Products, US
PNC BANK, NATIONAL ASSOCIATION,as a Lender
By:
Name: Title:

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

REGIONS BANK, as a Lender
By:	/s/ Mark Burr
Name: Mark Burr Title: Senior Vice President
ALLIED IRISH BANK, PLC,as a Lender
By:	/s/ Rima Terradista
Name: Rima Terradista Title: Co-Head Leverage Finance, Director of Corporate Banking North America
By:	/s/ Shreya Shah
Name: Shreya Shah Title: Vice President
THE NORTHERN TRUST COMPANY,as a Lender
By:	/s/ Paul H. Theiss
Name: Paul H. Theiss Title: Vice President
STANDARD CHARTERED BANK,as a Lender
By:	/s/ Frieda Youlios
Name: Frieda Youlios Title: Vice President
By:	/s/ Robert K. Reddington
Name: Robert K. Reddington Title: AVR/Credit Documentation Credit Risk Control

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

ABU DHABI INTERNATIONAL BANK INC,as a Lender
By:	/s/ David J. Young
Name: David J. Young Title: Vice President
By:	/s/ Nagy S. Kolta
Name: Nagy S. Kolta Title: Executive Vice President
AMEGY BANK NATIONAL ASSOCIATION,as a Lender
By:	/s/ Jill S. Vaughn
Name: Jill S. Vaughn Title: Senior Vice President
BANK OF NEW YORK,as a Lender
By:	/s/ Kevin Higgins
Name: Kevin Higgins Title: Vice President
HIBERNIA NATIONAL BANK,as a Lender
By:	/s/ Debra H. Hulling
Name: Debra H. Hulling Title: Senior Vice President
WOODFOREST NATIONAL BANK,as a Lender
By:	/s/ Brennan F. Zaunbrecher
Name: Brennan F. Zaunbrecher Title: Commercial Loan Officer

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

REAFFIRMATION

     Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Waiver No. 2 in connection with 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”) by and among Chicago Bridge and Iron Company N.V. (the “Company”), certain Subsidiaries of the Company 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 Credit Agreement and the lenders party to said Credit Agreement, which Waiver No. 2 is dated as of January 13, 2006 (the “Waiver”). Capitalized terms used in this Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Waiver and reaffirms the terms and conditions of the Guaranty and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Waiver and as the same may from time to time hereafter be amended, modified or restated.

[signature pages follow]

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

CHICAGO BRIDGE & IRON COMPANY N.V.
By: CHICAGO BRIDGE & IRON COMPANY B.V.
Its: Managing Director
By	/s/ Philip K. Asherman
Name:	Philip K. Asherman
Title:	Managing Director
CHICAGO BRIDGE & IRON COMPANY
a Delaware corporation
By:	/s/ Richard A. Byers
Name:	Richard A. Byers
Title:	Vice President and Treasurer
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
By:	/s/ Richard A. Byers
Name:	Richard A. Byers
Title:	Vice President and Treasurer
CB&I TYLER COMPANY
By:	/s/ Richard A. Byers
Name:	Richard A. Byers
Title:	Vice President and Treasurer
CB&I CONSTRUCTORS, INC.
By:	/s/ Richard A. Byers
Name:	Richard A. Byers
Title:	Vice President and Treasurer

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

CBI SERVICES, INC.
By:	/s/ Terrence G. Browne
Name:	Terrence G. Browne
Title:	Treasurer
CHICAGO BRIDGE & IRON COMPANY
an Illinois corporation
By:	/s/ Richard A. Byers
Name:	Richard A. Byers
Title:	Vice President and Treasurer
HORTON CBI, LIMITED
By:	/s/ James W. House
Name:	James W. House
Title:	Treasurer
CBI VENEZOLANA, S.A.
By:	/s/ Orlando Gomes
Name:	Orlando Gomes
Title:	Treasurer
CBI EASTERN ANSTALT
By:	/s/ Raymond Buckley
Name:	Raymond Buckley
Title:	Director
CBI CONSTRUCTORS PTY, LTD.
By	/s/ Ross Adame
Name:	Ross Adame
Title:	Director

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

LEALAND FINANCE COMPANY B.V.
By	/s/ Peter K. Bennett
Name:	Peter K. Bennett
Title:	Managing Director
CB&I (EUROPE) B.V.
By	/s/ Raymond Buckley
Name:	Raymond Buckley
Title:	Director
ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.
By	/s/ Harold Paul Mercer
Name:	Harold Paul Mercer
Title:	Director
ASIA PACIFIC SUPPLY CO.
By	/s/ Timothy J. Moran
Name:	Timothy J. Moran
Title:	Treasurer
CBI COMPANY LTD.
By:	/s/ Richard A. Byers
Name:	Richard A. Byers
Title:	Treasurer
CBI CONSTRUCCIONES S.A.
By	/s/ Jose Manuel Tappata
Name:	Jose Manuel Tappata
Title:	Director

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

CBI CONSTRUCTORS LIMITED
By	/s/ Peter K. Bennett
Name:	Peter K. Bennett
Title:	Director
CBI HOLDINGS (U.K.) LIMITED
By	/s/ Timothy J. Moran
Name:	Timothy J. Moran
Title:	Director
CBI OVERSEAS, LLC
By
Name:
Title:
CENTRAL TRADING COMPANY, LTD.
By:	/s/ Richard A. Byers
Name:	Richard A. Byers
Title:	Vice President and Treasurer
CHICAGO BRIDGE & IRON (ANTILLES) N.V.
By:	/s/ Gerald M. Glenn
Name:	Gerald M. Glenn
Title:	Managing Director
CHICAGO BRIDGE & IRON COMPANY B.V.
By:	/s/ Gerald M. Glenn
Name:	Gerald M. Glenn
Title:	Managing Director

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

CMP HOLDINGS B.V.
By:	/s/ Raymond Buckley
Name:	Raymond Buckley
Title:	Director
PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
By	/s/ Harold Paul Mercer
Name:	Harold Paul Mercer
Title:	Director
HOWE-BAKER INTERNATIONAL, L.L.C.
By	/s/ Luke V. Scorsone
Name:	Luke V. Scorsone
Title:	President
HOWE-BAKER ENGINEERS, LTD.
By and through its General Partner,
Howe-Baker Management, L.L.C.
By	/s/ Luke V. Scorsone
Name:	Luke V. Scorsone
Title:	President
HOWE-BAKER HOLDINGS, L.L.C.
By	/s/ Luke V. Scorsone
Name:	Luke V. Scorsone
Title:	President
HOWE-BAKER MANAGEMENT, L.L.C.
By	/s/ Luke V. Scorsone
Name:	Luke V. Scorsone
Title:	President
HBI HOLDINGS, L.L.C.
By	/s/ Luke V. Scorsone
Name:	Luke V. Scorsone
Title:	President

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

CONSTRUCTORS INTERNATIONAL, L.L.C.
By	/s/ Luke V. Scorsone
Name:	Luke V. Scorsone
Title:	President
MATRIX ENGINEERING, LTD.
By	/s/ Scott T. Baker
Name:	Scott T. Baker
Title:	President
HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C.
By	/s/ Scott T. Baker
Name:	Scott T. Baker
Title:	President
A&B BUILDERS, LTD.
By	/s/ James D. Gibson
Name:	James D. Gibson
Title:	President
MATRIX MANAGEMENT SERVICES, L.L.C.
By	/s/ Dennis C. Planic
Name:	Dennis C. Planic
Title:	Vice President – Finance, Treasurer and CFO

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

SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.
By:	/s/ Raymond Buckley
Name:	Raymond Buckley per email granting authority
Title:	Treasurer
CB&I (NIGERIA) LIMITED
By
Name:
Title:
CHICAGO BRIDGE & IRON (ESPANA) S.A.
By:	/s/ Raymond Buckley
Name:	Raymond Buckley
Title:	Director
CBI (PHILLIPINES), INC.
By:	/s/ Orlando B. Badong
Name:	Orlando B. Badong
Title:	Asst. Treasurer/Director
CB&I JOHN BROWN LIMITED
By	/s/ Colin L. Astin
Name:	Colin L. Astin
Title:	Director
MORSE CONSTRUCTION GROUP, INC.
By:	/s/ Terrence G. Browne
Name:	Terrence G. Browne
Title:	Treasurer

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

CBI HUNGARY HOLDING LIMITED LIABILITY COMPANY
By:	/s/ Raymond Buckley
Name:	Raymond Buckley
Title:	Director
CBI LUXEMBOURG S.A.R.L.
By	/s/ Timothy J. Moran
Name:	Timothy J. Moran
Title:	Managing Director
CB&I FINANCE COMPANY LIMITED
By	/s/ Timothy J. Moran
Name:	Timothy J. Moran
Title:	Managing Director
CBI AMERICAS, LTD.
By:	/s/ Richard A. Byers
Name:	Richard A. Byers
Title:	Treasurer
CSA TRADING COMPANY, LTD.
By:	/s/ Richard A. Byers
Name:	Richard A. Byers
Title:	Treasurer
CB&I WOODLANDS L.L.C.
By:	/s/ Richard A. Byers
Name:	Richard A. Byers
Title:	Treasurer

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