Chicago Bridge & Iron 10-Q 2005 Q3 Quarterly report

Exhibit 10.1(d)

EXECUTION COPY

CHICAGO BRIDGE & IRON COMPANY N.V.
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
CBI SERVICES, INC.
CB&I CONSTRUCTORS, INC.
CB&I TYLER COMPANY

LIMITED WAIVER

$75,000,000 Original Principal Amount
7.34% Senior Notes, due July 15, 2007

Dated as of May 30, 2006

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

Ladies and Gentlemen:

     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:

1. LIMITED WAIVER

     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 that were delivered to the Holders in connection with earlier Waivers and the draft September 30, 2005 Form 10-Q and draft December 31, 2005 Form 10-K (and related statements, reports, certificates and documents) that are being delivered to the Holders in connection with this Waiver and the financial information (and related statements, reports, certificates and documents) that the Company has delivered to the Holders on or prior to December 31, 2005 and that the Company is currently in the process of investigating as disclosed to the Holders. 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

     2.1No Default or Event of Default. As an inducement to the Holders to grant the waiver contained in Section 1, the Company and the Co-Obligors, jointly and severally, represent to the Holders that, after giving effect to this Limited Waiver, there exists no Default or Event of Default.

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     2.2Reaffirmation of Note Purchase Agreement. The Company and the Co-Obligors reaffirm their agreement to comply with each of the covenants, agreements and other provisions of the Note Purchase Agreement and the Notes, except as expressly modified by this Limited Waiver.

     2.3Notice. The Company and the Co-Obligors agree to provide prompt notice to each Holder in the event that a Responsible Officer reasonably believes that the Company will be unable to comply with the financial covenants contained in Sections 10.1 through 10.9, inclusive, and Section 10.12 of the Note Purchase Agreement.

     2.4Delivery of Documents. So long as this Limited Waiver is in effect, the Company and the Co-Obligors agree to provide each Holder with a copy of any document or other information delivered to a party to the Credit Agreement.

     2.5Budgets; Business Plans and Financial Projections. The Company and the Co-Obligors agree that the execution of this Limited Waiver by the Required Holders serves as an ongoing request under Section 7.1(g) of the Note Purchase Agreement by the Holders for the Company to provide the Holders with the information provided to any party to the Credit Agreement under Section 7.1(A)(iv) of the Credit Agreement.

3. CONDITIONS TO EFFECTIVENESS; LIMITED WAIVER EFFECTIVENESS

     3.1Conditions to Effectiveness. This Limited Waiver shall become effective only upon satisfaction of the following conditions:

     (a) The Company, the Co-Obligors and the Required Holders shall have executed a counterpart of this Limited Waiver.

     (b) The Company shall have delivered to you a copy of a waiver to the Credit Agreement executed by the Company, the Subsidiaries party thereto and the financial institutions party thereto waiving until the date specified in Section 3.2, all defaults and events of default caused solely by the Company’s failure to timely deliver 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.

     (c) The Company shall have delivered to you a copy of each document provided to a party to the Credit Agreement in connection with the waiver referred to in Section 3(b).

     3.2Limited Waiver Effectiveness. This Limited Waiver shall remain in effect until the earlier to occur of (i) a Default or Event of Default under the Note Purchase Agreement; (ii) a Default (as defined in the Credit Agreement) or Unmatured Default (as defined in the Credit Agreement) under the Credit Agreement and (iii) June 16, 2006.

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     IN WITNESS WHEREOF, the Company and the Co-Obligors have caused this Limited Waiver to be executed and delivered by their respective officer or officers thereunto duly authorized.

CHICAGO BRIDGE & IRON COMPANY N.V.
By:	/s/ Philip K. Asherman
	Name:	Philip K. Asherman
	Title:	Authorized Signer
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
By:	/s/ Luciano Reyes
	Name:	Luciano Reyes
	Title:	Vice President and Treasurer
CBI SERVICES, INC.
By:	/s/ Terrence G. Browne
	Name:	Terrence G. Browne
	Title:	Treasurer
CB&I CONSTRUCTORS, INC.
By:	/s/ Luciano Reyes
	Name:	Luciano Reyes
	Title:	Vice President and Treasurer
CB&I TYLER COMPANY
By:	/s/ Luciano Reyes
	Name:	Luciano Reyes
	Title:	Treasurer

S-1

ALLSTATE LIFE INSURANCE COMPANY
By:
Name:
Title:	Authorized Signatory
By:
Name:
Title:	Authorized Signatory

S-2

TRANSAMERICA LIFE INSURANCE COMPANY
By:	/s/ Frederick B. Howard
Name:	Frederick B. Howard
Title:	Vice President
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
By:	/s/ Frederick B. Howard
Name:	Frederick B. Howard
Title:	Vice President

S-3

NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
By:	/s/ Wayne T. Frisbee
Name:	Wayne T. Frisbee
Title:	Authorized Signatory
NATIONWIDE LIFE INSURANCE COMPANY
By:	/s/ Wayne T. Frisbee
Name:	Wayne T. Frisbee
Title:	Authorized Signatory

S-4

PHOENIX LIFE INSURANCE COMPANY
By:	/s/ Christopher Wilkos
Name:	Christopher Wilkos
Title:	Sr. Vice President

S-5

THRIVENT FINANCIAL FOR LUTHERANS, successor by merger to Lutheran Brotherhood
By:	/s/ Mark A. Swenson
Name:	Mark A. Swenson
Title:	Vice President

S-6

AMERICAN UNITED LIFE INSURANCE COMPANY
By:	/s/ Michael I. Bullock
Name:	Michael I. Bullock
Title:	V.P. Private Placements

S-7

MODERN WOODMEN OF AMERICA
By:	/s/ Michael E. Dau
Name:	Michael E. Dau
Title:	Manager — Securities Division

S-8

SCHEDULE I

	Outstanding Principal
Holders	Amount
Allstate Life Insurance Company	$	15,333,333.33
Transamerica Life Insurance Company		5,333,333.33
Transamerica Occidental Life Insurance Company		5,333,333.33
Nationwide Life and Annuity Insurance Company		2,666,666.67
Nationwide Life Insurance Company		6,000,000.00
Phoenix Life Insurance Company		6,666,666.67
Thrivent Financial for Lutherans		3,333,333.33
American United Life Insurance Company		2,666,666.67
Modern Woodmen of America		2,666,666.67